" ,S08 I THE GENERAL CORPORATION LAW OF PENNSYLVANIA, Approved 29 April, 1874, AXD SUPPLEMENTARY ACTS, WITH NOTES, FORMS AND INDEX, BY ANGELO T. FREEDLEY, Of the Philadelphia Bar. PHILADELPHIA: T. & J. W. JOHNSON & CO., LAW BOOKSELLERS, 535 CHESTNUT STREET. 1882. Entered according to Act of Congress in the year l882, by T. & J. W. Johnson & < In the Office of the Librarian of Cong! «J vV ^ v\ W. H. PILE A SONS, PRINTERS. PREFACE. This work is an attempt to supply what is deemed to be an existing want. A\ ith a view to methodical arrangement, the general and special statutes have been separately classed, and in the endeavor to render the work complete, all recent corporate laws with the decisions thereon have been inserted, as also a reference to the revenue acts ; subjects cognate to the general purpose have also been somewhat fully an- notated. The notes, which have naturally been the most laborious part, contain, it is believed, most if not all the cases bearing upon the various sections. As the work is mainly local, the familiar style of citing the reports has been used, and to ensure accuracy every citation, both of statutes and cases, has been verified in type. Care has also been taken to make the statutes an exact transcript of the Pamphlet Laws, both as to phraseology and punctuation. The opinions of the respective Attorneys-General of this State upon applications for charters have all been examined, and such of them as possess special interest have been referred to under the title O. A. G., [Opiniou Attorney General] together with the date. My thanks are due to Hon. Lyman D. Gilbert, Deputy Attorney-General, and to the Officers of the Department of The Secretary of the Commonwealth for their kind assistance in this regard. A. T. F. 710 Walnut Street. Philadelphia, January, 1882. THE GENERAL CORPORATION LAW OF PENNSYLVANIA, (Approved 29th April, 1874,) AND SUPPLEMENTARY ACTS. General Provisions. Section 1. Corporate Powers. 2. Classes of Corporations. Corporations for Profit. When entitled to hold Keal Estate. Corporations not for Profit. 3. Mode of Incorporation. Certificates for first Class. Certificates for second Class. How Foreign Corporations may become Domestic. 4. Length of Grant — Power to Revoke. 5. By-Laws. 6. Officers and their Duties. Vacancies in Office. 7. Quorum of Stockholders. 8. Certificates of Stock and Transfers. 9. Oath of Officer holding Election. 10. Cumulative Voting. 11. Capital Stock — Subscriptions to. Transfer of Shares. Calls — Assessment. 12. Power to Mortgage. Equity Jurisdiction in Mortgages. 13. Liability of Stockholders. Actions to Enforce. Service of Process. 14. Preferred Stock. 15. Property taken for Stock. 16. Deferred Stock. Q GENERAL CORPORATION Section 17. Increase of Capital Stock or Indebtedness. Meeting of Stockholders. Election. Voting. Eeturn of Election. 18. Seduction of Capital Stock. 19. Construction of Grant of Power. 20. Time for Commencing and Completing Works. 21. Return to Auditor General. 22. Acceptance by Existing Corporations. 23. Re-Chartering Existing Corporations. 24. Assessment of Damages. Appointment of Viewers. Tender of Security. Appeals. 25. Amendments to Charter. 26. Bonus to be Paid. Special Provisions — Companies for 27. Insurance of — Domestic Animals. Life and Accidents. Real Estate Titles. 28. Roads. 29. Ferries, Wharves and Bridges. 30. Telegraphs. 31. Water, Gas, Light or Heat. 32. Real Estate. 33. Safe Deposits. 34. Building and Loan Associations. 35. Iron and Steel. 36. Mechanical, Mining, Quarrying, Manufacturing, Trading, and other Companies included in \ 2, Article XVIII. 37. Inclined Plane Railways. 38. List of Charters to be Published. 39. Repeal of Prior Acts. 40. Dissolution of Corporations. 41. Taxation of Corporations. 1. General Powers. 1 — Corporations may be formed under the provisions of this act by the voluntary association of five or more persons, for the purposes, and in the manner mentioned herein, and when so formed, each of them by virtue of its existence as such, shall have the following powers, unless otherwise specially provided : 1 Act 29 April 1874, \ 1 ; P. L. 73. LAWS OF PENNSYLVANIA. 7 First. To have succession by its corporate name for the period limited by its charter, and when no period is limited thereby, or by this act, perpetually, subject to the power of the general assembly, under the constitution of this commonwealth. Second. To maintain and defend judicial proceedings. Third. To make and use a common seal 1 and alter the same at pleasure. Fourth. To hold, purchase and transfer such real and personal property as the purposes of the corporation require, not exceeding the amount limited by its charter or by law. 2 Fifth. To appoint and remove such subordinate officers and agents as the business of the corporation requires, and to allow them a suit- able compensation. 1 The presence of the seal is prima facie evidence that the corporation duly authorized the contract ; Berks Turnpike v. Myers, 6 S. & E. 16 ; Parkinson v. The City, 4 X orris, 313: and that it was affixed by competent authority; St. John's Church v. Steinmetz, 6 Harris, 273 ; .Solomon's Lodge, 58 Georgia, 547 ; Morris v. Keil, 20 Minn., 531 ; Conine v. Eailroad Co., 3 Houston, 288. 2 By Act of 8 April, 1881, [P. L. 9] it is provided : " Where any conveyances of real estate in this commonwealth have been made by any alien, or any foreign corporation, or corporations of another, or of this state, to any citizen of the United States, or to any corporation chartered under the laws of this commonwealth, and authorized to hold real estate, before any inquisition shall have been taken against the real estate so held to escheat the same, such citizen or corporation, grantee as aforesaid, shall hold and may convey such title and estate indefeasibly as to any right of escheat in this commonwealth, by reason of such real estate having been held by an alien, or corporation not authorized to hold the same by the laws of this commonwealth." And the Act of 8 June, 1881, [P. L. 69] provides as follows : \ 1. When copy of minutes to be evidence. — " Wherever any corporation may have sold, let or mortgaged, or may hereafter sell, let or mortgage, any of its corporate property, real or personal, or its franchises, a copy of the minutes of any meeting of the stockholders or directors of such corporation, authorizing or directing any such sale, letting or mortgaging, proven by oath or affirmation of the secretary, or other proper custodian of such minutes, to be a full and true copy of the minutes of such meeting, so far as relates to any such sale, letting or mortgaging, shall be prima facie evidence of the matters therein set forth in any case in which the original minutes, if duly proven, would be evidence in any judicial proceeding, relating to such property or "franchises ; and such copy, so probated before any officer authorized to take probate or acknowledgment of deeds for the purpose of record in this commonwealth, may be recorded in the office for recording deeds, in the proper county, in like manner, and with like effect, as other instruments of writing, relating to real estate in such county may be re- corded. \ 2. Evidence after dissolution. — Whenever any such corporation, after hav- ing sold, let or mortgaged any estate, real or personal, or franchises, may have been, or may hereafter be, dissolved in pursuance of law, such probate may be made by the secretary who kept or recorded such minutes, or by any other ex-officer of such dis- solved corporation having the actual custody of said original minutes, and the aver- ment of such facts in the probate shall be prima facie evidence thereof. ? 3. When informality not to invalidate transfers. — In case of any duly authorized sale, letting or mortgaging by a corporation, the same shall not be in- validated by any informality in the execution or acknowledgment of any convey- ance, mortgage or other instrument by any officer of such corporation for carrying the same into effect : Provided, That no defect in substance shall be deemed to be cured herebv." g GENERAL CORPORATION Sixth To make by-laws not inconsistent with law, for the management of its property, the regulation of its affairs and the transfer of its stock. _ Seventh. To enter into any obligation necessary to the transaction of its ordinary affairs. 2 Classes. 1 — The purposes for which the said corporations may be formed shall be as follows, 2 and shall be divided into two classes : First Class — Corporations not for Profit. The first class those for — I. The support of public worship. 3 II. The support of any benevolent, charitable, educational or missionarv undertaking. III. The support of any literary, medical, or scientific undertak- ing, library association or the promotion of music, painting or other fine arts. IV. The encouragement of agriculture and horticulture. V. The maintenance of public or private parks, and of facili- ties for skating, boating, trotting and other innocent or athletic sports, including clubs for such purposes, and for the preservation of game and fish. VI. The maintenance of a club for social enjoyments. VII. The maintenance of a public or private cemetery. 4 VIII. The erection of halls for public or private purposes. IX. The maintenance of a society for beneficial or protective purposes to its members from funds collected therein. 5 X. The support of fire engine, hook and ladder, hose or other companies for the control of fire. XI. For the encouragement and protection of trade and com- merce. XII. For the formation and maintenance of military organiza- tions. Each of said corporations may hold real estate to an amount the 1 Act 29 April, 1874, as amended by Act 17 April, 1876, §2; P. L. 30. 2 The Constitution of Pennsylvania (Art. XVI. § 6,) provides, "No corpora- tion shall engage in any business other than that expressly authorized in its charter." 3 In re Church of the Holy Communion, 37 Leg. Int., 194, an application for a charter exceeded the letter of the statute in desiring incorporation according to the doctrines of a particular sect, but this was held to be immaterial, as the prior Act of 13 October, 1840, \ 13 [P. L. 5] as to such corporations, was still in force. 4 By Act 14 May, 1874 [P. L. 165] cemetery companies not organized for cor- porate profit, may act as trustees of donations for the improvement of the cemetery. 5 Marriage benefit associations are not beneficial associations within the statute ; Re Quaker City Ass'n, 10 Weekly Notes Cas., 467. LAWS OF PENNSYLVANIA. V clear yearly value or income whereof shall not exceed twenty thous- and dollars. 1 When Purchases of Real Estate Authorized. 2 — In all cases of hospitals, schools, charitable, literary and religious institutions of all kinds, prohibited by their respective charters or by law from holding real estate, or limited as to the amount thereof, the said prohibition or limitation shall not be taken to extend to purchases made by corporations such as aforesaid, at sheriffs', masters' or mar- shals' sales of real estate, on which the party purchasing may hold a mortgage, judgment or ground rent, when such purchases are made to protect their respective interests ; and that deeds made to them re- spectively as such purchasers, by sheriffs, masters or marshals mak- ing the sales, shall convey to the said purchasers respectively a good and indefeasible title to any and all real estate so purchased, as if no prohibition or limitation as to the purchase of real estate existed in their respective charters or in the law : Provided, That all real es- tate bought by any corporations such as aforesaid under the provi- sions of this act, in excess of the quantity they are allowed by law or their respective charters to hold, shall be sold by said corporations either on ground rent or otherwise within ten years from the pur- chase so made as aforesaid. Second Class — Corporations for Profit. 3 The second class those for 4 — I. The insurance of the lives of domestic animals. 5 II. The insurance of human beings against death, sickness or personal injury. 6 III. The prevention and punishment of theft or wilful in- juries to property and insurance against such risks. IV. The construction and maintenance of any species of road other than a railroad and of bridges in connection therewith. 1 See Act 8 April, 1881 [P. L. 9] quoted supra p. 7, n. 2 ; The Constitution of Pennsylvania (Art. XVI. \ 6) provides, " No corporation * * * shall take or hold any real estate except such as may he necessary and proper for its legitimate business." 2 Act 13 May, 1879 ; P. L. 60. 3 Act 29 April, 1874, as amended by Act 17 April, 1876, \ 2 ; P L. 30. 4 The application must only include one of these classes ; if it combine two or more, the application will be rejected ; O. A. G., Jan. 24, 1877 ; Id. April, 1877 ; Id. Mav 24, 1877 ; in re Parker Elevator Co., O. A. G., Sept. 8, 1877 ; O. A. G. March 44, 1878. 5 Repealed by Act 1 May, 1876, \ 1, cl. 4 and \ 57 [P. L. 53] excepting un- der \ 54 of the said Act, associations issuing policies not containing a guaranteed sum of insurance. 6 Repealed by Act of 1 May, 1876, \ 1, cl. 3 and \ 57 [P. L. 53] excepting under \ 54 of the said Act, beneficial associations providing aid to the families of deceased members, and associations issuing policies not containing a guaranteed sum of insurance. 10 GENERAL CORPORATION V. The construction and maintenance of a bridge over streams within this state. VI. The construction and maintenance of a telegraph line. VI^. Constructing, maintaining and leasing lines of telegraph for the private use of individuals, firms, corporations, municipal and otherwise for general business, and for police, fire alarm or mes- senger business, or for the transaction of any business in which elec- tricity over or through wires may be applied to any useful purpose. 1 VII. The establishment and maintenance of a ferry. 2 VIII. The building of ships, vessels or boats, and carriage of persons and property therein. IX. The supply of water to the public. X. The supply of ice to the public. XL The manufacture and supply of gas, or the supply of light or heat to the public by any other means. XII. The transaction of a printing and publishing business. XIII. The establishment and maintenance of an hotel and drove- yard or boarding-house, opera and market house, livery or boarding stable, or either. XIV. The creating, purchasing, holding and selling of patent rights for inventions and designs, with the right to issue license for the same and receive^pay therefor. XV. Building and loan associations. XVI. Associations for the purchase and sale of real estate or for holding, leasing and selling real estate, for maintaining or erecting walls or banks for the protection of low lying lands, and for safe deposit companies. XVII. The manufacture of iron or steel, or both, or of any other metal, or of any article of commerce from metal or wood, or both. XVIII. The carrying on of any mechanical, mining, quar- rying or manufacturing business, 3 including all of the purposes cover- ed by the provisions of the act of the general assembly, entitled "An act to encourage manufacturing operations in this common- wealth," approved April seventh, one thousand eight hundred and forty-nine, 4 and entitled " An act relating to corporations for me- chanical, manufacturing, mining and quarrying purposes," approved July eighteenth, one thousand eight hundred and sixty-three, 8 and the several supplements to each of said acts, including the incorpora- tion of grain elevator, storage warehouse and storage yard companies, and also including the storage and transportation of water, with the 1 Act 1 May, 1876 ; P. L. 90. 2 Act 29 April, 1874, as amended by Act 17 April, 1876, § 2; P. L. 31. 3 Act 10 April, 1879 ; P. L. 20. 4 P. L. 563. 5 P. L. (1864), p. 1102. LAWS OF PENNSYLVANIA. 11 right to take rivulets and land and erect reservoirs for holding water, and also including the manufacture and brewing of malt liquors, but excluding the distilling and manufacturing of spirituous liquors. XIX. The insurance of owners of real estate, mortgages and others interested in real estate, from loss by reason of defective titles, liens and incumbrances. 1 XX. The re-chartering of corporations of either of these classes, the charters whereof are about to expire. XXI. The construction and maintenance of a wharf or wharves, for public and private use, and the maintenance of any unincorpo- rated wharf or wharves already constructed. XXII. The construction, erection and maintenance of observa- tories for public use or scientific purposes. XXIII. The formation and operation of stage and omnibus lines. XXIV. The formation and operation of inclined planes for the transportation of passengers and freight. 2 3. Mode of Incorporation. 3 — The charter of an intended cor- poration must be subscribed by five or more persons, 4 three of whom at least must be citizens of this commonwealth, 5 and shall set forth 6 — 1 Act 29 April, 1874, as amended by Act 17 April, 1876, §2; P. L. 31. This clause is not repealed by the Act of 1 May, 1876, [P. L. 53] as the latter statute does not provide for this species of insurance, and \ 57 thereof permits organization un- der any prior Act when such organization is not provided for by the Act of 1876; O. A. G. June 9, 1880; Id. August 11, 1881. 2 In addition to the above, various statutes have since been passed vyith refer- ence to corporations excluded from the Act of 1874 and its supplements, viz. : Insurance Companies; Act 1 May, 1876, P. L. 53; Act 29 June, 1881, P. L. 121. Banks; Act 13 May, 1876, P. L. 161; Act 4 June, 1879, P. L. 94; Act 11 June 1879, P. L. 133. Pipe Lines and Oil Storage Companies; Act 22 May, 1878, P. L. 104. Street Eailwav Companies in cities of second and third class ; Act 19 March, 1879, P. L. 9 ; Act 2 June, 1881, P. L. 39. 3 Act 29 April, 1874, \ 3 ; P. L. 75. 4 Strict compliance with the provisions of this section is essential ; Evangeli- cal Lutheran Congregation, 6 Phila. Eep. 64 ; In re Phila. Artisans' Institute, 8 Id. 229; 1 Leg. Gaz. Eep. 104; Charter of Eed Men's Mutual Eelief Association, 10 Phila. Eep. 546 ; 5 Pitts, L. J. [N. S.] 4. If but five subscribe and one be under disability the application will be rejected ; O. A. G. Nov. 6, 1879. 5 This fact should appear by petition or affidavit; In re Enterprise Mutual Benefit Association, 10 Phila. Eep. 380; 32 Leg. Int. 82; O. A. G. March 8, 187,. 6 The charter should be engrossed upon a single sheet of paper or parchment without interlineations; The Alexander Presbyterian Church of Philadelphia, ii 22 GENERAL CORPORATION Contents of Certificate. I. The name of the corporation. II. The purpose for which it is formed. 2 III. The place or places where its business is to be transacted. IV. The term for which it is to exist. 4 V. The names and residences of the subscribers and the number of shares subscribed by each. , VI. The number of its directors and the names and residences of those who are chosen directors for the first year. ' VII. The amount of its capital stock, if any, and the number and par value of shares into which it is divided. 6 1 Which should be distinct from that of any existing corporation ; First Pres- byterian Church of Harrisburg, 2 Grant's Cas. 240. In re Baptist Church, b Ha/.. Pa Ke°- 226 ; S. C. 1 Id. 75, a majority of the court are reported as saying, Inere is nothing in the adoption of a name which is borne by another which infracts any known law ; " but the application there was to vacate the approval of a charter, and the previously existing body had never been incorporated. 2 The purposes must be so specifically defined as to clearly come within the meaning of the act and afford full information to co-associates; The National Lit- erary Association, 6 Casey, 150 ; In re Deveaux, 54 Geo. 673 ; and charters for enu- merated objects "and other purposes" will be rejected; In re Journalists Fund, b Phila. Kep. 272. Approval will likewise be withheld from charters containing in- definite statements of offences which may result in expulsion ; Butchers' Beneficial Association, 11 Casey, 151; 2 Wright, 298; Beneficial Association of Brotherly Unity, Id. 299; Sarsfield Beneficial Society, 6 Phila. Rep. 64; In re Phila. Arti- sans' Institute, 8 Id. 229 ; In re Journalists" Fund, Id. 272. Incorporation for "the support of public worship" may be had according to the doctrines of a particular sect without showing affirmative compliance with the canons of that sect; In re Church of the Holy Communion, 37 Leg. Int. 194. In such cases the application should be made in general terms and articles will not be approved which vest the control of the corporate property elsewhere than in the lay members, or those elected or appointed" by such lay members; The Alexander Presbyterian Church, 6 Casey, 154; In re St. Paul's Church, Id. 152 ; In re Church of the Holv Communion, supra. In beneficial societies the application of the funds must be restricted to the pur- poses of the association; German General Beneficial Association, 6 Casey, 155. :i The mere location of an office is not sufficient ; In re The Enterprise Mutual Beneficial Association, 10 Phila. Rep. 380; 32 Leg. Int. 82. It must be the prin- cipal place or places of business for the purposes of taxation and service of pro Be Mann Mining Co., O. A. G., 16 March, 1877; and in New York under some- what similar statutes it is held that the certificate is conclusive as to this : Western Transportation Co. v. Scheu, 19 X. Y. 408. 4 This may be either perpetually or for a limited time ; infra, p. 18. 5 This article " plainly indicates that the application for incorporation is to be made by an existing association, presenting its constitution for legal approval;" Charter of Red Men's Relief Association, 10 Phila. Rep. 546; 31 Leg. Int. 254; 5 Pitts, L. J. [N. S.] 4; Be Gibbs, 3 Pitts. Rep. 499. But it is not ne :essary that the directors should be either subscribers to the stock or corporators; O. A. G., 11 < >! ; 4 Pitt-. L. J. [X. S.] 204; la re Enterprise Mutual Benefi- cial Association. 10 Phila. Rep. 380; 32 Leu'. Int.. s2 : and in Philadelphia County it is provided by a joint rule of the Courts of Common Pleas, adopted 5 February, 1877: "All notices of application for charters of incorporation shall set forth the particular Court to which application is to be made and the time when it will be heard." And, moreover, pending the advertisement, certificates of corporations of the first class should be lodged in the Prothonotary's office for public inspection; //* re Church of the Holy Communion, N Week. Not. ('as. 357 ; 37 Leg. Int. 124. In the latter case as reported in 37 Leu. Int. 194, it was held that an amendment not essentially changing the object of the association made after advertisement and before approval, would not necessitate further advertising. 6 Act 29 April, 1874, § 3; P. L. 75. 14 GENERAL CORPORATION to a law judge of the said county, 1 accompanied by proof of the publication of the notice of such application, who is hereby required to peruse and examine said instrument, and if the same shal be found to be in the proper form, and within the purposes named in the first class specified in the foregoing section, and shall appear lawful and not injurious to the community, 2 he shall endorse there- on these facts, and shall order and decree thereon that the charter is approved, 3 and that upon the recording of the said charter and order, the subscribers thereto and their associates, shall be a corpora- tion for the purposes and upon the terms therein stated, 4 and the said order aud charter shall be recorded in the office for the record- in «■ of deeds in and for the county aforesaid, and from thenceforth the persons named therein and subscribing the same, and their associates and successors, shall be a corporation by the name therein given:' Certificates for Second Class. 6 — The certificate for a corpora- tion embraced within the second class, named in the foregoing sec- tion, shall set forth all that is hereinbefore required to be set forth, and 'except building and loan associations, shall also ^ state that ten per centum of the capital stock thereof has been paid in cash to the treasurer of the intended corporation, and the name and residence of such treasurer shall be therein given. 7 Acknowledgment. — 1 The Supreme Court will not approve a charter ; In re Tara Benevolent Society, 9 Phila. Bep. 287. In Philadelphia County the application, when made to Courts of Common Pleas Nos. 2 and 4, is placed upon the motion lists ; in Courts of Com- mon Pleas Nos. 1 and 3, a contrary practice prevails. 2 A charter will not be granted for an Electropathic Institute with power to confer decrees where the charter does not require the graduates to fulfil the requirements of the Act of 24 March, 1877, [P. L. 42] ; Re Electropathic Institute, 9 Weekly Notes Cas. 31 ; 37 Leg. Int. 262 ; nor to associations whose object is, upon the marriage of any of their members, to raise a fund for such member by mutual assessment ; Re Quaker City Ass'n, 10 Weekly Notes Cas. 467. 3 Li examining charters "the Court acts under the grant of an extraordinary power, of a special nature, and confined to the cases described in the Act of Assem- bly ;" St. Mary's Church, 6 S. & K. 505 ; and the application and action of the Court constitute an adjudication, and after rejection the application cannot be with- drawn ; In re Philadelphia Belief Association, 7 Weekly Notes Cas. 146. 4 Although the statute be a general public law, yet charters of private corpora- tions organized thereunder are private acts and must be so pleaded and proved ; First National Bank v. Gruber, 6 Norris, 468. 5 In Philadelphia County the usual fees are, exclusive of professional and con- veyancing expenses : Court Costs, ........ $5.00 Advertising in the Legal Intelligencer and two other newspapers, (about) 17.00 Affidavit to certificate before recorder of deeds, .... 1.00 Affidavit of residence and publication, .... .50 Becording Charter, ....... 3.00 6 Act fa April, 1874, \ 3 ; P. L. 76. 7 Payment of ten per cent, is imperative, even from companies accepting the pro- visions of Section 17 of Act 29 April, 1874 [infra, Sect. 15], although it is immate- rial by whom paid ; O. A. G., 26 April, 1876 ; Id. 23 June, 1876 ; and payment O* LAWS OF PENNSYLVANIA. 15 The same shall be acknowledged by at least three of the subscribers thereto, before the recorder of deeds of the county in which the chief operations are to be carried on, or in which the principal office \s situated, 1 and they shall also make and subscribe an oath or affirma- tion before him, to be endorsed on the said certificate, that the state- ments contained therein are true. Presentation to GOVERNOR. — The said certificate, accompanied with proof of publication of noti<-<- as hereinbefore provided, shall then be produced to the governor of this commonwealth, who shall examine the same, and if he find it to be in proper form and within the purposes named in the second class, specified in the foregoing section, he shall approve thereof and en- dorse his approval thereon, and direct letters patent to issue in the usual form, incorporating the subscribers and their associates and succes- sors into a body politic and corporate, in deed and in law, by the name chosen. 2 Recording Certificate. — And the said certificate shall be recorded in the office of the secretary of the commonwealth. in a book to be by him kept for that purpose, and he shall forthwith furnish to the auditor general an abstract therefrom, showing the name, location, amount of capital stock, and name and address of the trea- surer of such corporation. 3 The said original certificate, with all of its endorsements, shall then be recorded in the office for the record- ing of deeds, in and for the county where the chief operations are to be carried on, and from thenceforth the subscribers thereto, and their must be in cash — not cash "or its equivalent ;" O. A. G., 24 May, 1877 ; but it is not necessary that the entire capital should have been subscribed; O. A. G., 28 Sept. 1874; 'id. 10 Nov. 1874. So non-payment of the ten per cent, may not invalidate the charter after letters- patent have issued ; Commonwealth v. West Chester R. R., 3 Grant's Cases, 200 ; and in the absence of express provisions requiring original subscribers to pay a certain percentage, one who suffers his name to remain on the articles until organ- ization cannot defeat his subscription by such non-payment; Garrett ?•. Dillsburg R. R., 28 P. F. Smith, 465 ; aliter when the statute declares that no subscription shall be valid unless such percentage be then paid, and no subsequent acts of estop- pel exist ; Boyd v. Peach Bottom Railway, 9 Norris, 169 ; and giving a note is not payment; Leighty v. The Turnpike Co.. 1-1 S. & R., 434; Boyd v. Peach Bottom Railway, supra ; Jersey City Gas Co. v. Dwight, 29 N. J. Eq. 246. 1 By the Act of 18 March, 1879, [P. L. 7], it is provided that whenever under any general or special act the principal office of any corporation must be kept in any particular place, the majority of stockholders thereof, may, by a prescribed certifi- cate, election and return, remove the office to any other specified place within the same county. 2 After letters-patent have issued, a court of equity can neither enjoin the organi- zation nor forfeit the franchises; Mitcheson v. Harlan, 3 Phila. Rep. 385; Lejee v. Continental Passenger Railway, 10 Phila. Rep. 362 ; 32 Leg. Int. 386. A scire/ to repeal the letters-patent is the appropriate remedy; Com. v. Boley, 1 Weekly Notes ( 'as. 3<»3 ; or quo warranto at the suit of the Commonwealth; Kishacoquillas Co. v. McConaby, 16 S. & R. 145; a private relator cannot institute quo warranto for this purpose; Murphy r. Bank, 8 Harris, 415; Com. v. Phila. &c. R. R., 10 Weeklv Notes Cas. 400. 3 And all corporations of the second class (except building and loan associations and mutual savings funds; Act 14 April, 1879, \ 8, P. L. 18) must themselves make the return prescribed by \ 26 of the Act of 29 April, 1874; infra, Sect. 21. 1( 3 GENERAL CORPORATION associates and successors, shall be a corporation, for the purposes and upon the terms named in the said charter. 1 Evidence. 2 — Certified copies of both the records thereof and of the charters of the corporations named in the first class specified in the foregoing section, shall be competent evidence for all purposes in the courts of this commonwealth. Yees. 3 The secretary of the commonwealth shall charge and re- ceive a fee of five dollars upon every paper relating to a corpora- tion filed or recorded in his office. Foreign Corporations may become Domestic 4 — Corpora- tions created by or under the laws of any other state, doing busi- ness in this state, and in which three or more stockholders are citi- zens of this state, and which are embraced within corporations of the second class defined in section two of an act approved 29th April, 1874, entitled "An act to provide for the incorporation and regula- tion of certain corporations," may become corporations of this state, under the provisions of said last mentioned act, by preparing, having approved and recorded a certificate, in which shall be stated — What Certificate of Foreign Corporation to state. First, The name of the corporation. Second. Its purpose. Third. The place or places where its business is to be transacted. Fourth. The term for which it is to exist. Fifth. The names and residences of the stockholders and the num- ber of shares held by each. Sixth. The number of its directors, and the names and residences of those elected for the current year. Seventh. The amount of its capital stock and the number and par value of the shares into which it is divided. Eighth. The legislation under which it was originally created. Ninth. Its financial condition at the date of the certificate, showing capital stock paid in, funded debt, floating debt, estimated value of property and cash assets, if any. Said certificate shall be accompanied by a certificate, under the seal of the corporation, showing the consent of a majority in interest of such corporation to such application for a charter, and to a renun- 1 The corporate existence cannot be collaterally attacked for any cause, and this, whether the corporation be specially chartered or organized under general laws ; Cochran v. Arnold, 8 P. F. Smith, 405, (overruling Paterson v. Arnold, 9 Wright, 410) ; Garrett v. Dillsburg Railway, 28 P. F. Smith, 465. 2 Act 29 April, 1874, § 3 ; P. L. 76. 3 Id. 4 Act 9 June, 1881, \ 1 ; P. L. 89. LAWS OF PENNSYLVANIA. 17 ciation of its original charter and of all privileges not enjoyed by corporations of its class, under the laws of this commonwealth. Certificate of Foreign Corporation to be acknowledged.' — Said certificates shall be acknowledged by at least three of the direc- tors of said corporation, before the recorder of deeds of the county in which the chief operations are to be carried on or in which the principal office is situated, and said directors shall also make and subscribe an oath or affirmation before him, to be endorsed on the said certificate, that the statements contained therein are true. Governor to Examine. 2 — The said certificate shall then be produced to the governor of this commonwealth, who shall examine the same, and if he find it to be in proper form and within the pur- poses named for corporations of the second class in the said second section of said act of April twenty-ninth, one thousand eight hun- dred and seventy-four, before mentioned, he shall approve thereof'and endorse his approval thereon, and direct letters patent to issue, in the usual form, incorporating said stockholders and their successors into a body politic and corporate in deed and in law by the name chosen. Record of Certificate. 3 — And the said certificate shall be record- ed, in the office of the secretary of the commonwealth, in a book to be by him kept for that purpose, and he shall forthwith furnish the auditor general an abstract therefrom, showing the name, location, amount of capital stock, and name and address of the treasurer of such corporation ; the said original certificate, with all its endorse- ments, shall then be recorded in the office for the recording of deeds in and for the county where the chief operations are to be carried on. Powers of new Corporations. 4 — From the date of said let- ters patent, said corporation shall be and exist as a corporation of this commonwealth, under the provisions of law regulating corporations of its class and of its charter ; and all of the rights, privileges, pow- ers, immunities, lands, property and assets, of whatever kind or character the same may be, possessed and owned by the original cor- poration, shall vest in, and be owned and enjoyed by, the said cor- poration so created as fully and with like effect as if its original char- ter had remained in force, save as by general law and said certificate expressly stated otherwise; and all suits, claims and demands In- said corporation in existence at the date of said new charter shall and may be sued, prosecuted and collected under the laws governing the said corporation prior to its new charter, and claims and demands of 1 Act 9 June, 1881, \ 2; P. L. 89. 2 Id. 3 Id. * Id. I 3. 18 GENERAL CORPORATION every nature and character in existence at the date of said new char- ter may be collected from and of said new chartered corporation, as fully and with like effect as if no change had taken place. Registration of all Corporations. 1 — Hereafter no institution or company, incorporated or organized by or under any law of this com- monwealth, general or special, or incorporated or organized under the laws of any other state and doing business in this commonwealth, shall o-ointo operation without first having the name of the institution or com- pany, the date of incorporation or organization, the act of assembly or authority under which incorporated or organized, the place of business, the post office address and names of the president, secretary and treasurer, the amount of capital authorized by its charter, and the amount of capital paid into the treasury of the company, registered in the office of the auditor general ; and every institution or company now engaged in business in this commonwealth shall, within ninety days after the passage of this act, register as herein required in the office of the auditor general ; and any such institution or company which shall neglect or refuse to comply with the provisions of this section, shall be subject to a penalty of five hundred dollars, which penalty shall be collected on an account settled by the auditor general and state treasurer in the same manner as taxes on stock are settled and collected. 4. Length of Grant — Power to Revoke. 2 — The charters for incorporations named in this act may be made perpetual, or may be limited in time by their own provisions; and the general assembly reserves the power to revoke or annul any charter of incorporation granted or accepted under the provisions of this act, whenever in the opinion of the said general assembly it may be injurious to the citi- zens of this commonwealth, in such manner, however, that no injus- tice shall be done to the corporators or their successors. 3 5. By-Laws. 4 — The by-laws of every corporation created under the provisions of this statute, or accepting the same, shall be deemed and taken to be its law, subordinate to this statute, the charter of the same, the constitution and laws of this commonwealth, and the con- stitution of the United States. 5 They shall be made by the stock- 1 Act 7 June, 1879, § 1 ; P. L. 112. 2 Act 29 April, 1874, §4 ; P. L. 76. 3 Constitution of Pennsylvania, Act XVI., \ 10 ; New Jersey v. Yard, 95 U. S. 104; Erie K. E. v. Casey, 2 Casey, 287 ; 1 Grant's Cas. 274. 4 Act 29 April, 1874, \ 5 ; P. L. 77. 5 By-laws must conform to the provisions and spirit of the charter, or, when the charter is silent, to the common law and the particular nature and purpose of the LAWS OF PENNSYLVANIA. 19 holders or members of the corporation, at a general meeting called for that purpose, unless the charter prescribes another body, or a different mode. 1 They shall prescribe the time and place of meeting of the corporation, the powers and duties of its officials, and such other matters as may be pertinent and necessary for the business to be transacted, and may contain penalties for the breach thereof, not ex- ceeding twenty dollars. 2 6. Officers and their Duties. 3 — The business of every corpo- ration created hereunder, or accepting the same, shall be managed and conducted by a president, a board of directors or trustees, a clerk, a treasurer, and such other officers, agents and factors as the corpora- tion authorizes for that purpose. 4 Directors or Trustees. 5 — The directors or trustees shall be chosen corporation ; Com. v. Gill, 3 Wharton, 248 ; Com. ;-. Fisher, 7 Phila. Eep. 264 (see AngeU & Ames on Corporations. \ :!4o for instances wherein by-laws have been adjudged invalid upon this doctrine.) By-laws must also be reasonable, and those which are unequal, oppressive, or clearly injurious to the corporate interests, are invalid; Com. v. Gill, mpra; Granger v. Grubb, 7 Phila. Pep. 350; Hibemia Fire Engine Co. v. Com., 8 Weekly Notes ( as. 320: and the reasonableness of the by-law is solely a question for the court ; Hibernia Fire Engine Co. v. Com., ubi supra. 1 Unless authorized by the charter the board of directors have no power to make by-laws, nor to alter, amend or repeal the same ; United Fire Association v. Bense- man, 4 Weekly Notes Cas. 1 ; Morton Co. v. Wysong, 51 Ind. 4: but the affirmations and acquiescence of a member may estop him from questioning the mode in which the by-laws have been enacted; Morrison v. Dorsey, 48 Md. 462. 2 By-Laws regulate rights between the corporation and its members and their representatives; Wain v. Bank, 8 8. & R. 89; Martin v. Railroad Co., 30 La. An., 308; but the rights of third persons claiming under such by-laws depend upon the general principles applicable to ordinary cases; Flint v. Pierce, 99 Mass. 68. In St. Patrick's Society v. McVey, 11 Norris, 510, it was held that by-laws of beneficial societies regulating the amounts payable by members do not constitute a contract with such members upon their admission to the society, but are subject to future alteration. 3 Act 29 April, 1874, \ 5; P. L. 77. When Married Women Eligible as Officers. — "In all cases, married women shall be deemed and held qualified or free from any disability on account of cover- ture, for appointment and acting as corporators or officers of all associations incor- porated heretofore, or that may be hereafter incorporated, for purposes of learning, benevolence, charity or religion;" Act 19 April, 1879; P. L. 16. * Officers entrusted with the management of the corporate business, are general agents, and private restrictions imposed by the corporation, are immaterial against third persons acting on the faith of the agency ; Gratius V. Land Co., 3 Phila. Kep. 447 ; and as such agents they incur no personal liability when avowedly contracting on behalf of the company ; Beeson v. Lang, 4 Norris, 198 ; but judgment cannot be confessed against the corporation by its officers without authority of the directors; Freeman ». Plaindealer Co., 9 Luz. Leg. Reg. 37; Hardiman v. Phila. Assn., 2 Weekly Notes Cas. 440; and obviously an officer cannot transfer by estoppel thai which he is incapable of doing by contract ; Junction R. R. Co. v. Penna. R. K. < !o., 30 P. F. Smith, 265. Officers, moreover, occupy a quasi fiduciary relation to the corporation, and cannot profit by purchasing claims against it: Hill v. Frazier, 10 Harris, 320. 5 Act 29 April, 1874, \ 5 ; P. L. 77. 20 GENERAL CORPORATION annually by the stockholders or members, at the time fixed by the by-laws, 1 and shall hold their office until others are chosen and quali- fied in their stead ; the manner of such choice and of the choice or appointment of all other agents and officers of the company, shall be prescribed by the by-laws. 2 The number of directors or trustees shall not be less than three ; one of them shall be chosen president by the directors, or by the members of the corporation, as the by-laws shall direct. The members of said corporation may, at a meeting to be called for that purpose, determine, fix or change the number of direc- tors or trustees that shall thereafter govern its affairs ; and a majority of the whole number of such directors or trustees shall be necessary to constitute a quorum. Clerk — Secretary. 3 — The clerk shall be sworn and shall record all the votes of the corporation, and the minutes of its transactions, in a book to be kept for that purpose. Treasurer. 4 — The treasurer shall give bond in such sum and with such sureties as shall be required by the by-laws, for the faithful dis- charge of his duties, and he shall keep the moneys of the corporation in a separate book account, to his credit as treasurer, and if he shall neglect or refuse so to do, he shall be liable to a penalty of fifty dol- lars for every day he shall fail to do so, to be recovered at the suit of any informer in an action of debt. 5 Vacancies. 6 — In case of the death, removal, or resignation of the president or any of the directors, treasurer or other officer of any such company, the remaining directors may supply the vacancy thus created until the next election. 1 Mandamus lies to compel such annual election ; Com. v. Keim, 38 Leg. Int. 32 ; The People v. Town of Fairbury, 51 111. 149 ; The People v. Albany Hospital, 61 Barbour, 397. 2 Knowledge of the rules, regulations and by-laws of the company will be im- puted to its stockholders and its officers; Bedford Railroad Co. v. Bowser, 12 Wright, 37 ; Hurter v. Sun Mutual Ins. Co., 26 La. An. 13, (aliter as to their sureties ; Atlantic B. R. Co. v. Cowles, 69 N. C. 59.) Hence, where no salary is attached to the office none can be recovered; Kilpatrick v. Penrose Ferry Bridge Company, 13 Wright, 118; Field v. Union Box Co., 2 Weekly Notes Cas. 426. Nor when the salary is fixed will extra compensation be allowed for extra services ; Carr v. Chartiers Coal Co., 1 Casey, 337 ; and a resolution remunerating officers who had been elected to serve without compensation is merely voluntary and revocable; Loan Assn. v. Stonemetz, 5 Casey, 534. 3 Act 29 April, 1874, § 5 ; P. L. 77. 4 Id. 5 Under a somewhat similar statute it has been held that as the treasurer is the recognized responsible custodian of the funds, the directors have no power to de- posit them elsewhere ; Pearson v. Tower, 55 N. H. 215. 6 Act 29 April, 1874, \ 9 ; P. L. 78. LAWS OF PENNSYLVANIA. 21 7. By-Laws — Quorum of Stockholders.' — Every such corpo- ration may determine, by its by-laws, what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting to consti- tute a quorum ; if the quorum is not so determined, a majority in interest of the stockholders shall constitute a quorum. 8. Certificates of Stock — Transfers. 2 — The directors of such corporation shall procure certificates or evidences of stock, and shall deliver them signed by the president, countersigned by the treasurer, and sealed with the common seal of the corporation, 3 to each person or party entitled to receive the same, according to the number of shares by him, her or them respectively held, which certificates or evidences of stock shall be transferable at the pleasure of the holder, in person or by attorney duly authorized, as the by-laws may prescribe, 1 subject, however, to all payments due, or to become due thereon; 5 and the assignee or party to whom the same shall have been so transferred, shall be a member of said corporation, and have and enjoy all the immunities, privileges and franchises, and be subject to all the liabilities, conditions and penalties incident thereto, 6 in the 1 Act 29 April, 1874, \ 6 ; P. L. 77. 2 Act 29 April, 1874, \ 7 ; P. L. 78. < 3 The corporation is liable to bona Jide holders of certificates fraudulently issued by its officers; Willis v. Philadelphia & Darhy R. R. Co., 6 Weekly Notes Cas. 461 ; Tome v. Railroad Co., 39 Md. 36. 4 Section 11 of Act 29 April, 1874, provides for transfers on the books of the com- pany, and by Section 12 thereof no transfer can be made until all previous calls have been paid, or the stock forfeited for non-payment thereof; infra, p. 2~>. Between vendor and purchaser the title to stock passes by delivery without actual transfer on the corporate books, subject to the claims of the corporation; and by commercial usage a certificate of stock accompanied by an irrevocable power of attorney, either filled up or in blank, is, in the hands of third parties, presumptive evidence of ownership in the holder; Wood's Appeal, 11 Norris, 379; Com. v. Watmough, 6 Wh. 117 ; Building Ass'n v. Sendmever, 14 Wright, 67 ; Finney's Appeal, 9 P. F. Smith, 398; Prall v. Tilt, 28 N. J. Eq. 480; McNeil v. Bank, 46 N. Y. 325 ; Holbrook v. Zinc Co., 57 Id. 623. But as between the members and the corporation, the primary evidence of their relation is the records of the com- pany, by which alone are the corporate rights determined; Bank of Commerce's Appeal, 23 P. F. Smith, 59; Farrar v. Walker, 3 Dillon, 506, n.; Hoppinr. Buffum, 9 R. I. 513; Ex parte Willcocks, 7 Cowen, 411; Bank v. Cook, 4 Pick. 406; McDaniels v. Flower Brook Co., 22 Vt. 284. 5 The object being to secure all liabilities without regard to the time they mature ; Pittsburgh R. R. Co. v. Clarke, 5 Casey, 153. 6 Under these provisions, coupled with \ 11 of this Act, the cases of Canal Co. v. Sansom, 1 Binney, 70 ; Palmer v. Ridge Mining Co., 10 Casey, 288 ; Franks Oil Co. v. McCleary, 13 P. F. Smith, 317 ; Pittsburgh &c, R. R. Co. v. Otterson, 4 Weekly Notes Cases, 545, would seem to have no application,; see Pittsburgh Ac. Co. v. Clarke, 5 Casey, 153 ; Merrimac Co. v. Levy, 4 P. F. Smith, 227 ; Wilbur v. Stock- holders, 35 Leg. Int. 348 ; infra, p. 24, n. 1. 22 GENERAL CORPORATION .same manner as the original subscriber or holder would have been/ but no certificate shall be transferred so long as the holder thereof is indebted to said company, unless the board of directors shall consent thereto. 2 9. Oath of Officers Holding Elections. 3 — No person acting as judge or officer holding an election for any such corporation, shall enter on the duties of his office or appointment until he take and sub- scribe an oath or affirmation before a judge, alderman, justice of the peace, or other person qualified by law to administer oaths, that he will discharge the duties of his office or appointment with fidelity, that he will not receive any vote but such as he verily believes to be legal; and if any such judge or officer shall, knowingly and wilfully, violate his oath or affirmation, he shall be subject to all the penalties imposed by law upon the officers of the general election of this commonwealth violating their duties, and shall be proceeded against in like manner and with like effect. Illegal Election set Aside. 4 — And if any election, as aforesaid, be held without the person holding the same having first taken an oath or affirmation, as aforesaid, or be invalid for any other reason, such election shall be set aside in the manner now provided by law, and a new election ordered by the court of common pleas of the p roper county, upon the petition of not less than five stockholders supported by proof satisfactory to said court. 10. Cumulative Voting. 5 — In all elections for directors, mana- 1 This section is an abridgment of the Act of 19 February, 1849, \ 7 (P. L. 82), in construing which it was said, " The clause which gives to the assignee the advan- tages, and subjects him to the disadvantages, of a member of the corporation, 'in the same manner as the original subscriber would have been,' was intended to fix the extent of the assignee's liability, and not to limit or release that of the assignor. The words ' would have been,' are, therefore, altogether insufficient, in the con- nexion in which they stand, to perform the important office of releasing the original subscriber from his contract ;" Pittsburgh B. K. Co. v. Clarke, 5 Casey, 153. In the previous case of West Phila. Canal Co. v. Innes, 3 Wharton, 202, a con- trary view was intimated by the court below, but apparently not sanctioned in error. See Angell & Ames on Corp., § 534 ; Thompson's Liability of Stockholders, § 210-227. 2 The liability of an original subscriber for an unpaid and uncalled balance of subscription is an indebtedness within this clause ; Pittsburgh E. K. Co. v. Clarke, 5 Casey, 146; In re Bachman, 12 Bank Eeg. 223; Wain v. Bank, 8 S. & E. 73. But the liability of an officer to his company for fraudulently issuing its stock, will not justify the company from refusing to transfer certificates for such stock when held by bona fide owners; Willis v. Philada. & Darbv E. E. Co., Weeklv Notes Cas. 461. 3 Act 29 April, 1874, \ 8 ; P. L. 78. *Id. 5 Act 29 April, 1874, \ 10, as amended by Act 25 April, 1876 ; P. L. 47. LAWS OF PENNSYLVANIA. 23 gers or trustees of any corporation created under the provisions of this statute, or accepting its provisions, each member or stockholder or other person having a right to vote, may east the whole number of his votes for one candidate, or distribute them upon two or more candidates as he may prefer, that is to say : If the .-aid member or stockholder or other person having a right to vote, own one share of stock or has one vote, or is entitled to one vote for each of six direc- tors by virtue thereof, he may give one vote to each of said six direc- tors, or six votes for any one thereof, or a less number of votes for any less number of directors, whatever may be the actual number to be elected, and in this manner may distribute or cumulate his votes as he may see fit :' all elections for directors or trustees shall be by ballot, and every share of stock shall entitle the holder thereof to one vote, in person or by proxy, to be exercised as provided in this section. 2 11. Capital Stock— Payment of Subscriptions. 3 — The capi- tal stock of every such corporation that has or requires a capital stock, shall consist of not more than one million dollars, and shall be divided into shares of not more than one hundred dollars each ; 4 and all sub- scriptions to the capital stock shall be paid in such instalments and at such times as the directors may require, 5 and if default be made in 1 This section incorporates Art, XVI. \ 4, of the Constitution of Pennsylvania, as construed in Hays c. Comm'th, 1 Norris, 518 ; Com. v. Lintsman, 6 Pitts. L J (N. S.) 122. -The right of voting by proxy is not a general right, and the party claiming it must show a special authority therefor; Craig v. First Presbyterian Church, 7 Nor- ris, 4/ ; Brown, v Commonwealth, 3 Gr. Cas. 209. By Act' 29 April, 1874, \ 21, {infra, page 33,) it is provided that in elections to increase the capital stock, all proxies must have been given within three months preceding Mich election. The general method of voting proxies is regulated bv the Act of 28 March, 1820; 7 Smith's Laws, 320. See Act of 11 June, 1879, P.'L. 139, [infra, Sect. 28, ch. l'l), as to voting at meetings of stockholders of turnpike, plank 'road and bridge com- panies. 3 Act 29 April, 1874, \ 11; P. L. 79. 4 The capital stock is a trust fund for the payment of the corporate debts, and the liability for unpaid subscriptions cannot be released by the corporation to the pre- judice of its creditors; Upton v. Tribilcock, 91 U. S. 45; Bowden p. Santos, 1 Hughes, 159 ; and upon the insolvency of the company this liability can he enforced by the creditors upon bill filed, or by an assignee in bankruptcy, although no assessment or call has been made by the corporation and the certificate upon its face purports to be •non-assessable;" and in an action therefor a stockholder will not be allowed to setoff individual claims against the company; Hatch o. Dana, 101 V. S. 205; Up- ton v. Tribilcock, ubi supra ; Wilbur v. The Stockholders, 35 Leg. Int. 346; Loner. Penn. Ins. Co. 6 Barr, 422 ; Macungie Savings Bank v. Bastian, 10 Weekly Notes (as. 71. And it is immaterial that no certificate was ever issued if the subscriber has bound himself to contribute; Hawley o. Upton, 102 U. S. 314. So, after assess- ment, unpaid subscriptions due to the company may he attached by its creditors or be recovered by its voluntary assignee in insolvency; Peterson v. Sinclair, 2 Nor- ris,250; West Chester R. B. Co. v. Thomas, 2 Phila. Rep. 344; Grermantown R. W. Co. v. Fitler, 10 P. F. Smith, 131; Macungie Savings Bank v. Bastian, 10 Weekly Notes Cas. 71. 5 By Section 12 of Act of 29 April, 1874, assessments may be made "by the cor- 24 GENERAL CORPORATION any payment the person or persons in default 1 shall be liable to pay, in addition to the amount so called for and unpaid, at the rate of one half of one per centum per month for the delay of such payment, and the directors may cause suit to be brought for the recovery of the amount due, together with the penalty of one half of one per centum per month, as aforesaid, 2 or the directors may cause the stock to be sold in the manner provided in clause two of section thirty-nine of this act. 3 Right to Vote. 4 — And no stockholder shall be entitled to vote at any election, or at any meeting of the stockholders, on whose share or shares any instalments or arrearages may have been due and un- paid for the period of thirty days immediately preceding such election or meeting. 5 Transfer of Shares. 6 — The shares of the capital stock of every such company may be transferred on the books of the company, in poration, at a legal meeting called for that purpose ;" see infra, p. 25, n. 7, as to a stockholder's liability for unpaid subscriptions. 1 Being the registered holder when the instalment is due ; West Phila. Canal Co. v. Innes, 3 Wharton, 198 ; Webster v. Upton, 91 U. S. 65 ; without regard to the nature of his ownership; Pullman v. Upton, 9(5 U. S. 328 ; Germania Bank v. Case, 10 Pitts. Leg. Jour. [N. S.] 127 ; Long r. Penn Ins.Co., 6 Barr, 421 ; and moreover, a merely nominal transfer for the purpose of escaping liability will not relieve the transferor; Germania Bank v. Case, ubi supra. The cases of Canal Co. v. Sansom, 1 Binney, 70 ; Palmer v. Ridge Mining Co., 10 Casey, 288 ; Franks Oil Co. v. McCleary, 13 P. F. Smith, 317 ; Pittsburgh &c. R. R. Co. v. Otterson, 4 Weekly Notes Cas. 545; would seem to have no application, in view of the provisions of $ 7 of this Act I supra, p. 21,) subjecting the assignee to all the liabilities of the original subscriber, coupled with the wording of the present section ; Pittsburg &c. R. R. Co. v. Clarke, 5 Casey, 153, where in construing a similar statute, the Court said: "The new stockholder is made liable to the lien as well as to the action, 'in the same manner as the original subscriber would have been' if he had made no transfer;" Merrimac Co. v. Levy, 4 P. F. Smith, 227; Wilbur v. Stockholders, 35 Leg. Int. 348. And when the assignee is not liable, the liability of the original subscriber continues ; Messersmith v. Sharon Bank, 11 Pitts. Leg. Jour. (N. S.) 254; 8 Weekly Notes Cas. 91. 2 The manner of serving process to enforce this liability is regulated by the Act of 14 May, 1874; P. L. 146, quoted infra, p. 29. It is not necessary to prove the formal organization of the company although averred in the declaration ; Grubb v. Mahoning Nav. Co., 2 Harris, 302 ; and averring that the calls were duly made is a sufficient averment that they were made in conformity with the Act of Assembly ; Bavington v. Pittsburgh &c. Railroad Co., 10 Casey, 363. 3 Infra, Sect. 36, cl. 2. The remedy is apparentlv alternative ; Northern R. R. v. Miller, 10 Barb. 260; Small v. Herkimer Co., 2 N. Y. 330; Giles v. Hutt, 3 Exch. 18 ; Great Northern Co. v. Kennedy, 4 Id. 418 ; Edinburgh Railway Co. v. Hebble- white, 6 M. & W. 707 ; Macon R. R. Co. v. Vason, 57 Geo. 314. 4 Act 29 April, 1874, g 11 ; P. L. 79. 5 And by Section 21 of Act of 29 April, 1874, [infra, p. 33,] in all elections to increase the capital stock no share transferred within sixty days is entitled to vote, and all proxies must bear date and have been executed within three months prior to such election. 6 Act 29 April, 1874, \ 11 ; P. L. 79. LAWS OF PENNSYLVANIA. 25 person or by attorney, subject to such regulations as the by-laws may prescribe j 1 but the provisions of this section shall not apply to corpo- rations in which by this act different and other rules and provisions are enacted for their regulation and government. Capital Stock. 2 — The stock of every corporation created under the provisions of this statute shall be deemed personal property. Galls — Assessments. 3 — And no shares shall be transferable until all previous calls thereon shall have been fully paid in or shall have been declared forfeited for the non-payment of calls thereon; 4 and every corporation may, from time to time, at a legal meeting called for the purpose, 5 assess upon each share of stock such sums of money as the corporation may think proper, not exceeding in the whole the amount at which each share was originally limited ; 6 and such sums assessed shall be paid to the treasurer at such times and in such in- stalments as the corporation directs. 7 No note or obligation given 1 Supra, p. 21 ; Act 29 April, 1874, \ 7. A corporation being a trustee for stockholders is bound to proper vigilance to prevent unauthorized transfers ; Tele- graph Co. v. Davenport, 97 U. S. 369; and permitting, without inquiry, a transfer under a power of attorney thirteen years old is not such proper vigilance; Penn- sylvania R. R. Co's Appeal, 5 Xorris, 80, (reversing S. C. 2 Weekly Notes (as. 363). A purchaser cannot by mandamus compel the corporation to register the transfer to himself; Birmingham Fire Ins. Co. v. Commonwealth, 11 Xorris, 72; the appro- priate remedy being an action in the case wherein the measure of damages is the value at the time of refusal to transfer; German Building Ass'n v. Sendmeyer, 14 Wright, 67; Wain v. Bank, 8 S. & R. 73 ; Presbvterian Church v. Bank, 5 Barr, 345. 2 Act 29 April, 1S74, g 12; P. L. 79. 3 Id. 4 Nor (under Act 29 April, 1874, §7,) while the holder is indebted to the com- pany, unless the board of directors consent thereto ; supra, p. 22. 5 By the preceding section the original subscriptions are to be paid at such times as the directors may require; supra, p. 23. 6 In cases of insolvency a court of equity or bankruptcy will compel such calls to be made ; supra, p. 23, n. 4 ; Germantown R. R. v. Fitler, 10 P. F. Smith, 131. 7 A stockholder sustains a triple relation to the corporation, to other stockholders and to corporate creditors, and hence contracts valid or invalid between two of these classes, may be rejected or sustained as to the other class ; Graff v. Railroad Co., 7 Casey, 489, 498; Miller v. Railroad Co., 6 Xorris, 95; Upton v. Englehart, 3 Dillon, 49<). The subscription to the capital stock creates a debt which cannot be avoided by transfer without the consent of the company; Graff v. Railroad Co. ubi supra ; Peterson v. Sinclair, 2 Xorris, 250; and when made prior to incorporation, can thereafter be recovered by the company; but an unaccounted delay of six years in prosecuting the work and making calls, bars the action; Pittsburgh &c. R. R. Co. v. Byers, 8 Casey, 22; McCully d. Railroad Co., Id. 25 ; Pittsburgh &c. R. R. Co. v. Graham, 12 Id. 77 ; Pittsburgh &c. R. R. v. Plummer, 1 Wright, 413; aliter of mere delay in making calls ; Allibone v. Hager, 10 Wright, 48 ; [see infra, p. 34, for the time within which corporations created hereunder must commence and complete their work]. Many eases upon the subject of stockholders' liability are collected in Angell & Ames on < Jorporations, eh. 15 ; Thompson's Liability of Stock- holders. I ().">,' seq. In addition thereto, the Pennsylvania, and more recent cases, tend to preserve the capital intact. It is no defence that the subscription was ob- 26 GENERAL CORPORATION by a stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock. 1 Stock of other Corporations. 2 — And it shall not be lawful for any such corporation to use any of its funds in the purchase of any stock in any other corporation, or to hold the same, except as collateral security for a prior indebtedness, except as provided in section thirty- seven of this act. 3 12. Power to Mortgage. 4 — It shall be lawful for all corporations to borrow money or to secure any indebtedness created by them, by tained by fraudulent representations of an agent of the corporation, unless it be part of a scheme of fraud participated in by the company itself; Custar v. Gas Co., 13 P. F. Smith, 381; Upton v. Englehart, 3 Dillon, 496 ; nor is the subscription avoided by the grant of additional privileges, although the corporate liabilities are inciden- tally increased thereby ; Cross v. Eailroad Co., 9 Norris, 392 ; Gray v. Monongahela Co., 2 W. & S. 156 ; nor by beneficial modifications furthering the real object of the undertaking; Everhart v. Eailroad Co., 4 Casey, 353; see Southern Pa. E. E. r. Stevens, 6 Norris, 190; but the termini of a road companv form part of the con- tract ; Manheim Co. v. Arndt, 7 Casey, 317 ; Caley v. Eail'road Co., 30 P. F. Smith, 363. The charter and franchises cannot be collaterally attacked, and matters of defence to this effect are not admissible in actions for assessments ; Garrett v. Eail- road Co., 28 P. F. Smith, 465 ; Hanover Junct'on Co. v. Haldeman, 1 Norris, 37 ; Chubb v. Upton, 95 U. S. 665. Evidence of ratification and participation in corporate affairs will, of course, be admissible to estop a subscriber from deny- ing an otherwise invalid subscription ; Philada. &c. E. E. Co. v. Cowell, 4 Casev, 329 ; McCully v. Eailroad Co., 8 Id. 25 ; Hays v. Eailroad Co., 2 Wright, 8i ; Craig v. Normal School, 22 P. F. Smith, 46 ; Commonwealth v. Insurance Co., 11 Phila. Eep. 550; but a voluntary payment of one assessment does not imply a promise to pay subsequent calls; Franks Oil Co. v. McCleary, 13 P. F. Smith, 317 ; Pittsburgh Coal Co. v. Otterson, 4 Weekly Notes, 545. So it is no defence that an original subscriber has not paid the percentage required to be certified prior to obtaining the charter ; Garrett v. Eailroad Co., 28 P. F. Smith, 465 ; see Com- monwealth v. Eailroad Co, 3 Grant's Cases, 200; and see also concurring opinion, Bucher r. Eailroad Co., 26 P. F. Smith, 306; and an attempted release of certain subscribers by the board of directors is an act in excess of their corporate authority and ineffectual ; Bedford Eailroad Co. v. Bowser, 12 "Wright, 30. Private condi- tions annexed to subscriptions made prior to incorporation are invalid, and the subscription will be absolute ; Bavington r. Eailroad Co., 10 Casev, 358 ; Nippe- nose Co. v. Stadon, 18 P. F. Smith, 256; Boyd r. Eailroad Co., 9 Norris, 169; alitor of conditional subscriptions after incorporation; Phila. E. E. Co. r. Hickman, 4 Casey, 318; Caley v. Eailroad Co., 30 P. F. Smith, 363; Hanover Junction Co. v. Haldeman, 1 Norris, 37 ; McCarty v. Eailroad Co., 6 Norris, 332 : unless construc- tively fraudulent as to other stockholders ; Miller v. Eailroad Co., 6 Norris, 95. 1 Boyd v. Eailroad Co., 9 Norris, 169 ; McComb v. Credit Mobilier, 5 Weekly Notes, 80; Bailey v. Gas Co., 19 Pitts. Leg. Jour. 73. Upon payment of all in- stalments the stockholder is entitled to a certificate ; Johnson v. Eailroad Co., 40 How. Pr. 193. 2 Act 29 April, 1874, § 12 ; P. L. 39. 3 The exception relates solely to building and loan associations ; infra, Sect. 34. By Act 29 April, 1874, ? 38, clause 6, it is provided that any corporation may sub- scribe to, take, or purchase the bonds or stock of any companies formed for the manufacture of iron, steel or other metal, or of articles of commerce from wood or metal, or may guarantee the payment of such bonds; infra, Sect. 35, el. 6. 4 Act 29 April, 1874, \ 13 ; P. L. 80. LAWS OF PENNSYLVANIA. 27 issuing bonds, with or without coupons attached thereto, and to secure the same by a mortgage or mortgages to be given and executed to a trustee or trustees, for the use of the bondholders, 1 upon their real estate and machinery, 2 or on their real estate alone, to an amount not exceeding one half of the capital stock of the corporation paid in, and at a rate of interest not exceeding six per centum f but this section shall not be construed to prevent mortgages for a greater amount and at a high rate of interest, where the power to make the same is expressly given by the terms of this statute to certain classes of corpo- rations, or is contained in the charter of any private corporations accept- ing this act, or in the statutes under which certain other classes thereof are by the provisions of this statute to be controlled, governed and managed. 4 Equity Jurisdiction in Certain Mortgages. 5 — Each of the several courts of common pleas of this commonwealth shall have and exercise all the powers of a court of chancery, in all cases of or for enforcing rights under mortgages of the property or franchises of any coal, iron, steel, lumber or oil, or any mining, manufacturing or trans- portation corporation, where such property or franchises, or any part thereof, shall be situate or exercisable within the limits of this com- monwealth, and belong to or be exercisable by any domestic corpora- tion or any foreign corporation under permission granted by the laws of this commonwealth. 6 When the corporation shall have either voluntarily appeared to any suit brought under or covered by this act, or shall have been duly served with process, the court in which such suit is or shall be pending shall have jurisdiction of the subject-matter, irrespective of the local situation in this State of the mortgaged premises ; and its process to enforce any interlocutory or final order or decree made by such courts, in relation to the preservation, custody, sale or other disposition of the mortgaged premises, may be executed within any county of the State: Provided, That when such mortgage shall have 1 The invalidity of the mortgage does not affect the liability on the bonds; Phila. R. R. Co. v. Lewis, 9 Casey, 33. 2 Roberts' Appeal, 10 P. F. Smith, 400 ; Phila. &c. R. R. Co. v. Woelpper, 14 Id. 366. 3 When not otherwise provided by statute, a mortgage signed and acknowledged by a majority of the board of directors, and sealed with the corporate seal, is suffi- ciently executed; Gordon v. Preston, 1 Watts, 385. The Act of 8 June, 1881, P. L. 69, (supra, p. 7, n. 2), provides that a copy of the minutes may in certain cases be evidence in proceedings relating to property mortgaged or transferred. 4 Special statutes relate to mortgages bv gas and water companies ; Act 24 March, 1877 ; P. L. 39; quoted infra, Sect. 31, cl. 3. By exhibition companies; Act 17 April, 1878; P. L. 22. 5 Act 23 March, 1877, \ 1 ; P. L. 32. 6 Ibid, \ 2. 28 GENERAL CORPORATION been given by a corporation having a corporate existence in this State only, the proceedings upon the said mortgage shall be had in the county within which the principal office of the said company shall be situate. 13. Liability of Stockholders. 1 — The stockholders in each of said corporations shall be liable, in their individual capacity, to the amount of stock held by each of them, 2 for all work or labor done 3 to carry on the operations of each of said corporations ;* but this section shall not be construed to increase or diminish the liability of stock- holders in corporations which, by the terms of this statute, are to be governed, controlled and managed by the provisions of other statutes, but their liability shall be fixed and defined by the terms of the sta- tutes by which said corporations are to be governed, controlled and managed. 5 Action to Enforce Liabilities. 6 — In any action or bill in equity 7 brought to enforce any liability under the provisions of this act, the plaintiff may include as defendants, any one or more of the stockholders of such corporation, claimed to be liable therefor; and if judgment be given in favor of the plaintiff for his claim, or any part thereof, and any one or more of the stockholders so made defendants, 1 Act 29 April, § 14, as amended by Act 17 April, 1876, \ 3 ; P. L. 32. 2 The liability exists, although the stock be fully paid ; Patterson v. Wyomissing Co., 4 Wright, 117 ; and is entirely ajiart from the liability of the officers and direc- tors under Act 29 April, 1874, \ 39, cl. 5, 6 and 9, [infra, Sect. 36] ; Hill v. Frazier, 10 Harris, 320. 3 The Act of 1874 provided that stockholders should be liable for all work or labor done " or materials furnished ;" but the amendment of 1876 omitted the latter words. For classes embraced within the terms "workmen and laborers," see infra, Sect. 36, cl. 11, n. 4 Statutes imposing individual liability for corporate debts, being in derogation of the common law, are strictly construed ; Mover v. Slate Co., 21 P. F. Smith, 293 ; Mean's Appeal, 4 Norris, 75 ; Weigley v. Coal Co., 5 Phila. Rep. 67. [Many cases upon this liability will be found in Thompson's Liability of Stockholders, \ 25, 103.] 5 For the individual liability of stockholders in mining, manufacturing, and other corporations embraced within Art. XVIII. of "Corporations ot the Second Class," (supra, p. 10), see infra, Sect. 36, cl. 11 and n. For the individual liability of stockholders in corporations ior the manufacture of iron, steel, metal, or of articles of commerce from metal or wood, see infra, Sect. 35, cl. 8. 6 Act 29 April, 1874, gl5 ; P. L. 80. 7 As the individual liability of stockholders is created solely by statute, and does not exist at common law, (supra, n. 4,) the statute which creates it may provide the exclusive manner of its enforcement; Pollard v. Bailey, 20 Wallace, 520,526; Brinham v. Coal Co., 11 Wright, 43 ; Youghiogheny Co. v. Evans, 22 P. F. Smith, 331. And where the stockholders defendant are also creditors, a bill in equity is the more appropriate remedy ; Mathez v. Neidig, 72 N. Y. 100'. LAWS OF PENNSYLVANIA. 29 shall be found to be liable, judgment shall be given against him or them. 1 Execution." — The execution upon such judgment shall be first levied on the property of such corporation, if to be found in the county where the chief business of the corporation is carried on, and in case such property, sufficient to satisfy the same, cannot be found in said county, the deficiency, or so much thereof as the stockholder or stock- holders, defendants, in such judgment, shall be liable to pay, shall be collected of the property of such stockholder or stockholders; 1 on the payment of any judgment as aforesaid, or any part thereof, by one or more stockholders, the stockholder or stockholders so paying the same shall be entitled to have such judgment, or so much thereof as may have been paid by him or them, assigned to him or them for his or their benefit, with power to enforce the same in manner aforesaid, first against the company, and in case the amount so paid by him or them shall not be collected of the property of the corporation, then ratably against the other solvent stockholders, if any such there be, originally liable for the claim on which such judgment was obtained. 4 Limitation of Liability. 5 — But no stockholder shall be person- allv liable for payment of any debt contracted by any such corpora- tion, unless suit for the collection of the same shall be brought against such stockholder or stockholders within six months after such debt shall have become due. 6 The officers and stockholders of corporations organized under or accepting the provisions of this act shall not be individually liable for the debts of said corporation otherwise than in this [act] provided. Service of Process to Enforce Liability. 7 — In all actions or *To enforce this liability, the stockholders, or a portion of them, must be joined in the action against the corporation ; Hoard v. Wilcox, 11 Wright, 51 ; s. c. 2 P. F. Smith, 377; Wood v. Simons, 110 Mass. 116; and the plaintiff may recover against those proved to be stockholders, notwithstanding that others not liable may have been joined as defendants ; McHose v. Wheeler, 9 Wright, 32. The charter is prima facie evidence that the persons named therein were members, and the defendants cannot avoid responsibility by reason of irregularities in the organization ; McHose v. Wheeler, 9 Wright, 32; Patterson o. Wyomissing Co., 4 Id. 117. 2 Act 29 April, 1874, \ 15; P. L. 80. 3 The liability of stockholders is secondary and cannot be enforced until the assets of the primary debtor — the corporation— are exhausted; Patterson v. Wyo- missing Co., 4 Wright, 117; Mansfield Iron Co. v. Willcox, 2 P. F. Smith, 377 ; Mean's Appeal, 4 Norris, 75. *This provision of the section (which was taken from the Act of 7 April, 1849; P. L. 568), was construed in Brinham v. Coal Co., 11 Wright, 43. 5 Act 29 April, 1874, \ 15 ; P. L. 80. 6 Act 29 April, 1874, \ 24 ; P. L. 83. 7 Act 14 May, 1874 ; P. L. 146. 30 GENERAL CORPORATION proceedings now or hereafter brought or instituted in any county within this commonwealth, to charge the stockholders of any corpo- ration with any of the debts of such corporation, or to enforce pay- ment of instalments due upon stock, service of summons or other pro- cess, may be made upon the stockholders resident within such county in the same manner as writs of summons are now directed to be served, and upon those residing in other counties of this common- wealth by the sheriff of the county in which they may respectively reside, and upon those non-residents of this commonwealth by pub- lication for four successive publications in a newspaper published within the county where such action or proceeding is brought or in- stituted, and also in the state in which such non-residents may reside, as the court from which such action or proceedings shall issue may direct, and a copy of such publication shall be mailed to the post office address of such non-resident stockholders, if such address can be ascertained. 14. Preferred Stock. 1 — Every corporation created under the provisions of this act, or accepting its provisions, may, with the con- sent of a majority in interest of its stockholders, obtaining [obtained] at a meeting to be called for that purpose, of which public notice shall be given during thirty days in a newspaper of the proper county, issue preferred stock of the corporation, the holders of which pre- ferred stock shall be entitled to receive such dividends thereon as the board of directors of the corporation may prescribe, payable only out of the net earnings of the corporation. 2 15. Property may be taken for Stock— Deferred Stock. 3 — Every corporation created under the provisions of this act or accepting its provisions, may take such real and personal estate, mineral rights, patent rights and other property, as is necessary for the purposes of its organizations and business, 4 and issue stock to the amount of the value thereof, in payment thereof, and the stock so issued shall be declared and taken to be full paid stock, and not liable to any further calls or assessments ; and in the charter and the certificates and statements to be made by the subscribers and officers of the corporation, such stock shall not be stated or certified as having been issued for cash paid into the company, but shall be stated or certified in this respect according 1 Act 29 April, 1874, g 16 ; P. L. 81. 2 West Chester E. K. Co. v. Jackson, 27 P. F. Smith, 321. 3 Act 29 April, 1874, \ 17, as amended by Act 17 April, 1876, \ 4 ; P. L. 32. 4 Hence a corporation cannot issue full paid stock for bonds ; O. A. G., 26 Febru- ary, 1877. LAWS OF PENNSYLVANIA. 31 to the fact; 1 and the executors or administrators of any deceased ten- ant in common of lands, mines and mineral rights so proposed to be taken may, and they are hereby authorized, to convey the individual estate and interest of such decedent therein to such company, receiv- ing therefor so much stock in such company as the said decedent would have been entitled to receive in his lifetime, to be held in the same manner as the lands: Provided, That no directions or limita- tions contained in any last will and testament of such decedent shall be in any manner interfered with : And provided, That before making such conveyance, such executors or administrators shall give sufficient security, to be approved by the orphans' court having jurisdiction of their accounts, for the faithful application of the stock received therefor. Fictitious Increase Prohibited. 2 — No such corporation shall issue either bonds or stock except for money, labor done or money or property actually received, and all fictitious increase of stock or indebtedness in any form shall be void. 3 16. Deferred Stock. 4 — Every such corporation may provide for the issue of deferred stock in payment for such real or personal estate or mineral rights, and if so provided, it shall be expressly stated in the charter filed, or in a certificate to be made and recorded, or in the acceptance of this statute, to be filed by any corporation accepting its provisions, with the amount of such deferred stock, and the consider- ation of the same, and the terms on which the same shall be issued : and the said stock may be made to await payments of dividends thereon, until out of the net earnings at least five per centum has been declared and paid upon the other full paid stock of the corpo- ration. 17. Increase of Capital Stock or Indebtedness. 5 — The capi- tal stock or indebtedness 6 of any corporation to be created under the provisions of this statute or accepting its provisions, may be in- creased, from time to time, by the consent of the persons or bodies 1 And in addition the certificate must, under \ 3, state that ten per cent, of the cap- ital stock has been paid in cash; O. A. G., 26 April, 1876; Id. 23 June, 1876 : supra, p. 14. 2 Act 29 April, 1874, 1 17, as amended by Act 17 April, 1876, §4 ; P. L. 32. 3 Constitution of Pennsylvania, Art. XVI., sect. 7. 4 Act 29 April, 1874, § 17, as amended by Act 17 April, 1876, g 4; P- L. 32. 5 Act 29 April, 1874, \ 18; P. L. 81; Constitution of Pennsylvania, Art. XVI.. Sect. 7. 6 A mortgage to secure an existing debt is not an increase of indebtedness ; Ahl v. Rhoads, 3 Norris, 319. 32 GENERAL CORPORATION corporate holding the larger amount in value of the stock of such company, 1 to such amount as such corporation is by this act au- thorized to increase its capital stock or indebtedness, 2 but such in- crease shall only be made for money, labor done, or money or property actually received. 3 Meeting of Stockholders therefor. 4 — Any such corporation desirous of increasing its capital stock or indebtedness as provided by this act, shall, by a resolution of its board of directors, call a meet- ing of its stockholders therefor, which meeting shall be held at its chief office or place of business in this commonwealth ; and notice of the time, place and object of said meeting, shall be published once a week for sixty days prior to such meeting, in at least one newspaper published in the county, city or borough wherein such office or place of business is situate. Election to Increase Capital or Indebtedness. 5 — At the meeting called, pursuant to the nineteenth section of this act, an election of the stockholders of such corporation shall be taken for or against such increase, which shall be conducted by three judges, stockholders of said corporation, appointed by the board of. directors to hold said election, and if one or more of said judges be absent, the judge or judges present shall appoint a judge or judges, who shall act in the place of the judge or judges absent, and who shall respectively take and subscribe an oath or affirmation, before an officer authorized by law to administer the same, well and truly, and according to law, to conduct such election to the best of their ability; and the said judges shall decide upon the qualification of voters, and when the election is closed count the number of shares voted for and against such increase, and declare whether the persons or bodies corporate holding the larger amount of the stock of such corporation have consented to such increase, or refused to consent thereto,. and shall make out duplicate returns of said election, stating the number of shares of stock that voted for such increase, and the 1 The board of directors have no such power; Railway Co. r. Allerton, IS Wal- lace, 233 ; Eidman v. Bowman, 58 111. 444. 2 The right to issue the stock is a franchise held by the corporation in trust for all the corporators, and cannot be disposed of unequally; Montgomery Bank v. Reese, 2 Casey, 143; 7 Casey, 78; Scott v. Curry, 4 P. F. Smith, 270; Gray v. Port- land Bank, 3 Mass. 365. 3 The constitution provides [Art 16, ? 7 :] "No corporation shall issue stocks or bonds except for money, labor done, or money or property actually received ; and all fictitious increase of stock or indebtedness shall be void. The stock and indebt- edness of corporations shall not be increased except in pursuance of general law, nor without the consent of the persons holding the larger amount in value of the stock, first obtained at a meeting to be held after sixty days' notice given in pursu- ance of law." * Act 29 April, 1874, \ 19 ; P. L. 82. 5 Act 29 April, 1874, \ 20 ; P. L. 82. LAWS OF PENNSYLVANIA. 33 number that voted against such increase, and subscribe and deliver the same to one of the chief officers of said company. Voting thereon. 1 — Each ballot shall have endorsed thereon the number of shares thereby represented, and be signed by the holder thereof, or by the person holding a proxy therefor ; but no share or shares transferred within sixty days shall entitle the holder or holders thereof to vote at such election or meeting, 2 nor shall any proxy be received, or entitle the holder to vote, unless the same shall bear date and have been executed within three months next preceding such elec- tion or meeting ; and it shall be the duty of such corporation to furnish the judges at said meeting with a statement of the amount of its capital stock, with the names of persons or bodies corporate holding the same, and number of shares by each respectively held, which state- ment shall be signed by one of the chief officers of such corporation, with an affidavit thereto annexed, that the same is true and correct to the best of his knowledge and belief. &" Return of Election thereof. 3 — It shall be the duty of such corporation, if consent is given to such increase, to file in the office of the secretary of the commonwealth, within thirty days after such elec- tion or meeting, one of the copies of the return of such election provi- ded for by the twentieth section of this act, with a copy of the resolu- tion and notice calling same thereto annexed ; and upon the increase of the capital stock or indebtedness of such corporation made pursuant thereto, it shall be the duty of the president or treasurer of such cor- poration, within thirty days thereafter, to make a return to the secre- tary of the coninionwealth, under oath, of the amount of such in- crease and terms of the same, that is to say, the terms on which additional stock is issued f and in case of neglect or omission so to do, the corporation shall be subject to a penalty of five thousand dol- lars, which penalty shall be collected on an account settled by the auditor general and state treasurer, as accounts for taxes due the com- monwealth are settled and collected ; and the secretary of the common- wealth shall cause said returns to be recorded in a book to be kept for that purpose, and furnish a certified copy of the same to the auditor general, and the corporation shall have the right to recover the same from the officer neglecting or omitting to file the return as aforesaid. 1 Act 29 April, 1874, § 21 ; P. L. 82. 2 And under Section 11, [sttpro, p 24,] "no stockholder shall be entitled to vote at any election or at any meeting of stockholders, on whose share or shares any in- stalments or arrearages may have been due and unpaid for the period of thirty days immediately preceding such election or meeting." 3 Act 29 April, 1874, § 22 ; P. L. 83. 4 Unpaid subscriptions to additional stock constitute such increase; O. A. <>.. -1 December, 1874. The fees of the Secretary of the Commonwealth upon such re- turn are twenty-five dollars, under Act of 28 March, 1873, [P. L. 53;] Be Alliance Coal Mining Co., O. A. G., 19 July, 1877. 34 GENERAL CORPORATION 18. Reduction of Capital Stock. 1 — Any corporation created under the provisions of this act, and any corporation of the classes named in the second section hereof, that is now in existence by virtue of any law of this commonwealth, 2 may reduce its capital stock or alter and change the par value of the shares thereof, by a vote of the stock- holders taken in the manner and under the regulations prescribed in the eighteenth, nineteenth, twentieth, twenty-first and twenty-second sec- tions of this act f and it shall be lawful for any corporation in die same manner to sell, assign, dispose of and convey to any corporation created under or accepting the provisions of this act, its franchises, and all its property, real, personal and mixed, and thereafter such corpo- ration shall cease to exist, aud the said property and franchises not inconsistent with this act, shall thereafter be vested in the corporation so purchasing as aforesaid. 19. Construction of Grant of Power— Future Modifica- tion of Act. 4 — The incorporation of any association of persons for the purposes named in this act, or accepting the same, shall be held and taken to be of the same force aud effect as if the powers and privi- leges conferred, and the duties enjoined, had been conferred and en- joined by special act of the legislature, and the franchises granted shall be construed according to the same rules of law and equity as if it had been created by special charter, and no modification or re- peal of this act shall affect any franchise obtained under the provi- sions of the same. 5 20. When Work to be Commenced and Completed. 6 — If any company incorporated under this act, or the act to which this is a supplement, 7 shall not proceed to carry on its work, and construct its necessary buildings, structures or improvements within the space 1 Act 29 April, 1374, \ 23, as amended by Act 17 April, 1876, \ 5 ; P. L. 33. 2 But such corporation must first accept the provisions of the constitution and of this Act; O. A. G., 21 August, ls77. 3 Supra, p. 31-33. These regulations must be strictly pursued, any departure therefrom rendering the reduction invalid ; O. A. G., 20 August, 181 i . 4 Act 29 April, 1874 , \ 25 ; P. L. 83. 5 Such francbises may however be taken by the exercise of the right of emi- nent domain under the constitution of Pennsylvania, Art. XVI. §3, which pro- vides : "The exercise of the right of eminent domain shall never be abridged or so construed as to prevent the General Assembly from taking the property and fran- chises of incorporated companies, and subjecting them to public use the same as the property of individuals ; and the exercise of the police power of the State shall never be abridged or so construed as to permit corporations to conduct their busi- ness in such manner as to infringe the equal rights of individuals or the general well-being of the State." 6 Act 17 April, 1876, \ 11 ; P. L. 37. 7 That is, the Act of 29 April, 1S74. LAWS OF PENNSYLVANIA. 35 of two years from the date of its letters patent, and .shall not within the space of five years thereafter complete the same, the rights and privileges thereby granted to said corporation shall revert to the com- monwealth. 1 21. Return to Auditor General.- — No corporation of the se- cond class shall go into operation without first having the Dame of the institution or company, the date of incorporation, the place of busi- ness, the amount of capital paid in, and the names of the president and treasurer of the same registered, in the office of the auditor gen- eral ; and any such institution or company which shall neglect or re- fuse to comply with the provisions of this section, shall be subject to a penalty of live hundred dollars, which penalty shall be collected on an account settled by the auditor general and state treasurer as taxes on capital stock are settled and collected. 22. Acceptance of Act by Existing Corporations.'— Any corporation or corporations for any of the purposes named and covered by the provisions of this act, heretofore created by any special act or acts, or in existence under the provisions of any general law of this commonwealth, 4 shall be entitled to all the privileges, immunities, franchises and powers conferred by this act upon corporations to be created under the same, upon filing in the office of the secretary- of the commonwealth a certificate of a single corporation, or a joint cer- tificate if two or more corporations incorporated for and doing the same kind of business, under the seal or seals of said corporation or corporations, accepting the provisions of the constitution and of this act, duly authorized by a meeting of stockholders called for that pur- pose; and upon such acceptance and approval by the governor, he shall issue letters patent to said corporation, or if two or more corpo- rations, to said corporations as one corporation, under such name as shall be designated by said corporation or corporations in said single or joint certificate, together with the amount and capital, number of shares and par value thereof, as shall be designated by said corpora - l And the company cannot thereafter maintain an action for an unpaid subscrip- tion ; McCally v. Kailroad Co., 8 < !asey, 25. 2 Act 29 April, 1874, £26, as amended by Act 17 April, 1876, \ 6; P. L.33. This section does not apply to mutual savings fund or building and loan associations ; (Act 10 April, 1879, \ 8; P. L. 18, infra, Sect. M : but the section itself is practically supplied by the Act of 7 June, 1879, \ 1, [P. L. 112,] quoted supra, p. 18. 3 Act 29 April. 1874, \ 26, as amended by Act of 17 April, 1876, \ 6; P. L. 33. 4 Thi> duos not include corporations of the first class; they are covered by Art 29 April. 1874, § 42, [infra, page 41] ; Be Women's Christian Association. < '. A. I ... 20 November, 1876. % 36 GENERAL CORPORATION tion or corporations in said certificate :* Pi'ovided, That where two or more corporations shall make a joint certificate as aforesaid, and let- ters patent shall be issued to said new corporation, said corporations shall thenceforth be deemed, held and taken to be merged and con- solidated, and be subject to all the limitations and liabilities of this act. 23. Re- Chartering Existing Corporations. 2 — Corporations created by or under the laws of this State, embraced within either of the classes named in section two of this act, the charters whereof are about to expire by lapse of time from their own limitation, may be re-chartered, or the charters thereof renewed, under the provisions of this act, by preparing, having approved and recorded the certificate named in said section for the class of corporation of which the same is one, in addition to the requirements provided in this act for a new corporation f the certificate for a re-charter shall state the fact that it is a renewal of the former charter, naming the corporation and the date of its first charter. It shall also be accompanied with a certifi- cate, under the seal of the corporation, showing the consent of at least a majority in interest of such corporation to such re-charter. It shall also state the financial condition of the said corporation at the date of such certificate, showing capital stock paid in, funded debt, floating debt, estimated value of property, and cash assets, if any. It shall expressly accept the provisions of the constitution of this State and of this act, and expressly surrender all privileges con- ferred upon such corporation by its original charter that are not en- joyed by corporations of its class under this act or general laws of this commonwealth. 4 Effect of Re-Charter/' — From the date of recording of such cer- tificate, if the corporation be of the first class named in section two of this act, and from the date of letters patent, if of the second class, the said re-chartered corporation shall be and exist as a new corpora- tion under the provisions of this act and of its said renewed charter ; and all of the rights, privileges, powers, immunities, lands, property and assets, of whatever kind or character the same may be, possessed 1 When corporations existing prior to the Act of 1874, and accepting its provi- sions, have paid a bonus upon their capital stock, they are not required to pay an additional bonus under Act 29 April, 1874, \ 44, [injra, p. 42 ;] O. A. G., 9 Novem- ber, 1874 ; aliter as to corporations seeking a re-charter under Section 40 of Act of 29 April, 1874 ; O. A. G., 4 March, 1879. 2 Act 29 April, 1874, §40 ; P. L. 103. 3 Notice must be given by advertisement as in the case of original applications, supra, p. 13; Re Port Triverton &c. Ferry Co.; O. A. G., 8 January, 1S76. 4 Such re-chartered corporation must pav the bonus required by Act 29 April, 1874, 1 44, {infra, p. 42 ;] O. A. G., 4 March, 1879. 5 Act 29 April, 1874, §40; P. L. 103. LAWS OF PENNSYLVANIA. 37 and owned by the said original corporation, shall vest in and be owned and enjoyed by the said re-chartered corporation, as fully and with like effect as if its original charter had not expired, save as herein and by said certificate expressly stated otherwise ; and all suits, claims and demands by said corporations in existence at the date of such re- charter, shall and may be sued, prosecuted and collected, under the laws governing the said corporation prior to its re-charter, and all claims and demands of every nature and character in existence at said re-charter, may be collected from and off the said re-chartered corpo- ration, as fully and with like effect as if no change had taken place. 24. Assessment of Damages — Petition. 1 — In all cases in which, under the provisions of this act, any corporation is permitted to take waters, streams, lands, property, materials or franchises for the public purposes thereof, and the said corporation cannot agree with the owner or owners of any such waters, streams, lands, materials or franchises, for the compensation proper for the damage done or likely to be done to or sustained by any such owner or owners of such waters, streams, land or materials, which such corporation may enter upon, use or take away, in pursuance of the authority herein given, or by reason of the absence or legal incapacity of any such owner or owners, no such compensation can be agreed upon, the court of com- mon pleas of the proper county, on application thereto, by petition,- either by said corporation or by the owner or owners 3 or anv one in behalf of either, shall appoint five discreet and disinterested free- holders of the proper county, and appoint a time not less than ten nor more than twenty days thereafter, for said viewers to meet at or 1 Act 29 April, 1874, \ 41 ; P. L. 104. This section is substantially taken from Act of 19 February, 1849, \ 11 ; P. L. 84. The constitution provides [Art. XVI., §8,] 'Municipal and other corporations and individuals invested with the privilege of taking private property for public use shall make just compensation for property taken, injured or destroyed by the construction or enlargement of their works, highways or improvements, which* com- pensation shall be paid or secured before such taking, injury or destruction." Entry prior to such compensation or security is tortious; Western Pa. R. R. v. Johnston, 9 P. F. Smith. 290; McClinton r. R. R., 16 Id. 404 ; and will be enjoined ; Bonaparte v. R. R., 1 Baldwin, 205 ; Jar den v. R. R., 3 Wharton, 502; Shenandoah Co.'s Appeal, 2 Weekly Notes ('as. 47. 2 The petition should follow the act; Quigley's Case, 3 Pa. Rep. 139; Reiten- baugh v. R. R., 9 Harris, 100 ; but may be amended ; Penna. &c. R. R. r. Bunnell, 31 P. F. Smith, 414; and the statements therein should be verified by affidayn. and notice thereof be given to the other party; Reitenbaugh v. R. R., ubi supra. 3 The act includes " All owners of titles in or growing out of land whose rights are capable of actual privation by the taking"; Phila. &c. R. R. v. Williams, 1 I'. F. Smith, 109 ; hence a tenant for life is an owner within the statute; Harrisburg . Craugn, •"> Watts & Serg. 460; Railroad v. Boyer, 1 Harris, 497 ; Passmore v. R, R., 9 Phila. Rep. 579 ; and so is a tenant for years ; North Penn. R. R. r. Davi-. _' < !asey, 238 ; Turnpike Road v. Brosi, 10 Harris, 29 ; Brown v. Powell, 1 Casey, 229. [In 4 38 GENERAL CORPORATION upon the premises where the damages are alleged to be sustained, or the property taken, of which time and place five days' notice shall be given by the petitioner to the said viewers and the other party. 1 Viewers. 2 — And the said viewers, or any three of them, having been first duly sworn or affirmed faithfully, justly and impartially to decide and true report to make concerning all matters and things to be submitted to them, and in relation to which they are authorized to inquire in pursuance of the provisions of this act, and having viewed the premises, they shall estimate and determine the quantity, quality and value of said lands, streams or property so taken or occupied, or to be taken or occupied, or the materials so used or taken away, as the case may be, and having a due regard to and making just allowance for the advantages which may have resulted, or which may seem likely to result to the owner or owners of said streams, 3 land or materials, in consequence of the making the improvements or conducting the operations of such corporation or of the construc- tion of works for which the property is to be taken ; and after having made a fair and just comparison of said advantages and disadvantages, they shall estimate and determine whether any, and if any, what amount of damages has been or may be sustained, 4 Pittsburgh R. R. v. Bentley, 7 Norris, 178, it was held that the admission of life insurance tables to determine the probable duration of the life tenant's existence, was not error, although the contrary had been somewhat broadly decided in the prior case of Shippen's Appeal, 30 P. F. Smith, 391.] They must, however, be owners at the time of the taking; Phila. &c. K. K. v. Lawrence, 1 Leg. Chron. 404. An owner of a ground rent cannot petition ; Workman v. Mifflin, 6 Casey, 371 : but if the property taken is subject to a ground rent, the owner of the rent will be com- pensated by appropriate proceedings ; Voegtly v. R. R., 2 Grant's Cas. 243 ; Powell v. Whitaker, 7 Norris, 445. 1 Notice must be given to the owners of each property taken ; Reitenbaugh v. R. R., 9 Harris, 104. 2 Act 29 April, 1874, §41 ; P. L. 104. 3 Appropriating the water of a non-navigable stream entitles the owner of adja- cent land to damages; Shenandoah Co.'s Appeal, 2 Weekly Notes Cas. 46. In Union Canal Co. v. Stump, 32 P. F. Smith, 355, the question was discussed whether after the payment of damages for diverting a stream, a permanent increased diver- sion thereof amounted to a new taking, but the point was not decided. 4 The statute " In terms authorizes compensation for damages purely consequen- tial," (Hoffer v. Canal Co., 6 Norris, 221), and recovery can therefore be had for all direct or indirect damages capable of ascertainment which amount to the depriva- tion of a common law right ; Lehigh Yallev R. R. v. Trone, 4 Casey, 206 ; Watson v. R. R., 1 Wright, 469; East Pa. R. R, v. Hottenstine, 11 Id. 30; Western Pa. R. R. v. Hill, 6 P. F. Smith, 460; Wilmington &c. R. R. v. Stauner, 10 Id. 374; Pittsburgh &c. R. R. v. Rose, 24 Id. 362 ; Hoffer v. Canal Co., supra. While, con- versely, compensation will obviously be refused for merely speculative and un- certain damages; Sunburv &c. R. R". v. Hummell, 3 Casev,*99 ; Lehigh Vallev R. R. v. Lazarus, 4 Id. 203; Searle v. R. R., 9 Id. 57 ; Patten v. R. R., Id. 426; Har- risburg R. R. v. Stayman, 2 Weekly Notes Cas. 103. In cases of partial taking, the true measure of damages is the market value of the LAWS OF PENNSYLVANIA. 39 and to whom payable, 1 and make report thereof to the said court.-' Judgment and Execution.— And if any damages be awarded, and the report be confirmed by the said court, 3 judgment Bhall be entered thereon; and if the amount thereof be not paid within thirty days after the entry of such judgment, execution may then issue thereon, as in other cases of debt, 1 tor the sum so awarded, and the costs and expenses incurred shall be defrayed by the said cor- poration. Fees. — And each of the said viewers shall be entitled to one dollar and fifty cents per day for every day necessarily employed in the performance of the duties herein prescribed, to be paid by such corporation. property taken, which amount is subject to be increased or diminished by the ap- preciation or deterioration of the remaining portion by reason of the work ; or in other words, the difference between the value before and after the taking ; Searle v. R. E., 9 Casey, :>, ; Watson v. R. P., 1 Wright, 469; Easl Pa. K. R. v. Hotten- stine, 11 Id. 28 ; Harvey v. R. R, [d. 428; Hornstein v. R. I:.. 1 P. F.Smith Western Pa. R. R. v. Hill, 6 P. F. Smith, 460; Pittsburg &c. R. R: v. Rose, 24 Ed! 363; Penna. R. R. v. Bunnell, 31 Id. 414; Pittsburgh &c. R. R. ,-. Bentley, 7 Norris, 178; City v. Linnard, 38 Leg. Int. 386; and any fact which affects the value of the land at the time of the taking is admissible in evidence ; East Brandy- wine Co. v. Ranck, 28 P. F. Smith, 454; Danville &c. R. R. v. Gearheart, 32 Id 260; McTerren ». R. R., 2 Weekly Notes Cas. 40; 32 Leg. Int. 328; Penna. Canal Co. r. Hill, 6 Weekly Notes Cas. 182; Shenango t Vc. K. II. ,-. Braliam, 29 P. F. Smith, 447; Pittsburgh R. R. v. Robinson, 3S Leg. Int. 22; City v. Linnard Id 386. ' ' ' The owner is also entitled to interest from the date of the taking; Railroad v. G-esner, 8 Karri-. 240; Penna. R. R. r. Cooper. 8 P. F. Smith, 408: Delaware &c R. R. v. Burson, 11 Id. 369 ; Bare v. Hoffman, 29 Id. 72. 1 Hence questions of title may be incidentally tried bv the viewers • Wineliddle v R. E., 2 Grant's Cas. 32. 2 Reporting a gross sum is not irregular; Phila. &c. R. R. o. Trimble. 4 Wharton, 47: Tucker v. R. R., 3 Casey, 283; Harvey o. R. R., 11 Wright, 428; Western Pa. R. R. v. Hill, 6 P. F. Smith, 460; Delaware &c. Co. v. Burson. n Id. 369; Lodge v. R. R., 9 Phila. Rep. 543; but the report must state the quantity, quality and value of the lands. "The advantages and disadvantages likely to result cannot reasona- bly be set down in detail, but the fact that there has been a comparison of them should be certified, and the amount of damages, and to whom payable, should be distinctly stated;"' Reitenbaugh v. R. P.. 9 Harris, 100; Penna. R. R. v. Bruner, 5 P. F. Smith, 318 ; and an omission in this respect will vitiate the report ; Phila. &c. R. K. v. Cake, 37 Leg. Int. 425. The same decision has been made under other and nearly similar statutes ; Zack v. R. P.. 1 ( lasey, 394; < >'Hara r. R. P.. Id. 1 15 ■ Penna. R. R. v. Porter, 5 Casey, 165. Evidence of service of notice of the view should also be attached to the report; Reitenbaugh v. R. P., ubi supra. 3 The evidence taken before the viewers is hot part of the record ; Reitenbaugh r. R. R., 9 Harris, 104; Ohio &c. R. R. r. Bradford, 7 Harris. 363; Wineliddle v. R. R., 2 Grant's Cas. 32; Penna. R, R. v. Bruner, 5 P. F. Smith. 318; and as to the power of the court to set aside the report upon the ground that the damages were excessive, see Penna. R. R. v. Heister, 8 Barr, 445; Wineliddle v. R R., supra ; North Pa. R. R. v. Davis, 2 Casey, 238 : Railroad v. Gesner, 8 Harris. 240; Penna! R. R. v. Congregation, 3 P. F. Smith, 445; Cake v. R. R.. 37 Leg. Int. L56, 125. 'The continuation is a judgment upon which execution can issue, although the company do not take possession; Neal r. R. P., 7 Casey, L9; Davis u. R. R., 2 Phila. Rep. 146. And the right acquired by the company is but an easement: Western Pa. R. R. v. Johnston, 9 P. F. Smith, 290. 40 GENERAL CORPORATION When Company may Tender Security .—Id all cases where the parties cannot agree upon the amount of damages claimed, or by reason of the absence or legal incapacity of such owner or owners no such agreement can be made, either for lands, streams, water, water- rich ts franchises or materials, the corporation shall tender a bond with at least two sufficient sureties to the party claiming or entitled to any damages, or to the attorney or agent of any person absent, or to be [the] guardian or committee of any one under legal incapacity, the condition of which shall be that the said corporation will pay, or cause to be paid, such amount of damages as the party shall be entitled to receive after the same shall have been agreed upon by the parties, or assessed in the manner provided for by this act : 2 Proceedings on refusing to accept Security Tendered. 3 — Provided, That in case the party or parties claiming damages refuse or do not accept the bond as tendered, the said corporation shall then give the party a written notice of the time when the same will be presented for filing in court, and thereafter the said corporation may present said bond to the court of common pleas of the county where the lands, streams, water or materials are, and if approved the bond shall be filed in said court for the benefit of those interested, and recovery may be had thereon for the amount of damages assessed, if the same be not paid or cannot be made by execution on the judgment in the issue formed to try the question. 4 Appointment of Viewers.' — The viewers provided for in this section may be appointed before or after the entry for constructing said work or taking materials therefor, and after the filing of the bond hereinbefore provided for. Appeals and Proceedings thereon. 6 — And upon the report of said viewers, or any four of them, being filed iu said court, either party, within thirty days thereafter," may file his, her or their appeal from said report to said court. After such appeal either party may 1 Act 29 April, 1874, £41; P- L- 104. This section is taken from Act 9 April, 1856, I 2 ; P. L. 288. 2 The bond is security for all damages ; Wadhams v. R. R., 6 Wright, 303. 3 Act 29 April, 1874, §41; P. L. 105. * The approval by the court is an adjudication that everything had been done which entitled the company to file the bond ; Wadhams v. R. R., 6 Wright, 303. 5 Act 29 April, 1874, § 41 ; P. L. 2. This section is taken from the Act of 9 April, 1856, § 3 ; P. L. 288. 6 Act 29 April, 1874, §41 ; P. L. 106. 7 That is thirty days after the filing of the report of the viewers ; Gwinner v. R. R., 5 P. F. Smith, 126. LAWS OF PENNSYLVANIA. 41 put the cause at issue iu the form directed by said court, 1 and the same shall then be tried by said court and a jury, 2 and after final judgment, cither party may have a writ of error thereto from the supreme court, in the manner prescribed in other cases; the said court .-hall have power to order what notices shall be given connected with any part of the proceedings, and may make all such orders connected with the same as may be deemed requisite. If any exceptions be tiled with any appeal to the proceedings, they shall be speedily disposed of; and if allowed, a new view shall be ordered ; and if disallowed, the appeal shall proceed as before provided. 3 25. Amendments to Charters of First Class. '—As often as the corporations named in the first class, specified in the second sec- tion of the act to which this is a supplement, including all such cor- porations now in existence, and academies, colleges and universities, shall be desirous of improving, amending or altering the articles and conditions of their charters, it shall and may be lawful for such cor- porations, respectively, in like manner to specify the improvements, amendments or alterations which are or shall be desired, and exhibit the same to the court of common pleas of the proper county in which said corporation is situated as aforesaid, where, [when] if said court shall be of opinion such alterations are or will be lawful and benefi- cial, and do not conflict with the requirements of the statute to which this is a supplement or of the constitution, it shall be the duty of said court to direct notice to be given, as provided in the third section of the act to which this is a supplement, 7 of such application, and after 1 The usual practice is trespass quare clausum fregit ; Cooke v. ( lity, 2 Weekly Note-, Cas. 446 ; Shenango &c. R. R. v. Braham, 29 P. F. Smith, 452. 2 It is not error to refuse an application to permit the jury to view the property if delay in the trial will probably ensue; Barr v. Hoffman, 29 P. F. Smith, 72. s The constitution [Art. XVI. jj8,] provides, "The general assembly is hereby prohibited from depriving any person of an appeal from any preliminary assess- ment of damages against any such corporations or individual- made- by viewers or otherwise; and the amount of such damages in all cases of appeal shall on the de- mand of either party he determined by a jury according to the course of the com- mon law." And the Art of 13 June, 1874 [P. L. 283], authorizes appeals from preliminary assessments of damages for "property taken, injured or destroyed," when an appeal is not provided for or regulated by existing laws : Be Springdale Township Road, 10 Xorris, 260. 4 Act 29 April, 1874, \ 42. as amended by Act 17 April, 1876, \ 12; P. L. 37. 5 Supra, p. 8. 6 The application must be by the corporation and not by the individual members thereof; St. Mary's Church, 6 S. & II. J'.i.S ; < om. t>. Cullen, ] Harris, 133; Langolf v. Seiberlitch, 2 Parson's Eq. Cas. 64; Brown v. Mining Co., 30 Le^. Int. 124; and the court may inquire by what authority the seal was affixed to the application ; St. Mary's Church, 7 S. & R. 517; Be Mercantile Library, 2 Brewster, 447. "Supra, p. 13. 42 GENERAL CORPORATION decree made and such amendments are recorded, the same shall be deemed and taken to be a part of the charter of the said corporation. Consolidation of Corporations of First Class. 1 — And if any two or more such corporations shall desire to consolidate and merge with each other, or one or more within the other, upon application to the court of common pleas of the county in which the corporation is situated, into which the one or more desire to merge or become con- solidated with the same proceedings shall take place as are required on an application to amend ; and upon decree being made by said court, and the same being recorded in said county, upon the terms specified in said application, the said corporations, with all their rights, privileges, franchises, powers and liabilities, shall merge and be consolidated into, by the name, style and title given to the same in such decree, and upon the terms, limitations and with the powers stated and conferred in said application and decree. Title to Real Estate of Religious Corporations after Amendment of Charter. 2 — When, under existing laws, any re- ligious corporation shall apply to the court of common pleas of the proper county for an amendment or alteration of their charter, so as to acquire and hold real estate, and after decree and amendments are recorded and shall become a part of the charter of the said corporation, then such real estate which was purchased by and conveyed unto said corporation before amendment of their charter shall enure and vest in said corporation, with the same force and effect as if originally em- powered to hold and acquire real estate : Provided, That no inquisi- tion shall have been taken against the real estate so held to escheat previous to the amendment of said charter: and provided further, That such real estate shall not exceed the amount in value which re- ligious corporations are allowed to hold by charter. 26. Bonus. 3 — Every company incorporated by or under the pro- visions of this act, or accepting the same, except turnpike, bridge and cemetery companies, or building and loan associations, and excepting all of those corporations named in the first class of section two of this act, shall pay to the state treasurer for the use of the commonwealth, a bonus of one quarter of one per centum upon the amount of the capi- tal stock which said company is authorized to have, 4 in two equal instalments, and a like bonus upon any subsequent increase thereof. *Act 29 April, 1874, §42, as amended by Act 17 April, 1876, \ 12; P. L. 37. 2 Act 11 April, 1879 ; P. L. 22. 3 Act 29 April, 1874, \ 44, as amended by Act of 22 May, 1878 ; P. L. 97. 4 The bonus is upon the authorized capital, not upon the amount issued ; O. A. G., 11 Sept., 1878. LAWS OF PENNSYLVANIA. 43 The first instalment shall be due and payable upon the incorporation of said company or upon the increase of the capital thereof, and the second instalment one year thereafter ; and no company as aforesaid shall have or exercise any corporate powers until the first instalment of said bonus is paid, and the governor shall not issue letters patent to any company until he is satisfied that the first instalment of -aid bonus has been paid to the state treasurer; and no company incor- porated as aforesaid shall go into operation or exercise any corporate powers or privileges until said first instalment or bonus has been paid as aforesaid i 1 Provided, That when any corporation shall have re- duced its capital stock in accordance with the provisions of the twenty- third section of this act, such corporation shall not be liable in the aggregate for a greater bonus than one-fourth of one per cent, upon the capital stock as altered and reduced. Donations of Wages for Charity. 2 — It shall be the duty of any corporation, manufacturing establishment or colliery, to retain from and out of the wages or earnings of any person by them em- ployed, on his written order, any contribution or voluntary subscrip- tion by such person, made in monthly or other payments, for the support of any hospital or other charitable institution, and the sum so retained to pay over upon demand to such hospital or other chari- table institution ; and any payment so made shall be as valid as if paid to the person by whom said wages or earnings were earned : Provided, That the hospital or charitable institution claiming the same, shall give notice in writing at least ten days before the time for the payment of said wages or earnings to such corporation, manufacturing establishment or colliery, of the name or names of the person or per- sons by them employed, who have subscribed to the support of such hospital or charitable institution, and the amount by them severally subscribed, and when or how often payable, and how long to continue, and file said subscription with said corporation, manufacturing estab- lishment or colliery. 1 Corporations re-chartered under section 40 of this Act must pay the required bonus ; aiiter as to corporations accepting the provisions of the Act which have already paid such bonus ; supra, p. 36, n. 1. 2 Act 15 May, 1874; P. L. 194. 44 GENERAL CORPORATION SPECIAL PROVISIONS. 27. Insurance. Insurance of Domestic Animals. 1 — Companies incorporated under the provisions of this act for the insurance of the lives of domestic animals or any of them, shall have the power and right to make insurance of every kind pertaining to or connected with life risks of domestic animals of any and every kind, and against the loss by death of all kinds of cattle, live stock, valuable beasts and domestic animals of every kind, whether such death be the result of accident, natural causes or diseases of any description whatever, and to make, execute and perfect such and so many contracts, agreements, policies and other instruments as may be required therefor. Life and Accident Insurance Companies. 2 — Companies incorporated under the provisions of this act for the insurance of human beings against sickness, death or personal injury, shall have the power and right to make insurances of every kind pertaining to or connected with death, accidents of every nature and kind to human beings, and to insurances of every kind against the death, sickness or the health of human beings by disease of every kind, and whether within this commonwealth or beyond it, and such corporations shall have the power and right to make, execute and perfect such and so many contracts, agreements, policies and other instruments as may be required therefor. Real Estate Title Insurance Companies — Powees. 3 — Com- panies incorporated under the provisions of this act for the in- surance of owners of real estate, mortgages, and others interested in real estate, from loss by reason of defective titles, liens and incum- brances, shall have the power and right to make insurances of every kind pertaining to or connected with titles to real estate, and shall have the power and right to make, execute and perfect such and so many contracts, agreements, policies and other instruments as may be required therefor. Additional Powers. 4 — All companies, incorporated under the provisions of said act, for the insurance of owners of real estate, inort- *Act 29 April 1874, \ 27 ; P. L. 84. Repealed as stated supra, p. 9, n. 5. 2 Id. §28 ; P. L. 84. Repealed as stated supra, p. 9, n. 6. 3 Id. \ 29 ; P. L. 84. This is not repealed by \ 57 of the Act of 1 May, 1876 ; P. L. 53: supra, p. 11, n. 1. *Act 24 May, 1881, g 1 ; P. L. 23. LAWS OF PENNSYLVANIA. 45 gages and others interested in real estate, from loss by reason of de- fective titles, liens and incumbrances, and whose capital stock shall not be less than two hundred and fifty thousand dollars, be and they are hereby authorized : First — To Receive Deposits and Trust Funds. — To receive and hold on deposit, and in trust, and as security, estate real and per- sonal, including the notes, bonds, obligations of states, individual.-, companies and corporations, and the same to purchase, collect, adjust and settle, sell and dispose of, in any manner, without proceeding in law or equity, and for such price and on such terms as may be agreed on between them and parties contracting with them : Provided, That nothing herein contained shall authorize said companies to engage in the business of banking. Second. — To Insure Fidelity of Trustees, &c. — To make in- surance for the fidelity of persons holding places of responsibility and of trust, and to receive upon deposit for safe keeping jewelry, plate, stocks, bonds and valuable property of every description, upon terms as may be agreed upon. Third. — To Execute Trusts. — To act as assignees, receivers, guardians, executors, administrators, and to execute trusts of every description not inconsistent with the laws of this State or of the United States. 1 Fourth. — To Act as Agent for Issuing Stocks and Bonds. — To act as agents, for the purpose of issuing or countersigning the certificates of stocks, bonds or other obligations, of any corpo- ration, association, municipality, state or public authority, and to receive and manage any sinking fund thereof on such terms as may be agreed upon. Fifth. — To Become Surety. — To become sole surety, in any case where by law one or more sureties may be required for the faithful performance of any trust or office. Sixth. — To Hold Real Estate and Convey the same. — To take, receive and hold, any and all such pieces of real property, as may have been the subject of any insurance made by such companies, under the powers conferred by their charter, and the same to grant, bargain, sell, convey and dispose of in such manner as they may see proper. Capital to be the Security. 2 — That whenever such companies shall receive and accept the offiee or appointment of assignees, receiver, guardian, executor, administrator, or be directed to execute any trust whatever, the capital of the said companies shall be taken and con- 1 " In :ill cases where a corporation is or shall he charged with the execution of any trust, the president, vice president, trust officers, secretary, treasurer or actuary of such corporation, shall make the usual oath or affirmation directed to be taken by private persons in such other like cases." Act 16 February, ' s ~~ : 1'- I- 3. 2 Act 24 May, 1881, \ 2 ; P. L. 23. 46 GENERAL CORPORATION sidered as the security, required by law for the faithful performance of their duties as aforesaid, and shall be absolutely liable in case of any default whatever. Fiduciaries May Deposit for Safe Keeping. 1 — That any executor, administrator, guardian or other trustee, having the custody or control of any bonds, stocks, securities or other valuables belonging to others, shall be authorized to deposit the same for safe keeping with said company. Court May Investigate Affairs of Company. 2 — That when- ever any court shall appoint said companies assignees, receiver, guardian, executor, administrator, or to execute any trust whatever, the said court may in its discretion, or upon the application of any per- son interested, appoint a suitable person to investigate the affairs and management of the company so appointed, who shall report to such court the manner in which its investments are made and the security afforded to those, by or for whom its engagements are held ; and the expense of such investigation shall be defrayed by the said company, or the court may, if deemed necessary, examine the officers of said company under oath or affirmation as to the security aforesaid. Separation of Trust Funds. 3 — The said company shall keep all trust funds and investments separate and apart from the assets of the company, and all investments made by said companies as fiduciaries shall be so designated as that the trust, to which such investment shall belong, shall be clearly shown. To File Acceptance of Act. 4 — Such companies, before exercising any of the powers conferred by this act, shall file with the secretary of the commonwealth a certificate of their acceptance of the same in writing, under their duly authenticated seal, accompanied by an affida- vit of the treasurer of said corporation, of the amount of cash capital which has been paid in under the provisions of their charter. 28. Road Companies. Charter. 5 — The charter of a road company shall also state — I. The kind of road intended to be constructed. II. The places from and to which the road is intended to be run. 6 1 Act 24 May, 1881, g 3 ; P. L. 23. 2 Id. §4. 3 Id. § 5. 4 Id. §6.' 5 Act 29 April, 1874, \ 30 ; P. L. 85. 6 The termini of the road form part of the contract with the subscribers to the stock ; Manheim Road v. Arndt, 7 Casey, 317 ; Caley v. R. R., 30 P. F. Smith, 363. LAWS OF PENNSYLVANIA. 47 III. The counties through which it is to pass and the estimated length of the road. All road companies incorporated under this statute shall, from the date of the letters patent creating the same, be governed, managed and controlled as follows, and shall be entitled to the benefits of all the general law- of this commonwealth regulating turnpike or plank roads : Clause 1. Powers of Directors. — The directors of such corpo- ration shall have full power and authority to appoint, agree and con- tract with such engineers, superintendents, artists, laborers and other persons, as they may think necessary to make and construct Mich road, and collect the tolls hereinafter authorized, and fix their com- pensation ; to ascertain the times, manner and proportions in which the stockholders shall pay the amount of their respective shares in order to carry on their work ; to draw orders on the treasurer for all debts contracted by them, which orders shall be signed by the presi- dent, or in his absence by a majority of the directors, and attested by their elerk, and to do and transact all other acts, matters or thin--. as by the by-laws, orders and regulations of such corporations shall be entrusted to them. Clause 2. May Enter upon Lands. — It may be lawful for the directors of such corporation, by and with their superintendents, en- gineers, artists, workmen, laborers, their tools and instruments, carts, Wagons and other carriages, and beasts of draught or burden, to en- ter in and upon the land- contiguous and near to which the -aid road shall be made or constructed, first giving bond and proceeding as re- quired by the forty-first section of this act. 1 Any such corporation may change the location of any part of its road which may interfere with any grave-yard, or cemetery lot or lot.-. Clause 3. Accounts. — The directors of every such corporation shall keep fair and just accounts, as well of all moneys reeeived by them, as of those paid out and 'expended in the prosecution of the work, and shall, at least once in every year, submit their books and accounts to a general meeting of the stockholders. Clause 4. Construction of Bridges and Roads. — The direc- tors of such corporation shall have poweiAo erect good and sufficient bridges over all the streams of water crossed by their road, whenever the same shall be found necessary, and shall cause a road, if a turn- pike, to be laid out not exceeding fifty feet in width, and cause at least eighteen feet of said width, exclusive of gutters, ditches or drains, to be made an artificial road of wood, stone, gravel or other proper and convenient materials, such as the nature" of the ground may require, and will afford, to be constructed in such manner as will 1 Supra, p. 37-41. 48 GENERAL CORPORATION admit an even surface, and so nearly level in its progress that it shall in no place rise or fall more than will form an angle of four degrees from a horizontal line ; and if a plank road, the same shall be opened of any width not exceeding forty feet, and shall be graded in such manner as may be necessary for either a single or double track, as may be determined upon by the directors of the said corporation, each track being not less than eight feet in width, and so nearly level in its progress that it shall in no place rise or fall more than will form an angle of three degrees with a horizontal line : Provided, That if any part of the ground on the route of said road shall be so hard and compact, as to make a good road without any covering of wood, gravel, stone, slate or other hard substance, the said directors are hereby authorized to construct such part of said road without any such covering, and shall forever maintain and keep the same in good repair : Provided, That said bridges shall not be constructed so as to obstruct the navigation of any stream declared a public highway. Clause 5. When Court to License. — Whenever such corpora- tion shall have finished five miles or more of road, or if the entire road be for a shorter distance, then when completed, the court of quarter sessions, of the proper county, shall appoint forthwith three skilful, judicious and disinterested persons to view and examine the same, and report on oath or affirmation, whether the said road is so far executed in a competent and workmanlike manner, according to the true intent and meaning of this act, and if their report shall be in the affirmative, then the said court shall by its order, under the seal of the court, permit and sutler said corporation to erect and fix such and so /many gates upon and across the said road as will be necessary and sifmcient to collect from all persons otherwise than on foot the same tolls as is herein authorized and granted. Clause 6. Rates of Toll. 1 — When such corporation is licensed in manner aforesaid, it shall and may be lawful for them to appoint such and so many toll-gatherers as they shall think proper, to collect and receive of and from all and every person or persons using the said road, the toll and rates hereinafter mentioned, and to stop any person riding, leading or driving any horses, cattle, hogs, slice] >, coach, coaches, sulky, chair, chaise, phseton, cart, wagon, wain, sleigh, sled or any other carriage of burdeto or pleasure, from passing through the said gate, until they shall respectively have paid the same; that is to say, for every mile in length, or portion of a mile, whether passing through a gate or not, of said road, completed and licensed as aforesaid, the following sums of money, and so in proportion for any greater or lesser number of sheep, hogs or cattle, to wit : For every score of sheep, one cent ; for every score of hogs, two cents ; ft »r every score of cat- tle, two cents; for every horse and his rider, or led horse, one cent; 1 Act 29 April, 1874, § 30, clause 6, as amended by Act 30 April, 1879 ; P. L. 36. LAWS OF PENNSYLVANIA. 49 for every sleigh or sled, one cent for each horse drawing the same ; for every sulky, chaise or cart with two wheels, one cent for each horse drawing the same ; for every carriage, coach, dearborn or wagon with four wheels, whose wheels shall be less than four inches" in breadth, with one horse, one and one-half cents, and for every addi- tional horse drawing the same, one cent • for every wagon of burden whose wheels shall be four inches and not exceeding seven inches wide, one cent for every horse drawing the same ; for every wagon of burden the breadth of whose wheels shall be more than seven inches, one-half cent for each horse drawing the same : Provided, That for any wagon, et cetera, carrying burden exceeding two tons in weight on wheels less than four inches wide, and for any wagon, et cetera, carrying burden exceeding four tons in weight on wheels less than six inches wide, double rates may be charged. 1 Penalty for False Representation. — And if any person or persons shall represent to the said company, or any of their officers or employees, that he or she or they have traveled a less distance than he or she or they have actually traveled along said road, with intent to defraud said corporation of its toll or any part thereof, such person or persons shall, for every such offence, be deemed guilty of a misde- meanor, and upon conviction thereof before any alderman, magistrate or justice of the peace, shall be fined by such officer in any sum not exceeding ten dollars, to be paid one-half to the said corporation and the other half to the school fund of the township in which the offence was committed ; and if said fine or penalty and the costs of the pro- ceedings be not paid, then said alderman, magistrate or justice of the peace shall commit said offender to the county prison, there to re- main until discharged by due course of law. Penalty for Demanding Excessive Toll. 2 — And if any toll- gatherer shall demand and receive toll for a greater distance than the person of whom such toll is demanded shall have traveled along said turnpike road or plank-road, or shall demand and receive greater toll from any person or persons than such toll-gatherer is authorized to demand and receive, by virtue of this act, such toll-gatherer shall forfeit and pay the sum of five dollars for every such offence to the supervisors of the township in which the forfeiture is incurred, to be expended in repairing township roads^ and for the payment of which the said company shall be responsible ; and all such penalties and for- feitures shall be recoverable, with costs of suit, before any justice of the peace of the county in which the offence is committed." Persons Exempt from Toll. 3 — Provided ; That no toll shall be demanded from any person or persons passing and re-passing from one part of his, her or their farm to any other part of the same farm ; and all persons with their vehicles or horses, going to or from places 1 Carriages used for burial purposes are not exempt from payment of tolls- Philada. &c. Co. v. Gartland, 6 Phila. Eep. 128. 2 Act 29 April, 1874, § 30, clause 6 ; P. L. 86. 3 Act 30 April, 1879 ; P. L. 37. 50 GENERAL CORPORATION of public worship, or of military trainings or elections, shall be exempt from the payment of toll, when traveling on such turnpike road. Clause 7. Neglect to Repair Road — Power of Justices of the Peace. 1 — Justices of the peace shall be inspectors of roads 1 Act of 29 April, 1874, \ 30 ; P. L. 87. So far as this clause relates to plank roads and turnpikes it has been repealed by the following Act of 22 May, 1878, P. L. 85 : Section 1. Proceedings on neglect to keep roads in repair. — If any turnpike or plank road company incorporated under the laws of this commonwealth, shall ne- glect or refuse to keep their road in good traveling order and repair for the space of twenty days, and information thereof shall be given under oath or affirmation to any justice of the peace in the neighborhood and county, designating where and in what respect said road is defective, such justice shall issue a precept to any con- stable of the county, requiring him to notify the gate-keeper nearest whose gate the part or parts of the road complained of is situated, that on a certain day and at a certain hour therein mentioned, not less than three nor more than six days there- after, three freeholders will be chosen at his office to hold an inquest to inquire into the truth of the matter specified in said information, an attested copy of which precept shall be given by said constable to said gate-keeper at the time of serving said notice. Section 2. Selection of inquest. — The three persons mentioned in the preceding section, shall be chosen as follows : At the time and place fixed as aforesaid, the said justice shall prepare a list of names of fifteen reputable freehoWers of the vi- cinity, and the complainant and agent, or other officer of the company, shall alter- nately strike out one name from the list till only three names remain, which three shall be the persons to hold said inquest ; should either party be unrepresented at the time of choosing said freeholders, the justice shall act for him or them, and should neither party be present or represented the justice shall appoint three disinterested freeholders to hold said inquest. Section 3. Duties of inquest. — The inquest thus chosen shall, after having been duly sworn or affirmed, proceed to view the part or parts of the road complained of, and shall report to the said justice in writing, under their hands and seals, or the hands and seals of a majority of them, within five days after said view, whether the said road be so out of order and repair as to be inconvenient or dangerous for travel, and if so found the said justice shall adjudge the said company to pay a fine of not less than twenty-five nor more than fifty dollars, payable to the road com- missioners or supervisors of the townships in which the portion of the road so found defective is situate, and shall enter judgment therefor as other judgments for like amount are now entered : Provided, That said company shall have the same right of appeal to the court of common pleas of the proper county as in other cases of judgments of like amount entered before such justice ; And provided further, That no proceeding shall be commenced under this act, unless the complainant or some other person shall have given fifteen days' previous notice in writing to the gate- keeper nearest to whose gate the part or parts of the road complained of is situate, specifying particularly the part or parts of the road alleged to be out of repair and the nature of the defect alleged, and notifying him that unless it be repaired within fifteen days complaint will be made as herein provided. Section 4. Constables to return defects in roads. — It shall be the duty of the con- stable of each township to make return to the court of quarter sessions of the proper county of defects in turnpike and plank roads, in the same manner and to the same extent that they now make returns of defects in public roads ; and the officers of every plank road or turnpike company, on indictment found on such re- turn or information made by any citizen before a justice of the peace as in other cases, shall be liable to the same penalties for allowing defects in the turnpike or plank road under their control that road commissioners or supervisors now are for defects in public roads. Section 5. Repeal. — Clause seven of section thirty of the act, approved April twenty-nine, eighteen hundred and seventy-four, entitled "An act to provide for the incorporation and regulation of certain corporations," is hereby repealed a^ far as it applies to plank roads and turnpikes only. LAWS OF PENNSYLVANIA. 51 within their township or borough, and whenever a complaint in writing, to any two justices of the same is made, that any part of a plank road or turnpike in their township or borough is out of repair, they shall, without delay, view and examine the road complained of; and if they find such complaint to be true, they shall give notice, in writing, of the defect to the toll-gatherer or person attending the gate nearest the place out of repair, and may, in their discretion, order such gate to be thrown open ; but such justices shall not order such gate to be thrown open unless notice, in writing, has been served on the gate-keeper nearest the place out of repair, particularly describing such place at least three days previous Lo making such order. Notice of such order shall be served on such gate-keeper, and immediately thereafter the gate ordered to be thrown open shall be opened, nor shall it be again shut, nor shall any toll be collected thereat until the said two justices of the peace of the township or borough where such road out of repair is located, shall grant a certificate that such road is in sufficient repair, and that such gate ought to be closed. Whenever any part of such road is out of repair, and the gate nearest to the place out of repair is situated in an adjoining county, any two jus- tices of the peace of the township or borough in such adjoining county where such gate may be, upon complaint made to them, in writing, shall view and examine the road complained of, and proceed thereon as provided in like manner as if the portion of road complained of was within the township where such gate is situated. Appeal from Order. — Whenever any toll-gate is ordered to be thrown open, as herein provided, or whenever such justices of the peace refuse to grant a certificate that the road complained of is in sufficient repair, the company owning such gate, or the gate-keeper attending the same in their behalf, may appeal from the order or de- cision of such justices to the court of common pleas of the county where such justices reside, by delivering a statement, in writing, of their order or decision and of such appeal, verified by affidavit, to the prothonotary thereof; and such appeal shall be placed at the head of the list for the next term of said court, and disposed of as to law and justice shall appertain, without declaration or plea. The said appeal shall not be a supersedeas of the order to open the gate. If the court reverses the order or decision of the said justices, then such gate may be closed, but if it confirms the same, such gate shall not be closed until such justices of the peace grant a certificate that such road is in sufficient repair. Penalty for Disobeying Justices' Orders. — Every keeper of a gate ordered to be thrown open who shall not immediately obey such order, or who shall not keep open such gate until a certificate permitting it to be closed shall be granted, or delay any person in passing, or take or demand any toll from any person passing, shall, for each offence, forfeit the sum often dollars to the party aggrieved. Fees. — To each justice of the peace who shall view a plank or turnpike road, upon complaint made to him, shall be allowed the 52 GENERAL CORPORATION ** sum of two dollars and fifty cents for each day spent by him in the performance of such duty ; and if the road viewed shall be adjudged out of repair, such fees shall be paid by the company to which the road shall belong, otherwise they shall be paid by the party making the complaint. Such fee, when payable by the company, shall be paid by the toll-gatherer nearest that of the road adjudged out of repair,' on demand, and out of the tolls received or to be received by him, and may be recovered, with costs, of such toll-gatherer if he neglects or refuses to make such payment. The provisions of this section shall apply to all turnpike roads in existence in this common- wealth governed and controlled by general laws. Clause 8. Penalties and Costs — How Recoverable. 1 — In all cases of complaint made or suit instituted under the provisions of this act against any corporation, if the complainant shall fail to sustain his complaint or the plaintiff to sustain his suit, as the case may be, the corporation shall be entitled to recover costs, as in other cases, from the complainant or plaintiff, as the case may be, and in all cases where any corporation, which may have been chartered under and subject to the provisions of this act, shall be adjudged to pay any penalty or the costs of any proceedings authorized by this act, the party plain- tiff or complainant shall have all the remedies for recovering of the same, with costs, against the said corporation that are provided for the recovery of debts or judgmeats of like amount in other cases ; and if the said corporation shall fail to make payment in any case within twenty days after final adjudication, the court of common pleas of the proper county, on application of the plaintiff, or some other person in his behalf, shall direct sequestration, and appoint a sequestrator, who shall have like powers and be subject to all the regulations and requirements provided in the seventy-third and seventy-fourth sections of an act of the general assembly of this commonwealth, entitled "An Act relating to executions," passed June sixteenth, one thousand eight hundred and thirty-six : 2 Provided, That where the judgment is final before the justice, or is not appealed from as provided in this act, the complainant, before proceeding to sequestration, shall file in the court of common pleas of the proper county a transcript of the proceedings and judgment before the justice, which transcript shall be entered of record in the said court as under existing laws for the filing and entering of transcripts of judgments in other cases, and from such filing; and entering shall have the effect of a judgment originally entered in the said court. Clause 9. — Penalty for Defrauding Company. 3 — If any Uet 29 April, 1874, §30, clause 8; P. L. 89. 2 P. L. 775. These sections of the Act of 1836 were repealed bv Act of 7 April, 1870 ; P. L. 58 ; Phila. &c. E. E. Co. Appeal, 20 P. F. Smith. 355." 3 Act 29 April, 1874, § 30, clause 9, as amended by Act 30 April, 1879 ; P. L. 37. LAWS OF PENNSYLVANIA. 53 person or persons whosoever, owning, riding in or driving any sulky, chair, chaise, phseton, cart, wagon, sleigh, sled, or other carriage of burden or pleasure, riding or leading any horse, or mule, or gelding, or driving any hogs, sheep or other cattle, shall therewith ]>a-- through any private gate or bars, or along or over any private passage way or other ground, near to or adjoining any gate erected, or which shall be erected in pursuance of this act, with an intent to defraud the company and avoid the payment of the toll or duty for passing through any such gate, or if any person or persons shall, with such intent, take off, or cause to be taken off, any horse, mare or gelding, or other cattle, from any sulky, chair, chaise, phaeton, cart, wagon, sleigh, sled, or other carriage of burden or pleasure, or practice any other fraudulent means or device with the intent that the payment of any such toll or duty may be evaded or lessened, all and every person or persons, in all and every or any of the ways or manners offending, shall for every such offence be deemed guilty of a misdemeanor, and upon conviction thereof before any alderman, magistrate or justice of the peace, shall be fined by such officer in any sum not exceeding ten dollars, to be paid one-half to the company owning the turnpike road and the other half to the school fund of the township in which the offence was committed ; and if said fine or penalty, and the costs of the proceedings, be not paid, then said alderman, magistrate or justice of the peace shall commit said offender to the county prison, there to remain until discharged by due course of law. Clause 10. Power to Alter Tolls. 1 — The legislature shall have power to alter the rate of toll fixed by this act, and the directors of any such company may lessen the same whenever they shall believe it necessary for the well-being of the corporations or the community at large. Voting Power. 2 — In all elections or meetings of stockholders of any turnpike, plank road or bridge company, incorporated under any law of this commonwealth, every stockholder shall be entitled to one vote for every share of stock by him or her held in such corporation, to be cast either in person, or by proxy duly constituted by power of attorney in writing, attested by one or more subscribing witnesses. Amendment of Charters of Turnpike Companies. 3 — Any turnpike road company, duly incorporated within the State of Penn- sylvania, that shall be desirous of improving, amending or altering the articles and conditions of the instrument upon which said corpora- tion is respectively formed and established, it shall and may be lawful for such corporation to specify the improvements, amendments or 1 Act 29 April, 1874, § 30 ; P. L. 90. 2 Act 11 June, 1879 ; P. L. 139. 3 Act 4 June 1879, \ 1 ; P. L. 91. 5 54 GENERAL CORPORATION alterations which are or shall be desired, and exhibit the same to the court of common pleas of the proper county in which said corporation is situated, as aforesaid ; when, if the said court shall be of the opinion such alterations are or will be lawful and beneficial, it shall be the duty of said court to direct said writing to be filed in the office of the prothonotary of said court, and also direct notice to be inserted in one newspaper printed in the proper county for at least three weeks, setting forth that an application has been made to said court for such altera- tion, amendment or improvement of the charter of said corporation ; a fid if no sufficient reason is shown to the contrary, it shall be lawful for said court, at the next term thereafter, to decree and declare by their order endorsed on said instrument, attested in the usual manner by the prothonotary under the seal of said court ; and after decree is made and said amendments are recorded in the office for recording of deeds in said county, the same shall be deemed and taken to be a part of the instrument upon which said corporation was formed and established, to all intents and purposes as if the same had originally been made part thereof. Fees and Expenses — Evidence — Acceptance of State Constitution. 1 — The usual fees allowed by law for equal or similar services, shall be received by the respective county officers under the provisions of this act ; and all the expenses of procuring said altera- tions or amendments and recording the same, shall be borne by the corporation applying therefor ; and after said alterations and amend- ments shall be recorded as before directed, the same shall be duly certified to be recorded and delivered over to the applicants ; and a copy of the record, duly certified, shall be at all times as good evidence as the original might or could be : Provided, That this act shall not apply to any such corporation, until it shall have filed its acceptance of the provisions of the new constitution with the said court, which said acceptance shall be recorded in the office for the recording of deeds in said county. Abandonment of Turnpike or Plank Road Companies. 2 — Where any turnpike or plank road has been abandoned, in whole or in part, for not less than five years, the portion so abandoned, if not kept in proper repair by the township authorities, shall, upon due ap- plication to the proper court, after hearing, and decree that the road has not been kept in proper repair, revert to the owners thereof in fee simple, or if kept in proper repair by the township authorities, shall be subject to the same uses as other township roads, and may be oc- cupied or appropriated like them under the right of eminent domain. 1 Act 4 June 1879, \ 2 ; P. L. 91. 2 Act 11 June, 1879 ; P. L. 126, \ 1. LAWS OF PENNSYLVANIA. 55 29. Ferry, Wharf and Bridge Companies. Charter. 1 — The charter of a ferry, wharf or bridge company .shall also state — I. The stream over or on which the same is proposed to be erected. II. The place and county or counties of its location. III. Its distance from any other wharf, bridge or ferry over or on the same stream which shall have been before that date incorporated under the laws of this commonwealth. Limitation of Franchise. 2 — No bridge or ferry company shall have the right to exercise its corporate franchise within three thousand feet of any other bridge or ferry in actual use at the date < >f issuing letters patent to the new corporation, but nothing herein contained shall pre- vent the erection of bridges by municipalities as now provided by law, nor the erection of bridges by such company or companies to cross streams bounding cities of the third class, from any point within the same, at a less distance than three thousand feet from any other bridge in actual use. Bridge and Wharf Companies — Management. 3 — All bridges and wharf companies incorporated under this statute, when not other- wise provided in this act, shall, from the date of the letters patent creating the same, be governed, managed and controlled as follows : Clause 1. Proceedings to Purchase or Condemn Property. — Before the directors of any such corporation shall proceed to build any such bridge or wharf, it shall be lawful for them to con- tract with the owner or owners of any land for the purchase of so much thereof as shall be necessary for the purpose of erecting and completing said bridge or wharf, and making all the necessary works and causeways to and from the same, if they can agree with the said owner or owners ; and whenever any fishing right or other easement is alleged to exist at, upon or about the place where such wharf is about to be erected or constructed, said directors may contract with the owner or owners of such fishing right or easement for settlement of 1 Act 29 April, 1874, \ 31, as amended by Act 17 April, 1876 ; P. L. 34. 2 Act of 29th April, 1874, \ 31, as amended by Act 14 March. 1876, P. L. 6. This clause (which is an enlargement of a restricting clause in the Act 29 April, 1874, \ 31 ; P. L. 90), is, however, omitted in the subsequent amending Act of 17 April, 1876, \ 7 ; P. L. 34. It was. indeed, originally inserted in this latter Act and so passed the House, (Legislative Record of 1876, p. 492. i but seems to have been omitted upon the second reading in the Senate i Legislative Record, p. 1358), pro- bablv being considered to be fully supplied by the previous amending Act of 14 March, 1876 (P. L. 6) ; and as finally passed, the Act of 17 April, 1876, \ 7, pro- vides that the Act 29 April, 1S74, $31, be amended "so as to read as follows:" as in the text. 3 Act 29 April, 1874, \ 31. as amended by Act 17 April, 1876; P. L. 34. 56 GENERAL CORPORATION damages to the same, but in case they cannot agree, proceedings shall be had as provided in section forty-one of this act ; l such bridge shall be so constructed as not to interfere with the free navigation of said creek or river. 2 Clause 2. Toll. 3 — When the said corporation shall have erected and completed a bridge over any creek or river, under the authority of this act, the property thereof shall be vested in the said corporation, and it shall have power to erect gates and to demand and receive tolls for crossing said bridge, at such rates as the president and directors thereof shall from time to time determine, not exceeding the rates fol- lowing, namely : For every score of sheep or swine, eight cents ; for every score of horned or muley cattle, twenty-five cents ; for every mule or horse, driven or led, five cents ; for every horse or mule, ladened or unladened, with rider, five cents ; for every two-wheeled vehicle and one horse, six cents, the same with two horses, ten cents ; for every four-wheeled vehicle, with two horses, fifteen cents ; for either of the last named vehicles, with four horses, twenty cents ; for every foot passenger, two cents ; and they shall cause to be put up and kept in some conspicuous place at the gates of said bridge, a list of the rates of toll. Clause 3. Penalty for Excessive Tolls or Defective Bridge. 4 — If the said corporation, or any person employed for it, shall collect or demand any greater rate or prices for passing over said bridge, than what is prescribed in the list of tolls put up at the gate as aforesaid, or neglect to keep said bridge in repair, he or they shall forfeit for every such offence the sum of ten dollars, to be re- covered as debts of a similar amount are recovered, one half to be paid to the county and the other half to the person who may sue for the same. 1 Supra, p. 37-41. By the Act of 14 May, 1874, P. L. 164, it is provided : " Hereafter it shall be the duty of all persons appointed in the several counties of this commonwealth to view and review any public or private road or bridge, if they shall decide in favor of locating said road or bridge, to endeavor to procure from the persons over whose lands such location may be made releases from all claims for damages that might arise from the opening of such road or the building of such bridge ; and in every case where said viewers shall fail to procure such releases, and it shall appear to them that any damages will be sustained, it shall be their duty to assess the damages and make report thereof, signed by a majority of their number, and return the same, together with all releases obtained, to the court of quarter sessions, and the damages so assessed shall be conclusive, or may be subject to appeal, review or modification, as may be provided by existing laws in the different counties of this commonwealth." 2 That is, obstructing the navigation as slightly as the nature of the work will permit ; Whitaker v. Canal Co., 6 Norris, 34 ; Commonwealth v. R. R., 3 Casey, 365. 3 Act 29 April, 1874, \ 31, as amended by Act 17 April, 1876 ; P. L. 34. 4 Id. LAWS OP PENNSYLVANIA. 57 Clause 4. Accounts — Dividends. 1 — Said corporation shall keep a just account of all moneys received by their several collectors of tolls, for crossing said bridge; and after deducting all contingent costs and charges, and such proportion of the income as may be suffi- cient for a fund to provide against the decay, the repairing and re- building of the said bridge that time and accident may render neces- sary, they shall semi-annually declare and make a dividend of the balance among the stockholders, first giving notice personally or by advertisement, of the time and place when and where the same shall be paid, and shall cause the same to be paid accordingly, in ten days thereafter, or as soon thereafter as the same shall be demanded. Clause 5. Prohibited Acts — Penalties. 2 — If any person or persons shall wilfully pull down, break or destroy, with intent to injure, any part or parts of the said bridges, or any toll -house, gates, bars or other property of the said corporation, erected for the use of said bridges, or shall wilfully deform or destroy the letters or figures' in any list of the rates of toll, affixed in any place for the in- formation of passengers, or shall wilfully or maliciously obstruct or impede the passage in or over the said bridges, or any part or parts thereof, he or she, or they, so offending, shall each of them forfeit and pay for each and every such offence, to the said corporation, the sum of ten dollars, to be recovered as other debts of a like amount are recoverable; and if any person shall be guilty of carrying any lighted cigar or pipe, or of carrying fire in any manner whatsoever, over said bridge, except in a lantern or in some vessel secured so that the probability of setting fire to said bridges shall be fully prevented, or shall discharge any pistol or gun, or any fire-arms, on or near said bridges, he, she or they so offending, shall forfeit and pay to the said company the sum of five dollars each, with all other damages sus- tained to said bridges, for every such offence, to be recovered as afore- said ; or if any person or persons shall evade the payment of any toll or duty for passing said bridges, or ride or drive his or their horse or horses on or over said bridge in a faster gait than a walk, he, she or they so offending, shall forfeit and pay to the said corporation the sum of five dollars for every such offence, to be recovered in like manner as aforesaid ; but no suit shall be brought for any of the said offences, unless commenced within thirty days after it shall be known who committed said offence, and he, she or they so offending, shall remain liable to action at the suit of said corporation for such wrongs, if the, sums herein mentioned be not sufficient to repair and satisfy said damage. Clause 6. — License op Wharf Companies in Philadelphia. 2 — No wharf company within the jurisdiction of the board of wardens, 1 1 Act 29 April, 1874, \ 31, as amended by Act 17 April, 1876 ; P. L. 34. 2 Id. 58 GENERAL, CORPORATION for the port of Philadelphia, shall have the right to exercise its corpo- rate franchises under this act until it has been licensed by said board of port wardens, and complied with the provisions of an act entitled " An Act to establish a board of wardens for the port of Philadelphia, and for the regulation of pilots and pilotages, and for other purposes therein mentioned," approved March twenty-ninth, eighteen hundred and three, and its supplements. 1 Sale of Property. 2 — It shall be lawful for any bridge company, with the assent of the holders of not less than two-thirds of its capital stock, to sell or dispose of its property to any other corporation, and said corporation so purchasing shall have lull power, in accordance with the purposes of its charter, to use the property so purchased for the purpose designated in the charter under which said property was built. Ferry and Wharf Companies — Additional Powers. 3 — Any ferry company incorporated as aforesaid, shall have the right and power to erect and maintain a ferry, either of steam power or other- wise, across any of the streams or waters of this commonwealth, sub- ject to the right of prior occupants; 4 and any ferry or wharf company may take and receive such charges for occupancy, storage and use, and such tolls and freights for the passage of persons, vehicles, ani- mals and freight as may be appointed by them, subject to the approval of the court of quarter sessions of the proper county, which court is required to examine the schedule of charges and toll-sheet submitted by any such corporation, and approve the same or lessen or increase the same as seems just and proper. Voting in Bridge Companies.- 5 — In all elections or meetings of stockholders of any turnpike, plank road or bridge company, incor- porated under any law of this commonwealth, every stockholder shall be entitled to one vote for every share of stock by him or her held in such corporation, to be cast either in person, or by proxy duly constituted by power of attorney in writing, attested by one or more subscribing witnesses. 1 4 Sm. Laws, 73. 2 Act 12 June, 1879; P. L. 173. 3 Act 29 April, 1874, \ 32, as amended by Act 17 April, 1876, \ 8 ; P. L. 36. * A legislative grant to individuals to use public rights for private gain will not be deemed exclusive unless plainly so declared ; and a supplementary act not founded upon any new consideration, declaring such prior privileges to be exclusive, will not create a contract binding upon the State ; Johnson v. Com., 6 Norris, 184. 5 Act 11 June, 1879; P. L. 139. LAWS OF PENNSYLVANIA. 59 30. Telegraph Companies. Charter. 1 — The charter for the incorporation of a company to maintain a telegraph line, shall, in addition to what is hereinbefore required, also state — I. The general route of the line of telegraph. II. The points to be connected. Clause 1. Construction op Line. — Such corporation shall be authorized, when incorporated as hereinbefore provided, to construct lines of telegraph along and upon any of the public roads, streets, lands or highways, or across any of the waters within the limits of this State. by the erection of the necessary fixtures, including posts, piers or abut- ments for sustaining the cords or wires of such lines, but the same shall not be so constructed as to incommode the public use of said road-s streets or highways, 2 or injuriously interrupt the navigation of said waters ; and this act shall not be so construed as to authorize the con- struction of a bridge across any of the waters of this State. Clause 2. Condemning Property. 3 — In all cases where the par- ties cannot agree upon the amount of damages claimed, or by reason of the absence or legal incapacity of the owner or owners, no such agreement can be made, for the right to enter upon lands or premises for the purposes named in this section, the company shall tender a bond, or have the same filed in the manner provided in the forty-first section of this act, and proceedings shall be had as therein set forth. 4 Clause 3. Right to Connect with other Lines. 5 — The said telegraphic corporation shall have the right to connect its lines of tele- graph with any other line operating within this State; and it shall be the duty of any corporation or person owning any other telegraph line doing business within this State, to permit such connection, and to receive dispatches from and for other telegraph lines and corpora- tions, and from and for any individual, and on payment of their usual charges to individuals for transmitting dispatches, as established by the rates and regulations of such telegraph line, to transmit the same with impartiality and good faith, under penalty of one hundred dol- lars for every neglect or refusal so to do, to be sued for as debts of like amount are by law recoverable, and to be recovered with costs of suit in the name and for the benefit of the person or persons send- ing or desiring to send such dispatch. 1 Act 29 April, 1874, § 33 ; P. L. 92. 2 City v. Telegraph Co., 2 Weekly Notes Cas. 455; 33 Leg. Int. 129; Telegraph Co. v. Wilt, 1 Phila. Kep. 270. 3 Act 29 April, 1874, § 33; P. L. 92. 4 Supra, p. 37, 40. 5 Act 29 April, 1874, \ 33; P. L. 92. 60 GENERAL CORPORATION Clause 4. Acquisition of Competing Lines Prohibited. 1 — No such telegraph company shall be consolidated with or merged in any other company owning a competing line of telegraph, nor shall the stock or bonds of any such telegraph company, to an amount sufficient to control the same, be held or owned by any company own- ing a competing line of telegraph, nor shall any company owning a competing line acquire, by purchase or otherwise, any other compet- ing line of telegraph. Clause 5. Charge for Delivering Messages. 2 — The charge by all telegraph companies organized under this act, and those accepting the provisions thereof, for the transmission of any tele- graphic dispatch, shall include the charge for the delivery thereof, and no extra or additional charge shall be made for such delivery. Incorporation of Additional Telegraph Companies. 3 — Corporations of the second class may be formed and created in the manner provided for by the act to which this is a supplement, and with all the rights and powers therein granted, for the purpose of constructing, maintaining and leasing lines of telegraph for the pri- vate use of individuals, firms, corporations, municipal and otherwise, for general business, and for police, fire alarm or messenger business, or for the transaction of any business in which electricity over or through wires may be applied to any useful purpose. 4 The business of such corporation may be wholly within or partly within and partly without the limits of any city, borough or township in this State, or partly in any other state or states. Charter. 5 — That in lieu of the requirements of the first para- graph of the thirty-third section of the act to which this is supple- mentary, approved April twenty-ninth, one thousand eight hundred and seventy-four, the charter for the incorporation of companies under the provisions of this act shall state : First. In what counties in this State it is proposed to carry on business. Second. In what other states it is proposed to carry on business. Consent of Municipality. 6 — Before the exercise of any of the powers given under this act, application shall be first made to the municipal authorities of the city, town or borough in which it is pro- posed to exercise said powers, for permission to erect poles or run wires on the same, or over or under any of the streets, lanes or alleys 1 Act 29 April, 1874, §33; P. L. 92 ; Constitution of Pennsylvania, Art. XVI. 2 Act 29 April, 1874, \ 33; P. L. 92. 3 Act 1 May, 1876, \ 1 ; P. L. 90. 4 Id. §2. 5 Id. §3. 6 Id. §4- LAWS OF PENNSYLVANIA. 61 of said city, town or borough, which permission shall be given by ordinance only, and may impose such conditions and regulations as the municipal authorities may deem necessary: Provided, That cities of the first class shall be exempted from the provisions of this act. 31. Water, Gas, Light and Heat Companies. 1 Companies incorporated under the provisions of this statute for the supply of water to the public, or for the manufacture and supply of gas, or the supply of light or heat to the public by any other means, shall, unless otherwise provided by this act, from the date of the let- ters patent creating the same, have the powers and be governed, managed and controlled as follows : o Clause 1. Gas, Heat, Light — Powers of Companies Supply- ing. 2 — Where any such company shall be incorporated as a gas com- pany, or company for the supply of heat or light to the public, it shall have authority to supply with gas light, the borough, town, city or district where it may be located-, and such persons, partner- ships and corporations residing therein, or adjacent thereto, as may desire the same, at such price as may be agreed upon, and also to make, erect and maintain therein the necessary buildings, machinery and apparatus for manufacturing gas, heat or light from coal or other material, and distributing the same, with the right to enter upon any public street, lane, alley or highway, for the purpose of laying down pipes, altering, inspecting and repairing the same, doing as little damage to said streets, lanes, alleys and highways, 3 and impairing the free use thereof as little as possible, and subject to such regula- tions as the councils of said borough, town, city or district may adopt in regard to grades, or for the protection and convenience of public travel over the same. Clause 2. Water Companies. 4 — Where such company shall be incorporated for the supply of water, they shall have power to provide, erect and maintain all works and machinery necessary or proper for raising and introducing into the town, borough, city or district where they may be located, a sufficient supply of pure water, and for that purpose may provide, erect and maintain all proper buildings, cisterns, reservoirs, pipes and conduits, for the reception and conveyance of x Act 29 April, 1874, §34; P. L. 93. 2 Id. 3 In Bloomfield &c. Gas Light Co. v. Calkins, 62 N. Y. 386 ; 1 Thomp. & C. 541 ; it was lielil that gas pipes could not be laid under country highways without com- pensating the owners of the fee. See supra, p. 56, n. 2; Dillon v. Gas Light Co., 1 McArthur, 626. * Act 29 April, 1874, \ 34 ; P. L. 93. 62 GENERAL CORPORATION water ; and they are authorized and empowered by themselves, their agents, engineers and workmen, and with their tools, carts, wagons, beasts of draught or burden, to enter upon such lands and enclosures, streets, lanes and alleys, roads, highways and bridges, as may be necessary to occupy, 1 or to obtain materials for the construction of said works, and to occupy, ditch and lay pipes through the same, and the same from time to time to repair, subject to such regulations in regard to streets, roads, lanes and other highways, as is provided in the foregoing section for gas companies ; and if any injury be done to private property, the said company shall make compensation there- for in the manner provided in the forty-first section of this act, 2 Clause 3. Exclusive Franchises. 3 — The right to have and enjoy the franchises and privileges of such incorporation within the district or locality covered by its charter shall be an exclusive one f and no other company shall be incorporated for that purpose until the said corporation shall have from its earnings realized and divided among its stockholders, during five years, a dividend equal to eight per centum per annum upon its capital stock. 5 Penalty for Supplying Impure Gas or Water. 6 — Provided That the said corporations shall at all times furnish pure gas and water, and any citizen using the same may make complaint of im- purity or deficiency in quantity, or both, to the court of common pleas of the proper county, by bill filed, and after hearing the parties touch- ing the same, the said court shall have power to make such order in the premises as may seem just and equitable, and may dismiss the complaints or compel the corporation to correct the evil complained of. 7 Practice. 8 — All proceedings authorized by said [the preceding] proviso shall be in accordance with the rules of equity practice now existing : Provided, That all lawful fees and costs accruing in such proceeding shall be taxed and allowed as provided by the equity fee bill in the respective court and paid by the unsuccessful party. 1 Farnsworth v. Goodhue, 48 Vt. 209 ; New York &c. K. K. v. Gas Light Co., 5 Hun, 201. 2 Supra, p. 37-41. 3 Act 29 April, 1874, ?, 34 ; P. L. 93. 4 As between two applicants, the one first giving legal notice of intention to apply and complying with the statutory requirements, is entitled to letters-patent ; Re Shamokin Coal Gas Co., O. A. G.,*19 Aug. 1874. 5 This is a limitation of power, and even the consent of the previously existing corporation cannot remove the restriction ; O. A. G., 3 Feb. 1877 ; Re Consumer's Mutual Gas Co., O. A. G., 15 July, 1878. 6 Act 29 April, 1874, \ 34; P. L. 93.' 7 By Act of 10 June, 1881, § 1, [P. L. 112,] this proviso has been extended to all gas and water companies incorporated under any law of this commonwealth. 8 Act 10 June, 1881, \ 2; P. L. 112. LAWS OF PENNSYLVANIA. 63 Appeal. 1 — Either party may appeal to the supreme court as in cases in equity. Power to Mortgage. 2 — It shall be lawful for any gas company or water company, incorporated under the provisions of the act of the general assembly of this commonwealth, entitled " An Act to pro- vide for the incorporation and regulation of certain corporations," ap- proved the twenty-ninth day of April, Anno Domini one thousand eight hundred and seventy-four, to borrow any sums of money not exceeding in the aggregate one half of the capital stock of such com- pany paid in, at a rate of interest not exceeding amounts now allowed by law, and issue bonds therefor with coupons or interest warrants at- tached, and secure the payment of such bonds and interest warrants by a mortgage to a trustee or trustees of all its real and personal property, rights, privileges and franchises. Clause 4. Storage and Transportation of Water— Pur- chase and Condemnation of Lands. 3 — Before any such water com- pany shall proceed to occupy any land or enclosure, or to obtain and use any material therefrom, for the purpose mentioned in this section, it shall be lawful for them to agree with the owner or owners thereof for the purchase of so much thereof as may be necessary, or as to the amount of injury sustained thereby; but in case they cannot agree, proceedings shall be had as provided in section forty-one of this act. 4 Powers of Certain Companies. 5 — Provided* That companies organized for any of the purposes set forth in the eighteenth clause of the second section of this act, whether such companies shall have been organized under any special act of assembly or under the general acts, in said eighteenth clause enumerated, and not having for their object the supplying of any village, borough or city with water, shall have all the rights, privileges and powers conferred by the said eighteenth clause, and the right to take lands, waters or rivulets shall be exer- cised in the manner provided in the forty-first section of this act. 6 Clause 5. Penalty for Illegal Use of Water or Gas. 7 — If any person or persons shall open a communication into the water or gas main, or other pipe of said company, without authority from the inspector or other authorized agent of said company, or shall let on the water or gas, after either shall have been stopped by order of said in- Met 10 June, 1881, g 3 ; P. L. 112. 2 Act 24 March, 1877 ; P. L. 39. 3 Act of 29 April, 1874, g 34, cl. 4, as amended by Act 12 June, 1879 ; P. L. 177. * Supra, p. 37-41. 5 Act 29 April, 1874, \ 34, cl. 4, as amended by Act 12 June, 1879 ; P. L. 177. 6 Supra, p. 37-41. 7 Act 29 April, 1874, \ 34 ; P. L. 94. 64 GENERAL CORPORATION spector or authorized agent of said company for repairs or any other cause or purpose, or shall put up any hydrants, pipes or burners, in addition to those originally put up and inspected, and introduce into them water and gas, as the case may be, without authority as afore- said, he, she or they shall be subject to a penalty of not less than ten, nor more than one hundred dollars, recoverable before any alderman or justice of the peace of the proper county, as debts of like amount are by law recoverable, one half to be paid to the informer, and one half to the company. Clause 6. Injuring Works — Penalty. 1 — If any person shall wilfully or maliciously do, or cause to be done, any act or acts whatever, whereby any building, construction, reservoir or works of said company, or any water or gas pipe, gas post, burner or reflector, or any matter or thing appertaining to the same shall be stopped or ob- structed, injured, contaminated or destroyed, the person or persons so offending shall be considered guilty of a misdemeanor, and may there- for be indicted in the court of quarter sessions of the proper county, and on conviction thereof shall be punished by a fine not exceeding five hundred dollars, or be imprisoned not exceeding one year, or both, at the discretion of the court: Provided, That such criminal prosecution shall not in any way impair the right of said company to a full compensation in damages by civil suit. Clause!. Municipality may Purchase Wobks." — It shall be lawful at any time alter twenty years from the introduction of water or gas, as the case may be, into any place as aforesaid, tor the town, borough, city or district into which the said company shall be loeated, to become the owners of said works, and the property of said com- pany, by paying therefor the net cost of erecting and maintaining the same, with interest thereon, at the rate of ten per centum per an- num, deducting from said interest all dividends theretofore declared : Provided, That nothing in this section contained shall authorize a company incorporated under the provisions of tlii- act to construct gas or water works within the limits of any municipality, when gas or water works have been constructed by said municipality without the lawful consent of the corporate authorities thereof. Charges for Gas or Water — When Court may Determine Reasonableness of. 3 — And provided further, That the court of common pleas of the proper county shall have jurisdiction and power upon the bill or petition of any citizen using the gas or water of any of said companies to hear, inquire and determine as to the charges thereof for gas or water so furnished, and to decree that the said bill be dismissed, or that the charges shall be decreased, as to the said l Act 29 April, 1874, 2 34; P. L. 94. 2 Id. 3 Id. LAWS OF PENNSYLVANIA. 65 court may seem just and equitable, and to enforce obedience to their decrees by the usual process. 32. Real Estate Companies. Capital Stock — PowePvS. 1 — The capital stock of corporations for the purchase and sale of real estate, or for holding, leasing and sell- ing real estate, and for maintaining or erecting and maintaining walls or banks for the protection of low lying lands, shall consist in the aggregate at no time of more than six hundred thousand dollars, to be divided into shares of fifty dollars each ; the said corporations shall have the right to purchase, take, hold and enjoy real estate, in fee simple, on lease or upon ground rent, as well that already pur- chased or acquired as that hereafter purchased or acquired, to im- prove, lease, mortgage and sell the same in such parts and parcels, and on such terms as to time of payment as they may determine, and to convey the same to the purchaser, in fee simple or for any less estate, or upon ground rents, and in like manner to mortgage, sell, convey or extinguish any ground rent reserved out of any real estate so sold ; and may maintain or erect and maintain walls or banks of stone, earth or other material for the protection of meadow and low lying lands from the encroachments of water : Provided, That the quantity of real estate held at any one time, in cities or boroughs, shall not exceed five hundred acres, and outside thereof shall not ex- ceed teu thousand acres, but any number of acres desired, may be protected from encroachment by water. Powers of Eeal Estate, Hotel, Drove Yard and other C03IPAXIES. 2 — Companies incorporated under the provisions of this act, or similar companies already incorporated and accepting the same, for holding, leasing and selling real estate or for the establishment and maintenance of a hotel or boarding-house, or opera and market- house, hotel and drove yard, or both, any or either, shall have the right and power to take, receive, hold and enjoy, either by conveyance, [in] fee simple or for any less estate, or upon ground rent, or for both, all the buildings, lots of lands, premises, [and] appurtenances necessary to the successful maintenance and carrying on of such business; shall have the power to execute the necessary and proper covenant for se- curing the payment of ground rent on any of such lands and premises ; shall have power to sell and convey, let or lease, all or any parts of said lots, or the tenements and buildings thereon erected, either for cash or on ground rent, or partly for cash and partly on ground rent, and shall have power to hold or erect such buildings, fixtures and ap- purtenances, and procure such furniture and equipments as may be necessary for the success of its business ; and the said corporation may 1 Act 29 April, 1874, \ 35, as amended by Act 17 April, 1876, § 9 ; P. L. 36. 2 Act 29 April, 1874, \ 36, as amended by Act 17 April, 1876, \ 10 ; P. L. 36. QQ GENERAL CORPORATION borrow money, in the manner provided in section thirteen of this act, 1 to an amount equal to the capital stock of the company paid up, and secure the same by mortgage upon the said lots, buildings and fixtures and appurtenances. 33. Safe Deposit Companies. 2 Safe deposit companies shall have power to receive upon deposit for safe keeping, jewelry, plate, stocks, bonds, notes and valuable pro- perty of every kind, upon terms to be prescribed by the by-laws of such corporation, which by-laws shall at all times be posted up in the place or places of business of such corporations. 34. Building and Loan Associations. 3 4 Building and loan associations incorporated under the provisions of this act, shall have the powers, and from the date of the letters patent creating the same, when not otherwise provided in this act, be governed, managed and controlled as follows : Powers. 5 — They shall have the power and franchise of loaning or advancing to the stockholders thereof the moneys accumulated from time to time, 6 and the power and right to secure the re-payment of such moneys, and the performance of the other conditions upon which the loans are to be made, 7 by bond and mortgage or other security, as well as the power and right to purchase or erect houses, and to sell, 1 Supra, p. 26. 2 Act 29 April, 1874, \ 35, as amended by Act 17 April, 1876, \ 9 ; P. L. 36. 3 The Act of 10 April, 1879, [P. L. 16,] is a general statute regulating building associations, and has been here woven in with the Act of 1S74, the arrangement of the present section being based upon the doctrine that the provisions of the later statute upon the same subject-matter as the former acts operated as a repeal of those former provisions, saving all rights previously acquired, and more particularly as the tenth section of the Act of 1879 repeals all acts inconsistent therewith ; a doc- trine seemingly sanctioned by Rhoads v. Ass'n, 1 Norris, 187; Neesser v. Commth, 1 Casey, 126; Johnston's Estate, 9 Id. 511. Lest, however, in the absence of judi- cial interpretation, this arrangement should prove misleading, and as many asso- ciations chartered prior to the Act of 1879 have not accepted its provisions, the omitted portions of the Act of 1874 are inserted in notes to their appropriate places. * Act 29 April, 1874, \ 37, el. 1 ; P. L. 96. 5 Id. 6 The association is not bound to inquire for what purpose the money is to be ap- plied bv the borrowers; Juniata Ass'n v. Truxill, 3 Norris, 316; Eelief Fund »■ Tugshore, 8 Luz. Leg. Reg. 199 ; Hagerman v. Ass'n, 25 Ohio St. 186. 7 When a mortgage is conditioned for the payment of the loan and of monthly dues, repayment of principal and interest will not necessarily extinguish the obli- gation if the association desire to retain it as security for the dues ; Everhard r. Ass'n, 11 Wright, 352. LAWS OP PENNSYLVANIA. 67 convey, lease or mortgage the same at pleasure to their stockholders or others for the benefit of their stockholders, in such manner, also, that the premiums taken by the said associations, for the preference or priority of such loans shall not be deemed usurious, and so, also, that in case of non-payment of instalments, premiums or interest by borrowing stockholders, for six months, payment of principal, premiums and interest, without deducting the premium paid, or interest thereon, may be enforced by proceeding on their securities according to law. Premiums may be Paid in Instalments. 1 — It shall be lawful for any mutual savings fund, or building and loan association, now incorporated or hereafter to be incorporated, in addition to dues and interest, to charge and receive the premium or bonus bid by a stock- holder for preference or priority of right to a loan in periodical instal- ments ; and such premium or bonus so paid in instalments shall not be deemed usurious, but shall be taken to be a payment as it falls due in contradistinction to a premium charged and paid in advance; and in so far as said premium or bonus so charged and paid, in addition to dues and interest, shall be in excess of two dollars for each periodical payment, the same shall be lawful, any law, usage or custom to the contrary notwithstanding. Interest in Advance. 2 — It shall also be lawful for any mutual savings fund or building and loan association to charge and deduct interest in advance, in lieu of premiums for preference or priority of right to a loan : Provided, That the certificate of incorporation of each association hereafter to be incorporated, and the certificate provided in section nine of this act for those heretofore incorporated, 3 shall set forth whether the premium or bonus bid for the prior right to a loan shall be deducted therefrom in advance or paid in periodical instal- ments, or whether interest in advance shall be deducted from the loan in lieu of premium or bonus. Capital Stock. 4 — The capital stock of any corporation created for such purposes by virtue of this act, shall at no time consist in the aggregate of more than one million dollars, to be divided into shares of such denomination, not exceeding five hundred dollars each, and in such number as the corporators may, in the application for their charter, specify: Provided, That the capital stock may be issued in series, but no such series shall at any issue exceed in the aggregate five hundred thousand dollars, the instalments on which stock are to be paid at such time and place as the by-laws shall appoint ; no period- ical payment of such instalments to be made exceeding two dollars 1 Act 10 April, 1879, § 1 ; P. L. 16. 2 Id. 3 Infra. 4 Act 29 April, 1874, \ 37, cl. 2 ; P. L. 97. 68 GENERAL CORPORATION on each share, and said stock may be paid off and retired as the by- laws shall direct. 1 Unpaid Instalments to be a Lien. 2 — Every share of stock shall be subject to a lien for the payment of unpaid instalments and other charges incurred thereon under the provisions of the charter and by-laws, and the by-laws may prescribe the form and manner of enforcing such lien ; new shares of stock may be issued in lieu of the shares withdrawn or forfeited ; the stock may be issued in one or in successive series, in such amount as the board of directors or the stock- holder may determine. 3 Voluntary Withdrawals Eegulated. 4 — Stockholders with- drawing voluntarily, shall receive such proportion of the profits of the association or such rate of interest as may be prescribed by the by- laws, 3 any law or usage to the contrary notwithstanding ; but pay- ment of the value of stock so withdrawn, shall only be due when the funds now by law applicable to the demand of withdrawing stock- holders 6 are sufficient to meet and liquidate the same, and then only in the order of the respective times of presentation of the notices of such withdrawals, which must have been presented in writing at a 1 Rodgers v. Ass'n, 7 Weekly Notes Cas. 95. A stockholder cannot, qua stock- holder, maintain an action at law against the association ; O'Eourke v. Ass'n, 8 Weekly Notes Cas. 176. 2 Act 29 April, 1874, § 37, cl. 2 ; P. L. 97. 3 The remainder of this section, which is apparently supplied by the Act of 10 April, 1879, \ 2 and §3, [infra, p. 63, 69,], i> as follows : " Withdrawal of Stockholders. — Any stockholder wishing to withdraw from the said corporation, shall have power to do so by giving thirty days' notice of his or her intention to withdraw, when he or she shall be entitled to receive the amount paid in by him or her, less all fines and other charges ; but after the expiration of one year from the issuing of the series, such stockholders shall be entitled, in addi- tion thereto, to legal interest thereon : Provided, That at no time shall more than one-half of the funds in the treasury of the corporation be applicable to the de- mands of withdrawing stockholders without the consent of the board of directors, and that no stockholder shall be entitled to withdraw whose stock is held in pledge for security. Eights of Personal Eepresextatives. — Upon the death of a stockholder, his or her legal representatives shall be entitled to receive the full amount paid in by him or her and legal interest thereon, first deducting all charges that may be due on the stock ; no fines shall be charged to a deceased member's account from and after his or her decease, unless his [the] legal representatives of such decedent assume the future payments on the stock." Act 29 April, 1874, \ 37, cl. 2 ; P. L. 97. 4 Act 10 April, 1879, \ 2 ; P. L. 16. 5 In Knoblanck v. Ass'n, 8 Pitts. Leg. Jour. (N. S.) 39, a by-law was sustained which provided for a certain deduction from payment to withdrawing members to meet anticipated losses ; McGrath v. Ass'n, 8 Wright, 383. 6 That is, one-half of the funds in the treasurv ; Act 12 April, 1859 ; P. L. 544 ; Act 29 April, 1874, \ 37, cl. 2, [P. L. 97], quoted supra, n. 3. "It is an abuse of corporate power to invest all the funds and leave no fund to pay withdrawing mem- bers. The provision as to payment of withdrawals out of one-half only of the funds in the treasury, is a charter limitation on the rights of withdrawing "members, in- tended to prevent a conflict with the exercise of other corporate franchises." Second Nat. Ass'n v. Hubley, 34 Leg. Int. 6. LAWS OF PENNSYLVANIA. 69 previous stated meeting, and have been then and there endorsed as to times of presentation by the officer designated by the by-laws of the association. 1 Involuntary Withdrawals. 2 — The by-laws may provide for the involuntary withdrawal and cancellation at or before maturity of shares of stock not borrowed on: Provided, That such withdrawal and cancellation shall be pro rata among the shares of the same series of stock: And prodded further, That not less than legal interest shall be credited and allowed to each share so withdrawn and cancelled. By-Laws. 3 — The number, titles, functions and compensation of the officers of any such corporation, their terms of office, the times of their elections, as well as the qualifications of electors, and the ratio and manner of voting, and the periodical meetings of the said corpo- ration, shall be determined by the by-laws when not provided by this act. Disposal of Funds. 4 — The said officers shall hold stated meet- ings, at which the money in the treasury, if over the amount fixed by charter as the full value of a share, shall be offered for loan in open meeting, and the stockholder who shall bid the highest premium for the preference or priority of loan, shall be entitled to receive a loan of not more than the amount fixed by charter as the full value of a share for each share of stock held by such stockholder. 5 Provided, That a stockholder may borrow such fractional part of the amount fixed by charter as the full value of a share, as the by-laws may pro- vide ; good and ample security, as prescribed by the by-laws of the corporation, shall be given by the borrower to secure the re-payment of the loan; in case the borrower shall neglect to offer security, or shall offer security that is not approved by the board of directors, by such time as the by-laws may prescribe, he or she shall be charged with legal interest, together with any expenses incurred, and the loss 1 This section is apparently intended to meet the decision in U. S. Ass'n v. Silverman, 4 Norris, 394; Wittman v. Ass'n, 7 Weekly Notes Cas. 80. The secretary's sealed certificate that notice of withdrawal has been duly given, and that the stock will be paid in regular order of notice, is not an instrument within the affidavit of defence act; Newlin v. Ass'n, 9 Weekly Notes Cas. 220; and an order drawn by the president upon the treasurer is not a negotiable instrument; Ashland Co. v. Ass'n, 9 Luz. Lesr. Keg. 41. -pi* 2 ActlO April, 1879, ?3; P. L. 17. 3 Act 29 April, 1874, \ 37, cl. 3 ; P. L. 97. 4 Id. cl. 4. 5 The association cannot fix a minimum rate of premium, nor can they borrow money wherewith to make loans; Stiles' Appeal, 9 Weekly Notes ( as. 83; Oramre- ville Ass'n v. Young, Id. 2~>1. And, obviously, loans to stockholders arc not "dis- counts" within Art. XVI. Sect. 11, of the Constitution ; Building Ass'n v. Seemiller, 3 Phila. Rep. 115; Schober v. Ass'n, 11 Casev, 223. 6 70 GENERAL CORPORATION in premium, if any, on a re-sale, and the money may be re-sold at the next stated meeting. 1 Re-Payment of Loans. 2 — A borrower may re-pay a loan at any time, and in case of the re-payment thereof before the maturity of the shares pledged for said loan, there shall be refunded to such borrower, (if the premiums, bonus or interest shall have been deducted in ad- vance,) such proportions of the premiums, bonus or advance interest bid, as the by-laws may determine : Provided, That in no case shall the association retain more than one-hundredth of said premiums or bonus for each calendar month that has expired since the date of the meeting upon which the loan Mas made, 3 or if interest in advance, it shall retain only the interest due on the loan up to the time of settle- ment : And further provided, That such borrower shall receive the withdrawing value of the shares pledged for said loan, and the shares shall revert back to the association. 4 1 The remainder of this section, which is supplied by Act 10 April, 1879, \ 5, [infra, p. 71,] is as follows: "In case of non-payment of instalments or interest by horrowing stockholders, for the space of six months, payment of principal and interest, without deducting the premium paid or interest thereon, may be enforced bv proceeding on their securi- ties according to law ;" Act 29 April, 1874, $ 37, cl. 4 ; P. L. 98. 2 Act 10 April, 1879, §4; p - L. 17. The provision in the Act of 1874, is as fol- lows : "A borrower may repay a loan at any time, and in case of the re-payment thereof, before the expiration of the eighth year, after the organization of the corporation, there shall be refunded to such borrower one-eight h of the premium paid for every year of the said eight years then unexpired : Provided, When the stock is issued in separate series the time shall be computed from the date of the issuing the series of stock on which the loan was made;" Act 29 April, 1874, \ 37, cl. 5; P. L. 98. 3 This apparently supersedes the decision in Sherman Ass'n v. Rock, 9 Phila. Rep. 75. 4 The method of computation under prior acts was elaborated in Marietta, &c. Ass'n v. Hanlen, 10 Lancaster Bar, 47. Under the former statutes it was held that a borrower might apply his stock to the payment of his loan, but that payments of dues were not payments on account of the mortgage unless so appropriated by the mortgagor; N. A. Ass'n v. Sutton, 11 Casey, 463; Kelly v. Ass'n, 3 Wright, 148; Kreamer v. Ass'n, 6 Weekly Notes Cas. 267 ; Link v. Ass'n, 8 Norris, 15 ; Early's Appeal, Id. 411 : and for this purpose the value of the stock is but the amount of the payments thereon ; Watkina v. Ass'n, 10 Weekly Notes Cas. 415 ; 38 Leg. Int. 333 : and that this right of appropriation being a personal privilege, could not be exercised by a terre-tenant, a sheriff's vendee, or any other than the mortgagor; Economy Ass'n v. Hungerbuehler, 38 Leg. Int. 42; Kreamer v. Ass'n, 36 Id. 28; 6 Weeklv Notes Cas 267 ; Spring Garden Ass'n v. Ass'n, 10 Wright, 493; Building Ass'n v. Eshelback, 7 Phila. Rep. 189. This doctrine equally applies to unincorporated associations ; Link v. Ass'n, 8 Norris, 15. So a member who with the consent of the association has assigned his stock to a third person, cannot claim a credit for the value of such shares when sued upon his mortgage ; Schober v. Ass'n, 11 Casey, 223 ; and the law has been held the same way where the stock was repledged to the association to secure an additional loan ; Phila. &c. Ass'n v. Moore, 11 Wright, 233. And when assigned to the corporation it is not subject to sale under an execution against the assignee alone ; Early's Appeal, 8 Norris, 411. Upon general principles, however, when stock is assigned to the association as collateral, equity will, as between the association and a second mortgagee of the land, LAWS OF PENNSYLVANIA. 71 Remedy for Non-Payment of Instalments, Premiums, &c. l — In case of non-payment of instalments of stock, premiums, clues or interest, by borrowing stockholders, for the space of six months, pay- ment of the same, together with the full principal of the loan, may be enforced by proceeding on their securities according to law ; and the moneys so recovered shall be paid into the treasury of the association for such uses (loans or otherwise) as may be deemed proper by the association ; and if the said moneys so recovered, together with the withdrawal value of the shares of such defaulting borrower, shall ex- ceed the amount it would have required, according to the preceding section, to have voluntarily repaid the loan, together with all the ex- penses incurred by the association, such excess shall be repaid to such defaulting borrower. 2 Fines Limited. 3 — Fines or penalties for the non-payment of in- stalments of dues, interest and bonus or premium, shall not exceed two per centum per month on all arrearages. Premiums, &c, not Usurious. 4 — No premiums, fines, or interest on such premiums, that may accrue to the said corporation, according to the provisions of this act, shall be deemed usurious, and the same may be collected as debts of like amount are now by law collected in this commonwealth. 5 Married Women Stockholders. 6 — It shall be lawful for any married woman of full age to hold stock in any of said saving funds, primarily compel the appropriation of the stock to the payment of the first mort- gage, and this equity is not defeated by a levy on the stock by judgment creditors of the mortgagor ; Herbert v. Ass'n, 17 X. J. Eq. 497 ; Phillipsburg &c. Ass'n v. Hawk, 27 Id. 355. 'Act 10 April, 1879, g5; P. L. 17. 2 This section was doubtless intended to obviate the inconvenient practice in cases of recovery by legal process, required by Act 12 April, 1859, \ 5 [P. L. 546], which provision was omitted from the Act of 1874. This section of the Act of 1859 was construed in Flounders v. Hawley, 28 P. F. Smith, 47. When the borrower's mortgage is divested by an orphans' court sale for the pay- ment of debts, the association can only claim as in the case of a voluntary re-pay- ment ; Snider's Estate, 34 Leg. Int. 49. ■'' Act 10 April, 1879, \ 6 ; P. L. 17. 4 Act 29 April, 1874, § 37, cl. 6 ; P. L. 98. 5 Juniata Ass'n v. Mixell, 3 Norris, 313; Sunbury Ass'n v. Martin, 1 Luz. Leg. Reg. 147. Unincorporated associations can onlv recover legal interest ; Jarrett v. Cope, 18 P. F. Smith, 67 ; Rhoads v. Ass'n, 1 Norris, 180; Link v. Ass'n, 8 Id. 15; but if duly incorporated, unauthorized provisions in the charter will not deprive the corporation of the benefit of this section; Becket v. Ass'n, 7 Norris, 211. And in an action on the mortgage it is not a sufficient defence to merely state that the borrower only received a certain sum and has made certain payments, for the pre- sumption in the former case is that the difference represents the premium, and in the latter case that the pavments were for fines and dues, — all legalized bv the act : Selden v. Ass'n, 32 P. F. Smith, 336. 6 Act 10 April, 1879, g7; P. L. 17. 72 GENERAL CORPORATION building or loan associations ; and as such stockholder, she shall have all the rights and privileges of other members, including the right to borrow money from the said associations and bid premiums therefor, and shall also have the right and power to secure such loan by trans- ferring her said stock or other securities to said association from which the same was borrowed, or by executing bond and mortgage upon her separate real estate to secure said loan : Provided however, That the husband of such married woman join in the execution of such bond and mortgage ; and such married woman shall also have the right to sell, assign and transfer her said stock or withdraw the same, without joining the husband in such transfer or withdrawal; and it shall be lawful for any such savings fund, building or loan association to col- lect such loan made to such married woman, including the dues, in- terest, premiums and fines, as loans made by such associations to other members are now bv law collected, and such stock or interest in such stock, shall not be liable for the debts of any husband of such married woman. 1 Dissolution. 2 — No corporation or association created under this act shall cease or expire from neglect on the part of the corporators to elect officers at the time mentioned in their charter or by-laws, and all officers elected by such corporation shall hold their offices un- til their successors are duly elected. May Purchase and Convey Lands. 3 — Any loan or building association incorporated by or under this act, is herein- authorized and empowered to purchase at any sheriff's or other judicial sale, or at any other sale, public or private, any real estate, upon which such association may have or hold any mortgage, judgment, lien, or other incumbrance, or ground rent, or in which said association may have an interest, and the real estate so purchased, or any other that such association may hold or be entitled to at the passage of this act, to sell, convey, lease, or mortgage at pleasure, to any person or persons whatsoever ; and all sales of real estate heretofore made by such asso- 1 This section was passed to meet Wolbach v. Ass'n. 3 Xorris, 211. Even under the prior acts the husband was liable upon his obligation to secure his wife's in- debtedness, and a fortiori, when he received the benefit of the loan; Tanner's Ap- peal, 38 Leg. Int. 4'2 ; and the wife's estate is also equally liable upon the joint mortgage thereof to secure the husband's debts ; Juniata Ass'n v. Mixell, 3 Norris, 314. 2 Act 29 April, 1874, § 37, cl. 7 ; P. L. 98. The association is bound to continue its existence until its objects have been accomplished, and an injunction has been granted to restrain a premature dissolu- tion ; Pfaff ». Ass'n, 6 Weekly Notes Cas. 349 ; see White Haven Ass'n v. Kelley, 9 Luz. Leg. Reg. 9 : and upon the insolvency of a building association it has been decided that priority of payment should be made to those general creditors whose claims did not depend on former membership, and that thereafter upon bill filed a receiver would be appointed to protect all remaining interests ; In re National &C. Ass'n, 9 Weekly Notes Cas. 79; Goodrich v. Ass'n, 54 Georgia, 99. 3 Act 29 April, 1874, g 37, cl. 8 ; P. L. 98. LAWS OF PENNSYLVANIA. 73 ciations to any person or persons not members of the association so selling, are hereby confirmed and made valid. 'All such corporations shall have full power to purchase lands and to sell and convey the same, or any part thereof, to their stockholders or others in fee simple, with or without the reservation of ground rents, but the quantity of land purchased by any one of said associa- tions hereafter incorporated, shall not, in the whole, exceed fifty acres, and in all cases the lands shall be disposed of within ten years from the date of the incorporation of such associations respectively. 2 May Assign Ground Rents. 3 — All land and building; asssocia- tions are hereby authorized to make sale of and assign or extinguish to any person or persons the ground rents created as aforesaid. Prior Purchase and Sale Confirmed. 4 — All purchases of lands heretofore made by building and loan associations, incorporated by virtue of any law of this commonwealth, and also all sales of the same made by them to their stockholders or others, are hereby confirmed, and the titles of said associations and their vendees are hereby de- clared good and valid, to all intents and purposes ; and the said asso- ciations, their successors or assigns, may sell, convey or lease, at plea- sure, at any time within five years from the passage of this act, the undisposed-of portions of the real estate so hereto purchased. Exemption from Bonus and Registration. 5 — The bonus or taxes due to the commonwealth upon the capital stock of corpora- tions, as provided for by act of first of May, one thousand eight hun- dred and sixty-eight, 6 or by any other act, shall not apply to or be due from mutual savings fund, or building and loan associations f nor shall the registry for corporations, prescribed by the first section of the act of first of May, one thousand eight hundred and sixty-eight, 8 the first section of the act of twenty-fourth of April, one thousand 1 Act 29 April, 1874, \ 37, cl. 9 ; P. L. 98. 2 But they cannot thus invest all their funds to the prejudice of withdrawing stockholders ; Second Nat. Ass'n v. Hubley, 34 Leg. Int. 6 ; supra, p. 68, n. 6. 3 Act 29 April, 1874, § 37, cl. 10 ; P. L. 99. * Act 19 June, 1878; P. L. 214. 5 Act 10 April, 1879, § 8 ; P. L. 17. «P. L. 108. 7 This exemption from taxation has been repealed by Act 7 June, 1879 ; P. L. 112. and building associations are taxable under the latter statute ; Bourguiemon Ass'n v. Commonwealth, 10 Weekly Notes Cas. 161 ; 38 Leg. Int. 324. But the Act 10 June, 1881 [P. L. 99], being a supplement to the Act of 7 June, 1879, provides that it shall not apply to building and loan associations: Provided, however, that moneys loaned by building and loan associations shall be subject to tax, the same as money loaned by individuals. 8 P. L. 108. 74 GENERAL CORPORATION eight hundred and seventy-four, 1 and the twenty-sixth section of the act of twenty-ninth of April, one thousand eight hundred and seventy- four, 2 apply to or be required of mutual savings fund, or building and loan associations. Acceptance by Existing Associations. 3 — Mutual savings fund, or building and loan associations, heretofore incorporated under the provisions of any law, shall be entitled to all the privileges, immunities, franchises and powers conferred by this act, upon filing with the secre- tary of the commonwealth a certificate of their acceptance of the same in writing, under the duly authenticated seal of said association, which certificate shall also prescribe their mode or plan of charging pre- miums, bonus or advance interest, as set forth in the first section of this act ; and upon such acceptance and approval thereof by the gov- ernor, he shall issue letters-patent to said corporation reciting the same. Repeal. 4 — All laws or parts of laws inconsistent with the provi- sions of the act are hereby repealed. 35. Iron, Steel, Metal and Wood Companies. 5 Companies incorporated under the provisions of this act for the manufacture of iron or steel, or both, of any other metal, or of any article of commerce from wood or metal, or both, unless otherwise provided by this act, shall, from the date of the letters-patent creating the same, have the powers and be governed, managed and controlled as follows : Clause 1. General Powers. 6 — Every such corporation may, in the manner prescribed in this act, increase its capital stock to an amount not exceeding five million dollars, and shall have the right to purchase, lease, hold, mortgage and sell real estate and mineral rights, to prove and open mines, to mine and prepare for market, or for their own use and consumption, coal, iron ore and other minerals, and to erect and construct furnaces, forges, mills, foundries, manu- factories and such other improvements and erections as they may deem necessary, and to manufacture iron and steel, or any other metal, or either thereof, in all shapes and forms, and either of these metals, 'P. L. 68. 2 Supra, p. 35. 3 Act 10 April, 1879, \ 9; P. L. 17. * Act 10 April, 1879, \ 10 ; P. L. 17. 5 Act 29 April, 1874, \ 38 ; P. L. 99. •Id. cl. 1. LAWS OF PENNSYLVANIA. 75 exclusively or in combination with other metals, or with wood, and to transport all of said articles or any of them to market, and to dis- pose of the same, and do all such other acts and things as a successful and convenient prosecution of said business may require : Provided, They shall not at any one time have more than ten thousand acres of land within this commonwealth, including leased land-. Clause 2. May Issue Bonds. 1 — Every such corporation may make and issue bonds, with or without coupons attached, bearing in- terest not exceeding six per centum per annum, and sell, exchange or otherwise dispose of the same, upon such terms and conditions as they may deem advisable, and such bonds, and the interest thereon, may be secured by a mortgage or mortgages upon the corporate franchises, real and leasehold estate: 2 Provided, They shall not issue bonds for a greater sum than three times the amount of their capital stock paid in. Clause 3. Annual Statement and Reports. 3 — The president and directors of every such corporation shall annually lay before the stockholders a full and complete statement of the business and a flairs of the corporation for the preceding year; and it shall also be their duty to make report to the auditor general, at such time and in such form as is or may be prescribed by law, of the operations of the cor- poration, to the end that he may ascertain the amount of tax due by said corporation to the commonwealth, and such report shall be veri- fied by the oaths or affirmations of the president and treasurer of such corporation ; and any such corporation which shall neglect or refuse to report to the auditor general, according to law, shall be liable to a penalty of five hundred dollars for the use of the commonwealth, to be sued for and recovered as debts of like amount are or may be by law recoverable. Clause 4. Power to Appropriate Streams. 4 — It shall and may be lawful for any corporation organized for the purposes named in this section, to appropriate any stream or streams, spring or springs, flow- ing through or along, or rising upon any lands belonging to and owned by such corporation in the vicinity of their works, for the purpose of supplying the same with stream or water power, 5 upon the said corpo- ration filing in the office of the prothonotary of the court of common pleas of the county in which such works may be located, a draft or drafts showing the stream or streams, spring or springs, which may 1 Act 29 April, 1874, \ 38, cl. 2 ; P. L. 90. 2 By Act 23 March, 1877, P. L. 32, [quoted supra, p. 27,] the courts of common pleas are invested with equity jurisdiction to enforce rights under such mortgages. 3 Act 29 April, 1874, § 38, cl. 3 ; P. L. 99. 4 Id. cl. 4. 5 In the pamphlet laws the fourth, fifth and sixth lines are misplaced. The above is evidently the correct reading. 76 GENERAL CORPORATION have been appropriated for the purposes aforesaid; whereupon it shall not be lawful for any other corporation or individual to divert or use the water of any stream or streams, spring or springs, thus ap- propriated, so as to diminish the usual accustomed and natural flow thereof: Provided, That every corporation thus appropriating any stream or streams, spring or springs, shall, after using the waters of the same for their manufacturing necessities, return the same into the usual and accustomed channel whereby the water of such stream or streams, spring or springs, have [has] heretofore been accustomed to flow off or along the lands of such corporation. Clause 5. Construction of Grant. 1 — The incorporation of any association of persons for the purposes named in this section shall be held and taken to be of the same force and effect as if the powers and privileges conferred and the duties enjoined had been conferred and enjoined by special act of the legislature, and the franchises granted shall be construed according to the same rules of law and equity as if it had been created by special charter, and no modifica- tion or repeal of this act shall affect any franchises obtained under the provisions of the same. Clause 6. May Hold Stock and Bonds or Guarantee Pay- ment. 2 — It shall and may be lawful for any incorporated company of this commonwealth, or elsewhere, to subscribe and take shares of stock in any company incorporated for the purposes named in this section of this act, or to purchase the bonds or stock, or guarantee the payment of said bonds and the interest thereon, or either principal or interest. Clause 7. Citizenship of Corporators and Officers — Place of Business. 3 — A majority of the stock of any such corporation may be held by persons who are not citizens of this State or of the United States. A majority of its directors may be citizens of another State, or of any foreign * country ; and it may have an office at any place without the State, at which the by-la W s f the corporation may authorize the same [where] meetings of stockholders and directors may be held, and any business of the corporation transacted, but it shall also keep an office within the county in which its principal business in this State is transacted, and an officer of the company there, upon whom service of process may be made; and the property and stock of such corporation shall be at all times liable to taxation under the laws of this commonwealth. Existing Corporations. 3 — Corporations for any of the purposes 1 Act 29 April, 1874, \ 38, cl. 5 ; P. L. 99. See supra, p 34, sect, 19. 2 Id. cl. 6. 3 Id. cl. 7. LAWS OF PENNSYLVANIA. 77 named in this section, heretofore created by any special or genera] law of this commonwealth, on accepting the provisions of the consti- tution, shall be entitled to all the privileges and powers conferred la- this act upon such corporations to be hereafter created. Clause 8. Liability of Stockholders. 1 — The stockholders of every company incorporated for the purposes named in this section shall only be individually liable for debts due to the laborers, mechanics, or clerks, for services, and in that ease for no period ex- ceeding six months. 2 "to Clause 9. Repeal. 3 — All laws and parts of laws inconsistent with this section be and the same are hereby repealed, so far as they may relate to or affect any company incorporated under the provisions hereof, or the stockholders of any such company : Prodded, This shall not apply to laws imposing taxes upon such corporations. How Employees to be Paid. 4 — From and after the first day of September, 1881, all persons, firms, companies, corporations or asso- ciations in this commonwealth, engaged in mining coal, ore or other mineral, or mining and manufacturing them, or either of them, or manufacturing iron or steel, or both, or any other kind of manufac- turing, shall pay their employees as provided in this act. Payment by Cash or Cash Order. 5 — All persons, firms, com- panies, corporations or associations, engaged in the business aforesaid, shall settle with their employees at least once in each month and pay them the amounts due them for their work or services in lawful money of the United States or by the cash order as described and required in section three of this act : Provided, That nothing herein contained shall affect the right of an employee to assign the whole or any part of his claim against his employer. Cash Order. 6 — From and after the first day of September, 1881, it shall not be lawful for any person, firm, company, corporation or association, their clerk, agent, officer or servant in this State, to issue for payment of labor any order or other paper whatsoever, unless the same purports to be redeemable for its face value in lawful money of the United States, bearing interest at legal rate, made payable to em- ployee or bearer, and redeemable within a period of thirty days, by 1 Act 29 April, 1874, \ 38, cl. 8 ; P. L. 99. 2 See supra, p. 28-30, and infra, p. 82, n. 9, for the decisions nnder this section. 3 Act 29 April, 1874, \ 38, cl. 9 ; P. L. 99. 4 Act 29 June, 1881, \ 1 ; P. L. 147. 5 Id. \ 2. 6 Id. I 3. 78 GENERAL CORPORATION the person, firm, company, corporation or association giving, making or issuing the same ; and any person, firm, company, corporation or association engaged in the business aforesaid, their clerks, agent, offi- cer or servant, who shall issue for payment of labor any paper or order, other than the one herein specified, in violation of this section, shall be guilty of a misdemeanor and upon conviction shall be fined in any sum not exceeding one hundred dollars, in the discretion of the court, which shall go to the common school fund of the district wherein the crime shall have been committed. Profit on Merchandise Sold to Employee. 1 — From and after the passage of this act, it shall be unlawful for any person, firm, company, corporation or association engaged in mining or manu- facturing, either or both, as aforesaid, and who shall likewise be either engaged, or interested directly or indirectly, in merchandising as owner or otherwise, in any money, per cent., profit or commission arising from the sale of any such merchandise, their clerks, servants, officers or agents, to knowingly and wilfully sell or cause to be sold to any employee any goods, merchandise or supplies whatever, for a greater per cent, of profit than merchandise and supplies of like character, kind, quality and quantity are sold to other customers buying for cash and not employed by them ; and shall any person or member of any firm, company, corporation or association, his or their clerk, agent or servant, violate this section of this act, then and in that case the debt for goods so sold shall not be collectible against the employee so purchasing. Interest w^hen Failure to Pay Employee. 2 — If any per- son, firm, company, corporation or association shall refuse, for the space of twenty days, to settle and pay any of their said employees at the intervals of time as provided in section two of this act, or shall neglect or refuse to redeem any of cash orders herein provided for, within the time specified, if presented and suit should be brought for the amount overdue and unpaid, judgment for the amount of said claim proven to be due and unpaid with a penalty of one per centum of such amount added thereto for each and every month's delay shall be rendered in favor of the plaintiff 1 in such action : Provided further, That the cash order, herein provided for, given for the payment of labor, if the laborer continues to hold the same, in case of the insol- vency of the company or person or firm or corporation giving the same, such laborer shall not lose his lien and preference under ex- isting law. Repeal. 3 — All laws or parts of laws, inconsistent herewith, be and the same are hereby repealed. 1 Act 29 June, 1881, §4 ; P. L. 147. 2 Id. I 5. 3 Id. §6. LAWS OF PENNSYLVANIA. 79 36. Mechanical, Mining, Quarrying, Manufacturing and Other Corporations. 1 Companies incorporated under the provisions of this act for the carrying on of any mechanical, mining, quarrying, manufacturing or other business, as provided in clause eighteen of the second class, in section two hereof, 2 when not otherwise provided in this act, shall, from the date of the letters-patent creating the same, have the powers and be governed, managed and controlled as follows : Capital Stock. 3 — That every such corporation may have a capi- tal stock not exceeding five million dollars, and may by a vote of three-fourths of the general stockholders, at a meeting duly called for the purpose, issue two kinds of stock, namely : general stock and special stock ; the special stock shall at no time exceed two-fifths of the actual capital of the corporation, and shall be subject to redemp- tion at par, after a fixed time to be stated in the certificates. Hold- ers of such special stock shall be entitled to receive, and the corpora- tion shall be bound to pay thereon, a fixed or half-yearly sum or dividend to be expressed in the certificates, not exceeding four per centum, and they shall in no event be liable for the debts of the cor- poration beyond their stock. Payment of Stock Assessment. 4 — That if the proprietor of any share neglect to pay a sum duly assessed thereon, for the space of thirty days after the time appointed for payment, the treasurer of the company may sell by public auction a sufficient number of the shares to pay all assessments then due, with necessary and incidental charges thereon. The treasurer shall give notice of the time and place ap- pointed for such sale/and of the sum [due] on each share, by advertising the same three weeks successively before the sale, in some newspaper published in said county; and a deed of the share so sold made by the treasurer, and acknowledged before a justice of the peace, and re- corded by the clerk, [who] shall transfer said shares to the purchaser, who shall be entitled to a certificate therefor. Certificate of Payment of Capital Stock to be Recorded. 5 — The president and directors, with the treasurer and clerk of such companies, shall, after the payment of the last instalment of the capi- tal stock, make a certificate stating the amount of the capital so fixed 1 Act 29 April, 1874, § 39 ; P. L. 101. 2 Supra, p. 10. 3 Act 29 April, 1874, \ 39, cl. 1 ; P. L. 101. 4 Id. cl. 2 ; supra, p. 23-26. 5 Id. cl. 3. 80 GENERAL CORPORATION and paid in, which certificate shall be signed and sworn to by the president, treasurer, clerk, and a majority of the directors, and they shall cause the same to be recorded in the office of the recorder of deeds for said county. Withdrawal of Capital. 1 — If any part of the capital stock of a company is withdrawn and refunded to the stockholders, before the payment of all the debts of the company contracted previously to the recording of a copy of the vote for that purpose in the office of the recorder of deeds, as prescribed in the preceding section, all the stock- holders of the company shall be jointly and severally liable for the payment of such debts. 2 Dividends — Liability of Directors. 3 — If the directors of any company declare any dividend when the company is insolvent, or the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all thereafter contracted, so long as they respectively continue in office : Provided, That the amount for which they shall be liable shall not exceed the amount of such dividend, and if any of the directors are absent at the time of making the dividend or object thereto, at said time, and file their objections in writing with the clerk of the company, they shall be exempted from such liability. 4 Indebtedness — Liability of Directors. 5 — The whole amount of the debts which any such company at any time owes, shall not ex- ceed the amount of its capital stock actually paid in, unless such debt be for unpaid purchase money for lands bought, which debt shall only be a lien upon and collectible from said land ; and in case of any ex- cess, the directors, under whose administration it occurs, shall be jointly and severally liable to the extent of such excess for all the debts of the company then existing, and for all that are contracted, so 1 Act 29 April, 1874, \ 30, cl. 4 ; P. L. 101. 2 Supra, p. 28-30 ; infra, p. 81, 82. 3 Act 29 April, 1874, §39. cl. 5; P. L. 101. 4 The company need not be joined as co-defendant in an action against the direc- tors, for the latter being wrongdoers, have no recourse over; Hill v. Frazier, 10 Harris, 320. [This case was decided upon section 14 of the general manufacturing Act of 7 April, 1849 (P. L 567), of which the present section is a transcript, save that the former act provides that the directors shall be liable " in their individual capacities," which is probably immaterial]. To the same effect are Sheriff v. Oil Co., 7 Phila. Rep. 4 ; 1 Brewster, 489 ; Archer v. Rose, 3 Brewster, 265 ; Young v. Oil Co., 10 Phila. Rep. 525, decided upon the Act 18 July, 1863 ; P. L. 1105. And a director who with knowledge of the insolvency of the company loans money to the corporation for the purpose of declaring a dividend, is not entitled, upon an assignment of the corporate effects, to re-payment of any part of the loan so made, until the claims of stockholders are satisfied; Kisterbock's Appeal, 1 P. F. Smith, 483. • 5 Act 29 April, 1874, ? 39, cl. 6 ; P. L. 101. LAWS OF PENNSYLVANIA. 81 long as they respectively continue in office, and until the debts are re- duced to the amount of the capital stock : l Provided, That any of the directors who are absent at the time of contracting any debts, con- trary to the foregoing provisions, or who object thereto, may exempt themselves from liability by forthwith giving notice of the facts to the stockholders, at a meeting which they may call for that purpose. Penalty for False Certificate. 2 — If any certificate made, or any statement or notice given by the officers of a company, under the provisions of this act, is false in any material representation, all the officers who signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted while they were officers or stockholders thereof. 3 Power to Hold Real and Personal Estate. 4 — Such corpora- tion may, in its corporate name, take, hold and convey such real and personal estate as is necessary for the purpose of its organization,' 5 may carry on its business, or so much thereof as is convenient, beyond the limits of the commonwealth, and may there hold any real or personal estate necessary for conducting the same. Annual Certificate to be Filed. 6 — Every such corporation shall, annually, in September, make, and the president, treasurer and a majority of the directors, shall sign, swear to, and deposit with the recorder of deeds for said county, a certificate stating^the amount of capital stock paid in, the names and number of shares held by each stockholder, the amount invested in real estate and in personal estate, the amount of property owned and debts due to the corporation, on the first day of August next preceding the date of such certificates, 1 Supra, p. 80, n. 4. In other States this liability has been held to be a general one enuring to the benelit of all creditors upon bill tiled and not for the benefit of indi- vidual creditors ; Love v. Buchanan, 94 111. 76 ; Hornor v. Henning, 93 V. S. 228. And in First Nat. Bank v. Price, 33 Md. 487, the courts of thai State declined to enforce this liability against a director of a Pennsylvania corporation residing in Maryland, upon the ground that the penalty could only be enforced in the State wherein the law which imposed it was enacted ; Thompson's Liability of Stockholders, \ 80-86. 2 Act 29 April 1874, § 39, cl. 6 ; P. L. 102. 3 Supra, p. 2S-30. Such statutes are penal and strictly construed; Steam Engine Co. v. Hubbard, 101 U. S. 188. ruder somewhat analogous acts in Connecticut, it was recently decided that an action for tliis penalty will not survive the death of the officer thus liable; Mitchell v. Hotehkiss, 1:2 Reporter, 684. So in New York it has been held that the officers are only liable for the debts, and not for the torts of the corporation, and that the action must be founded upon the original claim, a judgment against the corporation not being evidence ; Esmond v. Bullard, 16 Hun, 65; Miller v. White, 50 N. 137 Y. : and that an officer of the corporation may relieve himself from future liabilities by resigning, although the resignation is not acted upon by the board ; Blake v. Wheeler, 18 Hun, 496. *Act 29 April, 1874, §39, cl. 7 ; P. L. 102. b Snpr,t, p. 30, n. 4. 6 Act 29 April 1874, g39, cl. 8 ; P. L. 102. 82 GENERAL CORPORATION and the amount, as nearly as can be ascertained, of existing demands against the corporation at the date of the certificate. J Liability for Failure to File Certificates. 1 — When the officers of such corporation have failed to perform the duties pre- scribed in this act, as to making certificates, the certificates therein mentioned may be made and filed at any time after such failure ; and such officers shall not be personally liable for debts of the corporation contracted after the requisitions of this act have been complied with. 2 Service, of Process. 3 — Process shall be served upon such cor- porations in the same manner as is now directed by law with regard to other corporations. 4 Dissolution. 5 — The court of common pleas of the proper county shall have the same power to dissolve such corporation, upon petitions filed under the corporate seal, which it now has with regard to other corporations. 6 Special Stock — Liability of General Stockholders. 7 — When special stock is created by any corporation, under this act, the general stockholders shall be liable for all debts and contracts until the special stock is fully redeemed. Individual Libajlity of Stockholders. 8 — The stockholders of any and all corporations, under this act, shall be personally liable for all sums of money due to laborers, clerks and operatives, for ser- vices rendered within six months before demand made upon the cor- poration, and its neglect or refusal to make payment ; 9 and when judgment is obtained against any corporation for wages or labor due to an amount not exceeding two hundred dollars, said corporation shall not be entitled to stay of execution. 1 Act 29 April 1874, \ 39, cl. 9 ; P. L. 102. 2 Supra, p. 81, n. 3. 3 Act 29 April 1874, § 39, cl. 10 ; P. L. 103. 4 The Acts relating to service of process on corporations are digested in 1 Purdon'* Digest, 286 et seq. 5 Act 29 April, 1874, \ 39, cl. 10 ; P. L. 103. 6 Infra, p. 87, 88. 7 Act 29 April, 1874, § 39, cl. 10 ; P. L. 103. 8 Id. cl. 11. 9 Supra, p. 28-30. Statutes imposing a personal liability upon stockholders for corporate debts being in derogation of the common law are strictly construed ; Supra, p. 28, n. 7 ; Chase v. Lord, 77 N. Y. 1 : and the term " laborers" within the mean- ing of the statute includes only " Those who perform with their own hands, the contract they make with the employer," thereby excluding civil engineers and their assistants, contractors and the like ; Heebner v. ( 'have, 5 Barr, 115 ; Seider's Appeal, 10 Wright, 61 ; Smith v. Brooke, 13 Id. 147 ; Mover v. Slate Co., 21 P. F. Smith, 296; Wentroth's Appeal, 1 Norris, 469; Penna. &c. R. R. v. Leuffer, 3 Id. 168; Brockway v. Innes, 39 Mich. 47 ; Peck v. Miller, Id. 594. LAWS OF PENNSYLVANIA. 83 Powers as to Real Estate. 1 — Any such corporation may, from time to time, acquire and dispose of real estate, and may construct, have or otherwise dispose of dwellings and other buildings; hut no power to sell or release the real estate of such corporation shall be exercised by the directors thereof, unless such power be expressly given in the certificates originally filed, without a consent of a majority of the stock in value consenting and agreeing to such sale or lease before making the same, which consent shall be obtained at a meet- ing of the stockholders to be held for that purpose, of which meeting thirty days' notice shall be given in one of the newspapers of the proper county, and such consent shall be evidenced only by the written signatures of said stockholders. Power to Coxdemn Land. 2 — Companies organized for any of the purposes set forth in the eighteenth clause of the second section of this act, 3 whether such companies shall have been organized under any special act of assembly or under the general acts, in said eighteenth clause enumerated, and not having for their object the supplying of any village, borough or city with water, shall have all the rights, privileges and powers conferred by the said eighteenth clause, and the right to take lands, waters or rivulets shall be exercised in the man- ner provided in the forty-first section of this act. 4 Corporation Stores. 5 — Every manufacturing, mining or quarry- ing company incorporated under the provisions of this act shall be confined exclusively to the purposes of its creation, as specified in its charter, and no such company shall manufacture or sell any com- modity or articles of merchandise other than those therein specified. No such company shall engage in nor shall it permit any of its em- ployees or officials to engage in the buying or selling upon the lands possessed by it of any wares, goods or commodities or merchandise, other than those specified in their charter or necessary for the manu- facture of the same. No such company shall permit to be withheld or authorize or direct the withholding of wages due any of its opera- tives or employees by reason of the sale or furnishing of goods, Mares or merchandise by any person to such operatives or employees, unless the same be withheld by reason of and in obedience to due process of law ; but nothing herein contained shall prohibit any such company from supplying to its employees oil, powder and other articles and im- plements necessary for or used in mining. 6 1 Act 29 April 1874, § 39, cl. 12 ; P. L. 103. ■ Act 29 April, 1S74, \ 34, cl. 4, as amended by Act 12 June, 1879 ; P. L. 197. 3 Supra, p. 10. 4 Supra, p. 37-41. 5 Act 29 April, 1874, § 43 ; P. L. 106. 6 The Act 29 June, 1881, P. L. 147, (quoted supra, p. 77, 78, ) further regulates the payment of wages to employees and the rate of profit upon merchandise sold them. 84 general corporation After Expiration of Charter may Wind up Affairs/ — All corporations for mining, manufacturing or trading purposes, whether created by general or special acts of assembly, whose char- ters may have expired, or may hereafter expire, may bring suits, and maintain and defend suits already brought, for the protection and possession of their property, and the collection of debts and obligations owing to, or by, them, and sell, convey, and dispose of their property, and make title therefor, as fully and effectually as if their charters had not expired ; and the officers last elected, or the survivors of them, shall be officers to represent said corporations for such purposes, and if no officers survive, the stockholders may elect officers under their by-laws : Provided, That this act shall be construed only so as to enable said corporations to realize and divicTe their assets, and wind up their affairs, and not to transact new business. 37. Inclined Plane Railways. 2 The companies incorporated under the provisions of the act to which this act is a supplement, 3 for the erection and maintenance of incline plane railways operated by stationary engines, and the carriage of passengers and freight thereon shall, from the date of the letters patent creating the same, be governed, managed and controlled as follows, and shall be entitled to the statute to which this is a supple- ment : Clause 1. General Powers. 4 — The directors of such corporation shall have full power and authority to appoint, agree and contract with such engineers, contractors, laborers and other persons, as they, may think necessary, to make and construct or operate such incline plane and other buildings, and collect the fares hereinafter authorized, and fix their compensation, to purchase real estate in quantities not exceeding ten acres at any one time, and to sell and improve the same in such manner as thev may determine, and to do and transact all other acts, matters and things, as by the by-laws of such corpora- tion may be intrusted to them. Clause 2. Other Corporations may hold Stock. 5 — It shall and may be lawful for any incorporated company of this com- monwealth or elsewhere, to subscribe and take shares of stock in any corporation incorporated for the purposes named in this act, or to l Act 21 May, 1881, P. L. 30; Act 8 June, 1874, P. L. 278. 2 Actl May, 1876; P. L. 84. 3 Act 29 April, 1874 ; P. L. 73. * Act 1 May, 1876 ; P. L. 84. 5 Id. Supra, p. 26. LAWS OF PENNSYLVANIA. 85 purchase the bonds or stock, or guarantee the payment of said bond and the interest thereon. Clause 3. May Purchase or Condemn Land. 1 — Before the directors of any such corporation shall proceed to erect any such inclined plane or other buildings, it shall be lawful for them to con- tract with the owner or owners of any land, for the purchase of so much thereof as may be necessary for the purpose of such inclined plane company ; but in case they cannot agree, then proceedings shall be had for the condemnation of said lands as provided in section forty-one of the act to which this is a supplement. 2 Clause 4. Rates of Toll. 3 — When said corporation shall have erected any inclined plane under the authority of this act, the property thereof shall be vested in the said corporation, and it shall have the power to erect gates, and to demand such rates as the directors there- of shall, from time to time/determine, not exceeding six cents for the carriage of each passenger, and for the carriages of freight, packages, et cetera, ten cents per hundred weight or fractional part thereof; the directors of said corporation to have power to determine the classes of freight to be carried, and they shall cause to be put up and kept in some conspicuous place in the station-houses of said inclined plane, an exhibit of the rates of fare fixed by them. Clause 5. Penalty for Demanding Illegal Fares. 4 — If the said corporation, or any person employed by it, shall demand or col- lect any greater fares than are prescribed in the exhibit of fares put up in the station-houses as aforesaid, he or it shall forfeit for every such offence the sum of ten dollars, to be recovered as debts of a similar amount are recovered, one half to be paid to the county and the other half to the person suing for the same. Clause 6. Accounts — Dividends. 5 — Said corporation shall keep a just account of all moneys received by its agents, and after deducting all expenses and such proportion of the income as may be sufficient for a fund to provide against the decay, repairing and re- building of said plane, that time and accident may render necessary, shall semi-annually declare and make a dividend of the balance among the stockholders, first giving notice, personally or by adver- tisement, of the time and place when and where the same shall be paid, and shall cause the same to be paid accordingly in ten days thereafter, or as soon as the same shall be demanded. 1 Act 1 May, 1876 ; P. L. 84. 2 Supra, p. 37-41. 3 Act 1 May, 1876 ; P. L. 84. 4 Id. 5 Id. 7 86 GENERAL CORPORATION Clause 7. Prohibited Acts — Penalties. 1 — If any person shall break, pull down or destroy any part or parts of* said inclined plane, or other property of the said corporation, or shall wilfully ob- struct the passage in or to the said inclined plane, or any part or parts thereof, each such person shall forfeit and pay to the said corporation the sum of ten dollars for each and every such oifence, to be recovered as other debts of a like amount are recoverable, and if any person shall be guilty of carrying any lighted cigar or pipe, or carrying fire into the station-houses and buildings of the corporations in any man- ner except in a lantern, or shall discharge any pistol, or gun, or any fireworks in or near the buildings of the said company, each one so offending shall forfeit and pay the said corporation the sum of five dollars for every such offence, to be recovered in like manner as afore- said ; but no suit shall be brought for any of the aforesaid offences unless commenced within thirty days after it shall be known who committed said offences, and he, she or they shall remain liable to action at the suit of the corporation for any of the wrongs enumerated in this clause, if the sums herein mentioned be not sufficient to repair or satisfy said damage. Clause 8. Obstruction of Causeways — Penalties. 2 — That the causeways or other approaches to the station-houses of any inclined plane chartered under the act to which this is a supplement, shall be deemed to be and taken as public highways and subject to the same penalties for obstruction thereof as may now or shall hereafter be en- forced for the obstruction of public streets in the municipality in which said approaches may be located. Clause 9. Commencement and Completion of Work. 3 — If any company incorporated under this law for the purpose of erecting an inclined plane, as aforesaid, shall not proceed to carry on said work within the space of two years from the date of its letters patent, or shall not within the space of five years thereafter complete the same, the rights and privileges granted to the said corporation shall revert to the commonwealth. 38. Secretary of Commonwealth to Publish List of Charters. 4 It shall be the duty of the secretary of the commonwealth to pre- pare and publish, with every edition of the pamphlet laws, a certified list of all charters of incorporation filed in his office, and incorporated 1 Act 29 April, 1874 §46 ; P. L. 107. 2 Id. 3 Id. 4 Act 29 April, 1874, \ 45; P. L. 107. LAWS OF PENNSYLVANIA. 87 under the provisions of this act, stating the style, title, purpose and loeation of every such corporation, and he shall prepare and publish a complete alphabetical index to the same. 39. Repeal of Prior Acts. 1 From and after the passage of this act, the acts of the gen- eral assembly, entitled "An Act to encourage manufacturing oper- ations in this commonwealth," approved April seventh, one thousand eight hundred and forty-nine; 2 "An Act to enable joint tenants, ten- ants in common, and adjoining owners of mineral lands in this com- monwealth, to manage and develop the same," approved April twenty- first, one thousand eight hundred and fifty-four: 3 "An Act relating to corporations for mechanical, manufacturing, mining and quarrying purposes," approved July eighteenth, one thousand eight hundred and sixty -three; 4 "An Act to provide for the incorporation of iron and steel manufacturing companies," approved March twenty-first, one thousand eight hundred and seventy-three, 5 and the several supple- ments to each of said acts, be and the same are hereby repealed, so far as they provide for the creation of corporations for any of the purposes provided for by this act, or are inconsistent with this act. 40. Dissolution. Voluntary Dissolution. 6 — It shall be lawful for any court of common pleas of the proper county to hear the petition of any corpo- ration under the seal thereof, by and with the consent of a majority of a meeting of the corporators, duly convened, praying for permission to surrender any power contained in its charter, or for the dissolution of such corporation; and if such court shall be satisfied that the prayer of such petition may be granted without prejudice to the public welfare, or the interests of the corporators, 7 the court may enter a decree in accordance with the prayer of the petition, whereupon such power shall cease or such corporation be dissolved : Provided, That the 'Act 29 April, 1874, \ 40; P. L. 107. 2 P. L. 563. 8 P. L. 437. 4 P. L. [1864] 1102. 5 P. L. 26. 6 Act 9 April, 1856; P. L. 293. The act extends to corporations incorporated by the legislature as well as to those incorporated by the courts; Com. v. Slifer, 3 P. F. Smith, 71 ; Re Credit Mobilier, 10 Phila. Rep. 2. 'And if the contrary appear, or the matter be doubtful, the application will be refused; Re Credit Mobilier, 10 Phila. Rep. 2; Riddell v. Fire Co., 8 Phila. Rep. 310. 88 GENERAL CORPORATION surrender of any such power shall not in anywise remove any limita- tion or restriction in such charter; and that the accounts of the mana- gers, directors, or trustees of any dissolved company shall be settled in such court, and be approved thereby ; and dividends of the effects shall be made among any corporators entitled thereto, as in the case of the accounts of assignees and trustees: Provided further, That no property devoted to religious, literary, or charitable uses shall be diverted from the objects for which they were given or granted: 1 Provided, That the decree of said court shall not go into effect until a certified copy thereof be filed and recorded in the office of the secretary of the commonwealth. 2 The "proper county" intended by said act, approved as aforesaid, 3 may be, at the option of any corporation praying for permission to dissolve in the way and manner in said act designated, either the county in which the principal operations of the corporations are con- ducted, or that county in which its principal office or place of business is located : 4 Provided, That notice of said application shall be given, by publication in two papers in the county in which the principal operations are conducted, and that in which the principal office is located. 5 No Dissolution until Payment of Taxes. 6 — No corporation or limited partnership made taxable by this act shall hereafter be dis- solved by the decree of any court of common pleas, until all taxes due the commonwealth have been fully paid into the state treasury, and the certificate of the auditor general, state treasurer, and attorney general to this effect filed in the proper court, with the proceedings for dissolution. 1 Upon the dissolution of a charitable organization, its assets belong to the public, and unless authorized by special legislation, a distribution amongst the corporators is a breach of trust ; Humane Fire Co.'s Appeal, 6 Weekly Notes Cas. 442. 2 'Act 4 April, 1872; P. L. 40. 3 The Act of 9 April, 1856, ubi supra. 4 One of these alternatives must be shown; Re Credit Mobilier, 10 Phila. Rep. 2. 5 Apart from the above provisions as to voluntary dissolution, it is well settled that an adverse dissolution will not be decreed by reason of the neglect or omission to elect officers, if the power to elect remains in the corporate members ; Eose v. Turnpike Co., 3 Watts, 46; Com. v. Cullen, 1 Harris, 133; nor by obtaining a charter from another sovereignty; Com. v. Railroad Co., 8 P. F. Smith, 26; although it is otherwise when the corporation constantly and wilfully violates its franchises ; Com. v. Bank, 4 Casey, 383 : and when acts amounting to dissolution of the corporation are sought to be taken advantage of, it is clear that the charter cannot be collaterally attacked (supra, p. 16, n. 1), and that a forfeiture for abuse or neglect of the franchises must be declared by process and judgment of law before the corporation can be treated as defunct ; Lehigh Bridge Co. v. Navigation Co., 4 Rawle, 24. Moreover, although the dissolution or expiration of a corporation may at law work a technical abatement of its debts, yet in Pennsylvania a corporation mortgagee may bring scire facias against the corporation although its charter has expired; Kisterbock v. Ass'n, 7 Phila. Rep. 185 — the syllabus does not state the point decided. 6 Act 7 June, 1879, g 15; P. L. 119. laws of pennsylvania. 89 Purchasers at Judicial Sale constituted Body Politic 1 — Whenever the material, rolling stock, property and franchises of any gas, water, coal, iron, steel, lumber, oil or mining, or manufacturing, transportation or telegraph company, or any railroad, canal, turnpike, bridge or plank road, or of any corporation created by or under any law of this State, shall be sold and conveyed, under and by virtue of any process or decree of any court of this State or of the circuit court of the United States, the person or persons for or on whose account such material, rolling stock, property and franchises of any gas, water, coal, iron, steel, lumber, oil or mining, or manufacturing, transportation or telegraph company, or any railroad, canal, turn- pike, bridge or plank road, or of any corporation, created by or under any law of this State, may be purchased, shall be and they are hereby constituted a body politic and corporate, and shall be vested with all the right, title, interest, property, possession, claim and demand, in law and equity, of, in and to such material, rolling stock, property or franchises of any gas, water, coal, iron, steel, lumber, oil or mining, or manufacturing, transportation or telegraph company, or any rail- road, canal, turnpike, bridge or plank road, or of any corporation, created by or under any law of this State, with the appurtenances, and with all the rights, powers, immunities, privileges and franchises of the corporation, as whose the same may have been so sold, and which may have been granted to or conferred thereupon, by any act or acts of assembly whatsoever, in force at the time of such sale and conveyance, and subject to all the restrictions imposed upon such cor- poration by any such act or acts except so far as the same are modi- fied hereby. Duties and Powers of Purchasers and New Corporation. 2 — And the person [_ persons] for or on whose account any such material, rolling stock, property and franchise of any gas, water, coal, iron, steel, lumber, oil or mining, or manufacturing, transportation or telegraph company, or any railroad, canal, turnpike, bridge or plank, or of any corporation, created by or under any law of this State, may have been purchased, shall meet, within thirty days after the conveyance thereof shall be delivered, public notice of the time and place of such meeting having been given, at least once a week for two weeks, in at least one newspaper published in the city or county in which such sale may have been held, and organize said new cor] (oration, by electing a president and board of six directors, (to continue in office until the first Monday of May succeeding such meeting, when and annually thereafter on the said day a like election for a president and six di- rectors shall be held to serve for one year,) and shall adopt a corporate name and common seal, determine the amount of the capital stock 1 Act 25 Mav, 1 878, § 1 ; P. L. 145, amending and extending Act of 8 April, 1861 ; P. L. 259. 2 Id. 90 GENERAL CORPORATION thereof, not exceeding the amount authorized in the original charter, and shall have power and authority to make and issue certificates therefor, to the purchaser or purchasers aforesaid, to the amount of their respective interests therein, in shares of fifty dollars each, and may then or at any time thereafter create and issue preferred stock, to such an amount and on such terms as they may deem necessary, and from time to time to issue bonds, at a rate of interest not exceed- ing six per centum, to any amount not exceeding their capital stock, and to secure the same by one or more mortgages upon the real and personal property and corporate rights and franchises, or either, or any part or parts thereof. 1 Return to State Department. 2 — It shall be the duty of such corporation, within one calendar month after its organization, to make a certificate thereof, under its common seal, attested bv the signature of its president, specifying the date of such organization, the name so adopted, the amount of capital stock, and the names of its president and directors, and transmit the said certificate to the secre- tary of state, at Harrisburg, to be filed in his office and there remain of record ; and a certified copy of such certificate, so filed, shall be evidence of the corporate existence of said new corporation. Acceptance of Constitution. 3 — The provisions of this act shall not enure to the benefit of any corporation unless such corporation shall, before claiming or using the benefits of this act, file in the office of the secretary of the commonwealth, an acceptance of the provisions of article sixteen of the constitution of this commonwealth, which ac- ceptance shall be made by resolution adopted at a regular or called meeting of the directors, trustees or other proper officers of such cor- poration, certified under the seal of the corporation; and a copy of which resolution, certified under the seal of the office of the secretary of the commonwealth, shall be evidence for all purposes. 41. Taxation. The following is a reference to the acts under which corporations are now subject to taxation : 4 1 The act presupposes the existence of a corporate franchise which becomes vested in the new corporation, and irregularities in the organization of this new corporation are not necessarily fatal to its being: the case differs from an original grant of corporate rights where the grantee must take the franchise upon the terms offered, and hence the directions in regard to subsequent organization are not conditions of existence ; Comm'th v. Railway Co., 2 P. F. Smith, 506 ; Wells- borough Co. ». Griffin, 7 Id. 417. 2 Act 25 May, 1878, \ 2 ; P. L. 146. 3 Id. \ 3. * Vide Auditor General's Eeport of December 1, 1880, p. 214. LAWS OF PENNSYLVANIA. 91 Bonus— Tax on Charters.— Act of April 29, 1874, §44, P. L. 107, [Supra, p. 42] ; act of May 1, 1868, §15, P. L. 113. Capital Stock Tax.— Act of June 7, 1879, § 4, P. L. 114. [ Vide act 20th March, 1877, P. L. 7 ; act 24th April, 1874, P. L. 70 ; act of May 1, 1868, P. L. 109; act of 12th April, 1859, P. L. 529; act of 29th April, 1844, P. L. 498 ; act 3rd March, 1843, P. L. 121 ; act of 11th June, 1840, P. L. 612 ; and act 25th March, 1831, P. L. 206.] Tax on Coal Companies.— Act of June 7, 1879, §9, P. L. 117. [Vide act 24th April, 1874, P. L. 71; act of May 1, 1868, P. L. 111.] Tax on Gross Receipts of Corporations. — Act of June 7, 1879, § 7, P. L. 116. [Vide act of March 20, 1877, P. L. 8 ; act of Mav 1, 1868, P. L. 111.] Tax on Gross Premiums of Insurance Companies. — Act of June 7, 1879, § 8, P. L. 117 ; Act of 10 June, 1881, § 7, P. L. 99. [Vide act of 20th March, 1877, P. L. 10.] Tax on Net Earnings or Income. — Act of June 7, 1879, § 10, P. L. 118. [ Vide act of May 1, 1868, P. L. 110 ; and act 30th April, 1864, P. L. 218.] Tax on Foreign Corporations for Office License. — Act of June 7, 1879, § 16, P. L. 120. Tax on Corporation Loans. — Act of June 10, 1881, § 1, P. L. 99. Corporations are required by law to make the following reports to the Auditor General's office : 1. Registry. — Act of June 7, 1879, § 1, requires registry before going into business. (Penalty for failure to register, $500.) 2. Report of Capital Stock and Dividends. — Act of June 7, 1879, § 2, requires reports of capital stock and dividends to be made annually, in the months of November or December. (Penalty for failure to so report, ten per cent, of amount of taxes due from company, in addition to tax.) 3. Report of Gross Receipts of Corporations. — Act of June 7, 1879, § 7, requires reports of gross receipts of corporations to be made semi-annually, in January and July of each year. (Penaltv for failure to so report, within thirty days after January or July, ten per cent, of amount of tax, in addition to tax.) 4. Report of Gross Premiums of Insurance Companies. — Act of June 7, 1879, § 8, requires reports of gross premiums of insurance companies to' be made semi-annually, in January and July of 92 GENERAL CORPORATION LAWS, ETC. each year. (Penalty for failure to so report, ten per cent, of amount of tax, in addition to tax.) 5. Report of Coal Companies. — Act of June 7, 1879, § 9, requires reports of coal mined, purchased, &c, to be made semi-an- nually, in January and July of each year. (Penalty for failure to so report, ten per cent, of amount of tax, in addition to tax.) 6. Report of Net Earnings or Income. — Act of June 7, 1879, § 10, requires reports of net earnings or income to be made annually, in November or December. (Penalty for failure to so re- port, ten per cent, of amount of tax, in addition to tax.) 7. Foreign Corporations for Office License. — Act of June 7, 1879, § 16, requires foreign corporations, before opening an office in this State, to obtain from the Auditor General an office license, and default in this subjects such corporation to a penalty of fifty per cent, of the amount of license fee. 8. The Auditor General requires all corporations to report loans and bonded indebtedness for taxation annually, in the month of January, and under act 10 June, 1879, § 2, P. L. 99, to re- port annually in the month of November, the amount of such indebtedness owned by residents of this commonwealth. APPENDIX. FORMS. List of Forms. Corporations of the First Class. Charter. Advertisement. Proof of Publication and Residence. Decree. Eecord. Charter for Church. Amendments to Charter. Interlocutory Decree. Advertisement. Final Decree. Corporations of the Second Class. Charter. Advertisement. Proof of Publication. Approval by the Governor. Enrolment and Eecord. Letters Patent. Charter for Eoad Company. Charter for Ferry, Wharf or Bridge Company. Charter for General Telegraph Company. Charter for Private Telegraph Company. Charter for Building and Loan Associations and Mutual Saving Funds. Acceptance of Act of 1879 by Building and Loan Associations and Mutual Saving Funds. Eesolutious of Stockholders. Certificate of Acceptance. Letters Patent. Charter for Foreign Corporation becoming Domestic. Certificate of Company. General Forms. Ee-Charter. Certificate of Company. Eegistration of Corporations. 94 APPENDIX. CORPORATIONS OF THE FIRST CLASS. I. Certificate of Incorporation. 1 Be it known that the subscribers, 2 having associated themselves to- gether for the purpose of and being desirous of becoming incorporated agreeably to the pro- visions of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved the twenty-ninth day of April, Anno Domini one thousand eight hundred and seventy- four, and its supplements, do hereby declare, set forth and certify that the following are the purposes, objects, articles and conditions of their said association, for and upon which they desire to be incor- porated : — I. The name of the Corporation shall be II. The purpose for which the Corporation is formed is III. The place where the business of the said Corporation is to be transacted is IV. The Corporation is to exist [either "perpetually" or "for the term of years." V. 3 The names and residences of the subscribers, and the number of shares subscribed by each are as follows: NAME. 1:1-1 I ■ I V I. NO. OF SHARES. VI. The Corporation is to be managed by a Board of Directors \or Trustees^] consisting of members and the names and residences of those chosen Directors [or Trustees^ for the first year are NAME. f RESIDENCE. 1 Supra, pp. 11-14. 2 Five or more must subscribe, three of whom at least must be citizens of Penn- sylvania. 3 If the proposed corporation is nut a ^tock company, this article will be "V. The names and residences of the subscribers are as follows: — NAME. RESIDKXCE. The corporation has no capital stock." APPENDIX. 95 VII. x The amount of the capital stock of the said Corporation is dollars, divided into shares of the par value of dollars. Witness our hands and seals this day of Anno Domini one thousand eight hundred and [l. s.] [l. s.] [l. s.] [l. 8.] [l. s.] Commonwealth of Pennsylvania, 1 County of / Before me, the subscriber, Recorder of Deeds of the County of personally appeared three of the subscribers to the above and foregoing certificate of incorporation of and in due form of law acknowledged the same to be their act and deed. Witness my hand and official seal this day of Anno Domini Advertisement. 2 In the Court of Common Pleas, No. for the County of Of Term No. Notice is hereby given that an application will be made to the said Court on 188 , at 10 a. m., under the act of Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corpor- ations," approved April 29, 1874, and the supplements thereto, for the Charter of an intended Corporation to be called the character and object whereof is and for these purposes to have, possess and enjoy all the rights, benefits and privileges of the said Act of Assembly and its supple- ments. Solicitor. 1 If not a stock company, this article will be omitted. 2 Supra, p. 13. 96 APPENDIX. Proof of Publication and Residence. 1 In the Court of Common Pleas Xo. of County Of Term No. [Insert printed copy of Advertisement.'] beino- duly says that the above advertisement has been published for three weeks in and two newspapers of general circulation printed in the County of and has also been published for three weeks in [legal publications required by local statutes and rules of court.'] and further that three of the subscribers to the said Charter here- with presented, viz: are citizens of the Commonwealth of Pennsylvania. and subscribed before me this day of A. D. Decree. 2 [To be endorsed on Charter.] In the Court of Common Pleas Xo. of Of Term 18 Xo. And now this day of A. D. 188 , the within Charter and Certificate of Incorporation having been presented to me, a Law Judge of said County, accompanied by due proof of publication of the notice of this application as required by the Act of Assembly and rule of this Court in such case made and provided,'' I certify that I have examined and perused the said writing, and have found the same to be in proper form, and within the purposes named in the first class specified in Section Second of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corpor- ations," approved April 29th, 1874, and the supplements thereto, and the same appearing to be lawful and not injurious to the community, I do hereby on motion of Esquire, on behalf of the petitioners, order and direct that the said Charter of aforesaid be and the same is hereby approved, and that upon the recording of the same and of this order, the subscribers thereto and their associates shall be a Corporation by the name of for the pur- poses and upon the terms therein stated. [l. s.] 1 Supra, p. 13-14. 2 Supra, p. 14. s If this application is made in a county wherein no rule of court exists, these words will of course be omitted. APPENDIX 97 Recorded in the office for Recording of Deeds, in and for the County of in Book p a ge Witness my hand and seal of office this day of Anno Domini 188 ' . [l. s.] Recorder of Deeds. II. Charter for Churches. 1 Be it known that the subscribers, with their associates having formed a Congregation in the city of for the purpose of worshipping Almighty God according to the faith, doctrines, disci- pline and usages of the church, and being desirous of becoming incorporated agreeably to the provisions of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved the 29th day of April, Anno Domini one thousand eight hundred and seventy-four, do hereby declare, set forth and certify that the following are the purposes, objects, articles and conditions of their said association, for and upon which they de- sire to be incorporated. I. The name of the Corporation shall be II. The said Corporation is formed for the purpose of the worship of Almighty God, according to the faith, doctrines, discipline and usages of the Church of III. The location of the said Corporation, and place wherein its business is to be transacted, is the of IV. The Corporation is to have perpetual existence. V. The names and residences of the subscribers are as follows : NAME. RESIDENCE. The Corporation has no capital stock. The membership thereof shall be composed of the subscribers and their associates, and of such other persons as may from time to time be admitted by vote, in such 1 Supra, p. 8, 12, n. 2. 98 APPENDIX. manner, and upon such requirements as may be prescribed by the By-Laws. The said Corporation shall, nevertheless, have power to exclude, expel or suspend members for such just and legal causes, and in such legal manner, as may be ordained and directed by the By- Laws. VI. The oversight and management of the said Corporation shall be vested in a Board of Trustees, a majority of whom shall be laymen, and such officers of the Corporation, as may under the By-Laws be Trustees ex-officio. The said Trustees shall be elected annually by the adult members of the Corporation, from among the adult male members of the same, on at the house of worship of said Corporation. The said Trustees shall hold their office until in the succeeding year, and until their successors are legally elected: subject, nevertheless, to the power of amotion of any Trustee or Trustees from the said office by the said Corpor- ation, for legal cause and upon such proper and legal notice and hearing as may be provided by the By-Laws. 1 The names and resi- dences of those chosen Trustees for the first year and who shall hold office until the next annual election of Trustees, are : NAME. RESIDENCE. The Corporation shall have power to hold, purchase and transfer such real and personal property as its purposes may require, not ex- ceeding the amount limited by law, and all the property thereof shall be taken and held to enure subject to the control and dispo- sition of the lay members of this Corporation. VII. The By-Laws of this Corporation shall be deemed and taken to be its law, subordinate to the statute aforesaid, this Charter, the Constitution and the Laws of the Commonwealth of Pennsyl- vania, and the Constitution of the United States. They shall be altered and amended as provided for by one of the By-Laws them- selves, and shall prescribe the powers and functions of the Trustees herein mentioned, and those to be thereafter elected ; the times and place of meeting of the Trustees and of this Corporation, both for business and religious purposes ; the number of members who shall constitute a quorum at the meetings of the Corporation and of the Trustees ; the qualifications and manner of electing members ; the manner of selecting officers, and the powers and duties of such 1 This article is sometimes thus expressed : — " The affairs of the corporation shall he managed and conducted by a vestry com- posed of twelve male lay members of this corporation, one of whom shall be the accounting warden and another the Rector's warden. The said vestrymen shall be chosen annually by the lay members of the corporation at the time and in the man- ner to be provided by the by-laws, and shall have and exercise the powers of this corporation in the case of a vacancy in the Rectorship as fully and effectually as the corporation might do if personally acting therein." APPENDIX. 99 officials, and all other the concerns and internal management of the said Corporation. Witness our hands and seals this day of Anno Domini one thousand eight hundred and [l. S.] [l. s.] [L. 8.] [L. 8.] [L. 8.] [Acknowledgment, advertisement, proof of publication and residence, decree and recording, as set forth, supra, p. 95-97.] III. Amendments to Charter. 1 To the Honorable the Judges of the Court of Common Pleas, No. of County The Petition of Respectfully Represents: That they are an association duly incorporated under the laws of the Commonwealth of Pennsylvania, by on the day of A. D. for the purpose of and are embraced within Corporations of the first class, specified in section second of an Act of the General Assem- bly of this Commonwealth, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved on the 29th day of April, A. D. 1874. That in pursuance of the pro- visions of the said Act of the General Assembly, they are desirous of improving, amending and altering the articles and conditions of their said Charter, and at a meeting of the said Corporation duly con- vened, the following improvements, amendments and alterations of the said Charter were duly adopted : — [Specify alterations.] Interlocutory Decree. 2 In the Court of Common Pleas No. of County In the matter of the amendment of the Charter of The And now this day of 188 , the 1 Supra, p. 41. - Id. 100 APPENDIX. foregoing amendment and alterations of the Charter^of having been duly presented to this Court in order that the same might be deemed and taken to be part of the Charter of the said Corporation, and it appearing that such amendments and alterations are lawful and beneficial, and do not conflict with the requirements of the Act of the General Assembly of this Commonwealth, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved the 29th day of April, 1874, nor with the Constitution of this State, it is hereby ordered and decreed that notice thereof shall be given by publication in accordance with the statute in such case made and provided. Per Curiam. Advertisement. 1 In the Court of Common Pleas No of Philadelphia County, Of Term 188 , No. Notice is hereby given that an application will be made to the said Court on at 10 a. m., under the Act of Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," ap- proved April 29, 1874, and the supplements thereto, for the ap- proval of certain amendments to the Charter of asset forth in the petition for the allowance of said amendments, filed in said Court, Solicitor. Final Decree. 2 And now this day of A. D. 188 the within amendments, alterations and improvements, having been presented to this Court accompanied by due proof of publication of notice thereof, and no cause having been shown to the contrary, it is on motion of Esquire, ordered and decreed that upon the recording of the same, the said amendments, alterations and improvements shall be deemed and taken to be part of the Charter of the said Corporation. Per Curiam. 1 Supra, p. 13, 41. 2 Supra, p. 41,42. APPENDIX. 101 CORPORATIONS OF THE SECOND CLASS. IV. General Charter. 1 To His Excellency Governor of Pennsylvania. Sir : In compliance with the requirements of an act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corpora- tions," approved the 29th day of April, A. D. 1874, the undersigned, 2 of whom are citizens of Penn- sylvania, 3 having associated themselves together for the purpose of and desiring that they may be incorporated, and that Letters Patent may issue to them and their successors according to law, do hereby certify : I. The name of the proposed Corporation is II. Said Corporation is formed for the purpose of III. The business of said Corporation is to be transacted in IV. Said Corporation is to exist [either "perpetually" or "for the term of years."] V. The names and residences of the subscribers and the number of shares subscribed by each, are as follows : 4 NAME. RESIDENCE. NO. OF SHAKES. VI. The number of Directors of said Corporation is fixed at , and the names and residences of the Directors who are chosen directors for the first year are as follows : NAME. RESIDENCE. VII. The amount of Capital Stock of said Corporation is $ , 1 Supra, p. 11-16. See infra, p. 105 et seq. for charter for Boad Companies, Ferry, Wharf and Bridge Companies, Telegraph Companies, and Building and Loan Associations. 2 Five or more must subscribe. 3 At least three of the subscribers must be citizens of Pennsylvania. 4 If any stock has been issued as full paid stock for property necessary for the pur- poses of the company, the fact must be specifically so stated in this article and (ex- cept where foreign corporations apply for a domestic charter — supra, p. 16) — 1. The property for which the stock is issued must be necessary for the purposes of the Company ; supra, p. 30, 31 ; 2. The whole stock cannot be issued for such property, but ten per cent, thereof must be paid in cash, excepting in building and loan associations ; supra, p. 14, 31, n. 1. 8 102 APPENDIX. divided into shares of the par value of $ , and $ , being ten per centum of the capital stock, has been paid in cash to the Treasurer of said Corporation, whose name and residence are : [L. 8.] [L. 8.] [l. s.] [l. s.] [l. 8.] State of Pennsylvania, ) County of J Before me, the Recorder of Deeds in and for the county aforesaid, personally came the above named [three or more of the subscribers^] who in due form of law acknowledged the foregoing instrument to be their act and deed for the purposes therein specified. Witness my hand and seal of office, the dav of A. D. 188 Recorder State of Pennsylvania, 1 County of J Personally appeared before me, this day of A. D. 188 , [the foregoing three or more subscribers,] who being duly sworn according to law, depose and say that the statements con- tained in the foregoing instrument are true. Sworn and subscribed before me, this day of A. D. 188 Recorder. Advertisement. 1 Notice is hereby given that an application will be made to the Governor of the State of Pennsylvania, 2 under the Act of Assembly 1 Supra, p. 13. 2 It is not usual to mention the date upon which the proposed application will be made, although the reasons which have induced the courts to require sucli notice in applications for charters for corporations of the first class, (supra, p. 13, n. 5,) would seem to apply with equal force to this species of application. It is, how- ever, customary for "the State Department to require fresh advertising, unless the application be made within a reasonable time after publication. APPENDIX. 103 of the Commonwealth of Pennsylvania, entitled " An Act to provide for the Incorporation and Regulation of certain Corporations," ap- proved April 29, 1874, and the supplements thereto, for the Charter of an intended Corporation, to be called the character and object whereof is and for these purposes, to have, possess and enjoy all the rights, benefits and privileges of the said Act of Assembly and its supple- ments. Solicitor. Proof of Publication. [Attach copy of notice here.'] [Attach copy of notice here.] State of Pennsylvania, ' ^ss. County of being duly sworn, doth depose and say: That he is one of the corporators of the That a notice of which the above are copies, was published in and in both newspapers of general circulation, printed and published in the county of in the State of Pennsylvania. That said notice was published to wit : In the on the davs of 188 In the on the days of 188 . 2 Sworn and subscribed to before me, this day of 188 . [Endorsed on Charter.] Executive Chamber. — Harrisburg, 188 Hon. Secretary of the Commonwealth. Having examined the within application and found it to be in proper form, and within the purposes of the class of Corporations specified in section two of the act, entitled "An Act to provide for 1 Also insert in the legal publication if any, required by local statutes. 104 APPENDIX. the Incorporation and Regulation of certain Corporations," approved April 29, A. D. 1874, I hereby approve the same, and direct that Letters Patent issue according to law. Governor. [Endorsed on Charter.'] Secretary's Office. Pennsylvania, ss. Enrolled on Charter Book jNo. Page Witness my hand and seal of office at Harrisburg, this day of A. D. 188 Secretary of the Commonwealth. Recorded in the office for Recording of Deeds, &c, in and for the county of in Book page &c. Witness my hand and seal of office, this day of Anno Domini 188 [l. s.] Recorder of Deeds. Letters Patent. Pennsylvania, ss. In the name and by the authority of the Commonwealth of Penn- sylvania, Governor of the said Commonwealth, To all to whom these presents shall come, Sends Greeting : Whereas, In and bv an act of the General Assemblv of the Com- monwcalth of Pennsylvania, entitled " An Act to provide for the In- corporation and Regulation of certain Corporations," approved the twenty-ninth day of April, Anno Domini one thousand eight hundred and seventy four, and the supplements thereto, the Governor of this •Commonwealth, is authorized and required to issue Letters Patent to APPEXDIX. 105 all Corporations formed under the provisions of said acts, embraced within the second class named therein. And Whereas, The stipulations, conditions and things directed to be performed in said recited act of the General Assembly and Sup- plements, have been fully complied with by formed under the provisions of said recited acts. The business of said Cor- poration is to be transacted count of State of Pennsylvania. Noio know ye, That in pursuance of the power and authority to me given by law, I, , Governor of the said Commonwealth, do by these presents, which I have caused to be made Patent and sealed with the Great Seal of the State, create and erect the subscribers to the stock of said Corporation, for the number of shares by them subscribed, to wit : And also those who may thereafter become subscribers or holders of the stock of the said Corporation, into one body politic and corporate in deed and in law, by the name, style and title of and by the said name the said subscribers shall have succes- sion and all the privileges and franchises incident to a Corporation. And the said subscribers, and those who shall after- wards subscribe to the stock of the said Corporation, their successors and assigns, are generally to be invested with all the rights, powers and privileges, with full force and effect, and subject to all the duties, requisites and restrictions specified and enjoined in and by the said acts of the General Assembly, and all other laws of this Common- wealth. Given under my hand and the Great Seal of the State, at Har- risburg, this day of in the year of our Lord one thousand eight hundred and and of the Commonwealth the one hundred and By the Governor : Secretary of the Commonwealth. V. Charter for Road Company. 1 To His Excellency Governor of Pennsylvania. Sir: In compliance with the requirements of an act of the General Assembly of the Commonwealth of Pennsylvania, entitled " An Act to provide for the Incorporation and Regulation of certain Corpora- 1 Supra, p. 46. 106 APPENDIX. tions," approved the 29th day of April, A. D. 1874, the undersigned of whom are citizens of Pennsylvania, having associated themselves together for the purpose of and desiring that they may be incorporated, and that Letters Patent may issue to them and their successors according to law, do hereby certify : I. The name of the proposed Corporation is II. Said Corporation is formed for the purpose of III. The kind of road intended to be constructed is IV. The places from and to which the road is intended to be run are as follows : V. The counties through which the road is to pass are and the estimated length of the road is [The rest of the charter is similar to the General Charter from the third article. Supra, p. 101.] VI. Charter for Ferry, Wharf or Bridge Company. 1 [The form is the same as the General Charter, supra, p. 101, save that after the third article must be inserted] IV. The stream over [or on] which the is proposed to be erected [or located] is V. The place and county wherein the is to be located is VI. The distance of the from the nearest [wharf, ferry or bridge] company, incorporated under the laws of this Com- monwealth, over [or on] the said stream is 2 VII. Charter for General Telegraph Companies. 3 [The form is the same as the General Charter, supra, p. 101, savi that bctiveen the second and third articles must be inserted] — III. The general route of the line of telegraph is as follows : — IV. The points to be connected are 1 Supra, p. 55. -This article is subject to the limitations, stated supra, p. 55. 3 Supra, p. 59. APPENDIX. 107 VIII. Charter for Telegraph Companies for Private use, and Police, Fire Alarm and Messenger Business. 1 [The form is the same as the General Charter, supra, p. 101, save that after the second article must be inserted^ — III. The Counties in this State wherein it is proposed to carry on business are IV. The Corporation also proposes to carry on business in the States of or IV. The business of the Corporation will be carried on wholly within the State of Pennsylvania. IX. Charter for Building and Loan Associations and Mutual Saving Funds. 2 To His Excellency Governor of Pennsylvania. Sir: In compliance with the requirements of an act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corpor- ations," approved the 29th day of April, A. D. 1874, the undersigned, of whom are citizens of Pennsylvania, having associated themselves together for the purpose of and desiring that they may be incorporated, and that Letters Patent may issue to them and their successors according to law, do hereby certify: I. The name of the proposed Corporation is II. Said Corporation is formed for the purpose of III. The business of said Corporation is to be transacted in IV. Said Corporation is to exist for the term of years. V. The names and residences of the subscribers and the number of shares subscribed by each, are as follows : NAME. | RESIDENCE. | NO. OF SHARES. 1 Supra, p. 60. This does not apply to the city of Philadelphia. 2 Supra, p. 66. 108 APPENDIX. VI. The number of Directors of said Corporation is fixed at and the names and residences of the Directors who are chosen Directors for the first year are as follows : NAME. RESIDENCE. VII. The amount of the Capital Stock of said Corporation is $ divided into shares of the par value of $ VIII. That in accordance with the provisions of an act, entitled "An Act relating to Mutual Saving Fund, Building and Loan Associations, regulating the mode of charging premiums, bonus or interest in advance, of withdrawals, of repayment and collection of loans, also restricting the power to levy excessive fines, and defining the rights and liabilities of married women, stockholders, and pre- scribing the non-application to these associations of the bonus tax and registry laws for Corporations," approved April 10th, 1879, [the premium or bonus bid for the prior right to a loan shall " be de- ducted therefrom in advance" or " paid in periodical instalments" or "interest in advance shall be deducted from the loan in lieu of premiums or bonus."'] 1 [l. s.] [L. 8.] [L. S.] [l. s.] [l. s.] State of Pennsylvania, 1 gg County of / Before me, the Recorder of Deeds in and for the county afore- said, personally came the above-named [three or more of the subscribers] who in due form of law acknowledged the foregoing instrument to be their act and deed for the purposes therein specified. AVitness my hand and seal of office, the day of A. D. 188 Recorder. State of Pennsylvania, 1 gg County of / Personally appeared before me, this day of A. D. 188 , [the foregoing three or more 1 Supra, p. 67. APPENDIX. 109 subscribers'] who being duly sworn according to law, depose and say that the statements contained in the foregoing instrument are true. Sworn and subscribed before me, this day of A. D. 188 . Recorder. [Advertisement and -proof of publication as supra, p. 102, 103.] [Endorsed.'] Executive Chamber, — Harrisburg, 188 Hon. Secretary of the Commonwealth. Having examined the within application and found it to be in proper form, and within the purposes of the class of Corporations specified in Section Two of the act, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved April 29, A. D. 1874, and an act, entitled "An Act relating to Mutual Saving Fund, Building and Loan Associations " &c, ap- proved April 10, 1879, I hereby approve the same, and direct that Letters Patent issue according to law. Gover nor. [Endorsed.] Secretary's Office. Pennsylvania, ss. Enrolled in Charter Book No. page Witness my hand and seal of office at Harrisburg, this day of A. D. 188 Secretary of the Commonwealth, [Record in proper County.] 110 APPENDIX. X. Acceptance of Act of 10 April, 1879, by Mutual Sav- ing Fund and Building and Loan Associations. 1 RESOLUTIONS OF STOCKHOLDERS. Resolved, That this association hereby accepts the provisions of an act, entitled "An Act relating to Mutual Saving Fund, Building and Loan Associations, regulating the mode of charging premiums, bonus, or interest in advance, of withdrawals, of repayment and collection of loans ; also restricting the power to levy excessive fines, and defining the rights and liabilities of married women, stockholders, and pre- scribing the non-application to these associations of the bonus tax and registry laws for Corporations," approved April 10th, 1879. Resolved, That this association further certifies, as required by the ninth section of said act, that their mode or plan of charging pre- miums, bonus, or advance interest, as set forth in the first section of said act is [as stated supra, p. 67, 108.] Resolved, That the president be and he is hereby instructed to file in the office of the Secretary of the Commonwealth a certificate in writing, under the seal of said Corporation, of the acceptance by this association of the aforesaid act of the General Assembly, praying that the same may be submitted to the Governor for his approval, and for the issuance of letters patent to said association. Certificate of Acceptance. To His Excellency Governor of Pennsylvania. I President of the association, incorpo- rated on the day of A. D. 18 , under the provisions of an act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act approved the day of A. D. 18 , and having its location and place of business in and State of Penn- sylvania, do hereby certify under the seal of the said Corporation, That at a meeting of the stockholders of said association, held pur- suant to due and legal notice, at the office of the said association, in on the day of A. D. 18 , at which meeting a majority of the stockholders of said association were present, the following resolutions were adopted : 1 Supra, p. 74. APPENDIX. Ill Resolved, That this association hereby accepts the provisions of" an act entitled " An Act relating to Mutual Saving Fund, Building and Loan Associations, regulating the mode of charging premiums, bonus, or interest in advance, of withdrawals, of repayment and collection of loans ; also restricting the power to levy excessive tines, and defin- ing the rights and liabilities of married women, stockholders, and prescribing the non-application to these associations of the bonus tax and registry laws for corporations," approved April 10th, 1879. Resolved, That this association further certifies, as required by the ninth section of said act, that their mode or plan of charging pre- miums, bonus, or advance interest, as set forth in the first section of said act is [as stated supra, p. 67, 108.] Resolved, That the President be and he is hereby instructed to file in the office of the Secretary of the Commonwealth a certificate in writ- ing, under the seal of said Corporation, of the acceptance by this asso- ciation of the aforesaid act of the General Assembly, praying that the same may be submitted to the Governor for his approval, and for the issuance of letters patent to said association. In testimony whereof, I have hereunto set my hand and caused the Seal of said association to be affixed this day of A. D. 18 . [l. s.] President. Attest : Secretary. [Endorsed.'] Executive Chamber, — Harrisburg, A. D. 18 . I hereby approve of the within acceptance, and direct that Letters Patent issue according to Jaw. Governor. Filed in the office of the Secretary of the Commonwealth, at Har- risburg, on the davof A. D. 18 , Secretary of the Commonwealth. 112 APPENDIX. Letters Patent. Pennsylvania, ss: In the name and by the authority of the Commonwealth of Penn- sylvania, Governor of the said Commonwealth. To all to whom these presents shall come, Sends Greeting : WHiereas, In and by an act of the General Assembly of the Com- monwealth of Pennsylvania, entitled " An Act relating to Mutual Sav- ing Fund, Building and Loan Associations, regulating the mode of charging premiums, bonus or interest in advance, of withdrawals, of repayment and collection of loans; also restricting the power to levy excessive fines, and defining the rights and liabilities of married wo- men, stockholders, and prescribing the non-application to these asso- ciations of the bonus tax and registry laws for Corporations," ap- proved the tenth day of April, Anno Domini one thousand eight hundred and seventy-nine, it is provided that mutual savings fund or building and loan associations heretofore incorporated under the provisions of any law, shall be entitled to all the privileges, immuni- ties, franchises, and powers conferred by this ad, upon filing with the Secretary of the Commonwealth a certificate of their acceptance of the same, in writing, under the duly authenticated seal of said associa- tion, which certificate shall also prescribe their mode or plan of charg- ing premiums, bonus, or advance interest, as set forth in the first sec- tion of this act, and upon such acceptance and approval thereof by the Governor, he shall issue Letters Patent to said Corporation, recit- ing the same. And Whereas, On the day of Anno Domini one thousand eight hundred and a Corporation created under the provisions of an act, entitled approved day of duly filed in the office of the Secre- tary of the Commonwealth, a certificate of their acceptance of the firs! above recited act, in writing, under the duly authenticated seal of said Corporation, which certificate also prescribes their mode or plan of charging premiums, bonus, or advance interest, as set forth in the first section of said act to be, viz : which certificate of acceptance was on the day of Anno Domini one thousand eight hundred and duly approved by me. l [And Whereas, The said association has also filed in 1 This paragraph is omitted if incorporated under Act of 29 April, 1874. APPENDIX. 113 the office of the Secretary of the Commonwealth the acceptance by the said Corporation, under the seal thereof, of the provisions of the Con- stitution of this Commonwealth,] ^ Now know ye, That in pursuance of the power and authority to me given by law, I, , Governor of the said Commonwealth, do by these presents, which I have caused to be made Patent, and sealed with the Great Seal of the State, declare the said Corporation to be a body politic and corporate, in deed and in law, by the name, style, and title of and entitled to all of the privileges, immunities, franchises, and powers, and subject to all the duties, requisites, and restrictions specified and enjoined in and by the said first above recited act of the General Assembly, 1 and all other laws of this Commonwealth relating thereto. Given under my hand and the Great Seal of the State, at Harrisburg, this day of in the year of our Lord one thousand eight hundred and and of the Commonwealth the one hundred and By the Governor Secretary of the Commonwealth. XL Certificate for Foreign Corporation becoming Do- mestic. 2 To His Excellency, Governor of Pennsylvania. Sir: In compliance with the requirements of an act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to authorize foreign Corporations to become Corporations of Pennsyl- vania, and to prescribe the mode of their so doing," approved the 9th day of June, 1881 : The undersigned, The a Cor- poration created under the laws of the Commonwealth of doing business in the State of Pennsylvania, having [three or more'] stockholders who are citizens of Pennsylvania, and being embraced within Corporations of the second class, as defined in section two of an act of the General Assembly of the Commonwealth of Pennsyl- vania, entitled " An Act to provide for the incorporation and regula- tion of certain Corporations," approved the 29th day of April, A. D. 1874, and desiring to become a Corporation of the State of Pennsyl- 1 If incorporated under Act of 29 April, 1874, insert " And bv the aforesaid act ap- proved 29 April, 1874." 2 Supra, p. 16-18. 114 APPENDIX. vania, and that letters patent therefor may issue to it and its suc- cessors according to law, hereby certifies I. The name of the Corporation is II. Said Corporation is formed for the purpose of III. The business of said Corporation is to be transacted in IV. The term for which the said Corporation is to exist is V. The names and residences of the stockholders and the number of shares held by each, are as follows : NAME. | RESIDENCE. | NO. OF SHARES. VI. The number of Directors of the said Corporation is and the names and residences of the Directors elected for the current year are as follows : NAME. RESIDENCE. VII. The amount of the capital stock of said Corporation is $ , divided into shares of the par value of $ .* The name and address of the Treasurer are VIII. The legislation under which the Corporation was originally created was IX. The present financial condition of the said Corporation is a. Capital stock paid in b. Funded debt c. Floating debt d. Estimated value of property e. Cash assets. [l. s.] Attest, Secretary. President. I President of do hereby certify that at a meeting of the stockholders of the said company held pursuant to due and legal notice at the office of the company in on the day of 1 The act does not require the payment of ten per cent, of the capital stock to the treasurer, but the bonus to the Commonwealth must be paid ; supra, p. 42. APPENDIX. 115 A. D. 188 , a majority in interest of the said Corporation, viz : the holders of shares of stock, adopted the following resolution: Resolved, That the stockholders of this company do hereby consent to the application for a charter under the laws of the Commonwealth of Pennsylvania, and the President and Secretary be and they are hereby authorized to affix the corporate seal thereto; and that this Corporation do renounce its original charter and all privileges uol enjoyed by Corporations of its class under the laws of the Common- wealth of Pennsylvania aforesaid. In testimony whereof I have set my hand and caused the Seal of the said Corporation to be affixed this day of A. D. 188 . [l. s.] Attest, State of Pennsylvania, County of President. Secretary. ss. Before me, the Recorder of Deeds in and for the county aforesaid, personally came three of the Directors of the aforesaid, who in due form of law acknowledged the foregoing instrument to be the act and deed of the said Corpora- tion for the purposes therein specified. "Witness my hand and seal of office, the day of A. D. 188 . Recorder. State of Pennsylvania, 1 County of l^- Personally appeared before me, this day of A. D. 18 , the above named who being duly sworn according to law, depose and say that they are Directors of the and that the statements con- tained in the foregoing instrument are true. Sworn and subscribed before me, this day of A. D. 188 Recorder. 116 APPENDIX. [Endorsed.] Executive Chamber, — Harrisburg, 188 . Hon. Secretary of the Commonwealth. Having examined the within application and found it to be in pro- per forin, and within the purposes of the class of Corporations speci- fied in section two of the act, entitled " An Act to provide for the In- corporation and Regulation of certain Corporations," approved April 29, A. D. 1874, I hereby approve the same, and direct that letters patent issue accord- ing to law. Governor. [Endorsed.] Secretary's Office. Pennsylvania, ss: Enrolled in Charter Book No , Page Witness my hand and seal of office at Harrisburg, this day of A. D. 188 . Secretary of the CommoniveaUh. Recorded in the Office for the recording of Deeds, &c., in and for the County of in Book page , &c. Witness my hand and seal of office this day of A. D. 188 . Recorder of Deeds. [L. 8.] APPENDIX. 117 GENERAL FORMS FOR BOTH CLASSES. XII. Re-Charters. 1 [The certificate will follow the general certificate of Corporations of its class, supra, p. 94, 101, and then proceed] VIII. This Certificate is a renewal of the former charter of granted on the day of A. D. IX. The present financial condition of the is as follows : a. Capital stock paid in b. Funded debt c. Floating debt d. Estimated value of property e. Cash assets X. The hereby accepts the provisions of the Constitution of the Commonwealth of Pennsylvania and of the afore- said act of the General Assembly of the said State, approved April 29, 1874, and hereby surrenders all privileges conferred upon The aforesaid by its original charter which are not enjoyed by Corporations of its class under the aforesaid act of the General Assembly, approved April 29, 1874, or the general laws of the Commonwealth of Pennsylvania. \_Acknoidedgment, advertisement, proof of publication, decree or letters patent, enrolment and recording, as provided for Corporations of its class. Supra, p. 95, 102.] Certificate Accompanying Re-Charter. I President [or Secretary] of do hereby certify that at a meeting of the stockholders of the said company held pursuant to due and legal notice at the office of the company in on the day of 1 Supra, p. 23. 9 118 APPENDIX. A. D. 188 , a majority in interest of the said Corporation, viz., the holders of shares of stock adopted the following resolution : Resolved, That the stockholders of this Corporation do hereby con- sent to the application for a re-charter under the laws of this Com- monwealth, and the President and Secretary of the Company be and they are hereby authorized to affix the Corporate Seal thereto. In testimony whereof I have set my hand and caused the Seal of the said Corporation to be affixed this day of A. D. 188 . [l. s.] Attest, President. Secretary. XIII. Registration. 1 Office of the 188 To the Hon. • Auditor General. Sir: In compliance with the requirements of the first section of an act of the General Assembly of Pennsylvania, entitled "An Act t<> provide Revenue by Taxation/ 1 approved June 7, A. D. 1879, I hereby certify for registration in your office the following information concerning the company hereinafter named: Name of company Act of Assembly or authority under which organized or incor- porated Date of incorporation or organization Place of business Amount of capital authorized Amount of capital paid in Name and P. O. address of President Name and P. O. address of Secretary Name and P. O. address of Treasurer [l. s.] President, Secretary, or Treasurer. 1 Supra, p. 18. IN DEX. [the references are to the pages.] PAGE. Abandonment, Of turnpikes and plank roads, .... Acceptance of Act, By existing corporations, .... Eeal estate title insurance companies, Building and loan associations, Acceptance of Constitution, By road companies, ..... Purchasers of corporate franchises, Accidkxt Insurance Companies, . . . . Accounts, Of road companies, ..... Bridge companies, ..... Inclined plane railways, .... Acknowledgment, Of charters for first class, ..... Second class, .... Foreign corporation becoming domestic, Action, Corporation may maintain and defend, Against foreign company after re-incorporation, Stockholder for corporate debt, Officer for corporate debt, Subscribers, charter is prima fade evidence, Affidavit of Defence, See Certificate. Agent, Corporation may remove, appoint and remunerate, When real estate title companies may act as, . See Officers. 54 35 46 74, 110-113 54 90 9, 44 47 57 85 13 14 17 7 17 28^30, 82 29, 80, 81 29, n. 1 Administrator, See Executor. Advertisement, Of application for charter, ...... 13 For re-charter, 13, n. 1 Proof of, . 14, 15 For charter of first class, form of, 95 Second class, " . 102 For amendment of charter, form of, . 100 Of re-charter, 36 Of meeting to increase corporate debt, 32 Of dividend in bridge companies, 57 7 45 120 Agricultural Societies, Amendments of Charter, Of corporation of first class, Form for INDEX. How title to realty belonging to religious corporation affected by, Of turnpike company, ...••• 8 41 99, 100 . ' 42 . 53,54 Appeal, From report of viewers, . From decree of court upon viewers' report, Application, . . Of payments in building and loan associations, Assessment, Of capital stock, how enforced, . . . • Payment of one, not evidence of promise to pay others, Assessment of Damages, See Damages, Assessment of. "Of stock, liability for calls and assessments, Auditor General, Duties of. upon approval of charter, Resiist ration of corporation in office of, . Return to. See Reports. 40. 41, n. 3 41 70, n. 4 23-26, 79 25, n. 7 21, 22, 24, 25 15 18, 35 Banking Companies, . Beneficial Societies, Benevolent Societies. See charity. Boarding Bouse Companies, Powers of, . Boats. See Ships. Bonded Indebtedness, Report of, . Bonds, When issue of, authorized, Not affected by invalidity of mortgaj Full paid stock cannot be issued for, . • Of other companies, when corporations may hold, [n proceedings to assess damages, Bonus, On capital stock. . . • . \ . " Exemption of building and loan associations from, Turnpike, bridge and cemetery companies, Bridge Companies, . • • • Exemption from bonus to commonwealth, See Ferry, Wharf and Bridge Companies. Bridgi -. Construction of by road companies. 11, n. 2 in 65 92 26, 27, 75 27. D. 1 30 76 -I 40 •12 42, 7:; 42 10 47 IXDEX. Building and Loan Associations, Creation of authorized, . Powers, .... Form of Charter, Not bound to inquire purpose for which money is borrowed, Premiums payable in instalments, Exemption from bonus on Btock, Interest in advance, Capital stock, Unpaid instalments to be liens, . Voluntary withdrawals, Involuntary withdrawals. By-Laws. .... Disposal of funds, Cannot borrow to make loans, Repayment of loans, Loans are not "discounts," Application of payments, Remedy for non-payment, Fines limited, Premiums, &c, not usurious, What is sufficient defence in action on mortgage, Married women as stockholders. Liabilities of, . Dissolution, Proceedings upon insolvency, Purchases and conveyances of lands and ground rents Exemption from bonus and registration, Liability to tax, .... Acceptance of statutes by existing associations, Repeal of prior acts. Business, Of corporation must be stated in charter, Is limited by charter, By-Laws, Power to make, .... How enacted, .... What to prescribe, Validity of, .... Must be subject to statutory provisions, Officers and stockholders presumed to know, Of building and loan associations, 121 PAGE. 10 . 66 . 107 66, n. 6 . 67 42,73 . 67 G 7. US . 68 . 68 . 69 . 69 . 69 69, n. 5 . 70 69, n, 5 70, n. 4 71 71 . 71 71, n. •> 71 72, n. 1 72 72, n, 2 7' I 73 . 73 73, n. 7 ,110, 113 74 12 *8, n. 2 . £ 1,18 . 19 19, 2C ,21 18, n. 5 12, n. 6 20, n. 2 6£ >, 69 ("alls. See Assessments — Stock. Capital, Withdrawal of, by manufacturing and other corporations, . . 80 Capital Stock. See Stock. ( 'KMETERY COMPANIES, ...... 8 Exempted from bonus on stock, . . . . .42 < 'ertificate, Required from manufacturing and other corporations, ■ . Penalty for giving false, ..... Of officers upon withdrawals from building and loan associations is not negotiable, . . . . . 69, n. 1 Nor within affidavit of defence act, . . . 69, n. 1 By purchasers of corporate franchise, . . . . .90 See Forms. 79,81 81,82 V22 INDEX. amendment of, Certificate of Incorporation. See Charter. Certificate of Stock. See Stock. Chancery. See Equity. Charges, Of telegraph companies regulated, Ctt vrity Corporations for charitable purposes, . Donation of wages for, . Effect of dissolution on corporate assets, Title to realty after amendment of charter, Charter, By whom to be signed, . I low engrossed, . Effect of interlineations, Necessary contents of, Advertisement of, Is private act, Must only embrace one kind of corporation, How repealed, alter letters patent. When non-payment of ten per cent, invalidates Cannot he collaterally attacked, Duration of, Revocation of, . • • /', ima facie evidence against subscribers, When stock issued for property, Title of religions corporation to realty after List to be published, Tax on, Of first class. ' Acknowledgment, Presentment to law judge, Proof of publication, Decree, Record, Evidence, Fees, Form of, For church, form of, Amendment of, form for, Of second class. Form of, . Additional necessary contents of. Road companies, Form of. Ferry. Wharf or Bridge Companies Form of, Telegraph companies Public use, Form of. Private use and messenger, police, business, Form of. Building and Loan Associations, Form of, . Acknowledgment, Presentation to Governor, Letters patent, Record, Evidence, Fees, and lire 60 8 4:; 88 42 11 11, n. 6 11, n. 6 12 13 14, n. 4 9 5, n. 2 1 16, alarm 15 5) n. 7 18 18 29, n. 1 31 42 86 91 13 14 14 14 14 16 1 1. n. 5 94 '.'7 97 41 lol 14 46 106 55 106 59 106 60 L06 67 1(>7 1 1 15 15 15 16 16 INDEX. 123 Charter — Continued. Of Foreign Corporations becoming Domestic. Contents of, Acknowledgment, Presentation to Governor, Letters patent, Record, Form of, Re-charters. Form of, .... Church, Form of charter for, .... See Public Worship. Citizenship, Of subscribers to charter, Civil Engineers, Are not " laborers." .... Classes, Of corporations, . Clerk, Liability of stockholders for salary of, . See Secretary. Clubs, ....... Coal Companies, Reports by, . Tax on, . Commerce, Corporations for encouragement of, Company. See Corporation. Compensation. See Wages. Condemnation of Property. See Eminent Domain. Conditions, Effect of conditional subscriptions, Consequential Damages, When allowed, ..... Consolidation, Of corporations of first class, Constables, Duties of in cases of defective roads, . Construction op Grant, .... Contractors, Are not "laborers," .... Conveyance, Corporations may transfer property, Effect of informality in, ... Of property subject to escheat, . See Real Estate, Corporate Minutes, AY hen evidence,- ..... 16 17 17 17 17 113 116 97 11 82, n. 9 . 8,9 . 77, 82 8 92 91 . 26 n. 38, n. 4 42 . 50, n. 34 82, n. 9 7 . 7, n. 2 . 7, n. 2 . 7, n. 2 124 INDEX. CORPORATIONS, General powers, • Class 1. First class— not for profit, Power to purchase real estate, 2. Second class — for profit, Mode of incorporation, . Contents of certificate, . Notice — advertisement . Certificates for first class, Certificates for second class, How foreign corporation may become domestic Registration, Length of grant — revocation, . By-laws of, Officers, . Directors or trustees, Certificates of stock, Formalities at election, . Cumulative voting Capital stock, subscriptions to, . Eight to vote . Transfer of shares, Calls and assessments, Holding stuck of other corporations, Mortgages by, . . • Equity jurisdiction in, Liability of Stockholders, Preferred stock, . lull paid stock issued for property, Deferred stock, . Increase of capital stock. Indebtedness, Reduction of capital Btock, May sell and transfer franchises, Construction of charter, . . Time for commencing and completing work. Acceptance of statute by, Re-charters, . . \-~csMiient of damages— petition, Viewers, Judgment and execution. Fees. Bonds, Appeals, . Amendments to charters of first das-, . Title to real estate after amendment, Consolidation of corporations of first class, Bonus, . Payment of employees' wages regulated. Donations of wages for charities, When entitled to hold and guarantee stock and bonds of other ations, . Special provisions— See the titles of the various companies. Corporation Stores, Regulated, ....•• COURTS, Powers over road companies, . (las and water companies, . Real estate title insurance companies, Cumulative Voting, ...••• 6 8 9 9 11 12 13 14 15 16,17 18, 35 18 18,21 19,20 19 21 22 22 23 24 24 2--> 26 26 27 28-30 30 30 31 31-34 :;i :;i 34 34 :;i •M 35 36 37 38 39 39 40 40 41 42 42 42 — — . , ii, lo 43 corpor- 26, 76, 84 . 77,83 48 (i2. 64 46 22 INDEX. 125 Damages, Assessment of, How made, Petition, . Viewers, appointments of, Report of, What estates entitled to compensation, Nature of damages allowed, Judgment, Execution, Bond to secure damages, Proceedings on refusal to accept security Appeals from report of viewers, Debts, When stockholder liable for corporate Liability of director for, See Indebtedness. Declaration-, In action to enforce subscription-. Decree, Form of, upon application for charter, . Amendments to charter, Deferred Stock, Demands. See Actions. Deposits, In real estate title insurance companies, Deposit Company, See Safe Deposit Company. Directors, Number, powers and duties of, . Names and residences must appear in charter, Need neither be corporators nor subscribers When unable to release stock subscriptions ' Cannot alter by-laws, Nor increase stock, Of road companies, powers of, Liability of, in manufacturing and other corporations, Discounts, Building association loans are not, Dissolution, When charter power valid. Voluntary, how made, Adverse, when decreed, . Prohibited until payment of taxes, Of building and loan associations, Dividends, Report of, to Auditor General, Of bridge companies, Inclined plane railway-. Manufacturing and other corporations, Domestic Animals, Insurance of, 37 37 38, W 38,39 17, n. 3 38, n.4 39 39 40 40 40 28-30, 82 80, 81, 82 24, n. 2 96 99, 100 31 45, 46 19 12 12, n. 26, n. 19 32, n. 1 . 47,53 80, 81, 82 69, n. o 12, n. 6 -7. 88 88, n. 5 88 72 91 57 85 80 10, 44 126 INDEX. Domestic Corporations, How foreign company may become, Drove Yard Companies, Duration of Corporation, Must appear in charter, May be perpetual or limited, 16-18 10, 65 12 18 Easement, Bv exercise of right of eminent domain, Educational Society. See Charity. Election, Of officers, ..... Oath of officers holding, When Bet aside, ..... To increase or reduce capital stock or Lndebtedni bs, Kl.i'.V \ Tui; < '"MI'ANIi:-, . See M \Nri\\< tiimn'. COMPANIES. Eminent Domain, Bow damages assessed for property taken, Corporate franchises may be taken by, . Exercise of, creates easement, Compensation for gas pipes laid under highway, Exercise of, by ferry, wharf or bridge company, inclined plant railways. Manufacuring and other corporations, Metal and wood companies, Telegraph companies, . Water companii Employ Payment of wages regulated, Liability of stockholders for wa_ EqiriTY, Jurisdiction in corporation mortga§ To enforce stockholders' liabilities, Escheat, Effect of conveyance of property subject to, Of realty of religious corporations, Estoppel, < >f company by act of officer, ( >f member to deny validity of by-law, 39, n. 4 20 •12 22 32, 33 10 37-41 34, n. 5 39, n. 4 61, n. 3 63, 83 75 59 1 1 '.-.. 32 27 28 7, n. 2 42 19, n. 19, n. Evidence, Certified copies of charter- to lie, .... lo Charter /i/-//;i" /<"■(>, against stockholders, • • • *9» n - j In proceedings to assess damages for property taken, . . 38, n. 4 Not part of record, . • • • 39, n. 3 In actions against officers and stockholders for corporate debts, 29, n. 1,81, n.8 Of amendment of road company charter, .... 54 K\< EPTIONS, To report of viewers, I HON, Against stockholders for corporate debts, ( >n report of viewers to assess damages, 41 39 INDEX. 127 Executor, "When authorized to accept stock in payment for decedent's property, 31 Exhibition Companies, Power to mortgage, Expulsion, When charter power valid, 27, n. 4 12, n. 6 Fees, For charters of first class, Second class, Upon increase of capital or indebtedness, Of viewers to assess damages, Upon amendment of road company's charter, Ferry, Wharf and Bridge Companies, Charter provisions, Form of charter of, Distance from other ferries or bridges, . Management of bridge and wharf companies, Condemnation of property by, Toll on bridge, .... Penalty for excessive toll, Accounts, . . . . Dividends, Prohibited act, .... License of wharf companies in Philadelphia, Additional powers, Sale of bridge property, . Voting in bridge companies, Fiduciaries, May deposit in real estate title insurance companies, . Fixes, In building and loan associations limited, Fire Aearm, Telegraph companies for purpose of, Fire Companies, ..... Fire, Penalty for carrying, on bridge, Inclined planes, Fish Societies, ..... Foreign Corporation, May become domestic when, Necessary contents of certificate of, Acknowledgment of certificate, Presentation to governor, Record of certificate, Powers and liabilities after re-incorporation, Form of charter, .... Report of, ..... Tax on, . 14 16 33, n. 4 39 10 55 106 55 55 55 56 57 57 57 57 57 58 58 58 46 71 60 8 57 86 8 16 16 17 17 17 17 113 92 91 128 INDEX. Forms, OorporaMans of the first class. General charter, ........ Advertisement, . . . . • • .95 Proof of publication and residence, . . . .96 Decree, . . . • • • • ;| Kecord, ........ Charter for church, ....... 98 Amendments to charter, ....... 99 [nterlocutory decree, ...... 1"" Advertisement, ....... 100 Final decree, ....... 100 < reneral charter, ........ 101 Advertisement, . . . . • . .102 Proof "i' publication, ...... 103 Approval by tin- Governor, enrolment and record, . 103. 104 Letters patent, ....... 1"1 Charter for road company, ...... 105 ' barter for ferry, wharf and bridge company, .... 106 Charter for general telegraph company, .... L06 Charter for private telegraph company, .... IW Charter for building and Loan associations and mutual saving funds, . 107 Acceptance "! art of 1879 by building and loan associations and mu- tual Baving funds, viz., Resolutions of stockholders, ..... 11" < ertificate of acceptance, . . . . . .110 Letters patent, . . . . • • .110 Charter for foreign corporation becoming domestic, . . . 113 tificate "t company, . . . . . .114 Re-charter, .... tificate of company, Registration of corporations, Fb \ Si ii i ( ''instruction of, .... Corporations may Bell and transfer, When exclusive, Winn purchasers constituted new corporation, l'ii.: Paid Sto< See Sixx k. Pi tTDS, Subject to control of treasurer, Disposal of, in building and Loan associations, 117 117 L18 34, 76 ::i 58, 62 89, '.'<> 69 GameSoctei ( rAS < lOMPANTES, Power to mortgage, See W \ CEB i Jompanii - < rENERAL < lORPOB LTB POWERS, l RNOR, Duties of, in approving charters, I ■ ;• \vr. < instruction of, . 10,61 63 ■J7. n. 4 ii . 15, 17 3 1 INDEX. 129 Gross Premiums, Of insurance companies, report of, Tax on, Gross Eeceipts, Keport of, ... Tax on. .... 91 91 91 91 Ground Rent, When owner of, entitled to compensation for appropriation of land, 37, n. 3 Powers of building and loan associations as to, ... 73 Guarantee, Of stock and bonds of other corporations, . . . . 76, 84 Halls, Corporations for erection of, Heat Companies, .... See Water and Heat Companies. Horticultural Societies, Hotel Companies, .... Husband and Wife, See Married Women. 10, 61-63 8 . 10,65 Inclined Plane Railways, . General powers, Other comporations may hold guarantee stock and bonds of, May purchase or condemn land, Rates of toll, Penalty for demanding illegal fares, Accounts, Dividends, Prohibited acts and penalties, Obstruction of causeway, Time for commencement and completion of work, Ice Companies, ....... Income, Tax on, ....... Incorporation, mode of, .... . Certificate of. See Charter. Increase of Stock or Indebtedness, How made, ...... Indebtedness, How increased, ...... What constitutes increase of, . Liability of stockholders for corporation, Of stockholder, when prevents transfer of stock, Limitation of, in manufacturing and other corporations, Indirect Damages, "When allowed, ...... Injuries, Corporation for insurance against, 11 84 84 85 85 85 85 85 86 86 86 10 91 . 11-16 . 31-34 . 31-34 31, n. 6 28-30, 82 22 80 38, n. 4 130 INDEX. Inquest, In road companies, ..... Insolvency, Of building and loan association, proceedings in, How stock subscriptions enforced upon failure of company, Instalments, In building and loan association, Insurance Companies, Domestic animals, Life, Accident, Thefts and wilful injuries, Real estate titles, See Real Estate Title Insurance Company. Interest, When owner of land taken for public use, entitled to, On loans in building associations, Involuntary Witi r r> r a \v al, From building associations, Iron, Steel, Metal and Wood Companies, General powers, . May issue bonds, Equity jurisdiction, Annual statement and reports, Power to appropriate streams. Construction of grant, Other companies may hold or guarantee Citizenship of corporators, Place of business Taxation of, Existing companies may accept act, Liability of stockholders in, Repeal of prior aits. How employees to lie paid, Profit on merchandise sold by, regulated, Irrelevant Matter, Effect of, in charter, stock and bonds of, . 50, n. 72, n. 2 . ' 23 69-71 . 9,44 . 9,44 . 9,44 . 9,44 11, 44-46 38, n. 4 67 69 10 74 75 75, n. 2 7"> 75 76 70 76 76 70 76 77 77. 78 77,78 78 12, n. 6 Judicial Sale, Of corporate franchise when purchasers constitute new corporation, . 89, 90 Judge, Duties, of in approving charter, Judgment, Officer cannot confess against company, On report of viewers to assess damages, 14 19, n. 4 39 Judicial Proceedings, Corporations may maintain and defend, Justices of the Peace, Powers of, over road companies, 50 INDEX. 131 PAGE. Laborers, W»o are, 82 n 9 Payment of wages regulated, .... 7778 Liability of stockholders for wages of, ...".' 77' 82 Lessee, When entitled to compensation for property taken, . . 37 n. 3 Letters Patent. How repealed, . . . . , _ _ L5 n 2 Who entitled to, between conflicting applicants, .' ' r,-' „' 7 Forra of, "' ^ In building and loan associations accepting statute, . . 112 Liability of Directors. See Diri-:it, ........ 8 Mutual Saving Funds. See Building and Loan Associations. Name, Xakm, Of corporation must appear in charter, . Of subscribers and directors must appear in charter, . > In actions to enforce subscriptions, N egottable Instrument, Order of payment in building associations not, N i:t Earnings, Report of to auditor general, Tax on, ..... Note. See Promissory Note. Notice. See Advertisement. 12 12 24, n. •_' 69 92 91 < )bservatory companies, .... Obstruction, Of bridge, penalty for, .... Inclined planes, .... Navigation by bridge company, ( )ffice, Location of may be changed, Officers, Corporation may appoint, remove and remunerate, Duties of, .... Presumed to know corporate rules, When married women may be, . When salary recoverable, Are fiduciaries, How vacancy in office filled, Powers and liabilities as agents. Liability for corporate debts, Limitation of liability, When holding election, musl make affidavit, See Director — Secketaby — Treasurer 10 u 57 86 56, n. 2 15, n. 1 7 19 20, n.2 19, n. 3 20, n. 2 19 20 111. n. 4 81, 82 29 134 INDEX. PAGE. Oil Stokage Companies, . . . . . . 11, n. 2 Omnibus Companies, . . . . . . . .11 Opera House Companies, . . . . . . 10, 65 Operatives, Payment of wages regulated, ...... 77 Liability of stockholders for wages, .... 77,82 Merchandise sold by corporation to, regulated, . . 78, 83 Original Subscriber. See Stock — Subscriber. Painting, Corporation for support of, ...... 8 Park Companies, ........ 8 Patents, Corporation for purchase and selling of, .... 10 Payment, ( »f stock assessment, ....... 23-25 Of one assessment not evidence of promise to pay others, . 25, n. 7 Of capital stock in manufacturing and other corporations, certificate to be recorded, ....... 79 Penalties, For non-payment of stock assessment, ..... 24 Defrauding road company, . . . . • 49, 52 Exacting dve toll, ..... 49,56 Defective bridges, ....... 56 Obstructing or endangering bridge, . . . .57 Supplying impure gas or water, . . . . .63 Illegal use of gas or water, ...... 63 Injuring gas or water apparatus, ... 64 Inclined planes,. .... .85,86 Person ll Pboferty, ( lanital stock is, . . . . . . . .25 When full paid stock can be issued for, . . . .30 Petition, To assess damages, ....... 37 Philadelphia, License of wharf company in, . . . . 5*i Vet authorizing private telegraph lines does not apply to, . . 61 Pipe Line Companies, . . . . . \\,n,2 Pleadings. See Declaration. Police, Telegraph companies for purposes of, . . . . . 60 Powers of Corporations, .... . . 6 Preferred Stock, ........ 30 Premiums, In building and loan associations, ..... 67-71 Sec Building and Loan Associations. INDEX. 135 PAGE. President, Duties of, on increase of stock or debt, . . . . .33 Printing Companies, . . . . . . . in Process, Service of, ........ 82 Prohibited Acts, Relating to inclined planes, ...... 86 Ferry, wharf and bridge companies, . . . . .57 Proof of Publication, Of charters of first class, ...... 96 Second class. . . . . . .103 Promissory Note, Not payment of stock subscription, . . . . 25, 26 Property, May be mortgaged, ....... 27 When full paid stock can be issued for, . . . . .30 Corporation may sell or assign, ...... 34 Proceedings on condemnation of. See Damages, Assessment of — Personal Property — Real Estate. Proxy, In elections to increase stock or debt, . . . . .33 Public Worship, Corporation for, ........ 8 Publication. See Advertisement. Publishing Companies, ....... 10 Purchase. See Real Estate. Purchasers, Of corporate franchise when constituted new corporation, . . 89, 90 Purpose, Of corporation must appear in charter, . . . .12 Is limited by charter, . . . . 9, n. 1 Quarrying Companies, See Manufacturing, &c, Companies. Quorum, Of directors and stockholders to be determined by by-laws, . . 20, 21 Quo Warranto, To repeal letters patent, . . . . . 15, n. 2 Ratification, Of invalid subscription, . . . . . . 25, n. 7 Real Estate, Amount to be held by corporations of first class, ... 8 When purchase of, by corporation of first class authorized, . . 9 When excess must be sold, ...... 9 When held by corporation must be necessary and proper for its legi- timate business, . . . . . . 9, n. 1 When full paid stock can be issued for, . . . .30 136 INDEX. Real Estate — Continued. Powers of real estate title insurance companies to hold and convey, Purchase and sale of, by building and loan associations, Purchase and sale of, by iron, steel, metal and wood companies, Powers of manufacturing, &c, corporations as to, Inclined planes as to, See Personal Property. Eeal Estate Companies, Powers, ........ Capital stock, ....... Real Estate Title Insurance Companies, Powers, .... Capital to be security, May receive deposits, Court may investigate affairs of, Separation of trust funds, Must accept act, . Receiver, Real estate title companies may act as, Re-Chartek. Of existing corporations, Form of, Certificate accompanying, Recorder of Deeds, Charters to be acknowledged before, Charters to be recorded in office of, '. 72 73 74 ! 81, 83 . 84, 85 . 10 65 • 65 . 44 45 45 46 46 46 46 45 11,36 117 117 Registration, ..... Form of, . Release, ( >!' stock subscriptions by directors, Religious Corporations, Title to realty alter amendment (if charter. Repeal of Prior Acts, Reports, Of viewers, requisites of, Of officers of various companies, To Auditor General, viz., Registry, Capital stock, Dividends, Gross receipts, . Gross premium-. Coal companies, Net earnings. Foreign corporations, Bonded indebtedness, Loans, . Residence, Of subscribers and directors must appear in charter, Of treasurer must appear in charters of second class, Proof of, ...... Return to Auditor General. See Reports. 13, 15, 17 15 18, 35, 73, 91 . 118 26, n. 42 74, 78, 87 38, 39, n. 3 . 75,81 91 91 91 91 91 92 92 92 92 92 12 12, n. 6, 14 11, n. 5, 96 15, 18, 35 INDEX. 137 ^Revocation of Charter, ...... Road Companies, ....... Exemption of turnpike companies from bonus to commonwealth, Additional charier provisions, ..... Form of charter for, ...... Charter termini form contract with stock subscriber, Powers of directors, ...... Condemnation of lands by, ..... Accounts, ........ Construction of bridges and roads, .... When court to license, ...... Bates of Toll, ....... Penalty for false representation to, Penalty for demanding excessive tolls, Persons exempt from toll, ..... Neglect to repair road, proceedings in, ... Penalties and costs, how recoverable, Penalty for defrauding company. Power to alter tolls, Stock vote, Amendment of charters, . Abandonment of road, PAGE. 18 9 42 46 105 ■1'), n. 7 47 47 47 ■17 48 48 49 49 49 50 52 52 53 53 53, 54 54 Salary, Of officers when recoverable, See Wages. Sale, Of bridge property, .... See Conveyance — Judicial Sale. Safe Deposit Company, .... Science, Corporations for support of, Scire Facias, To repeal letters patent, Seal, Corporation may make, use and alter, Evidence of corporate authority, Secretary, Duties of, . See Officers. Secretary of Commonwealth, Duties of, on approval of charter, Increase of stock or debt, . Fees, . To publish list of charters, Security, In proceedings to assess damages, Service of Process, To enforce individual liability for corporate debt, On corporations, ..... Shares. See Stock. 20, n. 2 58 . 10, 66 8 15, n. 2 7 7, n. 1 20 15 33 33, n, 4 . ' 86 40 29 82 138 INDEX. Ships, Corporations for building or transportation by, Sickness, Corporations for insuring against, Signature, To charter, requisites of, Stable Company, .... Stage Line Company, . . . . Statute of Limitations. When bar to recovery of stock subscriptions, Steel Companii -. See Iron, Steel, &t ., Compaot es. Stock, Certificates to be issued, . When transferable, Eights and liability of assignee of, Original subscriber, When corporation liable to holder of, Title to, passes by delivery, Transfer of. See TRANSFER of Stock. Is personal property, Capital stuck is trust fund, How subscriptions to, payable, . When subscriptions recoverable, Penalty for non-payment of subscriptions, Service of process to enforce subscriptions, Pleadings in action for subscriptions, I low subscription enforced on insolvency of company, Assessments and calls, Each share entitled to one vote, Held by subscribers must be stated in charter. Number of shares and par value, Increase of, how made, . Reduction of, how made, When preferred stock can be issued, Deferred stock can be issued. Full paid stock may be issued for property, Transfer of, debars vote to increase stock or debt, Bonus on, .... Report of, to auditor-general, Tax on, ..... Of other corporations, when company entitled to hold, Of building and loan associations, Of metal and wood companies, . Manufacturing, &c., companies, ( iertificate of payment of, to be Withdrawal of, Real estate companies, Stockholders, What constitutes quorum, Meetings of, to increase stock or debt, . When released from subscription, 10 9 11 10 11 25, n. 7 23, recorded, 21 21, 22 21 22, n. 1 21, n. 3 21, n. 4 25 23, n. 4 . ' 23 . 24, 25, 28 24 28, 29 24, n. 2 2:;. n. 4 25, 79 23 12 12 . 31-34 34 30 30 30 33 42 91 91 26 , 76, 84 67 71 7!) 79 80 65 20 32 25, n. , INDEX. Stockholders— Continued. Knowledge of corporate rules presumed, When bound by invalid by-laws, When liable for corporate debts Actions to enforce liability,' Execution, Limitation of liability, \ Service of process to enforce 'liability Right to vote. See Vote. Transfer of shares. See Transfer of Stock. Streams, Appropriation of, by corporation, 139 PAGE. 20, n. 2 19, n. 1 28, 77, 82 28 29 29 2'. i Street Railway Companies, Subscribers, N X5er7 SideDC " andnumber * *•«■ held by, musl appear in Acknowledgment of charter by Affidavit by, . . Liability for calls and assessments When released by transfer of stock, Charter -prima facie evidence against, See Stockholder. Subscription to Stock, ( reates debt to company, How payable, Penalty for non-payment, Service of process to enforce, Pleadings in actions for, How enforced upon insolvency of company Assessments and calls, When subscriber released from, Effect of conditional, Ratification of, When avoided by non-payment often per cent.,' Suits. See Actions. Surety, Real estate title companies may act as 37-41,70 11, n. 2 12 15 15 21,22, 24, 25 22, n. 1 29, n. 1 25, n. 7 23 24 28 24, n. 2 23, n. 4 25 25, n. 7 . 26, n. 26 14. n. 7 45 Taxation, Registration for purpose of, On charter, Capital stock, Building and loan associations, Coal companies, . Gross receipts, Gross premiums of insurance companies Net earnings, Income, Foreign corporations, Loans, Taxis, Dissolution prohibited until payment 18,35 91 91 73 91 91 91 91 91 91 91 88 140 INDEX. Telegraph Companies, ..... 1. For General Use. ( barter requisites, . Form of charter, ..... Construction of line, ..... Condemning property, Right to connect with other lines, . Cannot acquire competing lines, Charge for delivering messages, 2. For Private Use, ami fur Police, Fir,- Alarms umd .1/ Where businesss may be transacted, Charter requisites, ..... Form of charter, ..... Consent of municipality, .... Act does not apply to Philadelphia, Tenant. Sec Lessee. Term of Existence, Of corporation must appear in charter, Theft, Corporations for insurance against, Titi., -, insurance of real estate, .... Questions of, may be incidentally tried by viewers, Toll, Torts, On bridges, . . . . Inclined planes. Road compani Of corporations, individual liability for, PAGE. 10 59 106 59 59 59 60 60 10 60 60 107 60 61 12 . 44-46 . 39, n. 56 0,53 81, q. 3 Trading Companies, See Manttfacturing, &» . Companies. Transfer of Propeb n , Sec Beat Esta i e. Transfer of Stock, When certificates transferable, . Passes title to stock. When corporation liable for unauthorized, Purchaser cannot compel by mandamus, When original BubscriDer released by, . Effect of nominal, Effect on right to vote upon increase or reduction of stock or debt, Trade, Corporation for promotion of, ..... Treasurer, Powers and duties of, ...... Duties on increase of stock or debt, .... Name and address must appear in charter of second class When ten per cent, of capital must be paid to, . Trustees, Fidelity of, may be insured, .... See Directors. -Tri .■- rs, Real estate title companies may execute. 21, 22, 24 21, n. 4 n. 1 25, n. 1 22, n. 1 24, n. 1 . 33,34 33 14 12, n. 6, 14 45 4-"» Turnpike Companies, Exemption from bonus, . See Koad Companies. IXDKX. 141 PAGE. 42 Unincorporated Associations, Can only recover legal interest, . Usury, In building and loan associations, '], n. 5 71 Vacancy, In office, how filled, Value, Evidence of, in proceedings to assess damages, Vessels. See Ships. Viewers, To assess damages, Duties of, . Report, Vote, Cumulative, Each share entitled to, Unless in arrear, To increase stock or debt, In bridge companies, 20 38, n. 4 . 38-40 38 38, 39, n. 3 22 23 24 33 58 Wages, Liability of stockholders for, Payment regulated, Donation of, for charity, . Warehouse Companies, See Manufacturing &c, Companies. Water, Appropriation of, by corporation, Corporations for storage and transportation of, Water, Gas, Light and Heat Companies, . General powers, .... Power to mortgage, Exclusive franchises, Penalty for supplying impure gas or water, Mortgages by gas or water company, Condemnation of property by water company, Penalty for illegal use of water or gas, . For injuring works, When municipality may purchase gas or water works, Charges for gas or water, how regulated, Wharf Company, .... See Ferry, Wharf and Bridge Company. Withdrawals, In building and loan associations, Wood Companies. See Iron, Steel, Metal and Wood Companies 77,82 77,78 43 10 38, n. 3 10 10 61,62 27, n. 4 62 62 63 63 64 64 64 11 68,69 \ I UC SOUTHERN REGIONAL LIBRARY FACILITY II IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII AA 000 711380 6 V-/