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In case

Com’rs to re. SEC. 9. John Taylor, Robert Irwin, James Adams, John scriptions

" Williams, S. B. Opdycke, are hereby appointed commission

crs 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 Notice 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 Payment

said board of directors said books, and shall pay over to said board the whole amount of mouey by them respectively or

jointly received, except so much as shall be retained for the Expenses

be re expenses incurred by them in executing the duties imposed tained on them by this act.

Sec. 10. In case of the death, resignation, or absence of ce of va. any of the commissioners named in this act of incorporation, cancy 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 incor

poration, shall be managed and conducted by seven directors who shall be chosen by the stockholders of said compa

ny 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. Annual elec- Sec. 12. The directors for every subsequent year shall be tion

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 reso

lution to be entered on their minutes. Elections by Sec. 13. All elections shall be by ballot, allowing one ballot vote to each share of the capital stock, and the seven per

sons 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 voies so as to leave their election uridecided, 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

w 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 pot be chosen on the first Monday as aforesaid, it shall be lawful to choose them on any other day in the manner herein provided.

Sec. 14. The dircctors, when chosen, shall meet as soon Election of of as may be, after every election, and shall choose out of their ficers 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 du-' ring 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 Stoek, to be shall, previous to subscribing any policy, and once in each pur year, publish in two of the newspapers printed in this State, the amount of their capital stock.

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.

Sec. 18. It shall be the duty of the directors of said com- Dividen 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 na the capital stock of said company shall be lessened before all geg 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 loss

ess and dividends. Ace declared Sec. 19. This act is hereby declared to be a public act, and public shall take effect from and after its passagi:, and shall be lib

erally construed for every purpose herein contained. No banking Sec. 20. Nothing in this aci contained shall confer on power 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. Losses equal Sec. 21. That in case of any loss or losses taking place which to capital shall be equal to the amount of the capital stock of said com. stock

pany, and the president ard 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 pol. icies 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, wheth

er they consist of stock paid in, or profits not divided. To commence Sec. 22. This charter shall be void and of no effect unin 2 years

less 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.

An ACT incorporating the Phønix Insurance Company. In force Feb. 26, 1841.

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 coniameda srule pa:.y, to be known by the name and style of “The Phænix Capital stock.

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.

Sec. 2. Francis C. Sherman, Julius Wadsworth, Norman Comr's

to B. Judd, George Davis, and Francis Howe, or any three of

top Ludo Conca Davis open books.

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 Notice.

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 inspcction 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, Powels. successors and assigns, shall be, and they are hereby declared a body corporate and politic by the name and style of “The Phænix 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 neces. sary 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.

Src. 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,

Insurance on as they may deem proper; and also, to receive moneys on de- lives posite, and to loan the same, and also their surplus or unem. ployed capital, or money, on personal, real or oiher security, at such rates of interest as may now be done under the laws of this Statc, 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.

SEC. 6. The payment of the stock subscribed for shall be Payment of made by the subscribers, respectively, at the time and in the subscriptione. manner following: that is to say, at the time of subscribing theie 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

June in each year, at such time and place in the city of Chi

cago as the board of directors for the time being shall appoint, Term of office, 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 shoulů 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 Election.

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 regu

larly chosen. Quorum.

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 Salaries of the company, with such salaries and allowances as they may officers.

think proper; and also, to appoint a secretary and such clerks and other servants as they may deem expedient; but' all con

tracts, certificates and other instruments in writing, of said

· company, shall be signed by the president and secretary thereContracts, how signed.

of, 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. Sook deemed SEC. 10. The stock of said corporation shall be considerpersonal pro-ed personal property, and shall be assignable and transferable perty, according to such rules and restrictions as the board of direc

tors shall from time to time make and establish. May hold real Sec. 11. The said corporation may purchase, hold, sell, estate. 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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