In force Jan[January]. 18, 1835.
AN ACT to incorporate the Sangamon Fire Insurance Company.1
Powers of corporation
Sec[Section]. 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That John Taylor, John Williams, George Passfield, James Bell, Samuel Morris, N. A. Rankin, Joseph Klein, Thomas Houghan, Samuel H. Treat, Ninian W. Edwards, Elijah Iles,2 and their associates, successors, and assigns be and they are hereby incorporated into a body corporate, and politic, by the name and style of the Sangamon Fire Insurance Company, to have continuance, for and during the term of twenty years from and after the passage of this act; and by such corporate name and style shall be for the term aforesaid, able and capable in law and equity, to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended in all manner of suits, actions, pleas, plaints, causes, matters and demands, of whatsoever kind and nature they may be, in as full and effectual a manner, as any person or persons, bodies corporate and politic may do: may have a common seal which they may revoke and alter at pleasure, and may purchase, hold and convey any estate real or personal, for the use of said company: Provided, that said corporation shall not any one time, hold real estate, exceeding the value of five thousand dollars, excepting such as may be taken for debt, or held as collateral security for money due to said company.
Sec. 2. The capital stock of said company, exclusive of premiums, notes and profits arising from business; shall be twenty-five thousand dollars, and shall be divided into shares of fifty dollars each:—fifty per centum of which shall be paid in money, within six months after the first meeting of said company, and the residue in money to be paid, twenty-five per centum thereof in twelve months, and twenty-five per centum in eighteen months from and after said first meeting, under such penalties as the president and directors may in their discretion, order and appoint.
may be increased.
Sec. 3. The said capital stock may be hereafter increased to an amount not exceeding two hundred thousand dollars, should a majority of the stockholders deem it advisable; and the additional stock to be subscribed, and fifty per centum thereof paid in within twelve months after said company shall have commenced operations. The said stock shall be deemed personal property, and assignable and transferable on the books of said corporation; but no stockholder indebted to the corporation, shall be permitted to make a transfer, until such debt be paid or secured to the satisfaction of the directors.
Sec. 4. John Taylor, John Williams, George Passfield, James Bell, Samuel Morris, N. A. Rankin, Joseph Klein, Thomas Houghan, Samuel H. Treat, Ninian W. Edwards, and Elijah Iles, are hereby appointed commissioners for procuring subscriptions to said capital stock, and said commissioners or a majority of them shall open one or more subscription books for said stock, on such days, and at such places as they shall deem expedient; and shall give at least thirty days public notice of such times and places, in one or more of the public newspapers, published at each of said places; the said subscription books shall be kept open until the whole of the stock shall have been taken: and the sum of one dollar on each share subscribed for, shall be paid to the said commissioners, at the time of making such subscription, and as soon as said stock shall be subscribed, or sooner if required by the board of directors, the said commissioners shall deliver over to said board of directors said subscription books, and shall pay over to said board, the whole amount of money severally received by them: Provided, always, that said board of directors may at any time that they may desire to do so, appoint other persons as commissioners to obtain subscriptions, to act in conjunction with the commissioners hereby appointed.
In what manner payment of sums subscribed to be made
Sec. 5. It shall be lawful for the president and directors to require payment of the sums subscribed to the capital stock, at such times and on such conditions, and in such proportions, as they shall deem fit, under such forfeitures as they shall prescribe, and they shall give notice of the payments thus required, and of the time and place where and when, the same are to be paid, at least ninety days previous to the time specified for such payments in some newspaper, published in this state and in each of the places where the books of the company may have been opened for the subscription to the capital stock.
Sec. 6. The said company shall have power and authority to make insurance against fire, flood, or other destructive element, on vessels, freight, money, goods, and effects, and on any dwelling houses or other buildings, merchandise or other property within the United States, on such terms and conditions, as may be agreed upon by the parties, and fix the premium and terms of payment; and all policies of insurance, by them made shall be subscribed by the president, or in case of his death, sickness or inability to act, or absence, by any two of the directors, countersigned by the secretary of the company, and sealed by him and shall be binding, and obligatory upon said company and any losses duly arising, under any policy so subscribed, and sealed, may be adjusted and settled by the president and board of directors, and the same shall be binding on said company.
Election of directors.
Sec. 7. The stock, property, affairs, and concerns of said company, shall be managed by nine directors, one of whom shall be president thereof and who shall hold their offices for one year and until others are chosen and no longer; and who shall at the time of their election be citizens of this state, and holders respectively of not less than ten shares of the capital stock of said company. All elections for directors for said company, shall be held on the first Monday in June of every and each year, at such time of the day, and in such place in the town of Springfield, as a majority of the directors for the time being shall appoint, of which election public notice shall be given by publication for at least ten days in the newspaper printed in, or nearest to the said town of Springfield; and said election shall be made by ballot by a majority of the stockholders present, allowing one vote to each share in the capital stock: Provided, that no stockholder shall be allowed more than thirty votes, and the absent stockholders may vote by proxy under such regulations as the said company shall prescribe, and if through any unavoidable accident, said directors should not be chosen on the first Monday of June as aforesaid, it shall be lawful to choose them on any other day in the manner herein provided, and it shall be the duty of the secretary of said company, at any time upon application in writing, of the proprietors of twenty per centum of the capital stock, to call a meeting of the stockholders, to be holden at such time and place in Springfield, as they shall direct, for the purposes mentioned in such application, by giving like notice thereof as is herein required for the election of directors.
Directors, when elected.
Sec. 8. The directors when chosen, shall meet as soon as may be after every election and shall choose one of their own body a president, who shall be sworn or affirmed faithfully to discharge the duties of his said office and shall preside for one year, and in case of the death, resignation or inability to serve of the president or any director, such vacancy or vacancies shall be filled for the remainder of the year in which they happen, by a special election for that purpose, to be held in the same manner as herein before directed, respecting annual elections of directors.
Sec. 9. The president and four of the directors, or five directors, in the absence of the president, shall be a board competent to the transaction of business, and all questions before them shall be decided by a majority of votes and they shall have power to make and prescribe such by-laws, rules and regulations, as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of said company and the transfer of the shares; and touching the duties and conduct of the sev-
<Page 4>eral officers, clerks and servants employed, and the election of directors and all such matters as appertain to the business of insurance, and shall also have power to appoint a secretary and as many other officers, clerks and servants, for carrying on said business, as may to the said board seem meet, and to fix the salaries and wages of the officers and servants of said company: Provided, always, that such by-laws, rules and regulations, shall not be in violation of the constitution or laws of the United States, or of this state.
Election of directors.
Sec. 10. Any two or more of the persons named in this act, are hereby authorised to call a meeting of said company, by advertising the same for two weeks, in some newspaper printed in Springfield or by written notices posted up for that length of time in five of the most public places in said town, for the purpose of electing their first board of directors; and said directors when elected shall choose a president as herein before provided, and shall continue in office until the first Monday of June next ensuing, and until others shall be chosen in their stead: Provided however, that this charter shall be void and of no effect unless put into operation agreeably to its provisions and terms, within eighteen months after the passage of this act, and Provided also, that the said company shall not take any risk, nor subscribe any policy by virtue of this act, until one moiety of the capital stock of said company shall have been actually paid in.
Directors to make dividends
Sec. 11. It shall be the duty of the directors of said company, at such time as the by-laws thereof shall prescribe, to make dividends of so much of the interest arising from the capital stock and the profits of said company, as to them shall appear advisable; but the money received and notes taken for premiums of risk which shall be undetermined and outstanding, at the time of making such dividends, shall not be considered as part of the profits of said company: and in case of any loss or losses, whereby the capital stock shall be lessened, before all the instalments are paid in, each proprietor’s or stockholder’s estate shall be heldaccountable for the instalments that may remain unpaid on his share or shares, at the time of such losses taking place and no subsequent dividend shall be made, until the sum arising from the profits of the business of said company, equal to such diminution, shall have been added to the capital; and once in every three years and oftener if required by a majority of the votes of the stockholders, the directors shall lay before the stockholders at a general meeting an exact and particular statement of the profits, if any there be, after deducting losses and dividends.
Not to deal in goods, ware, or merchandise.
Sec. 12. Said company shall not directly or indirectly, deal or trade in buying any goods, wares, merchandise or
<Page 5>commodities whatever; and the capital stock of said company, collected at each instalment, shall within six months thereafter, be invested, either in the stock of the United States’ bank or in any of the incorporated banks of this state, Indiana, Kentucky, Ohio, Mississippi, or New York, or either or all of them, in such proportion as shall be most for the interest of said company, at the discretion of the president and directors of said company or of such other person or persons, as said company shall for such purpose at a meeting appoint: Provided however, that the president and directors of said company shall have power to loan to any citizen of this state, any portion of their capital stock not exceeding one half on respondentia or bottomry; Provided however, that the sum loaned on any one bottom at any one time, including the sum insured in any other way upon the same bottom, shall not exceed ten per centum upon the capital stock of said company; nor shall the same be loaned, but with the assent of three fourths of the directors of said company and such loan, together with the assent aforesaid, shall be entered at large upon the records of said company, and shall be laid before the stockholders at their next meeting following the loan; and it shall be in the power of the directors of said company, in case they shall deem it more for the interest of said company than any of the investments above described, to loan any portion of the capital stock aforesaid, not exceeding two thirds of the whole amount to any person or persons within this state, either on mortgage on real estate within this state or on pledges of the public stocks of the United States, or of the bank of the United States, or of any other bank incorporated by authority of this state , or any of the states above mentioned.
Sec. 13. That in case of any loss or losses taking place, which shall be equal to the amount of the capital stock of said company, and the President and directors, after knowing of such loss or losses having taken place, shall subscribe to pay any policy of insurance, their estates jointly and severally shall be accountable for any and every such loss which shall take place, under policies so subscribed, and the estate of the stockholders as aforesaid, shall be liable for any losses equal to the amount of said capital stock subscribed, and not actually paid in, in all cases of losses exceeding the means of said company, whether they consist of stock paid in, or profits not divided.
Sec. 14. Said insurance shall be kept and located in the town of Springfield.
Amount of stock to be published.
Sec. 15. The president and directors of said company, shall, previous to subscribing to any policy, and once in every year after, publish in two of the newspapers printed in
<Page 6>this state the amount of their capital stock, against what risk they mean to insure and the largest sum they mean to take on any one risk.
President and Directors to lay before legislature a statement
Sec. 16. The president and directors of said company shall when, and as often as requested by the legislature of this state, lay before them, a statement of the affairs of said company and submit to an examination concerning the same under oath.
Deemed a public act.
Sec. 17. This act is hereby declared a public act, and shall take effect from and after its passage; and shall be liberally construed for every purpose herein contained: the said corporation shall not be dissolved, nor this charter forfeited for, or by reason of any errors, omissions or irregularities of the said company or its agents: Provided always, that such errors, omissions or irregularities, shall not be in violation of any of the provisions of this act: and Provided also, that nothing in this act shall be so construed, as to invest said company with any banking powers, or to authorise them to make, emit or utter any bills of credit, bank notes, promisory notes, or other thing to be used as a circulating medium, as, and in lieu of money.
Approved, Jan. 7, 1836.
1On December 8, 1835, William C. Carpenter introduced a resolution in the House of Representatives to appoint a committee to inquire into establishing a railroad from Springfield to the southern termination of the Wabash and Erie Canal. On December 17, Carpenter, speaking on behalf of the committee, reported to the House HB 37, originally titled “A Bill to Incorporate a Company therein Named.” The House referred the bill to a select committee. On December 18, the select committee reported back the bill with amendments, one of which was authored by Abraham Lincoln. The House approved the amendments and on December 22, the House passed the bill as amended. Afterward, on Lincoln’s motion, the title was changed to “A Bill to Incorporate the Sangamon Fire Insurance Company.” On December 31, the Senate amended the bill by striking out “Nicholas A. Bryant” in the first section. On January 2, 1836, the Senate passed the bill. On January 7, the Council of Revision approved the bill and the act became law.
Illinois House Journal. 1835. 9th G. A., 2nd sess., 23-24, 79, 96, 124, 217, 241, 248, 260; Illinois Senate Journal. 1835. 9th G. A., 2nd sess.,95, 139, 157, 179, 180, 198.
Printed Document, 6 page(s), Laws of the State of Illinois, Passed by the Ninth General Assembly, at their Second Session (Vandalia, IL: J. Y. Sawyer, 1836), 71-76, GA Session: 9-2,