§ 50. Any person who with intent to defraud issues or aids in issuing a non-negotiable bill without the words “not negotiable" placed plainly upon the face thereof, shall be guilty of a crime, and upon conviction shall be punished for each offense by imprisonment in the State penitentiary not exceeding five years or by a fine not exceeding five thousand dollars, or by both.

§ 51. In any case not provided for in 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 effect of fraud, misrepresentation, duress or coercion, accident, mistake, bankruptcy, or other invalidating cause, shall govern. § 52. 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.

§ 53. (1) In this Act, unless the context or subject matter otherwise requires

"Action" includes counter claim, set-off, and suit in equity.

"Bill" means bill of lading.

"Consignee" means the person named in the bill as the person to whom delivery of the goods is to be made.

"Consignor" means the person named in the bill as the person from whom the goods have been received for shipment.

"Goods" means merchandise or chattels in course of transportation, or which have been or are about to be transported.

"Holder" of a bill means a person who has both actual possession of such bill and a right of property therein.

"Order" means an order by indorsement on the bill. "Owner" does not include mortgagee or pledgee.

"Person" includes a corporation or partnership or two or more persons having a joint or common interest.

To "purchase" includes to take as mortgagee and to take as pledgee. "Purchaser" includes mortgagee and pledgee.

"Value" is any consideration sufficient to support a simple contract. An antecedent or pre-existing obligation, whether for money or not, constitutes value where a bill is taken either in satisfaction thereof or as security therefor.

(2) A thing is done "in good faith," within the meaning of this Act, when it is in fact done honestly, whether it be done negligently or not.

54. The provisions of this Act do not apply to bills made and delivered prior to the taking effect thereof.

§ 55. All Acts or parts of Acts inconsistent with this Act are hereby repealed.

§ 56. This Act may be cited as the Uniform Bills of Lading Act. APPROVED June 5, 1911.

AN ACT authorizing the extending of the term of duration of corporations in certain cases.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: MEETING OF STOCKHOLDERS.] That any corporation existing by virtue of any general law of this State, or any corporation hereafter organized by virtue of any law of this State upon the stock plan for a period less than ninety-nine years, at any time before the expiration thereof, may extend the term of its existence beyond the time specified in its original certificate of incorporation, or in any certificate of extension of corporate existence, for a period not to exceed ninety-nine years from date of original incorporation, whenever two-thirds of the stockholders of any such corporation may desire, and it shall be the duty of the board of directors, or managers thereof, to submit the question of such extension to a vote of the stockholders at any annual, or a special meeting of such stockholders to be called and held as herein provided.

§ 2. NOTICE OF MEETING.] 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, or managers, stating the time, place and object of such meeting and a general notice of the time, place and object of such meeting shall also be published within the county wherein the principal office of said corporation is located.

§ 3. MANNER OF VOTING TWO-THIRDS NECESSARY.] At any such meeting the stockholders may vote in person, or by proxy, each 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 the term of corporate duration.

4. CERTIFICATE OF VOTE FILED EXTENSION ACCOMPLISHED.] If at any regular annual meeting, or at the time and place specified in said notice of a special meeting called for that purpose, the proposition. to extend the term of corporate existence 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 proposition 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 of said certificate and the payment of the same fees as is provided for in the incorporation of a new company, the change proposed and voted for at such meeting as to extending the corporate duration of said corporation shall be and is hereby declared accomplished, in accordance with the vote of the stockholders, and said corporation shall be deemed and taken to be extended in all courts and places whatsoever.

§ 1.

APPROVED June 9, 1911.

FOREIGN CORPORATIONS-LOCATION, ATTORNEY, ETC.
Amends section 3, Act of 1905.

§ 3. As amended provides for agent anywhere in State for service of process.

(HOUSE BILL No. 672. APPROVED MAY 31, 1911.)

AN ACT to amend section three (3) of "An Act entitled, 'An Act to regulate the admission of foreign corporations for profit, to do business in the State of Illinois," approved May 18, 1905, in force July

1, 1905.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That section three (3) of "An Act entitled, 'An Act to regulate the admission of foreign corporations for profit, to do business in the State of Illinois,'" approved May 18, 1905, in force July 1, 1805, [1905], be and the same is hereby amended to read as follows:

§ 3. Every foreign corporation admitted to do business in the State of Illinois under the provisions of this Act shall constantly keep on file in the office of the Secretary of State an affidavit of the president and secretary, showing the location of its principal business office in the State of Illinois, and the name and address of some person who may be found in this State, for the purpose of accepting service upon said corporation, in all suits that may be commenced against it, and as often as said corporation shall change the location of its office, or its attorney for receiving and accepting service, a new affidavit shall be filed to take the place of all such affidavits previously filed by the officers of said corporation. Such corporation when admitted to do business in the State of Illinois, under this Act, shall be required to make such reports from time to time as are required to be made by similar corporations organized under the laws of this State and all regulations now in force or hereafter imposed upon domestic corporations, shall be alike observed and complied with by all foreign corporations doing business in this State.

No foreign corporation admitted to do business in this State under the provisions of this Act shall hold any real estate except such as may be necessary for the proper carrying on of its legitimate business, nor

be permitted to mortgage, pledge or encumber its real or personal property situated in this State to the injury or exclusion of any citizen or corporation of this State who is creditor of such foreign corporation and no mortgage by any foreign corporation, except railroad and telegraph companies, given to secure any debt created in any other state shall take effect as against any citizen or corporation of this State until all of its liabilities due any person or corporation of this State at the time of recording such mortgage, shall have been fully paid and extinguished. Before any foreign corporation shall be authorized to do business in this State it shall be required to pay into the office of the Secretary of State upon the proportion of its stock represented by its property and business in Illinois, fees equal to those required of similar corporations formed within and under the laws of this State. APPROVED May 31, 1911.

FRATERNAL AND BENEVOLENT SOCIETIES UNDER SPECIAL ACTS.

§ 1. Authorizes holding property and borrowing money.

(SENATE BILL No. 10. APPROVED JUNE 2, 1911.)

AN ACT to enable fraternal and benevolent societies incorporated by special Acts of the General Assembly to take and hold property and borrow money needful and proper to serve and accomplish the purposes of their organization to the same extent as similar societics incorporated not for pecuniary profit under the general incorporation laws of this State.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That in any case where any fraternal or benevolent society or association has been incorporated by any special Act of the General Assembly of Illinois, and where in the special Act under which the same is incorporated or in any amendment thereto there is any limitation as to the amount of value of real estate or personal property which such incorporated body or any of its constituent or subordinate bodies may hold or any limitation as to the amount of money which such fraternal or benevolent society or association may borrow, that notwithstanding any such limitation, such incorporated body or any of its constituent or subordinate bodies may hold real or personal property and may borrow money of whatever amount or value may be needful, suitable and proper to serve and accomplish the purpose of its organization, and to provide for them respectively suitable places of meeting and entertainment and accommodations for their officers and members to the same extent that societies for similar purposes and organized not for pecuniary profit under the general incorporation laws of the State may own and hold property, both real and personal. APPROVED June 2, 1911.

(HOUSE BILL No. 333. APPROVED JUNE 10, 1911.)

AN ACT to create the office of county auditor in counties under township organization of over seventy-five thousand (75,000) inhabitants and under three hundred thousand (300,000), to provide for his nomination, election, term of office, salary and to define his duties.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That in all counties under township organization, containing less than three hundred thousand (300,000) and over seventy-five thousand (75,000) inhabitants by the last federal census, there is hereby created the office of county auditor, whose term of office shall be four (4) years and until his successor is elected and qualified. The nomination and election shall be subject to the general election laws of the State, and he shall be elected each four years, beginning with the November election of 1912, and shall take office the first Monday of the following December. His qualifications and oath of office shall be the same as apply to other county officers. In case of a vacancy in the office of county auditor caused by death, resignation or removal from office, the vacancy shall be filled as provided for filling vacancies of other county officers.

§ 2. The compensation, office room and furnishings of the county auditor shall be determined and fixed by the county board as in manner provided for other county officers, and shall be paid out of the county treasury, by order of the county board.

§ 3. The duties of the county auditor shall be as follows:

(a) To audit all claims against the county of whatsoever character, and recommend to the county board the payment or rejection of all bills presented.

(b) It shall also be the duty of said auditor to collect and preserve statistical information with respect to cost of maintenance of the various institutions of the counties to which this Act applies, such as county farms, county jails, workhouses and court houses, or any other institution maintained at county expense.

(c) It shall be the duty of the auditor to approve all orders for supplies issued by the various county officers, before the orders are to be placed with the parties to whom the same are to be given.

(d) It shall be the duty to keep a record of all contracts entered into by the county board and all authorized county officers, for or on behalf of the county.