In force 2d March, 1837.
AN ACT to incorporate the Unity Manufacturing Company.
1Constituted a body corporate and politic
Powers and privileges
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That David Hailman, Peter Hailman, Lemuel B. Lisenbee and Thomas Howard, and their associates and successors, be, and they are hereby constituted a body politic and corporate, and under the name
of the “Unity Manufacturing Company,” to be located at or near the town of Unity, in the county of Alexander, and by that name shall have power to contract and be contracted with, sue and be
sued, plead and be impleaded, answer and be answered unto, in all courts having competent
jurisdiction, and shall be vested with all the powers and privileges necessary to
the objects of their corporation.
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To give and receive promissory notes
Sec. 2. The said company shall have power to give and receive promissory notes; to enter into and carry on
all kinds of mechanical and manufacturing business; to erect mills, furnaces and machine
shops, for the manufactory of flour, lumber, woolen and cotton goods, castings, machinery
and farming utensils.
Real estate may be owned by company
Sec. 3. The real estate owned by the company, over and above the lots of land on which their buildings are erected, shall not
exceed six hundred and forty acres, except such as shall 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; and further,
no real estate acquired by such indebtedness, shall shall remain the property of said corporation for a longer period than five years, under a penalty of a forfeiture to the people
of said county.
Amount of capital stock, and may be increased
Proviso
Sec. 4. The capital stock of said company shall be one hundred thousand dollars, with power to increase the same at the pleasure
of said company, to any sum not exceeding three hundred thousand dollars, which capital stock shall
be divided into shares of fifty dollars each; Provided, That the total amount of debt said company shall owe, shall never exceed the amount of their capital stock; and in case of such
excess, those under whose administration it shall happen shall be holden for the same
in their natural and private capacity; but this shall not be construed to exempt the
corporate property of the company from being also liable and chargable for such excess.
Subscriptions opened by directors, &c.[etc.]
Shares may be forfeited
Sec. 5. Subscriptions to the capital stock of said corporation shall be opened under the direction of the directors hereafter named; and if more
than one hundred thousand dollars be subscribed, they shall distribute the stock among
the several subscribers, in such manner as they may think will best promote the interest
of the company; and it shall be the duty of the directors for the time being, to call for and demand
of the stockholders, respectively, all sums of money by them subscribed, at such time,
and in such proportions, as they shall see fit, under the penalty of the forfeiture of their shares and previous payment made thereon,
to the said corporation, always giving thirty days notice in some newspaper in the State, printed in or nearest said town.
Directors elected, to conduct the affairs of corporation
Term of office
Treasurer to give bond
Sec. 6. The stock, property and concerns, of the said corporation, shall be managed and conducted by five directors, who shall, at the time of their
election, be holders respectively, of not less than fifreen shares of the capital stocks of said company; said directors shall be chosen annually, on the first Mondays in June, by the stockholders
or their proxies, which shall be by ballot; each share of
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the capital stock shall be entitled to one vote, and the five persons receiving the
greatest number of votes shall be deemed duly elected, to hold their office one year and until others are elected to fill their places;
the directors so chosen, or a majority of them, shall constitute a board and be competent
to the transaction of business, and may from time to time make and prescribe, such
by-laws, rules and regulations, relative to the concerns of said corporation; the duties of the president and agents, (each of whom shall be elected by a majority
of the directors so chosen,) and shall also regulate the duties of their agents, clerks,
and all others by them employed; and also shall appoint a treasurer, who shall give bond to the president and directors, in such amount, and in such manner,
as the said directors shall prescribe; and the said directors shall have power to
appoint such other officers, agents and clerks, as may be necessary to carry on the
business of said corporation.
Notice to be given for election
Sec. 7. David Hailman, Peter Hailman, Lemuel B. Lisenbee and Thomas Howard, shall be directors from the time this act takes effect, and until others are elected
in their stead. Four weeks previous notice of an election, after the first shall be given, of the
time and place of holding such election, by publishing such notice, once in each week,
for four weeks immediately preceding such election, in a newspaper printed in or nearest
said town, and said election shall be holden under the inspection of said directors.
Duration
Sec. 8. The corporation hereby created shall continue twenty years, and no longer.
Company to keep books of accounts, &c.
Sec. 9. The company shall at all times keep proper books of accounts, in which shall be registered all
the transactions of the 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, or at such other
times as a majority of the directors may direct, of so much of the profits of said
company, as to them, or a majority of them, shall appear advisable; and the said directors
whenever required by a majority of the stockholders, shall exhibit at a general meeting,
a full and perfect statement of the debts and credits, and all such other matters
as shall be deemed essential, relating to the affairs of the company.
Stockholders may call a special meeting
Sec. 10. A majority of the stockholders whenever they deem it necessary, may call a special
meeting of the company; and provided the regular elections shall not take place at the time herein provided
for, it shall be lawful for any two of the stockholders to call a special election,
giving notice of the time and place as herein provided.
Stock not disposed of may be issued by directors
Sec. 11. The stock not disposed of by the directors in
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the manner hereinbefore named, shall and may be issued by the directors for the time
being, according to the by-laws and regulations that may be adopted by the said company.
Stock deemed personal
property.
Sec. 12. The stock of said company shall be deemed personal property, and assignable and transferrable on the books
of the 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.
Company not invested with banking privileges
Sec. 13. That nothing in this act shall be so construed as to invest said company with any banking privileges, or to authorize them to make, emit, or alter, any bills
of credit, bank notes, promissory notes, or other things to be used as a circulating
medium, as, and in lieu of money.
Public act
Sec. 14. This act is hereby declared to be a public act, and shall be so taken and liberally
construed, and shall take effect and be in force from and after its passage.
Approved 2d March, 1837.
1On February 7, 1837, John S. Hacker introduced SB 168 in the Senate. On February 8, the Senate passed the bill. On February 27, the House of Representatives too passed the bill. On March 2, the Council of Revision approved the bill, and the act became law.
Illinois House Journal. 1836. 10th G. A., 1st sess., 514, 715, 732, 803; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 361, 366, 552, 591, 601-602.
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), 235-38, GA Session: 10-1