In force 2d March, 1837.
AN ACT to incorporate the Dixon Hotel Company.
1Constituted a body politic & corporate
Name
Powers
Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That John Atchison, James Evans, Charles S. Boyd, Wm. C. Bostwick, Charles Chapman, John Dixon, Smith Galbreath, James P. Dixon, L. S. Huff, John Brown, and Samuel Johnson, their associates and successors, be and they are hereby constituted a body politic and corporate, under the name of the “Dixon Hotel company,” to be located in the town of Dixon, Ogle county; and by that name shall have power to
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contract and be contracted with, and may 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 object of their incorporation,
as are hereinafter defined and limited.
Further powers as regards real estate
Proviso.
Sec. 2. The said company shall have power and be capable of holding, purchasing, improving, selling, and conveying
any estate, real or personal, for the use of said corporation; second, to improve or erect buildings on the same; third, to rent, lease, or occupy
any or all such lands belonging to said company for a term not exceeding the limits of this charter: Provided, That the real estate, owned by said company, shall not exceed one quarter section of land, except such as may be held as collateral
security for debts due said company, or may become the property thereof by virtue of such indebtedness.
Capital stock
Shares
Sec. 3. The capital stock of said company shall be twenty thousand dollars, which capital stock shall be divided into shares of fifty dollars each, and subscribed
for and held in a manner hereinafter provided.2
Duties of president & secretary
Sec. 4. All contracts, or other evidences of indebtedness, which may be made or entered into
by said corporation, shall be subscribed by the president and attested by the secretary; and being so
signed and attested, shall be binding on said corporation; and all conveyances made and entered into by the said corporation, conveying real estate belonging to said corporation, when signed and attested as aforesaid, shall in like manner be binding on said corporation, according to the tenor, effect, and true intent and meaning of the same.
Directors, their number, powers, duties, and mode of election
Treasurer appointed by them to give bond
Proviso
Sec. 5. The concerns of said corporation shall be managed and conducted by five directors, who shall be chosen annually by
the stockholders or their proxies, which shall be by ballot, and the five persons
receiving the greatest number of votes shall receive the certificates of the inspectors,
declaring them duly elected. 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 secretary, (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 app0int a treasurer who shall give bond in such amount and in such
manner as the said directors shall prescribe; and the said directors shall have power
to ap-
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point such other officers, agents, and clerks as may be necessary for to carry on
the business of said corporation, with such salaries and allowances as to the said directors shall seem proper: Provided, That such by-laws and regulations shall not be repugnant to the constitution and laws of the United
States, or this State.
Commissioners to receive subscriptions
Duties
Notice
$5 to be paid on each share subscribed
Notice for choosing directors
Sec. 6. That James Evans, Smith Galbreath, Charles Chapman, James P. Dixon, and C. S. Boyd shall be commissioners, the duties of whom, or a majority of them, shall be to open books of subscription
to the capital stock of said company within three months after the passage of this act, in such places and at such times
as in their opinion is best calculated to have said stock taken up.— Twenty days notice shall be given by the said commissioners, of the time and place
and number of days the subscription books will be kept open for subscriptions, in
a public newspaper, or by putting up advertisements at the places where they intend
to open books for the subscription of the capital stock of said company. The commissioners shall receive no subscription, unless at least five dollars, on
each share subscribed, be paid in at the time of subscription, and as soon as the
whole amount of the capital stock shall be subscribed, the commissioners shall give like notice of twenty days for the meeting of the stockholders,
for the purpose of choosing five directors, designating the time and place of holding
such election, at which election persons holding stock of said company shall be permitted to vote. The said commissioners shall be inspectors of the first
election of directors, and shall certify under their hands the names of those duly
elected, and deliver over to them the subscription books and the amount of money received
on subscriptions to the said directors.
Stock deemed personal property
Sec. 7. The stock of said corporation shall be deemed personal property, and be assignable and transferrable on the books
of the corporation; but no stockholder, indebted to the company, shall be permitted to make a transfer, until such debt be paid, or secured to be
paid to the satisfaction of the directors.
Company shall keep proper books of acc’ts[accounts]
Dividends
Shall exhibit statements
Sec. 8. The company shall at all times keep proper books of account in which shall be registered all
the transactions of the corporation, and the same shall at all times be subject to the inspection of 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 shall direct, of so much of the profits of said
company as to them may appear advisable; and the said directors shall, whenever required by a majority of the stockholders,
exhibit, at a general meeting, a full and perfect statement of the debts and credits,
and all such
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other matters as may be deemed essential relating to the affairs of the company.
Surplus stock, how disposed of
Sec. 9. The stock not disposed of by the commissioners, 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.
When company may proceed to business
Sec. 10. As soon as twenty per cent. of the capital stock of said corporation shall be paid in, the said corporation shall be authorized to proceed to business, and not before.
This a public act
Sec. 11. This act is hereby declared a public act, and shall take effect from and after its
passage, and be and remain in force for twenty years.
Approved 2d March, 1837.
1On February 8, 1837, Augustus G. S. Wight introduced SB 175 in the Senate. On February 9, the Senate passed the bill. On February 25, the House of Representatives 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., 531, 717, 803; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 365, 373-74, 536, 591, 601-602.
2In early draft of the bill included a fourth section authorizing the company to issue promissory notes, bills of exchange, and other instruments necessary for
the transaction of business. The section specifically prohibited the corporation from
issuing promissory notes, bank notes, bills of credit or other instruments to be
used as a circulating medium. The Senate struck out this section before it ordered it engrossed for a third reading. Evidence
exists, however, that the company did issue bills and notes with the intent of using
them as money.
William D. Barge, Early Lee County (Chicago, 1918), 103-104.
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), 242-45, GA Session: 10-1