In force, Feb. [February]27, 1841.
An ACT to incorporate the Louisville Exporting, Importing and Manufacturing Company.
1
Name & style
Corporate powers.
Sec. [Section]1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Isaac Martin, Samuel D. Moore, Abraham Martin, Bazell Davis, Jesse R Sorrells, J. W. Sulivan, and John Ditter, and their associates, successors and assigns, be and they are hereby constituted a body corporate and politic by the name and style of the “Louisville Exporting, Importing and Manufacturing Company,” for the more convenient owning and conducting of a saw and grist mill to be propelled by water or steam engines, in the county of Clay, and the transaction of all the usual business of companies engaged in the manufacture of flour, meal and lumber, and other goods, wares and merchandize, and the transportation of and vending of the same; and the said corporation, by the said name is declared and 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; and
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they shall be exclusively confined to the operations necessary for carrying on the said business.
Land may be held.
Capital stock
Certificates of stock.
Sec. 2. The said corporation shall have the right to hold premises and enjoy any quantity of land not exceeding one thousand acres, and the whole capital stock shall not exceed in value twenty thousand dollars, and shall be divided into two hundred shares of one hundred dollars each, which capital shall be employed in purchasing the lands aforesaid, and in purchasing, constructing, employing and using buildings, machinery, teams, tools, utensils and all things necessary and proper for the manufacturing of meal, flour, lumber, &c. and transportation and sale of the same, and for the purchase of pork, beef, corn, wheat, wares, and merchandize, and groceries, timber and other materials for the successful prosecution of the object intended by the company, and vending the goods, merchandize, and all other produce and commodities of the country, so as more fully to carry on the operations of the said company. Every member of the company shall have a certificate under the seal of the corporation, which shall be 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 in 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.
Election of directors.
Notice.
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 superseded by others. Ten days’ previous notice shall be given in one or more newspapers published in the nearest town of the first election for directors, or shall put up written notices in three of the most public places in the county aforesaid, under this act, and there shall be annually thereafter a like election 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 for the transaction of any business which may concern the company, and come before the stockholders.
Quorum.
Election of president.
Secretary and other officers.
Record of proceedings.
President may be removed.
Vacancies how filled.
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 Louisville, 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 Louisville by the said directors for the time being,
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of 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 promote the business of said corporation as they shall deem necessary and proper, and prescribe their duties from time to time, in any way said directors may think best. The said directors shall cause to bo 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 and directors thus chosen shall hold his (their) office until the next succeeding annual election for such officers.
Instalments.
Forfeiture of stock.
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 deemed by them necessary for the purposes of the corporation, to be paid into the hands of the treasurer, and if after the publication of notice in a newspaper once a week for two months after the time of payment of any proportion or instalment of said capital stock, if any stockholder shall fail to pay his instalment of said capital stock 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 at such price as may be agreed upon between said company and the purchasers.
Dividends
Sec. 6. The dividends of the nett profits of 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. Such declaration and amount of said dividends shall be published once or more by written notices posted up at three of the most public places, or in the nearest public newspaper in said county.
Treasurer to give bond.
Monies how drawn.
Sec. 7. The treasurer of said company within thirty days after the appointment, shall enter into bonds for the faithful discharge of his duty, in such manner 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 kept and placed to the credit of said company. Said money shall only be drawn by order of the clerk, countersigned by the president of the corporation.

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Stock deemed personal estate.
Proviso
Further proviso.
Rights reserved.
Sec. 8. The stock of said company shall be deemed personal estate, and pass as such to the legal representatives of each stockholder: Provided, That the real estate which may be held by said corporation when they may think proper, so to dispose according to the forms and in the manner prescribed by the law conveying real estate. The president of the company, the acknowledgment in behalf of the corporation: And provided further, That the said corporation during the period of its existence which shall terminate at the expiration of twenty years from the passage of this act, shall not purchase and hold any greater quantity of land than one thousand acres, and the Legislature hereby reserves the right to alter, amend and modify said charter when the public good requires it.
Approved, February 27, 1841.
1Peter Green introduced HB 249 in the House of Representatives on February 15, 1841. The House passed the bill on February 20. The Senate concurred on February 27. On February 27, the Council of Revision approved the bill and the act became law.
Journal of the House of Representatives, of the Twelfth General Assembly of the State of Illinois, At Their Second Session, Begun and Held in the City of Springfield, December 7, 1840 (Springfield, IL: William Walters, 1840), 403, 452, 563, 565, 569; Journal of the Senate of the Twelfth General Assembly of the State of Illinois, At Their Second Session, Begun and Held in the City of the Springfield, December 7, 1840 (Springfield, IL: William Walters, 1840), 360-61, 404, 446.

Printed Document, 4 page(s), Laws of the State of Illinois, Passed by the Twelfth General Assembly (Springfield, IL: William Walters, 1841), 147-50, GA Session 12-2,