An Act to incorporate the Warsaw Marine and Fire Insurance Company.

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 Warsaw in the county of Hancock an insurance Company to be called the “Warsaw 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 corporate and politic, by the name and style of the Warsaw Marine and Fire Insurance Company, and to continue for Fifty 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, and 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 and establish, and put in execution , such bye laws, ordinances and regulations; as shall in their opinion be necessary for the good goverment of said Corporation, and the prudent and efficient management of its affairs: no bye laws[,] ordinances or regulations of the same, shall be contrary in any wise 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 fifty dollars each, to be paid

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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. That said capital stock may hereafter be increased to an amount not exceeding five hundred thousand dollars, in the discretion of a majority of the directors of said corporation, to be subscribed for and taken under the direction and superintendance of the president and directors aforesaid, or a majority of said directors, by any person whomsoever, in the same manner as is provided for the subscription of the original capital stock. The stock of said corporation shall be assignable and transferable according to such rules as shall be adopted in that behalf, by the bye laws and ordinances thereof.

Sec 5. The corporation hereby created, shall have power ^[amend?]^ and authority to make marine insurance upon vessels, goods and merchandise, 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, and also to receive monies1 on deposit, and to loan the same on bottomry and respondentia or otherwise, at such rates of interest ^[53?]^ as may now be done by the existing laws of this state, and they may also cause themselves to be reinsured against any maratime risk, upon which they have made insurance, and upon the interest which they may have in any vesels[,] goods or merchandise or houses in virtue of any such loans, whether on bottomry or respondentia, or otherwise, on such terms and conditions as may be agreed upon by the parties, and to fix the premiums and terms of payment.

Sec 6. All policies of insurance by them made, shall be signed 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 board of directors.

Sec 7. The said Company shall not take any risk nor subscribe any policy by virtue of this act, until one fourth part of the capital stock thereof, shall have been actually paid in.

Sec 8. The said Company shall not, directly or indirectly, deal or trade in buying or selling any goods, wares or merchandise whatever, but the president and directors may, at their option, vest the capital stock of said corporation in the capital stock of any incorporated Bank, trust company, or public funds of the United States, or any state in the Union. They shall have power also, to loan to any citizen of this state, any portion of their capital stock, not exceeding ten thousand dollars to one individual, on bottomry, bond, mortgage of real estate, or other satisfactory security, at their discretion.

Sec 9. The said corporation may purchase and hold Such real estate as may be deemed necessary for the transaction of its business, and to an amount at any one time not exceeding twenty thousand dollars, and to take and hold any real estate as securities mortgaged or pledged to the said corporation, to secure the payment of any debt due to it, and also to purchase on sales made by virtue of [all?] any Judgment at law, or any decree of a court of equity, or otherwise; to take and receive any real estate in payment, or

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towards satisfaction of any debt previously contracted or due to the said corporation, and to hold the same until they can conveniently and advantagiously 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. L. Allen Key, John Montague, William H Roosevelt[,] J. D. Mellon, C. A. Warren and Mark Aldrich ^and^ ^John R Wilcox^ 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 day of September in the year of our Lord one thousand Eight hundred and thirty nine, in the town of Warsaw ^and such other place as they may think proper^ and the sum of two dollars on each share subscribed shall be paid to said commissioners, at the time of making such subscriptions. The Books may be closed when 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 board the whole amount of money by them respectively or jointly received, except so much as shall be retained for expenses incured 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 the Warsaw or other ^place where the books shall be opened^ 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 the 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 shall be chosen, and no longer, and shall at the time be citizens of this state, and 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 Warsaw, as shall be directed by said commissioners or a majority of them, who, or a majority of them are hereby appointed inspectors of said election; and the persons thus elected as directors shall hold their offices until the for one year, and until their successors are elected others are elected in their stead.

Sec 14. The directors for every subsequent year, shall be elected at such place in the town of Warsaw, and under the direction of such persons as shall be appointed by the directors for the time being, for that that purpose.

Sec 15. All elections shall be by ballott, allowing one vote to each share of the capital stock, and the nine persons who shall receive the highest number of votes

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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 duly elected shall proceed to ballott, 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 when any vacancy shall hapen for the office of president and vice president, or directors, from death or other cause, such vacancy shall be filled for the remainder of the year in which it shall hapen, 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 to each a certificate of his election.

Sec 16. The directors when chosen, shall meet as soon as may be after evry 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 sums with such conditions, and with such securities as the said directors shall prescribe, and hold their several offices during the pleasure of a majority of said directors.

Sec 17. The president or vice president and four of the directors, shall be a board competent to the transaction of business, and all questions shall be decided by a majority of votes

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shall be decided by a majority of votes.

Sec 18. The president and directors of said company shall previous to subscribing any policy, and once in every year thereafter, publish in two of the newspapers printed in 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 legislature of this state shall never pass any law retarding, or obstructing, or in any wise suspending the Collection of any debt or debts, due said Corporation.

Sec 20. The expenses incured 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 21. It shall be the duty of the directors of said company at such times as the by laws 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 moneys received and notes taken for premiums, or risks which shall be undetermined, and outstanding at the time of makeing such dividends, shall not be considered as part of the profits of said Company and in case of any loss or losses, whereby the Capital Stock of said company shall be lessened, each proprietors or stockholder[’]s estate shall be held accountable for the enstalments 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 the diminution, shall have been added to the capital stock; and once in

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evry three years and oftener if required by a majority of the votes of ^the^ stockholders, the 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 22. This act is hereby declared to be a public Act, and shall take effect from and after its passage, and shall be liberally construed for evry purpose herein Contained.

Sec 23. This charter shall be void and of no effect unless the stock shall be subscribed, and the Company shall commence operations agreeable to the provisions thereof, within within three years from the passage of this act.

Sec 24. Nothing in this act contained shall confer on said Corporation banking powers, or authorise it to issue notes in the similitude of bank notes, to be issued as a circulating medium, in lieu of money.

Sec 25. That in case of any loss or losses takeing 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 taking place having taken place, shall subscribe to any policy of insurance; their estates jointly and severally shall be accountable for any and evry 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