In force, 8th Jan.[January] 1840.
AN ACT to incorporate the Clinton Steam Mill Company.
1Body corporate
Name and style
Powers
Proviso
Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Thomas Bond, James Wightman, James Thompson and Benjamin Bond, and their associates, successors and assigns, be, and they are hereby constituted a body politic and corporate, by the name and style
of the “Clinton 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 Clinton, and the transaction 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.
Amount of land to be held
Capital stock, how employed
Stock transferable
Stock not to be transferred till debts are paid
Sec. 2. The said corporation shall have the right to hold, possess and enjoy, any quantity of land, not exceeding six hun-
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dred and forty acres, and the whole amount of capital stock shall not exceed the value
thirty thousand dollars, and shall be divided into one hundred shares of three 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 transferable, 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.
Directors, how chosen
Notice of election
How each share may vote
Sec. 3. For the managing of the affairs of the said corporation, there shall be chosen from among the stockholders, four directors, who shall hold
their office for one year, or until superseded by others, ten days previous notice
shall be given, by putting up written notices in five of the most public places in the county of
Clinton, (or by publishing in a public newspaper whenever there shall be one published in
the county of Clinton,) of the first election for directors under this act, and there shall be annually
thereafter, a like election for directors, in the town of Carlyle. 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.
Quorum to do business
President
Annual election
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 Carlyle, and choose by ballot one of their number for President, who shall serve for one year,
or until superseded by a new election; and there shall be annually thereafter, a like election in the town of Carlyle, by the said directors for the time being of a President for the said corporation.
Secretary and Treasurer, & other officers
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.
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Minutes of proceedings to be kept
Officers may be removed
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,
which book 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 office.
Payment of instalments
Failure to pay instalments, shall forfeit previous payments
Stock may be sold
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, or by posting up written notices for the
space of two months by the secretary of the board of the time of payment of any proportion
or instalment of said capital stock, in five of the most public places in the county
of Clinton, if there be no newspaper published in said county. Any stockholder failing to pay his instalment, at the time specified in such notice,
the amount paid by sueh 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 purchaser.
Dividends how made
Declaration of dividends to be published
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 a newspaper,
should there by any printed in the county of Clinton, and should there be no newspaper printed as aforesaid, then for four weeks successively,
by keeping up printed notices in five of the most public places in the county.
Treasurer to give bonds
Sec. 7. The Treasurer of the 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 monies accruing to the
company and falling into the hands of said Treasurer, shall be by him safely kept and disbursed
for the uses of said company as already provided for, and in accordance with the by-laws of said company, not conflicting with any of the provisions of this act.
Proviso
Real estate may be sold
Proviso
Sec. 8. The stock of said company shall be deemed personal estate, and pass as such to the legal representatives of
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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 law for conveying real estate,
the President of the company making the acknowledgment on behalf of the corporation: Provided, also, that the whole amount of real estate purchased by said corporation during its corporate existence shall not exceed six hundred and forty acres.
Term of charter
Sec. 9. Said corporation shall continue, and by the name and style of the “Clinton Steam Mill Company” shall have succession for and during the period of twenty years and no longer.
Approved, January 8, 1840.
1On December 21, 1839, William Gaston introduced SB 25 in the Senate, and the Senate referred the bill to the Committee on the Judiciary. On December
24, the committee reported the bill with an amendment, and the Senate concurred in
the amendment. On December 26, the Senate passed the bill. On December 27, the House of Representatives amended and referred the bill to a select committee. On December 28, the select committee
reported the bill without amendment. On January 2, the House laid the bill on the
table. On January 3, 1840, Abraham Lincoln moved that the bill be taken up, read a third time, and passed. The House then passed
the bill. On January 8, 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 Called Session, Begun and Held at Springfield, December 9, 1839 (Springfield, IL: William Walters, 1839), 92, 94, 98, 119, 125-26; Journal of the Senate of the Eleventh General Assembly of the State of Illinois, at
Their Called Session, Begun and Held in Springfield, December 9, 1839 (Springfield, IL: William Walters, 1839), 3, 55, 58, 85, 90, 95.
Printed Document, 4 page(s), Laws of the State of Illinois, Passed by the Eleventh General Assembly, at their Special Session (Springfield, IL: William Walters, 1840), 41-44, GA Session: 11-S,