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 city of Chicage, an insurance company, to be called “The Illinois 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 corporate and politic, by the name and style of “The Illinois Insurance Company,” and to continue for thirty years from and after the passage of this act; and, by that name and style, 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, answer and be answered unto, defend and be defended, in all courts and places, and in all matters whatsoever.

Sec. 3. The said corporation may have and use a common seal, which they may alter, change, or break at pleasure; and may also make and establish, and put in execution, such by-laws, ordinances, and regulations, as shall in their opinion be

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necessary, for the good government of said corporation, and the prudent and efficient management of its affairs. No by-laws, ordinances, and regulations of the same shall be in anywise contrary to the constitution and laws of this State 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 five dollars each, to be paid in such instalments as the directors chosen under this act may from time to time direct, under such penalties as the president and directors may in their discretion appoint and order. The stockholders may at any time augment the capital stock of the said company, at any special meeting called for that purpose, a majority of all the votes being given therefor, under such regulations, restrictions, and conditions, as the stockholders shall at such meeting judge proper, to any amount not exceeding five hundred thousand dollars. The stock of said company shall be assignable and transferable, according to such rules as shall be adopted in that behalf by the by-laws and ordinances thereof.

Sec. 5. The corporation hereby created shall have power and authority to make marine insurance, upon vessels, goods, and merchandize, freight, moneys, bottomry, respondentia, interest, and on all marine risks, and inland navigation, and transportation; and against all losses, by fire, of any buildings, or houses, whatsoever; and vessels on the stocks.

Sec. 6. All policies of insurance by them made 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 shall not take any risk, nor subscribe any policy by virtue of this act, until one-half of the capital stock thereof shall have actually been paid in.

Sec. 8. The said company shall not, directly or indirectly, deal or trade in buying or selling any goods, wares, or merchandize, whatsoever; but the president and directors may, at their option, vest the capital stock of said corporation in the capital stock of any incorporated bank, company, or public funds of this State. They shall have power, also, to loan to any individual any portion of their capital stock on bottomry, bond, mortgage of real estate, or other satisfactory security, at their discretion: Provided, They shall not, under any pretence, loan money at a greater rate of interest than is allowed by the laws of this State.

Sec. 9. The said corporation may only purchase and hold such real estate as the directors may deem necessary for the transaction of its business, not exceeding one hundred and sixty acres; and, also, to purchase on sales made by virtue of any judgment at law, or any decree of a court of equity, or otherwise; to take and receive any real estate in payment,

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or towards satisfaction, of any debt previously contracted or due to the said corporation , and to hold the same until they can conveniently and advantageously sell and convert the same into money or other personal property; and to sell and convey said real estate or any part thereof.

Sec. 10 Peter Balles, William Brown, Stephen M. Edgell, George W. Dale, Alexander Furgerson, Alexander Loyd, Alexander Morrison, 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 first Monday of April, in the year of our lord one thousand eight hundred and thirty-nine, in the town of Chicago; and the sum of two dollars on each share subscribed for shall be paid to said commissioners, in specie, or in the notes of specie-paying banks, at the time of making such subscriptions. The books may be closed whenever the whole of said stock shall be subscribed; and whenever a board of directors shall be duly elected, the said commissioners shall deliver over to the said board of directors said books, and shall pay over to said directors the whole amount of money by them, respectively or jointly, received, except so much as shall be retained for the expenses incurred by them in executing the duties imposed on them by this act: Provided, however, That if the books for the subscription of stock shall not be opened at the time herein required, the said commissioners may open the books at any time thereafter, upon giving twenty days’ notice, in all the newspapers printed in Chicago, of the time and place of opening the same.

Sec. 11. In case of the death, resignation, or absence of any of the commissioners named in this act of incorporation, it shall and may be lawful for any three of them to form a quorum, and proceed to business, whose duties shall be the same in the premises as those prescribed to the whole of said commissioners by this act of incorporation named; and their acts as such shall be legal.

Sec. 12. The stock, property, and concerns of said incorporation shall be managed and conducted by nine directors, who shall hold their offices for one year, and until others be chosen and no longer, and shall be holders, respectively, of not less than ten shares of the capital stock of said company.

Sec. 13. The first election of directors under this act shall be held at such time and place, in the town of Chicago, as shall be directed by the said commissioners, or a majority of them, who, or a majority thereof, are hereby appointed inspectors of said election; and the persons thus appointed and elected as directors shall hold their offices until the first Monday in April, in the year of our Lord one thousand eight hundred and forty, and until others are elected in their stead.

Sec. 14. The directors for every subsequent year shall be elected on the first Monday in April in each year, at such time of the day, and at such place within the town of Chicago, and under the direction of such persons as a majority of the directors for the time being shall appoint by a resolution, to be entered on their minutes.

Sec. 15. All elections shall be held and made by such of the stockholders of the said incorporation as shall attend for that purpose, either by person or proxy; which proxies shall be always stockholders, allowing one vote to each share of capital stock; and the nine persons who shall have the greatest number of votes shall be directors; and if, at any election, two or more persons shall have an equal number of votes, so as to leave their election undecided, then the directors who have been elected shall proceed, by ballot and by a plurality, determine which of said persons so having an equal number of votes shall be director or directors, so as to complete the whole number; and whenever any vacancy shall happen for the office of president or vice president, or directors, from death or otherwise, such vacancy shall be filled, for the remainder of the year in which it shall happen, by the directors for the time being, or a majority of them. The said commissioners shall certify, under their hands and seals, the persons elected, and deliver such certificate to the persons selected, or to some one of them; and if, through any unavoidable accident, said directors should not be chosen on the first Monday as aforesaid, it shall be lawful to choose them on any other day in the manner herein provided.

Sec. 16. The directors when chosen shall meet as soon as may be after every election, and shall choose out of their number a president, who shall be sworn, or affirmed, faithfully to discharge the duties of the office, and shall preside for one year, and until another person shall be chosen in his stead; and also a vice president for the same term. They shall have power to appoint a secretary and all subordinate officers of said corporation, fix their compensation, define their powers, and prescribe their duties, who shall give such bond, and in such penal laws, with such conditions, and with such securities, as the directors shall prescribe, and hold their several offices during the pleasure of a majority of said directors.

Sec. 17. The president and such a number of directors as shall be required by the by-laws of said corporation shall constitute a board for the transaction of business.

Sec. 18. The president and directors of said company shall, previous to subscribing any policy, and once in every year, publish, in two of the newspapers of this State, the amount of their capital stock, against what risks they mean to insure, and the largest sum they mean to take on any risk.

Sec. 19. The expenses incurred by the commissioners in executing any duties required by this act shall be paid out of the moneys received by them from the subscribers, out of the capital stock, and may be retained by them for such purposes.

Sec. 20. It shall be the duty of the directors of said company, at such times 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 said company, as to them shall appear advisable; but the money received, and notes taken for premiums or risks which shall be undetermined and outstanding at the time of making such dividends, shall not be considered a part of the profits of said company; and in case of any loss or losses, whereby the capital stock of saidcompany shall be lessened, before all the instalments are paid in, each proprietor or stockholder’s estate shall be held accountable for the instalments that may remain unpaid on his share or shares at the time of such loss or losses taking place; and 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, directors shall lay before the stockholders, at a general meeting, an exact and particular statement of the profits, if any there be, after deducting losses and dividends.

Sec. 21. This act is hereby declared to be a public act.

Sec. 22. This charter shall be void and of no effect, unless the stock shall be subscribed, and the company shall commence operations, agreeably to the provisions thereof, within one year after the passing of this act.

Sec. 23. Nothing in this act contained shall authorize said corporation to issue notes or other evidences of debt, in the similitude of bank notes, to be used as a circulating medium in lieu of money, or to buy bills of exchange.

Sec. 24. That in case of any loss or losses taking place, which shall be equal to the amount of the capital stock of said company, and the president and directors, after knowing of such loss or losses having taken place, shall subscribe to any policy of insurance, their estates, jointly and severally, shall be accountable for any and every loss which shall take place under policies so subscribed; and the estates of stockholders, as aforesaid, shall be liable for any losses equal to the amount of said capital stock subscribed, and not actually paid in, in all cases of losses exceeding the means of said company, whether they consist of stock paid in or profits not divided.

Approved, March 2, 1839.