Papers Of Abraham Lincoln

In force March 4, 1837

AN ACT to incorporate the Illinois Manufacturing Company.
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Created a body politic and corporate

Powers of corporation

Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Joseph Webster, Priam B. Hill, S. H. Pitkin, N. Walker, P. H. Hart, J. Benson, Jacob Ellis, Stephen Rigden, Joseph L. Sharp,

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Andrew Lazwell, Augustus Coffman, R. Townley and N. B. Childs, and their associates and successors, be, and they are hereby constituted a body politic and corporate, under the name and style of the “Illinois Manufacturing Company,” from and after the passage of this act, and by that name they and their successors shall have succession; and shall in law be capable of (suing and) being sued, pleading and being impleaded, in all courts of justice and places whatsoever; may have a common seal, alter and change the same at their pleasure; and they and their successors may also by that name and style be capable in law, of purchasing, holding, and conveying away, real and personal estate; which real estate, except the lots of land on which the buildings, mills, and warehouses of the company are erected, shall not exceed two sections, except such as may be held as collateral security for debts bona fide owed to the corporation, or may become the property thereof by such indebtedness; and further, no real estate acquired by such indebtedness shall remain the property of said corporation for a longer period than five years, under the penalty of a forfeiture thereof to the people of this State.

Presidents and Directors’ duties

Sec. 2. The president, directors and company, hereinafter provided for, shall have power, and are hereby authorized to carry on the mining of coal or other minerals; the manufacture of flour, corn meal, wool, hemp, lumber, iron, and other agricultural products; to export their products and manufactures; to erect mills, furnaces, machines, and such other buildings as may be necessary to carry on their business, and to enter into all contracts which may concern the use and management of said property.

Capital stock

Sec. 3. The capital stock of said company shall be one hundred thousand dollars, with power to increase the same, by a vote of a majority of the stockholders, to any sum not exceeding three hundred thousand dollars; Provided, That the total amount of debt which said corporation shall at any one time owe, shall not exceed the one half of the amount of their capital stock actually subscribed.

How subscriptions to be opened

No. of shares

Sec. 4. Subscription to the capital stock of said company shall be opened under the direction of the persons heretofore named, and if more than one hundred thousand dollars shall be subscribed, they shall distribute the stock among the several subscribers, in such manner as they shall think most conducive to the interests of said corporation. The stock of said corporation shall be divided into one thousand shares of one hundred dollars each; and it shall be the duty of the directors for the time being, to require to be paid in at the time of subscribing for stock, five dollars on each share, and to call for and

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demand of the said 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 payments made thereon, to the said corporation, always giving thirty days notice in a newspaper printed in or nearest Fulton county.

Place of meeting

Sec. 5. That the general place of meeting of said company shall be at Bernadotte, in Fulton county, in this State; but the president and directors of said company may select such other places of business, as to them may seem fit, for the general purposes of said company; Provided, That said company shall not be authorized to erect any mills, or other buildings, or to engage in mining, in any county in this State, save those of Fulton and Peoria counties, unless the said company shall first obtain the consent of the county commissioners’ court, in such other counties; which consent, so obtained, shall be entered on the records of the court or courts granting the same.

Stock and concerns, how managed

Sec. 6. The stock, property, and concerns, of said corporation, shall be conducted by five directors, who shall at the time of their election be holders respectively of not less than five shares of the capital stock of said company; a majority of said directors shall form a quorum, and the period of election shall be annually on the first Monday in the month in which the first election was held.

Directors’ powers

Term of office

How chosen

To make by-laws, rules and regulations

Sec. 7. The directors of said company shall have power to appoint a secretary and treasurer, or one person who may fill the office of secretary and treasurer, and such other officers and agents as may be necessary for carrying on the business of said company. Said directors shall hold their offices for the term of one year, and shall be chosen by the stockholders or their proxies, which shall be by ballot; each share of the capital stock shall be entitled to one vote, and the persons receiving the greatest number of votes shall be deemed duly elected; said directors shall appoint one of their number a president, which president and directors so chosen shall constitute a board, or the major part of them, and be competent to the transaction of business, and may, from time to time, make and prescribe such rules and by-laws, and regulations, relative to the concerns of said corporation, as may be requisite for carrying on the business of said corporation.

Secretary to be sworn

Proper books to be kept

Sec. 8. The secretary of said corporation shall be duly sworn by a justice of the peace, or a judge of the circuit court, to the faithful discharge of his duties; and the said company shall at all times keep proper books of account, in which shall be registered the transactions of the company, and the same shall at all times be open to the inspection of the stockholders; and it shall be the duty of the di-

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rectors to make annual dividends, or at such other times as the directors shall direct, of so much of the profits of said company as to them, or a majority of them, shall appear advisable; and the directors, whenever required by a majority of the stockholders, shall exhibit at a general meeting a full and perfect statement of all the debts and credits, and all such other matters as may be deemed essential, relating to the affairs of the company.

Stock deemed personal property.

Sec. 9. The stock of said corporation 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 debts be paid, or secured to be paid to the satisfaction of the directors.

Commissioners to carry into effect

Sec. 10. That for the purpose of carrying into effect the objects of this corporation, Joseph Webster, Priam B. Hill, S. H. Pitkin, N. Walker, P. H. Hart, Jesse Benson, Jacob Ellis, Stephen Rigdon, Joseph L. Sharp, Andrew Lazwell, Augustus Coffman, R. Townley and N. B. Childs, are hereby appointed commissioners to obtain subscriptions to the capital stock of said company; and said commissioners, or a majority of them, after giving general notice thereof in some paper printed in this State, may open books for the subscription of said stock, at such times and places as they may direct, and keep the same open until at least ten thousand dollars shall be subscribed. When such subscription is complete, or when the amount of then thousand dollars shall have been subscribed, within sixty days thereafter, the said commissioners, or a majority of them, shall call a meeting of the stockholders at Bernadotte, in Fulton county, for the purpose of organization, by a printed notice in some newspaper of general circulation within this State.

Duration

Proviso

Sec. 11. The corporation hereby created shall continue for the term of thirty years from and after its passage; Provided, however, That if said company shall not have been organized under this charter, and the works located, and business commenced, within three years from and after the first day of July next this act shall be void and of no effect; And provided also, That unless the said company shall have expended twenty thousand dollars upon the aforesaid works, within five years from the passage of this act, this corporation shall expire and be null and void.
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A public act

Sec. 12. This act is hereby declared to be public, and shall take effect from and after its passage.

Approved 4th March, 1837.
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1On February 13, 1837, Peter Pruyne introduced SB 209, originally titled “An act for the benefit of the persons therein named,” in the Senate. On March 1, the Senate passed the bill with amendments and changed the title of the bill to “An act to incorporate the Illinois Manufacturing Company.” On March 3, the House of Representatives passed the bill with further amendments, including the addition of language to section 11. The Senate concurred with the House amendments on the same day. On March 4, the Council of Revision approved the bill, and the act became law.
Illinois House Journal. 1836. 10th G. A., 1st sess., 795, 805, 824, 838, 854, 855 ; Illinois Senate Journal. 1836. 10th G. A., 1st sess., 404, 529, 567, 611, 619, 636, 639-641 .

2On March 3, 1837 the House approved the insertion of the proviso, “Provided, Further, that said company shall not erect more than two manufacturing establishments in Fulton county, unless said company are permitted by the county commissioners court of said county of Fulton so to do, as heretofore provided for in other counties.” However, while the Senate journal notes that the Senate approved the House amendments on March 3, this language did not make its way into the final draft.

3On March 3, 1837, the House of Representatives voted to change the name of the bill to “An act to incorporate the Fulton and Peoria County Manufacturing Company.” However, this language did not make it into the final draft of the bill.