610 ILCS 10/ Railroad Company Charter Change Act.
(610 ILCS 10/0.01) (from Ch. 114, par. 29.90) Sec. 0.01. Short title. This Act may be cited as the Railroad Company Charter Change Act. (Source: P.A. 86‑1324.) |
(610 ILCS 10/1) (from Ch. 114, par. 29a) Sec. 1. That whenever the Board of Directors of any railroad company now organized or hereafter to be organized under the laws of this State, or of this State and any other State or States, may desire to change the name; to change the place of business; to enlarge or change the object for which such company was formed; to make any of the following changes in respect to its capital stock, issued or unissued, namely: To increase or decrease the capital stock; to change the number of shares of capital stock; to increase or decrease the par value of shares of capital stock; to provide for shares with par value, or shares without par value, or both, with such designations, relative rights, preferences, qualifications, limitations, restrictions, voting rights, values and interests of the shares of each class as said Board may specify; to provide or change the consideration for which the company may issue and sell its shares without par value, or to authorize the Board of Directors to fix such consideration from time to time; to change shares of any class into the same or a different number of shares of any other class or classes, including a change of shares with par value into shares without par value or a change of shares without par value into shares with par value; or to classify or reclassify the shares of capital stock; to increase or decrease the number of directors, to consolidate said company with any other corporation or corporations now existing or which may hereafter be organized; or to make any two or more of such changes; said Board may call a special meeting of the stockholders of said company for the purpose of submitting to a vote of such stockholders, the question of the approval of such change or changes, or may direct that such question be submitted to the stockholders at a regular annual meeting; Provided, that in changing the name of any company, under the provisions hereof, no name shall be assumed or adopted 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 provided further, that the provisions of this Act, in reference to the consolidation of corporations, shall apply only to corporations organized under the laws of one or more states for the purpose of constructing or operating a railroad or some purpose related thereto; and nothing herein shall be construed as authorizing any railroad corporation to consolidate its stock, property or franchises with any other railroad corporation owning a parallel or competing line. (Source: Laws 1933, p. 388.) |
(610 ILCS 10/1.1) (from Ch. 114, par. 29a.1) Sec. 1.1. This Act does not apply to railroads incorporated after July 1, 1985, or to railroads which are reincorporated under the Business Corporation Act of 1983, as amended. (Source: P.A. 84‑796.) |
(610 ILCS 10/2) (from Ch. 114, par. 29b) Sec. 2. The special or annual meeting of the stockholders at which the question of the approval of such change or changes is to be submitted shall be called by delivering personally, or depositing in the post‑office stamped and addressed to each stockholder at such address as appears upon the records of the company, at least thirty days before the time fixed for such meeting, a notice, stating the time, place and purposes of such meeting. A general notice of the time, place and purposes of such meeting shall also be published once a week for three weeks, prior to the time fixed for such meeting, in a newspaper published in or nearest the county in which the principal business office of said company is located; Provided, however, if any such change shall involve a consolidation or an increase of the capital stock of said company, at least sixty days' public notice thereof shall be given by publishing as above provided such a general notice of the time, place and object of the special or annual meeting of the stockholders of said company at which such change is to be considered, once at least sixty days prior to the time fixed for such meeting. (Source: Laws 1933, p. 388.) |
(610 ILCS 10/3) (from Ch. 114, par. 29c) Sec. 3. At any such meeting, stockholders may vote in person or by proxy, each stockholder being entitled to one vote for each share of stock held by him, except as otherwise provided in the articles of incorporation or consolidation, and votes representing two‑thirds of all the voting power of the outstanding stock of the company entitled to vote on any such change shall be necessary for the approval thereof; Provided, however, that for the approval of any such change in respect to the capital stock it shall also be necessary, if there be shares of more than one class outstanding, that votes representing at least a majority (or such greater proportion as the articles of incorporation or consolidation may require) of all the outstanding shares of each class be cast in favor of such approval. (Source: Laws 1933, p. 388.) |
(610 ILCS 10/4) (from Ch. 114, par. 29d) Sec. 4. If at such annual or special meeting said changes, or any of them, be submitted to a vote, and if it shall appear that votes representing 2/3 of all the voting power of the outstanding stock of said company entitled to vote thereon and also, in the case of any such change in respect to the capital stock, that votes representing a majority (or such greater proportion as said articles may require) of all the outstanding shares of each class of stock of said company, are cast in favor of the approval of said changes or any of them, so submitted, a certificate setting forth such approval thereof, verified by the affidavit of the president or vice‑president and under the corporate seal of said company, 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 the county where the principal business office of such corporation is located. Upon the filing of the certificate in the office of the Secretary of State, the change or changes proposed and so approved at such meeting of the stockholders, shall be, and are hereby declared, accomplished, and the articles of incorporation or consolidation of the company shall be deemed to be amended in accordance with said vote of the stockholders: Any such company authorized by its articles of incorporation or consolidation to have shares of capital stock without par value may, from time to time, issue and sell or otherwise dispose of any such shares for such consideration as may be provided for in said articles or as may be fixed by the board of directors pursuant to authority conferred by said articles. When the consideration for which any such share was authorized to be issued, shall have been received by the company, such share shall be deemed to be fully paid and non‑assessable. The consideration received for any shares of capital stock without par value shall be truthfully stated, wherever required, in all papers required to be filed in the office of the Secretary of State, and in case such shares are issued for property, the appraised value of such property shall be given. (Source: P.A. 83‑358.) |
(610 ILCS 10/7) (from Ch. 114, par. 29e) Sec. 7. Such change or changes shall not affect suits pending in which such company, or such corporation or corporations, shall be parties, nor shall suits brought against any such company or corporations by its former name be abated for that cause. (Source: Laws 1933, p. 388.) |