§ 4. The company shall have power to ordain and es- By-laws. tablish all such by-laws, rules and regulations and ordinances as they may deem expedient and necessary to carry into effect the provisions of this act, and for the assessment, transfer and assignment of its stock, and the conveyance of property, and the well ordering, regulating and securing the interests and affairs of the company: Provided, the same be not repugnant to the constitution and laws of this state or of the United States.

§ 5. If any person shall wilfully do or cause to be done Penalty. any act or acts whereby any building, structure or work of said corporation, or any engine, machine, or any matter or thing appertaining to the same, shall be stopped, obstructed, impaired, injured or destroyed, the person or persons so offending shall be deemed guilty of a misdemeanor, and shall forfeit and pay to said corporation treble the amount of damages sustained by means of such offence or injury, to be recovered in the name of said corporation, with costs of suit, by action of debt or on the case, as the case may be.

rectors.

meet

§ 6. The annual meeting of the members of said com- Annual pany shall be holden on the first Monday of November of ings. each year, at Cairo, or such other place as the directors for the time being may appoint, at which meeting the directors shall be chosen by ballot, each proprietor being entitled to Election of dias many votes as he holds shares; and either of the two first named individuals in the first section of this act is hereby authorized to call the first meeting of said company, by giving notice in some newspaper published at the place where said meeting is to be held, of the time, place and purpose of said meeting, at least ten days before the

time mentioned in said notice.

§ 7. This act shall be deemed and taken a public act, and as such shall be taken notice of by all courts in this state, without pleading the same, and shall be in force from and after its passage. The legislature of this state re- Right of repeal. serves the right to alter or amend this act, after twenty years, as the public good may require.

APPROVED February 15, 1851.

AN ACT to establish the Union Insurance Company of Illinois.

In force Feb.15, 1851.

Corporation.

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 town of Winchester, Illinois, an insurance company, to be called the "Union Insurance com- Style. pany of Illinois."

Continuance.

Powers.

Capital stock.

To be assignble.

Marine insu

rances.

Loans.

§ 2. All such persons as shall hereafter be stockholders of said company, shall be and they are hereby declared to be a body politic and corporate, by the name and style of the "Union Insurance company of Illinois," and to continue for thirty 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 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.

§3. The said corporation may have and use a common seal, which they may change or break at pleasure, and may also make and establish and put in execution such by-laws, ordinances and regulations as shall, in their opinion, be necessary for the good government of said corporation and the prudent and efficient management of its affairs. No by-laws, ordinances or regulations of the same shall be in anywise contrary to the laws and constitution of this state and of the United States.

§ 4. The capital stock of said company shall be one hundred thousand dollars, to be divided into shares of fifty dollars each, to be paid in such instalments as the directors chosen under this act may from time to time direct, under such penalties as the president and directors may, in their discretion, appoint and order. The said capital stock may hereafter be increased to an amount not exceeding twe hundred thousand dollars, in the discretion of a majority oi the directors of said corporation, to be subscribed for and taken under the direction and superintendence of the direc tors aforesaid, or a majority of the said directors, by any person whomsoever, in the same manner as is provided for the subscription to the original capital stock. The stock of said corporation shall be assignable and transferable, according to such rules as shall be adopted in that behalf by the by-laws and ordinances thereof.

§ 5. The corporation hereby created shall have power and authority to make marine insurances upon vessels, goods and merchandise, freight, moneys, bottomry, respondentia, interest, and upon all marine risks and inland navigation Fire insurance. and transportation, and against all losses by fire of any buildings or houses whatsoever, and vessels, and also to receive moneys on deposit, and to loan the same on bottomry and respondentia, or otherwise, at such rates of interest as now are or may hereafter be allowed by this state, and they may also cause themselves to be insured against any maritime risks upon which they have made insurance, and upon the interest which they may have in any vessels, goods or merchandise, or houses, in virtue of any such loans, whether on bottomry and respondentia or otherwise, on such

terms and conditions as may be agreed upon by the parties, and to fix the premiums and terms of payment.

rance.

§ 6. All policies of insurance by them made shall be Policies of insusubscribed by the president, or in case of his death or absence, by the vice president, 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 president and board of directors.

§ 7. The said corporation shall not take any risk nor Restriction. subscribe and policy by virtue of this act, until one-fourth part of the capital stock thereof shall have been subscribed

and one-half of the subscription actually paid in.

hibited.

§ 8. The said company shall [not,] directly or indirect- Trade in merly, deal or trade in buying or selling any goods, wares or chandise promerchandise 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 or public funds of the United States, or 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 exceeding ten thousand dollars to one individual, on bottomry, bond, mortgage of real estate, or other satisfactory security, at their discretion.

§ 9. The said corporation may purchase and hold such Real estate. real estate as may be deemed necessary for the transaction of its business, and to an amount at any one time not exceeding twenty thousand dollars; and to take and hold any Limitation. real estate, as securities, mortgaged or pledged to the said corporation, to secure the payment of any debt due or that may become due to it, 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 toward 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.

§ 10. William Ross, Henry T. Mudd, E. B. Kirby, Sam- Commissioners. uel D. Lockwood, Alexander McDonald, and David A. Smith, are hereby appointed commissioners for superintending subscriptions to said capital stock; and the said commissioners, or a majority of them, shall open one or more subscription books for said stock, on the first Monday of Subscriptions. May, A. D. 1851, in the towns of Pittsfield, Winchester and Jacksonville; and the sun of two dollars on each share subscribed for shall be paid to said commissioners, at the time of making such subscriptions. 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

Broviso.

Vacancies.

Directors.

First election.

Subsequent elections.

Mode of con

tions.

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 upon them by this act: Provided, however, that if the books for the subscription of stock shall not be opened at the time herein required, the said commissioners may open the books at any time thereafter, upon giving twenty days' notice in one of the newspapers printed in each of the towns of Pittsfield, Winchester, and Jacksonville, of the time and place of opening the same.

§ 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 named, and their doings as such shall be legal.

§ 12. The stock, property and concerns of said incorporation shall be managed and conducted by nine directors, who shall hold their offices for one year 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.

§ 13. The first election of directors under this act shall be held at such time and place as shall be directed by the said commissioners, or a majority of them, who, or a majority thereof, are hereby appointed inspectors of said election; and the persons thus elected as directors shall hold their offices for one year from the date of their election, and until others are elected in their stead.

§ 14. The said directors shall be elected annually thereafter, at such time of the day, and at such place, and under the direction of such persons as a majority of the directors for the time being shall appoint, by a resolution to be enterupon the minutes.

ed

§ 15. All elections shall be by ballot, allowing one vote ducting elec- to each share of the 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; and whenever any vacancy shall happen for the office of president or vice 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

Vacancies.

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 selected, or some one of them; and if through any unavoidable accident said directors should not be chosen on the first Monday, as aforesaid, it shall be lawful to choose them on any other day, in the manner herein provided.

§ 16. The directors, when chosen, shall meet as soon Officers. as may be after every election, and shall choose out of their number a president, who shall be sworn or affirmed faithfully to discharge the duties of the office, and shall preside for one year and until another person shall be chosen in his stead; also a vice president for the same term; they shall have power to appoint a secretary and all subordinate officers and agents of said corporation, and locate such agents at such points as they shall choose, fix their compensation, define their powers, and prescribe their duties, who Compensation. shall give such bond, and in such penal sums, with such Bonds. conditions and with such securities as the directors shall prescribe, and hold their several offices during the pleasure of a majority of said directors.

§ 17. The president and vice president and four of the Quorum. directors shall be a board competent to the transaction of business; and all questions shall be decided by a majority

of votes.

§ 18. The legislature of this state shall never pass any Limitation of law retarding or obstructing or in any wise suspending the power of gencollection of any debt due said corporation.

eral assembly.

$ 19. The expenses incurred by the commissioners, on Expenses. 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 purposes.

§ 20. It shall be the duty of the directors of said com- Dividends. pany, at such times as the by-laws thereof shall prescribe, to make dividends of so much of their interest arising from the capital stock and the forfeits of said company, as to them shall appear advisable; but the money received and notes taken for premiums or risks which shall be undetermined and outstanding at the time of making such dividend shall not be considered as a part of the profits of said company; and in case of any loss or losses, whereby the capital stock of said company shall be lessened, before all the instalments are paid in, each proprietor's or stockholder's estate shall be held accountable for the instalment that may remain unpaid on his share or shares at the time such loss or losses took 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,