In force March 2, 1837.
AN ACT to incorporate the Calhoun Coal and Mining Company.
1Company incorporated.
Name.
Powers.
Common seal.
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That Jeremiah A. Townsend and William Lane,2 their associates, successors and assigns, be and they are hereby constituted a body
politic and corporate, by the name and style of the “Calhoun Coal and Mining Company,” for the more convenient ownership and mining of coal, metals and minerals, in the
counties of Calhoun and Madison,3 state of Illinois, and the transaction of the usual business of companies engaged
in the mining, smelting, transporting and selling the products of coal, metal, mineral
and other mines. 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 alter or destroy at pleasure; to make rules and by-laws, for the
management of said corporation, consistent with the laws of this state, and generally to do and execute whatever by law, shall appertain to such bodies
politic.
Capital stock.
Share.
Lands, buildings, &c.
Proviso.
Capital stock may be increased.
Sec. 2. The capital stock of said corporation shall consist of twenty-five thousand dollars, to be divided into five hundred shares
of fifty dollars each, which capital shall be employed in purchasing and holding lands, not to exceed two thousand acres; in constructing and employing build-
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ings, machinery, vessels, boats, arks, and such other improvements as shall be necessary
or useful for the transacting of the business of mining, coaling, smelting, transporting
and selling the products of coal, metal, mineral and other mines; provided nevertheless, That the stockholders of said corporation, at a general meeting, and by a vote, the majority of which shall represent a majority
of the whole stock of the corporation, may and are hereby empowered to increase the capital stock of said corporation to fifty thousand dollars, divided into shares of fifty dollars each, and to be employed in the manner aforesaid,
which increase shall be sold or distributed, as the votes aforesaid, representing
a majority of all the stock of said corporation, shall direct.
Commissioners appointed to receive subscriptions of stock.
Further duties.
What amount to be paid on each share.
When stock shall be apportioned.
Proviso.
Sec. 3. That for the purpose of carrying into effect the object of this act of incorporation,
Nathaniel Buckmaster, Jeremiah A. Townsend, John Webster Chickering, Jacob C. Bruner, E. A. Harrison, and William Lane, are hereby appointed commissioners to obtain subscriptions to the capital stock
of said company; and the commissioners or a majority of them, shall cause books of subscription to be opened at Alton, in Madison county, under their own supervision, and at St. Louis, in the state of Missouri, under the supervision of Enoch C. March, or any other person appointed by them the said commissioners; and they shall cause
twenty days notice to be given thereof, in some one or more papers printed in Alton and St. Louis. They may further take such measures for completing the subscription of the stock
of said corporation, as they may deem expedient and proper. Every subscriber, shall at the time of making
his subscription, pay the sum of one dollar on each share subscribed, and should more than the whole
amount of the capital stock of said corporation be subscribed for, a majority of the subscribers shall have power to apportion, to each subscriber,
the amount of stock to which each individual shall be entitled; provided, That the rule of apportionment shall be general, and shall apply to each subscriber.
Concerns how managed.
Directors.
President, directors, &c.[etc.]
First election.
In elections, how votes may be given.
Sec. 4. The capital stock, property, and all concerns of the corporation, shall be managed by five directors, chosen from the stockholders, who shall have power to appoint from their number a
president, secretary, treasurer, and such other officers, as they may deem expedient and proper,
for the management of the business of the corporation. The first election for which directors shall be, after public notice given by said commissioners, or a majority of them, for twenty
days, in some one or more papers published in Alton and Saint Louis, who shall hold their offices for one year, or until their successors are ap-
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pointed; and the meeting for the choice of all directors, after the first, shall be
holden at such time and place, as the stockholders, representing a majority of all
the stock of the corporation shall appoint; of which meeting notice shall be given to each stockholder by the
secretary of the corporation. In all elections for directors, or in transacting any other business of the corporation, that may come before the stockholders, each stockholder shall be entitled to one
vote for every share held by him or her, which may be given by self or by proxy, duly
authorized in writing, and a majority of the votes thus given, shall be necessary
for the election of directors, or the affirmative decision of any other business acted
upon.
Further power of directors
Sec. 5. The directors, or a majority of them, may require the payment of the stock subscribed,
in such sums, at such time and place, and under such conditions, as they shall deem
proper, a notice of which shall be given in writing to each subscriber; and if any
stockholder shall fail to pay his proportion or instalment, as specified in said notice, the amount previously paid by such delinquent stockholder
shall be forfeited to the corporation, and his stock may be sold to any person, and for such price as may be agreed upon
between the directors of said corporation and the purchaser.
Dividends.
Sec. 6. Dividends of the profits accruing upon the business of said corporation, shall be made from time to time, payable at such time and place as the directors
shall appoint.
Stock deemed personal property.
Sec. 7. The stock of said corporation shall be deemed personal property, and shall be assignable and transferrable upon
the books of the corporation, according to such rules and regulations as the directors shall from time to time
make and establish; and no stockholder, indebted to said corporation, shall be permitted to make a transfer or receive a dividend until such debt be paid
or secured to the satisfaction of the directors.
Directors to keep books of record and account.
Sec. 8. The directors shall keep, or cause to be kept, proper books of record and account,
in which shall be regularly entered, all the transactions of the corporation; which books shall, at all times, be subject to the inspection of the stockholders.
Duration of
charter.
Sec. 9. The corporation created by this act, shall continue for twenty years and no longer.4
Approved 2nd March, 1837.
1William Lane from the Committee on Corporations introduced HB 182 in the House of Representatives on February 8, 1837. On February 18, the House made sundry amendments to the bill
and then passed it as amended. On February 23, the Senate referred the bill to a select committee, which reported it back with amendments later
the same day. The Senate amended the amendments before approving them and passing
the bill as amended. On February 28, the House concurred in the amendments from the
Senate. On March 2, the Council of Revision approved the bill and the act became law.
Illinois HouseJournal. 1837. 10th G. A., special sess., 259, 510, 638-39, 689, 761, 803, 818; Illinois
Senate Journal. 1837. 10th G. A., special sess., 463-464, 498, 500, 591.
2On February 18, the House amended the bill by filling in the blank in the first section
with “William Lane.”
Illionois House Journal, 639.
3On February 18, the House amended the bill adding “the counties of Calhoun and Madison.”
Illinois House Journal, 639.
4The Illinois General Assembly passed an amendment to this law in 1840, granting the right to construct a railroad to the Mississippi River to export coal from its mines.
Printed Document, 3 page(s), Incorporation Laws of the State of Illinois, Passed at a Session of the General Assembly (Vandalia, IL: William Walters, 1837), 238-40, GA Session: 10-1