Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Benjamin Godfrey, Jesse B. Thomas Jr., Benjamin F. Edwards, Winthrop S. Gillman, John Taylor, David Prickett, Caleb Wall, Stephen T. Logan, Caleb Stone, Stacy B. Opedyche and Ninian W. Edwards, their associates and successors, be, and they are hereby constituted a body corporate and politic, by the name of the “Edinburgh Manufacturing Company,” and by that name shall have power to contract and be contracted with, sue and be sued, implead and be impleaded, answer and be answered unto, defend and be defended, in all courts of law and equity in this State; and may have a common seal, which they may alter or revoke at pleasure; and may purchase, hold and convey, any estate, real or personal, for the use of said company; Provided, That said company shall not at any one time hold real estate exceeding twenty-five hundred acres,2 excepting such as may be taken for debt, or held as collateral security for money due to said company.

Sec. 2. The capital stock of said company shall be twenty-five thousand dollars, and shall be divided into shares of fity dollars each, to be paid in at such times, in such manner, and under such penalties, as the president and directors may in their discretion order and appoint.

Sec. 3. The said capital stock may hereafter be increased to an amount not exceeding two hundred thousand dollars, should a majority of the stockholders deem it advisable, to be subscribed for in such manner, at such times and places, and under the supervison of such persons, as the president and directors may order and appoint. The said stock shall be deemed personal property, and be 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 the satisfaction of the directors.

Sec. 4. Winthrop S. Gillman, Jesse B. Thomas jr., Benjamin F. Edwards, David Prickett, Stacy B. Opedyche, Stephen T. Logan and Caleb Stone, are hereby appointed commissioners for procuring subscriptions to said capital stock; and said commissioners, or any two of them, shall open one or more subscription books for said stock, on such days, and at such places, as said commissioners, or a majority of them, shall deem expedient; and shall give at least thirty days public notice of such times and places, in one or more of the public newspapers printed at each of such places. The said subscription books shall be kept open until the whole of the stock shall have been taken; and the sum of one dollar on each share subscribed for, shall be paid to the said commissioners at the time of making such subscriptions; and as soon as said stock shall be subscribed, or sooner if required by the board of directors, the said commissioners shall deliver over to said directors said subscription books, and shall pay over to said board the whole amount of money severally received by them.

Sec. 5. The said company shall have power to enter into and carry on the cultivation of the beet and other saccharine vegetables, and the manufacturing of sugar therefrom; also, the different varieties of the mulberry, and the growing of silk, and the manufacturing the same into the various articles of commerce; also, oil from the poppy, sunflower seed, and other vegetables; to export their products and manufactures; to erect mills, works and machinery, and the same to put into operation and carry on, by the force of steam, horse or water power, and to erect such other buildings as may be necessary to carry on efficiently their business.

Sec. 6. The stock, property, affairs and concerns of said company, shall be managed and conducted by seven directors, one of whom shall be president thereof, and who shall hold their offices for one year, and until others are chosen. All elections for directors for said company shall be held on the first Monday of August, of each and every year, at Edinburgh, in the county of Sangamon; of which

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election public notice shall be given, by publication for at least ten days in some newspaper printed in the town of Springfield, in said county; and said election shall be made by ballot, by a majority of the stockholders present, allowing one vote to each share of the capital stock; Provided, That no stockholder shall be allowed more than thirty votes; and that absent stockholders may vote by proxy; and further, that should said directors not be chosen on the first Monday in August as aforesaid, it shall be lawful to choose them on any other day, in the manner herein prescribed.

Sec. 7. The directors shall meet as soon after they have been chosen as may be, and choose out of their own body a president, who shall be sworn or affirmed faithfully to discharge the duties of his said office, and shall preside for one year, and until his successor shall be appointed and qualified; and in case of the death, resignation, or inability to serve, of the president or any director, such vacancy or vacancies shall be filled for the remainder of the year in which they happen, by a special election for that purpose, to be held in the same manner as hereinbefore directed respecting annual elections of directors; Provided, That the president may appoint, by a writing under his hand and seal, some one of the directors to preside in his stead, during any temporary absence on his part, from the board.

Sec. 8. The president and four directors, or five directors in the absence of the president, shall be a board competent to the transaction of business, and all questions before them shall be decided by a majority of votes; and the said corporation shall have power to make and prescribe such by-laws, rules and regulations, as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of said company, and the transfer of the stock, and touching the du-duties and conduct of their officers, clerks and servants, necessary for carrying on their said business, and whom they are hereby authorized to appoint to be paid such salaries or wages, as to said board may seem right and proper; Provided, always, That such by-laws, rules and regulations shall not be in violation of the constitution or laws of the United States, or of this State.

Sec. 9. Any two or more of the persons named in this act, are hereby authorized to call a meeting of said company, by advertising the same for two weeks successively, in some newspaper printed in Springfield or Alton, to be held in the town of Springfield, for the purpose of electing their first board of directors; and said directors, when elected, shall choose a president as hereinbefore provided, and shall continue in office until the first Monday in Au-

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gust, in the year of our Lord then next ensuing, and until others shall be chosen in their stead; Provided, however, That this charter shall be void and of no effect, unless put into operation agreeably to its provisions and terms, within eighteen months after the passage of this act; And provided further, That the place of holding the annual elections for directors may at any time be removed by a majority of the board of directors, from the town of Edinburgh, and fixed at said place as said directors may select for that purpose.

Sec. 10. The said Manufacturing Company shall be located and kept in the town of Edinburgh; and the meetings of said company shall be held at that place, unless a majority of the directors should select some other place as more appropriate to the general purposes of the company.

Sec. 11. The said company shall at all times keep proper books of account, in which shall be registered all the transactions of said corporation; and it shall be the duty of the said directors to make annual dividends, or at such other times as a majority of them may direct, of the profits of said company; and the said directors shall at least, every six months, exhibit a full and complete statement of debts and credits, and such other matters as may be deemed essential, relating to the affairs of the company.

Sec. 12. 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, and the corporation hereby created shall have continuance for the term of twenty-five years from and after the passage of this act, unless sooner dissolved by reason of a failure to commence operations within eighteen months from the passage of this act, as hereinbefore required, or for a violation of any of the provisions of this act; Provided, That said corporation shall not be dissolved, nor this charter forfeited, for, or by reason of any errors, omissions, or irregularities of said company, or its agents, not in violation of any of the provisions of this act.

Approved 4th March, 1837.