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, are hereby constituted and declared a body corporate and politic, by the name of the “Montibello Manufacturing Company,” to be located upon the lower rapids of the Mississippi river, in the county of Hancock, at some point between the north line of the south-east quarter of fractional section twelve, and the north of the creek commonly known by the name of Chancy’s Creek; and by that name they, their successors, and assigns, shall have succession, for and during the term of twenty years, and be capable, in law, to sue and be sued to final judgment and execution, plead and be impleaded, defend and be defended, in all courts and places whatsoever; to make, have and use a common seal, and the same to break, renew or alter at pleasure.

Sec. 2. The said company shall be authorized and empowered to erect, build, put in operation, employ, work or use all kinds of mills and machinery for the manufacturing of flour, lumber and other useful articles, and for these purposes they are hereby authorized to take any quantity of water from the Mississippi river that they may deem necessary, and to build, erect, construct and support in the said Mississipp river, any wing dam, barrier, or other means to use that may be necessary to increase the fall, or to conduct and control so much of the water of the said river as may be required for the purposes of said company: Provided, That no such dam, barrier, or obstruction shall be so built, constructed or placed in said river, as in any way to obstruct or injure the navigation thereof.

Sec. 3. The capital stock of said company shall be ten thousand dollars, divided into one hundred shares of one hundred dollars each, which the stockholders, at a general meeting, and by a vote representing in its majority at least two-thirds of the stock subscribed, may increase to any sum not exceeding one hundred thousand dollars in any form or manner that they may deem proper: Provided, That the amount of debts which the said company 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 natural and private 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. 4. For the purpose of carrying into effect the objects of this corporation, Abram Smith, Cyrus Felt, Enoch D. Brown, Alpheus Kemball, Philemon Frances, Matthew Gray and M. D. Billings, are hereby appointed commissioners to receive subscriptions to the capital stock of said company, and it shall be the duty of said commissioners, or a majority of them, as soon after the passage of this act as may be, to take or adopt such measures, pursue such course for the obtaining of said subscriptions, and for completing the same, as they may deem most expedient and proper; but every subscriber, at the time of subscribing, shall pay to said commissioners the sum of one dollar for each share subscribed.

Sec. 5. The stock, property and concerns of the said corporation, shall be managed and conducted by five directors, who, at the time of their election, shall be stockholders, and shall be chosen annually by ballot, on the day and at the place of holding the annual meetings of said corporation. Said directors shall hold their office for the term of one year from the time of their election, and until their successors are elected; there shall also at the same time and place, for the same term and in the same manner, be chosen a treasurer, who shall possess the same qualifications as a director, shall be sworn to the faithful dischargeof his duty, and shall give bond in such amount and in such manner as the president and directors shall prescribe.

Sec. 6. At all elections and in all other matters wherein a vote of a corporation shall be taken, every stockholder shall be entitled to one vote for each share to the number of ten, and one vote for every five additional shares, which votes may be given in person or by lawful proxy.

Sec. 7. As soon as fifty shares shall be taken, the commissioners shall give at least thirty days notice thereof in one or more newspapers in this State, and appoint in such notice the time and place for such subscribers to meet, for the purpose of choosing directors and treasurer; at the election to be held as aforesaid, the said commissioners, or such of them as may attend, shall be inspectors, and their certificate of the names of the persons elected, shall be conclusive evidence of such election; at the first election held for directors and treasurer, the ballots shall contain the name of the person voted for, the name of the stockholder claiming to vote, and the number of votes he claims to be entitled to; and it shall require a majority of all the votes given to constitute a choice; but all subsequent elections shall, in these respects, be held and conducted as the corporation in their by-laws shall direct.

Sec. 8. The directors when elected as aforesaid, shall immediately proceed to the choice of one of their number for president, who shall be elected for one year, and shall be president of the company for the time being. A majority of the board of directors shall constitute a quorum for doing

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business, and, in the absence of the president, may choose a president pro tempore; and so soon as the said directors shall be elected and enter upon the duties of their office, the commissioners shall deliver over to the said directors all the books containing subscriptions to the capital stock, and account for money received on such subscriptions.

Sec. 9. The president and directors shall appoint a clerk, whose duty it shall be to keep a fair record of the proceedings and transactions of said corporation. The directors may meet at such time and places as they may think proper, may appoint such superintendants and agents as they may deem necessary; employ such workmen and make such contracts as they may deem conducive to the interests of the said corporation.

Sec. 10. It shall be lawful for the directors to require payment of the sums subscribed to the capital stock, at such times and in such proportions, and on such conditions, as they shall deem fit under the penalty of the forfeiture of all previous payments thereon, and shall give notice of the payments thus required, and of the place and time where and when the same are to be paid, at least sixty days previous to the payment of the same, in some public newspaper of this State.

Sec. 11. The said company shall have power to make, ordain and establish all such by-laws, rules and regulations, and ordinances, as they may deem expedient and necessary to accomplish the designs and purposes, and to carry into effect the provisions of this act, and the well-ordering, regulating and securing of the interests and affairs of the company: Provided, The same be not repugnant to the constitution and laws of this State or of the United States.

Sec. 12. The said company shall have power and be capable of holding, purchasing, improving, selling and conveying any estate. real or personal, for the use of said corporation: Provided, That the quantity of real estate held by the said corporation, shall not at any one time exceed six hundred and forty acres.

Sec. 13. The stock shall be deemed personal property, and shall be transferrable by certificate signed by the president, and attested by the treasurer; and all conveyances of real estate, so executed, shall be valid and binding on said corporation; but no such holder indebted to the corporation shall be permitted to make a transfer until such debt be paid or secured to the satisfaction of the directors.

Sec. 14. The company shall at all times keep proper books of accounts, in which shall be registered all the transactions of thecorporation, and the same shall at all times be subject to the inspection of the stockholders; and it shall be the duty of the directors to make annual dividends, or at such other times as a majority of the directors shall direct, of so much of the profits of said company as to them, or a majority of them, shall appear advisable; and the directors, whenever required by a majority of the stockholders, shall exhibit, at a

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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 company.

Sec. 15. A majority of the stockholders, whenever they deem it necessary, may call a special meeting of the company, and provided the regular elections from any cause shall not take place, it shall be lawful for any four of the stockholcers to call a special election by giving notice of the time and place.

Sec. 16. If the said corporation shall not organize and commence their said business within two years from the passage of this act, and expend five thousand dollars in the erection of mills or other machinery suitable to the prosecution of their business, according to the provisions of this act, then this act shall be null and void.