title to the same in said corporation. The stock so purchased shall be held subject to the control of the remaining stockholders, who may make such disposition of the same as they may deem fit. Whenever any portion of the capital stock of any corporation is held by the said incorporation by purchase or otherwise, a majority of the remaining shares of stock in said corporation shall be held to be a majority of the shares of the stock in said incorporated company, for all purposes of election or voting on any question before a stockholders' meeting. Stockholders Liable Until Subscriptions Are Fully Paid.

SEC. 31. Where the whole capital of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy its debts and obligations, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of such share, as fixed by the charter of the corporation, or its articles of incorporation, or such proportion of that sum as shall be required to satisfy such debts and obligations, but no more. No suit shall be brought against any Director or stockholder for any debt of a corporation organized as aforesaid, of which he is such Director or stockholder, until judgment be obtained therefor against such corporation and execution thereon returned unsatisfied.

Trustees Not Personally Liable.

No person holding stock in any corporation incorporated in this State as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally liable or subject to any liability as a stockholder in or of such corporation (provided the transfer and the books of the company show the nature of the transfer and that the said stock is held in such fiduciary capacity or as a pledge and as security merely), but the person pledging such stock shall be considered as holding and owning the same, and the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable in like manner and to the same extent as the testator or intestate or the ward or the person interested in such fund would have been had he been living and competent to act and hold the stock in his own name.

Liabilities Created by Statutes of Other States Not To Be Enforced in This State.

SEC. 33. No action or proceeding shall be maintained by any creditor of any corporation, nor by said corporation, nor by any other party or person in any court of this State against any stockholder, officer or Director of any domestic corporation for the purpose of enforcing any statutory personal liability of such stockholder, officer or Director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liability be created by or arise from the Statutes or laws of the United States or of any other State, Territory, colony or foreign country.

SEC. 34. [Repealed, 1905.]

SEC. 35. [Repealed, 1905.]

Conversion of Preferred Stock Into Bonds; Issue of Bonds Convertible Into Common Stock. SEC. 36. With the consent of two-thirds in interest of each class of the stockholders present in person or by proxy at a meeting called

in the manner provided in Section 40 of this Act, every corporation organized under this Act, that shall have issued preferred stock, entitling the holders thereof to receive dividends at a rate exceeding seven per centum per annum, and that shall have continuously declared and paid dividends at such rate, on such preferred stock for the period of at least one year next preceding the meeting, and whose floating or unfunded debt at the time of the stockholders' meeting shall, in the certificate thereof filed with the Secretary of State, be certified not to exceed ten per centum of the par amount of the preferred stock then outstanding, and whose assets at such time, after deducting the amount of its indebtedness, shall be certified, in the judgment of the officers making such certificate, to be at least equal to the amount of preferred stock issued and outstanding, may, with the consent of the holders of any such preferred stock, redeem and retire the preferred stock of such holder, out of bonds or out of the proceeds of bonds of the corporation, bearing interest at a rate not exceeding seven per centum per annum, the principal of such bonds being made payable at a date not less than ten years from the date thereof; every corporation organized under this Act may, from time to time, in the manner above provided, issue bonds, which, if therein so declared, shall be convertible at par at the option of the holder, into fully paid common stock of the corporation at par, within any period therein prescribed not less than two years from the issue thereof; and in such case the Board of Directors may authorize the issue of the common stock into which such bonds, by their terms, shall be convertible.

Incorporators May Amend Certificate of Incorporation Before Payment of Capital.

SEC. 37. It shall be lawful for the incorporators of any corporation, before the payment of any part of its capital, to record with the Clerk of the county in which its original certificate of incorporation was recorded, and file with the Secretary of State, an amended certificate duly signed by the incorporators named in the original certificate of incorporation, and duly acknowledged or proved as required for certificates of incorporation under this Act, modifying, changing, or altering its original certificate of incorporation, in whole or in part, which amended certificate shall take the place of the original 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, however, that nothing herein shall permit the insertion of any matter. not in conformity with this Act; and, provided, however, that this Act shall not in any manner affect any proceedings pending in any court, and for filing said amended certificate of incorporation, the Secretary of State shall charge such fee as may be allowed by law.

Surviving Incorporators May Designate Others for Organization.

SEC. 38. When one or more of the Commissioners or incorporators of any corporation, created by or under this or any general or special Act, shall have died before the corporation shall have been organized, pursuant to law, the survivors or survivor may in writing designate other persons who may take the place and act instead of those deceased, in the organization; and the organization so effected by their aid shall be as effectual in law as if it had been effected by all the original Commissioners or incorporators.

Errors and Omissions in Certificate of Incorporation Cured by Amendment.

SEC. 39. Whenever, in the certificate or articles of incorporation or organization of any corporation organized under any general Act of the Legislature of this State, there shall be any error or omission in the recital of the Act under which said corporation is created, or mistake in or the omission of any other matter which is required or proper to be stated in said certificate, it shall and may be lawful for said corporation to correct such error in the manner following: The Board of Directors of such corporation shall pass a resolution declaring that such error exists and that said corporation desires to correct the same. A certificate of such action shall be made and signed by the President and Secretary under the corporate seal; which said certificate shall be acknowledged or proved as in the case of deeds of real estate, and such certificate, together with the written assent, in person or by proxy, of two-thirds in interest of all the stockholders of said corporation, shall be filed in the office of Secretary of State, and upon the filing thereof, the articles or certificate of incorporation or of organization shall be deemed to be corrected and amended accordingly, and the filing of said certificate in conformity with this Act shall have the same force and effect as if said certificate or articles of incorporation or organization had been originally drafted in conformity with the amendment so made.

Amendment and Changes After Organization.

SEC. 40. Every corporation organized under this Act may change the nature of its business, change its name, increase its capital stock, change the par value of the shares of its capital stock, decrease its capital stock, change the location of its principal office in this State, extend its corporate existence, change the number of its Directors or Trustees, create one or more classes of preferred stock, and make such other amendment, change or alteration as may be desired, in manner following: The Board of Directors shall pass a resolution declaring that such change or alteration is advisable and calling a meeting of the stockholders to take action thereon; the meeting shall be held upon such notice as the by-laws provide, and in the absence of such provision, upon ten days' notice, given personally or by mail; if two-thirds in interest of each class of the stockholders having voting powers and of other persons having like powers shall vote in favor of such amendment, change or alteration, a certificate thereof shall be signed by the President and Secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, and such certificate, together with the written assent, in person or by proxy, of two-thirds in interest of each class of such stockholders and creditors, if any, having voting powers, shall be filed in the office of the Secretary of State, and upon the filing of the same and filing a certified copy of said certificate of amendment with the County Clerk of the county where the corporation has its principal office, the certificate or articles of incorporation shall be deemed to be amended accordingly; provided, that such certificate of amendment, change or alteration shall contain only such provision as it would be lawful and proper to insert in an original certificate of incorporation made at the time of making such amendment, and the certificate of the Secretary of State that such certificate and assent have been filed in his office shall be taken and

accepted as evidence of such change or alteration in all courts and places; provided, also, that no amendment making or attempting to make paid up stock issued as paid up or the holders thereof liable to assessment or for debts of the company shall be made.

Amendments by Corporations Formed Under Other Acts.

SEC. 41. Any corporation of this State, whether organized under this Act or by a special Act of incorporation or under general laws, excepting railroad corporations, and other corporations possessing the right of taking and condemning lands, may increase or decrease its capital stock, change its name, the par value of the shares of its capital stock, or the location of its principal office in or out of this State, and fix any method of altering its by-laws permitted by this Act in the manner prescribed in the foregoing section, and any corporation may in the same manner relinquish one or more branches of its business, or extend its business to such branches as might have been inserted in its original certificate of incorporation.

Method of Decrease of Capital Stock.

SEC. 42. The decrease of capital may be effected by retiring or reducing any class of the stock, or by drawing the necessary number of shares by lot for retirement, or by the surrender by every shareholder of his shares, and the issue to him in lieu thereof of a decreased number of shares, or by the purchase at not above par of certain shares for retirement, or by retiring shares owned by the corporation or by reducing the par value of shares; and when any corporation shall decrease the amount of its capital stock herein before provided, by amendment pursuant to this and the two preceding sections, the certificate decreasing the same shall be published for three weeks successively, at least once in each week, in a newspaper published in the county in which the principal office of the corporation is located; the first publication to be made within fifteen days after the filing of such certificate, and in default thereof the Directors of the corporation [shall be jointly and severally liable for all debts of the corporation contracted before the filing of the said certificate, and the stockholders shall also be liable for such sums as they may respectively receive of the amount so reduced; provided, no such decrease of capital stock shall release the liability of any stockholder, whose shares have not been fully paid, for debts of the corporation theretofore contracted.]

Merger.

SEC. 43. Any two or more corporations organized under the provisions of this Act, or existing under the laws of this State, for the purpose of carrying on any kind of business, may consolidate into a single corporation which may be either one of said consolidating corporations, or a new corporation to be formed by means of such consolidation; the Directors or Trustees, or a majority of them, of such corporation, as desire to consolidate, may enter into an agreement signed by them and under the corporate seals of the respective corporations, prescribing the terms and conditions of consolidation, the mode of carrying the same into effect, and stating such other facts as are necessary to be set out in articles of incorporation, as provided in this Act, as well as the manner of converting the shares of such of the old corporations into the new, with such other details and provisions

as are deemed necessary. Said agreement shall be submitted to the stockholders of each corporation, at a meeting thereof, called separately for the purpose of taking the same into consideration, of the time, place and object of which meeting due notice shall be given by publication at least once a week for four successive weeks in one or more newspapers published in the county wherein each corporation either has its principal office or conducts its business in this State, and a copy of such notice shall be mailed to the last known postoffice address of each stockholder of each corporation, at least twenty days prior to the date of such meeting, and at said meeting said agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and if the votes of stockholders and others entitled to vote as stockholders of each corporation representing two-thirds in amount of its capital stock and two-thirds of the secured claims held by creditors entitled to vote as stockholders, shall be for the adoption of said agreement, then that fact shall be certified on said agreement by the Secretary of each corporation, under the seal thereof, and the agreement so adopted and certified shall be signed by the President and Secretary of each of said corporations under the corporate seals thereof and acknowledged by the President of each of such corporations before any officer authorized by the laws of this State to take acknowledgments of deeds to be the respective act, deed and agreement of each of said corporations, and the agreement so certified and acknowledged shall be filed in the office of the Secretary of State, and shall thence be taken and deemed to be the agreement and act of consolidation of said corporations, and a copy of said agreement and act of consolidation duly certified by the Secretary of State under the seal of his office, shall also be filed and recorded in the offices of the County Clerks of the counties of this State in which the respective corporations so consolidated shall have their original charters or articles or certificates of incorporation recorded, or if any of the corporations shall have been specially created by a public Act of the Legislature, or shall have changed its place of business since its incorporation, then said agreement shall be filed and recorded in the county where such corporation shall have had its principal place of business, and such copy certified by the Secretary of State as such record, or a certified copy thereof, shall be prima facie evidence of the existence of the corporation created by the said agreement, and of the observance and performance of all antecedent acts and conditions necessary to the creation thereof.

Agreement of Mergers.

SEC. 44. When the agreement is signed, acknowledged, filed and recorded, as in the preceding section is required, the separate existence of the constituent corporations shall cease, and the consolidated corporations shall become a single corporation in accordance with the said agreement, possessing all the rights, privileges, powers, and franchises, as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so consolidated, and all and singular, the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due on whatever account, as well for stock sub