Sec.[Section] 1. Be it enacted by the people of the State of Illinois’ represented in the General Assembly, That James Black, Joseph Chaffin, Fred’k Remann, Benjamin Buckmaster, Harvey Lee, John Denton, Joseph T. Eccles, R. K. McLaughlin and N. M. McCurdy, and their associates, successors, and assigns, be, and they are hereby constituted a body politic and corporate by the name and style of “The Fayette Steam Mill Company,” for the more convenient owning and conducting a steam-saw and grist-mill, to be propelled by one or more steam engines, in the county of Fayette; and the transactions of all the usual business of companies engaged in the manufacture of flour, meal and lumber, and the transportation, and vending the same; and the said corporation, by the said name, is declared, and hereby made capable in law, to sue, and be sued, to plead, and be impleaded, to have a common seal, and the same to alter and renew at pleasure; to make rules and by-laws for the regulation and management of the said corporation, consistent with the laws of this State; and generally to do and execute whatever by-law shall appertain to such bodies politic: Provided, That nothing herein contained, shall be considered as conferring on the said corporation any banking privileges, but they shall be exclusively confined to the operations necessary for carrying on the business consequent upon the running and conducting of Steam-mills.

Sec. 2. The said corporation shall have the right to hold, possess, and enjoy, any quantity of land, not exceeding one thousand acres, and the whole amount of capital stock shall not exceed in value twenty thousand dollars, and shall be di-

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vided into two hundred shares of one hundred dollars each; which capital shall be employed in purchasing and holding the lands aforesaid, and in procuring, constructing, employing, and using, buildings, machinery, teams, tools, and utensils and all things necessary and proper for the manufacturing of meal, flour and lumber, and transportation and sale of the same, and the purchase of corn, wheat, timber, and other materials for the successful prosecution of the object of the company. Every member of the company shall have a certificate, under the seal of the corporation, and made and altered, in such manner and form as the by-laws shall prescribe, certifying his property in the share or shares owned by him; and the stock of said company shall, in the nature of personal property, be assignable and transferrable according to such rules as the board of directors shall establish; and no stockholder indebted to the company shall be permitted to make a transfer or receive a dividend, until such debt is discharged, or security given for the same to the satisfaction of the directors.

Sec. 3. For the managing of the affairs of the said corporation, there shall be chosen from the stockholders, seven directors, who shall hold their office for one year, or until superceded by others. Ten days previous notice shall be given in one or more newspapers, published in the town of Vandalia, of the first election for directors, under this act, and there shall be annually thereafter, a like election for directors, in the town of Vandalia. In all such elections for directors, each proprietor of a share in the capital stock shall be entitled to one vote for each and every share held and owned by him, which vote shall be given either by himself in person, or by his proxy duly authorized under seal, and a majority of the shares shall be necessary to a choice of directors, or the transaction of any business which may concern the company and come before the stockholders.

Sec. 4. A majority of the directors shall form a quorum to transact business, and they shall meet within thirty days from the time they shall have been chosen, at Vandalia, and choose by ballot one of their number for President, who shall serve for one year, or until superceded by a new election; and there shall be, annually thereafter, a like election in the town of Vandalia, by the said directors for the time being, of a President for the said corporation. The said directors shall also have power to choose and appoint a Secretary, and Treasurer, and such other officers and agents to conduct and prosecute the business of the said corporation as they shall deem necessary and proper, and prescribe their duties from time to time in such way as said directors may think best. The said directors shall cause to be kept duly recorded in books to be provided and kept for the purpose, minutes of all their proceedings, and regular accounts of all their transactions; as also minutes of the proceedings of the stockholders at each of their meetings,

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which books may at any time be inspected by any of the stockholders.

The said directors shall have power, for good cause, to be spread at large, together with the proof in support thereof, upon the minutes aforesaid, to remove the President from office; they shall have power also to supply any vacancy which may occur in the office of President, or in their own body; and the President or Directors thus chosen shall hold his office until the next succeeding regular annual election for such officer.

Sec. 5. The directors may, from time to time, at any meeting, assess and require payment of such sum of money not exceeding twenty per cent. upon each share of the capital stock, as shall be judged by them necessary for the purposes of the corporation, to be paid into the hands of the Treasurer, and if, after publication of notice in a newspaper, once a week for two months, of the time of payment of any proportion or instalment of said capital stock, if any stockholder shall fail to pay his instalment at the time specified in such notice, the amount paid by such delinquent stockholder, previously, shall be forfeited to the company, and his stock may be sold to any person for such price as may be agreed upon between said company and the purchasers.

Sec. 6. Dividends of the nett profits of the said company shall be made at such time as shall be determined by the stockholders in general meeting, which dividend shall be paid to the person entitled to the same, on demand made ten days after making and declaring such dividend. The declaring and amount of said dividend shall be published once or more in the nearest newspaper.

Sec. 7. The Treasurer of said company, within thirty days after his appointment, shall enter into bonds for the faithful discharge of his duties, in such amount as shall be designated by the Board of Directors, and with such securities as said board may approve; and all money accruing to the company and falling into the hands of said Treasurer shall be by him deposited in the Vandalia branch of the State Bank, to the credit of said company, whenever the same shall exceed one hundred dollars; said money when so deposited shall only be drawn therefrom for the use of said company on a check of the Treasurer, countersigned by the President of the corporation.

Sec. 8. The stock of said company shall be deemed personal estate, and pass as such to the legal representative of each stockholder: Provided, That the real estate which may be held by said corporation shall be sold and conveyed when they may think proper so to dispose of it, according to the forms, and in the manner prescribed by the law conveying real estate; the President of the company making the acknowledgment on behalf of the corporation: And provided, further, That the said corporation, during the period of its existence

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which shall terminate at the expiration of twenty years from the passage of this act, shall not purchase and hold any greater quanty[quantity] of land than one thousand acres.

Approved, January 18, 1840.