Sec[Section] 1 Be it enacted by the State of Illinois represented in the General Assembly, That Henry Green, William B. Egan, Henry Moore, Benjamin H. Mooers, and Henry Matson, and their associates, and successors be, and they are hereby constituted a body
politic and corporate under the name of the “Ottawa Manufacturing Company” to be located within one mile of the Town of Ottawa in the County of La Salle, and by that name shall have power to contract and be contracted
with, 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 power and privileges
necessary to the object of the incorporation.
Sec 2 The said company shall have power and be capable of holding, purchasing, improving, selling, and conveying
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 Provided that the real estate owned by said Company shall not exceed three hundred and twenty acres, Except such as may be held as collateral
security for debts due Said Company, or may become the property thereof by virtue of Such indebtedness, and further no
Such estate acquired by Such indebtedness Shall remain the property of the Corporation for a longer period than five years, under the penalty of a forfeiture thereof to
the people of this State.
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Sec 3 The Capital Stock of said Company Shall be Two hundred thousand dollars, with the privilege to increase to Five hundred
thousand dollars, which capital stock Shall be divided into Shares of one hundred
dollars each, and subscribed for and held in manner hereinafter mentioned, Provided,
that the total amount of debt which the said Corporation Shall at any time owe, Shall not exceed the amount of their capital Stock, and in
case of such excess those under whose administration it Shall happen Shall be holden
for the same in their natural and private capacities; but this Shall not be construed
to exempt the Corporate property of the company from being also liable in chargeable
for such excess.
Sec 4 The Said Company Shall have power to enter into and carry on all kinds of Mechanical
and Manufacturing business, to erect Mills, Furnaces and Machine shops for the Manufacturing
of flour, Lumber[,] Woollen and Cotton goods, Machinery, and farming utesils &c[etc.]
Sec 5 The better to enable Said Corporation to transact and carry on the purpose of their said incorporation they are hereby
authorised and empowered to make, endorse, issue, receive, and transfer promissory notes, conveyances
of land, to receive Hypothecation and pledges of the Stock of other companies or incorporations,
and other instruments in writing necessary to the transaction of their business. Provided
that this act shall not be construed so as to authorize
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the said company or corporation to make and emit bills of credit, promissory notes, Bank notes, or
other instruments, to be used as a circulating medium.
Sec 6 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 attested by the Secretary and being So signed
and attested shall be binding on said Corporation, and all conveyances made and entered into by ^the^ said corporation conveying real estate belonging1 to the Said Company when signed and attested as aforesaid Shall in like manner be binding on said Corporation, according to the tenor, effect and true intent and meaning of the Same.
Sec 7 Subscriptions to the capital stock of said Corporation shall be opened under the direction of the directors hereafter named, and if more
than two hundred thousand dollars Shall be subscribed, They shall distribute the stock
among the several subscribers, in such manner as they shall deem most conducive to
the interest of said Corporation. And it Shall be the duty of the directors, for the time being, to call for, and
demand of the Stockholders respectively, all sums of money by them subscribed, at
such times, and in such proportions as they shall see fit, under the penalty of the
forfeiture of their Shares, and previous payments ^made^ thereon, to the said corporation, always giving thirty days notice in a news paper printed in or nearest to said Town
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Sec 8 The Stock, property, and concers of the said Corporation, Shall be managed and conducted by five directors, who shall at the time of their
election, be holders respectively, of not less than twenty Shares of the capital
Stock of Said company. Said directors Shall be chosen annually, on the first Monday in June by the Stockholders
or their proxies, which shall be by ballot; each Share of the capital Stock Shall
be entitled to one vote; and the five persons receiving the greatest number of votes,
shall be deemed duly elected, to hold their offices one year, and untill others are elected to fill their places. The directors So chosen or the Major part
of them, Shall constitute a board and be competent to the transaction of business;
and may from time to time, make and prescribe such bye-laws rules and regulations, relative to the concerns of said Corporation, the duties of the President and Agents (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 also Shall appoint a treasurer, who shall give
Bond to the President and directors, in such amount, and in such manner as the Said
Directors Shall prescribe. And the Said directors shall have power to appoint Such
other officers, agents and clerks as may be necessary for carrying on the business
of said Corporation.
Sec 9 Henry Green, William B Egan, Henry Moore, Henry Matson, and Benjamin H. Mooers, Shall
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be directors from the time this act takes effect and untill others are elected in their stead. Four weeks presious notice of an election, after the first, Shall be given, of the time and place of
holding such election by publishing such notice once in each week, for four weeks,
immediately by preceding such election, in news paper printed in or near the said
Town; and such election shall be holden under the inspection of the Directors.
Sec 10 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 inspection 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 shall direct, of so much of the profits of said
company as to them, or a majority of them, shall appear advisable. And the said directors,
whenever required by a majority of the Stockholders, Shall exhibit, at a general meeting
a full and perfect Statement of the debts and credits, and all such other matters
as may be deemed essential, relating to the affairs of the Company.
Sec 11 A majority of the Stockholders, whenever they deem it necessary, May call a special
meeting of the Company, and provided the
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regular elections, from any cause, Shall not take place at the time therein provided
for, it shall be lawful for any two of the Stockholders to call a special election,
giving notice of the time and place, as herein provided.
Sec 12. The Stock not disposed of by the directors, in the manner hereinbefore named,
Shall and may be issued by the directors, for the time being according to the bye-laws and regulations that may be adopted by the said Company.
Sec 13 The Stock of said Corporation 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 untill such debt be paid or secured to be paid, to the Satisfaction of the Directors.
Sec 14 This act is hereby declared to be public, and Shall take effect from and after
its passage.
Sec. 15 The Legislature may at any time after, amend or repeal this act whenever in its opinion, the public
good Shall require it, Provided that said Corporation may exist for the period of two years after such repeal for the purpose of winding
up and closing its business, but not for the purpose of continuing the same or any
other purpose.
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7
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No 70
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An act to Incorporate the “Ottawa Manufacuring Company”
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[02]/[08]/[1837]
[02]/[08]/[1837]
3
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[02]/[03]/[1837]
[02]/[03]/[1837]
To 3d Reading
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02/03/1837
02/03/1837
Engrossed
Handwritten Document, 8 page(s), Folder 119, HB 127, GA Session 10-1, Illinois State Archives (Springfield, IL) ,