1346.092 LISL 2 1921 c .3 L^^rinted by authority of the State of Illinois.] THE ILLINOIS SECURITIES LAW. § 1. Name of law. § 2. Words and phrases defined. § 3. Division and classification of securities. § 4. Class “A” securities defined— not subject to provisions of Act, § 5. Class “B” securities or exempt¬ ed sales defined. § 6. Class “C” securities defined. § 7, Class “C” securities—statement —preliminary approval—bond and regulations relating to sales. § 8. Class “D” securities defined. § 9. Statements to be filed relative to Class “D” securities—de¬ tail of information required— irrevocable contract for issuer to receive at least 80% of pro¬ ceeds of sale—summary state¬ ments — information verified by officers of issuer. § 10. Class “D” securities—inventory and appraisement — Secretary of State may designate ap¬ praiser—qualifications of ap¬ praisers. § 11. Examination by certified public accountant — compensation — investigation by Secretary of State—when capital to be held intact—may require bond and financial statements. § 12. Stock issued or to be issued for intangible property to be placed in escrow. § 13. Qualification of solicitors, agents or brokers offering securities of issuer. § 14. Dealer may sell Class “D” se¬ curities which have qualified by submitting statement of amount, description and price of securities—qualification, ex¬ perience, etc. of dealer. § 15. Twenty-five copies of summary of Class “D” securities to be deposited with Secretary of State—caption of summary. § 16. Issuers and individuals to file irrevocable consents to service of process. § 17. Secretary of State to examine statements—may refuse to file — may propound interroga¬ tories. § 18. Circuit Court of Sangamon County given jurisdiction to re\ '^w ao+ions of Secretary of State witii 1 ight of appeal by either party. § 19. Inducements made to procure filing to be reduced to writ¬ ing. §20. Supplemental statements to be filed. § 21. Every advertisement to bear a caption — copy of advertise¬ ment to be filed with Secre¬ tary of State within ten days of issue—no reference to be made concerning compliance with Act. § 22. Secretary of State to mail copy of summary statements to any one requesting same. §23. Secretary of State may pre¬ scribe and furnish forms. §24. Injunctions to prevent sales— and to enforce provisions of the Act—power of Secretary of State to suspend or cancel permission to sell securities. §25. Documents filed in office of Sec¬ retary of State open to in¬ spection of the public. § 26. Fees—see also section 7. § 27, Oaths to be administered by an officer of and in the State of Illinois. § 28. Additional copies of statements to be submitted on request of the Secretary of State. § 29. Broker, etc. offering to sell se¬ curities without compliance with Act guilty of a misde¬ meanor—penalty. § 30. Issuer offering to sell securities without compliance with Act guilty of a misdemeanor— penalty. § 31. Person or corporation violating Act guilty of a misdemeanor— penalty. ILLINOIS STATE LIBRARY 1129 00360 6852 2 THE ILLINOIS SECUI § 32. False statements made by brok¬ er, etc. not authorized by issuer guilty of a misdemeanor —penalty. § 33. Signing any statement, etc. knowing same to be false is prima facie evidence of knowl¬ edge of falsity — perjury — penalty. § 34. Sale of ser'urities with knowl¬ edge of the insolvency of the issuer makes party selling same guilty of embezzlement —penalty. § 35. Any person interested may main¬ tain action to recover money in excess of 20% not paid to issuer. §36. Sale contrary to information filed, or on other terms is prima facie evidence of fraud. § 37. Sales contrary to Act void—lia¬ bility to the purchaser for the amount paid with reason¬ able attorney’s fees in law or equity. Burden of proof to establish exemption rests urn on issuer or seller in all civil and criminal actions—viola¬ tions to be referred to proper officers for prosecution. So¬ licitors, agents, brokers, officers, directors and all per- ( Approved and in Force June 10, June ] HES LAW—Continued. sons who shall sell or offer for sale securities or aid or assist therein deemed equally guilty and may be punished in county in which offer or sale was made or in county of delivery. Certificate of compliance or non-compliance with provisions by the Secre¬ tary of State shall constitute prima facie evidence and shall be admissible in evidence in any action at law or in equity. § 38. Act does not relieve corpora¬ tions from making reports as required to be made under other existing laws. § 39. Foreign corporations desiring to sell securities must comply with the law regulating ad¬ mission of such corporations. § 40. Prosecutions under Act to be brought within five years. § 41. Invalidity of one provision or section does not affect re- mainder of Act. § 42. Acts repealed—certificate or evi- dence of compliance with law repealed not to be exhibited— contractual obligations not im¬ paired. I § 43. Emergency. 1919, AS Amended by Act Approved L, 1921.) An Act relating to the sale or other disposition of securities and pro¬ viding jjenalties for the violation thereof and to repeal Acts in con¬ flict th'e7‘ewith. Section 1. Be it enacted hy the People of the State of Illinois, represented in the General Assembly: This Act shall be known as ‘‘The Illinois Securities Law.-’^ § 2. The words and phrases used herein shall, unless the context otherwise indicates, have the following meaning: The word “securities’^ shall mean and include stock, treasury stock, bonds, debentures, investment contracts, notes, evidences of indebted¬ ness, participation certificates, certificates of shares or interest, preor¬ ganization certificates and subscriptions, certificates evidencing shares of or interest in trust estates or associations, profit sharing agreements or certificates; or any certificate, contract or instalment whatsoever, representing or constituting evidence of, or secured by, title to or interest in, or any lien or charge upon, the capital or any property or assets of the Issuer thereof, and any oil, gas or mining lease, and interests, units or shares in any such lease or leases. The word “issuer” shall include every person and every company, trust, partnership or association incorporated or unincorporated here¬ tofore or hereafter formed which shall have issued or which shall here- after issue any security sold or offered for sale to any person or persons in this State. « The word ‘^file’’ or ^Tling’^ within the meaning of this Act^ shall mean the endorsement thereof by the Secretary of State on any state¬ ment or document received of the word ^^filed’^ followed by the month, day, year, and name of Secretary of State, for the purpose of showing that, in his opinion, the issuer, solicitor, agent, broker, dealer or owner has complied with the provisions of this Act. The term ‘'sale’" shall mean and include contracts and agreements whereby securities are sold, traded or exchanged for money, property or other thing of value, or amj transfer or agreement to transfer, in trust or otherwise. Any secmdty given or delivered with, or as a bonus on account of, any purchase of securities or other thing of value, shall be conclusively presumed, to constitute a part of the subject of such purchase and to have been sold for value. The term ''self means any act by which a sale is made and the term ‘'sale'' or ‘'offer for sale’' shall include a siihscription, an option of sale, a., solicitation of sale, an attempt to sell, or an offer to sell, directly or by an agent, by a circular, letter or advertising, or otherwise; provided, however, that nothing herein shall limit or diminish the full meaning of the terms “sale,” “sell” or “offer for sale” as used by or accepted in courts of law or equity. (As amended by Act approved June 11, 1921. § 3. For the purposes of this Act securities are divided into four classes, as follows: (1) Securities, the inherent qualities of which assure their sale and disposition v/ithout the perpetration of fraud, which shall be known as securities in Class (2) Securities, the inherent qualities of which, or in the nature of one or both parties to the sale thereof, assure their sale and dis¬ position without the perpetration of fraud, which shall be known as securities in Class (3) Securities based on established income, which shall be known as securities in Class • (4) Securities based on prospective income, which shall be known as securities in Class “D”. § 4. Securities in Class ^^A^^ shall comprise securities: (4) Issued or guaranteed by a government or governmental agency, or by any body having power of taxation or assessment; (2) Issued by any National or State bank or trust company, building and loan association of this State, or insurance company or¬ ganized or under the supervision of the Department of Trade and Commerce of this State; (3) Issued or guaranteed by any corporation operating any pub¬ lic utility in the United States or any state thereof or in the Dominion of Canada or any pn'ovmce thereof wherein there is or was at the time of issuance thereof in effect any law regulating such utilities and the issue of securities by such corporation, and evidences of indebtedness secured by collateral consisting of any securities herein above in this paragraph three (3) described, provided that such collateral securities 4 equal ill par value 125% of the par value of the evidences of indehied- ness so secured; (4) Listed and dealt in on the Xew York, Boston or Cliicago Stock Exchange, respectively, pursuant to official authorization by such exchanges, respective!}', and securities senior to any securities so listed and dealt in, or guaranteed hy any corporation, the common capital stock of luhich is so listed and dealt in; (5) Issued and outstanding in the hands of the pahlie prior to June 10, 1919, of corporations ivhose business has been continuously in operation since that date, provided, that financial statements of the issuing corporation appeared in any standard manual of securities for the year 1920, approved by the Secretary of State, or provided that quotations of such securities have appeared in tabulated market reports published as neivs items, and not as advertising^ in a daily neivspaper of general circulation published in the English language, in any city of two hundred thousand inhabitants or over in the State of Illinois, at least twelve times in each of the years 1919 and 1920, respectively, and at least twelve times during the twelve calendar months next preceding the offering for sale thereof; (6) Issued by any corporation organized not for pecuniary profit or organized exclusively for educational, benevolent, fraternal, charitable or reformatory purposes; (?) Being notes or bonds secured by a mortgage lien upon real estate or leasehold (other than oil, gas and mining leases) in any state or territory of the United States or in the Dominion of Canada: (a) when the mortgage is a first mortgage on real estate and when the aggregate face value of such notes or bonds (but not including inter¬ est notes or coupons) secured thereby does not exceed the fair market cash value of such real estate; (b) tvhen the aggregate face value of the notes or bonds (but not including interest notes or coupons) se¬ cured by a first mortgage lien upon real estate and buildings, in good faith, forthwith to be erected thereon, according to the terms of the' mortgage, does not exceed the fair market cash value of such real estate and buildings alid each of such notes or bonds secured thereby (but not including interest notes or coupons) bears across the face and text thereof a legend, in red letters not less than one-half inch in height stating that the note or bond is a construction note or bond; (c) when the mortgage lien is a junior mortgage upon real estate, or is on a lease¬ hold (other than oil, gas and mining leases) and the aggregate face value of such mortgage and notes or bonds secured thereby, together with all other existing prior and / or concurrent liens of equal or superior rank, (but not including interest notes or coupons) does not exceed the fair market cash value of such real estate or leasehold, pro¬ vided, that in case of a junior mortgage lien on real estate or a mortgage lien on a leasehold the mortgage and notes or bonds secured thereby (but not including interest notes or coupons) shall each bear across the face and text thereof a legend in red letters not less than one-half inch in height, stating (1) that the mortgage is a junior mortgage, if that be the case, and (2) that the mortgage is on a leasehold, if that be the case; 5 (8) Being a note secured by first mortgage upon tangible or phy¬ sical propert}^ Avhen such mortgage is assigned with sucli securities to the purchaser; (9) Evidencing indebtedness due under any contract made in pur¬ suance to the provisions of any statute of any state of 'the United States providing for the acquisition of personal property under con¬ ditional sale contract; (10) Being negotiable promissory notes given for full value and for the sole purpose of evidencing or extending the time of payment of the price of goods, Avares or merchandise purchased by the issuer of such notes in the ordinary course of business, and commercial paper or other evidence of indebtedness running not more than twelve months from the date of issue; (11) Being subscriptions for or sales of shares of tJie capital stock of a corporation prior to the incorporation thereof under the laws of the State of Illinois, tvJven no expense is incurred, or no commission, compensation or remuneration is paid ox given for or in connectiori ivith the sale or disposition of such securities; (12) Bonds or notes secured by lien on vessels shown by policies of marine insurance taken out in responsible companies to be of value, after deducting any or all other indebtexhiess secured by pnor lieri^ of 7ioi less than 125% of the par amount of such bonds or notes; Securities in Class and the sales thereof shall not be subject to the provisions of this Act. (As amended by Act approved June 11, 1921. § 5. Securities in Class being exempted sales, shall include: (1) An isoladed sale of any security by a bona fide owner tdiereof, or his representative, for the owneEs account, such sate not being made in the course of repeated and successive transactions of a like character, and such owner not being a broker or dealer in securities or an under¬ writer of such securities; (2) Capital stock of a corporation tvhen sold or distributed by it among its stockholders without the payment of any commission or ex¬ penses to agents, solicitors or brokers, and without incurring any lia¬ bility for any expenses whatsoever, in connection wdth the distribution thereof; (3) Securities tvhen sold by or to any bank, trust company or in¬ surance company or association organized under the banking or in¬ surance laws of this State or of the United States, or doing business in this State under the supervision of the Department of Trade and Commerce; or of the Auditor of Public Accounts; or by or to any building and loan association organized and doing business under tb.e laws of this State, or any public sinking fund trustees; (4) Securities when sold to- any corporation, or any broker or dealer in securities; (5) Securities when sold or offered for sale at any judicial, exe¬ cutors or administrators sale, or at any sale by a receiver or trustee in insolvency or bankruptcy, or at a public sale by auction held at an advertised time and place. Securities when disposed of by the persons and in the manner provided by this section, shall not be subject to the provisions of this Act m such transactionsj provided, however, that such securities shall not he resold, except as is in this section provided, without compliance with the provisions of this Act. (As amended by Act approved June 11, 1921. § 0. Securities in Class shall comprise the following: Those issued by a person, corporation, firm, trust, partnership or association owning a property, business or industry which has been in continuous operation not less than two year^ /'jd which has shown during a period of not less Jhan two years ^mor to the filing of the statement herein provided for, average annual net profit?^ exclusive of all prior charges, as follows: (1) In the case of interest bearing securities, not less than one and one-half times the annual interest charge thereon and upon ail other outstanding interest bearing obligations of epial rank; (2) In the case of preferred stock, not less than one and one- half times the annual dividend on such preferred stock and on, all other outstanding stock of equal rank; (3) In the case of common stock, :iot less than 3% per annum upon such common stock, ( or in the cr^se of common stock of no par value, upon the price at which the srme is, or is to he, offered), and on all other outstanding common stork. (As amended by Act approved June 11, 1921. § 7. Securities in Class ‘‘0^^ may be disposed of, sold or offered for sale upon compliance with the following conditions, and not other¬ wise : (a) A statement shall be filed in the office of the Secretary of State: (1) Describing the evidences of indebtedness, preferred stock or common stock intended to be offered or sold; (2) Stating the law under which and the time when the issuer was organized; (3) CiviDg a detailed statement of the assets and liabilities of such issuer and income or profit and loss statement, and giving an analysis of surplus account; (4) Giving the names and addresses of its principal officers and of its directors or trustees; (5) Giving pertinent facts, data, and information establishing that the securities to be offered are securities in Class Such statement shall be verified bv the oath-of not less than two credible persons having knowledge of the facts. Not less than twenty- five copies of such statement, wholly printed or wholly typewritten, shall at the time of filing the original statement be filed with the Secre¬ tary of State. The printed or typewritten copies so filed shall bear at the top in bold faced type the expression: ^^Securities in Class ^C’ under Illinois Securities Law,’’ followed by the expression, also in bold faced type: ‘"^This statement is prepared by parties interested in' the sale of securities herein mentioned. Neither the State of Illinois, nor any 7 officer of the State, assumes any responsibility for any statement con¬ tained herein nor recommends any of the securities described below/^ (b) By and ivitli the consent and approval in writing of the Sec¬ retary of State any security in Class ‘‘C may he offered for sale or sold before the filing of the statement with respect thereto herein above in Paragraph (a) of this section seven (7) referred to, any tiling in this statute to the contrary notwithstanding such consent to be conditioned upon there being deposited in the office of the Secretary of State by the issuer or any party interested in the sale of such security: 1. A notice briefly describing the securities to be offered and stating the price at which such securities are to be offered to the pub¬ lic, the amount of the issue and the amount to be Isold in Illinois; 2. The fee with respect to such securities prescribed- in section 26 of this statute; 3. A copy of the circular to be used m selling or offering for sale such securities; 4. Such additional information as may be required' by the Secre¬ tary of State; provided that within thirty days after the deposit of such documents, or ivithin such further time as the Secretary of State may prescidbe, there shall be filed in the office of the Secretary of State the statement with respect to such securities provided for in Paragraph (a) of this section seven (7); and further provided, that no issuer o'!* other party shall offer, advertise or sell any such security prior to the filing by the Secretary of State of the statement herein above in Para¬ graph (a) prescribed unless such issuer or other party shall have on file in the office of the Secretary of State an irrevocable consent and power of attorney ivith respect to the sale of Glass ‘‘C securities as provided in section 16 of this Act; and shall also have on file in the office of the Secretary of State a good and sufficient bond in the sum of not less than $50,000.00, payable to the People of the State of Illinois, for the pro¬ tection, use and benefit of purchasers and of all persons in interest, executed by a surety or guaranty company authorized to do b^isiness in this State conditioned that in the event the staiement ivith respect to any securities shall not be filed, as above provided, the obligor in such bond, will repay to any purchaser from such obligor, on demand and tender of such securities, the purchase price paid therefor. (As cimended by Act approved June 11, 1921. § 8. All securities other than those falling within Class and respectively, shall be known as securities in Class § 9. 2^0 security in Class shall be sold or offered for sale until there shall have been filed in the office of the Secretary of State, statements and documents as follows: (1) A description and amount of the securities intended to be offered for sale; /2) If the issuer is a corporation, a certified copy oi the charter or articles of incorporation and by-laws; (3) If the issuer is a firm, trust, partnership or unincorporated association, a copy of the articles of partnership, association or trust agreement; 8 (4) The names, addresses and prior occupations during a period of not less than ten (10) years prior to filing such statement (giving- details as to time, place and address of employer and reasons for dis¬ continuance of employment) of the officers, directors or trustees of the issuer, if it be a corporation, or of the persons composing the issuer, if the issuer be a non-incorporated association; (5) A description of the nature of the industry engaged in or in¬ tended to be engaged in and tlie approximate time when such industry was or will be established; (6) An inventory showing the assets of the issuer; (7) An appraisement of the assets of the issuer; (8) A statement in detail of the gross income of the issuer and the source or sources thereof and of its operating and -other expenses for a period of twelve (12) months prior to the date of filing sucli statement, or for the period of the existence of the issuer if less than two years prior to the date of filing; (9) A copy of the most recent balance sheet of the issuer, show¬ ing the financial condition of the issuer at a date not more than thirtv (30) days prior to the date of filing, and giving an analysis of surplus account from inception of such issuer ; (10) A copy of the mortgage, trust deed, indenture or writing securing the securities, [or] whereunder the same are issued, if any such instrument there be; (11) A copy of the form of the securities intended to be offered; (12) A copy of any and all subscription blanks to be used in the sale thereof, which subscription blanks shall have printed thereon, ^‘These are speculative securities^k (13) A statement as to the manner in which the securities are to be offered and sold; (14) If the securities be intended to be offered and sold by the issuer through solicitors, agents or brokers, an irrevocable contract executed by each such solicitor, agent or broker authorized to offer or sell such securities bv or on behalf of the issuer to the effect that the xJ issuer will receive in cash not less than 80% of the proceeds of each sale of the securities without deduction for any commission .or ex¬ penses, directly or indirectly, and without liability to pay any sum whatsoever as commission or expenses or for services in and about such sale; If the securities shall have been or be intended to be- sold to any dealer, solicitor, agent or broker and intended to be by such dealer, solicitor, agent or broker sold to the public for their own account, a statement verified under oath, establishing that the price paid to the issuer was or will be without any fixed or contingent right in the issuer to demand or receive any additional sum on account of such securities or the sale thereof ; (15) A summary of the material facts disclosed by the preceding statements; (IG) Such other facts relative to such securities as the Secretary of State shall prescribe. 9 Such statements and documents shall;, except as otherwise pro¬ vided herein be verified by the oath of not less than two oi the officers of the issuer;, if the issuer be a corporation^ or by not less than two members of a firm^ trust;, partnership or association;, if the issuer be non-incorporated. The Secretary of State may require further and additional veri¬ fication under the oaths of other persons. % § 10. With the statement required to be filed in the office of the Secretarv of State with reference to securities in Class there shall also be filed an inventory, in such detail as the Secretary of State shall require; showing the assets of the issuer as of a date not more than thirty (30) days prior to the date of filing thereof. Such inven¬ tory shall be accompanied by an appraisement made by a disinterested qualified person or persons who may he selected hy the Secretary of State, showing the value of the assets described in such inventory. The person or persons making such appraisement shall state in such appraisement the character and nature of their experience and their qualifications to value such property and all the facts or considerations on the basis of which their estimate of values is predicated. Such appraisement shall be verified by the oath of the person or persons making the same. (As amended by Act approved June 11, 1921. § 11. At any time, either before or after the filing of any state¬ ment required by this Act to be filed with reference to securities in Class or Class the Secretary of State ma}^ designate a certified public accountant to make an examination of the books, records, papers and documents, of the issuer and make a report of the exam¬ ination thereof to the Secretarv of State. The Secretarv of State shall K/ Kf fix the compensation of such certified public accountant in advance and shall notify the issuer thereof of the amount so fixed, which compensa¬ tion shall be paid by the issuer to such certified public accountant as his compensation for making such examination. The Secretary of State may secure information from or through others and may malce or cause to he ^ made investigations respecting the business, affairs and property of the issuer, and in financing hy the sale of securities in Class the Secretary of Stale in his dis¬ cretion may require that the capital to he ohtained hy such sales, he held intact until the completion of the sale of securities, or so much or such portion of the issue to he sold as may in the opinion of the Secretary of State prevent loss of such capital or fraud upon the pur¬ chasers of such securities, and for such purpose talce bond to the People of the State of Illinois for the use and heneft of such purchasers with sufficient sureties, or may accept other safeguards in lieu thereof; and may require financial statements and reports of the issuer so often as circumstances appear to 'warrant. (As amended by Act a])provcd June 11, 1921. § 12. If the statement as to securities in Class shall disclose that any of such securities shall have been or shall be intended to be issued for any patent right, copyright, trade-mark, process or good will, or for promotion fees or expenses, or for otlier intangible assets, 10 the amount and nature tliereof, shall be fully set forth, and securities issued in payment of such patent right, copyright, trade-mark, process or good will, or for promotion fees or expenses, or for other intangible assets, shall be delivered in escrow to such bank or trust company as shall be designated by the Secretary of State under an escrow agree¬ ment that the owners of such securities shall in case of dissolution or insolvency not participate in the assets of the corporation until after the owners 'of all other securities have been paid in full. Such escrow agreement shall remain in full force until the securities of the issuer thereof are qualified under Class hereof. § 13. If the statement as to securities in Class “D’’ discloses that such securities are intended to be offered or sold by the issuer, through a solicitor, agent or broker, a statement giving the names, residences, qualifications, occupations and business experience of such solicitor, agent or broker for a period of ten years prior to the filing, and the name and address of each employer, the period of employment and reason for resignation or discharge, shall be filed in the office of the Secretary of State. The signatures of each and every of such solicitors, agents or brokers, shall be attached to such statement. If after the filing of such statement the issuer shall appoint any additional solicitor, agent or broker to offer or sell such securities before any such addi¬ tional solicitor, agent or broker, shall offer or sell any such securities, there shall be filed like statements. § 14. After qualification of securities in Class by the issuer, ain^ dealer or owner may sell such securities upon filing in the office of the Secretary of State, a statement verified b}'’ the oath of such dealer or owjier as otherwise provided by this Act, a statement of the amouni; and description of the securities to be sold by him or it, the maximum pi'ice for which they are to be sold, his or its address by street and number, qualification, occupation, and business experience of such dealer or owner for a period of ten years prior to filing such .statement, giving name and address of each employer, tire period of emplo 3 nnont and the reason for resignation or discharge. § 15. ^^'ot less than 25 printed or typewritten copies of the sum¬ mary of the statement required- to be filled with reference to securities in Class shall be deposited in the office of the Secretary of State. The printed or typewritten copies so deposited shall bear at the top in bold face type the expression: ‘^Securities in Class Tl’ under Illinois Securities Law: These are speculative securities,^’ followed by the expression, also in bold face type: ‘‘This statement is prepared by parties interested in the sale of securities herein mentioned. iMeither the State of Illinois nor any officer of the State assumes anv responsibilitv for any statement con- tained herein nor recommends any of the securities described below.” § 16. Before any securities in Classes ^^C” or “D” shall be sold or offered for sale the issuer or person intending to sell or offer for sale such securities shall file in the office of the Secretarv of State a written irrevocable consent and power-of-attorne}^ that suits at law or in equit}' arising out of or founded upon the sale or offering for sale 11 of any of such securities may he commenced against the corporation or person executing such power-of-attorney in any court of competent jurisdiction within this State, in any county in which the plaintilf or complainant resides, or in which tlie cause of action may have arisen, by the service of process upon the Secretary of State, and therein agreeing and stipulating that such service of process upon the Secre¬ tary of State shall be taken and held in all courts to be as valid and binding, as if due service had been made upon the corporation or per¬ son executing such power-of-attorney, according to the law of this State. Such instrument if the owner be a corporation^ shall be signed by its chief executive and chief recording officer under its corporate seal, if it have [has] one, pursuant to a resolution of its governing body, a certi- led copy of which resolution shall be attached to such irrevocable con¬ sent and power-of-attorney, or if a person or a non-incorporated association then signed and acknowledged by such person or by all the members of such non-incorporated association. Whenever any process is served upon the Secretary of State, he shall at once forward a copy of the same by registered mail to the defendant at liis or its last address of record in the office of the Secretary of State. § 17. Before tiling any statement or document with reference to securities in Class or Class the Secretary of State shall within a reasonable time examine the same and, if the same is incomplete, inadequate, evasive or otherwise not in conformity with the provisions of this Act, or if the sale or offering for sale of securities based upon the plan or scheme evidenced by the statements and documents offered to be filed, would in the opinion of the Secretary of State work or tend to wmrk a fraud upon the purchaser of such securities the Secretary of State shall refuse to file the same. Otherwise such statements or documents shall be filed by the Secretary of State. Upon the filing of such statements or documents by the Secretary of State, the issuer, solicitor, agent, broker, dealer or owner may proceed to sell the amount of securities proposed to be sold or disposed of in this State, but no written or printed evidence of the compliance with this Act shall be issued by the Secretary of State. The Secretary of State may, either before or after such statements and documents are filed, propound in¬ terrogatories to the persons filing, or offering to file^ such statements or documents, respecting any facts required to be stated with reference to such securities. Such interrogatories shall be answered under oath. If such interrogatories relate to a statement or document offered to be filed, such statement or document shall not be filed until such iiiterro- gatoi’ies are answered, and not then unless such statement and docu¬ ment and the answers to such interrogatories disclose conformity with this Act. If such interrogatories relate to a statement or document already filed, such interrogatories shall be answered within twenty days or within such further time as the Secretary of State shall pre¬ scribe. If not answered within twenty days or witliin any extension thereof, the sale or offering for sale of the securities coveied by tlie statement or document to which the interrogatories relate, shall be unlawful. 12 § .18. Whenever the Secj'etary of State refuses to file any state- ' * nient or document presented under the provisions of this Act, the person presenting such statement or documents for filing ma\' within thirty da 3 ^s thereafter, file a petition in the Circuit Court of Sanga- ^ mon County, against the Secretary of State, officially as defendant, to review his action in refusing to file such statement or document, alleging therein, under*oath, in brief detail, the right of the petitio-ner to sell securities in this State, and praying that the Secretary of State be required to file in his office such statement or document. If, upon a hearing, the court shall find upon consideration of the slatement or document and other pertinent evidence that the sale or offering for sale of securities upon the basis, plan or scheme evidenced therein and thereby will not work or tend to work a fraud upon the purchaser or purchasers of such securities, and shall further find that the Secretary of State wrongfully concluded that the sale or offering for sale of such securities would ivork or tend to work a fraud upon purchasers thereof, and that the petitioner is entitled to the benefits of and has complied with the provisions of this Act, the couit may order such statement or document filed. Either party to such suit shall have the right to prosecute an ap¬ peal from the order or judgment of the court. Judgment against the petitioner shall not bar his right to file a new statement or document under the provisions of this Act, nor shall judgment in favor of the petitioner prevent the Secretary of State from thereafter applying for an injunction, or otherwise proceeding, as is provided in this Act. ^Merely technical irregularities in the procedure of the Secretary of State shall be disregarded and the burden of proof on all questions in controversy shall rest upon the petitioner. (As amended by Act approved June 11. 1921. § 19. Every expression or statement made as an inducement to ])rocure the filing of the information required by the provisions of this Act, either concerning Class ^^C^^ or Class securities, shall be re¬ duced to writing and verified under oath Iw the person making such expression or statement. § 20. So long as any security is sold or offered for sale under the provisions of this Act, such person, issuer, dealer, solicitor, agent or broker shall on or before the expiration of each six months’ period, from the date of filing the original statements and documents, and of teller if required by the Secretary of State, file new or supplemental statements disclosing: (1) The amount of securities sold, the sale price thereof and the amount of cash proceeds received therefor by the issuer; (2) All changes in the financial conditions of the issuer or in its management or property, accompanied by a copy of the most recent balance sheet of the issuer showing the financial condition of the issuer at a date not more than 30 days prior to the date of such filing, and such other facts as the Secretary of State may require. Such supplemental statement shall also be accompanied by not less than twenty-five wholly typewritten or printed copies of such sum- 13 mary of such supplemental statement, which summary shall be tiled in the office of the Secretary of State. . Such supplemental statement shall be verified in the same manner as the original statement. § 21. Each financial statement, prospectus, advertisement, circular and document circulated, published or distributed for the purpose of effecting sales of securities in Class shall contain the words, in boid faced type, ^^Securities in Class under Illinois Securities Law. These are speculative securities.^’ But it shall be unlawful to make any other reference in any such matter to the fact that the issuer, solicitor, agent or broker has complied with the provisions of this Act. All such matter shall also contain a statement of the assets, liabilities, income and expenses of the issuer, the law under which the issuer was incorporated or organized, and the names and addresses of all officers, directors or trustees, of the issuer or of the owner of the property con¬ stituting the basis of the issue of such securities. A copy of each such financial statement, prospectus, advertisement, circular and document so circulated, published or distributed shall be filed in the office of the Secretary of State within ten (10) days after the first circulation, publication or distribution thereof. It shall be unlawful to print, pub¬ lish, circulate or distribute such matter showing the earnings of other companies or corporations engaged in a similar business. It shall be unlawful for any issuer, solicitor, agent or broker in any advertisement intended to promote the sale of securities in Class to make any reference whatsoever to the fact that such issuer, solicitor, agent or broker has complied with the provisions of this Act. § 22. The Secretary of State shall, upon request therefor, mail or deliver to any person a copy of the summary of the statements or supple¬ mental statements required to be deposited in his office. § 23. The Secretary of State may prescribe and furnish forms for all statements and documents and summaries required by this Act to be filed in his office and such statements, documents and summaries shall follow substantially the forms so prescribed. § 24. (1) In case any statement or document submitted or filed in the office of the Secretary of State shall, in the judgment of the Secretary of State, in any material part thereof be inadequate, in¬ sufficient or not in compliance with this Act, or in case the basi^, plan or scheme disclosed by such statements or documents, adopted or filed, would, in the judgment of the Secretary of State, work or tend to work a fraud upon purchases, or if it shall be made to appear to the Secretary of State, by complaint, through investigation or otherwise, that the statements and documents filed with respect to any securities are false or deceptive in any material particular, or if it shall be made to appear to the Secretary of State that insolvency erists or that conditions with respect to any such securities have so changed that the further sale or offering for sale thereof would ivorh or tend to irorlc a fraud on pur¬ chasers thereof, or that any of the terms and provisions of this Act, have not been complied with, or if it shall appear .to the Secrelary of State by complaint, upon investigation or otherivise, that an}! securities have been sold or are being offered for sale ivithout compliance iciih, or in violation of any of the provisions of this Act, the Secretary of State 14 shal], in the name of tlie TeopJe of the State of Illinois, through the Attorney General, apply for an injunction in any court of com}>etent jurisdiction to restrain the further sale or offering for sale of such securities; and (he cowi shall have potaer to restram the sale or offering for sale of such securities upon such application and may grant injunc-. tions to enforce the provisions of this Act, in addition to the penalties and other remedies in this Act provided; the pelitioner shall not he required to give bond in such proceedings and eitlher party to such suit shall have the right to prosecute an appeal from th^e order or judgment of the court. (2) The Secretary of State shall also have the power at any time, after five days notice to the seller of securities, ivhen insolvency exists or tvhen in the opinion of the Secretary of State' the further sale of such securities would luorh or tend to ivorlc a fraud upon purchasers thereof, to suspend or cancel permission to sell such securities in this State, and thereafter the sale or offer for sale of such securities shall he unlaivful, and may rescind such action when it shall he made to appear that further sales of such securities will not ivorlc or tend to work fraud upon pur¬ chasers, the order suspending or cancelling such authority to sell securi¬ ties and any recision thereof shall he reduced to writing and signed hy the Secretary of State; any issuer, corporation or person aggrieved or interested in any such suspension or cancellation order aforesaid shall have the right to have the action and decision of the Secretary of State revieived hy the Circuit Court of Sangamon County, the procedure and rights under this paragraph two (2) of this section shall he governed hy the provisions of section 18 of this Act in so far as such provisions may he applied. (3) In no case shall the Secretary of State incur any official or personal liahility hy instituting injunction or other proceedings, or hy the suspension or cancellation of the right or authority to sell securities. (As amended by Act approved June 11, 1921. § 25. All statements and documents and all other matters filed in the office of the Secretary of State under the provisions of this Act shall at all proper hours he available for public inspection. § 26. Before filing any statements required to be filed liereunder with reference to securities in Class ‘^C’^ or in Class the person so filing such statements shall pay in advance to the Secretary of State a fee of one-twentieth of one per cent of the amount of the securities to be offered for sale in this State, but in no case shall the fee be less than twenty-five dollars ($25.00) or more than three hundred dollars ($300.00). § 27. All oaths required by this Act relating to securities in Class shall be taken before an officer of this State, authorized to ad¬ minister oaths therein. § 28. Whenever in this Act copies of statements or other docu¬ ments are required to be furnished to the Secretary of State for dis¬ tribution, additional copies as requested by the Secretary of State, shall be supplied by the parties filing the original copies or by parties interested in the disposition of such securities. § 29. Any solicitor, agent or broker, selling or offering to sell any securities in Class without compliance with the provisions of this Act, shall be deemed guilty of a misdemeanor and upon conviction thereof, shall be punished by a fine of not less than one hundred dol¬ lars ($100.00), and not more than five thousand dollars ($5,000.00) for the first offense and not less than one thousand dollars ($1,000.00), nor more than ten thousand dollars ($10,000.00) for the second or any subsequent offense, or by imprisonment in the county jail not more than one year or may be punished by both such fine and imprisonment, in the discretion of the court. § 30. Any issuer of securities or any officer, director, trustee or agent thereof, selling or offering to sell any securities in Class without full compliance with the provisions of this Act, shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in any sum not exceeding ten thousand dollars ($10,000.00) for the first offense and not to exceed twent,y-five thousand dollars ($25,000.00) for the second or any subsequent offense, and the officer, director, trustee or agent thereof, or the issuer (if a natural person) may be punished by imprisonment in the county jail not exceeding one year or may be punished by both such fine and imprisonment, in the discretion of the court. § 31. Any person or corporation, whether acting on his or its own behalf or on behalf of another violating any of the provisions of this Act, shall be deemed guilty of a misdemeanor and on con¬ viction thereof shall be fined not less than one hundred dollars ($100.00) nor more than five hundred dollars ($500.00) for the first offense and not less than five hundred dollars ($500.00), nor more than one thousand dollars ($1,000.00) for the second or any subse¬ quent offense, or imprisonment in the county jail for not more than six months for the first offense nor more than one year for the second or any subsequent offense, or shall be subject to both such fine and imprisonment, in the discretion of the court. § 32. Any dealer, agent, solicitor or broker, who shall make any statement or representation not authorized by the issuer, or any state¬ ment or representation at variance with, or not reasonably predicated upon the statements and documents filed by the issuer in the office of the Secretary of State, ^shall be guilty of a misdemeanor, and upon conviction thereof, shall be fined in any sum not to exceed one thousand dollars ($1,000.00) for the first offense, and not to exceed five thou¬ sand dollars ($5,000.00) for the second or any subsequent offense, or imprisoned in the county jail not more than six months for the first offense, nor more than one year for the second or any subsequent offense, or shall be subject to both such fine and imprisonment, in the discretion of the court. § 33. Any person signing any statement, list, inventory, balance sheet or other paper or document required by any provision of this Act to be verified or sworn to, knowing any representation therein contained to be false or untrue (and the depositing of any such state¬ ment or document in the office of the Secretary of State shall be deemed prirna fade evidence of knowledge of the falsity thereof or of any repre- 16 sentation tlierein contained, and of the wilful signing of such statement or document)^ shall be deemed guilty of perjury and shall be subject to the penalties by the law of this State prescribed therefor. § 34. It shall be unlawful for any officer, director, trustee, solicitor, agent or broker of or for any issuer, knowing such issuer to be insolvent, to sell anv securities issued bv such issuer; and anv such officer, director, trustee, solicitor, agent or broker who shall make any sale of any securities ot' and for any such issuer, and by reason of such insolvency of such issuer, the price paid for such securities or any part thereof shall be lost to the purchaser, shall be deemed, guilty of embezzlement and upon conviction thereof shall be fined in a sum not less than one thousand dollars ($1,000.00) nor more than ten thousand dollars ($10,000.00) or may be imprisoned in the State penitentiary for not less than one vear nor more than five vears. or X. %J «y‘ %j y may be both fined and imprisoned, in the discretion of the court. For the purpose of this section, an issuer shall be deemed insolvent whenever the aggregate of its property shall not, at a fair valuation, be sufficient in amount to pay its debts. § 35. Any person interested in sepurities in Class may main¬ tain in the name of the issuer an action at law or suit in chancerv •/ for the use of the issuer, against the solicitor, agent or broker of such issuer, jointly or severally, to recover of such solicitor, agent or broker all moneys in excess of 20% of the proceeds of the sales of securities made by such solicitor, agent or broker and not turned into the treasury of the issuer. § 36. It shall be unlawful-for any officer, director, solicitor, broker or agent, to sell or offer for sale any securities in Class in any other manner or form than specifically set forth in the information recjuired to be filed in section 9 of this Act, and any offer or sale upon any other terms or conditions other than set forth, shall be considered prima facie evidence that such officer, director, trustee, solicitor or agent offered or sold same for the purpose of defrauding the investor to whom such Security was offered or sold. § 3T. (1) Every sale and contract of sale made in violation of an}^ of the provisions of this Act shall be void at the election of the purchaser, and the seller of the securities so sold, the offi-cers and directors of the seller, and each and every solicitor, agent or broker of or for such seller, who shall have knoAvingly performed, any act or in any way furthered such sale, shall be jointly and severally liable, in an action at law or m equity, upon tender to the seller or in court of the securities sold, to the purchaser for the amount paid, the con¬ sideration given or the value thereof, together with his reasonable attorney’s fees in any action brought for such recovery. (2) In any action, civil or criminal, nliere the seller or issuer re¬ lies for his defense upon any of the exemptions provided for in\ this Act, the burden of proof to establish such exemption, shall be upon such issuer or seller. (3) The Secretary of State shall have the pou'cr to male such investigations under this Act as he may deem proper and expedient, and to refer any complaint, together with information relative thereto. 17 to the proper officers of the coiuitij in ivhich any violation may have occurred. (Jf) For the purposes of this Act all persons, soliciiors, agents, hrolcers, officers and directors of the seller, irho shall sell or offer for sale securities in violation of the provisions of this Act, or ivho shall in any manner authorize, aid or ass'ist in any nnlawful sale or offering for sale, shall he deemed equally guilty, and may he tried and punished in the county in which said unlawful sale or offering for sale was made, or in the county in ivliich the securities so sold or offered for sale, ivere delivered or proposed to he delivered to the purchaser thereof. (5) In any prosecuiion, action, suit or proceeding hefore any of the several courts of this State based upon or arising out of or under the provisions of this Act, a certificate under the seal! of State, duly signed hy the Secretary of State, showing compliance or non-compliance ivith the provisions of the Tllinois Securities Laiu^ respecting the securi¬ ties in question or respecting compliance or non-compliance loith the provisions of the Act hy any issuer, solicitor, agent, hrolcer, dealer or otvner, shall constitute prima facie evidence of such compliance or of such non-compliance ivith the provisions of this Act, as the case may he, and shall he admissihle in evidence m any action at law or in equity to enforce the provisions of this Act. (As amended bv Act approved June 11, 1921. § 38. Nothing in this Act shall be construed to relieve corpora¬ tions from making reports now or hereafter required by law to be made to the Secretary of State or paying the fees now or hereafter to be paid by corporations. This Act shall not be construed to repeal any law now in force regulating the organization of corporations in this State or the admission of any foreign corporation, but the pro¬ visions of this Act shall be construed to be additional to any provision regulating the organization of a corporation under the laws of Illinois or the admission of a foreign corporation to do business in this State. § 39. If the issuer of any securities be a foreign corporation, end such issuer shall desire to make sales of such securities under the provisions of this Act, no statement or document relating to such sales shall be filed in the office of the Secretarv of State until such foreign corporation has complied with the law regulating the admis¬ sion of foreign corporations to transact business in this State. § 40. No prosecution for violation of any provision of this Act shall bar or be barred by any prosecution for the violation of any other provisions of this Act or of any other statute; but all prosecutions and all civil actions to recover money or for other purposes under this Act or based upon any provision of this Act must be commenced within five years after the commission of the act complained of. § 41. The invalidity ot any section or provision of this Act shall not affect the remainder thereof. § 42. An Act entitled, “An Act to prevent fraud in the sale and disposition of stocks, bonds or other securities sold or offered for sale within the State of Illinois, by any dealer, firm, company, association oi* corporation, foreign or domestic, by requiring an inspection of such 18 stocks, bonds, or other securities and an inspection of the business of such persons, firms, companies, associations or corporations, including dealers and agents, and such regulation and supervision of the business of said persons, fiimis, companies, associations or corporations, includ¬ ing dealers and agents, as may be necessary to prevent fraud in the sale within the State, of any stocks, bonds or other securities, and providing penalties for the violation thereof,^^ filed June 29, 1917, in effect Janu- . ary 1, 1918, is hereby repealed, and all other Acts and parts of Acts insofar as they conflict with this Act are hereby repealed. It shall hereafter he unlawful for any person or corporation to exhibit or in anv wise make use of anv certificate issued by the Secre- tary of State under any of the provisions of the Act hereby repealed for the purpose of making or in endeavoring to make any sale of securities. This repeal shall not affect any contract rights which have arisen under the law hereby repealed, or under the administration thereof, nor invalidate any deposits in escrow or contracts entered into by the issuer of securities for the benefit or security of any person. The Secretary of State shall in all such cases proceed in all respects touching such con¬ tracts and escrows as if such law had not been repealed. § 43. Whereas, an emergency exists, therefore this Act shall be in force and effect from and after its passage and approval. Approved June 10, 1919. Compiled by Louis L. Emmerson, Secretary of State. Illinois'State Journal Co. Springfield, Illinois 19 2 2 76430—lOM