Papers Of Abraham Lincoln

In force, Jan.[January] 7, 1836.

AN ACT to incorporate the Marseilles Manufacturing Company.
1

Company incorporated.

Sec. [Section]1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That Gurdon S. Hubbard, Robert P. Woodworth, James A. Woodworth, L. Kimball, Augustus Butterfield, William Whipple and James Brown, and their associates and successors, be, and they are hereby constituted a body politic and corporate, under the name of the “Marseilles Manufacturing company,” to be located in the town of Marseilles, Lasalle county; and by that name shall have power to contract and be contracted with, sue and be sued, plead and be impleaded, answer and be answered unto, in all courts having competent jurisdiction; and shall be vested with all the power and privileges necessary to the object of their incorporation.

Powers of corporation

Sec. 2. The said company shall have power to give and receive promissory notes; to enter into and carry on all kinds of mechanical and manufacturing business; to erect mills, furnaces, and machine shops, for the manufacture of flour, lumber, woollen and cotton goods; castings, machinery, and farming utensils.

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Amount of real estate to be owned.

Sec. 3. The real estate owned by the said company, over and above the lots of land on which their buildings are erected, shall not exceed six hundred and forty acres, except such as may be held as collateral security for debts, bona fide, owed to the said corporation, or may become the property thereof by virtue of such indebtedness: and further, no real estate acquired by such indebtedness, shall remain the property of the said corporation for a longer period than five years, under the penalty of a forfeiture thereof, to the people of this state.

Capital Stock.

Sec. 4. The capital stock of said company, shall be two hundred thousand dollars, with power to increase the same, at the pleasure of said company, to any sum not exceeding five hundred thousand dollars; which capital stock shall be divided into shares of one hundred dollars each; Provided, That the total amount of debt which said corporation shall at any time owe, shall not exceed the amount of their capital stock; and in case of such excess, those under whose administration it shall happen, shall be holden for the same, in their natural and private capacity: but this shall not be construed to exempt the corporate property of the company from being also liable and chargeable for such excess.

Subscriptions, how opened.

Sec. 5. Subscriptions to the capital stock of said corporation shall be opened under the direction of the directors hereafter named, and if more than two hundred thousand dollars shall be subscribed, they shall distribute the stock among the several subscribers, in such manner as they shall deem most conducive to the interest of said corporation. And it shall be the duty of the directors, for the time being, to call for, and demand of the stockholders, respectively, all sums of money by them subscribed, at such times, and in such proportions, as they shall see fit, under the penalty of the forfeiture of their shares, and previous payments made thereon, to the said corporation, always giving thirty days notice in a newspaper printed in or nearest to said town.

Concerns, how managed.

Election of directors.

Bye-laws

Sec. 6. The stock, property, and concerns of the said corporation, shall be managed and conducted by five directors, who shall, at the time of their election, be holders, respectively, of not less than twenty shares of the capital stock of said company. Said directors shall be chosen annually, on the first Monday in June, by the stockholders or their proxies, which shall be by ballot; each share of the capital stock shall be entitled to one vote; and the five persons receiving the greatest number of votes, shall be deemed duly elected, to hold their offices one year, and until others are elected to fill their places. The directors so

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chosen, or the major part of them, shall constitute a board, and be competent to the transaction of business; and may, from time to time, make and prescribe such bye-laws, rules and regulations, relative to the concerns of said corporation, the duties of the president and agent, (each of whom shall be elected by a majority of the directors so chosen;) and shall also regulate the duties of their agents, clerks, and all others by them employed; and also shall appoint a treasurer, who shall give bond to the president and directors, in such amount, and in such manner as the said directors shall prescribe. And the said directors shall have power to appoint such other officers, agents and clerks, as may be necessary for carrying on the business of said corporation.

First directors.

Sec. 7. Gurdon S. Hubbard, Robert P. Woodworth, James H. Woodworth, L. Kimball and Augustus Butterfield, shall be directors from the time this act takes effect, and until others are elected in their stead. Four weeks previous notice of an election, after the first, shall be given, of the time and place of holding such election, by publishing such notice once in each week, for four weeks, immediately preceding such election, in a newspaper printed in or near the said town; and such election shall be holden under the inspection of the directors.

Extent.

Sec. 8. The corporation hereby created, shall continue twenty-five years, and no longer.

Shall keep books.

Dividends.

Sec. 9. The company shall at all times keep proper books of accounts, in which shall be registered all the transactions of the corporation; and the same shall at all times be subject to the inspection of the stockholders. And it shall be the duty of the directors to make annual dividends, or at such other times as a majority of the directors shall direct, of so much of the profits of said company, as to them, or a majority of them, shall appear advisable. And the said directors, whenever required by a majority of the stockholders, shall exhibit, at a general meeting, a full and perfect statement of the debts and credits, and all such other matters as may be deemed essential, relating to the affairs of the company.

Spccial meetings.

Sec. 10. A majority of the stockholders, whenever they deem it necessary, may call a special meeting of the company; and provided the regular elections, from any cause, shall not take place at the time herein provided for, it shall be lawful for any two of the stockholders to call a special election, giving notice of the time and place, as herein provided.

Disposition of stock.

Sec. 11. The stock not disposed of by the directors, in the manner herein before named, shall and may be issued by the directors, for the time being, according to the bye-

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laws and regulations that may be adopted by the said company.

Stock deemed personal property.

Sec. 12. The stock of said corporation shall be deemed personal property, and assignable and transferable on the books of the corporation. But no stockholder indebted to the corporation shall be permitted to make a transfer, until such debt be paid, or secured to be paid, to the satisfaction of the directors.

Banking.

Sec. 13. That nothing in this act shall be so construed to invest said company with any banking powers, or to authorise them to make, emit, or utter any bills of credit, bank notes, promissory notes, or other thing, to be used as a circulating medium, as, and in lieu of money.

A public act.

Sec. 14. This act is hereby declared to be public, and shall take effect from and after its passage.

Approved, Jan. 7, 1836.

1James M. Strode introduced SB 12 in the Senate on December 14, 1835. The Senate referred the bill to a select committee. The select committee reported back the bill on December 15 with sundry amendments, in which the Senate concurred. On December 16, the Senate passed the bill as amended by a vote of 16 yeas to 9 nays. On December 18, the House of Representatives referred the bill to a select committee. The select committee reported back the bill on December 21 with several amendments, in which the House concurred. On December 22, the House passed the bill as amended by a vote of 32 yeas and 19 nays, with Abraham Lincoln voting yea. On January 7, 1836, the Council of Revision approved the bill and the act became law.
Illinois House Journal. 1835. 9th G. A., 2nd sess., 81, 96, 113, 127, 241, 248, 260; Illinois Senate Journal. 1835. 9th G. A., 2nd sess., 33, 34, 42, 50-51, 95, 179, 180, 198.