Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That all such persons as shall become subscribers to the stock hereinafter described shall be, and they are hereby, constituted and declared a body politic and corporate, by the name and style of “The Wapello Manufacturing Company,” from and after the passing of this act; and, by that name, they and their successors shall have succession for twenty-five years; and shall, in law, be capable of suing and being sued, pleading and being impleaded, in all courts and places whatsoever; may have a common seal, alter and change the same at pleasure; and they and their successors may also, by that name and style, be capable, in law, of purchasing, holding, and conveying away such real and personal estate as may be necessary for the purposes and objects of this act, as hereinafter limited and set forth: Provided such real estate shall not exceed six hundred and forty acres of land, with the buildings and improvements thereon created for carrying on the business of said company; which land shall be exclusive of such as may be held for collateral security for debts bona fide owed to the said corporation, or may become the property thereof by virtue of 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 the forfeiture thereof to the people of this State.

Sec. 2. The president and directors of said corporation hereinafter provided for shall have power, and are hereby authorized, to carry on the manufacture of flour, lumber, lead, woollen and cotton goods, and to carry on all kinds of mechanical and manufacturing business; to erect mills, furnaces, and machine shops, at and near the falls of Apple river, in the town of Wapello, Jo Daviess county, necessary for carrying on the manufactures aforesaid; to give and receive promissory notes; and to do and perform all necessary acts as natural persons.

Sec. 3. The capital stock of said company shall be one hundred thousand dollars, with power to increase the same, at the pleasure of the company, to any sum not exceeding two hundred thousand dollars; which capital stock shall be divided into shares of fifty dollars each, to be paid in instalments under the direction of the board of directors, subject to such forfeitures as the board of directors shall prescribe.

Sec. 4. That for the purpose of carrying into effect the object of this incorporation, James Armstrong, William Craig, Germanicus Kent, Daniel H. Whitney, John Atchison, Daniel Wann, Marshall Pierce, William B. Gass, Charles Oakley, M. M. Rawlings, and James Craig, are hereby appointed commissioners to obtain subscriptions to the capital stock of said company; and said commissioners, or a majority of them,

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after giving general notice thereof in some newspaper printed in the town of Galena, may open books, for the subscription of said stock, at such time and places as they may direct, and keep the same open until at least two hundred shares of the capital is subscribed. If the requisite number of shares shall not be subscribed within thirty days after the books are opened, said commissioners, or a majority of them, shall take such measures for completing such subscription as they may deem expedient and proper. Every subscriber shall, at the time of subscribing, pay to said commissioners the sum of one dollar on each share subscribed; and when the said subscription is completed, or within sixty days thereafter, said commissioners, or a majority of them, shall call a meeting of the stockholders, at the town of Wapello, by a printed notice in some newspaper of general circulation in Jo Daviess county.

Sec. 5. That at said meeting, the stockholders of said company shall proceed to elect, by ballot, five directors, (each share shall give one vote) who, at the time of their election, be holders, respectively, of not less than twelve shares of the capital stock of said company, and directors shall be annually chosen thereafter by the stockholders or their proxies; and the five persons receiving the highest number of votes shall be duly elected to hold their offices one year, and until their successors are elected and qualified. The directors so chosen, or a majority of them, shall constitute a board, and be competent to the transaction of business, and may, after electing one of their number to preside over the board, from time to time, make and prescribe such by-laws, rules, and regulations relative to the concerns of said corporation, the duties of the president, agent, clerks, and all others by them employed; and shall also appoint a treasurer, who shall give bond to the president and directors, in such amount and in such manner as the said president and directors shall prescribe; and the said president and directors shall have power to appoint all such officers, agents, and clerks, as may be necessary in carrying on the business of the said corporation.

Sec. 6. The said company shall at all times keep proper books, in which shall be registered all the transactions of the board and of the corporation; and the same shall at all times be subject to the inspection of the stockholders; and it shall be the duty of the president and directors to make annual dividends, or at such other times as the board may direct, or so much of the profits of the said corporation as to them shall appear advisable. And the said president and directors, whenever required by a majority of the stockholders, shall exhibit, at a general meeting, a full and perfect statement of the debts and credits, and all such other matters as may be deemed essential, relating to the affairs of the corporation.

Sec. 7. A majority of the stockholders, whenever they deem it necessary, may call a special meeting of the company; and, provided the regular election of directors, from any

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cause, shall not take place at the time herein provided, it shall be lawful for any two of the stockholders to call a special meeting for such election, giving notice of the time as herein provided.

Sec. 8. The stock, not disposed of by the persons appointed to receive subscriptions in the manner herein beforenamed, shall and may be issued, by the directors for the time being, according to such by-laws and regulations as may be adopted by the said board of directors.

Sec. 9. The president and directors are authorized to borrow any sum of money which in their discretion may be deemed necessary, not exceeding the amount of their capital stock, to aid in the construction of said mills, manufacturing establishments, and machinery: Provided, That the total amount of debts which the said corporation shall at any time owe shall not exceed the amount of their capital stock; and, in case of such excess, those under whose administration it shall happen shall be holden for the same in their private and individual capacity; but this shall not be construed to exempt the corporate property of the company from being also liable and chargeable for such excess.

Sec. 10. The stock of the said corporation shall be deemed personal property, and assignable and transferable 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.

Sec. 11. That nothing in this act shall be construed to invest said company with any banking powers, or to authorize them to make, emit, or utter any bills of credit, bank notes, or other thing, to be used as a circulating medium, as and in lieu of money.

Sec. 12. That all such persons as shall become subscribers to the stock hereby created shall be, and they are hereby, constituted and declared a body politic and corporate, by the name and style of “The Rockford Manufacturing Company,” from and after the passage of this act; and, by that name and style, they and their successors shall have succession for twenty-five years, and shall enjoy all the privileges and be governed by all the provisions and prohibitions in this act, so far as the same shall be applicable to carry on a separate and independent company at Rockford, in Winnebago county.

Sec. 13. That John W. Leavitt, George W. Brinckerhoof, Charles Oakley, M. M. Rawlings, James Craig, R. W. Brush, Daniel H. Wheaton, George Haskell, and Germanicus Kent, are hereby appoint commissioners to obtain subscriptions, and to perform all the duties required to put into successful operation the Rockford Manufacturing Company, that

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the commissioners to obtain stock in the Wapello Manufacturing Company are required to perform relative to putting that company into operation.

Approved, March 2, 1839.