An Act to incorporate the Phoenix Insurance Company

Be it enacted by the people of the state of Illinois represented in the General Assembly as follows viz:

^Section. 1
Be it Enacted by the people of the state of Illinois represented in the General Assembly, That,^

Sec. 1^st. There shall be and hereby is established in the city of Chicago an insurance company to be known by the name and style of “The Phoenix Insurance Company” with a capital stock of One hundred thousand dollars which may be increased at the will of the stockholders to any amount not exceeding Five hundred thousand dollars to be subscribed and paid for in the manner hereinafter specified

Sec.[Section] 2^d Francis C. Sherman, Julius Wadsworth Norman B. Judd, George Davis and Francis Howe or any three of them be and they are hereby authorized to open books of subscription in said city for the capital stock of said company at such time and place as they shall think proper after giving twenty days notice of the same in either of the public news papers in said city said books to ^be^ kept open for the space of three days and until at least One hundred shares shall be subscribed; when the same may be closed and said subscribers may after six days notice being given by said commissioners in manner aforesaid meet and under the inspection of said commissioners choose their directors who may at any time after ten days public notice given cause the subscription books to be reopened and continue open until the whole

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amount of said stock shall have been taken

Sec. 3^d The subscribers for said stock their associates successors and assigns shall be and they are hereby declared a body corporate and politic by the name and style of “The Phoenix Insurance Company” shall have perpetual succession and shall be capable in law of contracting and being contracted with, sueing and being sued, pleading and being impleaded[,] answering and being answered unto, defending and being defended against in all courts and places whatever in all manner of actions[,] suits[,] complaints and causes

Sec. 4^th The said corporation may have and use a common seal which they may change alter or break at pleasure and may also make, establish and put in execution such bye-laws, ordinances and regulations as shall in their opinion be necessary for the good government and management of the affairs of said corporation and which are not repugnant to the laws and constitution of this state or of the United States

Sec. 5. The corporation hereby created shall have full power and authority to take all marine risks of any and every kind[,] nature and description and to make insurance upon inland navigation and transportation and against losses by fire of buildings and all other property whatsoever and to make all kinds of insurances upon lives and

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all such other insurances as they may deem proper; and also to receive monies on deposit and to loan the ^same^ and also their surplus or unemployed capital or money on personal, real or other security at such rates of interest as may now be done under the laws of this state and to lend money upon respondentia and bottomry, to companies[,] corporations and individuals upon such security as they shall think proper they may also cause themselves to be insured or reinsured against all or any risks upon which they may have made insurance and also upon all property of every kind or any interest therein owned by said company or held by them as security and generally to do and perform all necessary matters and things relating to or connected with these objects ^or either of them^

Sec. 6. The payment of the stock subscribed for shall be made by the subscribers respectively at the time and in the manner following that is to say, at the time of subscribing there shall be paid on each share one dollar and the balance due upon each share shall be subject to the call of the Directors under such penalties as the board of Directors may appoint and order and shall be secured to be paid on demand by approved notes, hypothecated stocks[,] mortgages or real estate or other satisfactory security

Sec. 7. The stock and affairs of said company or corporation aforesaid shall be managed and conducted by five directors who shall be stockholders in1 said corporation [...?] [...?] [...?] [...?]

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[...?] [...?]. They shall after the first year be elected on the first teusday in June in each year at such time and place in the city of Chicago as the board of directors for the time being shall appoint and shall hold their offices for one year and until others shall be chosen to supply their places and no longer. Ten days public notice of such election shall be previously given and the election shall be held under the inspection of three stockholders to be previously appointed by the board of directors for that purpose, and shall be made by ballot by plurality of the stock represented allowing one vote for every share, and stockholders not personally present may vote by proxy made in writing directly to the person representing them at such election. In case that it should happen at any time that an election of directors should2 not be made on any day when pursuant to this act it ought to have been made the said corporation shall not for that cause be deemed to be dissolved but it shall and may be lawful on any other day to make and hold an election of directors in such manner as shall be regulated by the bye-laws and ordinances of the company

Sec. 8 The directors of said company shall as soon as may be after their election in each year proceed to choose out of their body one person to be president who shall preside until the next annual election thereafter and in case of the death or resignation of the President or any Director the vacancy may be filled by the

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board of directors and in case of the abscence of the President the board of directors shall have power to appoint a president pro tempore who shall have all the powers and perform all the duties of the President regularly chosen

Sec. 9. The directors may by the ordinances or bye-laws of said company porder what number of directors shall constitute a board and be competent for the transaction of the business of the corporation and they shall have power (subject to said bye-laws) to appoint from their own body one or more persons to act or assist in the performance of the business of the company with such salaries and allowances as they may think proper and also to appoint a secretary and such clerks and other servants as they may deem expedient, but all contracts[,] certificates and other instruments in writing of said company shall be signed by the President and Secretary thereof or either of them as may be provided by the bye-laws of said company, and they shall ^have^ power to declare and make dividends of the profits arising from the business of said corporation

Sec. 10 The stock of said corporation shall be considered personal property and shall be assignable and transferable according to such rules and restrictions as the board of directors shall from time to time make and establish

Sec. 11. The said corporation may purchase[,] hold[,] sell and convey at their pleasure all such real estate as may ^be^ deemed necessary for the transaction of its business not exceeding at any one time twenty thousand dollars: And to take and hold any real estate mortgaged or pledged as securety for the payment of any debt due or that may become due to it and also to purchase on sale in virtue of any Judgment at law or any decree of a court of Equity or otherwise to take and receive any real estate or other property in payment or towards satisfaction of any debt previously due to said corporation and to hold the same until they can conveniently and advantageously sell and convert the same into money or other property

Sec. 12. That said corporation shall have full power and authority to deposit any portion of their unemployed capital or other funds at any time in their possession with any corporation[,] company or individual in any sections of the United States and to use the same as they may think proper in order to facilitate exchanges and to do and perform all such acts and things as may be requisite in all such transactions and for the best interest of said corporation

Sec. 13. The expenses incured by the commissioners in executing any duties required by this act shall be paid out of monies received by them of the Subscribers to the capital stock and may be retained by them

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for such purposes and the balance so received shall be paid over to the Directors after they shall have been chosen

Sec. 14. All policies of insurance by them made shall be subscribed by the President or in case of his death or abscence by such other person as may be authorized, and countersigned and sealed by the secretary of said company and all losses arising under any policy so subscribed and sealed may be adjusted and settled by the board of Directors or such other person or persons as said board may appoint for such purpose

Sec. 15. In case of any loss or losses whereby the capital stock of said company may be lessened before all the instalments are paid in each proprietor or stockholder’s estate shall be held accountable for the instalments that may remain unpaid on his share or shares at the time of such loss or losses taking place and no subsequent dividend shall be made until the sum arising from the profits of the business or by advance of the stockholders to make good said capital stock shall have been added thereto

Sec. 16. If a greater number shares shall be subscribed for than is contemplated in the second section of this act the same shall be apportioned amongst the subscribers in such equitable manner as the said commissioners shall appoint Provided such subscriptions take place before the election of

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Directors and if after their election then the same shall be apportioned by said directors

Sec. 17. This act shall be and hereby is declared to be a public act and the same shall be construed liberally for the beneficial purposes herein [intended?] granted. And the corporation hereby created shall take effect and be in force from and after the passage thereof and shall continue in force for the term of sixty years and no longer

Sec. 18. Notwithstanding the expiration of the time for which the said corporation is created it shall be lawful to use the corporate name[,] style and capacity for the final settlement and liquidation of the affairs and accounts of the said corporation in all cases and for the sale and disposition of their estate real or personal