A Bill for ^1.^ An act to Incorporate “The Galena Trust Company”
1Sec.[Section] 1. Be it enacted by the People of the State of Illinois represented in General Assembly: That Davis Divine ^James Craig^ and such other persons as They May associate with
[...?]
^therein^ and thier successors, be, and they are hereby, constituted a body corporate
and politic and corporate to be known ^x^ by the name of “The Galena Trust Company to be located in the Town of Galena, with a capital of Fifty Thousand dollars, with the privilege of increasing it, to
two 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 Stock holders and subscribers
and thier successors shall be, and hereby are, created a body politic and corporate, with perpetual
succession by the name and style aforesaid, for the period ^x^ of
[...?]
^Twenty^ years from and after the passage of this act, and by that name shall be competent
to contract & be contracted with, to sue & be sued, plead and be impleaded, answer
and be answered unto, defend & be defended, in all courts and places, and in all Matters
Whatsoever, with full power and authority to acquire, hold, possess, use, occupy,
and enjoy, and the same to sell, mortgage, convey, and dispose, of all such real
estate, or personal property, as shall be necessary for the transaction of its business,
or which may be conveyed to said company for the security and 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, or ^
as in any
^ otherwise Whatever, in their favour; and May have and use a common seal, and the same alter, change brake, or renew, at pleasure; and May also Make
in
?] such security as may be agreed on ^; at
[...?]
interest ^
[...?]
^
of [...?]
[...?]
; and may receive Money on interest or otherwise and loan the same
<Page 2>
^2^ ordain, establish, and put in execution such by-laws, ordanances, rules, and regulations as shall be necessary and proper for the good government
of said Company, and the prudent and eficient Management ^of^ affairs: Provided, That no by laws or ordinances, rules, or regulations of said company shall in any wise be contrary to the constitution and laws of this State or of the United States. Said corporation shall have power to make contracts, and to 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
interests and purposes as a natural person; and May vest its funds in stock or May
loan any portion thereof, upon real or personal security
^and take [Section 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 damage on goods, Merchandize, and produce in the course of transportation or otherwise, Whether on land or on
the water, and any vessells
or
boats or boats wherever they May be; to Make all kinds of insurance upon life or lives;
to loan 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,
<Page 3>
^3^ respondentia or otherwise; and generally to do and perform all other necessary matters
and things connected with and proper to promote those objects.
Sec. 3. That it shall be sufficient service of process on the corporation hereby created, to execute the writ or notice on the president or principal clerk;
and such service shall authorize Judgment on proceedings, by default, against the
corporation, in the same manner that Judgements or proceedings are taken by default against individual persons in the execution of
[processes?]
Sec. 4. 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 direction, and control of a board of ^of not less than three, nor more than seven^ directors who shall be stock holders in said corporation; and after the first election, they shall be elected by the stock holders, on the
First Monday in January annually, at such time of day, and at such place in the town
of Galena, 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 Elected; and notice of such election shall be advertised & published over
three weeks next preceeding 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 stock holders held under
the provisions of this act,
<Page 4>
^4.^ each share of said capital stock shall be entitled to one vote; and any stock holder
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 of directors
should not be made on any days when 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.
Sec. 5. 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 abscence, the board shall appoint a
board 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 all such subordinate officers clerks, agents, and servants of said corporation[...?]
fix thier compensation, define thier powers, and prescribe thier duties—Who shall hold thier several offices during the pleasure of the board, under such regulations, restrictions,
and limitations, not inconsistant 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.
<Page 5>
^5. ^ They shall make such bylaws 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 referring thereto, as shall be needful and proper, not contrary
to the provisions of this act. They shall hold stated meetings agreeable to their
own regulations, at such times as the president thereof shall direct, and a majority
of the whole of the directors shall constitute a quorum, and be competant to transact all 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; 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 June in Each year they
shall make such dividends as they may think proper not and shall not impair or in anywise lessen the capital Stock of said company, to be paid to the several Stockholders.
Sec. 6. That all polices of insurance and all other instruments by which the company are made liable for the payment of any sum or Money, or to perform any act, shall
be subscribed by the president, or president pro tempore, or by such other officer or officers as shall be designated for that purpose by
its by laws, and being so signed shall be binding and obligatory on the said corporation without the seal thereof, according to the true intent and meaning thereof; and
all such policies or contracts
<Page 6>
^6^may be entered into, and so signed, and the business of the corporation may be carried on, without the presence of the board of directors ^by the President or^
and such other officers as may be designated by the laws of said company, subject nevertheless to the by-laws[,] ordinances[,] and regulations established by the board of directors.
It shall be the duty of the secretary, or such other officer, as shall, by the by
laws be designated for that purpose, at every annual election or other general meeting
of the stock holders, to lay before them a correct and particular statement of the
conditions and affairs of said company.
Sec. 7. That the stock of said company shall be assignable & 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 & considered personal property.
Sec. 8. That any number of Stock holders, who shall at any time be the owners of a majority
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 have power to remove any and all
officers of the board company and elect others in their places, and shall decide all questions proposed for consideration
by a plurality of votes, and may make and prescribe such by laws[,] ordinances, and regulations, as to them shall appear needful & proper in relation
to the management of the affairs of the company or for the government and direction of the officers thereof.
<Page 7>
^7^Sec. 9. The books for the subscription to the capital Stock of said company shall be opened in the town of Galena, and such other places as may be deemed proper, under the direction of Davis Divine ^James Craig,^ and their associates, Who are hereby appointed commissioners for that purpose, whose
duty it shall be, or
any
two
of them to give notice of the time and place of opening books for subscriptions, in some
newspaper published in Galena, and at such other places as may by them be deemed necessary; 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 commissioner or 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 news paper published in Galena, of the time and place for the stockholders to meet and elect the first board of
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 others are elected.
Sec. 10. 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;
<Page 8>
and it shall be the duty of the directors, before they proceed to make may 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 stock holder shall fail to pay 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
half of the capital stock at present proposed to be put in. All the remaining ballance 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. 11. That when ^the^ 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 vessels or boats whatever,
and wherever they may be, on life or lives, or shall loan any money on bottomry and
respondentia, or shall become the underwriters of any foreign bill of exchange, bond,
note, or obligation, it shall
<Page 9>
^9.^ be lawful to charge such rate or premium or interest as ^x^ may be agreed upon by the parties not Exceeding the rates ^allowed by law.^
Sec. 12. That whenever any property, real or personal, into 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 vender or venders 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 exhonerated.
Sec. 13. 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 days after being
so notified: Provided, there shall have been no violation of the condition, or conditions of the policy
on the part of the insured.
Sec. 14. That the Legislature of this state shall never pass any law retarding, obstructing, staying, protracting, or in any
wise suspending the collection of any debt or debts due the said corporation.
Sec. 15. 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.
<Page 10>
<Page 11>
<Page 12>
[ docketing
]
A Bill for an act to Incorporate “The Galena Trust company”.
[ docketing
]
9
[ docketing
]
21
[ docketing
]
[01]/[31]/[1840]
[01]/[31]/[1840]
Engrossed
[ docketing
]
[01]/[20]/[1840]
[01]/[20]/[1840]
Refd com Jud
[ docketing
]
[01]/[31]/[1840]
[01]/[31]/[1840]
ord to be Eng.
[ docketing
]
32
[ docketing
]
chesti[?] 81
1James Craig introduced HB 159 in the House of Representatives on January 20, 1840. The House referred the bill to the Committee on the Judiciary.
The Committee on the Judiciary reported back the bill on January 31 with an amendment,
in which the House concurred. The House engrossed the bill, but did not read it a
third time.
Journal of the House of Representatives, of the Eleventh General Assembly of the State
of Illinois, at Their Called Session, Begun and Held at Springfield, December 9, 1839 (Springfield, IL: William Walters, 1839), 211, 307, 314.
Handwritten Document, 12 page(s), Folder 151, HB 159, GA Session 11-S, Illinois State Archives (Springfield, IL) ,