In force, 1st March, 1837
AN ACT to incorporate the Washington Manufacturing Company.
1Corporation created
May sue & be sued, and have a common seal
Hold and convey real estate
Proviso.
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That John Lindley, Charles S. Dasey, Daniel White, E. A. Whipple, and Elisha Haines, and their associates and successors are hereby declared and constituted a body corporate
and politic by the name of the “Washington Manufacturing Company,” for the purpose of manufacturing flour, meal, cotton, woollen stuff and goods,
lumber, machinery, hemp, flax, and all kinds of
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grain, or either of them separately; and by that name, they or their successors shall sue and be sued, plead and be impleaded,
contract and be contracted with; they may have a common seal, may change and alter
the same at pleasure; may purchase, hold, improve, and sell and convey any estate,
real or personal, which may be deemed necessary to carry on the businesss of said corporation, and the objects of its creation: Provided, The real estate of said company shall at no one time exceed one half section of land except such as may be held as
collateral security for debts bona fide owed to the said corporation, or may become the property thereof by virtue of such indebtedness, which said real
estate, except the one half section aforesaid, shall be sold by said corporation within three years from becoming such real estate.
Amount of Capital stock
Sec. 2. The capital stock of said company shall consist of ten thousand dollars, which shall be divided into shares of one
hundred dollars each, which capital stock may at any time hereafter, if necessary
to carry on the business of said corporation, be increased to an amount not exceeding twenty-five thousand dollars, to be subscribed
and taken in the same manner as the original stock.
Directors to erect a building for a millhouse
Sec. 3. That within two years from the first of April next, it shall be the duty of the directors
to have erected, in or near the said town of Washington, a building suitable for a mill house of at least forty feet in width by sixty feet
in length, and not less than two stories in height, of durable materials, of brick
or wood or both, and to have in progress of completion the mill work adapted to the
use of one pair of French burr stones of at least four and (a) half feet in diameter,
and a steam engine for the purposes aforesaid of at least thirty horse power, and
to proceed as rapidly as possible to the completion of the objects proposed in this
act, having in view the durability of the several buildings, the perfection of the
machinery, and the ultimate profitable investment of the stock.
Contracts to be subscribed, and tested
Sec. 4. All contracts of said corporation shall be subscribed by the president, and tested by the secretary, and binding on
the said corporation, without the seal of the same, according to the tenor, effect, true intent, and meaning
of this act.
Power of directors
To appoint inspectors, and their duties
Notice of elections
Sec. 5. The persons named in the first section of this act are hereby constituted directors
for the time being with the same powers as are given to the directors in this act,
and until one half of the stock is subscribed and actually paid in; and when one half
of the stock shall have been subscribed for, and actually paid in, they shall
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appoint two inspectors to superintend the first election, who shall, previous to entering upon their duties, take and subscribe an oath before
a justice of the peace, that they will faithfully and impartially discharge their
duties as inspectors, and shall give notice to the stockholders of the time when and
the place where an election will be held for the purpose of electing a board of directors,
which said notice shall be published in some newspaper of the State at least eight weeks successively, previous to the said election.
Officers may be elected
Term of office
Proviso
Sec. 6. The stockholders may, after said notice, elect by ballot a president, secretary,
and three directors, to continue in office one year, and until their successors are appointed; but in
case of death or resignation, such vacancy may be filled as the said directors by
their by-laws may prescribe: Provided, That no stock holder shall have more than one vote in any meeting of said corporation.
Stock deemed personal property, & transferrable
Sec. 7. The stock of said corporation shall be deemed personal property, and assignable and transferrable on the books
of the said corporation. But no stockholder, indebted to the corporation, shall be permitted to make a transfer, until such debt be paid, or secured to be
paid to the satisfaction of the directors.
Stock may be issued according to by-laws
Sec. 8. The stock not disposed of by the commissioners as above named shall and may be issued
by the directors for the time being, according to the by-laws and regulations of said corporation.
Company to keep books, & subject to inspection
Sec. 9. The company shall at all times keep, or cause to be kept, proper books of accounts, in which
shall be registered all the transactions of the said corporation, and the same shall at all times be subject to the inspection of the stockholders;
and it shall be the duty of the directors, to make annual dividends of so much of
the profits of said company as to them, or a majority of them, shall appear advisable; and they shall, when required,
exhibit to the stockholders a full and perfect statement of the debts, and such other
matters as to the said stockholders may be required.
Treasurer to give bond of office
Sec. 10. The treasurer elected by said stockholders shall, before entering upon the duties
of his office, give a bond to the company in a sum satisfactory to the directors, but may, for any good cause stated on the
books of the corporation, be removed by said directors, and another appointed for the remainder of the year,
and until his successor is elected.
Directors to pay over money
Notice to be given
Sec. 11. The directors, named in the first section of this act, shall immediately, on the
election of the directors, as prescribed in the seventh section of this act, pay over
all monies which they may have received for sub-
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scriptions for stock in this corporation to said directors elected. But in case of failure in taking up the ten thousand dollars
capital stock, as named in this act, at the first opening of the books by the above
named directors, then the said directors may, if they, or a majority of them, think
it advisable, cause another notice to be published for three weeks in some newspaper, and the books
to be opened as before.
Company to
make a place of deposite
Company may forfeit for negligence
Sec. 12. The said company shall provide a safe and convenient place of deposit for all grain and other materials,
to be manufactured or disposed of at their mill, or place of use; and in case said
company shall fail so to do, or shall refuse to deliver at all suitable times the property
belonging to any person out of and from said mill or factory, after a tender is made
to the agent of said company for the manufacture of said property, then the said company shall forfeit treble the amount of the property detained or lost by their negligence,
which fact shall be determined by an action on the case in any court having cognizance
of the same.
Form of process against company
Sec. 13. All process against said company shall be served on the president of said company, or left at the mill or factory of the said company; but, if the said mill shall be shut, a copy of the said process may be left at said
mill or factory, and placed up in some conspicuous place on said mill, which shall
be deemed a good service.
Declared a public act
Sec. 14. This act is hereby declared to be a public act, and shall be construed favorably
for the purposes herein contained, and the corporation shall not be dissolved by reason of failure to elect its officers annually: Provided, Its officers are elected within six months after the period fixed for such election.
Approved 1st March, 1837.
1On January 23, 1837, Benjamin Mitchell in the Senate introduced the petition of various citizens of Washington, Illinois, requesting an act of incorporation for manufacturing purposes. The Senate referred
the petition to a select committee. In response to this petition, Mitchell from the
select committee introduced SB 165 in the Senate on February 7, 1837. The Senate passed the bill on February 9. The
House of Representatives passed the bill on February 25. On March 1, the Council of Revision approved the bill, and the act became law.
Illinois House Journal. 1836. 10th G. A., 1st sess., 531, 717, 768; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 271, 358, 369, 373-74, 536, 572, 590.
Printed Document, 4 page(s), Incorporation Laws of the State of Illinois, Passed at a Session of the General Assembly (Vandalia, IL: William Walters, 1837), 172-75, GA Session: 10-1