Sec.[Section] 1. Be it enacted by the people of the State of Illinois, represented in the General Assembly, That William Fitzhugh Thornton, Marshall W. Basey, and John S. Gordon, and their associates, successors, and assigns, be and they are hereby constituted a body politic and corporate, by the name and style of “The Shelby Steam Mill Company,” for the more convenient ownership and management of a steam mill, in the county of Shelby, and the transaction of the usual business of companies engaged in milling. And the said corporation, by the said name, is declared and hereby made capable in law, to sue and be sued, to plead and be impleaded, to have a common seal, and the same to renew and alter at pleasure; to make rules and by-laws for the regulations and management of said corporation, consistent with the laws of this state, and generally to do and execute whatever by-laws shall appertain to such bodies politic: Provided, That nothing herein contained shall be considered as conferring on the said corporation any banking privileges. But they shall be confined to the operations directly connected with milling, and the construction of the necessary buildings and machinery; and each and every stockholder shall be, in his individual capacity, liable for the debts and performance of all contracts entered into by said corporation, to the amount of the balance unpaid on the stock of such stockholders.

Sec. 2. The said corporation shall have the right to hold, possess, and enjoy, not exceeding ten acres of millage land and two thousand acres of timber land; and the whole of the capital stock shall not exceed in value, the sum of twenty thousand dollars, and shall be divided into shares of one hundred dollars each; which capital shall be employed in purchasing and holding the land aforesaid, and in constructing and employing buildings and such improvements and machinery as may be necessary or useful in milling. Every member of said company shall have a certificate, under the seal of the corporation, and made and attested in such manner and form, as the by-laws shall direct, certifying his property in the share or shares owned by him; and the stock of said company shall, in the nature of personal property, be assignable and transferrable according to such rules as the board of directors shall estsblish; and no stockholder indebted to the company shall be permitted to make a transfer or receive a dividend until such debt is discharged, or security given for the same, to the satisfaction of the directors.

Sec. 3. For the management of the affairs of the said corporation, there shall be chosen from the stockholders

---

five directors, who shall hold their offices for one year, or until superseded by others. Thirty days previous notice by publication once a week, for one month, in the newspaper in or nearest to the town of Shelbyville, in the county of Shelby, shall be given of the first election of directors; and there shall be annually thereafter a like election of directors at the town of Shelbyville. In all such elections for directors, every share shall be entitled to a vote, whether it be held by an individual or individuals: which vote may be given by the holders or by proxy, duly authorised under seal, and a majority of the shares shall be necessary to a choice of directors, or to the transaction of any business which may concern the company and come before the stockholders.

Sec. 4. A majority of the directors shall form a quorum to transact business, and they shall meet within thirty days from the time they shall have been chosen at Shelbyville, and choose by ballot one of their uumber for president, who shall serve for one year, or until superseded by a new election; and there shall be annually after the said election, a like election at Shelbyville, by the directors, for the time being, of a president for said corporation. The said directors shall also have power to choose and appoint such other officers and agents, to conduct and prosecute the business of said corporation, as they shall deem necessary and proper; and they shall also have power, for good cause, to be entered, together with the proof thereof, in their minutes, to remove the president of said company from office. The said directors shall cause to be kept duly recorded in books to be provided and kept for the purpose, minutes of all their proceedings and regular accounts of their transactions, as also minutes of the proeeedings of the stockholders at each of their meetings: which books may, at any time, be inspected by any of the stockholders. The said directors shall have power to supply any vacancy which may occur in the office of president or in their own body: and the president or directors thus appointed shall hold the office until the next annual election of such officers.

Sec. 5. The directors may, from time to time, at any meeting, assess and require payment of such sum of money, not exceeding fifty per centum upon each share of stock as shall be judged necessary for the purposes of the corporation, to be paid at Shelbyville, to such person as the said directors may designate and authorise to receive the same. And if after publication of notice, once a week, for two months, in the newspaper at or nearest to Shelbyville, of the time of payment and of the person appointed to receive the same of any proprietor or instalment of said

---

capital stock, any stockholedr shall fail to pay his instalment at the time specified in said notice, the amount paid by such delinquent stockholder previously shall be forfeited to the company, and his stock may be sold to any person for such price as may be agreed upon between the said company and the purchaser.

Sec. 6. The stock of said company shall pass in the same manner as personal estate, to the representatives of each stockholder.

Sec. 7. Service of process on the president of said company shall be deemed and taken as sufficient service on the corporation, in any suit which may be instituted against it, and for any violations of any of the provisions of this act the said incorporation shall be held to answer by scire facias, in the Shelby county circuit court; and if, upon the trial thereof, it shall appear that such violations have been committed, and it shall be so found, the said court may and shall give judgment revoking this charter. Any such proceedings by scire facias for such violations shall be instituted and prosecuted in the name of the people of the state of Illinois against the said corporation.

Approved 4th March, 1837.