Evening journal., 1899-03-20


corporations Of this State or any other
/ State, country, nation, or government,
and While owner Of said stock may exer-
else all the rights. powers and privileges
Of ownership, including the right to vote
thereon.
AMENDMENT BEFORE PAYMENT OF
CAPITAL.
! SECTION 1884, It shall be lawful for
| the incorporators any corporation. before
| the payment Of any part of Its capital, to
file with the Secretary OF State, an
| amended certificate, duly signed by the
| incorporators named In the original Ger.
/ tdcate Of Incorporation, and duly ac-
knowledged in the manner In this Act re,
quired for certificates of Incorporation. IN
| this Act heretofore provided for modify
| ing. changing or altering Its original GER
| tlhcate Of Incorporation in whole OF In
| part. Said Secretary Of State shall fur
| nish certified copy Of said certificate,
/ under his hand and seal Of Office and
i said certified copy shall be recorded In the
/ Office of the Recorder OF the county IN
which its original certificate OF lncorpora-
| tion was recorded. Said amended certih-
/ cate shall take the place Of the original
j certificate OF incorporation, and shall be
deemed to have been filed and recorded
on the date OF the filing and recording Of
the original certificate; provided. how
| ever that nothing herein contained shall
permit the insertion Of any matter not
| in conformity with the provisions OF this
Act. For filing any such amended certih-
cate Of Incorporation the Secretary OF
/ State shall receive. for the use Of the
State. a tax OF twenty dollars, and II the
| capital stock Of the corporation Is in
creased by any such amended certificate
he shall receive, as aforesaid, an addi-
tional sum Of fifteen cents for each one
thousand dollars Of Increase.
CHANGE OF NAME, BUSINESS, ETC.
SECTION 1875. Every corporation or
ganized under this Act may change the
nature OF Its business. change It's name
change the par value OF the shares OF Its
capital stock, change the location Of its
Drincipal Office in this State. extend It's
corporate existence. create one or more
classes of preferred stock. and make such
other amendments, changes or alteration
as may be desired. In manner following;
The beard of directors shan pass reso-
luton declaring that such change or al
teration Is advisable and calling a meet
ing of the stockholders 70 take action
thereon: the meeting sha ! be held upon
Il such notice as the bylaws provide, and
in the absence Of such provision, upon
ten days notice, given personally or by
mail; II two-thirds In interest or each
class OF the Stockholders having voting
power shall vote in favor Of such amend
ment, change or alteration, a certificate
thereof shall be signed by the president
and secretary under the corporate seal
| acknowledged by said president and sec
retary, before any officer authorized by
the laws Of this State to take acknowl.
edgment OF deeds. to be the act, deed and
certificate of such corporation. And such
| certificate. acknowledged as aforesaid, TO-
gether with the assent In person or by
proxy, of two-thirds In Interest OF eacf
class OF such stockholders, shall be hlec
IN the office OF the Secretary OF State
and a copy thereof duly certified by thS
| Secretary OF State shall be recorded In
the office OF the Fcrorder OF the county
IN which the original certificate OF incor
poratiOn is recorded and upon so hlinl
! and recording the same. the certificate O
, Incorporation shall be deemed TO b'
J amended accordingly; provided that suci
: certificate Of amendment, change or al
teration shall contain only such proVis
ions as II would be lawful and proper e
insert in an original certificate OF incor
{ poration made at the time OF making sucl
amendment, and the certificate OF tn
Secretary OF State that such cert1cat
, and assent have been filed In his onice
I the record Of the same in the office o
! the Recorder aforesaid or a copy OF SAT-
e record duly certified by the Recorde
e aforesaid, shall be taken and accepted a
J. evidence of such change or alteration i
- all courts and places.
MEETINGS OF STOCKHOLDERS.
SECTION 1856. That IN all cases whei
= Il Is not otherwise provided by the by
laws. the meetings of the stockholders o
A. every corporation Of this State shall p
Z held at its principal office or place o
! | business in this State; the directors ma
hold their meetings, and have an onlc
!, or Offices outside Of this State. If the by
r. laws or certificates of Incorporation $
l. maintain a principal office or place o
t. business in this State, and have an agen
: resident in this State in charge thereof.
{ CLASSES OF STOCK.
SECTION 1877. Every corporation sha
have power to create two or more KIND
Of stock OF such classes. with such desie
, | nations. preferences and voting powers
i or restriction or qualification theyot, a
N shall be stated and expressed m the cel
n tihcate of Incorporation; ana the poWe
=. to increase or decrease the stock. as !
I this Act elsewhere provided, shall appl
!, to all or any classes of stock but at
I time shall the total amount OF the pre-
u ferred stocks exceed two-thirds Of th
actual capital paid IN cash or property
and such preferred stock, may, II desired
l. be made subject to redemption az not les
n than par, at a fixed time ana price, 10 q
- EXPRESSED in the certificate thereof; an
a the holders thereof shall be entitled
y receive, and the corporation shall q
I bound to pay thereon. fixed yearly diN
IN dend. to he expressed In the certincat
l. not exceeding eight per centum, payan
{ quarterly, half yearly or yearly, petoi
Is amy dividend shall be set apart or pald !
,r the common stock, and such dividend
Iy may be cumulative, and In no event sha
IL | a holder OF preferred stock be personal
s. liable for the debts OF the corporation
A. but In case OF insolvency It's DEBTS
/
n ence to the preferred stock; unless It's o.
r. lgnal certificate Of Incorporation sha
otherwise provide. no corporation sha
20 create preferred stock, except by autho
al ity given to the board Of direct tors by
in vote Of at least two-thirdH OF the stoC
voted at a meeting OF the common stool
10 holders duly called for that purpose; q
to terms general stock and "comms
er stock are synonymous.
ot When any corporation snail issue stO'
n for labor done or personal property
N real estate or leases thereof In the "a
sence Of fraud IN the ransaction. q
q. Judgment OF the directors as TO the vail
IN OF such labor. property. real estate
IS leases shall be conclusive.
EXISTING CORPORATIONS.
he SECTION 1885, Any corporation of u
CO State existing at the time this Act b
IN comes a law may change the nature
no Its business. be permitted to hold real az
ne personal property of a greater or le
i'd amount in value. increase or decrease
IT, capital stock change its name. chan
in the par value Of the shares Of its capt.
"a stock. change the location of its princiT
ok office or place OF business In this sta
.te and fix any method Of altering its b
ed laws permitted by any law OF this sta
.te in the manner prescribed in Section
IN Of this Act. and any corporation may
he the same manner relinquish one or me
n branches Of its business or extend
It business to such branches as might ha