in a book kept for that purpose in the office of the recorder of deeds of the county in which the principal place of business of such corporation, association or society is located. Any corporation, association or society organized under this act or the act hereby revised and amended may change its articles of association in the manner prescribed by its own rules; but no such change shall be of legal effect until a certificate setting forth fully and definitely the changes proposed shall have been submitted to and approved by the Auditor of Public Accounts and filed in the office of the Secretary of State, and a certified copy thereof recorded in the office of the recorder of deeds in which the original certificate of association was recorded. Any corporation, association or society organized under the act entitled "An act concerning corporations, approved April 18, 1872, as amended by [an] act approved and in force March 28, 1874, for the purpose of benefiting the widows, orphans, heirs and devisees of deceased members, may, in like manner, amend its articles of association in conformity to the provisions of this act.

§ 4. A corporation, association or society organized under the proprovisions of this act shall be a body corporate and politic, by the name stated in the certificate of organization, and by that name they and their successors may have succession, and shall be persons in law capable of suing and being sued; and may have power to make and enforce contracts in relation to the legitimate business of their corporation, association or society; may have and use a common seal, and may change or alter the same at pleasure, and they and their successors in their corporate name shall in law be capable of taking, purchasing, holding and disposing of real and personal estate for the purposes of their association or society; may make by-laws not inconsistent with the constitution and laws of this State or of the United States, which by-laws shall define the manner and form of electing directors, trustees or managers and officers of the corporation, association or society, and the qualifications and duties of the same, with terms of office not exceeding three years, also the qualifications and privileges of the members thereof.

5. The affairs of all corporations, associations or societies organized or doing business under the provisions of this act shall be managed by not less than five directors, trustees or managers, a majority of whom shall be residents of the State of Illinois, who shall be elected from and by the members, at such time and place, and for such period not exceeding three years, as may be provided for in the by-laws, and may be eligible for re-election: Provided, that as near as practicable an equal number shall be elected each year. Whenever directors, trustees or managers shall be elected, a certificate under the seal of the corporation, giving the name and residence of those elected and the term of their office, shall be recorded in the office of the recorder of deeds where the certificate of organization is recorded. Vacancies in the board of directors, trustees or inanagers shall be filled in the manner provided in the by-laws, and upon filling any vacancy a like certificate shall be recorded. Such board of directors, trustees or managers shall fix the amount of salary or per cent. to be paid to all officers

and managers of such corporation, association or society in full compensation for their services, and it shall not be lawful for any officer or manager to take or receive any of the money or funds of such corporation, association or society in excess of the amount of salary or per cent. so fixed, and such salary or per cent. shall not be increased or decreased during the term for which such officers or managers are elected.

§ 6. Assessment notices sent to members by any association or corporation doing business in this State, shall state the object or objects for which the money to be collected is intended; the names, last address and amount of certificates of the deceased members, the amount to which the beneficiary of each is entitled or the amount which would be realized for the beneficiaries of each if all the members who are assessed would pay the assessment, and no part of the funds collected for the payment of death benefits shall be applied for any other purpose.

§ 7. Any agent, physician or other person, who shall knowingly secure, or cause to be secured, a certificate of membership on any person without his knowledge or consent, or by means of misrepresentations, false, fraudulent or untrue statements, be instrumental in securing a certificate of membership on any aged or infirm person, or in restoring to membership any person not in an insurable condition, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined in a sum not less than $100, nor more than $1,000, or be imprisoned in the county jail not less than thirty days nor more than one year, or both, in the discretion of the court; and said certificate or renewal so secured shall be absolutely void.

§ 8. All corporations, associations, or societies transacting business under the provisions of this act, may provide, by by-laws, for the accumulation of a surplus, general or guarantee fund, which may be invested only in the corporate name of the association or society in United States, State, county, city, or other first-class convertible bonds or stocks, upon which interest has not been in default. Such funds, when so set apart, and so invested, shall, with the increase thereof, belong to such corporation, association or society, and not to the directors, trustees, managers or officers thereof; and shall be used only for mortuary benefits, without assessment, or applied in payment of future assessments, or otherwise used for the promotion of the object or objects for which said funds are specially provided and set apart, and such use shall not be deemed or construed to mean a profit received by members within the meaning of the statutes of this State: Provided, that nothing in this act shall be deemed or construed to authorize the payment of such funds to members as endowments, or as tontine profits, or as payments to members otherwise than for mortuary benefits, or accident, or permanent disability benefits, except upon the dissolution of the corporation.

§ 9. All corporations, associations or societies, organized under the provisions of this act, or that have heretofore been organized within this State, under any charter, compact or agreement or

statute of this State, for the purpose of furnishing life, accident or permanent disability indemnity or mortuary benefit on the assessment plan, in accordance with the provisions of the first section of this act, shall not be deemed insurance companies, nor subject to the laws of this State relating thereto, but shall comply with, and conform to all the requirements and provisions of this act; and shall, by their president and secretary, or like officers, make to the Auditor of Public Accounts annually, on or before the first day of March, in each and every year, a statement under oath, for the year ending on the thirty-first day of December next preceding, upon blanks furnished by the said Auditor, which blanks shall be such as will show its financial condition, assets, liabilities, total amount of indemnity in force, number of members, number whose memberships have terminated during the year and cause thereof, total receipts and sources thereof, total expenditures and objects thereof, and the average amount paid on each certificate, and shall pay to the said Auditor, upon filing said certificate, a fee of $5, and the said Auditor shall publish said statement in his annual report: Provided, that nothing herein contained shall be held to apply to any organization of a purely social, religious or benevolent character, where no commissions are paid and no salaried officers or agents are employed; nor to any local association or society organized under, or subject to the control of a grand or supreme body, nor to any secret organization having subordinate lodges or councils which has been organized under the laws of this or any other State, and which is now permitted to do business in this State.

§ 10. The Auditor of Public Accounts shall have authority in person, or by an expert for that purpose appointed, to verify the statements aforesaid, by examination of the books and papers of the corporation, and make such other examination as he may deem necessary. The expense of such examination shall be paid by the corporation, association or society having its books examined, and shall not exceed the necessary traveling and hotel expenses of said Auditor or expert, and the reasonable compensation of such clerical assistance as may be required.

§ 11. The Auditor of Public Accounts shall, at the request of any corporation, association or society doing business under the provisions of this act in this State on the assessment plan, make an examination of such corporation, and shall furnish a certificate of the results of such examination, showing all its assets, and how invested, and such other particulars as may be deemed necessary to show the character and condition of said corporation, and the necessary expense of the said examination shall be paid by the corporation requesting the

same.

§ 12. Whenever any corporation, association or society, organized or having transacted business under the provisions of this act, shall neglect or refuse to make its annual statements as required by this act, or whenever the said Auditor shall find, upon examination as provided in section 10 of this act, that any willfully false or untrue statements in any material respect have been made, or that the business of the corporation, association or society

has been conducted fraudulently, or in willful violation of any of the provisions of this act, or that the corporation has transacted business different from that authorized by its certificate of incorporation, he shall communicate the fact to the Attorney General, whose duty it shall be to apply to the circuit court where its principal office is located, for an order requiring the officers or directors, trustees or managers of such corporation to show cause why they should not be removed from office, or its business closed; and the court shall thereupon hear the allegations and proofs of the respective parties, and if it shall appear to the satisfaction of the said court that any one or more of them have been guilty of fraud or any material irregularity or violation of law to the injury of the said corporation, association or society, or of non-compliance with any of the provisions of this act, the court shall decree a removal from office of the guilty party or parties, which decree shall forever debar him or them from holding a similar office, and shall substitute a suitable person or persons to serve until the regular annual meeting, or until a successor or successors are regularly chosen or elected; or if it shall appear to the said court that the interests of its members or the general public so require, the court may decree a dissolution of such corporation, association or society, and a distribution of its effects.

§ 13. If the Auditor of Public Accounts shall find, upon examination, as provided in section 10 of this act, or if it shall appear from the annual statement filed in his office, as provided by section 9 of this act, that the number of members in good standing in any corporation, association or society organized under any law of this State, and amenable to the provisions of this act, is less than two hundred, or that the last mortuary assessment upon its members produced less than five hundred dollars for mortuary benefits, he shall communicate the fact to the Attorney General, whose duty it shall be to apply to the circuit court where its principal office is located for an order requiring the officers or directors, trustees or managers of such corporation to show cause why its business should not be closed. The court shall thereupon hear the allegations and proofs of the respective parties, and if the court shall find that the membership of said association is less than two hundred, or that the last mortuary assessment upon the members of said association produced less than five hundred dollars for mortuary benefits, it shall decree the dissolution of the corporation and a distribution of its funds and effects.

§ 14. Any corporation, association or society organized under any law of this State, and amenable to the provisions of this act, may also voluntarily dissolve its organization by a two-thirds vote of its entire membership, at any meeting called to consider such question by a written or printed notice sent to each member or certificate holder at least thirty days prior to the day fixed for said meeting. When a final dissolution has been agreed upon the directors, trustees or managers shall first pay all the debts and obligations of the corporation, association or society out of the funds of the corporation, and distribute the remainder among all the certificate holders in good standing at the date of

such meeting in proportion to the amount of benefit named in the certificate of each. No such distribution shall, however, be made until the directors, trustees or managers shall have filed a statement under oath, in the office of the recorder of deeds in the county where the business office is located, that all debts of the corporation, association or society are paid. And in case a distribution shall be made before filing such statement under oath, or if such statement shall be willfully false, the trustees, directors or managers shall be jointly and severally liable for the debts of such corporation, association or society. It shall also be lawful for the trustees, directors or managers, when a final dissolution has been agreed upon in the manner above provided, to apply the funds of such corporation, association or society remaining after paying all its debts, to the transfer of its members to any other corporation, association or society authorized under this act to transact business in this State, and to distribute the remainder, if any, as herein before provided: Provided, however, that such transfer shall be by contract with the organization to which such transfer is to be made, and the said contract of such transfer shall first be submitted to and approved by a two-thirds vote of its members at the meeting herein provided for. And in case said transfer shall be approved, every certificate holder of the said corporation, association or society who shall file with the secretary thereof, within five days after said meeting, written notice of his preference to be transferred to some other corporation than that named in the contract, shall be accorded all the rights and privileges, if any, in aid of such transfer as would have been accorded under the terms of the said contract had he been transferred to the corporation named therein, and should any certificate holder not desire to be transferred to any other corporation, association or society he shall be entitled to and shall receive such proportionate share of the funds of such corporation, association or society as is herein provided for in case of dissolution without transfer of members. And it shall not be lawful for any corporation, association or society to transfer its members to any other corporation, association or society except as herein provided. When a final dissolution has been agreed upon, and all the debts and obligations of such corporation have been paid, and its funds distributed or its members transferred as herein provided for, the directors, trustees or managers shall file in the office of the Secretary of State a certificate thereof, under the seal of the corporation, stating fully all the acts performed under the provisions hereof. And upon the filing of said certificate such corporation shall cease to exist.

§ 15. Any officer, director, trustee or manager, or any other person having charge of the books and papers of any corporation conducting business under the provisions of this act, who shall willfully neglect or refuse to comply with the provisions of this act, shall be subject to a fine of not less than $10 nor more than $100 for each offense. Any person who shall act as agent, or be instrumental in securing or inducing any person to become a member of any assessment plan corporation, association or society that has not complied with the provisions of this act shall be deemed guilty of a misdemeanor, and shall be subject to a fine of not less than $10 nor more than $50 for each offense, and shall be imprisoned