In force, Feb.[February] 19, 1839.
AN ACT to incorporate the Chester Insurance Company.
1
Capital stock.
Shares.
Body politic.
Name & style.
Proviso.
Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That there shall be, and hereby is, established, in the town of Chester, an insurance company, with a capital stock of one hundred thousand dollars, to be divided into shares of fifty dollars each, and subscribed and paid for by individuals, companies or corporations, in manner hereinafter specified; which stockholders and subscribers and their successors shall be, and hereby are, created a body politic and corporate, with perpetual succession, by the name and style of “The Chester Insurance Company,” for the period of fifty years from and after the passage of this law, and by that name shall be competent to contract and be contracted with, to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended, in all courts and places, and in all matters whatsoever, with full power an authority to acquire, hold, possess, use, occupy, and enjoy, and the same to sell, convey, and dispose, of all such real estate as shall be necessary for the transaction of its business; or which may be conveyed to said company for the security or in payment of any debt which may become due and owing to the same, or in satisfaction of any judgment of any court of law, or decree of any court of equity, in their favor; and may have and use a common seal and the same alter, change, break, or renew, at pleasure; and may also make, ordain, establish, and put in execution such by-laws, ordinances, rules, and regulations as shall be necessary and proper for the good government of said company, and the prudent and efficient management of its affairs: Provided, That no by-laws, ordinances, rules, or regulations of said company shall in anywise be contrary to the constitution and laws of this State or of the United States. Said corporation shall have power to make contracts, and do and perform any and all acts, in the management and conduct of its business, and in the use of its funds, as fully to all intents and purposes as a natural person; and may vest its funds in stock, or may loan any surplus funds at a rate of interest not exceeding eight per cent. per annum, for a term not exceeding twelve months, and take such security therefor as may be agreed on.

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Sec. 2. That said corporation shall have full power and lawful authority to insure all kinds of property against loss or damage by fire, or any other cause or risk; to make all kinds of insurance against loss or damage on goods, merchandize, and produce in the course of transportation or otherwise, whether on the land or on the water, and any vessels or boats wherever they may be; to make all kinds of insurance upon life or lives; to lend money on bottomry or respondentia; to cause themselves to be insured against any loss or risk they may have incurred in the course of their business, and against any maritime or other risk upon the interest they may have in any vessel, boat, goods, merchandize, or other property, by means of any loan or loans which they may make on mortgage, bottomry, and respondentia; and generally to do and perform all other necessary matters and things connected with and proper to promote those objects.
Capital may be increased.
Sec. 3. That it shall be lawful for a majority of the directors chosen under this act at any time to increase the capital stock to an amount not exceeding two hundred thousand dollars.
Service of process.
Sec. 4. That it shall be sufficient service of process on the corporation hereby created, to execute the writ or notice on the president or secretary; and such service shall authorize judgment on proceedings, by default, against the corporation, in the same manner that judgments or proceedings are taken by default against individual persons on the execution of process.
Board of directors.
Election.
Proviso.
Vote by proxy
Sec. 5. That the real and personal estate, business, property, funds, and prudential concerns of said corporation, and the administration of its affairs, shall be under the management, direction, and control of a board of five directors, who shall be stockholders and citizens of the State of Illinois; and after the first election, they shall be elected by the stockholders, on the first Monday in May annually, at such time of day, and at such place in the town of Chester, as said directors for the time being shall direct. They shall hold their offices for the term of one year, and until their successors shall be chosen; and notice of such election shall be advertised and published for three weeks next preceding the same, and such election shall be by ballot, and a plurality of votes received and counted in public by and under the inspection of three stockholders, not directors at the time, to be previously appointed by the board of directors for that purpose; and at every such election, and all other meetings of the stockholders held under the provisions of this act, each shall be entitled to one vote for each share: Provided, That no stockholder shall be entitled at any time to more than fifty votes; and any stockholder not personally attending such election or other regular meeting of the stockholders, and having a right to vote, may vote by proxy, such proxy being granted to a stockholder present at such election or meeting; and in case it should so happen that an election
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of directors should not be made on any days where by this act it ought to have been made, it shall and may be lawful for said company to make an election for directors on any other day, in such manner as may be provided for by the by-laws and ordinances of said corporation.
Election of president.
Stated meetings.
Questions, how decided.
Sec. 6. That the directors duly chosen under the provisions of this act shall, as soon as may be after the first and every annual election, elect from their own body a president, who shall preside in the board until the next annual election; and in case of his death, resignation, or absence, the board shall appoint a president pro tempore. They shall fill all the vacancies which may occur in their own body during the time for which they were elected, and shall appoint a secretary and all subordinate officers, clerks, agents, and servants of said corporation—fix their compensation, define their powers, and prescribe their duties—who shall hold their several offices during the pleasure of the board, under such regulations restrictions, and limitations, not inconsistent with the provisions of this act and the by-laws, rules, and ordinances of said company, as the directors for the time being shall prescribe. They shall make such by-laws and regulations for their own government, and for the management and disposition of the stock, property, estate, funds, and business of said company, and all matters refering thereto, as shall be needful and proper, not contrary to the provisions of this act and the by-laws, rules, ordinances, and regulations adopted at any regular meeting or meetings of the stockholders. They shall hold stated meetings agreeable to their own regulations, and at such times as the president thereof for the time being shall order and direct, and a majority of the whole number shall constitute a quorum, and be competent to the transaction of business within the scope of their powers and connected with their duty; and all questions before the board shall be decided, viva voce, by a majority of the directors present, any two of whom may require the yeas and nays to be taken on any proposition submitted, and entered in the journal of their proceedings; and no vote shall be reconsidered by a less number than were present and voting when the original vote was taken. They shall, in the first week in December and June annually, make and declare such dividends of the profits resulting from the business as shall not impair or in anywise lessen the capital stock of the same, to be paid to the several stockholders: Provided, That no such dividend shall be paid on any stock that has not been fully paid for, but shall be passed to the credit of such stock as part payment thereof.
Policies of insurance.
Duty of secretary.
Sec. 7. That all policies of insurance which may be made or entered into by said corporation shall be subscribed by the president or president pro tempore, or by such other officer as shall be designated for that purpose by its by-laws and attested by the secretary, and, being so signed and attested, shall be binding and obligatory on the said corporation, without the
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seal thereof, according to the true intent and meaning thereof; and all such policies or contracts may be entered into and so signed and attested, and the business of the corporation may be carried on, without the presence of the board of directors, by the president and secretary, subject, nevertheless, to the by-laws, rules, ordinances, and regulations established by the board of directors. It shall be the duty of the secretary, at every annual election or other general meeting of the stockholders, to lay before them a correct and particular statement of the condition and affairs of said company.
Stock transferable.
Sec. 8. That the stock of said company shall be assignable and transferable on the books of the same, or otherwise, according to such rules and by-laws, and subject to such restrictions and limitations, as may be established by the directors; and all such stock shall be held and considered as personal property.
General meeting.
Sec. 9. That any number of stockholders, who shall at the time be the owners of one-tenth part of the stock sold, shall have power to call a general meeting of the stockholders, by giving two weeks’ notice of the time and place of such meeting; and the stockholders, in person or by proxy, at any such meeting, shall decide all questions proposed for consideration by a plurality of votes, and may make and prescribe such by-laws, ordinances, rules, and regulations as to them shall appear needful and proper in relation to the management of the affairs of (the) company, or for the government and direction of the officers thereof.
Books for subscription, where opened and by whom.
Proviso.
Sec. 10. That books for the subscription to the capital stock of said company shall be opened in the town of Chester, by and under the direction of Francis Swanwick, Gilbert Nettleton, William Rosborough, Francis S. Jones, and Joseph B. Holmes, who are hereby appointed commissioners for that purpose, whose duty it shall be, or any three of them, to give notice of the time and place of opening books for subscriptions, in some newspaper published in this State; and it shall be lawful for any individual, company, or body corporate to subscribe for any number of shares; and such individuals, company, or body corporate shall, at the time of subscribing, pay one dollar on each share so subscribed, (provided said commissioners require such payment;) and it shall be the duty of the commissioners, as soon as five hundred shares are subscribed, to give two weeks’ notice, in some newspaper published in the State, of the time and place for the stockholders to meet and elect the first board of five directors; which election shall in all respects be governed by the provisions of this act for the election of directors; and the board of directors thus elected shall constitute the first board, and shall continue in office until the next annual election: Provided, however, That, should the commissioners appointed under the provisions of this act, or any three of them, deem it expedient, it
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shall be lawful for them, or any three of them, to change the manner and mode of receiving subscriptions for all or any part of said capital stock.
Moneys to be paid over to directors.
Forfeiture of stock.
Proviso.
Sec. 11. That as soon as the board of directors are elected as aforesaid, it shall be the duty of the commissioners to pay over to the said board of directors all moneys that may be in their hands belonging to said company, and deliver over to them all books and papers belonging to the same; and it shall be the duty of the directors, before they proceed to make any policies of insurance, to demand and receive of each stockholder the full amount of the stock by them respectively subscribed, which payment (to) be made either in cash or secured to be made by giving real or personal security to the satisfaction of the directors; and if any stockholder shall fail to make such payment, or give such security as aforesaid, within thirty days after the election for directors, such stockholder shall forfeit to the company the amount paid on such stock at the time of subscribing: Provided, That the said corporation shall not commence business, or grant any policies of insurance, until five hundred shares are subscribed and paid for, or secured to be paid as aforesaid, it being one-fourth of the capital stock. All the remaining balance of the stock shall be offered for sale at such time and place, and on such terms, as the directors for the time being may direct.
Sec. 12. That when said corporation shall have commenced business as aforesaid, and shall grant any policy or policies of insurance on any kind of property, real or personal, against loss or damage by fire, or any other cause, or risk on any goods, merchandize, or produce whatever, on the land or on the water, on any vessel or boats whatever, and whereever they may be, on life or lives, or shall loan any money on bottomry and respondentia, or shall become the underwriters of any foreign or domestic bill of exchange, bond, note, or obligation, it shall be lawful to charge such rate or premium or interest as may be agreed upon by the parties.
Policy may be assigned.
Proviso.
Sec. 13. That whenever any property, real or personal, in which a policy may have been effected, shall be sold during the existence of the policy, it shall be lawful for the vendor or vendors to assign such policy to the vendee or vendees of such property; and such assignee or assignees shall have the full benefit thereof: Provided, That, before any loss happen, notice shall be given said company of said assignment: And provided, That said company, when so notified, shall be at liberty to return a rateable proportion of the premium, and thereupon be exonerated.
Proviso.
Sec. 14. That whenever said corporation shall be notified of any loss sustained or incurred on any policy of insurance granted or issued by the same, it shall be the duty of said corporation to pay the amount so lost or incurred on such policy within sixty day’s after being so notified: Provided there
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shall have been no violation of the condition of the policy on the part of the insured.
Sec. 15. That the Legislature of this State shall never pass any law retarding, obstructing, staying, protracting, or in anywise suspending the collection of any debt or debts due the said corporation.
Public act.
Sec. 16. This act shall be in force from and after its passage, and shall be deemed and taken to be a public act, and shall be construed favorably for every beneficial purpose.
Approved, February 19, 1839.
1On January 3, 1839, Senator Richard B. Servant introduced SB 58 in the Senate. On January 22, the Committee on the Judiciary reported the bill with several amendments. On January 25, the Senate passed the bill. On February 11, the House of Representatives’ Committee on the Judiciary reported the bill with one amendment. The House passed the bill on February 15. On February 19, the Council of Revision approved the bill and the act became law.
Journal of the House of Representatives of the Eleventh General Assembly of the State of Illinois, at Their First Session, Begun and Held in the Town of Vandalia, December 3 1838 (Vandalia, IL: William Walters, 1838), 287, 321, 378, 414, 428; Journal of the Senate of the Eleventh General Assembly of the State of Illinois, at Their First Session, Begun and Held in the Town of Vandalia, December 3, 1838 (Vandalia, IL: William Walters, 1838), 131, 157, 205-206, 225-226, 339, 340, 347-348, 370.

Printed Document, 6 page(s), Laws of the State of Illinois, Passed by the Eleventh General Assembly (Vandalia, IL: William Walters, 1839), 81-86, GA Session: 11-1,