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In force March 3d, 1837
AN ACT to incorporate the Galena Rail Road and Transportation Company.
1
Body created; name and style
Can contract; sue and be sued
Can have a seal; may break same
Can make by-laws
Powers granted
Single or double track
Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That R. B. Brush, John Turney, Horatio Newhall, D. B. Morehouse, G. W. Fuller, John Dowling, M. C. Comstock, J. W. Stephenson, N. T. Head, Henry Corwith, H. H. Grear, G. W. Campbell, Daniel Wann, Moses Hallet, W. C. Bostwick, and T. B. Farnsworth, and their associates, successors, and assigns, are hereby created a body politic and corporate, under the name and style of the “The Galena Rail Road and Transportation Company,” for the term of fifty years from the passage of this act, and by and under that name and style, during said term, shall be and are hereby declared competent to contract and be contracted with, and capable in law and equity to sue and be sued, to plead and be impleaded, to answer and be answered unto, to defend and be defended in all courts, places, and matters whatever; to make, have, and use a common seal, and the same to alter, change, break, and renew at pleasure; and also to make, establish, and put in execution such by-laws, ordinances, and regulations as shall, in their opinion, be necessary and convenient for the government of the corporation hereby created, and the prudent and efficient management of its affairs, and not in any wise contravening the laws of this state or of the United States; and generally to do all and singular the acts, matters and things that a corporation may rightfully do in the premises; and the said corporation shall have the right and are hereby empowered and authorised to construct or cause to be constructed, and during the continuance of this charter, to maintain and continue a rail road or rail roads with a single or double track, or
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otherwise, and with such appendages as may be deemed necessary or convenient, from the town of Galena, in the county of Jo Daviess, to such point or points on the northern boundary line of this state as shall, upon survey or surveys to be made, be deemed eligible and convenient.
Powers of
Can hold lands
Width of road
Proviso
Shall pay damages
Guardian may release damages
Sec. 2. And the president and directors hereinafter provided for, are hereby authorised and empowered to exercise all the powers and authority herein granted for the purpose of locating, constructing, completing, maintaining and using said rail road or rail roads. The said corporation may purchase and hold lands and materials for, and lay out the said road or roads, six rods wide throughout,2 and for cutting, embankments, procuring stone, gravel, constructing bridges, viaducts, and tunnels, and erecting the necessary buildings and appurtenances, may take as much more land as may be necessary for the proper construction and completion of said rail road or rail roads, and the permanent security of the same: Provided, always, That the said corporation shall be holden liable to pay all damages that may or shall arise to any person, copartnership, or corporation by reason of taking or using their lands, stone, gravel, or other property, for the use of said road or roads. When the said land, stone, gravel, or other property cannot be had and obtained by voluntary agreement, said damages to be estimated and recovered in the manner provided by law for the recovery of damages happening by the laying out of highways. And whenever lands to be taken, as above provided, shall belong to any married woman, infant, non compos mentis, or other person under guardianship, then the husband or guardian, as the case may be, may release all damages in relation to the property so to be taken and appropriated as fully as they might do if it were holden in their own right respectively.3
Rail road may cross rivers, turnpikes, skall not obstruct
Damage may be recovered
Sec. 3. Said corporation shall construct their said rail road or roads across rivers, canals, water courses, turnpikes, and other public ways in such manner as not to obstruct, hinder, or interfere with the passage, navigation and free use of the same; and if said road or roads be not so constructed the said corporation shall be liable to all parties aggrieved or injured thereby, in treble damages to be recovered in an action at law in any court having jurisdiction thereof.
If locomotives are employed signs shall be erected
Notice to persons on the road
75 lbs. bell
Bell to be rung within half mile of crossing
Forfeit
Further forfeit
Sec. 4. Whenever said corporation shall employ locomotives propelled by the power of steam, they shall, in all places wherever their said road or roads shall or may cross any public way or road, erect or cause to be erected over and across said public way or road a sign or signs having fairly painted thereon in Roman letters, each letter to be not less than one foot in height; the letters to be black,
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painted upon a white ground the following words, “Rail Road Crossing, look out for the engine while the bell rings.” Said signs to be so placed that they may be conveniently seen and read by persons passing on said public way way or road and approaching said place of crossing in either direction. And the said corporation shall place upon each and every locomotive engine used or employed on said rail road or rail roads a bell weighing not less than seventy-five pounds, and cause the same to be rung whenever said locomotive engine shall come within half of a mile of said places of crossing and until the same be passed; and for each and every time that any locomotive engine, belonging to said corporation, and moved by the force of steam shall cross any public way or road, the sign or signs above mentioned, not being erected as aforesaid, except the same shall have been pulled down or destroyed, without such pulling down or destruction becoming known to the company or its officers, the said corporation shall forfeit the sum of five hundred dollars, for the use of the county, and be further liable to all parties aggrieved or injured thereby, in treble damages, to be recovered in an action at law, in any court having competent jurisdiction: and for every time any locomotive engine as aforesaid, shall cross any public way without the bell being rung in the manner above prescribed, the said corporation shall forfeit the sum of one hundred dollars to the use of the county, and be liable to parties aggrieved in treble damages, to be recovered as above provided.
Persons obstructing; shall forfeit
Manner of recovery
Liable to indictment
Fine
May be imprisoned
Fine not more than $1000
Sec. 5. If any person or persons shall, wantonly, wilfully, or maliciously, and contrary to law, obstruct the passage of any car or cars on said rail road or rail roads, or any part thereof, or shall break, alter, or remove any part of the track or tracks of said rail road or rail roads, or cause or procure the passage of said cars to be constructed, (obstructed,) or any part of said track or tracks to be altered, broken, or removed as aforesaid, he, she, or they with all and every their aiders and abettors shall severally forfeit to said corporation treble the amount of any damage or damages occasioned thereby, to be recovered by action at law, in any court having competent jurisdiction: and whether damage shall be occasioned or not by said obstruction, breaking, altering or removing, all persons so offending, with their aiders and abettors shall be liable to indictment in the usual manner, and upon conviction, to pay a fine not less than five hundred dollars, nor more than ten thousand dollars, for the use of the county, and be imprisoned for a term not less than one year, nor more than five years, either or both, at the discretion of the court before whom said conviction may be had. And if any per-
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son shall, wantonly, wilfully, and maliciously pull down, injure, or deface any sign or signs or other appurtenances or said rail road or rail roads, or cause or procure the same to be done, every such person so offending shall forfeit to the said corporation treble damages, and liable to indictment as aforesaid, and upon conviction be liable to pay a fine of not more than one thousand dollars, for the use of the county, and be imprisoned not more than one year, either or both, at the discretion of the court before whom conviction may be had.
Capital stock of $500,000
Amount to be paid at time of subscribing
Thirty days notice of call
Sec. 6. The capital stock of said corporation shall be five hundred thousand dollars, to be divided into shares of one hundred dollars each, to be paid in the manner following; that is to say, two dollars and fifty cents at the time of subscribing; five dollars in thirty days thereafter, and the residue in such manner as the directors hereinafter provided for, shall require. But the said president and directors shall give at least thirty days public notice of every such call or requisition, in one or more newspapers published in or near all places where said stock shall be subscribed for and taken, as hereinafter provided.
Stock may be increased to not more than $1,000,000
Sec. 7. The said capital stock may be hereafter, from time to time and in such manner as the directors may deem expedient and necessary, increased to an amount not exceeding one million of dollars.
Commissioners appointed
Books of subscription to be opened
Proviso
Subscriptions how made
When stock is subscribed
Commissioners shall deliver over books and all moneys
Commissioners may retain expense money
Three may constitute a quorum
Sec. 8. George Ferguson, Samuel T. Cluff, Jacob Wyeth, F. Stahl, James Evans, John Stark, and John Reed, are hereby appointed commissioners to superintend the subscriptions to the said stock. And the said commissioners, or a majority of them, shall open or cause to be opened one or more subscription books for said stock, on the first Monday in June, in the year of our Lord one thousand eight hundred and thirty-seven, in the town of Galena: Provided, however, That if the said books be not opened at the time herein designated, they may be opened at any time within ten months thereafter, upon giving twenty days notice in all the papers published in Galena. All subscriptions shall be made in the manner prescribed in section six of this act. And the said books may be closed whenever the whole of said stock shall be subscribed for and taken. And whenever a board of directors shall be duly elected, the said commissioners shall deliver over to the said board of directors the said books, and shall pay over to said board the whole amount of money by them respectively or jointly received, except such sum or sums as may be necessary to defray expenses incurred by said commissioners in executing the duties imposed on them by this act; and which sum or sums the said commissioners are hereby authorised to retain for the purpose of defraying such expenses. In case of the death, disquali-
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fication, resignation or refusal to act of any of the commissioners in this act named, it shall and may be lawful for any three of them to constitute a quorum and proceed to business, whose powers and duties shall be the same in the premises as those prescribed to the whole of said commissioners, and their acts as such shall be legal.
Stock &c.[etc.] under control of 9 directors
Sec. 9. The stock, property, and concerns of the said corporation shall be under the control and management of nine directors, who shall hold their offices for one year and until others be chosen in their places, and no longer; and shall, at the time of their election be citizens of the county of Jo Daviess and holders respectively of not less than five shares of the capital stock of said corporation, and they shall be elected in the manner hereinafter prescribed.
First election
Time & place of directed by commissioners
Term of office
Sec. 10. The first election of directors under this act shall be holden at such time and place in the town of Galena as shall be directed by said commissioners, or a majority of them, who, or a majority thereof, are hereby appointed inspectors of said first election, and the persons thus elected shall hold their offices until the first Tuesday of May 1838, and until others are elected in their places.
Subsequent elections
Sec. 11. The directors for every subsequent year shall be elected on the first Tuesday of May in each and every year, and at such time of the day, and at such place within the town of Galena, and under the direction of such persons as inspectors, as a majority of the directors for the time being shall appoint, by a resolution to be entered on their minutes.
Elections shall be by ballot
No person or corporation to heve more than fifty votes
Can vote in person or by proxy
Sec. 12. All elections shall be ballot and the nnmber of votes to which stockholders shall be entitled in voting for directors shall be in the proportion following, that is to say, for every five shares under fifty, one vote, for every three shares over fifty, one vote. No person, copartnership, or corporation to have more than fifty votes. In all elections of directors the votes may be given in person or by proxy, authenticated in such manner as the by-laws of said corporation shall or may prescribe. But no person, co-partnership, or corporation shall vote by proxy more than fifty votes: and after the first election no person, copartnership, or corporation shall be allowed to vote by virtue of any share or shares in said stock unless the same shall have been standing in the name of such person, copartnership, or corporation, in the books of the corporation hereby created, for at least three months previous to such election.
Electors
If election is undecided, how to proceed
Sec. 13. And the nine persons who shall so receive the greatest number of votes shall be directors, and if, at any election, two or more persons shall have an equal number
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of votes so as to leave their election undecided, then the directors who shall have been duly elected shall proceed to ballot, and by a 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.
Duty of inspectors to notify persons elected
Election lawful at other times
Sec. 15. And, whenever any election of directors shall have taken place, it shall be the duty of the commissioners or inspectors as the case may be, immediately to notify or cause to be notified, by certificate under their hands and seals, each and ever person so elected, of their said election, and if the stockholders shall, through unavoidable accident, omit to elect directors on the day herein provided, then it shall be lawful to elect them on any subsequent day in the manner as above provided.
President and vice president to hold their offices 1 year
In case of vacancy. how filled
Sec. 15. The directors, when duly elected shall meet as soon as may be, after every election, and out of their own body choose a president and vice president, who shall hold said offices respectively, for one year, and until others are elected in their places, and be sworn to the faithful discharge of their duties. The vice president shall, in the absence of the president vote and act as president, at other times he shall vote and act as director: and whenever any vacancy shall occur by reason of death, resignation, disqualification, refusal to act, or from any other cause, of the president, vice president, or any director or directors, 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.
Power of board to appoint officers
Shall give bond
Sec. 16. The president, or in his absence, the vice presinent, and three directors shall be a board competent to do business, and all questions shall be decided by a majority of votes. And the said board shall have power to appoint a secretary and other subordinate officers of said corporation, define their powers, prescribe their duties, and fix their salaries; and the said secretary, and other officers, shall give such bonds with such conditions and securities, and such penal sums as the said board may require, and shall hold their offices during the pleasure of said board: and generally, the said board may do all lawful acts whatever, necessary or convenient, to fulfil and effectuate the ends and purposes of this act.
Duties and powers defined by by-laws
Sec. 17. In all cases not herein fully provided for, the duties and powers of all officers of the said company shall be such as may be prescribed and defined by the by-laws and regulations thereof.
Tolls
Powers
Rules and ordinances
Sec. 18. The said directors are also hereby empowered and authorised to establish, collect, and receive, to the sole use of said corporation such tolls upon all passengers, and every description of property, which may be convey-
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ed upon said road or roads, at such rates per mile as to them may or shall seem expedient and proper, and to manage and regulate, and prescribe all matters relating to the time and manner of such transportation, the construction of wheels, form, weight and size of all cars, carriages, or vehicles to be used on said road or roads, and all other things relating to said transportation, and establish such rules and ordinances in relation thereto as they may deem proper.
Shall declare dividonds
Proviso
Sec. 19. The directors shall, semi-annually or otherwise, declare and pay such dividends of so much of the profits of the corporation; and in case of any loss, the estate of each and every stockholder shall be liable for the amount actually subscribed for by him, he, or them, and remaining unpaid: Provided, That if the said corporation shall not commence the survey of the route or routes, and the construction of the rail road or rail roads within three years from and after the passage of this act, then this act to be void and of no effect, otherwise to remain in full force.
Is a public act
Proviso
Sec. 20. This act is hereby declared a public act, and shall take effect from and after its passage, and shall be liberally construed for every purpose herein contained; all printed copies of the same which shall be printed by or under the authority of the General Assembly shall be admitted by all courts and places, magistrates and public officers as good evidence thereof without any further proof whatever: Provided, Nothing herein contained shall be so construed as to authorise said company to make more than two rail roads.
Approved 3d March, 1837.
1On January 21, 1837, Augustus G. S. Wight introduced SB 103 in the Senate. On January 25, the Senate referred the bill to a select committee. The select committee reported back the bill on January 30 with various amendments, in which the Senate concurred. The Senate passed the bill as amended. On February 3, the House of Representatives referred the bill to the Committee on Corporations. The Committee on Corporations reported back the bill on February 21 with an amendment, in which the House concurred. On February 24, the House passed the bill as amended. On February 28, the Senate concurred with the House amendments. On March 3,Council of Revision approved the bill, and the act became law.
Illinois House Journal. 1836. 10th G. A., 1st sess., 424-25, 468, 657, 697, 773, 820; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 266, 276, 293, 316, 526, 561, 608-609, 611-12.
2One road is equivalent to 16.5 feet.
3In antebellum Illinois, a married woman could not buy, sell, or contract in her own name without the concurrence of her husband. The term “non compos mentis” refers to any person not of sound mind, and covers all varieties of mental infirmity. At this time, the age of majority in Illinois was 21 for males and 18 for females

Printed Document, 7 page(s), Incorporation Laws of the State of Illinois, Passed at a Session of the General Assembly (Vandalia, IL: William Walters, 1837), 273-79, GA Session: 10-1