ions as it may deem advisable, which regulations and provisions shall be binding on any and all corporations formed under the provisions of this act; And, provided, further, that this act shall not be held to revive or extend any private charter or law heretofore granted or passed concerning any corporation.

[Bruffett v. Great Western R. R. Co, 25 Ill. 353 Neustadt v Ill Cent RR. Co., 31 I. 484; Home, etc., v. Rouse, 8 Wall. (U. S.) 431; Bank of Republic v. Hamilton Co., 21 III. 53; Reapers' Bank v. Willard, 24 Ill. 433; Mills v. St. Clair Co., 2 Gilm. 198; Charles River Bridge v. Warren Bridge, 11 Peters, 420.

10. Continued after expiration of charter. § 10. All corporations organized under this law whose powers may have expired by limitation or otherwise shall continue their corporate capacity during the term of two years, for the purpose only of collecting the debts due said corporation, and selling and conveying the property and effects

thereof.

[Ramsey v. P. M. & M. F. Ins. Co., 55 Ill. 312.

11. Rights after expiration of charter. § 11. Such corporations shall use their respective names for the purposes aforesaid, and shall be capable of prosecuting and defending all suits in law or equity.

12. Remedies saved. § 12. The dissolution, for any cause whatever, of any corporation created as aforesaid, shall not take away or impair any remedy given against such corporation, its stockholders or officers, for any liabilities incurred previous to its dissolution.

[City Ins. Co. v. Commercial Bank, 68 Ill. 349. See McGoon v. Scales, 9 Wall. (U.S.) 23.

13. Books of account—inspection of. § 13. It shall be the duty of the directors or trustees of every stock corporation to cause to be kept at its principal office, or place of business in this State, correct books of account of all its business, and every stockholder in such corporation shall have the right at all reasonable times, by himself or by his attorney, to examine the records and books of account of the corporation.

14. Failure to elect officers not to dissolve. § 14. A failure to elect directors, trustees, or officers in lieu of trustees, on the day named and designated in the by-laws, or on the day for which notice was given for election, shall not have the effect of dissolving the corporation; but such election may be held at any time after proper notice.

15. Assessments, etc. § 15 All assessments or installments of the stock of any stock corporation shall be levied by the directors in accordance with the provisions of the by laws, but any assessment or Installment required to be paid shall be levied pro rata upon all the shares of such stock.

16. When directors and officers liable for debts. § 16. If the indebtedness of any stock corporation shall exceed the amount of its capital stock, the directors and officers of such corporation,

assenting thereto, shall be personally and individually liable for such excess to the creditors of such corporation.

[Sherman v Smith, 20 Ill. 350.

17. Annual statement of real estate. §17. The president, secretary or treasurer of every stock corporation shall annually, within twenty days from the first day of December, make a statement in writing, setting forth a description of all real estate to which title was acquired in securing any debt or liability due such corporation, together with the time of acquiring title thereto; which statement shall be verified by the oath or affirmation of such president, secretary or treasurer, and be recorded in the office of the recorder of the county and filed in the office of the secretary of State.

18. Assuming corporate powers without complying with this act. § 18. If any person or persons being, or [*289] pretending to be, an officer or agent, or board of directors, of any stock corporation, or pretended stock corporation, shall assume to exercise corporate powers, or use the name of any such corporation, or pretended corporation, without complying with the provisions of this act, before all stock named in the articles of incorporation shall be subscribed in good faith, then they shall be jointly and severally liable for all debts and liabilities made by them, and contracted in the name of such corporation, or pretended corporation.

19. Dividends of insolvent company-liability. § 19. If the directors or other officers or agents of any stock corporation shall declare and pay any dividend when such corporation is insolvent, or any dividend the payment of which would render it insolvent, or which would diminish the amount of its capital stock, all directors, officers, or agents assenting thereto shall be jointly and severally liable for all the debts of such corporation then existing, and for all that shall thereafter be contracted, while they shall respectively continue in office.

20. Meetings of officers. § 20. The by-laws of every corporation shall provide for the calling of meetings of the directors, trustees, or other officers corresponding to trustees; and when all such officers shall be present at any meeting, however called or notified, or shall sign a written consent thereto on the record of such meeting, the acts of such meeting shall be as valid as if legally called and notified; Provided, that the action of any meeting held beyond the limits of this State shall be void, unless such meeting was authorized or its acts ratified by a vote of two-thirds of the directors, trustees, or officers corresponding to trustees, at a regular meeting.

21. False reports, etc.-liability. § 21. If any certified report or statement made, or public notice given, by the officer of any corporation shall be false in any material representation, all the officers who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all damages arising therefrom.

22. Stockholders' meeting. § 22. The stockholders of any stock corporation owning two-thirds of the stock in such corporation,

upon which all assessments have been fully paid up may call a meeting of the stockholders of such corporation, by signing a call therefor, with their proper names, stating the number of shares held by each, and filing the same with the president or secretary of such corporation, and publishing the same in a newspaper in this State where the principal office of such corporation is kept, and at the seat of government, for three successive weeks prior to the time fixed for holding such meeting, and mailing a copy thereof to each of the directors of said corporation at his usual place of abode. And the secretary of such corporation shall enter such call upon the records thereof, and the fact of such publication, and mailing such notice, giving the name of such paper, with the dates and places of publication, which shall be prima facie evidence thereof.

23. Executors, etc.-liability. § 23. No person holding stock in any corporation as executor, administrator, conservator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such corporation; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estate and funds in the hands of such executor, administrator, conservator, guardian or trustee shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been if he had been living and had been competent to act, and held the stock in his own name.

24. Executors, etc., may vote. § 24. Every executor, administrator, conservator, guardian or trustee shall represent the stock in his hands at all meetings of any stock corporation, and may vote accordingly as a stockholder; and every person who shall pledge [*290] his stock may, nevertheless, represent the same at all meetings, and may vote accordingly, as a stockholder.

25. Suits against stockholders. § 25. If any corporation or its authorized agents shall do, or refrain from doing, any act which shall subject it to a forfeiture of its charter or corporate powers, or shall allow any execution or decree of any court of record, for a payment of money, after demand made by the officer, to be returned No property found," or to remain unsatisfied for not less than ten days after such demand, or shall dissolve or cease doing business, leaving debts unpaid, suits in equity may be brought against all persons who were stockholders at the time, or liable in any way, for the debts of the corporation, by joining the corporation in such suit; and each stockholder may be required to pay his pro rata share of such debts or liabilities to the extent of the unpaid portion of the stock, after exhausting the assets of such corporation. And if any stockholder shall not have property enough to satisfy his portion of such debts or liabilities, then the amount shall be divided equally among all the remaining solvent stockholders. And courts of equity shall have full power, on good cause shown, to dissolve or close up the business of any corporation, to appoint a receiver therefor, who shall have authority, by the name of the receiver of such corporation (giving the name), to sue in all courts and do all things

necessary to closing up its affairs, as comanded by the decree of such court. Said receiver shall be, in all cases, a resident of the State of Illinois, and shall be required to enter into bonds, payable to the People of the State of Illinois, for the use of parties interested, in such penalty and with such securities as the court may, in the decree or order appointing the same, require. In all cases of suits for or against such receiver, or the corporation of which he may be receiver, writs may issue in favor of such receiver or corporation, or against him or it, from the county where the cause of action accrued to the sheriff of any county in this State for service.

[As amended by act approved May 22, 1877. In force July 1, 1877. L 1877, p. 66. Chandler v. Brown, 77 Ill. 333; Rowell v. Chandler, 83 Ill. 288; Chandler v. Dorie, 84 Ill. 275; Richardson v. Akin, 87 Ill. 138; Fuller v. Ledden, 87 Ill. 310; Kipp v. Bell, 86 Ill. 577; Safford v. People, 85 III. 558.

26. Foreign corporations - real estate. $20. Foreign corporations, and the officers and agents thereof, doing business in this State, shall be subjected to all the liabilities, restrictions and duties that are or may be imposed upon corporations of like character organized under the general laws of this State, and shall have no other or greater powers. And no foreign or domestic corporation, established or maintained in any way for the pecuniary profit of its stockholders or members, shall purchase or hold real estate in this State, except as provided for in this act.

[City Ins. Co. v. Commercial Bank, 68 Ill. 319; Pennsylvania Co. v. Sloan, 1 Brad. 373.

27. Certified copy of charter evidence. § 27. The certified copy of any articles of incorporation, and changes thereof, together with all indorsements thereon, under the great seal of the State of Illinois, shall be taken and received in all courts and places as prima facie evidence of the facts therein stated.

28. Location of street railroads-consent. § 28. Nothing in this act shall be construed to allow the construction or operation of any street railroad in any city, town or incorporated village without the consent of the local authorities thereof.

28. Restriction on use of name. § 284. It shall be unlaw. ful for the secretary of State to issue a license for any person or persons to incorporate under the name of any heretofore existing corporation organized under any general law of this State until the expiration of thirty days from and after the expiration of the existence of such corporation: Provided, that the corporation enjoying such name shall have the exclusive privilege of becoming incorporated under the same name at any time within the said thirty days, according to the provisions of the act to which this is an amendment. [Amendment, June 10, 1887. In force July 1, 1887. 1. 1887, p. 142.

CORPORATIONS NOT FOR PECUNIARY PROFIT.

29. How organized. § 29. Societies, corporations and associations (not for pecuniary profit) may be formed as hereinafter provided. Any three or more persons, citizens of the United States, who shall desire to associate themselves for any lawful purpose, other than for

pecuniary profit, may make, sign and acknowledge, before any officer authorized to take acknowledgments of deeds in this State, and file in the office of the secretary of State, a certificate in writing, in which shall be stated the name or title by which such corporation, society or association shall be known in law, the particular business and objects for which it is formed, the number of its trustees, directors or managers and the names of the trustees, directors or managers selected for the first year of its existence.

30. Certificate of organization — record.

30. Upon filing a certificate as aforesaid, the secretary of State shall thereupon issue a certificate of the organization of the corporation, society or association, making a part thereof a copy of all papers filed in his office in and about the organization thereof, and duly authenticated under his hand and seal of State; and the same shall be recorded in a book for that purpose, in the office of the recorder of deeds of the county in which the principal place of business of such corporation, society or association is located. Upon complying with the foregoing conditions, the corporation, society or association shall be deemed fully organized, [ *291 ] and may proceed to business: Provided, the secretary of State shall not issue a certificate of organization to any corporation, society or association under the name of any then existing.

31. Corporate powers --- when not insurance companies. § 31. Corporations, associations and societies not for pecuniary profit, formed under this act, shall be bodies corporate and politic, by the name stated in such certificate; and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and being sued; may have power to make and enforce contracts in relation to the legitimate business of their corporation, society or association; may have and use a common seal, and may change or alter the same at pleasure; and they and their successors, by their corporate name, shall in law be capable of taking, purchasing, holding and disposing of real and personal estate for purposes of their organization, may make by-laws, not inconsistent with the constitution and laws of this State or of the United States, in which by-laws shall be described the duties of all the officers of the corporation, society or association, and the qualification of members thereof. Associations and societies which are intended to benefit the widows, orphans, heirs and devisees of deceased members thereof, and members who have received a permanent disability, and where no annual dues or premiums are required, and where the members shall receive no money as profit or otherwise, except for permanent disability, shall not be deemed insurance companies.

[As amended by act approved May 22. 1883. In force July 1, 1883. L. 1883, p. 74. Robinson v. Yates City Lodge, 86 II. 593; Com'l League Ass'n v. People, 90 Ill. 171.

32. Trustees - officers-borrowing money-elections – vacancy. § 32. Corporations, associations and societies (not for pecuniary profit) formed under the provisions of this act, shall elect trustees, directors or managers from the members thereof, at such times