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books, in which shall be recorded the amount of capital stock subscribed, and by whom ; the names of the owners of its stock, and the amount owned by them respectively; the amount of stock paid in, and by whom; the transfers of said stock; the amount of its assets and liabilities, and the names and place of residence of its officers. The directors of every railroad corporation shall, annually, make a report, under oath, to the auditor of public accounts, or some officer to be designated by law, of all their acts and doings, which report shall include such matters relating to railroads as may be prescribed by law. And the general assembly shall pass laws enforcing by suitable penalties the provisions of this section.
9. [Rolling STOCK, ETC., PERSONAL PROPERTY.] $ 10. The rolling stock, and other movable property belonging to any railroad company or corporation in this State, shall be considered personal property, and shall be liable to execution and sale in the same manner as the personal property of individuals, and the general assembly shall pass no law exempting such property from execution and sale.
10. [CONSOLIDATIONS PROHIBITED.] 11. No railroad corporation shall consolidate its stock, property or franchises with any other railroad corporation owning a parallel or competing line; and in no case shall any consolidation take place, except upon public notice given, of at least sixty days, to all stockholders, in such manner as may be provided by law. A majority of the directors of any railroad corporation, now incorporated or hereafter to be incorporated by the laws of this State, shall be citizens and residents of this State.
11. [RAILROADS PUBLIC HIGHWAYS.] § 12. Railways heretofore constructed, or that may hereafter be constructed in this State, are hereby declared public high ways, and shall be free to all persons for the transportation of their persons and property thereon, under such regulations as may be prescribed by law. And the general assembly shall, from time to time, pass laws establishing reasonable maximum rates of charges for the transportation of passengers and freight on the different railroads in this State.
12. [For WHAT STOCKS IS TO BE ISSUED.] $ 13. No railroad corporation shall issue any stock or bonds, except for money, labor or property; actually received, and applied to the purposes for which such corporation was created; and all stock dividends, and other fictitious increase of the capital stock or indebtedness of any such corporation, shall be void. The capital stock of no railroad corporation shall be increased for any purpose, except upon giving sixty days' public notice, in such manner as may be provided by law.
13. [EMINENT DOMAIN INVIOLATE.] $ 14. The exercise of the power, and the right of eminent domain, shall never be so construed or abridged as to prevent the taking, by the general assembly, of the property and franchises of incorporated companies already organized, and subjecting them to the public necessity the same as of individuals. The right of trial by jury shall be hield inviolate in all trials of claims for compensation, when, in the exercise of the said right of eminent domain, any incorporated company shall be interested either for or against the exercise of said right.
14. [UNJUST DISCRIMINATION PREVENTED.] $15. The general assembly shall pass laws to correct abuses and prevent unjust discrimination and extortion in the rates of freight and passenger tariffs on the different railroads in this State, and enforce such laws by adequate penalties, to the extent, if necessary for that purpose, of forfeiture of their property and franchises.
15. [WHAT CONSTITUTES PUBLIC WAREHOUSES.] $ 1. All elevators or storehouses where grain or other property is stored for a compensation, whether the property stored be kept separate or not, are declared to be public warehouses.
16. [REQUIREMENTS OF OWNERS OF WAREHOUSES.] Ş 2. The owner, lessee or manager of each and every public warehouse situated in any town or city of not less than 100,000 inhabitants, shall make weekly statements under oath, before some officer to be designated by law, and keep the same posted in some conspicuous place in the office of such warehouse, and shall also file a copy for public examination in such place as shall be designated by law, which statement shall correctly set forth the amount and grade of each and every kind of grain in such warehouse, together with such other property as may be stored therein, and what warehouse receipts have been issued, and are, at the time of making such statement, outstanding therefor; and shall, on the copy posted in the warehouse, note daily such changes as may be made in the quantity and grade of grain in such warehouse; and the different grades of grain shipped in separate lots shall not be mixed with inferior or superior grades without the consent of the owner or consignee thereof.
17. [PROPERTY STORED MAY BE EXAMINED BY WHOM.] S 3. The owners of property stored in any warehouse, or holder of a receipt for the same, shall always be at liberty to examine such property stored, and all the books and records of the warehouse in regard to such property.
18. _[RAILROAD COMPANIES TO WEIGH OR MEASURE GRAIN AND RECEIPT THEREFOR.] $ 4. All railroad companies and other common carriers on railroads shall weigh or measure grain at points where it is shipped, and receipt for the full amount, and shall be responsible for the delivery of such amount to the owner or consignee thereof, at the place of destination.
19. [RAILROAD COMPANIES TO DELIVER GRAIN TO CONSIGNEE.] § 5. All railroad companies receiving and transporting grain in bulk or otherwise, shall deliver the same to any consignee thereof, or any elevator or public warehouse to which it may be consigned, provided such consignee or the elevator or public warehouse can be reached by any track owned, leased or used, or which can be used, by such railroad companies; and all railroad companies shall permit connections to be made with their track, so that any such consignee, and any public warehouse, coal bank or coal yard, may be reached by the cars on said railroad.
20. [GENERAL ASSEMBLY TO GOVERN WAREHOUSES.] $ 6. It shall be the duty of the general assembly to pass all necessary laws to prevent the issue of false and fraudulent warehouse receipts, and to give full effect to this article of the constitution, which shall be liberally construed so as to protect producers and shippers. And the enumeration of the remedies herein named shall not be construed to deny to the general assembly the power to prescribe by law such other and further remedies as may be found expedient, or to deprive any person of existing common law remedies.
21. [GENERAL ASSEMBLY TO PROVIDE FOR INSPECTION OF GRAIN.]— 8 7. The general assembly shall pass laws for the inspection of grain, for the protection of producers, shippers and receivers of grain and produce.
SEPARATE SECTIONS. 22. [CONTRACTS OF ILLINOIS CENTRAL RAILROAD TO REMAIN INTACT.] $ 1. No contract, obligation or liability whatever, of Illinois Central Railroad company, to pay any money into the State treasury, nor any lien of the State upon, or right to tax property of said company in accordance with the provisions of the charter of said company, approved February 10, in the year of our Lord 1851, shall ever be released, suspended, modified, altered, remitted, or in any manner diminished or impaired by legislative or other authority; and all moneys derived from said company, after the payment of the State debt, shall be appropriated and set apart for the payment of the ordinary expenses of the State government, and for no other purposes whatever.
23. [MUNICIPAL SUBSCRIPTIONS FORBIDDEN. $ 2. No county, city, town, township, or other municipality, shall ever become subscriber to the capital stock of any railroad or private corporation, or make donation to or loan its credit in aid of such corporations: Provided, however, that the adoption of this article shall not be construed as effecting the right of any such municipality to make such subscriptions where the same have been authorized, under existing laws, by a vote of the people of such municipalities prior to such adoption.
24. [STATE NOT TO LOAN CREDIT TO RAILROADS.] $ 3. * * * The general assembly shall never loan the credit of the State, or make appropriations from the treasury thereof, in aid of railroads.
SCHEDULE. 25. [SAVING CLAUSE FOR CITY OF QUINCY.] § 24. Nothing contained in this constitution shall be so construed as to deprive the general assembly of power to authorize the city of Quincy to create any indebtedness for railroad or municipal purposes, for which the people of said city shall have voted, and to which they shall have given, by such vote, their assent, prior to the thirteenth day of December, in the year of our Lord one thousand eight hundred and sixty-nine : Provided, that no such indebtedness, so created, shall in any part thereof be paid by the State, or from any State revenue, tax, or fund, but the same shall be paid, if at all, by the said city of Quincy alone, and
by taxes to be levied upon the taxable property thereof: And, provided, further, that the general assembly shall have no power in the premises that it could not exercise under the present constitution of this State.
1. Special meetings of stockholders.
14. Copy of execution to be left. 2. Special meetings-How called.
15. Seizure and sale of stock shares. 3. Stockholders may vote-How.
16, Number of shares certified. 4. Certificates of votes to be filed.
17. Purchaser entitled to certificate-When. 5. Changes of organization to be published. 18. Purchaser entitled to dividends-When. 6. Corporations not stock companies, avail 19. Rate of interest between citizens and of this act.
corporations. 7. Changes shall not affect suits.
20. Meeting of stockholders. 8. Desire to consolidate to be published. 21. Special meetings-How called. 9. Consolidated company liable for debts,
Manner of voting. etc.
23. Certificates of votes filed. 10. Papers, entries and records-How proved. 24. When writs may issue-Petition, etc. 11. Form of certificate.
25. Judgment. 12. Not to plead usury,
26. Private corporations-Discovery by. 13. Stock shares subject to execution.
27. Taxes-Voluntary payments. An Act to provide for changing the names, for changing the places of business, for in
creasing or decreasing the capital stock, for increasing or decreasing the number of directors, and for the consolidation of incorporated companies. In force March 26, 1872.
1. [SPECIAL MEETINGS OF STOCKHOLDERS.] § 1. 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 : Provided, that in changing the name of any 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 corpora
tion 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. [R. S. 1874, ch. 32, $ 50, p. 294.
2. [SPECIAL MEETING How CALLED.] $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. [R. S. 1874, ch. 32, $ 51, p. 294.
3. [STOCKHOLDERS MAY VOTE, How.] § 3. At any such meeting, stockholders may vote in person or by proxy, eacli 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. [R. S. 1874, ch. 32, $ 52, p. 294.
4. CERTIFICATE OF VOTE TO BE FILED.] 8 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 secretary 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 such 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 character. [R. S. 1874, ch. 32, $ 53, p. 294.