CHAPTER 114. RAILROADS AND WAREHOUSES. INCORPORATION OF RAILROAD SECTION 34. Minors to keep off cars. 55. Railroad agent, etc., to make complaint. 56. 57. Three preceding sections posted. 58. No freight, etc., cars behind passenger. 59. 60. Must furnish cars, etc., and transport passengers and freight. Damages-penalty. 61. Texas cattle. 3. Form of articles. G. By-laws recorded. 65. Brakeman on freight cars. 11. When directors not elected on the day, etc. 13. Payment of subscriptions to capital stock. 14. Stock personalty-transfer of-use of funds. 15. Increase of capital stock-meetings-other business -record. 16. Liability of executor, etc. 17. Liability of stockholder. 19. Condemnation of property. Acquiring material. 20. Laying out, constructing and using road-fix rates borrow money. 21. What personal property. 22. Issue of stock and bonds limited. 23. Consolidation. 24. Annual report. 25. Power of legislature. Cumulative voting. 26. 27. Rates when aid induced. RECEIVING, CARRYING AND DE LIVERING GRAIN. 80. Receive and carry grain without distinction weighing in-receipt-weighing out-shrinkage -damages-evidence-shortage. 81. Scales-weighing-penalties. 82. Delivery-penalty. 83. Right to change consignment. 84. Receiving on track-rights of owners saved. 5. Receipt and delivery at crossings. EXTORTION AND UNJUST DIS 39. Allowing, etc., animals on right of way-breaking| 92. 46. Approaches at crossings. 93. Damages. Duties of railroad and warehouse commissioners. 94. Evidence-fines-practice. 95. "Railroad corporation" defined. fence, etc. 40. Boards at crossings. 41. Bell and whistle-crossings. 42. 43. 44. When company neglects to build-potice. 45. Starting train without signal. 47. Neglect to make, etc., crossings-notice. 48. When company neglects-authorities to construct, 99. etc. 100. 49. Company to pay expense and $100. 101. Penalty for doing business without license. 50. Draw-bridge, railroad crossing, etc.-stop. 102. Canceling receipts. 51. Penalty. 103. Further of issuing and canceling receipts. 32. Not to obstruct highway-stoning, etc., train. 104. Not to limit liability. 33. Penalty. 105. Delivery of property. 98. Bond. SECTION 106. Posting grain in store-statement to registrar- RAILROAD AND WAREHOUSE daily publication-canceled receipts. 107. Chief inspector-his duties assistants-chief's COMMISSIONERS. oath and bond-assistant's oath and bond-rules SECTION 126. Appointment-term of office. 127. 108. Rates of storage. 128. Oath-bond. 109. Loss by fire, heating-order of delivery-grain out 110. Tampering with grain stored-private bins-dry. ing, cleaning, moving. 131. Report of railroads. 132. Additional inquiries. 111. Examination of grain and scales-incorrect scales. 112. Grain must be inspected. 133. Applies to officers of road. 113. Assuming to act as inspector-misconduct of in spector-influencing. 114. Owner dissatisfied with inspection-his rights. 115. Combination. 137. Examinations of railroads and warehouses- suits 116. Suits. INCORPORATION OF RAILROAD COMPANIES. AN ACT to provide for the incorporation of associations that may be organized for the purpose of constructing railways, maintaining and operating the same; for prescribing and defining the duties and limiting the powers of such corporations when so organized. [Approved and in force March 1, 1872. L. 1871–2, p. 625.] 1. CORPORATORS.] § 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That any number of persons, not less than five, may become an incorporated company for the purpose of constructing and operating any railroad in this state. 2. ARTICLES OF INCORPORATION-RECORD OF SAME.] § 2. Such persons shall organize by adopting and signing articles of incorporation, which shall be recorded in the office of the recorder of deeds in each county through or into which such railway is proposed to be run, and in the office of the secretary of state. [See § 6, 15. 3. FORM OF ARTICLES.] § 3. Such articles shall contain: First-The name of the proposed corporation. Second--The places from and to which it is intended to construct the proposed railway. Third-The place at which shall be established and maintained the principal business office of such proposed corporation. Fourth-The time of the commencement and the period of the continuance of such proposed corporation. Fifth-The amount of the capital stock of such corporation. Sixth-The names and places of residence of the several persons forming the association for incorporation. Seventh-The names of the members of the first board of directors, and in what officers or persons the government of the proposed corporation and the management of its affairs shall be vested. Eighth-The number and amount of shares in the capital stock of such proposed corporation. 4. CORPORATE POWERS-SEAL-COPY OF ARTICLES—EVIDENCE.] § 4. When the articles shall have been filed and recorded as aforesaid, the persons named as corporators therein shall thereupon become and be deemed a body corporate, and shall thereupon be authorized to proceed to carry into effect the objects set forth in such articles, in accordance with the provisions of this act. As such body corporate they shall have succession, and in their corporate name may sue and be sued, plead and be impleaded. The said corporation may have and use a common seal, which it may alter at pleasure; may declare the interests of its stockholders transferable; establish by laws, and make all rules and regulations deemed necessary for Incorporation of railroad companies. the management of its affairs in accordance with law. A copy of any articles of incorporation filed and recorded in pursuance with this act, or of the record thereof, and certified to be a copy by the secretary of state, or his deputy, shall be presumptive evidence of the incorporation of such company, and of the facts therein stated. 5. LIMIT OF CHARTER-RENEWAL.] § 5. No such corporation shall be formed to continue more than fifty years in the first instance, but such corporation may be renewed from time to time, in such manner as may be provided by law, for periods not longer than fifty years: Provided, that three-fourths of the votes cast at any regular election for that purpose shall be in favor of such renewal, and those desiring a renewal shall purchase the stock of those opposed thereto at its current value. 6. BY-LAWS RECORDED.] § 6. A copy of the by-laws of the corporation, duly certified, shall be recorded as provided for the recording of the articles of association in section 2 of this act; and all amendments and additions thereto, duly certified, shall also be recorded as herein provided, within ninety days after the adoption thereof. 7. OFFICE IN THIS STATE.] § 7. Every such corporation organized under the provisions of this act shall have and maintain a public office or place in this state for the transaction of its business, where transfers of all its stock shall be made, and in which shall be kept for public inspection, books, wherein shall be recorded the amount of capital stock subscribed and by whom, the names of the owners of its stock, the number of shares held by each person, and the number by which each of said shares is respectively designated, and the amounts 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 places of residence of all its officers. [See Const., art. 11, § 9. 8. DIRECTORS-THEIR ELECTION AND CLASSIFICATION-VACANCY.] § 8. All the corporate powers of every such corporation shall be vested in and be exercised by a board of directors, who shall be stockholders of the corporation, and shall be elected at the annual meetings of stockholders at the public office of such corporation within this state. The number of such directors, the manner of their election, and the mode of filling vacancies, shall be specified in the by-laws, and shall not be changed except at the annual meetings of the stockholders. The first board of directors shall classify themselves by lot in such manner that there shall be, as nearly as practicable, three directors in each class. Those belonging to the first class shall go out of office at the end of one year, those of the second class at the end of two years, and in like manner those of each class shall go out of office at the expiration of a number of years corresponding to the number of his class; and all vacancies occurring by reason of expiration of term shall be filled by election for a term of years equal to the number of classes. [See § 11, 26. and 9. CALLED MEETINGS.] § 9. A meeting may be called at any time during the interval between such annual meetings, by the directors, or by the stockhold ers owning not less than one-fourth of the stock, by giving thirty days' public notice of the time and place of such meeting in some newspaper published in each county through or into which the said railway shall run, or be intended to run, provided there be a newspaper published in each of the counties aforesaid; if, at any such special meeting so called, a majority in value of the stockholders equal to two-thirds of the stock of such corporation, shall not be represented in person or by proxy, such meeting shall be adjourned from day to day, not exceed ing three days, without transacting any business; and if, within said three days, two-thirds in value of such stock shall not be represented at such meeting, then the meeting shall be adjourned, and a new call may be given and notified as herein before provided. [See § 15. Incorporation of railroad companies. 10. ANNUAL AND OTHER STATEMENTS.] § 10. At the regular annual meeting of the stockholders of any corporation organized under the provisions of this act, it shall be the duty of the president and directors to exhibit a full, distinct and accurate statement of the affairs of the said corporation; and at any meeting of the stockholders, or a majority of those present (in person or by proxy,) may require similar statements from the president and directors, whose duty it shall be to furnish such statements when required in manner aforesaid. RATE OF INTEREST-LOANS.] And at all general meetings of the stockholders, a majority in value of the stockholders of any such corporation may fix the rates of interest which shall be paid by the corporation for loans for the construction of such railway and its appendages, and the amount of such loans. REMOVAL OF OFFICERS.] At any special meeting, by a two-thirds vote in value of all the stock, such stockholders may remove any president, director or other officer of such corporation, and elect others instead of those so removed. ACCESS TO BOOKS.] All stockholders shall, at all reasonable hours, have access to and may examine all the books, records and papers of such corporation. 11. WHEN DIRECTORS NOT ELECTED ON THE DAY, ETC.] § 11. In case it shall happen, at any time, that an election of directors shall not be made on the day designated by the by-laws of such corporation for that purpose, the corporation, for such cause, shall not be dissolved, if within ninety days thereafter the stockholders shall meet and hold an election for directors in such manner as shall be provided by the by-laws of such corporation: Provided, that it shall require a majority in value of the stock of such corporation to elect any member of such board of directors, and a majority of such board of directors shall be citizens and residents of this state. 12. OFFICERS-THEIR DUTIES.] § 12. There shall be a president of such corporation, who shall be chosen by and from the board of directors, and such other subordinate officers as such corporation, by its by-laws, may designate, who may be elected or appointed, and shall perform such duties and be required to give such security for the faithful performance thereof as such corporation, by its by-laws, shall require, provided that it shall require a majority of the directors to elect or appoint any officer. 13. PAYMENT OF SUBSCRIPTIONS TO CAPITAL STOCK.] §13. The directors of such corporation may require the subscribers to the capital stock of such corporation to pay the amount by them respectively subscribed, in such manner and in such installments as they may deem proper. If any stockholder shall neglect to pay any installment as required by a resolution or order of such board of directors, the said board shall be authorized to declare such stock and all previous payments thereon forfeited for the use of the corporation; but the said board of directors shall not declare such stock so forfeited until they shall have caused a notice in writing to be served on such stockholder personally, or by depositing the same in a post office, properly directed to the post office address of such stockholder, or if he be dead, to his legal representatives, with necessary postage for its transmittal properly prepaid, stating therein that in accordance with such resolution, or order, he is requested to make such payment, at a time and place and in the manner to be specified in such notice, and that if he fails to make the same in the manner requested, his stock and all previous payments thereon will be forfeited for the use of such corporation; and thereafter such corporation, should default in payment be made, may sell the same and issue new certificates of stock therefor: Provided, that the notice as aforesaid shall be personally served or duly deposited, as above required, at least sixty days previous to the day on which such payment is required to be made. 14. STOCK PERSONALLY-TRANSFER OF-USE OF FUNDS.] § 14. The stock of such corporation shall be deemed personal estate, and shall be transferable in the manner prescribed by the by-laws of such corporation. But no shares shall Incorporation of railroad companies. be transferable until all previous calls thereon shall have been paid; and it shall not be lawful for such corporation to use any of the funds thereof in the purchase of its own stock, or that of any other corporation, or to loan any of its funds to any director or other officer thereof, or to permit them or any of them to use the same for other than the legitimate purposes of such corporation. 15. INCREASE OF CAPITAL STOCK-MEETINGS—OTHER BUSINESS.] § 15. In case the capital stock of any such corporation shall be found insufficient for constructing and operating its road, such corporation may, with the concurrence of two-thirds in value of all its stock, increase its capital stock, from time to time, to any amount required for the purpose aforesaid. Such increase shall be sanctioned by a vote, in person or by proxy, of two-thirds in amount of all the stock of such corporation, at a meeting of such stockholders called by the directors of the corporation for such purpose, by giving notice in writing to each stockholder, to be served personally or by depositing the same in a post office, directed to the post office address of each of said stockholders severally, with necessary postage for the transmittal of the same, prepaid, at least sixty days prior to the day appointed for such meeting, and by advertising the same in some newspaper published in each county through or into which the said road shall run or be intended to run (if any newspaper shall be published therein), at least sixty days prior to the day appointed for such meeting. Such notice shall state the time and place of the meeting, the object thereof, and the amount to which it is proposed to increase such capital stock; and at such meeting the corporate stock of such corporation may be so increased, by a vote of two-thirds in amount of the corporate stock of such corporation, to an amount not exceeding the amount mentioned in the notices so given. Should the directors of any such corporation desire at any time to call a special meeting of the stockholders, for any other necessary purpose, the same may be done in the manner in this section provided, and if such meeting be attended by the owners of two-thirds in amount of the stock, in person or by proxy, any other necessary business of such corporation may be then transacted, except the altering, amending or adding to the by-laws of such corporation: Provided, such business shall have been specified in the notices given. And the proceedings of any such meeting shall be entered on the journal of the proceedings of such corporation. Every order or resolution increasing the capital stock of any such corporation shall be duly recorded as required in section 2 of this act. 16. LIABILITY OF EXECUTOR, ETC.] § 15. No person holding stock in any such corporation as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly. 17. LIABILITY OF STOCKHOLDER.] § 16. Each stockholder of any corpora tion formed under the provisions of this act, shall be held individually liable to the creditors of such corporation to an amount not exceeding the amount unpaid on the stock held by him, for any and all debts and liabilities of such corporation, until the whole amount of the capital stock of such corporation so held by him shall have been paid. 18. CONDEMNATION OF PROPERTY.] § 17. If any such corporation shall be unable to agree with the owner for the purchase of any real estate required for the purposes of its incorporation, or the transaction of its business, or for its depots, station buildings, machine and repair shops, or for right of way or any other lawful purpose connected with or necessary to the building, operating or running of said road, such corporation may acquire such title in the manner that may be now or hereafter provided for by any law of eminent domain. [See "Eminent Domain," ch. 47. 19. ACQUIRING MATERIAL.] § 18. Any such corporation may, by their agents and employees, enter upon and take from any land adjacent to its road, earth, gravel, stone, or other materials, except fuel and wood, necessary for the |