In force 3d March, 1837.
AN ACT to incorporate the Beardstown Insurance Company.
1Name of company
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That there shall be established in the town of Beardstown an insurance company, to be called the “Beardstown Marine and Fire Insurance Company.”
Who may be stockholders
To continue 3 years
May contract
May sue and be sued
Sec. 2. All such persons as shall hereafter be stockholders of said company shall be and they are hereby declared to be a body corporate and politic, by the
name and style of the “Beardstown Marine and Fire Insurance Company,” and to continue for and during the term of thirty years from and after the passage
of this act; and by that name and style shall be competent to contract and be contracted with,
and be capable in law and equity to sue and be sued, to plead and be impleaded, answer
and be answered unto, defend and be defended in all courts and places, and in all
matters whatsoever.
May have a seal
By laws
No by laws to be inconsistent with the laws of state
Sec. 3. The said corporation may have and use a common seal, which they may alter, change, or break at pleasure;
and may, also, make and establish, and put in execution such by-laws, ordinances, and regulations as shall in their opinion be necessary for the good
government of said corporation, and the prudent and efficient management of its affairs. No by-laws, ordinances, and regulations of the same shall be in any wise contrary to the constitution
and laws of this State, or of the United States.
Capital stock $100,000
Can be increased to $500,000
Stock transferrable
Sec. 4. The capital stock of said company shall be one hundred thousand dollars, to be divided into shares of fifty dollars
each, to be paid in such instalments as the directors chosen under this act may from time to time direct, under such penalties
as the president and directors may in their discretion appoint and order. The said capital stock may hereafter be increased to the amount of five hundred thousand
dollars, in the discretion of a majority of the directors of said incorporation, to be subscribed for and taken under the direction of the president and directors
aforesaid, or a majority of said directors, by any person whomsoever in the same manner
as is provided for the subscription of the original capital stock. The stock of said corporation shall be assignable and transferrable, according to such rules as shall be adopted
in that behalf by the by-laws and ordinances thereof.
Powers.
May be insured
Sec. 5. The corporation hereby created shall have power and authority to make marine insurance upon vessels,
goods and merchandize, freight, monies, bottomry, respondentia interest, and on all marine risks, and inland
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navigation and transportation; and against losses by fire of any buildings or houses
whatsoever, and vessels on the stock, and also to receive monies on deposite, and
to loan the same on bottomry, respondentia or otherwise, at such rates of interest as may now or hereafter be done by the existing
laws of this State; and they may also cause themselves to be insured against any maritime risks upon
which they have made insurance, and upon the interest which they may have in any vessel,
goods or merchandize, or houses, in virtue of any such loans, whether on bottomry and respondentia, or otherwise, on such terms and conditions as may be agreed upon by the parties,
and to fix the premiums and terms of payment.
Duty of president and secretary
Sec. 6. All policies of insurances by them made shall be subscribed by the president, or
in case of his death or absence, by the vice president, and countersigned and sealed
by the secretary of said company; and all losses, arising under any policy so subscribed and sealed, may be adjusted
and settled by the president and board of directors.
Amount of stock to be subscribed to allow corporation to take any risk
Sec. 7. The said corporation shall not take any risk, nor subscribe any policy by virtue of this act, until the
sum of ten thousand dollars of said capital stock thereof shall have been actually
paid in.
Capital stock may be vested
May loan not exceeding $10,000
Sec. 8. Said company shall not directly or indirectly deal or trade in buying or selling any goods, wares,
or merchandize whatever; but the president and directors may, at their option, vest the capital stock of said
corporation in the capital stock of any incorporated bank or trust company, or public funds of
the United States, on any State in the Union. They shall have power also to loan to
any citizen of this State any portion of their capital stock, not exceeding ten thousand dollars, to one individual on bottomry, bond, mortgage
of real estate, or other satisfactory security at their discretion, and also to purchase
and sell bills of exchange.
May hold real estate
Sec. 9. The said corporation may purchase and hold such real estate as may be deemed necessary for the transaction
of its business, and to an amount at any time not exceeding ten thousand dollars,
and to take and hold any real estate as securities, mortgaged, or pledged to the said
corporation, to secure the payment of any debt due, or that may become due to it, and also to
purchase any sales made by virtue of any judgment at law, or any decree of a court
of equity; or authorize to take and receive any real estate in payment or towards
satisfaction of any debts previously contracted or due to said corporation, and to hold the same until they can conveniently
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and advantageously sell and convert the same into money or other personal property,
and to sell and convey said real estate or any part thereof.
Commissioners appointed
Subscriptions to capital stock
Time of opening books
$5 to be paid at time of subscribing
Proviso.
Notice
Sec. 10. John S. Wilbourn, Nathaniel B. Thompson, S. H. Wilkey, Isaac C. Spence, Thomas Graham, William Bassett, and B. W. Snider are hereby appointed commissioners for superintending subscriptions to said capital
stock; and the said commissioners, or a majority of them, shall open one or more subscriptions books for said stock on the first Monday of
May, in the year of our Lord one thousand eight hundred and thirty-seven, in the town
of Beardstown; and the sum of five dollars, on each share subscribed for, shall be paid to said
commissioners at the time of making such subscriptions. The books may be closed when
the whole of said stock shall be subscribed, and whenever the board of directors shall
be duly elected, the said commissioners shall deliver over to the said board of directors
the whole amount of money by them respectively or jointly received, except so much
as shall be retained for the expenses incurred by them in executing the duties imposed
on them by this act: Provided, however, That if the books for the subscription of
stock shall not be opened at the time herein required, the said commissioners may
open the books at any time thereafter, upon their giving twenty days previous notice in some newspaper printed in the town
of Jacksonville, in the county of Morgan, of the time and place of opening the same.
In case of death, or
Sec. 11. In case of the death, resignation, or absence of any of the commissioners named in
this act of incorporation, it shall and may be lawful for any three of them to form
a quorum, and proceed to business, whose duties shall be the same in the premises
as those prescribed to the whole of said commissioners by this act of incorporation
named, and their acts, as such, shall be legal.
How conducted
Sec. 12. The stock, property, and concerns of said incorporation shall be managed and conducted by nine directors, who shall hold their offices for
the term of one year, and until others shall be chosen, and no longer, and shall at
the time of their election be a citizen of this state, and holders respectively of not less than ten shares of the capital stock of said
company.
First election, how and where held
Inspectors of election
Sec. 13. The first election of the directors, under this act, shall be held at such time and
place in the town of Beardstown as shall be directed by the said commissioners, a majority of them, who, or a majority
thereof, are hereby appointed inspectors of said election, and persons thus elected as directors
shall hold their offices
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until the first Monday of June, in the year of our Lord one thousand eight hundred
and thirty-eight, and until others are elected in their stead.
Sec. 14. The directors, for every subsequent year, shall be elected on the first Monday
of June, in each year, at such time of the day and at such place within the town of
Beardstown, and under the direction of such person as a majority of directors for the time being
shall appoint by a resolution to be entered on their minutes.
Elections to be by ballot
Vacancy
Elections lawful at other times
Sec. 15. All elections shall be by ballot, allowing one vote to each share of the capital
stock, and the nine persons who shall have the greatest number of votes, shall be
directors, and if at any election two or more persons shall have an equal number of
votes, so as to leave their election undecided, the directors, who have been duly
(elected,) shall by ballot and by plurality determine which of said persons so having
an equal number of votes shall be director or directors, so as to complete the whole
number, and whenever any vacancy shall happen for the office of president, vice president,
or directors, from death, or other causes, such vacancy shall be filled for the remainder
of the year in which it shall happen by the directors for the time being, or a majority
of them. The said commissioners shall certify under their hands and seal the persons
elected, and deliver such certificate to the persons elected, or to some one of them,
and if through any unavoidable accident said directors should not be chosen on the
first Monday as aforesaid, it shall be lawful to choose them on any other day in the
manner herein provided.
President to be chosen
Vice President
Power to appoint officers
Term of office
Sec. 16. The directors, when chosen, shall meet as soon as may be after any election, and
shall choose out of their number a president, who shall be sworn or affirmed faithfully
to discharge the duties of said office, and shall preside for the term of one year,
and until another person shall be chosen in his stead, and also a vice president for the same term. They shall have power to appoint a secretary and all subordinate officers of said
corporation, fix their compensations, define their powers, and prescribe their duties, who shall
give such bond and in such penal sums, with such conditions, and with such securities,
as the directors shall prescribe, and hold their several offices during the pleasure of a majority of said directors.
Board
Sec. 17. The president and vice president, and four of the directors shall be a board competent
to the transaction of business, and all questions shall be decided by a majority of
votes.
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Shall publish amount of stock annually
Sec. 18. The president and directors of said company shall, previous to subscribing any policy, and once in every year after, publish
in two of the newspapers printed in this state the amount of capital stock, against what risks they mean to insure, and the largest
sum they mean to tax on any risk.
Expenses, how paid
Sec. 19. The expenses, incurred by the commissioners in executing any duty required by this
act, shall be paid out of the money received by them from the subscribers out of the
capital stock, and may be retained by them for such purposes.
Duty of directors
Shall make dividend
In case of losses
Statements to be made
Sec. 20. It shall be the duty of the directors of said company, at such times as the by-laws thereof shall prescribe, to make dividend of so much of their 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
or 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 be lessened before all the instalments are paid in, proprietors’ or stockholders’ estates 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 not subsequent dividends 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 stock. 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
shall be, after deducting losses and dividends.
Declared a public act
Sec. 21. This act is hereby declared to be a public act, and shall take effect from and after
its passage, and shall be liberally construed for every purpose herein contained.
Charter
Sec. 22. This charter shall be void and of no effect, unless the stock shall be subscribed,
and the company shall commence operations agreeably to the provisions thereof within two years after
the passage of this act.
Banking powers not granted
Sec. 23. Nothing in this act contained shall confer on said corporation banking powers, or authorize it to issue notes in the similitude of bank notes, to
be issued as a circulating medium in lieu of money.
Sec. 24. That in case of any loss or losses taking place, which shall be equal to the
amount of the capital
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stock of said company, and the president and directors, after knowing of such loss or losses having taken
place, shall subscribe to 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 stockholders, as aforesaid, shall be liable for
every loss equal to the amount of said capital stock subscribed, and not actually
paid, in all cases of losses exceeding the means of said company, whether they consist
of stock paid in or profits not divided.
Approved 3d March, 1837.
1On February 20, 1837, Stephen A. Douglas introduced HB 294 in the House of Representatives. On February 27, following the addition of sundry amendments by the Committee on
Corporations, the House passed the bill, and referred it to the Senate. On March 1, the Senate likewise passed the bill without further amendment. On March 3, the Council of Revision approved the bill, and the act became law.
Illinois House Journal. 1836. 10th G. A., 1st sess., 648, 710, 731, 782, 796, 816, 829; Illinois Senate
Journal. 1836. 10th G. A., 1st sess., 537-538, 566, 570, 604.
Printed Document, 6 page(s), Incorporation Laws of the State of Illinois, Passed at a Session of the General Assembly (Vandalia, IL: William Walters, 1837), 268-73, GA Session: 10-1