certificate that a copy of the articles containing the required statement of facts has been filed in his office and thereupon the persons so associating, their successors and assigns, shall from the date of such certificate be and constitute a body corporate, by the name set forth in said certificate or articles, subject to dissolution as in this Act elsewhere provided.

Evidence of Incorporation.

SEC. 6. A copy of any certificate or articles of incorporation filed in pursuance of this Act, and certified by the County Clerk of the county in which it is filed or a copy of the copy filed with the Secretary of State certified by him or said certificate, issued by the Secretary of State pursuant to Section 5 of this Act shall be received in all courts and places as prima facie evidence of the facts therein stated, and of the existence and due incorporation of said corporation therein named.

Powers.

SEC. 7. Every corporation created under the provisions of this Act shall have power:

1. To have succession, by its corporate name, for the time stated in its certificate or articles of incorporation, and when no period is limited, perpetually or until dissolved and its affairs wound up according to law. 2. To sue and be sued, complain and defend in any court of law or equity.

3. To make and use a common seal and alter the same at pleasure. 4. To hold, purchase and convey real and personal estate, and to mortgage any such real and personal estate with its franchises; the power to hold real and personal estate, except in the case of religious corporations, shall include the power to take the same by devise or bequest in this State or in any other State, Territory or country.

5. To appoint such officers and agents as the business of the corporation shall require, and to allow them suitable compensation.

6. To require of them such security as may be thought proper for the fulfillment of their duties, and to remove them at will.

7. To make by-laws not inconsistent with the Constitution or laws of the United States or of this State, fixing and altering the number of its Directors or Trustees, providing for their election and removal or for the management of its property, the regulation and government of its affairs, and for the certification and transfer of its stock, and to provide suitable penalties for a breach thereof not exceeding $25 in any

one case.

8. To wind up and dissolve itself, or to be wound up and dissolved in the manner hereinafter mentioned.

9. To conduct business in this State, other States, the District of Columbia, the Territories, Districts, Dependencies and Colonies of the United States and in foreign countries, and have one or more offices out of this State, and to buy or otherwise obtain, hold, purchase, mortgage and convey real and personal property within or out of this State, to issue its bonds, debentures or other securities and hypothecate its franchises and property of any kind as security therefor.

Power to Issue Money Denied.

SEC. 8. No corporation created under the provisions of this Act, shall, by any implication or construction, be deemed to possess the

power of issuing bills, notes or other evidences of debt for circulation as money, and nothing in this Act shall be so construed as to authorize the formation of banking corporations for the purpose of issuing or circulating money or currency within this State or without the State or at all, except the Federal currency or the notes of banks authorized under the laws of the Congress of the United States, nor shall bank notes, or paper of any kind, be permitted to circulate as money in this State, other than the notes of banks authorized by the laws of the Congress of the United States.

Additional Powers.

SEC. 9. In addition to the powers enumerated in this Act, every corporation, its officers, Directors and stockholders, shall possess and exercise all the powers and privileges contained in this Act, and the powers expressly given in its articles or certificate under which it was incorporated, so far as the same are necessary or convenient to the attainment of the objects set forth in such certificate or articles of incorporation; but shall be governed by the provisions and be subject to the restrictions and liabilities in this Act contained, and no corporation shall possess or exercise any other corporate powers, except such incidental powers as shall be necessary to the exercise of the powers so given.

Preferred and Other Special Stocks.

SEC. 10. Every corporation organized under this Act shall have power to create two or more kinds of stock, of such classes, with such designations, preferences and voting powers or restrictions or qualifications thereof as shall be stated and expressed in the certificate or articles of incorporation or in any amendment or certificate of amendment thereof; and the power to increase or decrease the stock as in this Act elsewhere provided, shall apply to all or any of the classes of stock; but at no time shall the total amount of the preferred stocks issued and outstanding exceed two-thirds of the capital stock paid for in cash or property, and such preferred stocks may, if desired, be made subject to redemption at any time after three years from the issue thereof, at a price not less than par, and the holders thereof shall be entitled to receive, and the corporation shall be bound to pay thereon (but only out of the profits or property of said corporation) dividends at such rates and on such conditions as shall be stated in the original or amended certificate of incorporation, not exceeding ten per centum per annum, payable quarterly, half yearly or yearly; and such dividends may be made payable before any dividends shall be set apart or paid on the common stock, and such dividends may be made cumulative; provided, the corporation shall set apart or pay the said dividends to the holders of non-cumulative preferred stock before any dividend shall be paid onthe common stock; and in no event shall a holder of any class of stock be personally liable for the debts of the corporation nor for the payment of dividends; but in case of insolvency its debts and other liabilities shall be paid in preference to the preferred stock; the terms "general stock" and "common stock" are synonymous.

Rights May Be Given Creditors to Vote or Inspect Books, Etc.

SEC. 11. Every corporation, organized under and pursuant to the provisions of this Act, or subject to its provisions, may make suitable

provisions in its articles or certificate of incorporation, original or amended, and thereby to the extent, in the manner and subject to the conditions provided in the certificate or articles of incorporation confer upon the holders of any bond or debentures issued or to be issued by any such corporation, whether secured by mortgage or otherwise, the power to vote in respect to the corporate affairs and management of the company to the same extent and in the same manner as stockholders of the said corporation, as may be provided in the certificate of incorporation and, in case of a default in the payment of the principal or interest on said bonds or otherwise, or in any other case, confer upon such bondholders the same right of inspection of the corporate books and accounts and records of any such company, and also any other rights, which the stockholders of the said company have or may have by reason of the provisions of the Statutes or laws of this State or pursuant to the provisions of the certificate or articles of incorporation or the by-laws of the company.

First Meeting.

SEC. 12. The first meeting of every corporation shall be called by a notice signed by a majority of the incorporators named in the certificate of incorporation, designating the time, place and purpose of the meeting; which may be within or without the State, and such notice shall, at least two weeks before the time of any such meeting, be published three times in some newspaper of the county where the corporation has its principal place of business; or said first meeting may be called without such or any publication of notice if two days' notice be personally served on all the parties named in the certificate of incorporation, and all stockholders, or if all the parties named in the certificate of incorporation and all who have become members or subscribed for stock therein, since its date, if any, waive notice in writing and fix a time and place of meeting which may be done in said certificate or articles of incorporation, or by a separate writing filed with the Secretary or Clerk of the corporation.

First Meeting for Election of Directors, Etc.

SEC. 13. At such first meeting Directors or Trustees shall be elected and any business specified in the notice thereof or in the written waiver of notice thereof may be transacted. Stockholders or members shall be entitled to vote at said meeting, and thereafter the said Directors or Trustees shall be elected at the time and place within or without this State named in the by-laws, and which shall not be changed within sixty days next before the day on which the election is to be held. A notice of any change shall be given to each stockholder thirty days before the election is held, in person or by letter mailed to his last known postoffice address. Until the Directors or Trustees are elected the incorporators shall have charge of the formation of the corporation and may take all steps necessary to obtain subscriptions and perfect the organization.

Meeting of Stockholders, and Principal Office.

SEC. 14. That in all cases after the first meeting of the incorporators, where it is not otherwise provided by the by-laws, the meetings of the stockholders or members of every corporation shall be held at its principal office in this State. The stockholders and Directors may,