Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That the persons hereafter to be elected in pursuance of the provisions of this act, and their successors, be and they are hereby created a body politic and corporate, to be styled the “The Trustees of the Payson Academy,” and in that name to remain in perpetual succession, with power to sue and be sued, to plead and be impleaded, to acquire, hold and convey property, real and personal, to have and to use a common seal, to alter the same at pleasure, to make and alter from time to time such by-laws as they may deem necessary for the government and regulation of said institution, and its officers and servants, and property: Provided, Such by-laws be not inconsistent with the Constitution and laws of the United States and of this State.

Sec. 2. The trustees of said institution shall consist of nine stockholders, to be elected by ballot, at the first election, three of whom shall be elected for the term of three years, other three for the term of two years, and the other three for the term of one year, and who shall continue in office until their successors are duly elected; and every year thereafter there shall be an election of three trustees, who shall hold their office for the term of three years, or until others shall be duly elected as their successors, which election shall be held on the first Monday in April, in each and every year, between the hours of ten and four, at some convenient place, to be from time to time ascertained and fixed by the by-laws of the said corporation, until the said academy is fitted for holding elections therein, after which all elections shall be held at such academy; and that any person holding more than one right or share in such academy shall be entitled to one vote for each right or share he or she shall hold in the same.

Sec. 3. The trustees for the time being shall have power to fill all vacancies which may occur in the board from death, removal, resignation or otherwise, in the intervals of the annual election. A majority of the trustees for the time being shall be a quorum to do business.

Sec. 4. The trustees shall meet annually and oftener if they think necessary, in the town of Payson, or at the academy, and shall appoint one of their body a clerk, who shall keep a faithful and correct record of all the proceedings of said trustees, and the said trustees at their annual meeting shall elect a treasurer, who may or may not be one of their body at their selection, who shall before entering upon the duties of his office give a bond with approved security to the board of trustees of Payson academy, in such penal sum as they may require for the due and faithful performance of his duty as treasurer; and in case of the death, removal, or refusal or neglect to serve as treasurer for the time being, the said trustees at any of their meetings may appoint another to fill the vacancy, to remain in office till the expiration of the time during which his predecessor was entitled to serve, and all process against the corporation shall be by summons, and the service of the same shall be by leaving an attested copy thereof with the treasurer, or at his usual place of abode, at least thirty days before the return thereof.

Sec. 5. Said institution shall be located within half a mile of the public square in the town of Payson, county of Adams, and State of Illinois; and the said trustees shall be competent in law or equity to take to themselves and their successors in office, in their said corporate name, any estate, real, or personal, or mixed, by the gift, grant, bargain and sale, conveyance, will, demise or bequest of any person or persons whomsoever; and the same estate, whether real or personal, to grant, bargain, sell, convey, demise, let, place out on interest, or otherwise dispose of, for the use of said in-

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stitution, in such manner as shall seem to them most beneficial to the institution. Said trustees shall faithfully apply all funds collected, or the proceeds, according to their best judgment, in erecting and completing a suitable building or buildings, supporting the necessary officers, instructors, instructresses and servants; and procuring books, maps, charts, globes, philosophical and other apparatus necessary to the success of said academy. Provided, nevertheless, That in case any donation, devise or bequest shall be made for particular purposes, accordant with the design of this institution, and the corporation shall accept the same, every donation, devise or bequest shall be applied in conformity with the express conditions of the donor or devisor.

Sec. 6. The trustees shall have power to appoint a principal for said institution, and to employ all such instructors and instructresses, and also such servants as may be necessary, and shall have power to displace any or either of them, as they may deem the interest of the institution to require, to fill vacancies which may happen by death, resignation or otherwise among said officers and servants.

Sec. 7. The lands within the bounds of the State, held in perpetuity by this corporation, shall not exceed one hundred and sixty acres at one time; and if donations in lands shall be made at any time to said corporation, the same may be received and held in trust by said board of trustees, and shall be sold within ten years from the date of said donation, for the benefit of said institution, in failure whereof the lands so given shall revert to the donor or grantor of the same or to their heirs, and the said board of trustees shall in no case lease or rent out any lands so held for a longer term than nine years from the time of such donation or grant. Whereas the original proprietors of the town of Payson, in their proposals for the sale of town lots, stipulated that twenty percent. of the amount of sales should be appropriated towards the establishment of a seminary of learning in said town, from which a fund has accrued belonging to the institution contemplated in this act of incorporation, which fund at this date amounts to about one thousand three hundred dollars, now therefore:—

Sec. 8. Any person owning a town lot in said town of Payson, that was purchased under the above stipulation shall be considered a stockholder, and entitled to one vote for every original town lot so held and owned; and any person upon the payment of twenty dollars to the treasurer of said institution, shall be considered a stockholder and be entitled to one vote for every share of twenty dollars so paid in, and the treasurer's receipt shall be the certificate of stock, and further to be entitled to such re-imbursement in tuition of the interest of the money so paid in, as shall be adopted by said board of trustees in their ordinances and by-laws from time to time; and that it shall be lawful for each and every stockholder for

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the time being of said institution, his executors, administrators and assigns, to give, sell, devise and dispose of their respective shares in said academy, and that their respective assignees shall be stockholders of said institution and shall be entitled to all the same rights and privileges in said institution as the original stockholders are entitled to by this act. Provided, That a part of a right or share in said academy shall not entitle the proprietor or owner thereof to any privileges whatever in said institution.

Sec. 9. And the said academy when erected and in operation shall be arranged in male and female departments, and shall be open to all denominations of christians, and the profession of any particular religious faith shall not be required of any who may be elected as trustees, or who may be appointed as officers and teachers in said academy, or of those who may become students therein; all persons, however, may be suspended or expelled from said institution by the trustees thereof, whose habits are idle or vicious, or whose moral character is bad, or who refuses to comply with the rules and by-laws of the institution.

Sec. 10. If at any time this corporation shall act contrary to the provisions and intent of this charter, or shall in any manner abuse the powers herein granted, it shall be the duty of the Attorney General to file an information in the nature of a quo warranto, for the purpose of vacating and annulling this act and the powers herein granted. Provided, however, In case the charter is in that event annulled and vacated, the trustees of said institution shall have the power of selling and disposing of all the property, real and personal, for the benefit of the stockholders, the proceeds of which shall by the said trustees be paid over to the owners within three years from the time of such sale and disposition: And provided, also, That in case of neglect or refusal by said trustees to pay over the money as aforesaid within the time aforesaid, the stockholders may institute a suit or suits in law or equity against such jointly who shall be liable to the amount of the real and personal property belonging to said institution and costs of suit.

Sec. 11. That in case it should happen that an election of trustees 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 that it shall be lawful on any other day, to hold and make an election of trustees in such manner as shall have been regulated by the by-laws and ordinances of said corporation.

Approved February 17, 1841.