CHARTER OF 
 
 The Marine C 
 
 OIF 
 
 KCAM/EI) AS 
 
 .A. IR, C H 14, 1836; 
 
 AND KKORGANI/KD A 
 
 The Murine Eompapy of f)hi<eago 5 
 
 APRIL 2, ,M?, 
 
 '"M >KK AC: ! RY 21, l86l. 
 
 CAPITAL STOCK, $1,000,000. 
 
 CHIC A GO . 
 
 1874.
 
 1861. 
 
 An Act to Incorporate the Chicago 
 Jtfarine and Fire Insurance 
 Company. 
 
 SEC. i. Beit enacted by the People of the 
 State of Illinois, represe7ited in the General 
 Assembly, That there shall be established in changjdto 
 
 MarineCom- 
 
 the town of Chicago, an insurance company, J^ by^r- 
 to be called the " Chicago Marine & Fire 
 Insurance Company." 
 
 SEC. 2. All such persons as shall hereaf- 
 ter be stockholders of said Company, shall be, 
 and they are hereby declared to be, a body cor- 
 porate and politic, by the name and style of the 
 Chicago Marine and Fire Insurance Company, 
 and to continue for thirty years from and after 
 the passage of this act, and by that name and Act of 1861. 
 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
 
 ' HAS 
 
 impleaded, answer and he answered unto, 
 defend and be defended, in all courts and 
 places and in all matters whatsoever. 
 
 SEC. 3. The said corporation may have 
 and use a common seal, which they may alter, 
 change or break at pleasure, and mar 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 pru- 
 dent and efficient management of its affairs ; 
 no by-laws, ordinances and regulations of the 
 same shall be in anywise contrary to the con- 
 stitution and laws of this State or of the 
 United States. 
 
 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 installments as the Directors 
 chosen under this act. may from time to time 
 
 direct, under such penalties as the President 
 1861. 
 
 and Directors may in their discretion, ap- 
 
 7 ' point and order. The said capital stock may
 
 MAklNK COMPANY Ol- CHICAGO. 3 
 
 hereafter be increased to an amount not ex- 
 ceeding five hundred thousand dollars, in the 
 discretion of a majority of the Directors of 
 said incorporation, to be subscribed for and 
 taken under the direction and superintendence 
 of the President and Directors aforesaid, or a 
 majority of the said Directors, by any person 
 whomsoever, in the same manner as is pro- 
 vided for the subscription to the original 
 capital stock. The stock of said corporation 
 shall be assignable and transferable accord- 
 ing to such rules as shall be adopted, in that 
 behalf, by the by-laws and ordinances thereof. 
 
 SEC. 5. The corporation hereby created 
 shall have power and authority to make ma- 
 rine insurance upon vessels, goods and mer- 
 chandise, freight-moneys, bottomry, respon- 
 dentia, interest, and all marine risks, and 
 inland navigation and transportation, and 
 against all losses by fire, of any buildings or 
 houses whatsoever, and vessels on the stocks ; 
 (and also to receive moneys on deposit, and 
 
 See Act of 
 
 to loan the same on bottomry and responden- 1861. 
 tia, or otherwise, at such rates of interest as
 
 i HARM K 
 
 in. iv now be done by the existing l;uvs of this 
 State) ; and they may aNo cause themselves 
 to be re-insured against any maritime risks 
 upon which they have made insurance, and 
 upon the interest which they may have in any 
 jls, 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. 
 
 SEC. 6. All policies of insurance by them 
 made shall be subscribed by the President, or, 
 in case of his death or absence, by the Vice- 
 i 'resident, and countersigned and sealed by 
 
 1861. 
 
 the Secretary of said Company; and all losses 
 arising under any policy, so subscribed and 
 d, may be adjusted and settled by the 
 ident and Hoard of Directors. 
 
 ;id corporation shall not 
 take any risk, nor subscribe any policy, by 
 virtue of this act, until one-fourth part of the 
 capital stock thereof shall have been actually 
 paid in.
 
 MARINE COMPANY <>l i UK AGO. 5 
 
 SEC. 8. The said Company shall not, directly 
 or indirectly, deal or trade in buying or sell- 
 ing any goods, wares or merchandise what- 
 ever ; but the President and Directors may, 
 at their option, vest the capital stock of said 
 corporation in the capital stock of any incor- 
 
 See Act of 
 
 porated bank, trust company, or public funds l86z - 
 of the United States, or any State in the 
 the Union. They shall have power also to 
 loan to any citizen of this State any portion 
 of their capital stock, not exceeding ten thou- 
 sand dollars to one individual, on bottomry, 
 bond, mortgage of real estate, or other satis- 
 factory security, at their discretion. 
 
 SEC. 9. The said corporation may pur- 
 chase and hold such 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 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 pur- 
 chase on sale made by virtue of any judg-
 
 
 ment at law, or any decree of a court of 
 equity, or otherwise, to take and receive any 
 real estate in payment, or towards satisfaction 
 of any debt previously contracted, or due to 
 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 con- 
 vey said real estate, or any part thereof. 
 
 10. Peter Pruyne, James Grant, 
 James Whitlock, George W. Dole, and Francis 
 Sherman, are hereby appointed Commission- 
 ers 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 
 <1 Monday of March, in the year of our 
 Lord one thousand eight hundred and thirty- 
 six, in the town of Chicago, and the sum of 
 two dollars on each share subscribed for. shall 
 id to said Commissioners at the time of 
 making such subscriptions. The books may 
 be closed whenever the whole of said stock 
 ibed : and whenever a Board of
 
 MARINE COMPANY OF CHICAGO. 7 
 
 Directors shall be duly elected, the said Com- 
 missioners shall deliver over to the 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 expenses incurred by them in execu- 
 ting the duties imposed on 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 Commis- 
 sioners may open the books at any time there- 
 after, upon giving twenty days' notice in all 
 the newspapers printed in Chicago, of the 
 time and place of opening the same. 
 
 SEC. ii. 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 prem- 
 ises, as those prescribed to the whole of said 
 Commissioners, by this act of incorporation 
 named, and their acts as such shall be legal.
 
 8 CH ' i n v 
 
 SEC. 12. The stock, property and con- 
 cerns of said incorporation, shall be managed 
 and conducted by nine Directors, who shall 
 
 Amended. 
 
 8e i86? f n ld their offices for one year, and until 
 Sec. i. 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. 
 
 SEC. 13. The first election of Directors 
 under this act shall be held at such time and 
 place in the town of Chicago as shall be 
 directed by the said Commissioners, or a ma- 
 jority of them, who, or a majority thereof, are 
 hereby appointed inspectors of said election ; 
 and the persons thus selected as Directors 
 shall hold their offices until the first Monday 
 in May, in the year one thousand eight hun- 
 dred and thirty-seven, and until others are 
 elected in their stead. 
 
 . 14. The Directors for every subse- 
 quent year shall be elected on the first Mon- 
 day of May, in each year, at such time of the
 
 MARINE COMPANY OF CHICAGO. 
 
 day, and at such place within the the town 
 of Chicago, and under the direction of such 
 
 - . - . r , See Act of 
 
 persons as a majority of the Directors lor the i8 49 . 
 time being shall appoint by a resolution, to 
 be entered on their minutes. 
 
 SEC. 15. All elections shall be by ballot, 
 allowing one vote to each share of the capital 
 stock, and the nine persons who shall have 
 the greatest number of votes shall be Direc- 
 tors ; and if at any election two or more per- 
 sons 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 Direc- 
 tors, so as to complete the whole number; 
 and whenever any vacancy shall happen for 
 the office of President, or 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 Di- 
 rectors, for the time being, or a majority of 
 them ; the said Commissioners shall certify
 
 10 CHARTER Ol I M I 
 
 under their hands and seals, the persons 
 elected, and deliver such certificate to the 
 persons selec Led, or to some one of them ; 
 and if, through any unavoidable accident, 
 Kieciu>nof 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. 
 
 i f>. The I hrectors, when chosen, shall 
 meet as soon as may be after every election, 
 and shall choose out of their number a i 
 dent, who shall be sworn or affirmed faithfully 
 to discharge the duties of the office, and shall 
 preside for one year, and until another person 
 >hall be chosen in his stead; and also a Vice- 
 I 'resident for the same term ; they shall have 
 power to appoint a Secretary and all subor- 
 dinate officers of said corporation, fix their 
 
 sation, define their powers, and pre- 
 scribe their duties-- -\\ ho shall give such bond, 
 and in such penal sums, with such conditions, 
 and with such securities, as the Directors
 
 MARINE COMPANY OF CHICAGO. II 
 
 shall prescribe, and hold their seveml offices 
 during the pleasure of a majority of said 
 Directors. 
 
 SEC. 17. The President and Vice-Presi- 
 dent, and four of the Directors, shall be a 
 
 Amended. 
 
 Board competent to the transaction of busi- Se ^ 8 ^ t tof 
 ness, and all questions shall be decided by a 
 majority of votes. 
 
 SEC. 1 8. The President and Directors of 
 said Company shall, previous to subscribing 
 any policy, and once in every year after, pub- 
 lish in two of the newspapers printed in this Repealed. 
 
 See Act of 
 
 State, the amount of their capital stock, sicfs. 
 against what risks they mean to insure, and 
 the largest sum they mean to take on any 
 risk. 
 
 SEC. 19. The Legislature of this State 
 shall never pass any law retarding or obstruc- 
 ting, or in any wise suspending the collection 
 of any debt or debts due said corporation. 
 
 SEC. 20. The expenses incurred by the 
 commissioners in executing any duties re- 
 quired by this act, shall be paid out of the
 
 I r CHARTER Ol I 
 
 monies received by them from the subscri- 
 bers out of the capital stock, and may be re- 
 tained by them for such purposes. 
 
 SEC. 21. It shall be the duty of th. 
 rectors of said Company, at such times as the 
 by-laws thereof prescribe, to make dividends 
 of so much of their interest, arising from the 
 Dividends, capital stock, and the profits of said Com- 
 pany, as to them shall appear advisable, 
 but the money received and notes taken for 
 premiums, or risks, which shall be undetermined 
 or outstanding at the time of making such divi- 
 dends, 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 
 installments are paid, each proprietor's or 
 stockholder's estate shall be held accountable 
 for the installments that may remain unpaid on 
 his share or shares, at the lime of surh loss or 
 losses taking place, and no subsequent dividend 
 shall be made, until the sum arising from the 
 profits of the business of the said Company,
 
 MAR1NK COMPANY OF CHICAGO. 13 
 
 equal to such diminution, shall have been ad- 
 ded to the capital stock ; and once in every 
 three years, and oftener if required by a ma- 
 jority of the votes of the stockholders, the 
 directors shall lay before the stockholders, at 
 a general meeting, an exact and particular 
 statement of the profits, if any there be, after 
 deducting losses and dividends. 
 
 SEC. 22. This act is hereby declared to be 
 a public act, and shall take effect from and 
 
 r i i 11 i TI 11 Public Act. 
 
 aftex its passage, and shall be liberally con- 
 strued for every purpose herein contained. 
 
 SEC. 23. This charter shall be void and of 
 no effect, unless the stock shall be subscribed, 
 and the Company shall commence operations 
 agreeably to the provisions thereof, within two 
 years after the passage of this act. 
 
 SEC. 24. Nothing in this act contained 
 
 . , .... Repealed; 
 
 shall confer on said corporation banking; pow- see 
 
 Act of 1861 
 
 ers, or authorize it to issue notes in the simili- Sec ' 8- 
 tude of bank notes, to be used as a circula- 
 ting medium, in lieu of money.
 
 5- That in case of ;my loss or losses 
 taking place, which shall he e<|iial to the 
 amount of tin: ca])ital stock of said Company, 
 and the President and Directors, after know- 
 ing of such loss or losses having taken place, 
 *hall subscribe to any policy of insurance, 
 their estates jointly and severally shall be ac- 
 countable 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 a< - 
 tually paid in, in all cases of losses exceeding 
 the means of said Company, whether they con- 
 sist of stock paid in, or profits not divided. 
 \pproved Januarv i.^th. i 
 
 \t a meeting of the stockholders of the 
 " Chii Marine and Fire Insurance Com- 
 
 pany," held at the office of J. Young Scam- 
 inon. ' eet, in the City of Chi- 
 
 . on Monday (first Monday) the jnd
 
 MARINE COMPANY OK CHICAGO. 15 
 
 day of April, 1849, J. Young Scammon was 
 called to the chair, and Edward A. Rucker, 
 appointed Secretary. 
 
 A certified copy of an act passed by the 
 Legislature and approved by the Governor 
 February roth, 1849 entitled : 
 
 " An act to amend an act entitled an act 
 to incorporate the Chicago Marine and Fire 
 Insurance Company " was presented and 
 read when it was voted : That the said act 
 be accepted by- the Company. 
 
 The said act is as follows : 
 
 SEC. i. Be it enacted by the people of the 
 State of Illinois, represented in the General 
 . Issembly, That an election of directors un- 
 der and by authority of " an Act to incorpo- 
 rate the Chicago Marine and Fire Insurance 
 Company," approved January 13, 1836, may 
 be held on the first Monday of April next, 
 anything in the fourteenth section of the act 
 herein recited to the contrary notwithstand- 
 ing.
 
 HARTER Ol Mil-. 
 
 SEC. 2. That said act shall continue and 
 be in force until the year of our Lord 1870. 
 
 Approved February 12, 1849. 
 
 At a meeting of the Directors of the Chi- 
 cago Marine and Fire Insurance Company, 
 held at the office of the Company, February 
 21, 1862, present J. Young Scammon, Presi- 
 dent, Hugh T. Dickey, Vire President, and 
 Mark Skinner, Horatio C.. Loomis, Benjamin 
 \V. Raymond, Ikickner S. Morris, and Frank- 
 lin Scammon, Directors, on motion of Judge 
 Dickey, unanimously voted, That tru 
 entitled " An act amendatory of the act to 
 incorporate the Chicago Marine and Fire In- 
 surance Company," approved Feb. 21, 1861, 
 be accepted by the Diiv. tors and Company. 
 The said act is as follows : 
 
 An act amendatory of tl; to incor- 
 
 porate the Chicago Marine and Fire Insurance
 
 MARINE COMPANY OF CHICAGO. 17 
 
 SEC. i. Be it enacted by the People of the 
 State of Illinois, represented in the General 
 Assembly, That, hereafter, a majority of 
 the directors of the Chicago Marine and Fire 
 Insurance Company shall constitute a quorum in force 
 to do business ; and the Board of Directors of "' l86l< 
 said Company shall hereafter consist of such 
 number as shall be determined upon, from 
 time to time, by the stockholders of said 
 Company present at any annual election. 
 
 SEC. 2. The President, Secretary or Treas- 
 urer of said Company shall, when re- 
 quired by any person making a deposit in the 
 
 Savings 
 
 Savings Department of said Company, issue ^ ep n a t rt ~ 
 certificates of deposit for the same ; and all 
 such sums of money as shall be deposited in 
 the savings department of said Company, 
 shall be held in trust for said depositors, and 
 shall not be mingled with the general funds of 
 said Company, but shall be kept, used and in- 
 vested by said Company, as a distinct fund, 
 the principal thereof belonging, in equity, to 
 such depositors respectively, and not to said 
 Company, so that in no event shall such fund
 
 CHA] PHI 
 
 be jeopardized by the other transaction^ 
 business of said Company ; but said Compa- 
 ny shall not, under any pretense whatever, 
 issue a certificate of deposit for any sum not 
 actually deposited in said Company. 
 
 SEC. 3. Besides the manner pointed out in 
 the act to which this is an amendment, for the 
 investing or loaning the funds of said Com- 
 pany, the said Company may loan the same, 
 at the rate of interest now or hereafter allow- 
 ed to other persons or corporations in this 
 State, upon any commercial paper, whether 
 payable in this State, or in any other state, 
 kingdom or country, and may invest the same 
 
 How Funds 
 
 irSned^r m or ^ oan tne same upon the stock of any in- 
 corporated company, or deposit any portion 
 thereof with any corporation or individuals 
 it may think proper, and use the same in such 
 manner as may seem most for the interest of 
 ^aicl Company in facilitating exchanges, and 
 do and perform all such acts and ihii- 
 may be requisite in all such transactions, and 
 for the best interests of said Company. Said 
 Company may also issue letters of credit and 
 Circular letters to travelers.
 
 MARINE COMPANY OF CHICAGO. 19 
 
 SEC. 4. The charter of said Company 
 shall be so construed as to authorize said Com- 
 pany to exercise all the powers of a Loan and 
 
 Loan and 
 
 Trust Company, or such as are usually exer- Trust Com- 
 pany. 
 
 cised by such Companies, and all powers con- 
 ferred upon any other Loan or Trust Compa- Annuities, 
 ny in this State, and to grant, purchase and 
 
 Insurance. 
 
 sell annuities, and to do all kinds of insurance, 
 
 and to reimburse themselves against all risks By whom 
 
 business 
 
 they may have insured against ; and all losses condu< 
 sustained by said Company may be adjusted 
 and settled, and its business conducted in 
 such manner and by such persons as the 
 Board of Directors may, from time to time, 
 direct. 
 
 SEC. 5. The Board of Directors of said 
 Company is hereby authorized to increase the 
 Capital Stock of said Company, from time to 
 time, as they shall see fit, and to issue certifi- 
 
 . Capita! 
 
 cates of stock therefor to the persons or cor- bf^cre'ase 
 
 to any 
 
 porations to whom they may assign the same ; amount, 
 but upon all such increase of capital, the cash 
 shall be paid in, in full, before any certificates 
 of stock shall be issued therefor : Provided
 
 > 1 1 A K I I . K 
 
 that nothing in this section contained shall 
 prevent the actual profits of said Company 
 being divided in stock, in case the Dir 
 shall vote to increase the capital. 
 
 SEC. 6. The time limited for the expira- 
 tion of the corporate powers of said Company, 
 extend r ed r toas now fixed by law, is hereby extended for 
 
 A. I). 1900 
 
 thirty years, from the time so fixed or limited, 
 and said corporation shall have existence and 
 succession so long as may be necessary, after 
 the expiration of its charter, to wind up its 
 affairs, collect its debts, and divide its 
 and for such purposes only, not exceeding 
 three years. 
 
 Si i . 7. The capital stock of said Compa- 
 ny is personal property, for the value of which, 
 
 pt so much or such parts thereof as is or 
 
 may be invested in other stock or property 
 Taxation* 
 
 which is taxed, said Company, and not its 
 
 stockholders, shall be taxed. Said capital 
 stock shall be divided into shares of fifty dol- 
 lars each, and shall be assignable upon the 
 books of said Company, at its office, in Chi-
 
 .MAK1NK COMI' \NV OF CHICAGO. 21 
 
 cago, but not elsewhere ; but no assignment 
 of stock shall be valid, as against said Com- 
 pany, without the consent of the Directors 
 thereof, so long as the assignor shall be in- 
 debted or liable to said Company. And said 
 Company shall have a lien upon the stock Lien of 
 
 Company. 
 
 owned by or standing in the name of any 
 person or corporation indebted or liable to 
 said Company, to the extent of such indebt- 
 edness or liability. 
 
 SEC. 8. Sections eighteen (18) and twen- 
 ty-four (24) of the act to which this is amen- 
 datory, are hereby repealed ; and said Com- 
 pany is hereby authorized to change its name, Chan e of 
 
 Name. 
 
 by resolution, to be adopted by said Board of 
 Directors, to that of " The Marine Company 
 of Chicago"; and by that name shall be 
 liable, to the same extent and in the same 
 manner to all persons for the acts and lia- 
 bilities of said Company under its original 
 name, as though its name had not been 
 changed.
 
 r HAklF.R )l 1 UK 
 
 of Stock- 
 
 SEC. ') All power and authority in rela- 
 
 tion to interest for loans made by this Com- 
 
 pany in any act heretofore passed in relation 
 
 thereto, inconsistent with the provisions of 
 
 Rate of this act in relation to the rate of interi 
 
 Interest. 
 
 hereby repealed, so far as relates to future 
 contracts. 
 
 SEC. 10. The stockholders in this corpo- 
 ration shall, as to all funds deposited as 
 vings, and in trust with said corporation, while 
 Savings 5 [ O nd tne y are stockholders, be individually liable 
 
 Trust Funds 
 
 to the extent of their stock, and shall so con- 
 tinue for six months after transfer of the same. 
 notwithstanding such transfer. 
 
 SEC. ii. Mothing in this act contained, or 
 in the original charter of the said Company, 
 shall authori/e it to issue notes, in the simili- 
 tude of bank notes, to be issued as a circula- 
 ting medium, in lieu of money. 
 
 Stc. 12. This act shall take effect and be 
 in force as soon as the same shall be accepted
 
 MARINE COMPANY OF CHICAGO. 23 
 
 by the majority of the Directors of said Com- 
 pany, at any meeting of said Directors, and 
 
 not before. 
 
 * 
 
 Approved February 21, 1861. 
 
 At a meeting of the Board of Directors of 
 the Chicago Marine and Fire Insurance Com- 
 pany, held at the office of said Company in 
 Chicago, on the second day of April, 1863, 
 present J. Young Scammon, President, 
 Hugh T. Dickey, Vice President, Horatio 
 G. Loomis, Mark Skinner, Benjamin Carver, 
 Franklin Scammon, Benjamin W. Raymond, 
 John M. Underwood, and Buckner S. Morris, 
 Directors, the following Resolution was unani- 
 mously adopted : 
 
 Resolved, That the name of this Compa- 
 ny be, and is hereby changed to The Marine 
 Company of Chicago, in pursuance of the au-
 
 M \KIM. < n Ml'.\N\ n| i HI' 
 
 thority conferred upon said Company l>y the 
 8th Section of an Act amend;) tory of the 
 " Act to incorporate the Chicago Marine and 
 Fire Insurance Company." Approved Feb- 
 ruary 21, 1 86 1.
 
 KFX 
 If/3 
 
 ,5