In force 27th Feb.[February], 1837.
AN ACT to incorporate the Essex Steam Mill Company.
1Peosons inccorporated
Name & style
Capable to sue and be sued
To have a seal
May make rules
Proviso
Stockholders individually liable
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That Ebenezer Noys, and his associates, successors and assigns, be, and they here-
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by are, constituted a body politic and corporate, by the name and style of the “Essex Steam Mill Company,” for the more convenient ownership and management of a steam mill, in the county of
Shelby, and the transaction of the usual business of companies engaged in milling. And the
said corporation, by the said name is declared, and hereby made capable in law, to sue and be sued,
to plead and be impleaded, to have a common seal, and the same to renew and alter at pleasure; to make rules and by-laws for the regulation and management of said corporation, consistent with the law of this state, and generally to do and execute whatever by law shall appertain to such bodies politic;
Provided, That nothing herein contained shall be considered as conferring on the said corporation any banking privileges; but they shall be confined to the operations directly connected
with milling, and the construction of the necessary building and machinery; and each
and every stockholder shall be, in his individual capacity, liable for the debts and
performance of all contracts entered into by said corporation, to the amount of the balance unpaid on the stock of such stockholders.
Power to hold property
Capital stock
Shares
Members to have certificate of their shares
And assignable
Certificate of stockholders indebted to company not assignable without security
Sec. 2. The said corporation shall have the right to hold, possess and enjoy, not exceeding ten acres of tillage
land, and two thousand acres of timber land; and the whole of the capital stock shall
not exceed in value the sum of twenty thousand dollars, and shall be divided into shares of one hundred dollars each; which capital shall be employed in purchasing and holding the land aforesaid, and
in constructing and employing buildings, and such improvements and machinery as may
be necessary or useful in milling. Every member of said company shall have a certificate, under the seal of the corporation, and made and attested in such manner and form as the by-laws shall direct, certifying his property in the share or shares owned by him; and the
stock of said company shall, in the nature of personal property, be assignable and transferrable according
to such rules as the board of directors shall establish, and no stockholder, indebted to the company, shall be permitted to make a transfer or receive a dividend, until such debt is
discharged, or security given for the same, to the satisfaction of the directors.
Directors to be chosen
Term of service
Notice of election, and to be held annually
Manner of voting
Quorum
Sec. 3. For the management of the affairs of the said corporation, there shall be chosen from the stockholders, five directors, who shall hold their
offices for one year, or until superseded by others. Thirty days previous notice, by publication, once
a week for one month, in the newspaper in or nearest to the town of Essex, in thecounty of Shelby, shall be given of the first election of directors; and there shall be annually thereafter
a like election of directors, at the
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town of Essex; in all such elections for directors, every five shares shall be entitled to a vote,
whether they be held by an individual or individuals; which vote may be given by the
holders or by proxy duly authorized under seal, and a majority of the shares shall be necessary to a choice of directors, or to the transaction of any business which may concern the company and come before the stockholders.
Quorum
When to meet, and to choose president
Elections to be held annually, and where
Corporation may appoint officers
Powers
To keep a record, and what it shall contain
May fill vacancies
Sec. 4. A majority of the directors shall form a quorum to transact business, and they shall
meet within thirty days from the time they shall have been chosen at Essex, and choose by ballot, one of their number for president, who shall serve for one year, or until superseded by a new election; and there shall
be annually after the said election a like election at Essex by the directors for the time being, of a president for said corporation. The said directors shall also have power to choose and appoint such other officers
and agents, to conduct and prosecute the business of said corporation, as they shall deem necessary and proper; and they shall also have power, for good cause to be entered, together with the proof thereof, in
their minutes, to remove the president of said company from office. The said directors shall cause to be kept duly recorded, in books to
be provided and kept for the purpose, minutes of all their proceedings, and regular
accounts of their transactions, as also minutes of the proceedings of the stockholders
at each of their meetings; which books may at any time be inspected by any of the stockholders. The said directors
shall have power to supply any vacancy which may occur in the office of president,
or in their own body, and the president or director thus appointed shall hold his
office until the next annual election of such officers.
May require payment of stock
To give notice thereof
Sec. 5. The directors may, from time to time, at any meeting, assess and require payment
of such sum of money, not exceeding fifty per centum upon each share of stock, as shall be judged necessary for the purposes of the corporation, to be paid at Essex, to such person as the said directors may designate and authorize to receive the
same; and if after publication of notice once a week for two months in the newspaper
at or nearest to Essex, of the time of payment, and of the person appointed to receive the same, of any proportion
or instalment of said capital stock, any stockholder shall fail to pay his instalment
at the time spefied in said notice, the amount paid by such delinquent stockholder previously, shall
be forfeited tothe company, and his stock may be sold to any person, for such price as may be agreed upon between
the said company and the purchaser.
Stock to pass as personal estate
Sec. 6. The stock of said company shall pass in the
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same manner as personal estate, to the representatives of each stockholder.
How process may be served on corporation
Sec. 7. Service of process on the president of said company, shall be deemed and taken as sufficient service on the corporation, in any suit which may be instituted against it; and for any violations of any of
the provisions of this act, the said incorporation shall be held to answer, by scire facias, in the Shelby county circuit court; and if, upon the trial thereof, it shall appear that such violations have been committed,
and it shall be so found, the said court may and shall give judgement revoking this charter. Any such proceedings by scire facias, for such violations, shall be instituted and prosecuted in the name of the people
of the state of Illinois, against the said corporation.
Approved 27th Feb. 1837.
1On January 5, 1837, John S. Turley introduced HB 78 in the House of Representatives. On February 18, the House passed the bill. On February 24, the Senate passed the bill. On February 27, the Council of Revision approved the bill, and the act became law.
Illinois House Journal. 1836. 10th G. A., 1st sess., 88, 178-79, 315, 390, 535, 640, 695, 716, 729, 739;
Illinois Senate Journal. 1836. 10th G. A., 1st sess., 463-64, 503, 507, 523, 528.
Printed Document, 4 page(s), Incorporation Laws of the State of Illinois, Passed at a Session of the General Assembly (Vandalia, IL: William Walters, 1837), 115-18, GA Session: 10-1