Whereas the improvement of the navigation of the Great Wabash river, at the Grand rapids, now in progress by the States of Indiana and Illinois, will create a large amount of water-power and hydraulic privileges, to be leased out by and for the benefit of the said States; and whereas it is important to the financial interests of the said States, as well as to the interest and accommodation of their citizens, that this water-power should be brought into early use and requisition; and whereas, to secure these benefits, it is requisite that a larger amount of capital should be concentrated than can at present be commanded by individuals in the country: Therefore,

Sec. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Joshua Beall, Doct.[Doctor] Ezra Baker, jr., Thomas S. Hinde, Moses Bedell, William Wilson, William F. Thornton, Hiram Bell, Henry I. Mills, William Wood, Lyman J. Smith, Doct. Mahon, Scoby Stewart, Abner Armstrong, Joseph L. Wilson, James B.

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Hinde, Orlando B. Ficklin, and Edward Smith, and their associates and successors, be, and they are hereby, constituted and declared to be a body politic and corporate, in law and in fact, by the name and style of “The Mount Carmel Manufacturing Company;” and all such persons and their assigns as shall hereafter become stockholders in the capital stock of the said company, by original subscription or transfer, so long as they remain such stockholders, shall be deemed to be the associates and successors of the said corporators within the meaning of this act.

Sec. 2. The said company shall be competent to contract and be contracted with; and be capable, in law and equity, to sue and be sued, to plead and be impleaded, to answer and be answered unto, to defend and be defended, in all courts and places, and in all matters whatsoever; and may have and use a common seal, which they may alter and change at pleasure; and may make, establish, amend, and enforce such by-laws, ordinances, and regulations, not inconsistent with the constitution and laws of this State, as they may deem expedient for the prudent and efficient management, and safety of their property and affairs.

Sec. 3. The capital stock of the said company shall be five hundred thousand dollars, to be divided into shares of one hundred dollars each; which shall be deemed personal property, and shall be transferable on the transfer books of the said company, in such manner and under such regulations and restrictions as shall be prescribed from time to time by the by-laws of the said company.

Sec. 4. The corporators named in the first section of this act, or any five of them, may, by giving at least ten days’ public notice in some newspaper, published in Mount Carmel, of the time, place, and purpose of their meeting, proceed to hold a meeting of the said corporators in the court house in Mount Carmel, for the purpose of opening the books of subscription for the said capital stock of the said company; and may, on the said day of meeting, after appointing one of their number to be the chairman, and another secretary of the said meeting, proceed to open the book or books for the subscription to the said capital stock; and, so long as there remains any shares of the said stock unsubscribed for, shall permit all persons then present, (including the said corporators,) and wishing to subscribe for the same, to do so, upon paying to them, at the time of such subscription being made, one dollar on each and every share so subscribed; which payment shall be bona fide made, and not evaded by giving promissory notes therefor, or otherwise.

Sec. 5. If the whole number of shares of the said capital stock shall not be subscribed for on the first day of opening the books as aforesaid, it shall and may be lawful for the said corporators to continue the same open, at such times, in such places, and by such agent or agents, as a majority of them,

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at their said first meeting, or at any adjourned or subsequent meeting, (which they are hereby authorized to hold,) may order and direct: Provided, That whenever any number of the shares of the said capital stock, exceeding one thousand shares, shall have been subscribed for, and the first instalment paid thereon as prescribed in the preceding section of this act, it shall and may be lawful for the said corporators, or any five or more of them, to proceed to organize the said company, by the election of directors thereof, as hereinafter provided.

Sec. 6. The stock, property, and concerns of the said company shall be managed and controlled by nine directors, to be elected annually by the stockholders, to serve for one year, and until their successors are elected and qualified; all of whom shall, at the time of their election, and during their continuance in office, be stockholders in the said company; and any five of whom shall constitute a quorum for the transaction of business.

Sec. 7. Whenever the requisite amount of the capital stock shall have been subscribed for, and the first instalment paid thereon, as provided for in the fifth section of this act, it shall be lawful for the said corporators, or any five or more of them, to give at least ten days’ public notice, in some newspaper published in Mount Carmel, that, on a day to be mentioned in the said notice, an election for nine directors of the said company will be holden at the court house in Mount Carmel; and the said corporators are hereby authorized to hold such election at the time and place mentioned in such notice, any three of whom may act as judges of the said election. At the first and all subsequent elections for directors every stockholder shall be entitled to one vote for each and every share of the capital stock he, she, or they may hold, and may vote either personally or by proxy; and the nine candidates receiving the plurality of the votes given shall be declared duly elected. In cases where two or more persons may receive an equal number of votes, and the requisite number of directors cannot therefore be declared duly elected, the judges shall forthwith proceed to decide, between such persons so receiving an equal number of votes, by ballot.

Sec. 8. All subsequent elections for directors shall be held and conducted in such manner, and at such times and places, as shall be directed by the by-laws of the company; and if it shall so happen that any election for directors shall be neglected or omitted to be holden on the day the same should have been held, the said corporation shall not, for that cause, be deemed to be dissolved, or its rights privileges, and immunities defeated or impaired; but it shall be lawful for the stockholders to hold an election for directors, on any other day, in such manner as the by-laws of the company may in such cases provided for and direct.

Sec. 9. The directors of the said company, when so elected, shall continue in office for one year, and until their successors are elected and qualified, as may be prescribed by the by-laws; and shall, so soon as convenient after their election, organize their board by choosing one of their number to be president thereof; and shall appoint a secretary and a treasurer of the company, both of whom shall be stockholders therein; and shall continue in office during the time the directors appointing them are elected to serve, unless sooner removed by the board; and it shall not be incompatible for a director to be appointed either the secretary or treasurer, or to hold both the office of secretary and treasurer in the same person, should it be deemed expedient to appoint directors to one or both of said offices.

Sec. 10. The treasurer, before entering on the duties of his office, shall enter into bond to the said company, in such penal sum and with such sureties as the board shall direct, conditioned for the faithful performance of the duties of his said office; which duties shall be defined and regulated by the by-laws of the company.

Sec. 11. The corporators named in the first section of this act shall, so soon as the board of directors are elected and organized, pay over to the said directors all the moneys received by them from the subscribers to the said capital stock for the first instalment paid thereon, excepting so much as shall have been necessarily expended by them, for the incidental expenses incurred in obtaining such subscriptions; but no corporator shall be entitled to retain or receive any thing for his personal services, unless he shall have been authorized to act as the special agent of the said corporators in obtaining such subscriptions.

Sec. 12. The directors shall have power and authority to appoint or employ, from time to time, such agents, superintendents, architects, engineers, workmen, and other persons as shall be deemed by them to be necessary and expedient to carry into full effect and operation the objects and intents of this act of incorporation; and to prescribe the duties of all such persons so appointed or employed by them, and require such security from them for the performance of their respective duties, and pay them such compensation for their services, and discontinue such service at such times as the said directors may deem proper, or as may be agreed on by the parties.

Sec. 13. The said company are hereby specially authorized and empowered to contract and agree with the States of Indiana and Illinois, or with such authorities as the said States shall or may jointly or severally authorize to make such contracts or agreements, for the use and privilege of so much water-power and hydraulic privileges, created by the said States at the Grand rapids of the Great Wabash river, near Mount Carmel, as the said company shall or may need to

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propel and operate the machinery necessary to carry on their manufacturing operations; and may use the said water-power at such site or sties, between the dam and the mouth of Greathouse creek, in or near the town of Mount Carmel, as the said company may procure, and as they may deem most conducive to the interests and success of their operations; and may excavate and construct such mill-races, forebays, reservoirs, and other devices, for the use of the said water-power, as may be necessary therefor: Provided, however, That the said company shall not be permitted to lease or obtain from the said States or authorities aforesaid a surplus of such water-power and hydraulic privileges, over and above what may probably be necessary for their bona fide and actual operations, with a view and intention of preventing competition in the erection of mills, manufactures, or machinery of any description, by other companies or individuals; nor shall this act be ever so construed as to grant to the said company any exclusive privilege to embark in or carry on any branch of manufactures or business whatsoever.

Sec. 14. For the purpose of securing the necessary capital to carry into effect the objects of this act, the said directors are authorized and empowered to call in any part or the whole of the capital stock subscribed, under such regulations and in such instalments as may from time to time be prescribed by the by-laws of the company; and if the whole amount of the said capital stock shall not have been subscribed for previous to the first election of directors, the directors for the time being may, at any time thereafter, cause books of subscription to be opened, for the subscription of all or any portion of the residue of the said capital stock, by such agent or agents, and at such times and places, and to be paid for in such instalments and manner, as the said directors may deem expedient.

Sec. 15. And for further securing means and capital to enable said company to carry into effect the objects of this act, the directors are authorized and empowered to borrow, on the faith and credit of the said company, any sum or sums of money not exceeding in the whole the amount of their capital stock, and to issue bonds or transferable certificates of stock therefor, in the corporate name and under the seal of the said company; and to take such loans on such time, and pay such rates of interest therefor, and make the same payable at such place or places as may be agreed on by the lenders and the said company; and the said directors may employ such agents or agent to negotiate and effect such loans in the United States, or elsewhere, as they may deem proper.

Sec. 16. The lands, tenements, and real estate which may be leased, purchased, and held by the said company, shall be confined to such lands, tenements, and real estate, as shall be deemed by them necessary and requisite for the erection of

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their mills, manufactories, foundries, work-shops and improvements, and dwellings and offices, for their agents and workmen and persons in the employ of the said company; and for mill-races, forebays, reservoirs, and other water-works, and for boat, lumber, and coal-yards and wharves; and such coal and timber tracts of lands, not exceeding one thousand acres, as may be deemed by them necessary to insure a constant and uninterrupted supply of fuel and lumber for the operations of the said company; and such lands and real estate as the company may become the purchaser of at sales under executions or decrees for debts due and owing to the said company: Provided, That lands so purchased under executions and decrees shall be sold by the said company within five years thereafter.

Sec. 17. The said company are hereby authorized and empowered to purchase and deal in grain, cotton, wool, iron-ores, coal, lumber, and other raw material; and to erect, construct, establish, and carry on manufactories of flour, meal, oils, paper, cotton, woollen, flaxen and hempen fabrics; implements of agriculture; castings, rail-way and other iron; steam-engines, locomotive and other railroad cars; and to establish and carry on boat-yards, and the construction of steam and other boats, and the manufacture of rail-way, building, and other lumber; or any or either of the said branches of manufactures and business; and to sell, use, and dispose of such manufactured and constructed articles in such manner as the directors may deem most prudent and beneficial to the interests of the said company.

Sec. 18. That for the purpose of facilitating the operations of the said company, and securing the early application of the said water-power whenever the dam shall have been completed, the said directors are authorized to purchase and put into operation one or more steam-engines, for the sawing of lumber, preparing building materials, and preparation of machinery, if they shall deem it expedient so to do.

Sec. 19. The directors are authorized to insure all or any part of the property of the said company against losses by fire, marine risks, or otherwise, in all cases as natural persons are capable in law to do.

Sec. 20. If it shall so happen that at any time there should be any surplus capital or funds of the said company on hand, and unemployed in their ordinary business and operations, by reason of the States not having the water-power ready for application by the time expected, or by casualties happening to the dam or other water-works, and thereby suspending the operation of the machinery of the company; or by an unvoidable deficiency in the supply of raw materials or operatives, or otherwise, it shall and may be lawful for the said directors to make temporary loans of such unemployed and surplus funds and capital, at not exceeding eight per cent. per

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annum interest, until the same shall be needed in the ordinary manufacturing operations of the company.

Sec. 21. Suit against the said company shall be commenced by summons, and personal service of the same on the president or treasurer of the company, upon the same notice as in cases of suits against individuals; or by leaving an attested copy of such summons, at the usual office of the said company, thirty days before the return day thereof.

Sec. 22. All and any persons trespassing on or injuring the property of the said company shall be liable in the same manner to the said company as in like cases of trespass or injury to property belonging to individuals.

Sec. 23. Nothing in this act shall be so construed as to invest the said company with banking privileges: Provided, That the sale of bills or drafts, drawn or received by the said company for funds or proceeds of the sales of their articles of manufacture and trade in the southern or other markets, shall not be deemed banking privileges within the meaning of this act; but said company may dispose of such bills and drafts in the same manner as individuals may do.

Sec. 24. This act and the corporation created by it shall be in force and exist for the space of thirty years, and no longer.

Sec. 25. This act shall be deemed a public act, and shall be received in evidence for and against the said company, in all courts of judicature, without the necessity of pleading the same.

Approved, March 2, 1839.