scriptions as all other things in action or belonging to each of such corporations, shall be vested in the consolidated corporation; and all property rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the consolidated corporation as they were of the several and respective former corporations, and the title to any real estate, wherever situate, whether by deed or otherwise, under the laws of this State, vested in either of such corporations, shall not revert or be in any way impaired by reason of this Act; provided, that all rights of creditors, and all liens upon the property of either of said former corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective former corporations shall thenceforth attach to said consolidated corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Payment for Stock of Dissatisfied Stockholders.

SEC. 45. If any stockholder in either corporation consolidating as aforesaid, who objected thereto in writing, shall within twenty days after the agreement of consolidation has been filed and recorded, as aforesaid, demand in writing from the consolidated corporation payment of his stock, such consolidated corporation shall, within three months thereafter, pay to him the value of the stock at the date of consolidation; in case of disagreement as to the value thereof, it shall be ascertained by three disinterested persons, one of whom shall be chosen by the stockholder, one by the Directors of the consolidated corporation, and the other by the two selected as aforesaid; and in case the said award is not paid within sixty days from the making thereof, and notice thereof given to said stockholder and said consolidated corporation, the amount of the award shall be evidence of the amount due by said corporation, and may be collected as other debts are by law collectible; on receiving payment of the award, said stockholder shall transfer his stock to the said consolidated corporation, to be disposed of by the Directors thereof, or to be retained for the benefit of the remaining stockholders. If for any reason said award be not made, or be grossly unfair, either party may have an action in the District Court to determine the value of the shares and effect the transfer thereof to the corporation on payment of such value.

Pending Actions Not Affected by Merger.

SEC. 46. Any action or proceeding pending by or against either of the corporations consolidated may be prosecuted to judgment, as if such consolidation had not taken place, or the new corporation may be substituted in its place.

Liability Not Affected by Merger or Decrease of Capital.

SEC. 47. The liability of corporations created under this Act, or existing under the laws of this State, or the stockholders or officers thereof, or the right or remedies of the creditors thereof, or of persons doing or transacting business with such corporation, shall not in any way be lessened or impaired by the sale thereof, or by the increase or decrease in the capital stock of any such corporation, or by the consolidation of two or more corporations, or by any change or amendment in the articles of incorporation.

Bonds, Etc.-Power of Consolidated Company.

SEC. 48. When two or more corporations are consolidated, the consolidated corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect such consolidation; to secure the payment of which bonds and obligations it shall be lawful to mortgage its corporate franchise, rights, privileges and property, real, personal and mixed; and may issue capital stock to such an amount as may be necessary, to the stockholders of such consolidated corporation in exchange or payment for the original shares, in the manner and on the terms specified in the agreement of consolidation.

Sale of Franchise.

SEC. 49. If the franchise and property of any corporation formed under the provisions of this Act, or existing under the law of this State is sold, the persons who may become the purchasers, at private sale or under the judgment of the Court, may organize a corporation for the continuation, operation and management of the same; and such corporation, when organized, shall have the same rights, privileges and franchises as have been granted to, or acquired by, the corporation purchased; and shall be subject to all the limitations, restrictions and liabilities imposed upon it; and, in addition thereto, shall be subject to all the provisions of this Act. Such corporation shall be formed by a certificate or articles of incorporation executed by the purchaser and his associates, and which shall, in addition to the requirements of the provisions of this Act, set forth the description of the property sold and the decree under which the sale was made, if it was sold under judgment, or if not, the deed conveying the property; the amount paid or to be paid, and to whom and by whom, and such other statements as may be deemed necessary. The articles shall be signed by the purchaser and his associates, if any, and shall be filed in the office of the Secretary of State, who shall furnish a certified copy of the same under his hand and seal of office, which shall be recorded as hereinbefore provided for certificates of incorporation; and when a certificate of such fact is delivered to the purchaser the corporation shall be deemed to be organized, and shall have the rights, powers and privileges, and be subject to all restrictions, limitations and liabilities of other similar corporations organized under this Act.

Manner of Sale.

SEC. 50. Sales of property and franchises of such corporations that may be sold under a decree of court shall be made after such notice of the time and place as the Court may deem proper; and if such sales are made in the foreclosure of one or more mortgages, the Court may order such sale to be made for the whole amount of the outstanding bonds and interest secured by such mortgage or mortgages, or if the property and franchise will produce so much, then for the amount of interest due under said mortgage or mortgages, subject to the payment by the purchaser of the outstanding bonds and interest secured thereby as they became due; and in the latter event may, by proper orders,

secure the assumption thereof by the purchaser; but when a sale shall be ordered to be made, subject as aforesaid, the Court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from encumbrances. Sales under this section shall be made on such credits as the Court may deem proper.

Forfeiture of Charter for Failure to Commence Business.

SEC. 51. Any corporation organized under this Act shall forfeit all rights, privileges and franchises obtained thereunder, if it shall fail, for two years after its incorporation, to organize and to commence in good faith the business, or to promote the objects or purposes for which it was organized.

Incorporation Cannot Be Attacked Collaterally.

SEC. 52. The due incorporation of any company claiming in good faith to be a corporation pursuant to the laws of this State, and doing business as such, or its rights to exercise corporate powers, shall not be inquired into collaterally in any private suit to which such de facto corporation may be a party. This section shall not be construed to prevent judicial inquiry into the regularity or invalidity of the incorporation or organization of the corporation, or its lawful possession of any corporate power it may undertake to assert in any other suit or proceeding where its corporate existence, or the power to exercise the corporate rights it asserts, is challenged by the State, or its officers authorized so to do, and evidence tending to sustain such challenge shall be admissible in any suit or proceeding.

SEC. 53. [Repealed, 1905.]

May Issue Stock for Labor or Real or Personal Property.

SEC. 54. Any corporation existing under any law of this State may issue stock for labor done or personal property or real estate or leases thereof; in the absence of fraud in the transaction, the judgment of the Directors as to the value of such labor, property, real estate or leases shall be conclusive.

Stock So Issued Is Paid.

SEC. 55. All stock so sold or so issued pursuant to Sections 53* or 54 of this Act shall be fully paid and not liable to any further call or assessment (and this shall be so stated on the face of the certificate). But it shall be the duty of the corporation to have its minutes or other permanent records to show, with reasonable detail, the items and character of property (and of the labor or services) for which any stock or bonds were so issued.

Certificate of Stock.

SEC. 56. Every stockholder shall have a certificate under the seal of the corporation, signed by the President, or Vice-President, and by the Treasurer or Secretary, certifying the total amount of capital stock, authorized, and the total number of shares, the par value, and the number of shares contained in the certificate, whether they are fully paid up and non-assessable or not, also give the location of the principal office, and the name of the resident agent.

*Section 53 repealed, 1905.

Exemption of Stock Held by Non-Residents.

SEC. 57. The shares of stock in every corporation shall be deemed personal property and transferable on the books of the corporation in such manner and under such regulations as Section 27 of this Act require[s] and the by-laws provide; provided, however, that no stock or bonds issued by any corporation organized under this Act shall be taxed by this State when the same shall be owned by non-residents of this State, or by foreign corporations.

Voting List of Stockholders and Stock Ledger.

SEC. 58. After the first election of Directors, unless the by-laws or the certificate or articles of incorporation otherwise provide, no stock shall be voted on at any election of Directors or Trustees, or on any question submitted to stockholders at any meeting thereof, which shall have been transferred on the books of the company within twenty days next preceding such election, and it shall be the duty of the Directors or Trustees to cause the officer who shall have charge of the stock ledger to prepare and make, at least ten days before every election, a complete list of stockholders entitled to vote, arranged in alphabetical order. Such list shall be open, at the place where said election is to be held for said ten days, to the examination of any stockholder, or party entitled to vote at such election, or their agents or proxies, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder or party entitled to inspect the same who may be present. Upon the neglect or refusal of the said officers or of the Directors or Trustees to produce such list at any election, they shall be ineligible to any office at such election. The original or duplicate stock ledger provided for in Section 71 of this Act and containing the names and addresses of the stockholders, and the number of shares held by them, respectively, shall, at all times, during the usual hours of business, be open to the examination of every stockholder at its principal office or place of business in this State, and said original or duplicate stock ledger shall be evidence in all courts of this State. Such ledger shall be kept by all corporations, and either the original or duplicate shall always be kept open for inspection by stockholders or State officers, at the principal place of business of said corporation. If the duplicate is so kept, the original may be kept at any place the corporation may fix, within or without the State.

Stock Ledger to Determine Who May Vote-Proxies To Be Filed.

SEC. 59. In case the right to vote upon any share of stock shall be questioned, the inspectors of the election shall refer to the stock books of the corporation to ascertain who are the stockholders, and in case of a discrepancy between the books, the stock ledger, if properly kept, shall control and determine who are entitled to vote. Proxies and powers of attorney to vote must (unless the by-laws or certificate or articles of incorporatiou otherwise provide) be filed with the Secretary of the company twenty days before an election, or they cannot be used at such election.

Stock Held by Executors, Etc.-How Voted.

SEC. 60. Whenever any stock is held by any person as executor, administrator, guardian, or trustee, he shall represent such stock at all meetings of the company, though standing in the name of the bene

ficial owner on the books of the company, and may vote accordingly as a stockholder, or give proxies therefor.

Pledge of Stocks and Voting Power of Pledger.

SEC. 61. Any stockholder may pledge his stock, by a delivery of the certificates, or other evidence of his interest, but may nevertheless represent the same at all meetings and vote as a stockholder. Persons holding stock pledged shall be entitled to vote the shares so held, if transferred to them and standing in their names, unless it appears on the books that the transfer is as security only and not absolute, or if in the transfer by the pledger on the books of the corporation as security he shall have expressly given to the pledgee power to vote thereon; in all other cases only the pledger or his proxy may represent said stock and vote thereon. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, on the books of the company.

Treasury Stock Not To Be Voted.

SEC. 62. Shares of stock of the corporation belonging to the corporation shall not be voted upon directly or indirectly.

Lost Certificates.

SEC. 63. Every corporation may issue a new certificate of stock in place of any certificate claimed to be lost or destroyed, but the Directors may require as a condition of such reissue that the owner or his successors in interest give a bond in a sum not exceeding double the value of the stock, but not less than $100, to indemnify the corporation against any claim that may be made on account of the issue of such new certificate.

Proceedings in Court to Obtain New Certificate.

SEC. 64. The District Court shall, for due cause shown upon complaint of the owner of a lost or destroyed certificate, order the delivery to him by said Directors of a new certificate in lieu thereof, and may require a proper bond in such amount as the Court may fix for the protection of the corporation and of any person who may be interested in the lost or destroyed certificates.

Security on Transfer.

SEC. 65. No share of stock shall be transferred without the consent of the Directors until the same is fully paid up or security given to the satisfaction of the Board for the residue remaining unpaid. And where bond or security have been given to the corporation for any sum remaining unpaid upon stock, no transfer shall affect the validity of such bond as security.

Dividends.

SEC. 66. The Directors of every corporation created under this Act shall have power, after reserving over and above its capital stock paid in such sum, if any, as shall have been fixed by the stockholders, to declare a dividend among its stockholders of the whole of its accumulated profits, in excess of the amount so reserved, and pay the same to such stockholders on demand; provided, that the corporation may, in its certificate of incorporation, or in its by-laws, give the Directors power to fix the amount to be reserved.