In force, Feb. [February]27, 1841.
An ACT to incorporate the Cairo City Mills.
1Name & style
Corporate powers.
Sec.[Section] 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That Henry Eckford, Oliver Clark and Henry W. Bissings, and all such persons as shall become subscribers to the stock hereinafter described,
shall be, and they are hereby constituted and declared a body corporate and politic,
by the name and style of the "Cairo City Mills," from and after the passage of this act; and by that name, they and their successors
shall have succession, and shall in law, be capable of suing and being sued, pleading
and being impleaded, in all courts and places whatsoever; may have a common seal alter
and change the same at their pleasure; and they and their successors may also, by
that name and style, be capable in law of contracting and being contracted with, of purchasing, holding
and conveying away real and personal estate, for the uses and purposes of the said
corporation as hereinafter limited.
Further powers.
Sec. 2. The president and directors of said company, hereinafter provided for, shall have power and are hereby authorized to carry on the manufacture of the agricultural
products of the country, to erect mills, machines, works, and such other buildings,
as may be necessary to carry on their business, and enter into all contracts which
may concern the use and management of the property, affairs, and interests of the
said company.
Capital stock
Sec. 3. The capital stock of said company shall consist of one hundred thousand dollars divided into shares of one hundred
dollars each.
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Com’rs[Commissioners] to obtain subscription.
Meeting of stockholders.
Sec. 4. That for the purpose of carrying into effect the objects of this corporation, the persons named in the first section of this act, or either of them, are hereby appointed commissioners to obtain subscriptions to the capital stock of
said company, and may open books for said subscription at such time and places, as they or he
may deem expedient; and when at least five hundred of said shares shall have been
subscribed, and one dollar on each share paid thereon, said commissioners shall within
thirty days thereafter, call a meeting of the stockholders at Cairo, in Alexander county, by a printed notice in some newspaper, of general circulation in this State.
Election of directors.
Sec. 5. That at said meeting the stockholders of said company shall proceed to elect five directors, who shall manage, direct and govern the affairs of said company, one year from the period of said election, and until their successors, who shall
be vested with the same authority, are elected.
Each share entitled to one vote.
Sec. 6. And that at said election each stockholder shall be entitled to give one vote for
each share of stock he may hold, and a majority of all votes given shall be required
to make an election.
Annual election.
Sec. 7. That the period of election shall be annually on the first Monday of the month
in which the first election shall be held, and if it shall so happen that any election does not take place upon the day appointed,
the same may be held on any day thereafter, the acting president giving the notice
thereof required in the first section.
Quorum.
President and other officers.
To give bond.
Sec. 8. That immediately after the directors are chosen as above, they shall hold a meeting,
at which, and all subsequent meetings, a majority shall constitute a quorum; that they shall proceed to the election of
a president from one of their number, a secretary who shall be sworn by a justice of the peace to the faithful discharge
of his duty, and who shall record all the proceedings of the said corporation, under the direction of the said president and directors, in a book to be kept by
him for that purpose; a treasurer who shall give bond to such amount and in such manner as the said president
and directors shall direct, and may appoint such other officers and agents as to them
may seem necessary.
By-laws.
Sec. 9. That the said president and directors shall have power, from time to time to make all such by-laws, rules and regulations, not inconsistent with the Constitution and laws of this State, or of the United States, which may be necessary for the payment or collection of
subscriptions to its stock, and the transfer of the same, the conveyance of property,
the payment and collection of dues, to or from said company, or that in any other way concerns the interest, management, or direction of the
affairs of said company.
Sec. 10. The corporation hereby created shall continue for the term of twenty years.
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Act deemed public.
Sec. 11. This act to be in force from and after its passage, and shall be taken and considered a public act in all courts of record, and also
in all courts of justices of the peace, and shall be beneficially construed.
Cairo foundry works.
Corporate powers.
Com’rs to receive subscription.
Sec. 12. The powers, provisions, rights and immunities, hereby granted by this act to
the Cairo city mills, be, and the same are hereby fully, to all intents and purposes, conferred upon William Bellows, William Hathaway, and Miles A. Gilbert, their associates, successors and assigns, under the style and name of the "Cairo Foundry works," and the said company may carry on the manufacture of iron and other metals; may erect mills, works and
buildings for manufacturing purposes, and may export their manufactures; and the said
William Bellows, William Hathaway and Miles A. Gilbert, or either of them, are hereby appointed commissioners to obtain subscriptions for said stock in the
manner provided in the fourth section of this act, and the first and all subsequent
meetings of said stockholders shall be held at Cairo, in Alexander county.
Powers not conferred.
Proviso
Sec. 13. Nothing contained in this act shall confer on
said corporation, banking powers, or authorize it to issue notes in the similitude of bank notes, to
be used as a circulating medium, as, or in lieu of money: Provided, That the General Assembly of this State may alter, amend or repeal this act, if the public good may require the same.2
Approved, February 27, 1841.
1On December 28, 1840, John S. Hacker introduced SB 74 in the Senate. On December 30, the Senate referred the bill to the Committee on Incorporations.
On January 7, 1841, the Committee on Incorporations reported the bill with several
amendments, in which the Senate concurred. On January 12, the Senate passed the bill
as amended. On January 21, the House of Representatives referred the bill to the Committee on Banks and Corporations. On January 28, the
committee reported the bill with an amendment which made the stockholders liable for
the debts and liabilities of the corporation, which stimulated a fierce debate, and
the House did not vote on the amendment. On January 29, the House returned to the
bill and voted on whether to lay a proposed amendment on the table. The House voted
against the motion to lay the amendment on the table by a vote of 41 yeas to 45 nays,
with Abraham Lincoln not voting. On January 30, the House referred the bill to a select committee. On
February 3, the select committee reported the bill with a substitute amendment for
the Committee on Banks and Corporations’ amendment, and the House concurred in the
amendment. On February 12, the House passed the bill. On February 27, the Senate concurred
in the House’s amended version of the bill. On February 27, the Council of Revision approved the bill and the act became law.
Illinois House Journal. 1840. 12th G. A., 218, 259-60, 293, 295, 296-97, 299, 318, 376, 560; Illinois Senate
Journal. 1840. 12th G. A., 118, 125, 142, 156, 302, 442, 451, 454.
2While deliberating this bill, the House Committee on Banks and Other Corporations
made a decision to insert a “protective provision” in this and all future incorporation
bills. The protective provision made stockholders personally liable, in proportion
to their stock, for the debts and liabilities of the corporation. Representatives
concerned about the proliferation of corporations welcomed this addition, but others
feared it would cripple business and destroy private enterprise.
Illinois State Register (Springfield, IL), 12 February 1841, 1:5-7, 4:1-2.
Printed Document, 3 page(s), Laws of the State of Illinois, Passed by the Twelfth General Assembly (Springfield, IL: William Walters, 1841), 145-47, GA Session 12-2,