Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Elias Hibbard, Enoch Long, Benjamin F. Long, David S. Dodge, Henry C. Caswell, Richard R Randle, Aaron, Trabue, Peter W. Randle, Pardon T. Tuthill, Zephaniah Lowe, and their associates and successors, be, and they are hereby, constituted a body politic and corporate, under the name of “The Upper Alton Manufacturing Company,” to be located in the town of Upper Alton, Madison county; and by that name shall have power to contract and be contracted with, sue and be sued, plead and be impleaded, answer and be answered unto, in all courts having competent jurisdiction; and shall be vested with all

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the powers and privileges necessary to the object of their incorporation.

Sec. 2. The said company shall have power to carry on the manufacture of hemp and silk goods, sugar and lumber, and to erect such mills, machine-shops, and other buildings as may be necessary for that purpose.

Sec. 3. The real estate owned by the said company, over and above the lots of land on which their buildings are erected, shall not exceed six hundred and forty acres, except such as may be held as 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 the said corporation for a longer period than seven years, under the penalty of a forfeiture thereof to the people of this State.

Sec. 4. The capital stock of said company shall be one hundred and fifty thousand dollars, with power to increase the same, at the pleasure of said company, to any sum not exceeding five hundred thousand dollars; which capital stock shall be divided into shares of one hundred dollars each: Provided, That the total amount of debt which 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 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: Provided, also, That any director, who shall protest in writing against such improper administration, shall not be held responsible for such excess of debt in his natural and private capacity.

Sec. 5. Subscription to the capital stock of said corporation shall be opened under the direction of the directors hereafter named; and, if more than one hundred and fifty thousand dollars shall be subscribed, they shall distribute the stock among the several subscribers in such manner as they shall deem most conducive to the interest of said corporation. And it shall be the duty of the directors for the time being to call for and demand of the stockholders, respectively, all sums of money by them subscribed at such times and in such proportions as they shall see fit, under the penalty of the forfeiture of their shares, and previous payment made thereon, to the said corporation, always giving thirty days’ notice in a newspaper printed in or nearest to said town.

Sec. 6. The stock, property, and concerns of the said corporation, shall be managed and conducted by seven directors, who shall all be citizens of Madison county, and shall, at the time of their election, be holders, respectively, of not less than ten shares of the capital stock of said company. Said directors shall be chosen annually, on the first Monday in June, by the stockholders or their proxies, which shall be

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by ballot. Each share of the capital stock shall be entitled to one vote; and the seven persons receiving the greatest number of votes shall be deemed duly elected to fill their places. The directors so chosen, or the major part of them, shall constitute a board and be competent to the transaction of business; and may, 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 and agent, (each of whom shall be elected by a majority of the directors so chosen;) and shall also regulate the duties of their agents, 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 directors shall prescribe. And the said directors shall have power to fill all vacancies in their own body occasioned by death or otherwise, during their administration, and to appoint such other officers, agents, and clerks, as may be necessary for carrying on the business of said corporation; who shall give such bond and security for the faithful performance of their trusts as the nature of their duties shall require.

Sec. 7. Elias Hibbard, Benjamin F. Long, Henry C. Caswell, Enoch Long, Peter W. Randle, Pardon T. Tuthill, David S. Dodge, shall be directors from the time this act takes effect and until others are elected in their stead. Four weeks’ previous notice of an election, after the first, shall be given of the time and place of holding such elections, by publishing such notice once in each week, for four weeks immediately preceding such election, in a newspaper printed in or near the said town; and such election shall be holden under the inspection of the directors.

Sec. 8. If the whole amount of the capital stock of said company shall not be subscribed within sixty days after the books are opened, the directors shall take such measures for completing such subscriptions as they may deem expedient; and when twenty thousand dollars of said stock shall be subscribed, said company shall have power to proceed to erect such shops and manufactories as they may deem proper. Every subscriber shall, at the time of subscribing, pay to the directors the sum of one dollar on each share subscribed.

Sec. 9. The company shall at all times keep proper books of accounts, in which shall be registered all the transactions 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 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 said directors, whenever required by a majority of the stockholders, shall exhibit, at a general meeting, a full and perfect statement of the debts

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and credits, and all such other matters as may deemed essential, relating to the affairs of the company.

Sec. 10. A majority of the stockholders, whenever they deem it necessary, may call a special meeting of the company; and provided the regular election, from any cause, shall not take place at the time herein provided for, it shall be lawful for any two of the stockholders to call a special election, giving notice of the time and place as herein provided.

Sec. 11. The stock not disposed of by the directors in the manner hereinbefore named, shall and may be issued, by the directors for the time being, according to the by-laws and regulations that may be adopted by the said company.

Sec. 12. The stock of said company shall be deemed personal property, and assignable and transferable on the books of the corporation; but no stockholders, indebted to the corporation, shall be permitted to make a transfer until such debt be paid, or secured to be paid, to the satisfaction of the directors.

Sec. 13. Nothing in this act shall be so construed as to invest said company with any banking powers, or to authorize them to make, emit, or utter any bills of credit, bank notes, promissory notes, or other thing to be used as a circulating medium, as and in lieu of money.

Sec. 14. This act shall take effect from the time of its passage, and continue in force for the period of twenty years thereafter.

Approved, February 15, 1839.