Papers Of Abraham Lincoln

In force, 1st March, 1837

AN ACT to incorporate the Jerseyville Hotel Company.
1

Constituted a body politic & corporate

Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Edward M. Daley, George H. Collins, John W. Lote, Aaron Rice, William W. Bailey, Samuel Williams, Charles S. Smith, Alfred Carpenter and Horace Landen, and their associates and successors, be, and they are hereby constituted a body politic and corporate, under the name of the “Jerseyville Hotel Company,” to be located in the town of Jerseyville , Green county, and by that name shall have power to contract and be contracted with; may have and use a common seal, alter or revoke the same at pleasure; and may 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 powers and privileges necessary to the object of their incorporation, as are hereafter defined and limited.

Company’s powers

What lands may be held

Sec. 2. The said company shall have power and be capable of holding, purchasing, improving, selling and conveying, any estate, real or personal, for the use of said corporation; second, to improve or erect buildings on the same; third, to rent, lease or occupy, any or all such lands belonging to said company, for a term not exceeding the limits of this charter; Provided, That the real estate owned by the said company, shall not exceed one quarter section of land, except such as may be held as collateral security for debts due the said company, or may become the property thereof by virtue of such indebtedness.

Capital stock

Power to increase

Sec. 3. The capital stock of said company shall be ten thousand dollars, with power to increase the same, at the pleasure of said company, to any sum not exceeding twenty-five thousand dollars; which capital stock shall be divided

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into shares of one hundred dollars each, and subscribed for and held in manner hereafter provided.

How to make contracts

Sec. 4. All contracts or other evidences of indebtedness, which may be made or entered into by the said corporation, shall be subscribed by the president and secretary, and being so signed shall be binding on said corporation; and all conveyances made and entered into by said corporation, conveying real estate belonging to the said company, when signed as aforesaid, shall in like manner be binding on such corporation according to the tenor, effect and true intent and meaning of the same.

How corporation shall be managed

Sec. 5. The concerns of said corporation shall be managed and conducted by directors, consisting of not more than five, who shall be chosen annually by the stockholders or their proxies, which shall be by ballot, and the directors receiving the greatest number of votes, shall receive the certificates of the inspectors declaring them duly elected; the directors so chosen, or the major part of them, shall constitute a board and be competent to the transaction of all business, and shall and may, from time to time, make and prescribe such by-laws, rules and regulations, relative to the concerns of said corporation, the duties of the president and secretary, 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 the said directors shall have power to appoint such other officers, agents and clerks, as may be necessary for the carrying on the business of said corporation, with such salaries and allowances as to the said directors shall seem proper; Provided, That such by-laws and regulations shall not be repugnant to the constitution and laws of the United States or of this state.

Who are commissioners

Their duties

Sec. 6. That Edward M. Daley, Aaron Rice and John W. Lott, shall be commissioners, the duties of whom, or a majority of them, shall be to open books of subscription to the capital stock of said corporation, within six months from and after the passage of this act, in such place or places, and at such times as in their opinion would best promote the interest of said company. Twenty days notice shall be given by the commissioners, of the time and place, and the number of days the subscription books will remain open, in a public newspaper published the nearest the place where the books will be opened; the commissioners shall require every subscriber to pay, at the time of subscribing, one dollar on every share subscribed by him; and if one-half of the amount of said capital stock shall be subscribed, it shall be the duty of said commissioners to give at least twenty days notice for the meeting of the stockholders, for the purpose of choosing the directors of said corporation,

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designating the time and place of election; at which election persons holding stock of said company, shall be permitted to vote, either in person or by proxy; the said commissioners shall be inspectors of the first election of directors, and shall certify under their hands the names of those duly elected, and deliver over to them the subscription books and the amount of money received on subscriptions to the directors.

Stock deemed personal property.

Sec. 7. The stock of said corporation shall be deemed personal property, and assignable and transferrable 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.

Books to be kept

Sec. 8. 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 investigation 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 may direct, of so much of the profits of said company as to them, or a majority of them, may judge advisable.

Stock not taken, how disposed of

Sec. 9. The stock not disposed of by the commissioners in the manner heretofore named, shall and may be issued by the directors, for the time being, according to the by-laws and regulations that may be adopted by the said company.

Amount to be paid in before proceeding

Sec. 10. As soon as twenty per cent of the capital stock of said company shall be subscribed, and ten per cent of the same paid in, the said corporation shall be authorized to proceed to business, and not before.

How votes to be given

Sec. 11. In all elections for directors each share of the capital stock shall entitle the holder to one vote.

Directors’ powers

Sec. 12. The directors shall have power to require the stockholders, respectively, to make payment of all sums of money by them subscribed, and remaining unpaid, at such time and in such proportion, as such directors shall see fit, under the pain of the forfeiture of the share or shares upon which such payments are required, and all previous payments thereon, to the said corporation.

Notice of calls to be given

Sec. 13. The directors shall give at least twenty days personal notice, in the manner that the by-laws of said corporation may direct, or thirty days public notice, published in the nearest newspaper once in each week, of such call, which notice shall be sufficient call on such stockholders to authorize, in case of default to comply therewith, the forfeiture above provided.

A public act

Sec. 14. This act is hereby declared a public act, and shall be favorably construed in all courts of justice, and

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shall take effect from and after its passage, and be and remain in force for the term of twenty-five years.

May be repealed.

Sec. 15. The General Assembly reserves the right to alter, amend or repeal the same, whenever the public good may require.2

Approved 1st March, 1837.

1William Lane introduced HB 67 in the House of Representatives on January 4, 1837. On January 10, the House referred the bill to a select committee. The select committee reported back the bill on January 14 with amendments, in which the House concurred. On January 20, the House passed the bill as amended. On January 25, the Senate amended the bill by striking out Section 15, by a vote of 21 yeas to 13 nays. The Senate then passed the bill as amended. On January 26, the House refused to concur in the Senate’s amendment, by a vote of 30 yeas to 42 nays, with Abraham Lincoln not voting. On February 2, the two houses appointed a committee of conference to resolve the disagreement. On February 22, the conference committee recommended the Senate recede from their amendment to the bill, in which the Senate concurred. On March 1, the Council of Revision approved the bill, and the act became law.
Illinois House Journal. 1836. 10th G. A., 1st sess., 152, 172, 173, 230, 257, 312, 386, 404-05, 459, 478-79, 670, 768, 794; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 268, 280, 283, 294-95, 310, 340, 353, 484, 572.

2On January 14, 1837, the House of Representatives amended the bill by striking out sections four, nine, eleven, and eighteen, and by adding a new section fifteen. On January 25, 1837, the Senate amended the engrossed version of bill by striking out section fifteen. On January 26, the House refused to concur in the Senate’s amendment. The Senate then receded from the amendment.
Illinois House Journal. 1836. 10th G. A., 1st sess., 257, 404-05; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 294-95.