In force, Mar.[March] 1, 1839.
AN ACT to incorporate the Quincy House Company.1
Name & style.
Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That John Tillson, jr., Lucius Kingman, Robert Tillson, Charles Howland, William Munroe, and C. F. Chamberlain, and their associates and successors, be, and are hereby, constituted a body politic and corporate, by the name, style, and description of “The Quincy House Company,” to be located in the town of Quincy, county of Adams, and, by that name, shall have power to contract and be contracted with, and may sue and be sued, plead and be impleaded, answer and be answered unto, in all courts and places where justice is judicially administered; and continue for twenty-five years; to have a common seal, which they may alter and renew at pleasure; and exercise all other incidental powers of a corporate body.
Sec. 2. The said company shall have power and be capable of holding, possessing, purchasing, improving, selling, and conveying any estate, real or personal, for the use of said corporation; second, to improve or erect such buildings as the said company may think proper; third, to convert the Quincy house already erected in the town of Quincy aforesaid, the town lots on which the same is erected, the out-houses and
<Page 2>appurtenances thereunto belonging, into the stock of said company at cost; fourth, to rent, lease, or occupy any or all such lands belonging to said company for such a term of years, at any one time, as may be agreed upon.
Sec. 3. The capital stock of said company shall be one hundred thousand dollars, and shall be made up by adding to the north of the Quincy house aforesaid the town lots on which stand the out-houses and appurtenances, at cost, so as to make that amount; and which shall constitute the capital stock of said company, including also the furniture and implements of every kind and description already purchased, or to be hereafter purchased, for the use and accommodation of said Quincy house aforesaid, and the useful and profitable occupancy thereof. Said stock of one hundred thousand dollars is to be divided into shares of one hundred dollars, each share to be paid in the said Quincy house, lots, out-houses, appurtenances, implements, and furniture, to the amount thereof; and the residue of the shares in cash, one-half at the time of subscribing, and the other half in three months thereafter.
Sec. 4. The said corporation shall have the power of contracting and being contracted with, in all respects, as fully as a natural person, and to provide by its by-laws for the making and executing all such contracts; but deeds of conveyance or other instruments in writing, touching or concerning real estate, shall be signed by the president, countersigned by the secretary, and the corporate seal shall be thereto affixed.
Nine directors to manage concern.
Secretary and treasurer.
Sec. 5. The concerns of said corporation shall be managed by nine directors, at least five of whom shall be citizens of the State of Illinois, and who shall be elected annually by the stockholders or their proxies; which election shall be by ballot; and each share-holder, or his proxy, shall be entitled to give as many votes as he has shares in the stock of said company; and the directors receiving the greatest number of votes shall receive the certificates of the inspectors declaring them duly elected. The directors so chosen, or a majority thereof, shall constitute a board, and be competent for the transaction of all business; and shall and may from time to time make and prescribe such by-laws, rules, and regulations relative to the concerns of said corporation as to them may seem expedient; regulate the duties of the president and secretary, each of whom shall be chosen by a majority of the directors so chosen; and shall also regulate the duties of three inspectors of election to be appointed by said directors; and also the duties of their agents, clerks, and all others by them employed; and the said directors, or a majority of them, shall annually elect a secretary and treasurer to said board, and appoint such other officers, clerks, and agents as they may deem necessary for the carrying on the business of said corporation, with such salaries and allowances as to the said directors shall seem proper: Provided, That such by-laws and
<Page 3>regulations shall not be repugnant to the constitution of the United States or of this State.
Sec. 6. The said board of directors, as aforesaid, shall have power, if they should deem it necessary, to require the treasurer to the board to enter into bond, with securities for the due and faithful performance of the duties of his office as required by law, and agreeably to the by-laws, rules and regulations of such board.
Inspectors of first election
Sec. 7. John Wood, Charles Morton, and Seth C. Sherman shall be commissioners and inspectors of the first election to be held under this act; the duties of whom, or a majority of them, shall be to open books of subscription to the capital stock of said corporation, at any time after the passage of this act, at the “Quincy house” in Quincy, giving, however, ten days’ public notice, in the public papers printed in the town of Quincy, of the day and hour such books will be open for subscription; which said books may be kept open from day to day, and until the time that such stock shall be subscribed and taken: Provided, That if such stock should not all be taken within a reasonable time, but an amount equal to two-thirds thereof, the said company may in that case proceed to the election of directors, and may organize the same in all respects as if the said stock had all been taken; and may, at any subsequent period, receive subscription to the stock until the same is all taken.
Sec. 8. The stock of the 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; and shall be deemed personal property; but no stockholder, indebted to the corporation, shall be permitted to make a transfer until such debt be paid or secured to the satisfaction of the directors.
Books of account.
Sec. 9. The company shall at all times keeps 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 investigation 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 may direct, of so much of the profits of said company as to them, or a majority of them, may seem advisable.
Sec. 10. For the present the persons named in the first section of this act shall be the trustees of said incorporation, and they and their successors in office shall have power to fill all vacancies which may occur in their own body, or any of the offices of said corporation, by death, resignation, or otherwise; and persons appointed to fill any of said vacancies shall hold their office until their successors are duly elected and qualified.
Election of directors.
Sec. 11. The board of directors shall be elected annually, at such time and under such rules and regulations as shall be prescribed by the by-laws and ordinances of said corporation.
Capital stock may be increased.
Lands to be sold.
Day of sale.
Lands forfeited to State.
Sec. 12. The said corporation are hereby authorized and empowered to add to the capital stock of said Quincy House Company, at any time before the first day of January, in the year of our Lord one thousand eight hundred and forty2, all the lands which have heretofore been conveyed to Charles F. Moulton, Daniel Low, David H. Nevins, John N. Gossler, John W. Leavitt, Joseph L. Joseph, Samuel S. Lewis, Amos Binney, James C. Dunn, Lemuel Lamb, Joseph Swift, Charles Atwater, and James B. Danforth, and also to Lemuel Lamb and Thomas Dunlap, purchased of sundry individuals; all which lands are situate in the State of Illinois, and constitute the joint interest of the Illinois Land Company, of which company John Tillson, jr., is the general agent; by issuing additional stock therefor to the number of fifteen thousand shares, of one hundred dollars each share: Provided, That all the lands conveyed to said individuals as aforesaid shall be disposed of at public sale by the company, in the town of Quincy, Adams county, and State of Illinois aforesaid, on or before the first day of October, one thousand eight hundred and forty-six; and that there shall be a public sale of not less than one-seventh of said lands, in each and every year after the present year, at said town of Quincy aforesaid; of which sale in each year sixty days’ public and previous notice shall be given, containing a list of the particular tracts of lands to be sold, the kind of title, and the name or names of such individual or individuals through whom the title has passed until the same became the property of said company, as shall appear by the papers at their office in the town of Quincy; not less than five copies of which shall be deposited with the clerk of the county commissioners’ court of each county, or such county wherein the lands are situated, fifty days previous to the day of sale, describing each tract of land so to be offered for sale lying in each county; and in case of default on the part of said corporation to dispose of all the lands, now belonging to said land company, at their office in the town of Quincy, and State aforesaid, conveyed to the aforesaid persons, and for which the number of fifteen thousand shares of stock, at one hundred dollars each, shall have been issued on or before the first day of October, one thousand eight hundred and forty-six, all of said lands remaining unsold at the time shall become forfeited in the hands of the shareholders, and shall become the property of the State of Illinois, and shall be divided among the several counties thereof according to the population of each county, and be under the control of the county commissioners’ courts of said counties, and appropriated and applied exclusively to the purpose of education in such counties.
If lands are unsold.
Sec. 13. If the lands aforesaid, or any part thereof, shall remain unsold, after having been offered at public sale conformable to the provisions of this act, it shall be lawful for said corporation to sell and dispose of such remaining land, or any
<Page 5>part thereof, by private sale at their office in Quincy: Provided, That said company shall not be compelled to sell any land during the seven years aforesaid at a less price than one dollar and twenty-five cents per acre.
If Illinois Land Company accept provisions of this charter,
acceptance to be filed with Auditor.
Sec. 14. If the said Illinois Land Company shall accept the provisions of this charter, and consent to add their lands to the stock of the “Quincy House Company,” they shall signify their acceptance by an instrument of writing, under the hand and seal of John Tillson, jr., the general agent; which said acceptance shall be filed with the secretary of the board of directors of the Quincy House Company, and by him entered upon the records of said company. Said secretary shall make out and certify a copy of said acceptance, and transmit the same to the Auditor of Public Accounts, to be by him filed and preserved in his office.
Sec. 15. So soon as the said Illinois Land Company shall have signified their acceptance of this charter as provided for in the 14th section of this act, they shall make, execute, and deliver to the Quincy House Company, a deed conveying to said Quincy House Company all lands which said Illinois Land Company shall, at the date of such deed, own in the State of Illinois; which said deed, when duly authenticated, shall be recorded in the recorder’s office of the county of Adams, and it shall not be necessary to record said deed in each one of the counties where any part of said land may lie, nor in any other county than in the aforesaid county of Adams. A list of all the lands contained in said deed of conveyance shall be made out and certified by the recorder of the county of Adams aforesaid, and transmitted to the Auditor of Public Accounts, and by him filed and preserved in his office; after which the said corporation may issue the fifteen thousand shares of additional stock named in the twelfth section of this act to the persons entitled to the same.
When charter to be void.
Sec. 16. After the first day of October, one thousand eight hundred and forty-six, the said corporation shall cease to exist so far as relates to fifteen-sixteenths of its capital stock; and the said corporation are hereby authorized to make their capital only one hundred thousand dollars, it being the original capital of the Quincy House Company, and to issue stock accordingly to the owners thereof; and after the said first day of October, one thousand eight hundred and forty-six, the real estate to be held in fee simple by said Quincy House company shall not exceed one hundred and sixty acres of land in quantity; and said company shall after that time confine its operations exclusively to the management of the said Quincy house, and the business necessarily connected therewith.
Sec. 17. This act is hereby declared a public act, and shall be favorably and benignly construed in all courts and places
<Page 6>where justice is administered, for every beneficial purpose mentioned therein, and shall take effect and be in force from and after its passage.
Approved, March 1, 1839.
1William A. Richardson introduced SB 219 in the Senate on February 13, 1839. The Senate referred the bill to the Committee on the Judiciary. The Committee on the Judiciary reported back the bill on February 19 with amendments, in which the Senate concurred. The Senate passed the bill as amended on February 22. The House of Representatives concurred on February 28 by a vote of 45 yeas to 29 nays, with Abraham Lincoln voting yea. On March 1, 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), 480, 545, 557, 560-61, 573; 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), 324, 349-50, 383, 458, 474, 476-77.
2Supplemental legislation passed the following year changed this to 1841 and made several modifications to the succeeding sections.
Printed Document, 6 page(s), Incorporation Laws of the State of Illinois, Passed by the Eleventh General Assembly (Vandalia, IL: William Walters, 1839), 209-14, GA Session: 11-1,