Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That 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. 2. 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 newspapers 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

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at any time, after ten days’ public notice given, cause the subscription books to be re-opened and continue open until the whole amount of said stock shall have been taken.

Sec. 3. 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,” and shall be capable in law of contracting and being contracted with, suing and being sued, pleading and being impleaded, answering and being answered unto, defend and being defended against, in all courts and places whatever, in all manner of actions, suits, complaints and causes.

Sec. 4. 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 By-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 all such other insurances as they may deem proper; and also, to receive moneys on deposite, 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 re-insured 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 on 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 of said corporation, they shall, after the first year, be elected on the first Tuesday in

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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 hold their offices for one year and until others shall be chosen to supply their places, and no longer. Ten days’ public notice of said 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 shall happen at any time that an election of directors should 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 by-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 board of directors, and in case of the absence 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 by-laws of said company, order what number of directors shall contitute a board and be competent for the transaction of the business of the corporation, and they shall have power (subject to said by-laws) to appoint from their own body one or more persons to act and 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 by-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

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and hold any real estate mortgaged or pledged as security 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 deposite 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 incurred by the commissioners in executing duties required by this act shall be paid out of moneys received by them of the subscribers to the capital stock, and may be retained by them 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 absence 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 of 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 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 granted, and the corporation hereby created shall take effect and be in force from and after the

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passage thereof, and shall continue in force for the term of twenty 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.

Sec. 19. This act shall not be so construed as to authorize the said company to issue paper as a circulating medium or in any way to exercise banking powers, and any violation of this section shall work a forfeiture of its charter.

Sec. 20. The legislature hereby reserves to itself the right to repeal, alter or amend this charter, if the public good shall require it.

Approved, February 26, 1841.