Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That all such persons as shall become subscribers to the stock hereinafter described, shall be, and they are hereby constituted and declared a body politic and corporate, by the name and style of the “Randolph Manufacturing Company,” from and after the passage of this act; and by that name, they and their successors, shall have succession, and shall in law be capable of suing and being sued, pleading and being impleaded, in all courts and places whatsoever; may have a common seal, alter and change the same at their pleasure; and they and their successors, may also by that name and style, be capable in law of purchasing, holding, and conveying away real and personal estate, as may be necessary for the purposes and objects of this act, as hereinafter limited and set forth: Provided, Such real estate shall not exceed six hundred and forty acres of land, with the buildings and improvements thereon, erected for the business of said company.

Sec. 2. The president and directors of said company, hereafter provided for, shall have power, and are hereby authorised to carry on the manufacture of grain, and other agricultural products in the county of Randolph; and to erect mills, works, machines, and such other buildings as may be necessary to carry on their business; and to enter into all contracts which may concern the use and management of said property, that may be necessary and proper to carry into effect the objects of this grant.

Sec. 3. The capital stock of said company, shall consist of fifty thousand dollars, divided into one thousand shares, of fifty dollars each: Provided nevertheless, That the stockholders of said company, at a general meeting, and by a vote representing in its majority, at least two-thirds of the stock subscribed to said company, may, and are hereby empowered to increase the capital stock of said company, to one hundred thousand dollars, divided in the same manner as before, into shares of fifty dollars each; Provided, That the amount of debts which the said company shall at any time owe, shall not exceed the amount of capital stock actually paid in, and possessed in real and personal property: and in case of such excess, the directors under whose administration it shall happen, shall be liable for the the same, in their natural and private capacities: but this shall not be construed to exempt the corporation, or any estate, real or personal, which they may hold as a body corporate, from being also liable and chargeable for the said excess.

Sec. 4. The general place of meeting for said company, shall be at Kaskaskia, in this state; but the president and directors may select such places for carrying on their manufacturing business, in said county of Randolph, as to them may seem fit for the purposes of the company.

Sec. 5. That for the purpose of carrying into effect the objects of this incorporation, Nathaniel Pope, Pierre Menard, Gabriel Jones, Seth Allen, Miles
A. Gilbert, Thomas Short and Jacob Feaman, are hereby appointed commissioners, to obtain subscriptions to the capital stock of said company: and said commissioners, or a majority of them, after giving general notice thereof, in some paper printed in this state, may open books for the subscription of said stock, at such time and places as they may direct, and keep the same open till at least two hundred and fifty shares of said capital stock is subscribed. If the requisite number of shares shall not be subscribed within thirty days after the books are opened, said commissioners, or a majority of them, shall take such measures for completing such subscriptions, as they may deem expedient and proper. Every subscriber shall, at the time of subscribing, pay to said commissioners the sum of one dollar for each share subscribed; and when such subscription is completed, or within sixty days thereafter, said commissioners, or a majority of them, shall call a meeting of the stockholders at Kaskaskia, by a printed notice in some newspaper of general circulation in this state.

Sec. 6. That at said meeting, the stockholders of said company shall immediately proceed to elect five directors, who shall manage, direct, and govern the affairs of said company, one year from the period of said election, and until their successors, who shall be vested with the same authority, are elected.

Sec. 7. And at said election, each stockholder shall give one vote for each share of stock he may hold, and a majority of all the votes given, shall be required to make an election.

Sec. 8. That the period of election shall be annually, the first Monday in the month in which the first election was held.

Sec. 9. That immediately after the directors are chosen as above, they shall hold a meeting, at which, and at all subsequent meetings, a majority shall constitute a quorum; that they shall proceed to the election of a president, from one of their number; a secretary, who shall be sworn by a justice of the peace to the faithful discharge of his duty, and who shall record all votes of the corporation in a book, to be by him kept for that purpose; a treasurer, who shall give bond to such amount, and in such manner, as the said

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president and directors shall direct; and such other officers and agents, as to them may seem necessary for their regular government, and to carry into effect the objects for which said corporation is established.

Sec. 10. The said president and directors shall have power, from time to time, to make all such bye-laws, and rules, not inconsistent with the constitution and laws of this state, and the United States, which may be necessary for the payment or collection of subscriptions to its stock, and the transfer of the same; the conveyance of property; or that in any other way may concern the management and direction of the affairs of said company, in carrying into effect the provisions of this act.

Sec. 11. This act is declared a public act, to be and remain in force for the term of twenty-five years, from and after the date of its passage; Provided, however, That if said company shall not have been organised under this charter, and the works located, and business commenced, within two years from July first, next, this act shall be void, and of no effect.

Approved, Jan. 16, 1836.