by the stockholders and a majority vote of all the stock subscribed shall be required to fix and a majority of the stock issued shall be required to change the number of directors. The officers of the company shall be president, secretary and treasurer and such other officers as may be determined by the board of directors and shall be elected by the board of directors annually. The directors shall have power to pass by-laws not inconsistent with the laws of this State.

§ 11. Shares of stock shall not be less than $25.00 or more than $100.00 and may be transferred by written assignment and entry on the stock record of the company within thirty days after such assignment. Subscriptions for stock shall be made payable to the corporation and shall be payable at such times as shall be determined by the board of directors. The directors may by by-laws prescribe penalties for failure to pay for stock as provided by by-laws, but no penalty working at forfeiture of stock or the amount paid thereon shall be declared as against any estate before distribution shall have been made or against any stockholders before demand shall have been made in writing, in person, or by notice duly mailed to the proper address of such stockholders at least thirty days prior to the time when such forfeiture is to take effect, and in such case the stock shall be sold at public sale and the proceeds, if any, above the amount due thereon shall be paid to the delinquent stockholder. The subscribers and each subsequent holder of stock shall be liable to the company for the par value thereof until said stock is fully paid and each of such persons shall be liable for the debts of the corporation to the extent of the amount that may be unpaid on stock so subscribed or held by them, and no assignor of stock shall be released from any such obligation until the stock is fully paid.

§ 12. The company shall on or before the first day of March, each year, make a writen report which shall be filed with the recorder of deeds in the county in which its office is located, which report shall be signed and sworn to by the secretary of such company, giving the names and residence of each stockholder, the amount of stock owned by each and the amount paid in on such stock, a list of the officers and directors of such company and a list of all real estate owned by such company by legal description, such list to designate which is improved and which is unimproved.

13. The General Assembly shall at all times have power to prescribe such regulations and provisions as it may deem advisable, which regulations and provisions shall be binding upon any and all corporations formed by this Act.

§14. It shall be the duty of every corporation organized under this Act to keep at its office correct books of account of all its business and every stockholder of such corporation shall have the right, during business hours, by himself or his attorney, to examine the records and books of account of the corporation.

§ 15. Meetings of the stockholders and directors may be called as provided by by-laws or by the holders of two-thirds of the stock of such corporation, by signing a call therefor and filing the same with the secretary of such corporation and publishing the same in a newspaper

of general circulation printed and published in the county where the office of said company is located, for three successive weeks prior to the time fixed for holding such meeting.

FILED June 29, 1917.

This bill having remained with the Governor ten days, Sundays excepted, the General Assembly being in session, it has thereby become a law. Witness my hand this twenty-ninth day of June. A. D. 1917.

LOUIS L. EMMERSON, Secretary of State.

AN ACT to make uniform the law of transfer of shares of stock in cor

poration.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: Title to a certificate and to the shares represented thereby can be transferred only:

(a) By delivery of the certificate indorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or

(b) By delivery of the certificatee [certificate] and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.

The provisions of this section shall be applicable although the charter or articles of incorporation or code of regulations or by-laws of the

corporation issuing the certificate and the certificate itself, provide that the shares represented thereby shall be transferable only on the books of the corporation or shall be registered by a registrar or transferred by a transfer agent.

§ 2. Nothing in this Act shall be construed as enlarging the powers of an infant or other person lacking full legal capacity, or of a trustee, executor or administrator, or other fiduciary, to make a valid indorsement, assignment or power of attorney.

§ 3. Nothing in this Act shall be construed as forbidding a corporation

(a) To recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, or

(b) To hold liable for calls and assessments a person registered on its books as the owner of shares.

§ 4. The title of a transferee of a certificate under a power of attorney or assignment not written upon the certificate, and the title of any person claiming under such transferee, shall cease and determine if, at any time prior to the surrender of the certificate to the corporation issuing it, another person, for value in good faith, and without notice of the prior transfer, shall purchase and obtain delivery of such certificate with the indorsement of the person appearing by the certificate to be the owner thereof, or shall purchase and obtain delivery of such certificate and the written assignment or power of attorney of such person, though contained in a separate document.

§ 5. The delivery of a certificate to transfer title in accordance with the provisions of section 1, is effectual, except as provided in sec tion 7, though made by one having no right of possession and having no authority from the owner of the certificate or from the person purporting to transfer the title.

§ 6. The indorsement of a certificate by the person appearing by the certificate to be the owner of the shares represented thereby is effectual, except as provided in section 7, though the indorser or transferor.

(a) was induced by fraud, duress or mistake, to make the indorsement or delivery, or

(b) has revoked the delivery of the certificate, or the authority given by the indorsement or delivery of the certificate, or

(c) has died or become legally incapacitated after the indorsement, whether before or after the delivery of the certificate, or

(d) has received no consideration.

$7. If the indorsement or delivery of a certificate

(a) was procured by fraud or duress, or

(b) was made under such mistake as to make the indorsement or

delivery inequitable; or

If the delivery of a certificate was made

(c) without authority from the owner, or

(d) after the owner's death or legal incapacity, the possession of the certificate may be reclaimed and the transfer thereof rescinded, unless:

(1) The certificate has been transferred to a purchaser for value in good faith without notice of any facts making the transfer wrongful, or (2) The injured person has elected to waive the injury, or has been guilty of laches in endeavoring to enforce his rights.

Any court of appropriate jurisdiction may enforce specifically such right to reclaim the possession of the certificate or to rescind the transfer thereof and, pending litigation, may enjoin the further transfer of the certificate or impound it.

§ 8. Although the transfer of a certificate or of shares represented thereby has been rescinded or set aside, neverthelss, if the transferee has possession of the certificate or of a new certificate representing part or the whole of the same shares of stock, a subsequent transfer of such certificate by the transferee, mediately or immediately, to a purchaser for value in good faith, without notice of any facts making the transfer wrongful, shall give such purchaser an indefeasible right to the certificate and the shares represented thereby.

§ 9. The delivery of a certificate by the person appearing by the certificate to be the owner thereof without the indorsement requisite for the transfer of the certificate and the shares represented thereby, but with intent to transfer such certificate or shares, shall impose an obligation, in the absence of an agreement to the contrary, upon the person so delivering, to complete the transfer by making the necessary indorsement. The transfer shall take effect as of the time when the indorsement is actually made. This obligation may be specifically enforced.

§ 10. An attempted transfer of title to a certificate or to the shares represented thereby without delivery of the certificate shall have the effect of a promise to transfer and the obligation, if any, imposed by such promise shall be determined by the law governing the formation and performance of contracts.

§ 11. A person who for value transfers a certificate, including one who assigns for value a claim secured by a certificate, unless a contrary intention appears, warrants

(a) That the certificate is genuine.

(b) That he has a legal right to transfer it, and

(c) That he has no knowledge of any fact which would impair the validity of the certificate.

In the case of an assignment of a claim secured by a certificate, the liability of the assignor upon such warranty shall not exceed the amount of the claim.

§ 12. A mortgagee, pledgee, or other holder for security of a certificate who in good faith demands or receives payment of the debt for which such certificate is security, whether from a party to a draft drawn for such debt, or from any other person, shall not bv so doing be deemed to represent or to warrant the genuineness of such certificate, or the value of the shares represented thereby.

§ 13. No attachment or levy upon shares of stock for which a certificate is outstanding shall be valid until such certificate be actually seized by the officer making the attachment or levy, or be surrendered to the corporation which issued it, or its transfer by the holder be enjoined. Except where a certificate is lost or destroyed, such corporation shall not be compelled to issue a new certificate for the stock until the old certificate is surrendered to it.

§ 14. A creditor whose debtor is the owner of a certificate shall be entitled to such aid from courts of appropriate jurisdiction, by injunction and otherwise, in attaching such certificate or in satisfying the claim by means thereof as is allowed at law or in equity, in regard to property which cannot readily be attached or levied upon by ordinary legal process.

$15. There shall be no lien in favor of a corporation upon the shares represented by a certificate issued by such corporation and there shall be no restriction upon the transfer of shares so represented by virtue of any by-laws of such corporation, or otherwise, unless the right of the corporation to such lien or the restriction is stated upon the certificate.

§ 16. The alteration of a certificate, whether fraudulent or not and by whomsoever made, shall not deprive the owner of his title to the certificate and the shares originally represented thereby, and the transfer of such a certificate shall convey to the transferee a good title to such certificate and to the shares originally represented thereby.

17. Where a certificate has been lost or destroyed, a court of competent jurisdiction may order the issue of a new certificate therefor on service of process upon the corporation and on reasonable notice by publication, and in any other way which the court may direct, to all persons interested, and upon satisfactory proof of such loss or destruction and upon the giving of a bond with sufficient surety to be approved by the court to protect the corporation or any person injured by the issue of the new certificate from any liability or expense, which it or they may incur by reason of the original certificate remaining outstanding. The court may also in its discretion order the payment of the corporation's reasonable costs and counsel fees.

The issue of a new certificate under an order of the court as provided in this section, shall not relieve the corporation from liability in lamages to a person to whom the original certificate has been or shall be transferred for value without notice of the proceedings or of the issuance of the new certificate.

18. In any case not provided for by this Act, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent, executors, administrators and trustees, and to the effect of fraud, misrepresentation, duress or coercion, mistake, bankruptcy, or other invalidating cause, shall govern.

§ 19. This Act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.