Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That there shall be established, in the town of Charleston, an insurance company, to be called “The Charleston Marine and Fire Insurance Company.”

Sec. 2. All such persons as shall hereafter be stockholders of said company shall be, and they are hereby, declared to be a body politic and corporate, by the name and style aforesaid, and to continue for thirty years from and after the passage of this act, and, by that name, shall have power to contract and be contracted with, to sue and be sued, plead and be impleaded, in all courts of law or equity.

Sec. 3. The said corporation may have and use a common seal, which they may alter or change at pleasure; and may also make, establish, and put in execution, such by-laws, ordinances, and regulations as shall, in their opinion, be necessary for the good government of the said corporation, and the prudent and efficient management of its affairs, the election and regulation of the duties of its several officers, and such other matters as may be necessary and proper: Provided, That said by-laws shall in nowise be contrary to this act of incorporation, or the constitution and laws of this or of the United States.

Sec. 4. The capital stock of said company shall be one hundred thousand dollars, to be divided into shares of one hundred dollars each, to be paid in such instalments as the directors chosen under this act may direct and appoint, and under such penalties as they may impose. The stock of the said corporation shall be deemed personal estate, liable at all

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times for the debts of the owner thereof, and shall be assignable and transferable according to such rules and regulations as shall be prescribed by the directors in their by-laws and ordinances.

Sec. 5. The corporation hereby created shall have power and authority to make marine insurance upon boats, rafts, goods, wares, and merchandize; produce, freight, moneys, and on all marine risks and inland navigation and transportation; and against all losses, by fire, of any buildings or houses whatsoever, and boats on stocks; bridges and other mechanical structures.

Sec. 6. All policies of insurance made by the corporation shall be subscribed by the president, or, in case of his death or absence, by the vice president, and countersigned and sealed by the secretary of said company; and all losses arising under any policy so subscribed and sealed may be adjusted and settled by the president and board of directors.

Sec. 7. The said corporation, by the president and directors, may, at their option, vest the capital stock of the said corporation in the capital stock of any State or incorporated bank, trust company, or public funds of this State; or they may loan the same to companies or individuals on bond, note, mortgage of real estate, or other satisfactory security, at their discretion, at a rate of interest not exceeding eight per cent. per annum.

Sec. 8. The said corporation may purchase and hold such real estate as may be necessary for the transaction of its business, not exceeding one hundred and sixty acres, and to take and hold any real estate as securities, mortgaged and pledged to the said corporation, to secure the payment of any debt in any manner due or to become due to the said corporation.

Sec. 9. Harrison R. Norfolk, Nathan Ellington, John M. Easton, Reuben Canterberry, Andrew Clark, Thomas B. Prower, Stephen Miller, Col.[Colonel] Stephen B. Shelledy, Joseph Fowler, James Atkins, A. P. Dunbar, and F. L. Moore, are hereby appointed commissioners for superintending subscriptions to said capital stock; and the said commissioners, or a majority of them, shall open one or more subscription books for said stock, on the second Monday of May next, at the court house in Charleston, and shall receive subscriptions from all persons desirous of subscribing to said stock, and shall continue the said books open from time until the whole amount shall be subscribed; when the same shall be closed.

Sec. 10. The stock, property, and concerns of said corporation shall be managed and conducted by thirteen directors, who shall hold their offices for one year, and until their successors are duly elected and qualified, and shall, at the time of their election, be citizens of this State, and holders, respectively, of not less than ten shares of the capital stock of said company.

Sec. 11. The first election under this act shall be held at such time and place, in the town of Charleston, as a majority of said commissioners shall direct. Said commissioners, or a majority of them, shall preside at said election, as judges thereof; and on the same day in every year thereafter, an election shall be holden for directors. Absent stockholders, at any election , may vote by proxy, authorized in writing; and each share shall entitle the holder to one vote.

Sec. 12. The directors when elected shall meet as soon as may be after the election, and, by a majority of the whole board, shall choose out of their number a president and vice president, a secretary and other subordinate officers, who shall severally be sworn or affirmed, faithfully to discharge the duties of their respective offices; shall remain in office for one year, and until their successors, respectively, are elected and qualified. The board may require such bonds from its officers as may be deemed necessary.

Sec. 13. The president, or vice president, and any six directors shall be a board competent to transact business; and all questions shall be decided by a majority of votes; which vote shall be given viva voce.

Sec. 14. The president and directors shall cause the capital stock of the said corporation to be paid in, or secured to be paid in, by instalments whenever the transactions of the company shall or may, in the opinion of the board, require the same to be done; and all such securities for the payment of instalments on the capital stock shall be by mortgage on real estate, with double the amount of the sum to be secured, exclusive of perishable improvements thereupon; which said payment of instalments shall be paid, or secured to be paid, as the case may require, in such manner and at such time as the president and directors shall agree upon and direct; and, in default of any payment being paid, or secured to be paid, as may be demanded by the president and directors, the person so refusing or neglecting to pay, or secure to be paid, the said instalments, shall forfeit all former payments made, or secured to be made, on the share or shares so neglected, for the use of the corporation; and the president and directors may proceed to sell said share or shares to the highest bidder therefor, under such regulations as the by-laws may direct.

Sec. 15. The books of the corporation exhibiting the situation of the affairs thereof shall be opened, at the regular office of the company, during office hours, for the inspection of any person who shall have been insured in any manner by said corporation.

Sec. 16. It shall be the duty of the directors of said company, at such time as the by-laws thereof shall prescribe, to make dividends of so much of their interest arising from the capital stock and the profits of the said company: Provided, That no stockholder, who shall be in arrears to the

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said company for any instalment or otherwise, shall be entitled to receive his dividend of the profits, but the same shall be retained and passed to the credit of the said stockholders, or the share or shares of capital stock upon which any such arrearages are unpaid; and in case of any loss or losses whereby the capital stock of said company shall be lessened, no subsequent dividend shall be made until the sum arising from the profits of the business of said company, equal to such diminution, shall have been added to the capital stock; and once in every three years, and oftener if required by a majority of the votes of the stockholders, (allowing one vote for each share,) the directors shall lay before the stockholders, at a general meeting, an exact and particular statement of the affairs of the company, and of the profits, if any there be, after deducting losses and dividends.

Sec. 17. No one risk taken by the said corporation shall exceed one-tenth of the amount of their capital stock paid in, or secured to be paid in, as provided for by this act; and in case of there being any one risk or risks as taken by the corporation over and above one-tenth of the amount of the capital stock paid in, or secured to be paid in, as aforesaid, the directors under whose administration the same were taken shall be liable, jointly and severally, in their individual capacity, for all losses which may happen on account of said risks.

Sec. 18. That in case of any loss or losses taking place which shall be equal to the amount of the capital stock of the said company paid in, or secured to be paid in, and the president and directors, after knowing of such loss or losses having taken place, shall subscribe to any policy of insurance, their estate, jointly and severally, shall be accountable for any and every loss, which shall take place under policies so subscribed.

Sec. 19. This act is hereby declared to be a public act.

Approved, February 26, 1839.