Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That there shall be established in the city of Alton, an insurance company, to be called “The Western Marine and Fire Insurance Company.”

Sec. 2. All such persons as shall hereafter be stockholders of said company shall be, and they are hereby declared to be a body corporate and politic, by the name and style of “The Western Marine and Fire Insurance Company,” and to continue for twenty years from and after the passage of this act, and by that name and style, shall be competent to contract and be contracted with, and to be capable in law and equity to sue and be sued, to plead and be impleaded, answer and be answered unto, defend and be defended, in all courts and places, and in all matters whatsoever.

Sec. 3. That said corporation may have and use a common seal, which they may alter, change, or break at pleasure, and may put in execution such by-laws, ordinances and regulations as shall in their opinion be necessary for the good government of said company, and the prudent and efficient mangement of its affairs; Provided, No by-laws, ordinances, and regulations of said company shall be in anywise contrary to the Constitution and laws of this State, or of the United States.

Sec. 4. The capital stock of said company shall be one hundred thousand dollars, exclusive of premiums, notes and profits arising from the business of said company, and shall be divided into shares of fifty dollars each, to be paid in such instalments as the president and directors, chosen under this act, may from time to time direct; and under such penalties as the said president and directors may in their discretion appoint, order, and prescribe. The said capital stock may hereafter

---

from time to time be increased to an amount not exceeding five hundred thousand dollars, in the discretion of a majority of the board of directors of said incorporation to be subscribed for, and taken under such regulations, restrictions and conditions as the president and directors may prescribe by any person or persons whomsoever, in the same manner as is provided for the subscription to the original capital stock. The stock of said corporation shall be deemed personal property and shall be assignable and transferable according to such rules as shall be prescribed, and adopted in that behalf by the by-laws and ordinances thereof; Provided, No stockholder indebted to said corporation shall be permitted to make any transfer of any stock owned by him in said corporation until such debt be paid or secured to the satisfaction of the directors thereof.

Sec. 5. The corporation hereby created shall have power and authority to make insurance against fire, flood or other destructive elements, on vessels of all descriptions, on freight, moneys, goods and merchandize, bottomry, respondentia, interest and on all marine risks, and inland navigation and transportation, and on any dwelling houses or other buildings, or other property and effects within the United States of America; and also to make insurance on lives by sea or by land, on such terms and conditions as may be agreed upon by the parties, and to fix the premiums and terms of payment for said insurance; and also to receive money on deposite and allow interest therefor, and loan the same on bottomry, respondentia, or otherwise, at such rates of interest as may now be done by the existing laws of this State; and they may also cause themselves to be reinsured against any marine risks upon which they have made insurance, and upon the interest which they may have in any vessels, goods, merchandize, houses, or other buildings, whether on bottomry, respondentia or otherwise, on such terms and conditions as may be agreed upon by the parties.

Sec. 6. All polices of insurance by them made shall be subscribed by the president, or in case of his death or absence, by any two of the directors, and countersigned by the secretary and sealed with the common seal of said corporation, which shall be binding and obligatory on said company, and any losses duly arising under any policy so subscribed and sealed shall be adjusted and settled by the president and board of directors of said company, and shall be binding on said company.

Sec. 7. That said company shall not take any risk or subscribe any policy by virtue of this act, until one-eighth part of the capital stock shall have been actually paid in.

Sec. 8. That said company shall not directly or indirectly deal or trade in buying or selling any goods, wares or merchandize whatever; but the president and directors may, at

---

their option, vest the capital stock of said corporation in the capital stock of any incorporated bank, trust company, public funds of the United States, or in the public funds of any State in the Union. They shall have power also to loan to any citizen of this State, any portion of their capital stock, not ex-exceeding five thousand dollars to any one individual, on bond and mortgage, or on promissory notes and mortgage of real estate, or other satisfactory security, at their discretion, at such rates of interest as may now be allowed by the existing laws of this State.

Sec. 9. The said corporation may purchase and hold such real estate as may be deemed necessary for the transaction 0f business, and to an amount at any one time not exceeding ten thousand dollars, and may take and hold any real estate as security, mortgaged or pledged to said company to secure the payment of any debt due or that may become due to said corporation, and also to purchase on sales made by virtue of any judgment at law, or any decree of a court of equity or otherwise; to take and receive any real estate in payment, or towards satisfaction of any debt previously contracted, or due to the said corporation, and to hold the same until they can conveniently and advantageously sell and convert the same into money, or other personal property, and to sell and convey said real estate, or any part thereof; said conveyance when made to be signed by the president and secretary of the corporation, and to have the common seal of the company attached thereto.

Sec. 10. That Isaac Prickett, William Montgomery, Nathaniel Buckmaster, Benjamin K. Hart, William Martin, John James, James Reynolds, Curtis Blakeman, and John Anderson, are hereby appointed commissioners for procuring subscriptions to said capital stock, and said commissioners shall open one or more subscription books for said stock, on such days and at such places as they shall deem expedient, and shall give at least four weeks’ previous notice in some public newspaper printed in the city of Alton, of the times and places, when and where said subscription books shall be opened; the said subscription books shall be kept open until the whole of the stock shall have been taken; and the sum of two dollars on each share subscribed for, shall be paid to said commissioners in specie, or in the notes of specie paying banks at the time of making such subscription. The books may be closed whenever the whole of said stock shall be subscribed; and whenever a board of directors shall be duly elected, the said commissioners shall deliver over to the said board of directors, said books, and shall pay over to said board the whole amount of money by them respectively or jointly received, except so much as shall be retained for the expenses incurred by them in executing the duties imposed on them by this act; Provided always, That a majority of said commissioners may at any time that they may desire to do so, appoint other per

---

sons to act in conjunction with the commissioners hereby appointed.

Sec. 11. In case of the death, resignation, or absence of any of the commissioners named in this act of incorporation, it shall and may be lawful for any three of them to form a quorum and proceed to business, whose duties shall be the same in the premises as those prescribed to the whole of said commissioners by this act of incorporation named, and their acts as such shall be legal.

Sec. 12. The stock, property, effects, and concerns of said incorporation shall be managed and conducted by nine directors, who shall hold their offices until the first day of May following the time of the first election, and until others shall be chosen, and no longer; and shall at the time of their election, be citizens of this State and holders respectively of not less than ten shares of the capital stock of said company.

Sec. 13. The first election of directors under this act shall be held at such time and place in the city of Alton as shall be directed by the said commissioners, or a majority of them, who, or a majority of whom, are hereby appointed inspectors of said election, and the persons thus elected as directors shall hold their offices until the first day of May following said election, as prescribed in the twelfth section of this act.

Sec. 14. The directors for every subsequent year shall be elected on the first Monday of May in each year, at such time of the day, and at such place within the city of Alton, and under the direction of such persons as a majority of the directors for the time being shall appoint by a resolution to be entered on their minutes.

Sec. 15. All elections shall be by ballot, allowing one vote to each share of capital stock, and the nine persons who shall have the greatest number of votes shall be directors; and if at any election two or more persons shall have an equal number of votes, so as to leave their election undecided, then the directors who have been duly elected, shall proceed by ballot, and by a plurality, determine which of said persons, so having an equal number of votes, shall be director or directors, so as to complete the whole number of directors; and when any vacancy shall happen in the office of president, or director, from death or other cause, such vacancy shall be filled for the remainder of the year in which it shall happen, by the directors for the time being, or a majority of them; the said commissioners shall certify under their hands and seals, the persons elected, and deliver such certificate to the persons elected or to some one of them; and if through any unavoidable accident said directors shall not be chosen on the first Monday of May of each year, as contemplated in the fourteenth section of this act, it shall be lawful to choose them on any other day in the manner therein prescribed.

Sec. 16. The directors when chosen, shall meet as soon as may be after every election, and shall choose out of their

---

number a president, who shall be sworn or affirmed by some officer having authority to administer oaths, faithfully to discharge the duties of the office, and shall preside for one year and until another person shall be chosen in his stead, and each director before entering upon the duties of director shall be sworn or affirmed, faithfully to perform the duties of director, which oath or affirmation shall be subscribed in writing and filed with the secretary, and any violation of said oath shall be declared perjury, and on conviction therefor shall subject the individual so offending to the pains and penalties now provided by law in cases of wilful and corrupt perjury. They shall have power to appoint a secretary and all subordinate officers of said corporation, fix their compensation, define their powers, and prescribe their duties, who shall give such bond, and in such penal sums, with such conditions, and with such securities as the directors shall prescribe, and shall hold their several offices during the pleasure of a majority of the said directors.

Sec. 17. The president and four of the directors, or five of the directors in the absence of the president, shall be a board competent to the transaction of business, and all questions before them shall be decided by a majority of votes.

Sec. 18. The president and directors of said company shall, previous to subscribing any policy, and once in every year after, publish in two of the newspapers printed in this State, the amount of capital stock paid in, and the largest sum they mean to take on any risk.

Sec. 19. The Legislature of this State shall never pass any law retarding or obstructing or in anywise suspending the collection of any debt or debts due to said corporation.

Sec. 20. The expenses incurred by the commissioners in executing any duties required by this act shall be paid out of the moneys received by them from the subscribers out of the capital stock, and may be retained by them for such purpose.

Sec. 21. It shall be the duty of the directors of said company, at such times as the by-laws thereof shall prescribe, to make dividends of so much of their interest from the capital stock, and the profits of said company as to them shall appear advisable; but the money received and the notes taken for premiums, or risks which shall be undetermined and outstanding at the time of making such dividends shall not be considered as part of the profits of said company; and in case of any loss or losses, whereby the capital stock of said companyshall be lessened, before all the instalments are paid in, such proprietors, or stockholders' 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 of said company, equal to such diminution, shall have been added to the capital stock; and

---

once in every three years, or oftener if required by a majority of the votes of the stockholders, the directors shall lay before the stockholders, at a general meeting, an exact and particular statement of the profits, if any there be after deducting losses and dividends.

Sec. 22. This act is hereby declared to be a public act, and shall take effect from and after its passage, and shall be liberally construed for every purpose herein contained.

Sec. 23. That in case of any loss, or losses taking place, which shall be equal to the amount of the capital stock of said company, and the president and directors, after knowing of such loss or losses having taken place, shall subscribe to any policy of insurance, their estate jointly and severally shall be accountable for any and every loss which shall take place under policies so subscribed, and the estates of stockholders as aforesaid, shall be liable for any losses equal to the amount of said capital stock subscribed, and not actually paid in, in all cases of losses exceeding the means of said company, whether this consists of stock paid in or profits not divided.

Sec. 24. That said incorporation, in making loans of any part of their capital stock, as provided in this act, are hereby authorized to receive such interest as may be agreed upon by the parties, in advance, or at the time of making said loans; Provided, The said rate of interest shall not exceed twelve per cent. per annum. 2

Sec. 25. That the capital stock of said company, actually paid in, shall be subject to the same rate of taxation as shall be imposed on other personal property in the State of Illinois.

Sec. 26. This act shall not be so construed as to authorize the said company to issue paper as a circulating medium, or in any way exercise banking powers, and any violation of this section shall work a forfeiture of its charter.

Sec. 27. The legislature hereby reserves to itself the right to repeal, alter, or amend this charter, if the public good shall require it.

Approved, February, 27, 1841.