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 twenty 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 establish and put in execution such by-laws, ordinances, and regulations as shall, in their opinion, be necessary for the good government of said corporation, and the prudent and efficient management of its officers (affairs.) No by-laws, ordinances, or 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 fifty 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. That said capital stock may hereafter be increased to an amount not exceeding two 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 superintendence 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 sub-

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scription 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 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 building or houses whatsoever, and vessels on the stocks; and also to receive moneys on deposite, and to loan the same on bottomry and respondentia, or otherwise, at such rates of interest, not exceeding eight per cent., as may now be done by the existing laws of this State; and they may also cause themselves to be reinsured against any maritime risk upon which they have made insurance, and upon the interest which they may have in any vessels, goods, or merchandize, 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 (paid) 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 merchandize 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 any judgment at law, or any decree of a court of equity, or otherwise; to take and receive any real estate in payment, or towards satisfaction,

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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. L. Allen Key, John Montague, William H. Roosevelt, J. D. Millon, C. A. Warren, 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 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 incurred by them in executing the duties imposed on them by this act: Provided, however, That if the books for ths 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 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 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 for one year, and until 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

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the direction of such persons as shall be appointed by the directors for the time being for that purpose.

Sec. 15. All elections shall be by ballot, allowing one vote to each share of the capital stock; and the nine persons who shall receive the highest 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 duly elected shall proceed to 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 when any vacancy shall happen 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 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 to each a certificate of his election.

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 time. 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 directors shall be a board competent to the transaction of business; and all questions shall be decided by a majority of votes.

Sec. 18. The president and directors of said company shall, previous to subscribing and 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 anywise suspending, the collection of any debt or debts due said corporation.

Sec. 20. 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. 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 money received and notes taken for

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premiums or risks which shall be undetermined, and outstanding at the time of making 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 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 the 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, 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 every 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 agreeably to the provisions thereof, within three years from the passage of this act.2

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

Sec. 25. 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 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, February 28, 1839.