In force, 20th Feb.[February] 1837
AN ACT to incorporate the Mississippi and Illinois Canal Company.1
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That Jacob Fry, Alfred W. Cavarly, Isaac Darneil,2 Thomas Cummings, William Gerome, and John Caldwell, of Greene county, and William Fry, John McDonald, Lewis Roberts, and Jacob Pruden, of Calhoun county, and their associates who shall become stockholders agreeably to the provisions of this act, are hereby constituted a body corporate by the name of the Mississippi and Illinois Canal Company, and by that name may sue and be sued, defend and be
<Page 2>defended, both in law and equity, in all courts whatsoever. Said company shall have power to adopt and use a common seal, and change the same at pleasure; to make, ordain, and establish such by-laws, rules, and regulations not inconsistent with the laws of this State, as they may deem necessary for their own government, and the prosecution and completion of the work contemplated by this act.
May construct canal
Sec. 2. The Mississippi and Illinois Canal Company shall have power to construct and maintain a canal of such width and depth as they may judge proper, from the Mississippi to the Illinois river in Calhoun county, crossing the peninsula between said rivers at the most suitable place near the town of Guilford, and to transport persons and property on the same, and receive such tolls and charges for the same as said company shall establish from time to time by their ordinance or by-laws.
Sec. 3. The capital stock of said company shall be three hundred thousand dollars, with power in said company to increase the same to one million, if found necessary by said company to complete said canal, by re-opening books and receiving new subscriptions, in such manner and at such times as they may from time to time direct; which said capital stock shall be divided into shares of one hundred dollars each, which shall be considered as personal property and made transferable in such way as said corporation may direct.
Commissioners to open books
Sec. 4. That Jacob Fry, John Caldwell, Thomas Cummings, William Gerome, Alfred W. Cavarly, Isaac Darneil, Willliam Fry, John McDonald, Levi Roberts, and Jacob Pruden are appointed commissioners to open books for subscription to the capital stock of said company, at such times and at such places, as a majority of them may direct, either by themselves or such of their number as a majority of said commissioners may authorize for that purpose, by giving public notice thereof in some newspaper printed in this State, and in such other way as they may deem best calculated to ensure the subscription of the stock.3
[6?] percent. to [b]e paid on sub[s]cribing
Election of di[r]ectors
Meetings where held
Sec. 5. Each person at the time of subscribing shall pay to the commissioner or commissioners hereby authorized to open the books, five per centum on the amount of stock subscribed by him, and as soon as fifty thousand dollars of said stock shall be subscribed, the said commissioners, or a majority of them, may call a meeting of the subscribers to the capital stock, by giving thirty days notice of such meeting in some newspaper printed in this State, and in such other manner as they deem best for the election of five directors, and such
<Page 3>election shall be held at the time and place designated in said notice by the stockholders that may attend, or such as do not attend, by proxy, and those persons having the highest number of votes shall be duly elected, and each share of stock shall entitle the owner to one vote; and the said commissioners herein named, or a majority of them, shall be inspectors of and conduct the first election, and shall immediately after the election is over make out a certificate for each person so elected, under their hands and seals, and deliver the same to said directors, with all the moneys, books, and papers in their hands pertaining to said company. The first meeting of directors under this act shall be held at Carrolton within ten days after the election.
When too much subscribed
Sec. 6. In the event that a greater amount of stock shall be subscribed than is authorized by this act, the excess shall be taken from each subscriber in proportion to the amount subscribed.
President, how chosen
Sec. 7. At the first meeting after each election of the directors of said company, they shall choose one of their own number as President, and the directors first elected shall continue in office until the first Monday in June, 1838, and until others shall be elected: and the election for five directors shall be held on the first Monday of June in each year thereafter at such place as the directors shall designate. Each subsequent election shall be held under the direction of three of the stockholders, who shall previously be appointed by the directors for that purpose. The election for directors shall be held by ballot. No person shall be a director who shall not be a stockholder of at least one share at the time of his election. If any two persons voted for for directors shall receive an equal number of votes, those who shall have a plurality of votes shall determine by ballot which shall be entitled to the office.
When elections not held at proper time
Sec. 8. Should the stockholders fail to meet at the time herein specified to hold their elections for directors, the said corporation shall not thereby forfeit its charter, but the directors in office shall continue therein with full power to exercise the duties conferred on them until their successors shall be duly elected.
To cause examinations and surveys to be made
Sec. 9. The said directors shall cause such examinations, surveys, and estimates to be made, as may be necessary to the location of said canal on the most advantageous line, from a point on the Mississippi river below the town of Gilead, to such point at or near the town of Guilford, as they shall designate for the termination of the same.
Power to purchase real estate
May enter upon lands
Sec. 10. The said corporation shall have the power to purchase, receive, and hold such real estate as may
<Page 4>be necessary and useful in the accomplishment of the objects of its creation; and the said corporation are hereby authorized to hold all lands which may be given, granted, or donated to the same by any person or body politic, and to sell and convey the same. The directors of said corporation are also authorized to enter upon and use any and all lands over and upon which the said canal may pass, and so much of said land as may be necessary to the construction, and the convenient use and employment of the same; also, to take and use such timber, stone, and other materials as may be indispensable to the construction and maintenance of said canal: Provided, That said corporation shall pay to the owner of the lands entered upon and used as aforesaid such damages as said owner may sustain, by reason of taking the timber, stone, and other materials by said directors, before entering upon and taking the same. But if the said stockholders and owner of the lands entered upon, and the timber, stone and other materials taken, should not agree upon the amount of damages claimed by the owners thereof, the amount of damages shall be ascertained according to the provisons of “An act concerning the right of way, and for other purposes,” approved February 28th, 1833.4
Powers to use waters, &c.[et cetera]
Sec. 11. The said company shall have power, and are hereby authorized, to use the waters of the Mississippi river to supply the water of the canal or otherwise, and to make such dams and locks as may be necessary to procure a sufficient quantity of water for said canal, or otherwise: Provided, That said company shall be responsible for all damages sustained by the overflowing of any lands by the owner thereof, and also for all damages sustained by making dams or locks on the land of any person or persons whatsoever; and if said canal shall cross any public road, the said canal company shall erect suitable bridges to cross the same.
May appoint agents
May make rules & by-laws
May require payment of stock
Sec. 12. The directors of said company shall have the power to transact all the business of the corporation, and to this end may appoint such agents, clerks and engineers, and other persons, as may be necessary to manage the business of the company. They shall have power to prescribe all such rules, and to adopt all such by-laws, touching the management and disposition of the stock, property, and estate of the company, and the conduct and duties of all persons employed by the company, as may be necessary. They shall also have power to require payment of the stockholders, by instalments at such times as the same may be needed for the construction of the canal, or for any other purpose authorized by this act,
<Page 5>and from time to time give public notice of the payment thus required, and of the time and place of such payment in some newspaper printed nearest said projected canal, and such other papers as may be selected, such notices to be published at least four weeks previous to the day appointed for such payment, and the directors are authorized to cause the stock of such stockholders as make default in the payment of any instalments which may be called for to be sold, or to provide for the forfeiture of such stock to the company.
Sec. 13. A majority of the board of directors shall constitute a quorum to do business, and shall have and exercise all the powers conferred upon the company. The said directors may contract and be contracted with, and loan any amount of money subscribed and paid in, to such person or persons, upon personal or mortgage security as the company may not have immediate use for in the prosecution and completion of said canal, and at the same rate of interest which can now be agreed upon and recovered by law by individuals.
Width & depth
To permit persons to pass
Sec. 14. The canal, to be constructed by said company, shall be of sufficient width and depth to admit the passage of canal boats of the ordinary kind, and the company shall be responsible for all accidents and delays occasioned by the carelessness, negligence or inattention of any of its agents. Said company shall permit all persons to pass upon said canal with boats and property whenever the same is passable upon payment of such tolls as may be fixed upon by the directors, which tolls shall in all cases be uniform.
Penalty for injuring works
Sec. 15. If any person shall wilfully injure or destroy any lock, dam, embankment, or any part or parcel of said canal, or any building, boat, or other property on the line of said canal belonging to said company, such person shall forfeit and pay treble the amount of damages sustained, to be recovered by action of debt in any court, having jurisdiction of the same, or before a justice of the peace in the name of said corporation, and be also subject to indictment and punishable by fine and imprisonment.
Sec. 16. The mode of sueing said corporation shall be by summons, and a copy of the summons delivered to the President of the board, the secretary, or treasurer shall be sufficient service of process to require the corporation to answer and to authorize any court to proceed to judgment.
This bill having remained with the Council of Revision ten days, Sundays excepted, and the General Assembly being in session, it has become a law this 20th day of February, 1837.A. P. FIELD, Secretary of State.
1On January 13, 1837, James Turney introduced SB 79 in the Senate. On January 13, the Senate referred the bill to a select committee. On January 14, the Senate amended the bill by adding Isaac Darniel to the list of incorporators. On January 17, the Senate passed the bill as amended. On February 2, the House of Representatives rejected an amendment giving the General Assembly the right to alter the act in the interests of the public good by a vote of 23 yeas to 55 nays, with Abraham Lincoln not voting. The House passed the bill by a vote of 60 yeas to 18 nays, with Lincoln not voting. The Council of Revision not acting within ten days of the bill’s submission, and the General Assembly being in session, the act became law on February 20.
Illinois House Journal. 1836. 10th G. A., 1st sess., 286, 301, 379, 451-52, 530, 543; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 203-204, 208, 218, 239, 346, 367, 383-84.
2On January 14, 1837, the Senate added Darniel to the list of incorporators.
Illinois Senate Journal. 1836. 10th G. A., 1st sess., 218.
Printed Document, 5 page(s), Incorporation Laws of the State of Illinois, Passed at a Session of the General Assembly (Vandalia, IL: William Walters, 1837), 21-25, GA Session: 10-1