[Kipp v. Lichtenstein, 79 Ill. 358; Baker v. Adm'rs of Backus, 32 Ill. 80; Dodge v. Woolsey, 18 How. (U.S.) 331; Bradley v. Ballard, 55 Ill. 413; Illinois, etc., v. Cooper, 25 Ill. 148; Chandler v. N. I. R. Co., 18 Ill. 190; Ryan v. Dunlap, 17 Ill. 40; Moses v. Kreigh, 49 Ill. 86; 22 N. Y. 258; Richardson v. Akin, 87 Ill. 139. [NOTE. See Statutes, ch. 131, § 6. The act of 1869 (L. 1869, p. 67), in regard to Catholic churches, etc, is not repealed by title, but see § 48 above.] CHANGING NAME AND PLACE OF BUSINESS; INCREASING AN ACT to provide for changing the names, for changing the places of business, for increasing or decreasing the capital stock, for increasing or decreasing the number of directors, and for the consolidation of incorporated companies. [Approved and in force March 26, 1872.] 50. Meeting of stockholders for-restriction. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That whenever the board of directors, managers or trustees of any corporation existing by virtue of any general or special law of this State, or any corporation hereafter organized by virtue of any law of this State, may desire to change the name, to change the place of business, to increase or decrease the capital stock, to increase or decrease the number of directors, managers or trustees, or to consolidate said corporation with any other corporation now existing, or which may hereafter be organized, they may call a special meeting of the stockholders of such corporation, for the purpose of submitting to a vote of such stockholders the question of such change of name, change of place of business, increase or decrease of number of directors, managers or trustees, increase or decrease of capital stock, or consolidation with some other corporation, as the case may be, and further than eleemosynary or religious corporations for educational purposes, acting under the general law or by virtue of special charter, are authorized to change the time and manner of electing the trustees, and to allow the alumini of said corporations to vote in the election of the trustees, or a part thereof Provided, that in changing the name of any other corporation, under the provisions hereof, no name shall be assumed or adopted by any corporation similar to, or liable to be mistaken for, the name of any other corporation organized under the laws of this State, without the consent of such other corporation; and that in no case shall the capital stock be diminished to the prejudice of the creditors of such corporation, or the number of directors, managers or trustees be reduced to less than five, or increased to more than eleven; And, provided, further, that no corporation shall, by virtue hereof, change its place of business from any town, county or municipality where such town, county or municipality, or any of the inhabitants thereof, or any person or persons interested therein, shall have donated or in any manner contributed any money or other valuable thing to induce such corporation to locate in such town county or municipality; And, provided, further, that the provisions of this act, in reference to the consolidation of corporations, shall only apply to corporations of the same kind, engaged in the same general business, and carrying on their business in the same vicinity, and that no more than two corporations now existing shall be consolidated into one, under the provisions hereof. [See $ 59-64; also "R. R. and W.," ch. 114, $15. 5w. Notice of meeting. 2. Such special meeting shall be called by delivering personally, or depositing in the post-office, at least thirty days before the time fixed for such meeting, a notice, properly addressed to each stockholder, signed by a majority of said directors, managers or trustees, stating the time, place and object of such meeting. A general notice of the time, place and object of such meeting shall also be published, for three successive weeks, in some newspaper printed in or nearest the county in which the principal business office of said corporation is located. 52. Manner of voting - two-thirds necessary. 3. At any such meeting, stockholders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock held by him; and votes representing two-thirds of all the stock of the corporation shall be necessary for the adoption of the proposed change of name, place of business, number of directors, managers or trustees, amount of capital stock, or consolidation with some other company. 53. Certificates of vote filed -- changes accomplished. §4. If, at any regular annual meeting, or at the time and place specified in said notice of a special meeting called for that purpose, said propositions, or any of them, be submitted to a vote, and if it shall appear that two-thirds of all the votes represented by the whole stock of such corporation are in favor of the propositions, or of any of them, so submitted, a certificate thereof, verified by the affidavit of the president, and under seal of said corporation, shall be filed in the office of the secre[*295] tary of State, and a like certificate filed for record in the office of the recorder of deeds of the county where the principal business office of such corporation is located. And upon the filing of said certificate, the changes proposed and voted for at such meeting, as to name, place of business, increase or decrease of capital stock, or number of directors, managers or trustees, or consolidation with some other company, shall be and is hereby declared accomplished in accordance with said vote of the stockholders; And, provided, further, that any corporation, other than corporations for manufacturing purposes, availing itself of or accepting the benefits of or formed under this act (except the mere change of name), shall be subject to the general laws of this State now in force, or which may hereafter be passed, regulating corporations of like char acter. [People v. Empire Fire Ins. Co., 88 Ill. 310. 54. Notice of change. § 5. Such corporations shall, upon the filing of said certificate, cause to be published in some newspaper in, or nearest the county in which their principal office is located, a notice of such changes of organization, for three successive weeks. 55. Act extended to corporations other than stock. 6. Corporations, not being stock companies, may avail themselves of all the privileges and provisions of this act, by a majority vote of the members of such corporations who may be present at a meeting called for any of the purposes included in this act. [People v. Empire Fire Ins. Co., 88 III. 311. 56. Rights preserved. § 7. Such change of name, place of business, increase or decrease of capital stock, increase or decrease of number of directors, managers or trustees, or consolidation of one corporation with another, shall not affect suits pending, in which such corporation or corporations shall be parties; nor shall such changes affect causes of action, nor the rights of persons in any particular; nor shall suits brought against such corporation by its former name be abated for that cause. [See § 59. 57. Consolidation of railroad companies-notice. $8. Whenever any railroad corporation shall desire to consolidate with any other railroad corporation, by virtue of the provisions of this act, a notice, as provided by section two of this act, shall be given at least sixty days before the time fixed for such meeting, and a general notice, as provided by said section two, shall be published for nine successive weeks; Provided, that railroad corporations shall not consolidate their stock, property or franchises with any other railroad corporation owning a parallel or competing line. 58. Emergency. 9. Whereas a large number of corporations in this State desire to change their names, and in other respects to comply with the terms of this act, whereby an emergency has arisen as a reason why this act should take effect forthwith: therefore this act shall take effect and be in force from and after its passage. AMENDATORY ACT OF 1877. AN ACT authorizing the changing of the number of directors of incorporated companies in certain cases. [Approved and in force May 22, 1877. Laws 1877, p. 67.] *59. Meeting of stockholders for change. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That whenever the stockholders holding a majority of the stock of any corporation existing by virtue of any general or special law of this State, or any corporation hereafter organized by virtue of any law of this State, may desire to change the number of its directors, managers or trustees from an even number to an odd number, they may call a special meeting of the stockholders of such corporation for the purpose of submitting to a vote of the stockholders of such corporation the question of such change of directors, managers or trustees from an even to an odd number: Provided, that the number of directors, managers or trustees shall in no such cas› after such change be less than five nor more than eleven. *60. Special meetings — notice. § 2. Such special meeting shall be called by the president upon the written application of the stockholders of such corporation owning a majority of the stock, by deliver ing personally, or depositing in the post-office at least thirty days before the time fixed for such meeting, a notice properly addressed to each stockholder, signed by the president, stating the time, place and object of such meeting. A general notice of the time, place and object of such meeting shall also be published for three successive weeks in some newspaper printed in or nearest to the county in which the principal business office of said corporation is located. *61. Manner of voting. § 3. At any such meeting stockholders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock held by him, and votes representing a majority of all the stock of the corporation shall be necessary for the purpose of changing the number of the directors, managers or trustees from an even to an odd number. *62. Certificates of vote filed-changes accomplished. $4. If at any regular annual meeting, or at the time and place specified in such notice of a special meeting called for that purpose, said proposition to change the number of directors, managers or trustees from au even to an odd number, be submitted to vote, and if it shall appear that a majority of all the votes represented by the whole stock of such corporation are in favor of such change, a certificate thereof verified by the affidavit of the president and under the seal of said corporation shall be filed in the office of the secretary of State; and a like certificate filed for record in the office of the recorder of deeds of the county wherein the principal business office of such corporation is located; and upon the filing of such certificate the number of directors, managers or trustees shall be and is hereby declared to be changed from an even number to an odd number in accordance with such vote of the stockholders as aforesaid. *63. Repeal. 5. All acts and parts of acts inconsistent with this act are hereby repealed. *64. Emergency. 6. Whereas a large number of corporations in this State desire to change the number of their directors, managers or trustees, from an even number to an odd number, an emergency therefore exists, and this act shall take effect and be in force from and after its passage. CONSOLIDATION. AN ACT in relation to the consolidation of incorporated companies. [Approved March 9, 1867. In force May 9, 1867. L. 1867, p. 80.] 65. Consolidated company liable for debts of original companies. SEC. 1. In all cases when any company or corporation, chartered or organized under the laws of this State, shall consolidate its property, stock or franchises with any other company or companies, such consolidated company shall be liable for all debts or liabilities of each company included in said consolidated company, existing or accrued prior to such consolidation; and actions may be brought and maintained, and recovery had therefor, against such consolidated company. [See $56. [*296] CORPORATIONS ACTING BY ATTORNEY. AN ACT to authorize corporations to act by attorney. [Approved and in force Feb. 16, 1865. L. 1865, p. 24.] 66. Corporations may act by attorney. SEC. 1. Any corporation, subsisting by the laws of other States or countries, may constitute and empower, by letter of attorney, any person or persons to act as its agent, in the State of Illinois, for the performance of such acts and doing such business as such corporation may be authorized to perform and do by the laws of the State of Illinois; and all instruments in writ ing, whether with or without seal, and all acts and things executed or done by such duly qualified agent, shall have the same force and effect, and be as valid and binding in law, as if executed and done, in due form of law, by the corporation for whom such agent may act; and any scrawl or seal written or affixed by such agent, so duly empowered, shall be deemed and considered, in such particular instance, as the corporate seal of the corporation for whom such agent is authorized as aforesaid to act; Provided, that this act shall not apply to railroad corporations. TOTAL ABSTINENCE SOCIETIES. AN ACT to afford relief to total abstinence societies in this State. [Approved and in force May 20, 1879. L. 1879, p. 83. *67. Election of members. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That any total abstinence society in this State, organized under any law of this State, may, at any regular or called meeting of their society, elect any person as a member of such society, without regard to age of the applicant for admission to membership, by having at least three-fourths majority of the members present at such meeting, voting in the affirmative for the election of such person. *68. Emergency. 2. Whereas there are several societies in this State, who will be benefited by such a change, and are desirous of increasing their membership, wherefore an emergency exists, therefore this act shall take effect and be in force from and after its passage. LOAN ASSOCIATIONS. AN ACT to enable associations of persons to become a body corporate to raise funds to be loaned only among the members of such association. [In force July 1, 1879. L. 1879, p. 83.] *69. License-to organize corporation-how obtained. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That wherever any number of persons, not less than five, may desire to become incorporated as a mutual building loan and homestead association, for the purpose of building and improving homesteads and loaning money to the members thereof only, they shall make a statement to that effect, under their hands and seals, duly acknowledged before some officer in the manner provided for the acknowledgment of |