ILLINOIS AND ST. LOUIS BRIDGE COMPANY.
OF
ILLINOIS AND MISSOURI,
AND
ACT OF COGREq-ESS
AUTHORIZING THE CONSTRUCTION OF A
Bridge Over the Mississippi River
OPPOSITE THE CITY OF ST. LOUIS,
TOGETHEB WITH
ARTICLES OF ASSOCIATION,
AND THE ORGANIZATIONS OF BOTH THE ILLINOIS AND MISSOURI
CORPORATIONS IN THEIR RESPECTIVE STATES.
ST. LOUIS:
GEORGE KNAPP & CO., PRINTERS AND BINDERS.
1867.








TO INCORPORATE THE
ILLINOIS AND ST. LOUIS BRIDGE COMPANY.
SECTION 1. Be it enacted by the People of the State of Illinois
represented in the General Assembly: That Joseph Gillespie, John
M. Palmer, Jesse K. Dubois, William Shepard, John Williams,
William R. Morrison, L. A. Parks, Levi Davis, T. B. Blackstone,
H. C. Moore, Peter H. Willard, R. P. Tansey, Gustavus A. Kcerner, C. P. Heaton, L. B. Boomer and Fred. T. Krafft, L. B. Parsons, John Baker, A. H. Lee, and their associates, successors and
assigns, be and are hereby created a body corporate and politic,
under the name and style of the Illinois and St. Louis Bridge
Company, for the purpose of constructing and maintaining a
toll-bridge from any point or place on the Mississippi river opposite to the city of St. Louis, to the western line of this State,
with suitable approaches to such bridge, and all convenient appendages and structures for the same.
The said Company shall have the power to make and use a
common seal, and the same to alter and renew at pleasure, and
such other powers, rights, privileges and immunities as may be
necessary or useful for the purposes of this act: Provided, That
there shall be at least fifty thousand dollars expended during the
year 1867 in the construction of said bridge.




4
SEC. 2. The Capital Stock of the said Company shall be One
Million of Dollars, and be divided into shares of one hundred
dollars each; and it may be increased from time to time, as a
majority of the Stockholders may direct; and shall be issued
and transferred in such manner and under such conditions as
the Directors of the said Company shall by the by-laws thereof
prescribe,
SEc. 3. The corporate powers of the said Company shall be
vested in and exercised by a Board of Directors, consisting of
such number of persons, not less than three nor more than thirteen, as the Stockholders of the said Company may from time to
time direct. The said Directors shall be chosen by the Stockholders at such time and place as may be fixed by the by-laws of
the said Company, and shall hold their offices for one year and
until their successors are elected and qualified. They shall elect
one of their number President of the said Company, and may
fill any vacancy in the said Board occasioned by death, resignation or otherwise, for the unexpired portion of the term of
office so becoming vacant, and may make such rules, by-laws
and regulations, and appoint such officers and servants as they
may from time to time deem expedient: Provided, That at least
one-half of the Directors shall be residents of the State of Illinois.
SEC. 4. The persons named in the first section of this act are
hereby appointed Commissioners, who, or a majority of them,
are authorized to open, or cause to be opened, subscription books
for the stock of the said Company, at such time and place within
or without this State as they may think proper; and when three
hundred thousand dollars shall be subscribed, the said Commissioners, or any three of them, may call a meeting of the Stockholders by giving ten days' notice in some newspaper published
in St. Louis, or personal notice to each of the Stockholders of
the time and place of such meeting; and at the same the Stockholders may elect Directors and transact any other business.




5
Stockholders' meetings may be held without as well as within
the State.
SEC. 5. The said corporation may transport on said bridge
and approaches thereto, persons and property by steam or
otherwise, and may allow others so to do, and said bridge and
approaches may be used for every description of travel, passage
and transportation, under such rules and regulations and for
such tolls as the Directors of the said corporation may prescribe. The said corporation may take, receive, and collect
such tolls for travel, passage or transportation over said bridge
and approaches, or either of them, or any part of either of them,
as its directors may from time to time fix and establish: Providedl, The rates charged for ordinary travel shall never exceed
the following, to wit: for each foot passenger over five years
of age, five cents; for every person on horseback, twenty cents;
for every gig, buggy, or other traveling carriage drawn by one
animal, forty cents; for. every cart or wagon drawn by one
animal, forty cents; for every cart or wagon drawn by two
animals, sixty cents; for every cart or wagon drawn by three
animals, eighty cents; for every cart or wagon drawn by four
animals, one hundred cents; for every cart or wagon drawn by
more than four animals, ten cents extra for each animal; for
every hundred pounds of freight over two thousand pounds,
five cents; for every pleasure carriage drawn by two animals,
sixty cents; for every pleasure carriage drawn by three or four
or more animals, one hundred cents; for each head of cattle,
horses, mules, or other animals, ten cents; for each head of
sheep or swine, five cents.
SEC. 6. The said corporation shall have power to acquire title
to lands necessary for the construction of said bridge and approaches, and the same power to take materials from lands in
the vicinity for the construction and maintenance thereof, and
for such purposes shall have and may exercise all the powers
conferred by any of the laws of this State for acquiring right of




6
way for railroads, public roads, or other public uses, under
which the said corporation may take and acquire property
heretofore taken or acquired for such uses, as well as other
property.
The said corporation shall have the exclusive right for twentyfive years of constructing a bridge opposite to the said city of
St. Louis (in the county of St. Clair), over so much of said river
as is within the jurisdiction of this State, and shall also have
the right to protect the banks of the same so far as may be
necessary to keep the channel within the opening of the bridge,
and for that purpose may take and acquire lands and materials
in the manner aforesaid. Provided, If the bridge herein authorized is not" commenced in two years, and completed in five
years, this act shall be null and void.
SEC. 7. Any railroad company, town, city or county, shall
have power to take and subscribe for and to purchase and hold
stock of said company, and may make such contracts and
execute such securities or other instruments as said railroad
companies, towns, cities and counties may respectively deem
expedient relative to such subscription or purchase, or to the
construction or uses of said bridge.
SEC. 8. The said corporation may consolidate its property and
franchises with the property and franchises of any bridge company authorized by the laws of Missouri to construct a bridge
so as to connect with the one herein authorized; and for that
purpose the said corporation may make and execute all such
agreements as it may deem expedient, and after such consolidation the corporation created thereby shall have all the power
herein granted.
SEC. 9. The said corporation may borrow money at any rate
of interest and issue its bonds or other evidences of indebtedness
bearing such rate of interest, and payable at such time or times
and at such place or places as its Directors may think proper,
and may secure such bonds or other indebtedness by mortgage




or deed of trust of the property, tolls and franchises in such
manner as said Directors may think fit, and may sell such bonds
or other evidences of indebtedness at any rate of discount agreed
upon by said Directors.
SEc. 10. This act shall be deemed a public one, and shall take
effect from and after its passage.
F. CORWIN,
Speaker of the Hrouse of Representatives.
W.M. BROSS,
Speaker of the Senate.
Approved February 21, 1867:
R. J. OGLESBY.
UNITED STATES OF AMERICA, t
STATE OF ILLINOIS,
I, Sharon Tyndale, Secretary of State of the State of Illinois,
do hereby certify that the foregoing is a true copy of an enrolled law, now on file in my office. In witness whereof I have
hereunto set my hand and affixed the great seal of State, at the
city of Springfield, this 22d day of February, A. D. 1867.
SHARON TYNDALE,
Secretary of State.








ORGANIZATION.
The undersigned, named as Corporators and Commissioners
in an act of the General Assembly of the State of'Illinois, entitled "An act to incorporate the Illinois and St. Louis Bridge
Company, approved February 21st, 1867," have, this first day of
March, A. D. 1867, at the Leland Hotel, in the city of Springfield, in the State of Illinois, opened books for subscription to
the capital stock of said Company agreeably to said act of incorporation, whereupon the following named persons subscribed for
the number of shares set opposite to their respective names:
L. B. BOOMER, Fifty-two hundred and fifty shares.
R. P. TANSEY, Fifty shares.
GEORGE JUDD, Fifty shares.
J. GILLESPIE, Five shares.
J. K. DuBoIs, Five shares.
WM. SHEPARD, Twenty shares.
C. BECKWITH, Fifty shares.
L. A. PARKS, Two shares.
C. P. HEATON, Ten shares.
The meeting of incorporators was organized by the election
of Joseph Gillespie as Chairman, and Robert P. Tansey as Secretary, when, upon motion of J. K. Dubois, the act of incorporation above referred to was read by the Secretary, and the following resolution was then adopted:
-Resolved, That the act of incorporation read by the Secretary
is accepted by the Incorporators, and we undertake to carry out
the provisions of the act.




10
On motion,
Resolved, That books of subscription to the capital stock be
opened now, and that before any individual be permitted to
subscribe to the capital stock, he be requested to pledge himself
that he acts in good faith, and for the purpose of securing the
construction of a bridge.
Witness our hands, this first day of March, A. D. 1867.
J. GILLESPIE, President.    L. B. BOOMER.
L. A. PARKS.                T. B. BLACKSTONE.
WM. SHEPARD.                WM. R. MORRISON.
JOHN WILLIAMS.              C. P. HEATON.
JESSE K. DuBoIS.            R. P. TANSEY, Secretary.
SPRINGFIELD, March 1, 1867.
We hereby subscribe the following number of shares set opposite our respective names, to the capital stock of the Illinois and
St. Louis Bridge Company, incorporated by an act of the Legislature of Illinois, approved February 21st, 1867, and promise to
pay for the same in the manner, and at the time or times prescribed by the Board of Directors of said Company:
[Stamp.]  L. B. Boomer, fifty-two hundred and fifty
shares...................................... $525,000.00
[Stamp.] RI. P. Tansey, fifty shares......................   5,000.00
[Stamp.]  George Judd, fifty shares.......................   5,000.00
[Stamp.]  J. Gillespie, five shares..........................    500.00
[Stamp.]  Jesse K. Dubois, five shares...................  500.00
[Stamp.]  Wm. R. Morrison, fifty shares................   5,000.00
[Stamp.]  Wm. Shepard, twenty shares..................   2,000.00
[Stamp.]  C. Beckwith, fifty shares.......................   5,000.00
[Stamp.]  L. A. Parks, two shares...................2.....  200.00
[Stamp.]  C. P. Heaton, ten shares........................   1,000.00
Pursuant to personal notice from the Incorporators, which we
hereby acknowledge to have received, the undersigned Stockholders of the Illinois and St. Louis Bridge Company this day
met at the Leland Hotel, in the city of Springfield, State of
Illinois.
On motion, Joseph Gillespie was elected Chairman, and Robert P. Tansey, Secretary.




11
-Resolved, To elect five Directors.
An election for Directors having been gone into, the following
persons were elected Directors:
L. B. BOOMER,             R. P. TANSEY,
GEORGE JUDD,              WM. R. MORRISON.
C. BECKWITH.
Witness our hands, this first day of March, A. D. 1867.
J. GILLESPIE, Presiclent.   WM. R. MORRISON,
WM. SHEPARD.            JEssE K. DuBOIs.
C. P. HEATON.            C. BECKWITH.
GEORGE JUDD.             L. A. PARKS.
L. B. BOOMER,            R. P. TANSEY, Secretary.
At a meeting of the Directors of the Illinois and St. Louis
Bridge Company, held at the Leland Hotel in the city of Springfield, State of Illinois, this first day of March, A. 1D. 1867, the
following named persons were present:
L. B. BOOMER.            WM. R. MORRISON.
GEORGE JUDD.             C. BECKWITII.
R. P. TANSEY.
An election for President and Secretary of the Company having been resolved upon, L. B. B001MER was unanimously elected
President, and ROBERT P. TANSEY, Secretary.
Witness our hands this first day of March, A. D. 1867.
L. B. BOOMER.
Wm. P. R. MORRISON.
GEORGE JUDD.
C. BECKWITII.
R. P. TANSEY.








THE LAWS OF MISSOURI.
AN ACT CONCERNING PRIVATE CORPORATIONS.
CHAPTER 69.
OF THEIR GENERAL POWERS AND LIABILITIES.
Be it enacted by the General Assembly of the State of Mlissouri,
as follows:
SECTION 1. Every corporation, as such, has power: first, to
have succession by its corporate name, for the period limited in
its charter, and when no period is limited, for twenty years;
second, to sue and be sued, complain and defend, in any court of
law or equity; third, to make and use a common seal, and alter
the same at pleasure; fourth, to hold, purchase, mortgage or
otherwise convey such real and personal estate as the purposes
of the corporation shall require, not exceeding the amount limited in its charter, or the law creating it, and also to take, hold
and convey such other property, real, personal or mixed, as shall
be necessary or requisite for such corporation to acquire in order
to obtain or secure the payment of any indebtedness or liability
belonging to the corporation; fifth, to appoint such subordinate
officers and agents as the business of the corporation shall re.
quire, and to allow them a suitable compensation; sixth, to make
by-laws, not inconsistent with existing law, for the management




14
of its property, the regulation of its affairs, and for the transfer
of its stock; seventh, to increase or diminish (by a vote of its
stockholders, east as its by-laws may direct) the number of its
directors or trustees, to be not less than three nor more than
thirteen, and may in like manner change its corporate name
without anywise affecting its rights, privileges or liabilities;
such changes of name or number of directors or trustees shall
take effect and be in force from the date at which the president
or secretary of such corporation shall file with the Secretary of
State an affidavit setting forth the name adopted or the number
of directors or trustees fixed, together with the date at which
such change in name or number of directors or trustees was
voted by the stockholders of such corporation.
SEC. 2. Whenever any corporation shall be organized under
the laws of this State, it shall be the duty of the officers of said
corporation to file with the Secretary of State a copy of the articles of association or incorporation, and the corporate existence of such corporation shall date from the time of filing such
copy of such articles; and a certificate of the Secretary of State,
under the seal of the State, that -said corporation has become
duly organized, shall be taken by all courts of this State as evidence of the corporate existence of such corporation. Any private or public corporation may increase its capital stock to any
amount not exceeding double the amount of their authorized
capital, by holding an election of the stockholders, in conformity
with the by-laws thereof; and if at such an election a majority
of the stockholders shall vote for the increase of stock, the same
may be increased by a vote of the board of directors, trustees
or other business managers of such corporation; and upon such
increase of stock being made in accordance with the by-laws,
the date, amount and subscription for such new stock shall be
returned to the office of the Secretary of State, and from the
time the same is filed the increase of stock shall become a part
of the capital thereof.




15
$EC. 3. The powers enumerated in the preceding section shall
vest in every corporation that shall hereafter be created or
organized.
SEC. 4. In addition to the powers enumerated in the first
section of this chapter, and to those expressly given in its
charter, or in the act under which it is incorporated, no corporation shall possess or exercise any corporate powers, except
such. as shall be necessary to the exercise of the powers enumerated or given.
SEC. 5. When the corporate powers of any corporation are
directed, by its charter, or the provisions of this law, to be
exercised by any particular body or number of persons, a majority of such persons, if it be not otherwise provided in the
charter or law creating it, shall be a sufficient number to form
a board for the transaction of business, and every decision of a
majority of the persons duly assembled as a board shall be valid
as a corporate act.
SEC. 6. Parol contracts may be binding upon aggregate corporations, if made by an agent duly authorized by a corporate
vote, or under the general regulations of the corporation, and
contracts may be implied on the part of such corporation from
their corporate acts, or those of an agent whose powers are of
a general character.
SEC. 7. The first meeting of all corporations shall, unless
otherwise provided for in their acts of incorporation, be called
by a notice, signed by some one or more of the persons named
as corporators in the act of incorporation, and setting forth the
time, place and purposes of the meeting; and such notice shall,
seven days at least before the meeting, be delivered to each
member, or published in some newspaper in the county where
the corporation may be established, or, if there be no such
newspaper, then in the nearest newspaper.
SEC. 8. Whenever, for want of sufficient by-laws' for the purpose, or of officers duly authorized, or from the neglect or re



16
fusal of such officers, or from other legal impediments, a legal
meeting of any corporation cannot otherwise be called, any
justice of the peace in the county where it is desirable to hold
such meeting, or where such corporation is established, if it be
local, may, on a written application of two or more members
thereof, issue a warant to either of said members, directing him
to call a meeting of such corporation, by giving such notice as
is required in the preceding section.
SEC. 9. Whenever any meeting of any corporation shall be
called by warrant from a justice of the peace, the person to
whom such warrant is directed may call the meeting to order,
and preside therein until a presiding officer is chosen and qualified, if there be no officer present whose duty it may be to
preside.
SEC. 10. When all the members of a corporation shall be present at any meeting, however called or notified, and shall sign
a written consent thereto on the record of such meeting, the
acts of such meeting shall be as valid as if legally called and
notified.
SEc. 11. If any execution shall have been issued against the
property or effects of a corporation, and if there cannot be
found whereon to levy such execution, then such execution may
be issued against any of the stockholders to an extent equal in
amount to the amount of stock by him or her owned, together
with any amount unpaid thereon: Provided always, that no
execution shall issue against any stockholder except upon an
order of the court in which the action, suit or other proceeding
shall have been brought or instituted, made upon motion in
open court after sufficient notice in writing to the persons
sought to be charged; and upon such motion, such court may
order execution to issue accordingly.
SEc. 12. The clerk or other officer having charge of the books
of any corporation, on demand of any officer holding any execution against the same, shall furnish the officer with the names,




17
places of residence, (so far as to him known,) and the amount
of liability of every person liable as aforesaid.
SEc. 13. The board of directors, trustees, or other body of
persons lawfully exercising the corporate powers of any corporation, may require the subscribers to the capital stock of
the company to pay the amount by them respectively subscribed, in such manner and in such instalments as may be
required by the by-laws. If any stockholder shall neglect to
pay any instalment, as required by a resolution of the board of
directors, or persons exercising the corporate powers of such
corporation, the directors or other persons exercising such corporate powers may declare his stock and all previous payments
forfeited to the use of the company; but no stock shall be forfeited until they shall have caused a notice in writing to be
served on him personally, or depositing the same in the postoffice, (properly directed to him, at the post-office nearest his
usual place of residence,) stating that he is required to make
such payment, at the time and place specified in said notice,
and that, if he fails to make the same, his stock, and all previous
payments thereon, will be forfeited to the use of the company,
which notice may be served as aforesaid at least sixty days
previous to the day on which such payment is required to be
made.
SEC. 14. The stock of every company formed under this.1 act
shall be deemed personal estate, and shall be transferable in the
manner prescribed by the laws of the company; but no shares
shall be transferred until all previous calls thereon shall have
been fully paid in.
SEC. 15. That all bodies corporate, by any suit at law, in any
court in this State, may sue for, recover and receive, from their
respective members, all arrears or other debts, dues and other
demands which now are or hereafter may be owing to them, in
the like mode, manner and form, as they might sue for, recover
and receive the same from any person who might not be one of
2




18
their body, any law, usage or custom to the contrary thereof
notwithstanding.
SEC. 16. If the directors of any corporation shall knowingly
declare and pay any dividend when the corporation is insolvent,
or any dividend, the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts
of the corporation then existing, and for all that shall be thereafter contracted, so long as they shall respectively remain in
office; Provided, that the amount for which they shall all be
so liable shall not exceed the amount of such dividend; and
that if any of the Directors shall be absent at the time of
making the dividend, or shall object thereto, and shall file their
objection, in writing, with the clerk, or other officer of the
corporation having charge of the books, they shall be exempted
from the said liability.
SEC. 18. That it shall be lawful for. any corporation to convey
lands by deed, sealed with the common seal of said corporation,
and signed by the president or presiding member or trustee of
said corporation; and such deed, when acknowledged by such
officer to be the act of the corporation, or proved in the usual
form prescribed for other conveyances for lands, shall be recorded in the recorder's office of the county where the land lies,
in like manner with other deeds.
SEC. 19. Upon the dissolution of any corporation already
created, or which may hereafter be created, by the laws of this
State, the president and directors, or managers of the affairs of
said corporation, at the time of its dissolution, by whatever
name they may be known in law, shall be trustees of such corporation, with full powers to settle the affairs, collect the outstanding debts, and divide the moneys and other property
among the stockholders, after paying the debts due and owing
by such corporation at the time of its dissolution, as far as such
money and property will enable them; to sue for and recover




19
such debts and property, by the name of the trustees of such
corporation, describing it by its corporate name; and may be
sued by the same; and such trustees shall be jointly and severally responsible to the creditors and stockholders of such corporation to the extent of its property and effects that shall have
come in their hands.
SEc. 20. If any company formed under this act dissolve
leaving debts unpaid, suits may be brought against any person
or persons who were stockholders at the time of such dissolution, without joining the company in such suit; and if judgment
be rendered and execution satisfied, the defendant or defendants
may sue all who were stockholders at the time of dissolution,
for the recovery of the portion of such debt for which they
were liable, and the execution upon the judgment shall direct
the collection to be made from property of each stockholder
respectively; and if any number of stockholders (defendants in
the case) shall not have property enough to satisfy his or their
portion of the execution, then the amount of deficiency shall
be divided equally amongst all the remaining stockholders, and
collections made accordingly, deducting from the amount a sum
in proportion to the amount of such stock owned by the plaintiff at the time the company dissolved.
SEC. 21, No charter of any corporation granted by the Legislature of this State shall be altered, suspended or repealed by
such Legislature' unless proof be made satisfactory to the Legislature that notice of such proposed alteration, suspension or
repeal has been given to the president and secretary of such
corporation for at least one month before the time at which
alteration, suspension or repeal will be proposed.
SEC. 22. A failure to elect directors on the day designated in
the by-laws of any company incorporated under the laws of this
State, shall not have the effect of dissolving such incorporated
company.
SEC. 23. In all actions which may be instituted against any
corporation or incorporated company, it shall be sufficient tc




20
issue a summons, commanding the corporation, by their corporate name, to appear and answer the action; which summons shall be directed as provided by this chapter, and returnable in like manner, and subject to the same rules and regulations as the like process in the case of individuals.
SEc. 24. When any such summons shall be issued against any
banking or other incorporated company, service on the president or other chief officer of such company, or, in his absence,
by leaving a copy thereof at any business office of said company
with the person having charge thereof, shall be deemed a sufficient service; and if the corporation have no business office in
the county where suit is brought, or if no person shall be found
in charge thereof, and the president and chief officer cannot
be found in such county, a summons shall be issued directed
to the sheriff of any county in this State where the president
or chief officer of such company may reside or be found, or
where any officer or place of business may be kept of such company, and the service thereof shall be the same as above.
SEC. 25. On the return of such summons, served as aforesaid,
the officer serving the same shall express in his return on whom,
how and when the same had been executed; and if not on the
chief officer, he shall express the absence of such officer, or that
he cannot be found.
SEC. 26. Suits against corporations shall be commenced either
in the county where the cause of action accrued, or in any
county where such corporation shall have or usually keep an
office or agent for the transaction of their usual and customary
business.
SEC. 27. All notices, orders and rules required to be served in
the progress of any cause, shall be served in like manner as in
other civil cases.
SEC. 28. In case the sheriff or other officer shall return any
summons not served, and it shall be made to appear to the court
that process cannot be served, the court, or clerk thereof in
vacation, shall make an order directing the defendant to be




21
notified of the commencement of the suit, by publication, in the
same manner as is provided by law for the notifying. of nonresident defendants in civil actions.
SEC. 29. The process upon a judgment against any corporation
shall be flerifacias, which the sheriff or other officer shall levy
on the moneys, goods and chattels, lands and tenements of such
corporation, and proceed thereon as in civil cases.
SEC. 35. The records of any company incorporated under the
provisions of this law, or copies thereof duly authenticated by
the signature of the president and secretary of such company,
under the corporate seal thereof, shall be competent evidence in
any suit to which such company may be a party.
CHAPTER 73.
ON THE APPROPRIATION AND VALUATION OF LANDS
TAKEN FOR TELEGRAPH, MACADAMIZED, GRADED,
PLANK OR RAILROAD PURPOSES.
SECTION 1. In case lands sought to be appropriated by any
road, railroad or telegraph corporation, created under the laws
of this State, belong to private persons, and such corporation
and the owners cannot agree upon the proper compensation to
be paid, or in case the owner is incapable of contracting, be unknown, or be a non-resident of the State, such corporation may
apply to the Circuit Court of the county where said land or any
part thereof lies, or the judge thereof in vacation, by petition,
setting forth the general directions in which it is desired to construct their road, railroad or telegraph line over such lands, a
description of the real estate which the company seeks to acquire, the names of the owners of the several parcels of land, if
known, or if unknown, a pertinent description of the parcels
whose owners are unknown, and praying the appointment of




22
three disinterested commissioners to assess the damages which
such owners may severally sustain in consequence of the establishment, erection and maintenance of such road, railroad or telegraph line over such lands; to which petition the owners of all
such parcels as lie within the county or circuit shall be made
parties defendant by name if the names are known, and by the
description of the unknown owners of the lands therein described if their names are unknown. If the proceedings seek
to affect the lands of persons under guardianship, the guardians
must be made parties defendant; if the land of married women,
their husbands must be made parties defen'dant. If the present
owner of any land to be affected has a less estate than a fee, the
person having the next vested estate in remainder, may, at the
option of the petitioners, be made parties defendant; but if such
remainder men are not made parties, their interest shall not be
bound by the proceeding. It shall not be necessary to make any
persons party defendant in respect to their ownership, unless
they are either in actual possession of the premises to be affected,
claiming title, or have a title to the premises appearing of record
upon the proper records of the county.
SEC. 2. Upon the filing of the petition a summons shall be
issued, giving such owner at least ten days' notice of the time
when said petition will be heard,which summons shall be served
by the sheriff of the county in the same manner as writs of
summons are or may be by law required to be served. If the
name or residence of the owner be unknown, or if the owners,
or any of them, do not reside within the State, notice of the
time of hearing the petition, reciting the substance of the petition, and the day fixed for the hearing thereof, shall be given by
publication for three weeks consecutively, prior to the time of
hearing the petition, in a newspaper published in the county in
which the proceeding is pending, if one is published in the county, or if no newspaper is published in the county, or the publisher shall refuse to publish the same on tender of his usual
charges for advertising, then by posting up said notice for three




23
consecutive weeks at the door of the court-house of the county
wherein the lands or any portion of them lie.
SEc. 3. The court, or judge thereof in vacation, on being satisfied that due notice of the pending of the petition has been
given, shall appoint three disinterested commissioners, residents
of the county in which the real estate, or a part thereof, is situated, to assess the damages which the owners of the land may
severally sustain by reason of such appropriation, who, after
having viewed the land, shall forthwith return, under oath, such
assessment of damages to the clerk of such court, setting forth
the amount of damages; and should more than one owner be
included in the petition, then the damages allowed each shall be
stated separately, and the clerk shall file said report, and record
the same in the order book of the court; and thereupon such
company shall pay to the said clerk the amount thus assessed,
for the party in whose favor such damages have been assessed,
and on making such payment it shall be lawful for such company
to hold the interest in said land so appropriated for the uses
aforesaid; and, upon failure to pay the assessment aforesaid, the
court may, upon motion and notice by the party entitled to such
damages, enforce the payment of the same by execution, unless
the said company shall, within ten days from the return of such
assessment, elect to abandon the proposed appropriation of any
parcel of land by an instrument in writing to that effect, to be
filed with the clerk of said court, and entered on the minutes of
the court, and as to so much as is thus abandoned the assessment
of damages shall be void.
SEC. 4. The report of said commissioners may be viewed by
the court in which the proceedings are had, on written exceptions filed by either party, in the clerk's office, within ten days
after the filing of such report, and the court shall make such
order therein as right and justice may require, and may order a
new appraisement upon good cause shown; but notwithstanding
such exceptions, such company may proceed to erect said tele



24
graph line, or construct said road or railroad, and any subsequent
proceedings shall only affect the amount of compensation to be
allowed.
SEc. 5. Any number of owners, residents in the same county
or circuit, may be joined in one petition, and the damages to each
shall be separately assessed by the same commissioners.
SEC. 6. The cost of the proceeding to appropriate the right of
way shall be paid by the company seeking the appropriation, up
to and including the filing and recording of the report of the
commissioners; and the court, as to any costs made by subsequent litigation, may make such order as in its discretion may
be deemed just. The court shall allow the commissioners a reasonable compensation for their services, which shall be taxed as
costs in the proceeding.
SEC. 7. No telegraph company shall, by virtue of this chapter,
be authorized to enter or appropriate any dwelling, barn, store,
warehouse, or similar building, erected for any agricultural,
commercial or manufacturing purpose, or to erect poles so near
thereto as materially to inconvenience the owner in their use,
or to occasion injury thereto.
SEC. 8. In case the lands sought to be appropriated are held
by any corporation, the right to appropriate the same by a railroad or telegraph company shall be limited to such use as shall
not materially interfere with the use to which, by law, the corporation holding the same [are authorized] to put said lines.
Where no agreement can be made between the parties, the
mode of assessing the damages provided heretofore as to private
persons shall be adopted; and if the lands to be appropriated
lie in more than one county, an application may be made in any
one county in which any of the lands lie, and the damages shall
be assessed as to all the lands of the defendant corporation along
the whole line, in one proceeding.




25
CHTAPTER 76.
OF BRIDGE COMPANIES.
SEC. 16. Any number of persons not less than ten may form
a company for the purpose of constructing and maintaining a
bridge (over any of the streams of water or any part of such
streams which may be within this State) for public use, for the
crossing of persons or property, and for that purpose may make
and sign articles of association, in which shall be stated the
name of the company, the number of years the same is to continue, the place at which said bridge is to be constructed, the
name of the county or counties in which it is intended to be
made, the purposes for which it is to be used, whether for rail-.
roads or ordinary travel, or both, the amount of the capital
stock of the company, the number of shares of said stock, the
names and places of residence of the directors of said company,
not less than five nor more than thirteen in number, who shall
manage its affairs for the first year, and until others are chosen
in their places. Each subscriber to such articles of association
shall subscribe thereto his name, place of residence, and the
number of shares of stock he has agreed to take in said company. Such articles of association shall be filed in the office of
the Secretary of State, who shall endorse thereon the day they
are filed, and record the same in a book to be provided by him
for that purpose; and thereupon the persons who have so subscribed such articles of association, and all persons who shall
become stockholders in such company, shall be a corporation by
the name specified in such articles of association, and shall possess the powers and privileges granted to private corporations.
SEC. 17. In case it may become necessary to appropriate any
lands belonging to private persons, or to corporations, to the
uses of said company, and the owners of said property cannot
agree with the said company upon the proper compensation to




26
be paid, or in case the owner is incapable of contracting, unknown, or a non-resident of the State, said property shall be
taken by said company in the same manner as provided for in
chapter 73 of Private Corporations, relating to appropriations
and valuation of lands taken for telegraph, macadamized, graded,
plank and railroad purposes.
SEC. 18. Any company organized under this act shall have
the right to issue bonds or other evidences of indebtedness,
negotiate loans for the construction of said bridge, secure such
indebtedness by deed of trust or mortgage on the property of
said company, and may have the power to consolidate its franchise and property with that of any bridge company within this
State, or any other to be connected by said bridge, and shall
have authority to have and exercise any other rights and powers
granted by general laws to private corporations, which may be
found necessary to carry out the objects contemplated in such
organization.
CHAPTER 77.
SEc. 10. This act to take effect and be in force from and after
its passage.
Approved March 19th, 1866.




ARTICLES OF ASSOCIATION.
Articles of Association to construct a Bridge across the Mississippi River, within the limits of the County of Saint Louis,
in the State of Missouri, opposite to the County of Saint Clair,
in the State of Illinois.
These articles of association, made and entered into this
nineteenth day of February, in the year A.D. one thousand
eight hundred and sixty-seven, Witnesseth: That we, whose
names are hereunto subscribed, have made and formed, and do
hereby, on this nineteenth day of February, in the year A. D.
one thousand eight hundred and sixty-seven, under and by
virtue, and in pursuance of, sections sixteen, seventeen and
eighteen, of Chapter sixty-nine, Title XXIV. of an act passed
by the General Assembly of the State of Missouri, entitled "An
Act concerning Private Corporations," approved March nineteenth, one thousand eight hundred and sixty-six, make, constitute and form ourselves into a company for the purpose of
constructing and maintaining a bridge for public use, with its
necessary appurtenances for the crossing of persons and property over the Mississippi River, at the most eligible and practicable and beneficial point opposite Saint Clair county in the
State of Illinois, within the limits of Saint Louis county in the
State of Missouri; said bridge to be constructed and to extend
from said point to the Illinois shore, at Saint Clair county, and




28
State aforesaid. The name and style of the said company
hereby formed shall be, and is, "The Illinois and Saint Louis
Bridge Company," and under that name and style shall continue
to exist for the term of one hundred years.
The capital stock of said company is hereby fixed at the sum
of one million dollars, and is divided into ten thousand shares
of one hundred dollars each.
The said bridge is to be used for the crossing of railroad
trains, and for the passage of carriages, teams, footmen, and
other ordinary travel; the following named persons, being a
portion of those whose names are hereunto subscribed —to wit,
Lucius B. Boomer, of Cook county, Illinois; Robert P. Tansey,
of Madison county, Illinois; William R. Morrison, of Monroe
county, Illinois; George Judd, of Sangamon county, Illinois, and
C. Beckwith, of Cook county, Illinois-are hereby named and
appointed to be directors of the company; and do, in that
capacity, consent to take upon themselves the responsibility to
manage the affairs of the company for the first year, and until
other directors are chosen in their places, in pursuance of the
laws hereinbefore mentioned.
In witness whereof, and under the laws and authority of said
laws, and for the purpose hereinbefore stated, we, the undersigned, have hereunto subscribed our respective names and
places of residence, and set opposite our respective names the
number of shares, at one hundred dollars each, we do hereby
subscribe to the capital stock of the company.
L. B. BooMER, Cook County, Illinois, Ten shares.
ROBERT P. TANSEY, Madison county, Illinois, Ten shares.
W. R. MORRISON, Monroe county, Illinois, Ten shares.
GEORGE JUDD, Sangamon county, Illinois, Ten shares.
C. BECKWITH, Chica:go, Cook county, Illinois, Ten shares.
EDWARD P. LEONARD, Sangamon county, Illinois, Ten shares.
JOHN J. MITCHELL., Madison county, Illinois, Ten shares.




29
Z. B. JOB, Madison county, Illinois, Ten shares.
WM. SHEPARD, Jersey county, Illinois, Ten shares.
JOHN M1. WOODSON, IMacoupin county, Illinois, Ten shares.
ONE DOLLAR  ONE DOLLAR  ONE DOLLAR  ONE DOLLAR  ONE DOLLAR
U.- S.      U.S.        U.S.        U.S.        U.S.
REV. STAMP.  REV,. STAMP.  REV. STAMP.  REV. STAMP.  REV. STAMP.
ONE DOLLAR  ONE DOLLAR  ONE DOLLAR  ONE DOLLAR  ONE DOLLAR
U. S.       U.S.        U.S.        U. S.       U. S.
REV. STAMP.  REV. STAMP.  REV. STAMP.  REV. STAMP.  REV. STAMP.
OFFICE OF SECRETARY OF STATE,
CITY OF JEFFERSON, MISSOURI.   3
I, Francis Rodman, Secretary of the State of Missouri, hereby
certify that the annexed pages contain a true, complete and full
copy of the Articles of Association of the Illinois and Saint
Louis Bridge Company, as appears by comparing the same with
the original roll of said Articles now on file, as the law directs,
in this office.
In testimony whereof, 1 have hereunto set my hand and affixed
my official seal. Done at office this twentieth day of February,
A. D. eighteen hundred and sixty seven.
FRANCIS RODMAN,
{ L. s.                                 X Secretary of State.




30
STATE OF MISSOURI,
OFFICE OF SECRETARY OF STATE,
CITY OF JEFFERSON, February 20th, 1867.
Whereas, L. B. Boomer, Robert P. Tansey, W. R. Morrison,
George Judd, C. Beckwith, Edward F. Leonard, John J. Mitchell, Z. F. Job, William Shepard, and John M1. Woodson, have
filed in this office a certificate or declaration in writing, as provided in Section two, Chapter sixty-two, Title XXIV. of the
General Statutes of this State, setting forth all the facts therein
required, and having in all respects complied with the requirements of law governing the formation of Private Corporations
for bridge building purposes, as contained in Sections 16, 17, 18
and 19 of Chapter 69 of said Statutes:
Now, therefore, I, Francis Rodman, Secretary of the State of
Missouri, in virtue and by authority of law, do hereby certify
that said parties, their associates and successors, have become a
body politic and corporate, under the corporate name of the:" ILLINOIS AND SAINT LouIS BRIDGE COMPANY," and by that
name have the right to sue and be sued, purchase, hold and
convey real and personal property, and to have and enjoy all
the rights and privileges granted to corporations for bridge
building purposes under the laws of this State, subject to their
Articles of Association, and all legal restrictions and liabilities
in relation thereto.
In testimony whereof, I have hereunto set my hand and affixed the great seal of the State Missouri. Done at the city of
Jefferson, this twentieth day of February, A. D. 1867.
ef-l-           [Signed]
{ STATE }                  FRANCIS RODMAN,
Secretary of State.




ELECTION OF OFFICERS.
The undersigned, Directors of the Illinois and St. Louis
Bridge Company, a corporation organized under the laws of
Missouri, under articles of association filed in the office of the
Secretary of State on the 20th day of February, A. D. 1867,
have this day elected Corydon Beckwith, one of our number,
President of said Company; and Robert P. Tansey, another of
our number, Secretary of the same. We have also elected L. B.
Boomer, another of our number, Treasurer of said Company.
L. B. BOOMER,
W. R. MORRISON,
C. BECKWITII,
GEO. JUDD,
R. P. TANSEY.








ACTS OF CONGRESS.
AN ACT TO AUTHORIZE THE CONSTRUCTION OF CERTAIN BRIDGES, AND TO ESTABLISH THEM1I AS POSTROADS.
_Be it enacted by the Senate and.House of Representatives of
the United States of America in Congress assembled: That it
shall be lawful for any person or persons, company or corporation, having authority from the States of Illinois and Missouri
for such purpose, to build a bridge across the Mississippi river
at Quincy, Illinois, and to lay on and over said bridge railway
tracks, for the more perfect connection of any railroads that are
or shall be constructed to the said river at or opposite said
point, and that, when constructed, all trains of all roads terminating at said river, at or opposite said point, shall be allowed
to cross said bridge for reasonable compensation, to be made to
the owners of said bridge, under the limitations and conditions
hereinafter provided.  And in case of any litigation arising
from any obstruction or alleged obstruction to the free navigation of said river, the cause may be tried before the District
Court of the United States of any State in which any portion
of said obstruction or bridge touches.
SEC. 2. And be it further enacted, That any bridge built under
the provisions of this act may, at the option of the company
building the same, be built as a draw bridge, with a pivot or
other form of draw, or with unbroken or continuous spans:
Provided, That if the said bridge shall be made with unbroken
and continuous spans, it shall not be of less elevation, in any
3




34
case, than fifty feet above extreme high water mark, as understood at the point of location, to the bottom chord of the bridge,
nor shall the spans of said bridge be less than two hundred and
fifty feet in length, and the piers of said bridge shall be parallel
with the current of the river; and the main span shall be over
the main channel of the river, and not less than three hundred
feet in length: And provided, also, That if any bridge built
under this act shall be constructed as a draw bridge, the same
shall be constructed as a pivot draw bridge, with a draw over
the main channel of the river at an accessible and navigable
point, and with spans of not less than one hundred and sixty
feet in length in the clear on each side of the central or pivot
pier of the draw, and the next adjoining spans to the draw shall
not be less than two hundred and fifty feet; and said spans shall
not be less than thirty feet above low water mark, and not less
than ten above extreme high water mark, measuring to the bottom chord of the bridge, and the piers of said bridge shall be parallel with the current of the river: Andprovided also, That said
draw shall be opened promptly, upon reasonable signal, for the
passage of boats whose construction shall not be such as to
admit of their passage under the permanent spans of said bridge,
except when trains are passing over the same; but in no case
shall unnecessary delay occur in opening the said draw during
or after the passage of trains.
SEC. 3. And be it further enacted, That any bridge constructed
under this act, and according to its limitations, shall be a lawful
structure, and shall be recognized and known as a post route;
upon which, also, no higher charge shall be made for the transmission over the same of the m ails, the troops, and the munitions of war of the United States, than the rate per mile paid
for the transportation over the railroads or public highways leading to the said bridge.
SEC. 4. And be it furt/her ezactecd, That it shall be lawful for
the Chicago, Burlington and Quincy Railroad Company (a cor



35
poration whose road has been completed to the Mississippi river
and connects with a railroad on the opposite side thereof), having
first obtained authority therefor from the States of Illinois and
Iowa, to construct a railroad bridge across said river upon the
same terms, in the same manner, under the same restrictions,
and with the same privileges, as is provided for in this act in
relation to the bridge at Quincy, Illinois.
SEC. 5. And be it further enacted, That a bridge may be constructed at the town of Hannibal, in the State of Missouri,
across the Mississippi river, so as to connect the Hannibal and
St. Joseph railroad with the Pike county and Great Western
railroads of Illinois, on the same terms and subject to the same
restrictions as contained in this act for the construction of the
bridge at Quincy, Illinois.
SEC. 6. And be it further enacted, That a bridge may be constructed across the Mississippi river between Prairie du Chien,
in the State of Wisconsin, and North McGregor, in the State of
Iowa, with the consent of the Legislatures of Wisconsin and
Iowa, on the same terms and subject to the same restrictions as
are contained in this act for the construction of the bridge at
Quincy, Illinois.
SEC. 7. And be it farther enacted, That the Keokuk and Hamilton Mississippi Bridge Company, a corporation existing under
the laws of the State of Iowa, and the Hancock County Bridge
Company, a corporation existing under the laws of the State of
Illinois, be and are hereby authorized to construct and maintain
a bridge over the Mississippi river between Keokuk, Iowa, and
Hamilton, Illinois, of the same character, description and construction as provided in this act for the bridges at Quincy and
Burlington; and the said bridge, in its use and operation, shall
be subject to the same restrictions that apply to said bridges at
Quincy and Burlington by the terms of this act.
SEC. 8. Adnd be it further enacted, That the Winona and Saint
Peter Railroad Company, a corporation existing under the laws




36
of the State of Minnesota, is hereby authorized to construct and
operate a railroad bridge across the Mississippi river between
the city of Winona, in the State of Mlinnesota, and the opposite
bank of the said river, in the State of Wisconsin, with the consent of the Legislatures of the States of Minnesota and Wisconsin; and said bridge, by this section authorized, is hereby
declared a post route, and subject to all the terms, restrictions
and requirements contained in the foregoing sections of this act.
SEC. 9. And be it further enacted, That a bridge may be constructed and maintained across the Mississippi river between
Dunleith, in the State of Illinois, and Dubuque, in the State of
Iowa, with the consent of said States previously given or hereafter acquired, with the same privileges, upon the same terms,
and under the same restrictions, as are contained in this act for
the construction of a bridge at Quincy, Illinois.
SEC. 10. And be it further enacted, That any company authorized by the Legislature of Missouri, may construct a bridge
across the Missouri river at the city of Kansas, upon the same
terms and conditions provided for in this act.
SEC. 11. And be itfurt/her enacted, That the " Saint Louis and
Illinois Bridge Company," a corporation organized under an
act of the General Assembly of the State of Missouri, approved
February fifth, eighteen hundred and sixty-four, and an act
amendatory of the same, approved February twentieth, eighteen
hundred and sixty-five, and also confirmed in its corporate
powers under an act of the Legislature of the State of Illinois,
approved eighteen hundred and sixty-four, or any other bridge
company organized under the laws of Missouri and Illinois, be
and the same is hereby empowered to erect, maintain and operate a bridge across the Mississippi river between the city of St.
Louis, in the State of Missouri, and the city of East St. Louis,
in the State of Illinois, subject to all the conditions contained in
said act of incorporation and amendments thereto, and not
inconsistent with the following terms and provisions contained




37
in this act. And in case of any litigation arising from any
obstruction or alleged obstruction to the free navigation of said
waters, the cause may be tried before the District Court of the
United States of any State in which any portion of said obstruction or bridge touches.
SEC. 12. And be it further enacted, That the bridge authorized
by the preceding section to be built, shall not be a suspension
bridge or draw bridge, with pivot or other form of draw, but
shall be constructed with continuous or unbroken spans, and
subject to these conditions: First-that the lowest part of the
bridge or bottom chord shall not be less than fifty feet above
the city directrix, at its greatest span. Second-that it shall
have at least one span five hundred feet in the clear, or two
spans of three hundred and fifty feet in the clear of abutments.
If the two latter spans be used, the one over the main steamboat channel shall be fifty feet above the city directrix, measured to the lowest part of the bridge at the centre of the span.
Third-no span over the water, at low water mark, shall be less
than two hundred feet in the clear of abutments.
SEC. 13. And be it further enacted, That the right to alter or
amend this act, so as to prevent or remove all material obstructions to the navigation of said river by the construction of
bridges, is hereby expressly reserved.
Approved July 25, 1866.
















.A~T ACT
TO INCORPORATE THE
ST. LOUIS AND ILLINOIS BRIDGE CO.
Be it enacted by the General Assembly of the State of Missouri
as follows:
SECTION 1. That Norman Cutter, Joseph C. Cabbot, E. O. Stannard, Edward C. Pike, John H. Lightner, Hugh McKittrick, S.
G. Read, Rufus Fitch, George D. Hall, John H. Beach, Charles
Miller, W. A. Doan, John H. Bowen, E. J. Sterling, James
H. Wear, James R. Blackman, Clinton O. Dutcher, John H. Seigrist, William D'Oench, C. Reuss, Robert Henrick, -   Schofen,
Jacob Woodburn, Charles F. Meyer, Robert H. Ober, Chauncey
1. Filley, B. R. Bonner, Charles H. Howland, and E. H. E. Jameson, and their associates, and their successors, are hereby constituted a body corporate and politic, by the name of the Saint
Louis and Illinois Bridge Company, for the purpose of constructing a bridge, with all machinery, fixtures, toll-houses, and
other buildings, and erections necessary and proper for the
passage of persons and property over the Mississippi river at
the city of St. Louis; and the said Company by their corporate




name shall have perpetual succession, and shall be capable in
law of purchasing, taking, holding, using, selling, pledging,
conveying and disposing of real estate or other property,
whether personal or mixed, so far as the same may be necessary
for the purposes herein mentioned; may have a common seal;
may sue and be sued, plead and be impleaded, defend and be
defended against, contract and be contracted with; may make
such by-laws, rules and regulations, appoint such officers, agents
and servants, and generally do all such acts and things not
inconsistent with the laws and Constitution of the State of
Missouri, and of the United States, as may be requisite and
proper for the due execution and management of the work to
be done, and for conducting the business of said Company.
SEc. 2. All powers of said corporation shall be exercised by a
Board of Directors, and such officers and agents as they may
elect and appoint. Said Board shall consist of nine Directors,
who shall be elected annually by a majority in interest of the
Stockholders, present and voting in person or by proxy at
such time and place as shall be prescribed by the by-laws, and
who shall hold their offices until their successors are elected
and qualified. Previous to such election the corporators herein
named shall constitute the Board of Directors, five of whom
shall constitute a quorum  to do business. They may at any
time after the passage of this act cause books to be opened
for subscriptions to the capital stock of said Company at such
time and place, and in such manner, as may be by them prescribed.
SEC. 3. The capital stock of said Company shall be one
million of dollars, which shall be divided into ten thousand
shares of one hundred dollars each, and said capital stock may
be increased to four millions of dollars. When three hundred
thousand dollars shall be subscribed, the corporators shall call
a meetivig of the stockholders for the purpose of electing a
Board of Directors at such time and place as they may fix and




3
appoint, of which election thirty days' notice shall be given
in two daily newspapers published in the city of St. Louis.
SEC. 4. It shall be lawful for said corporation to borrow
money at any rate of interest, and to mortgage the franchises
and property; and to issue bonds secured by said mortgage,
and to sell the same at any agreed rate of discount, and for
railroad corporations, in their corporate capacity, to subscribe
to the capital stock of said company.
SEc. 5. The said company shall have the same power to
acquire title to lands necessary for the construction of said
bridge, and for the approaches to it from public highways, and
the same power to take materials from lands in the neighborhood for the construction thereof, and the proceedings therein
shall be conducted in the same manner as is provided in the
act to authorize the formation of railroad associations and to
regulate the same, approved December 13, 1855; and said Company shall also have the right to protect the banks of the river
above and below the bridge, so far as may be necessary to keep
the channel within the opening of the bridge, for the passage of
vessels, and for that purpose to acquire, condemn and take
lands and material in the manner aforesaid.
SEC. 6. The said bridge shall be constructed of stone, iron and
wood, but mainly of iron and stone. The Company shall have
power to determine, and may determine and decide by a vote
of the majority in interest of the Stockholders, what kind of a
bridge shall be built, whether suspension, tubular, draw or
otherwise, but whatever kind it may be, it shall be so constructed as not to obstruct or impede the navigation of the
river. If a draw bridge shall be decided upon, it shall be built
of sufficient capacity for a common wagon way and a foot passenger way, and may also be built of sufficient capacity for a
railroad track or tracks for the passage of trains of freight and
passengers, with spans not less than 200 feet in length over
the water, and shall have at least one draw, with two openings




4
not less than one hundred feet in width each, for the passage of
steamboats or other vessels. It shall be properly attended and
managed so as to afford safe and easy passage for all persons
and property, and every railroad train drawn by steam-power
shall, on approaching said bridge, stop its speed and come to a
stand-still on the bank before entering upon the passage of
the bridge.
SEc. 7. When said bridge is completed, the said Company
shall be entitled to demand and receive tolls for crossing the
same, and to fix the rates of tolls, of which [a] schedule shall
be kept conspicuously posted at each end of the bridge, which
rates, however, shall never exceed the following, to wit: For
each foot passenger over five years of age, 5 cents; for every
person on horseback, 20 cents; for every gig, buggy, or other
traveling carriage drawn by one animal, 40 cents; for every
cart or wagon drawn by one animal, 40 cents; for every
cart or animal drawn by two animals, 60 cents; for every cart
or wagon drawn by three animals, 80 cents; for every cart or
wagon drawn by four animals, 100 cents; for every cart or
wagon drawn by more than four animals, 10 cents extra for
each animal; for every pleasure carriage drawn by two animals,
60 cents; for every pleasure carriage drawn by three or four or
more animals, 100 cents; for each head of cattle, horses, mules,
or other animals, 10 cents; for each head of sheep or swine, 3
cents; and should said bridge be built with railroad tracks, the
said Company is hereby authorized to make such terms and
rates with railroad companies for the passage of trains of freight
and passengers as may be agreed upon between said Saint Louis
and Illinois Bridge Company and the said railroad companies.
And in case of disagreement, the amount of compensation to be
paid for passage over said bridge as aforesaid shall be determined by five referees, two of them to be appointed by each of
said corporations, and the fifth by the other four.
SEc. 8. For purposes of taxation, all property owned by this




5
corporation shall be taken and deemed as personal property,
in the shape of stock in the hands of the Stockholders, and the
same shall be assessed and taxed as stock only, and the Stockholders shall be liable only for the amount of their stock.
SEC. 9. All acts and parts of acts inconsistent with, or repugnant to this act, are hereby repealed.
SEC. 10. This act shall be taken as a public act, and shall be
in force from and after its passage.
Approved February 5, 1864.




AN  ACT  to amend an Act entitled an Act to incorporate the Saint Louis and Illinois Bridge
Company, approved February 5th, 1864.
Be it enacted by the General Assembly of the State of Missouri,
as follows:
SECTION 1. The sixth section of said act is hereby repealed
and the following inserted in lieu thereof: Sec. 6. The said
bridge shall be built of such materials and upon such plan as the
Board of Directors shall decide to be most suitable for the uses
required of it, and it shall be of sufficient capacity to accommodate all the different kinds of travel, both common road and
railroad travel, as well as foot passengers, that may require to
cross upon it, and it shall be sufficiently high to admit of steamboats and all other river crafts passing under it at all ordinary
stages of the river, when the chimneys, pipes and other projections are lowered down. The spans of the bridge between the
piers and abutments shall be sufficiently wide to admit of all
river crafts being easily navigated through them. The piers
shall be so constructed as to obstruct the free flow of the current
as little as possible. The approaches to said bridge may pass
over all wharves, streets and other public highways, and may
occupy portions of the same in such manner as to obstruct the
same as little as possible. The Board of Directors shall have
power to appoint a Bridge Police, which shall have and exercise
upon said bridge and its approaches the same powers as are exercised by the police of the city of St. Louis.
SEC. 2. That the following words be and they are hereby ad



ded to the fourth section of said act, viz:'And the City of St.
Louis may subscribe for any amount of said stock not to exceed
one million of dollars, and the County of St. Louis may subscribe
for any amount of said stock not to exceed half a million of dollars, and they may borrow money for that purpose, and may
issue bonds for the payment of the same, which bonds shall be
made payable twenty years after date, and shall bear interest
at a rate not greater than seven per cent. per annum."
SEC. 3. Section first of said act is amended as follows: Strike
out the names of Charles Miller, E. G. Sterling, James H. Wear,
S. G. Read and John H. Seigrist, and insert in lieu thereof, Trueman J. Homer, Carlos Greely, J. D. Barlow, E. W. Fox and
John M. Krum.
SEc. 4. All acts or parts of acts inconsistent with this act are
hereby repealed. This act to take effect and be in force from
and after its passage.
Approved February 20, 1865.




AN ACT to empower the persons mentioned in
an Act of incorporation, passed by the General
Assembly of the State of Missouri, entitled "An
Act to incorporate the. Saint Louis and Illinois
Bridge Company," approved February 5th, 1864,
to form a corporation and build a Bridge across
the Mississippi River at Saint Louis.
SECTION 1. Be it enacted by the People of the State of Itlinois
represented in the General Assembly, That the persons named in
the act of incorporation granted by the General Assembly of
the State of Missouri, entitled "An Act to incorporate the Saint
Louis and Illinois Bridge Company," approved February 5th,
1864, shall have the right to organize and form a corporation in
accordance with the said act, to construct, maintain and use a
bridge for railroad and other purposes over that portion of the
Mississippi river at the city of Saint Louis, within the jurisdiction of the State of Illinois, subject to the conditions, terms and
modifications herein set forth:
Provided, That said bridge shall not be located more than
one hundred feet north or south of the dike or causeway upon
which the ordinary travel is now conducted, and which connects
Bloody Island opposite the city of St. Louis, aforesaid, with the
main Illinois shore.
SEC. 2. Whenever three hundred thousand dollars shall be
subscribed, the said persons named in the first section of said
act passed by the General Assembly of the State of Missouri, or
any five of them, shall call a meeting of the Stockholders, and




9
a majority in interest of said Stockholders, in accordance with
said act, shall elect nine Directors, who shall fix and determine
the location of said bridge; and thirty days' notice shall be
given of the time and place of such election, in two daily papers
published in said city of St. Louis, and in one daily or weekly
newspaper published respectively in the counties of St. Clair and
Madison, in the State of Illinois.
SEc. 3. Should said bridge be built with railroad tracks, the
said Company shall suffer and permit the railroad companies
whose terminus is now on Bloody Island, opposite the city of St.
Louis aforesaid, or which may hereafter terminate there, to
cross upon said bridge with their cars, locomotives and trains
upon such terms and rates as may be agreed upon between the
St. Louis and Illinois Bridge Company, and the said railroad
companies; and in case of disagreement as to the amount of
compensation to be paid for passage as aforesaid, the same shall
be determined by five referees, two of whom shall be appointed
by each of said corporations, and the fifth shall be appointed by
the four referees; and in case said companies cannot agree as to
said referees, or if either party shall fail or refuse to make such
appointment, either party may apply to the Judge of the St.
Clair County Circuit Court, upon giving to the opposite party ten
days' notice in writing of such intended application for the appointment of five referees to fix said compensation; and he shall
have full powers to make such appointment for the party refusing to appoint referees as hereinbefore provided, and the said
referees, so appointed, shall have power to fix and determine
said compensation, and shall furnish a copy of their award to
each of the parties; and either party may appeal from such decision to the St. Clair County Circuit Court of the State of Illinois, according to the laws regulating appeals from Justices of
the Peace, and may also appeal to the Supreme Court under the
laws of the State of Illinois: Provided, That any such appeal
2




10
shall not affect the right of any railroad company to pass over
said bridge during the pendency of said appeal, if the compensation fixed by said referees shall be duly tendered: And, provided further, in case said St. Louis and Illinois Bridge Company
hinder or prevent any such railroad company from the use of
said bridge upon tender of the compensation fixed as aforesaid,
the said St. Louis and Illinois Bridge Company shall forfeit all
rights and privileges under this charter.
SEC. 4. And be it further enacted, That any railroad company
whose terminus is now on Bloody Island, aforesaid, shall have
power of becoming an incorporator in said Bridge Company,
and to take and subscribe, or acquire by subsequent purchase,
stock not to exceed one-sixth part of the capital stock of said
Bridge Company, which may be created from time to time,
either by subscription or purchase; and whenever such railroad
company shall, by an order of its Board of Directors, make an
order to that effect, and subscribe and secure to be paid the
amount necessary, it shall be deemed in law an incorporator in
the said Company hereby chartered to such an extent, and shall
have and enjoy all the rights belonging or appertaining thereto.
SEC. 5. The said Company shall have power to acquire title to
all lands necessary for the construction of said bridge and the
approaches thereto from railroads and highways; and the said
Company shall also have the right to protect the banks of the
river above and below the bridge, so far as may be necessary to
keep the channel within the opening of the bridge.
SEc. 6. The said Company shall have the power to condemn,
under the laws of the State of Illinois, all such lands and other
property as may be necessary for the construction of said bridge
and the approaches thereto from  railroads and other public
highways, and also all such lands and property as may be necessary and proper to protect the banks of said river above and
below said bridge: Provided, always, that no lands shall be
condemned for bridge purposes or other purposes before men



11
tioned which have already been condemned or acquired for the
use of any railroad terminating on Bloody Island aforesaid.
SEc. 7. Said corporation may borrow money at any rate of
interest, and may mortgage their franchises and property, and
issue bonds secured by said mortgage, and sell the same at any
agreed rate of discount.
SEC. 8. That the said Company shall not make any discrimination or exercise any partiality in fixing the rates for carrying
persons, or freight, or trains over said bridge, but the same shall
be just, equal and uniform as to all persons and corporations;
and in case of violation of this section, the person or corporation
aggrieved shall have the right to recover from the Company
three times the amount so improperly charged, before a Justice
of the Peace, where the amount is under one hundred dollars,
and in the Circuit Court where the amount is over that sum.
SEC. 9. The stock of this Company shall be deemed as personal
property, and the Stockholders shall only be liable to the creditors of such Company to an amount equal to the amount of stock
held by them respectively.
SEC. 10. This act shall be deemed and taken as a public act,
and be in force from and after its passage.
Approved February 16, 1865.








OPINION.
The act of Congress, approved July 25, 1866, authorizing
the construction of a bridge across the Mississippi river at St.
Louis, confers no powers upon the persons associated under the
name of the St. Louis and Illinois Bridge Company. By the
Constitution of the United States, the power to regulate commerce among the several States, is vested in Congress, and the
navigation of the Mississippi river is conceded to be a part
thereof.
The power to authorize the construction of bridges across
navigable streams is reserved to the States, except so far as its
exercise may interfere with the powers of Congress to regulate
commerce. Some jurists have maintained that the power of
Congress to regulate commerce was exclusive in its nature, and
that no State could pass any valid law having that effect.
The persons advocating this view, concluded that a failure
of Congress to pass laws upon the subject, was equivalent to a
declaration that navigation should be free and unobstructed.
On the other hand it has been claimed that the States might
regulate the navigation of rivers within their jurisdiction, if
such regulation did not interfere with any act of Congress.
All jurists have conceded that State legislation could not interfere with any act of Congress on the subject, or with its
power to pass such acts relative thereto as it might think
proper. The act in question was passed to settle the embarrassing questions alluded to, relative to the bridges mentioned
therein.
The bridges authorized were those, and only those authorized
to be constructed by the laws of the several States; and Congress did not attempt to confer such authority independent of




2
State laws, but consented that corporations organized under
them might exercise the powers derived under such laws, notwithstanding the power of Congress to regulate commerce. It
has been suggested that Congress has power to establish post
roads, and that in the exercise of this power a corporation might
be created to effectuate the purposes for which the power was
given; but it would seem to be a sufficient answer to the suggestion, to say that the act of Congress does not establish the
bridge as a post route until it is constructed. It may, however,
be remarked that the power to authorize the construction of
bridges over navigable streams, is n6t vested in Congress and
the States jointly; and it being conceded that such bridges
may be erected under State authority, with the assent of Congress, it is not important to inquire whether the latter can confer
the requisite power, independent of State legislation, as it has
not attempted so to do, The act of Congress does not create
corporations to regulate commerce, or to establish post routes.
It confers no power to make contracts or to transact any other
business under a corporate name, nor to acquire or hold lands,
the right of way, or other property, by purchase or condemnnation; nor to take tolls, nor to exercise any of the privileges or
franchises of a corporation-none of the immunities of a corporation are granted.
Whatever powers the corporations mentioned in the acts
have in these respects, are derived solely from State legislation,
and it is under these powers that the bridges are to be constructed.
The construction given to the act of Congress authorizing
the States to establish pilot laws, establishes a rule by which
all authorities to do acts in derogation of the power of Congress
to regulate commerce, are construed.
Acts of Congress of this nature remove the restriction vested
in the Federal Government upon the power of the States, and
when such restriction is removed, parties may acquire under
State legislation such powers as it may grant. A declaration
on the part of Congress, that a public highway or a bridge
shall be a post route, confers no authority upon any one. Its
effect as far as it relates to the creation and maintenance of a
bridge, is to declare that such acts are not in violation of any
law of the Federal Government.




3
The act of Congress of July 25, 1866, professes to authorize
a corporation known as the St. Louis and Illinois Bridge Company to construct a bridge, but there was no such corporation
then in existence and never has been.
It is a well settled rule of law that, to make a valid grant,
there must be a grantee capable of taking the subject matter
granted. If there is no grantee the grant fails for the want of
one, and cannot be appropriated by other parties. The same
rule appears in cases where the grantee has deceased or become
civiliter mortuus at the time a grant is made.
Heirs, devisees, or persons assuming the same name, take
nothing under a grant made under such circumstances.
A copartnership transacting business under the name and
style of the St. Louis and Illinois Bridge Company, is not the
grantee mentioned in the act of Congress-and no corporation
can exercise the powers granted without being authorized so to
do by the laws of Illinois as well as those of Missouri. The
Legislature of Illinois having granted an exclusive right to the
Illinois and St. Louis Bridge Company, it is not perceived how
other parties are to obtain a right to exercise the powers conferred by the act of Congress.
It ought further to be remarked, that the fee of so much of
the bed of the Mississippi river as is within the jurisdiction
of Illinois is vested in that State, and that Congress has no
authority to grant it to any one. While the State of Illinois
may grant the bed of the river within its jurisdiction, any
obstruction placed upon such bed without its authority may be
removed at its pleasure. Congress has not undertaken to condemn property of the State of Illinois or to authorize others
so to do, and it is therefore unnecessary to consider its powers
in this respect.
C. BECKWITH.
Nov. 19, 1867.








OPINION.
The Illinois and St. Louis Bridge Company was incorporated by an act of the General Assembly of Illinois, approved
February 21, 1867, and organized March 1, 1867.
The charter of this Company is perpetual, and gives it the
exclusive right for twenty-five years of constructing a bridge
over so much of the Mississippi river as is within the jurisdiction of the State of Illinois, and in the county of St. Clair,
and opposite the city of St. Louis. It is conceded that this
charter confers the exclusive privilege mentioned therein,
unless rights had become vested under a previous charter,
granted February 16, 1865, which the Legislature of Illinois
could not take away. The act of February 21, 1867, repealed
all laws inconsistent therewith, so far as the Legislature had
the power to repeal them, as completely as if a clause to
that effect had been inserted in the act, and it cannot be
doubted that a right to build a bridge under the act of February 16, 1865, would be inconsistent with the exclusive right
granted to the Illinois and St. Louis Bridge Company.
The real question is whether Norman Cutter and his asso —
ciates had, on the 1st day of SIarch, 1867, acquired any rights.
under the act of February 16, 1865, of which they could not
be divested by legislative action. In considering this question it is important to inquire whether Cutter and his associates were authorized to organize and form a corporation in
the State of Illinois, with power to construct a bridge, &c.,
or whether a Missouri corporation, to be organized by the
same persons, was empowered to exercise its corporate
powers and franchises in Illinois. In other words, did the




act of the Legislature of Illinois, approved February 16, 1865,
authorize the formation of a new, separate and independent
corporation in that State, or did it simply confer certain
powers upon the Missouri corporation?
Before considering the particular provisions of the act last
mentioned, it may be assumed that it will not be presumed
that the Legislature of Illinois intended to authorize a foreign
corporation not amenable to its laws, or in any manner subject to the jurisdiction of its courts, unless an intention to
do so is clearly expressed. The presumption is that the LeTgislature intended to authorize the formation of an Illinois
corporation, separate and independent of the Missouri oneone which would be subject to its laws, and to the duties,
liabilities, penalties and forfeitures contained in the act, and
would be within the jurisdiction of its courts so that they
might be enforced. The provisions of the act clearly demonstrate that such was the intention of the Legislature. Its
title is " An act to empower the persons mentioned in an act
"of incorporation, passed by the General Assembly of the
"State of Missouri, entitled'An act to incorporate the St.
"Louis and Illinois Bridge Company,' approved February 5,
"1864, to form a corporation and build a bridge across the
" Mississippi river at St. Louis."
The obvious meaning of this language is the same as if it
had by name authorized Norman Cutter, and the twentyseven other persons mentioned in the Missouri Act, to form
a corporation in Illinois. Instead of designating the persons
by name who were authorized to form the corporation, it
designates them by a description; but the authority is given
to them as individuals, and not as a corporation existing in
another State.  So in the first section of the act which
provides " that the persons named in the act of incorporation
"granted by the General Assembly of the State of Missouri,
"entitled'An act to incorporate the St. Louis and Illinois'Bridge Company,' approved February 5th, 1864, shall have
"the right to organize and form a corporation in accordance
"with the said'Act to construct, maintain  and use a
"bridge,"' &c.  The manner in which the persons named
were to organize and form a corporation was required to be
the same as in the Missouri act, but they were not required to




3
conform to the Missouri act in any other respect. The corporation to be organized by them was not to have the same
powers as the Missouri corporation, but other and widely different powers, and was to be subject to other and different
liabilities. The capital stock was to be the same in each
corporation, and was to be divided into the same number of
shares, of the same amount, and the same amount was required to be subscribed in each before the stockholders could
elect directors; but the subscribers to the stock and the
directors to be elected by them were not required to be the
same, and the notice of the time and place of such election
was to be different. The one corporation was authorized to
construct a bridge in Missouri under certain restrictions, and
the other was authorized to construct a bridge in Illinois
under other restrictions, and with other and different liabilities upon the body corporate and upon its stockholders. The
stockholders of the one corporation were to locate the bridge,
and the directors in the other were authorized to make the
location. The one corporation was limited in the tolls it was
authorized to collect from ordinary travel, while the other was
unlimited in that respect. The courts of Illinois were authorized to fix rates of toll for railroad travel under the Illinois
act, and it contains a proviso, that if the company shall hinder or prevent railways from crossing the bridge, upon tender
of the compensation fixed according to its provisions, it shall
forfeit all rights and privileges under the charter granted
thereby. There are no such provisions in the Missouri charter. The Illinois act makes Railway Companies whose terminus is on Bloody Island, who may subscribe stock, corporators in the Company thereby chartered, clearly showing that
the Legislature of that State intended to create a separate and
independent corporation. The Illinois act authorizes the corporation to borrow money at any rate of interest; to issue
bonds and sell them at any agreed rate of discount, and it is
not to be supposed that an Illinois Legislature would undertake to perform so absurd an act as to regulate the rate of
interest to be paid by a Missouri corporation. So far as the
Missouri corporation was concerned it had all the power in
this respect it could derive under its charter, and there was
no occasion for Illinois legislation to enable it to act. The




section alluded to was appropriate in its application to an
Illinois corporation; but if it is applied to a Missouri corporation, it is a ridiculous attempt to do that which the Illinois
Legislature had no power to do where there was no occasion
for its action. The stockholders of the Missouri corporation
were liable only for their respective unpaid stock subscriptions, and it will not be pretended that the Legislature of
Illinois could increase their liability, and it is absurd to suppose that it intended to do so. The Illinois act, however,
does expressly make the stockholders of the company upon
which it confers powers, liable beyond their stock subscriptions for an amount equal to the amount of stock held by
them respectively. From  these provisions of the Illinois act,
and others which might be noticed, it would seem to be evident that the Legislature of that State intended to create a
separate and independent corporation.
It then becomes important to inquire whether any rights
had accrued under the act prior to its repeal. In order to
vest in Cutter and others any rights under the act, it was
necessary for the corporators to so far organize as to give to
subscribers for stock legal rights.  The corporators named
were mere agents of the State, and had no personal interest
in the charter. They were authorized to organize and form
a corporation for the benefit of the public, and the subscribers
to the capital stock; and when they should do this, their
duties and their connection with the corporation as original
corporators were to cease.
The State could not force the agency upon them against
their will, and hence it was necessary that they should accept it, but such an acceptance would not vest in them any
individual rights. The agency in this case was like all other
agencies requiring an acceptance, but liable to be revoked by
the principal at any time before rights were acquired under
it. While it was necessary that a majority of the corporators or their survivors should in some manner assent to the
agency conferred upon them, it is not important in this case
to inquire in regard to particular acts of acceptance, as, until
valid stock subscriptions were made, the State had full power
to revoke the agency and terminate the powers of the commissioners. A valid subscription for stock not only involves




a legal obligation on the part of the subscriber to pay for
the same, but a like obligation on the part of the company
to deliver the stock when paid for, and a stock subscription
has no validity unless so made as to bind the company to deliver the stock subscribed for upon payment for the same. On
the 27th day of February, 1867, a minority of the survivors
of the corporators named in the Cutter charter, opened a book
for subscriptions to stock. The meeting was held at St. Louis,
and on that occasion two hundred and eighty thousand dollars of stock was subscribed. The stock subscribed was that
of a corporation supposed to have been created by the law of
Missouri, upon which additional powers had been conferred by
the State of Illinois. There was no attempt made to subscribe
for stock in a separate and independent Illinois corporation.
It is not pretended that any of the corporators ever held a
meeting in Illinois for the purpose of organizing the corporation created by the laws of that State, or for the purpose of
receiving stock subscriptions thereto; nor is it pretended that
a majority of the survivors of the corporators ever held a
meeting anywhere for those purposes prior to March 1st, 1867,
or that any five of the corporators ever gave any notice required by the laws of Illinois to the residue of the survivors
of any meeting whatever.
Under the circumstances, the question is presented whether
any valid stock subscriptions were made under the Illinois act
prior to March 1, 1867. It would seem to be a sufficient
answer to the question to say that no attempt was ever made
to make any such subscriptions. rThe Illinois law required
three hundred thousand dollars to be subscribed to the stock
of the corporation created thereby, and the only compliance
with this provision was a subscription of two hundred and
eighty thousand dollars of stcok in a Missouri corporation
supposed to be in some way affected by the Illinois law.
The validity of these subscriptions, for the purpose of organizing an Illinois corporation, may be tested practically by
supposing suits brought to enforce their payment.  If suit
were brought in the name of the St. Louis and Illinois Bridge
Company as a consolidated company, the ready answer would
be that there never was any such company, or any stock
of such a company.




6
If the subscribers bargained for a consolidated stock, they
have the right to have the article they contracted for, and
if it had no existence the subscriptions were nullities. The
subscribers did not subscribe two hundred and eighty thousand dollars in each of the companies; and if suit were instituted against them by the supposed Illinois corporation, the
answer to it would be that they never subscribed for stock in
it as a separate and independent corporation. A further objection to these subscriptions having any validity for the purpose of organizing an Illinois corporation is, that the persons
receiving them had no authority to open books, or to receive
subscriptions, or to do any act towards organizing the corporation. To enable a majority, or a less number, to act
as a quorum, it is indispensably necessary that notice should
be given to the whole body, so that all the members may
have an opportunity to be present. The agency, in this case,
was entrusted to the whole body, and not to a majority of the
persons named, nor to any five of them; and although a majority, or five members, might constitute a quorum at a meeting legally convened, they had no authority to act, or to bind
the corporation, except at a legally convened meeting. It was
not only necessary to convene a meeting by proper authority, with legal notice, but it was essential to convene it at a
proper place. A majority of the corporators had no authority
to convene a meeting without the territorial limits of Illinois,
for the reason that a minority had a right to have all such
meetings held within that State. The minority were not
obliged to travel to London, China, California, or Missouri,
to discharge their duties, and they might have as well been
required to go to one of these places as another.
Before any valid subscriptions could be received, it was necessary that there should be a meeting of the corporators,
or some five of them, at a proper place, called by proper authority, and legal notice given of such meeting to all of the
survivors of the corporators. None of these things were done,
and consequently if the subscriptions were valid in form, they
have no validity in fact.
It is a settled rule of law that majorities must act within
the limits of their authority, or their acts are void. It would
seem to be evident, that meetings of four or five of the persons




named as corporators in the Illinois law held in Missouri,
without being called by any proper authority, and without
notice to their associates, could not confer valid rights on any
one. If the corporation could be formed by any such meeting, there were corporators enough to have had at least five
different meetings in different States. An examination of the
act will show that the Legislature never conferred upon five
members any such powers, but authorized any five of them to
act as a quorum, instead of requiring a majorjty to act in that
manner.
It has been suggested that the corporators might act as directors, and construct a bridge without taking subscriptions
for stock.  It will be noticed that'while the persons named
were to organize and form a corporation, the corporation
thus organized was to construct, maintain and use a bridge,
and not the persons named as commissioners. The corporation was required to be organized by subscriptions to the capital stock, by which subscribers became personally responsible.
It would be a fraud upon the act so to construe it, as to
allow the corporators to exercise the powers of the corporation, and thus evade all personal responsibility. As before
remarked, the manner of organizing the corporation under
the Illinois law was the same in this respect as required by
the Missouri law, and a reference to the latter will show the
statutory Board of Directors had no authority except to organize the Company by receiving stock subscriptions, and to
call a meeting of stockholders for the election of a Board of
Directors who were to exercise the powers of the corporation.
From the most careful examination I have been able to
give the subject, I am of opinion that no rights had accrued
under the act of February 16, 1865, prior to March 1, 1867,
and that it was repealed by the act of February 21, 1867, incorporating the Illinois and St. Louis Bridge Company.
C. BECKWITH.
CHICAGO, October 8, 1867.








9
OPINION.
By an act of the Legislature of Illinois, approved February
21, 1867, the " Illinois and St. Louis Bridge Company" was
incorporated; that the Company claims, and by the terms of
its charter has, " the exclusive right for twenty-five years of
constructing a bridge opposite the city of St. Louis, in the
county of St. Clair, over so much of the Mississippi river as is
within the jurisdiction of the State of Illinois." *
A company has been organized under that charter, and also
under the general corporation law of the State of Missouri.
Another company, called the "' St. Louis and Illinois Bridge
Company," claims to have been organized under two acts of
the Missouri Legislature, one approved February 5, 1864, and
the other amendatory thereof, approved February 20, 1865,
and an act of the Illinois Legislature, approved February 16,
1865.
The question submitted to us by the "Illinois and St. Louis
Bridge Company," is whether the "St. Louis and Illinois
Bridge Company" has a legal corporate existence, either in
Missouri or Illinois, or rather under the Missouri or Illinois
acts above referred to.
The facts outside of the charter, as we are informed, are as
follows:
That on the 18th day of December, 1866, some of the corpo* By the acts of Congress authorizing the people of Illinois and Missouri
Territory to form State Governments and to be admitted into the Union,
the middle of the main channel of the Mississippi River is the boundary
between the two States. (See Missouri Act of ]March 6, 1820, and Illinois
Act of April 18, 1818.)                               S. & B.




10
rators named in the Missouri act of February 5, 1864, and
some of the new corporators named in the amended act of
February 20, 1865, but not composing a majority, met in the
city of St. Louis-John M. Krum was chosen President, C. H.
Howland, Secretary, and Norman Cutter appointed to open
books for stock. The acts of Illinois and Missouri were both
read, and their provisions adopted. At a meeting in February,
1867, Beach and Pike were added to the committee to procure
stock, and on the 27th day of February, 1867, books were
opened by Cutter, Beach and Pike, and $280,000 of stock subscribed.
If this was all that was done, then up to the date of the act
incorporating the other company. the " Illinois and St. Louis
Bridge Company," there was no acceptance of nor organization
under the Illinois act of February 16, 1865.
I. This Illinois act is a charter of incorporation-the first
section authorizes certain persons to form a corporation.
The third section provides that in certain contingencies the
company " shall forfeit all rights and privileges under this
charter."
The persons authorized to form a corporation under this
charter are " the persons named in the act of incorporation
granted by the General Assembly of the State of Missouri' to
incorporate the St. Louis and Illinois Bridge Company,' approved February 5th, 1864"-the persons named in the amendatory act of February 20th, 1865, of whom Judge Krum, the
president of the first meeting, was one, are not embraced in
the provisions of the Illinois act; and, in fact, this amendatory
act, by which he and others were made corporators, was passed
four days afterwards.
Judge Krum, then, was not an incorporator under the Illinois charter; how many others of those who constituted the
December meeting were in the same situation does not appear;
but it does appear that a majority of the corporators named
did not act either when the charter was said to have been accepted, or at the formal organization of the company.
The charter says " the persons named" in a certain act of
incorporation-it does not say any nine or any five of the
persons —it must necessarily mean either all the persons, or a
majority of the persons named-it could not mean less than a




11
majority, because otherwise two organizations at least might
avail themselves of the same charter, and claim to become two
separate and distinct corporations, whereas the act only proposes to authorize the formation of one corporation.
But further; these steps taken towards organization were
all done in Missouri. ZNow, possibly, the acceptance might be
made in Missouri to give the individuals named the right to
organize; but the organization, to give it any legal validity,
must be in Illinois, because the Illinois law could have no force
or effect in creating a corporation beyond the territorial limits
of the State of Illinois.
Without acceptance and without organization the company
acquired no vested rights under the Illinois charter prior to
the 21st day of February, 1867-the date of the charter of the
" Illinois and St. Louis Bridge Company."
If no vested rights had been acquired by the " St. Louis and
Illinois Bridge Company" on the 21st day of February, 1867,
then it is clear that the act incorporating the "Illinois and
St. Louis Bridge Company" is valid and operative to give
the last named company exclusive corporate privileges for the
purposes designated in the act.
II. The acts of the Missouri Legislature above cited were
passed in February, 1864, and February, 1865.
On the 4th day of July, 1865, the Missouri Constitution was
declared adopted, and put in force.
There are two provisions of that instrument which affect
this question:
The 4th section of the 8th article of the Constitution declares
that " Corporations may be formed under general laws, but shall
not be created by special acts."
At the time of the adoption of this Constitution there had
been no acceptance of the charter under any of the laws referred to, nor any attempt to organize under them. The mere
enactment of a charter for a corporation does not create the
corporation without a]n act of acceptance on the part of the
persons named in the act as corporators.
Precisely a similar question arose in the State of Indiana.
In January, 1849, the Legislature passed an act incorporating
the' Fort Wayne and Southern Railroad;" on the 1st of INo



12
vember, 1851, the new Constitution of Indiana took effect,
containing the following clause:
"Corporations, other than banking, shall not be created by
special act, but may be formed under general laws."
The charter was not accepted until June 2, 1852.
The Supreme Court of Indiana says: " If the charter of
the Fort Wayne and Southern Railroad Company was not
accepted by the persons named as corporators prior to the
taking of effect of the new Constitution, it could not afterwards
be accepted, nor any corporation organized under it."  (See 16
Indiana, p. 40.)
The reason is plain. There could be no corporation created
until the charter was accepted; and the Constitution forbidding
the creation of a corporation by special act after its adoption,
there could be no acceptance after its adoption.
This decision was reaffirmed by the Supreme Court of Indiana. (See 17 Indiana, p. 243.)
It was held in both these cases that the clause in the Constitution in regard to corporations, and the clause declaring
that "all laws in force at the adoption of the Constitution,
not inconsistent with the Constitution, shall continue in force,"
&c., operated to repeal all charters, where rights had not been
acquired under them, by an acceptance of their provisions
prior to the adoption of the Constitution.
The Supreme Court of Missouri has in a recent decision
held the same doctrine. (See case of St. Joseph and Denver
City Railroad Co. vs. Buchanan County Court, 39 Mo. R.,
p. 485.)
The Missouri Legislature, by an act approved February 11,
1861, passed an act incorporating the St. Joseph and Denver
City Railroad Company. It provided that the County Court
of Buchanan County might subscribe for stock in the company
upon a vote of a majority of the taxable inhabitants of the
county. In March, 1866, the County Court submitted the matter to a vote of the taxable inhabitants of the county, and it
was adopted by a vote of nearly three to one.
The Supreme Court says-" The order for an election was
not made, nor did the vote take place, till after the adoption
of the present Constitution. The third section of the eleventh article of the Constitution declares that'all statute




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laws of this State now in force, not inconsistent with this
Constitution, shall continue in force until they shall expire by
their own limitation,' &c. The fourteenth section of the same
article is as follows:'The General Assembly shall not authorize any county, city or town to become a stockholder in, or to
loan its credit to any company, association or corporation,
unless two-thirds of the qualified voters of such county, * * *
at a regular or special election to be held therein, shall assent
thereto.' The act of the General Assembly providing for
taking the vote of the people of Buchanan County, and confining it to a majority of the taxable inhabitants, is reptugnant
to and inconsistent with that section of the Constitution
which places an inhibition on counties, cities and towns fiom
subscribing to stock, or loaning their credit, unless authorized
so to do by a two-thirds vote of the qualified voters. * * * *
As no vested rights had accrued previous to its adoption, the
Constitution must have complete and absolute control."
This fully settles the principle; indeed, it goes a step beyond it.
There is another provision of the Constitution which, under
the principle of the decision just referred to, is equally operative to defeat the organization of the "St. Louis and Illinois
Bridge Company."  We refer to the second section of the
eighth article, which reads as follows:
"No law shall be passed reviving or re-enacting any act
heretofore passed, creating any private corporation, where
such corporation shall not have been organized, and commenced the transaction of its business within one year from
the time such act took effect, or within such other time as may
have been prescribed in the act for organization and commencement of business."
There is no time limited in either of the acts of incorporation
referred to, for the organization of the corporation; it comes
then within that proviso which requires the organization to
take place within one year from the time the acts took effectthey all took effect from their passage and there was no organization within a year.
It may be said that the Constitution declares simply that no
law shall be passed, and not that no corporation shall be organized.




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But in the case of submiting a proposition to subscribe
stock, to a vote of the people, the Constitution says: "The
General Assembly shall not authorize," &c., not that the vote
shall not be taken; and our Supreme Court has construed this
clause to be inconsistent with the right on the part of the
county to submit the proposition in any other manner than
that pointed out by the Constitution, although a previous act
of the Legislature had pointed out a different mode.
It is very clear, therefore, that the acceptance of, and the
organization under the Missouri charters, made more than a
year after the acts took effect, and after the Constitution was
put in force, were acts done without authority of law or semblance of right.
And in regard to the Illinois charter of February 16th, 1865,
we have to say, that if the company was not and could not
be organized under a special act of the Missouri Legislature,
because of prohibitions contained in the Constitution of the
State of Missouri, then much less could such a corporation be
formed in MIissouri under a special act of the Illinois Legislature, because that would be giving greater effect to an Illinois
law in Missouri than an act of the Missouri Legislature could
possibly have in this State, and would in effect enable the Illinois Legislature to flood our State with private corporations
under special acts, in the teeth' of the public policy of the State,
and in violation of its Constitution.
SHARP & BROADHEAD.
St. Louis, Mio., Oct. 15th, 1867.