In force Feb.[February] 7, 1835.
AN ACT to Incorporate the Alton Marine and Fire Insurance Company.1
Extent and nature of the incorporation.
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That Benjamin Godfrey, Calvin Riley, J. A. Townsend, Winthrop S. Gilman, Simeon Ryder, Jonathan T. Hudson, Mark Pierson, Isaac Negus, Nathaniel Buckmaster, Stephen Griggs, A. C. Hankinson, Hezekiah Hawley, Sherman W. Robbins, Isaac I. Foster, 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 Alton Marine and 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 in equity, to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended, in all manner of
<Page 2>suits, actions, pleas, plaints, causes, matters and demands, of whatever kind and nature they may be, in as full and effectual a manner as any person or persons, bodies corporate and politic may or can do; and may have a common seal, which they may alter or revoke 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, at 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.
Deemed personal property.
Sec. 3. The said capital stock may hereafter be increased to an amount not exceeding two hundred thousand dollars, should a majority of the stockholders deem it advisable, and the additional stock be subscribed, and fifty per centum thereof paid in, within twelve months after the said company shall have commenced operations. The said stock 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 the satisfaction of the directors.
Commissioners for procuring subscriptions.
Sec. 4. Jonathan T. Hudson, Nathaniel Buckmaster, Calvin Riley, Winthrop S. Gilman, J. A. Townsend, S. C. Pierce, Isaac I. Foster, and Stephen Griggs, 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
<Page 3>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.
Directors may require payments of stock.
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, 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, when and were the same are to be made, 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 subscription to the capital stock.
Objects and powers of the corporation.
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, merchandize, or other property, within the United States, on such terms and conditions as may be agreed upon by the parties, and to fix the premiums 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, inability or absence, by any two of the directors, and countersigned and sealed by the secretary of said company, 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.
Directors to be elected.
Elections when held.
Sec. 7. The stock, property, affairs and concerns of said company, shall be managed and conducted 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 of August of each and every year, at such time of the day, and in such place in Lower Alton, 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 Alton, and said election shall be made by ballot, by a majority of the stockholders present, allowing one vote to each share in the capi-
<Page 4>tal stock: Provided, That no stockholder shall be allowed more than thirty votes, and that 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 in August 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 Alton, 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.
Shall choose a president.
Sec. 8. The directors, when chosen, shall meet as soon as may be, after every election, and shall choose, out 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.
What shall constitute a board.
Power to make by-laws.
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 several 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.
Meetings how called.
Sec. 10. Any two or more of the persons named in this act, are hereby authorized to call a meeting of said company, by advertising the same for two weeks, successively, in the “Alton Spectator,” or by written notices, posted up for that length of time, in five of the most public places
<Page 5>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 in August, in the year of our Lord then 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 shall make dividends.
Sec. 11. It shall be the duty of the directors of said company, at such times 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 risks, which shall be undetermined and outstanding at the time of making such dividends, shall not be considered as a part of the profits of said company; and in case of any loss or losses whereby the capital stock of said company shall be lessened before all the instalments are paid in, each proprietor’s or stockholder’s estate, shall be held accountable for the instalments that may remain unpaid on his share or shares, at the time of such loss or losses taking place, and no subsequent dividend shall be made until the sum arising from the profits of the business of the 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.
Prohibited from dealing in merchandize.
Capital how invested.
Sec. 12. Said company shall not, directly nor indirectly, deal or trade in buying or selling any goods, wares, merchandize, or 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 of any incorporated bank in this State, or in the States of Ohio, Indiana, Kentucky, Mississippi, Louisiana, Pennsylvania, Maryland, New York, or Missouri, or in either or all of them, and in such proportion as may 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 any meeting appoint: Provided, however, That the president and directors of said company shall have power to loan to any citi-
<Page 6>zen of this State, any portion of their capital stock, not exceeding one half, on respondentia or bottomry: Provided, also, That the sum loaned on any one bottom, at 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 the stockholders in said company than any of the investments above described, to loan any portion of their capital stock aforesaid, not exceeding two-thirds of the whole amount, to any person or persons within this State, either on mortgage of 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.
In case of losses greater than the amount of capital.
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 loss which shall take place under policies so subscribed; and the estates 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 company shall be located and kept in the town of Lower Alton.
Directors to publish annually the amount of capital.
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 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.
Shall lay a statement of their affairs before the legislature.
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.
Act declared public.
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
<Page 7>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 authorize 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.
Approved, Feb. 7, 1835.
1Jesse B. Thomas, Jr. introduced this bill in the House of Representatives on January 28, 1835. The House referred it to a select committee. The select committee reported back the bill on February 2 with a substitute, in which the House concurred. The House passed the bill as substituted. On February 2, the Senate referred the bill to a select committee. The select committee reported back the bill on February 3 with an amendment, in which the Senate concurred. The Senate passed the bill as amended. The House concurred in the Senate amendment on February 5. On February 7, the Council of Revision approved the bill and the act became law.
Journal of the House of Representatives of the Ninth General Assembly of the State of Illinois, at their First Session, Begun and Held in the Town of Vandalia, December 1, 1834 (Vandalia, IL: J. Y. Sawyer, 1835), 413, 463, 497, 498; Journal of the Senate, of the Ninth General Assembly of the State of Illinois, at their First Session, Begun and Held in the Town of Vandalia, December 1, 1834 (Vandalia, IL: J. W. Sawyer, 1835), 396, 398, 406, 447, 453, 454, 460; Journal of the House of Representatives of the Ninth General Assembly of the State of Illinois, at their Second Session, Begun and Held in Pursuance of the Proclamation of the Governor, in the Town of Vandalia, December 7, 1835 (Vandalia, IL: J. Y. Sawyer, 1835), 386, 397, 410.
Printed Document, 7 page(s), Laws of the State of Illinois, Passed by the Ninth General Assembly, at their First Session (Vandalia, IL: J. Y. Sawyer, 1835), 186-92, GA Session: 9-1