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Notice

SEC. 9. John Taylor, Robert Irwin, James Adams, John Williams, S. B. Opdycke, 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 April, in the year of our Lord one thousand eight hundred and forty-one, in the city of Springfield, and such other places as they may think proper, or any other time and place by giving twenty days' notice of the time and place in the newspapers published in the city of Springfield, and the sum 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 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 may be re-expenses incurred by them in executing the duties imposed on them by this act.

Payment

Expenses

tained

cancy

SEC. 10. In case of the death, resignation, or absence of In case of va- 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.

Management

SEC. 11. The stock, property and concerns of said incorporation, shall be managed and conducted by seven directors who shall be chosen by the stockholders of said company under the superintendence of the commissioners or a maTerm of office jority of them, and who shall hold their offices for one year, unless others shall be chosen before the expiration of that time, and who 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.

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SEC. 12. 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 Springfield, 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. 13. All elections shall be by ballot, allowing one vote to each share of the capital stock, and the seven 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

how filled

whenever any vacancy shall happen for the office of presi- Vacancies dent, vice-president or directors, 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, as provided for by this act to superintend elections, shall certify under their hands and seals the persons elected, and deliver such certificates to the persons so elected or to some one of them, Certificates and if through any unavoidable accident said directors shall 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.

ficers

SEC. 14. The directors, when chosen, shall meet as soon Election of ofas 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 is chosen in his stead; and also a vice-president for the time; they shall have power to appoint a secretary and all subordinate officers of said corporation, fix their compensations, define their powers, and prescribe their duties; who shall give such bonds and in such Bonds penal sums, with such conditions and with such securities as the directors shall prescribe, and hold their several offices during the pleasure of a majority of said directors.

SEC. 15. The president or vice-president and four of the directors shall be competent to the transaction of business, and all questions shall be decided by a majority of votes.

SEC. 16. The president and directors of said company Stock to shall, previous to subscribing any policy, and once in each published year, publish in two of the newspapers printed in this State, the amount of their capital stock.

be

SEC. 17. The Legislature of this State shall never pass Collection of any law retarding or obstructing, or in anywise suspend- debts

ing the collection of any debt or debts due said corporation.

ses

SEC. 18. 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 and profits arising from the capital stock of said company as to them shall appear advisable; and in case of any loss or losses whereby In case of losthe capital stock of said company shall be lessened before all instalments are paid in, each proprietor's or stockholder's estate shall be held accountable for the instalments that may remain unpaid on his or her 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, or additional instalments on the capital stock shall be paid said company equal to such diminution; and once in every three years, and oftener if required by a majority of the votes of the stockholders, the directors shall lay before the Profits stockholders at a general meeting an exact and particular

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statement of the profits, if any there be, after deducting lossess and dividends.

SEC. 19. 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. 20. Nothing in this act contained shall confer on said corporation the privilege of issuing notes similar to bank notes for the purpose of a circulating medium; but nothing herein shall be so construed as to prohibit buying and selling bills of exchange.

SEC. 21. 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 estates 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 they consist of stock paid in, or profits not divided.

SEC. 22. This charter shall be void and of no effect unless the stock be subscribed and the company shall commence operations agrecably to the provisions thereof, within two years after the passage of this act.

Approved, February 23, 1841.

In force Feb. 26, 1841.

An ACT incorporating the Phoenix Insurance Company.

SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That there shall be, and hereby is established in the city of Chicago, an insurance comName & style pay, to be known by the name and style of "The Phoenix Insurance Company," with a capital stock of one hundred thousand dollars, which may be increased at the will of the stockholders to any amount not exceeding five hundred thousand dollars, to be subscribed and paid for in the manner hereinafter specified.

Capital stock.

Comr's
open books.

Notice.

SEC. 2. Francis C. Sherman, Julius Wadsworth, Norman to B. Judd, George Davis, and Francis Howe, or any three of them, be, and they are hereby authorized to open books of subscription in said city, for the capital stock of said company at such time and place as they shall think proper, after giving twenty days' notice of the same in either of the public newspapers in said city, said books to be kept open for the space of three days, and until at least one hundred shares shall be subscribed, when the same may be closed, and said subscribers may, after six days' notice being given by said commissioners in manner aforesaid, meet, and under the inspection of said commissioners, choose their directors, who may

at any time, after ten days' public notice given, cause the subscription books to be re-opened and continue open until the whole amount of said stock shall have been taken.

SEC. 3. The subscribers for said stock, their associates, Powers. successors and assigns, shall be, and they are hereby declared a body corporate and politic by the name and style of "The Phoenix Insurance Company," and shall be capable in law of contracting and being contracted with, suing and being sued, pleading and being impleaded, answering and being answered unto, defend and being defended against, in all courts and places whatever, in all manner of actions, suits, complaints and causes.

SEC. 4. The said corporation may have and use a common By-laws. seal, which they may change, alter or break at pleasure; and may also make, establish and put in execution such by-laws, ordinances and regulations as shall, in their opinion, be necessary for the good government and management of the affairs of said corporation, and which are not repugnant to the laws and Constitution of this State or of the United States.

SEC. 5. The corporation hereby created shall have full Marine risks. power and authority to take all marine risks of any and every kind, nature and description, and to make insurance upon inland navigation and transportation and against losses, by fire, of buildings and all other property whatsoever, and to make all kinds of insurances upon lives, and all such other insurances as they may deem proper; and also, to receive money's on de- lives. posite, and to loan the same, and also their surplus or unemployed capital, or money, on personal, real or other security, at such rates of interest as may now be done under the laws

Insurance on

of this State, and to lend money upon respondentia and bot-Capital stock. tomry to companies, corporations, and individuals, upon such security as they shall think proper. They may also cause themselves to be insured or re-insured against all or any risks upon which they may have made insurance; and also, upon all property of every kind, or any interest therein, owned by said company, or held by them as security, and generally to do and perform all necessary matters and things relating to, or connected with these objects or either of them.

of

SEC. 6. The payment of the stock subscribed for shall be Payment made by the subscribers, respectively, at the time and in the subscriptions. manner following: that is to say, at the time of subscribing there shall be paid on each share one dollar, and the balance due upon cach share shall be subject to the call of the directors, under such penalties as the board of directors may ap point and order, and shall be secured to be paid on demand by approved notes, hypothecated stocks, mortgages on real estate or other satisfactory security.

SEC. 7. The stock and affairs of said company or corpo- Management, ration aforesaid, shall be managed and conducted by five directors, who shall be stockholders of said corporation, they shall, after the first year, be elected on the first Tuesday in

Term of office.

Election.

Quorum.

Salaries officers.

Contracts, how signed.

June in each year, at such time and place in the city of Chicago as the board of directors for the time being shall appoint, and shall hold their offices for one year and until others shall be chosen to supply their places, and no longer. Ten days' public notice of said election shall be previously given, and the election shall be held under the inspection of three stockholders to be previously appointed by the board of directors for that purpose, and shall be made by ballot by plurality of the stock represented, allowing one vote for every share, and stockholders not personally present may vote by proxy, made in writing directly to the person representing them at such election. In case that it shall happen at any time that an election of directors 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 it shall and may be lawful on any other day to make and hold an election of directors in such manner as shall be regulated by the by-laws and ordinances of the company.

SEC. 8. The directors of said company shall, as soon as may be after their election in each year, proceed to choose out of their body one person to be president, who shall preside until the next annual election thereafter; and in case of the death or resignation of the president or any director the vacancy may be filled by the board of directors, and in case of the absence of the president the board of directors shall have power to appoint a president pro tempore, who shall have all the powers and perform all the duties of the president regularly chosen.

SEC. 9. The directors may, by the ordinances or by-laws of said company, order what number of directors shall contitute a board and be competent for the transaction of the business of the corporation, and they shall have power (subject to said by-laws) to appoint from their own body one or more persons to act and assist in the performance of the business of of the company, with such salaries and allowances as they may think proper; and also, to appoint a secretary and such clerks and other servants as they may deem expedient; but all contracts, certificates and other instruments in writing, of said company, shall be signed by the president and secretary thereof, or either of them as may be provided by the by-laws of said company, and they shall have power to declare and make dividends of the profits arising from the business of said corporation.

Stock deemed

SEC. 10. The stock of said corporation shall be considerpersonal pro- ed personal property, and shall be assignable and transferable according to such rules and restrictions as the board of directors shall from time to time make and establish.

perty.

May hold real

estate.

SEC. 11. The said corporation may purchase, hold, sell, and convey at their pleasure all such real estate as may be deemed necessary for the transaction of its business, not exceeding at any one time twenty thousand dollars, and to take

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