Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That George W. Campbell, M. C. Comstock, George Furgason, J. M. Bartlett, D. B. Morehouse, R. W. Brush, H. Newhall, John Howe, T. B. Farnsworth, Jacob Wyth, S. H. Scales, F. Stake, Henry Corwith, J. W. Stephenson, Samuel T. Cluff, F. Sherman, Charles Peck, J. S. Johnson, Thomas Spriggins, J. P. B. Gratiott, H. H. Gear, G. P. Billon, N. S. Head, Daniel Wann, A. T. Crow, and William A. Jordan, and their associates, successors, and assigns, be and they are hereby incorporated into a body corporate and politic, by the name and style of the Jo Daviess Marine and Fire Insurance Company, to be located in the town of Galena, and to continue for sixty years from and after the passage of this act, and by that name and style shall be competent to contract and be contracted with, be capable in law and equity to sue and be sued, to plead and be

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impleaded, answer and be answered unto, defend and be defended in all courts and places, and in all matters whatsoever kind and nature they may be, in as full and efficient a manner as any person or persons, bodies corporate and politic may do.

Sec. 2. 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.

Sec. 3. 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 penalty as the president and directors may, in their discretion, appoint and order. The said capital stock may hereafter be increased to an amount not exceeding five hundred thousand dollars, in the discretion of a majority of the directors of said corporation, to be subscribed for and taken, under the direction and superintendence of the president and directors aforesaid, or a majority of the said dicectors, 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.

Sec. 4. The corporation hereby created, shall have power and authority to make marine insurance upon vessels, goods and merchandise, freight, monies, bottomry, respondentia, interest, and on all marine risks, and inland navigation and transportation, and against all losses by fire of any buildings or houses whatsoever; and vessels on the stocks, and also to receive monies on deposit, and to loan the same on bottomry and respondentia at such rates of interest as may now be allowed by the existing laws of this state; and they may also cause themselves to be re-insured against any maratime risk, upon which they have made insurance, and upon the interest which they may have in any vessels, goods, or merchandise, or houses, in virtue of any such loan, whether on bottomry and respondentia or otherwise, on such terms and conditions as may be agreed upon by the parties, and to fix the premium and terms of payment.

Sec. 5. All policies of insurance by them made, shall be

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subscribed by the president, or, in case of his 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.

Sec. 6. The said corporation shall not take any risk nor subscribe any policy by virtue of this act until one-fourth part of the capital stock thereof shall have been actually paid in.

Sec. 7. The said company shall not directly or indirectly, deal or trade in buying or selling any goods, wares or merchandise 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, trust company, or public funds of the United States, or any State in the Union. They shall have power also to loan to any citizen of this state any portion of the capital stock not exceeding ten thousand dollars to one individual on bottomry bond, mortgage of real estate, or other satisfactory surety at their discretion, upon the same terms as is provided for in section four.

Sec. 8. 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 one time not exceeding twenty 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 on sales made by virtue of any judgment at law, or any decree of a court of equity in favor of the corporation, to take and receive any real estate in payment or towards satisfaction of any debt previously contracted or due to the said corporation and to hold the same; but all real estate purchased under judgment or decrees, or taken in payment of debts as aforesaid, shall be sold by the corporation within three years from the date of purchase, otherwise such real estate remaining unsold at the expiration of said time, shall be forfeited to the state of Illinois.

Sec. 9. That B. H. Campbell, Benjamin Church, B. C. Lepper, L. Morehouse, and James Temple are hereby appointed commissioners for superintending subscription to said capital stock; and the said commissioners, or a majority of them, shall open one or more subscription books for said stock in the town of Galena, on the first Monday of April, 1837, and at least ten days previous to which, said commissioners shall give public notice in all the newspapers published in said town, stating particularly the time and place of opening said books, together with the amount of the first instalment that will be exacted, and shall con-

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tinue to keep said books open from day to day for five successive days, unless the stock shall be sooner subscribed for, and the sum of twelve dollars and fifty cents on each share subscribed for shall be paid to the said commissioners at the time of making the subscription. The books may be closed whenever the whole of said stock shall be subscribed; and whenever a board of directors shall be duly elected, the said commissioners shall deliver over to the said board of directors said books, and shall pay over to said board the whole amount of money by them respectively or jointly received. Provided, however, that if the books for the subscription of stocks shall not be opened at the time herein required, the said commissioners may open books at any time thereafter, upon giving twenty days notice in all the newspapers printed in Galena, of the time and place of opening the same.

Sec. 10. In case of 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.

Sec. 11. The stock, property, and concerns of said incorporation shall be managed and conducted by seven directors, who shall hold their offices for one year and until others shall be chosen in their stead and no longer; and shall at the time of their election be citizens of this State, and holders respectively of not less than ten shares of the capital stock of said company.

Sec. 12. The first election of directors under this act shall be held at such time and place in the town of Galena, as shall be directed by the said commissioners, or a majority of them, who, or a majority thereof, are hereby appointed inspectors of said election, and the persons thus elected as directors shall hold their offices until the first Monday in April, 1838, and until others are elected in their stead.

Sec. 13. The directors for every subsequent year shall be elected on the first Monday in April in each year, at such time, and at such place within the town of Galena, and under the direction of such persons as a majority of the directors for the time being shall appoint, by a resolution to be entered on their minutes.

Sec. 14. All elections shall be by ballot, allowing one vote to each share of the capital stock, and the seven 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, then the directors who have been duly

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elected, shall proceed to ballot, and by a plurality determine which of said persons shall be director or directors, so as to complete the whole number, and whenever any vacancy shall happen for the office of president or vice president, or directors, from death or otherwise 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 seals 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 shall 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.

Sec. 15. The directors, when chosen, shall meet as soon as may be after every election, and shall choose out of their number a president, who shall be sworn or affirmed faithfully to discharge the duties of his office, and shall preside for 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 compensation, define their powers and prescribe their duties, who shall give such bonds in such penal sums, with such conditions, and with such securities as the directors shall prescribe, and hold their offices during the pleasure of a majority of said directors.

Sec. 16. The president and vice president and two of the directors, and in the absence of either of the presidents, three directors shall constitute a board competent to the transaction of business, and all questions shall be decided by a majority of votes.

Sec. 17. 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 their capital stock, against what risks they mean to insure, and the largest sum they mean to take on any risk.

Sec. 18. The legislature of this state shall never pass any law retarding or obstructing or in any way suspending the collection of any debt or debts due said corporation.

Sec. 19. The expenses incurred by the commissioners in executing any duties required by this act, shall be paid out of the moneys received by them from the subscribers out of the capital stock.

Sec. 20. It shall be the duty of the directors of said company, at such time as the by-laws thereof shall prescribe, to make dividends of so much of their interest arising from the capital stock and the profits of said company

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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 part of the profits of said company, and in case of any loss or losses whereby the capital stock of said company shall be lessened before all the instalments are paid in, each proprietor or stockholder’s estate 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 no subsequent dividend shall be made until the sum arising from the profits of the business, equal to such diminution, shall have been added to the capital stock, and once in every three years, and oftener if so required by a majority of the stockholders, the directors shall lay before the stockholders, at a general meeting, an exact and particular statement of all its transactions and affairs.

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 and the charter to be void and of no effect unless the stock shall be subscribed, and the company shall commence operations within two years after the passage of this act, and nothing in this act contained shall confer on said corporation banking powers, or authority to issue notes in the similitude of bank notes in lieu of money.

Sec. 22. The legislature reserves the right to alter, amend, or repeal this charter on the application of a majority of the legal voters of Jo Daviess county.2

Approved 18th February, 1837.