Capital stock. Proviso. Management. Officers. Bond of. Office. Election of president and directors. How elections to be conducted. Qualifications of officers. Vacancies. What lands, tenements, &c., may be held. Prohibition. Deposits, &c. SECTION 3. That the capital stock of said company shall be thirty thousand dollars, with the privilege of increasing it to one hundred thousand dollars, to be divided into six hundred shares, of fifty dollars each, which shall be paid in, in such instalments as the said corporation shall, by their by-laws, direct: Provided, That the said corporation may commence operations as soon as ten thousand dollars of the capital stock shall have been paid in. SECTION 4. That the affairs of said company shall be conducted by a president and six directors, as hereinafter directed and provided for; that the said president and directors, or a majority of them, shall elect a cashier, and such other officers as they may deem necessary, and fix the compensation of the same; and all officers shall give bond, with good security, in such sum as may be required by said board, for the faithful performance of their several duties. SECTION 5. That the said company shall keep their office in some suitable place, in the borough of Shippensburg, county of Cumberland, and state of Pennsylvania; and on the first Tuesday of November, after the acceptance of this charter, and on the first Tuesday of November, annually, thereafter, after two weeks' previous notice, the stockholders shall convene at the office of the company, and, by ballot, elect one person for president, and six persons for directors, who shall continue in office for one year; that, in the election of officers, the said stockholders shall be governed by the general laws of the commonwealth, regulating the manner of conducting elections in banks and saving institutions, and the number of votes to which the several stockholders shall be entitled, so far as the same may be applicable: Provided however, That no person shall be elected to any office, in said company, who is not a stockholder therein; nor any person who is a director, or officer, in any other banking institution, or saving fund company, or broker; and that all vacancies, occasioned by death, resignation, or refusal to serve, shall be supplied in such manner as said company may, by by-laws, direct. SECTION 6. That the lands, tenements, hereditaments, made lawful, by this act, for said company to receive, hold, and dispose of, by sale, or otherwise, shall only be such as are requisite for its accommodation, in the transaction of the business of the company, and such as shall be bona fide mortgaged, or conveyed to it, in satisfaction of debts previously contracted, in course of its dealings, or purchased, when the same may be necessary to secure any debts due to said corporation: And provided further, That the said company, or corporation, shall not, of itself, or by, or through, any person, whatsoever, in trust, or in confidence, deal or trade, in buying or selling any goods, wares or merchandize, whatsoever, except in such goods as are really and truly transferred to them, in payment of debts, or in security of loan, or which goods may be the produce of lands owned by them: Provided, That nothing herein contained shall be so construed as to authorize said company to loan money, on the pledge, or hypothecation, of any goods, wares or merchandize, whatsoever. SECTION 7. That it shall be lawful for the said company, or corporation, to receive deposits of money, and loan out the same, together with any other moneys they may have, by discounting negotiable notes, drafts, and bills of exchange, and to issue certificates for such deposits: Provided, That the rate of dis- Rate of discount, at which loans may be made, by the said institution, shall count. not exceed one half of one per centum, for thirty days. SECTION 8. That the said bank shall be subject to the pro- Subject to. visions and restrictions of the several acts regulating banks, as far as they are applicable thereto, and subject, also, to such further provisions, and restrictions, as the legislature may think proper to enact, for the further regulation of banks and saving institutions: Provided however, That the said bank shall not Not to issue have authority to make, issue, and put in circulation, notes or notes. bills, commonly known, or called, bank notes. SECTION 9. That the power to alter, revoke, or annul, this charter, is hereby reserved to the legislature, whenever, in their opinion, it may be injurious to the citizens of this commonwealth; in such manner, however, that no injustice shall be done to the corporators thereof. JOHN ROWE, Speaker of the House of Representatives. LOUIS W. HALL, Speaker of the Senate. APPROVED The eleventh day of April, Anno Domini one thousand eight hundred and sixty-two. Reservation. A. G. CURTIN. No. 619. An Act To incorporate the Shenango Valley Coal and Transportation Company. SECTION 1. Be it enacted by the Senate and House of Represen tatives of the Commonwealth of Pennsylvania in General Assem bly met, and it is hereby enacted by the authority of the same, That William L. Scott, John Hearn, Andrew Scott, John A. Commissioners. Tracy, William C. Curry and Henry Rawle, of Erie county; George Bitten banner, Henry Forker, William Achre and James Pierce, of Mercer county; Richard Baker, Benjamin Rush Bradford and Jacob Henrici, of Beaver county; Alexander L. Crawford, R. W. Cunningham and Joseph Kissick, of Lawrence county, or any nine of them, be and they are hereby created commissioners, authorized to receive subscriptions to the capital Subscriptions stock hereby created, at such times, and places, as they may to stock. direct, after having given at least ten days' previous notice, in Notice. some paper published in the city of Erie, and in the counties Proviso. When letters sued. Title. of Lawrence, Beaver and Mercer, of the time, and place, when, and where, such subscriptions shall be received; and at the time, and place, so designated, in such public notice, the said commissioners, or any of them, shall attend for the purpose of receiving such subscriptions: Provided, That no subscription for such stock shall be valid, unless the person, or persons, so subscribing, shall, at the time of subscribing, pay to said commissioners two dollars and fifty cents on each and every share of stock subscribed. SECTION 2. That when one thousand shares of the said capipatent to be is- tal stock shall have been so subscribed, the said commissioners, or any nine of them, shall certify to the governor of the state, under their hands and seals, the names of the subscribers, and the number of shares subscribed by each; whereupon, the gov ernor shall, by letters patent, under his hand, and the seal of the commonwealth, create, and erect, the said subscribers, and those who shall thereafter subscribe to the said capital stock, their successors and assigns, into a body politic and corporate, in deed and in law, by the name, style and title of the Shenango Valley Coal and Transportation Company; and under said name, style and title, the said subscribers, their successors and assigns, shall have perpetual succession, with all the privileges and franchises incident to a corporation; and by the said name, style, and title, shall be capable, in law, to sue and be sued, plead and be impleaded, to have and use a common seal, to make rules and by-laws, for the regulation and management of the said corporation, not inconsistent with the constitution and laws of this commonwealth, and generally to do, and execute, whatever shall lawfully pertain to such bodies corporate. Privileges. Capital stock. Certificates. Votes. Meeting of stockholders. Notice. SECTION 3. That the capital stock of said company shall be and consist of two hundred thousand dollars, and shall be divided into four thousand shares, of fifty dollars each; and certificates of said stock shall be issued, and signed, by the president, and countersigned by the treasurer, of the company, and shall be transferable, subject to the by-laws of said company; in all elections, or stock votes, of the company, each share of the said capital stock shall entitle the holder thereof to one vote. SECTION 4. That when one thousand shares of the capital stock shall have been subscribed, and letters patent issued, as aforesaid, it shall be the duty of the said commissioners to give at least ten days' notice, in one paper published in the county of Erie, and in one paper published in each of the counties of Lawrence, Beaver and Mercer, of the time, place of a meeting of stockholders; at which meeting, the said stockholders shall proceed to organize the said corporation, and shall choose, by Election of di- ballot, in person, or by proxy, nine directors, a majority of rectors. Officers whom shall be citizens of this commonwealth, from among the stockholders; and the directors, so elected, shall hold their offices until the next regular election, thereafter, and until their successors are duly chosen and qualified. SECTION 5. That the said directors shall, as soon as convenient after their election, choose one of their number to act as president for the ensuing year; they shall also appoint one person to act as secretary and treasurer, and they shall appoint all other officers, and agents, of the company, as occasion may board, a majority of the directors shall constitute a quorum, Quorum. SECTION 6. That the president and directors may, from time Instalments on to time, call in such instalments on the stock of said company, stock, payment as they may deem advisable, of which public notice shall be of. given, in a paper published in the city of Erie, and counties of Notice. Mercer, Lawrence and Beaver, at least ten days preceding the time appointed for that purpose; and if any stockholder shall neglect to pay such instalment, so called for, six months after the time so appointed, such stockholder shall, at the discretion of the directors, forfeit, to the use of the company, all right, Forfeiture for title and interest in, and to, all such shares, in which such non-payment. default shall have been made; and the share, or shares, so forfeited, shall be disposed of, at the discretion of the directors; no stockholder shall be entitled to vote, at any election, or Stockholders in meeting, of the company, in whose share, or shares, any instal- arrears prohibment, or arrearages, may be due, more than thirty days next ited from vopreceding such election, or meeting. ting. Authorized to SECTION 7. That the said company shall have the right to purchase, and hold, to them, and their successors and assigns, purchase or and to lease such lands, in the counties of Erie, Beaver, Mer- lease lands, &c. cer and Lawrence, as may be necessary for the purposes of said company; and also to purchase, lease, and hold, as aforesaid, any other real or personal estate, in said counties, necessary for the purposes of said company; they shall have the right to lease, or purchase, coal in the ground, with the privilege of mining the same, upon such terms as they may deem proper: Provided, That the lands, held in fee simple, by said company, Proviso. shall not, at any one time, exceed two thousand acres. SECTION 8. That the said company shall have the right to construct, equip and maintain, one or more railroads, to con- railroads and May construct nect any of their lands of coal beds, with the Erie Extension build boats for canal, or any other canal, or railroad, now existing, or that may, transportation hereafter, be constructed; the said railroads, respectively, shall of coal. not exceed, in length, five miles, and shall be constructed and maintained, so far as relates to the building, acquiring right of way, and other necessary lands, running said road, or roads, subject to the provisions of the general railroad law, approved February nineteenth, Anno Domini one thousand eight hundred and forty-nine; said company shall, also, have the right to build, purchase, own and use, such said vessels, steamboats, and other boats, as may be necessary for the transportation and carriage of their coal, and other products, upon the lakes, and other public highways, within this commonwealth, to such point, or points, beyond this commonwealth, as the said company may select, as a market for their coal. SECTION 9. That the said corporation shall have full power Empowered to and authority to borrow any sum, or sums, of money, not ex- borrow money ceeding five hundred thousand dollars, on the bonds of the and issue bonds. company, secured by the mortgage of the whole, or any part, of the property, and roads, belonging to the company, and the corporate rights thereto belonging, upon such interest as shall Provise. be agreed upon, not exceeding seven per centum per annum; and the said company are authorized to sell, and dispose of, such bonds, within, or beyond, this commonwealth, at such rates, above or below par, as may be agreed upon between the parties; and such sale shall be as valid, as if sold at par: Provided, That no such bond shall be issued, by said company, for a less sum than one hundred dollars; the said company shall, also, have power to contract any debts, or liabilities, necessary for Limitation as to the purposes of the company: Provided further, That the inamount of in- debtedness of said company shall not, at any time, exceed two hundred thousand dollars. debtedness. Dividends. Annual election, place of holding. Notice. Principal office. Bonus. Individual liability. SECTION 10. That dividends, of so much of the net profits of said company, as the directors shall deem advisable, may be declared, annually, or semi-annually, and paid to the stockholders, or their legal representatives, on demand, at any time after the expiration of ten days after the same shall have been declared payable, at the office of the company, or such place as the directors may designate; but the said dividends shall not, in any case, exceed the net profits actually acquired by the company, so that the capital stock shall never, thereby, be impaired. SECTION 11. That the regular annual election of the said company shall be held on the second Wednesday in February, in each and every year; of which election ten days' notice shall be given, by the secretary, in a paper published in the city of Erie, and in a paper published in each of the counties of Lawrence, Beaver and Mercer; said elections, and all other meetings of the stockholders, shall be held at the principal office of the company, and, in such manner, as shall be designated by the by-laws of said company. SECTION 12. That the principal office of said company shall be at the city of Erie. SECTION 13. That this corporation shall pay, into the treasury of the commonwealth, a bonus of one-half of one per cent., on the capital stock hereby authorized, or hereafter created, annually, for the period of four years, and such other taxes as may, hereafter, be imposed, by law, on corporations. SECTION 14. That the stockholders of said company shall be jointly, and individually, liable, for all debts due mechanics and laborers, to be sued for, and recovered, as provided in the twelfth, thirteenth and fourteenth sections of an act incorporating the Lackawanna Iron and Coal Company, approved April fifth, one thousand eight hundred and fifty-three. JOHN ROWE, Speaker of the House of Representatives. LOUIS W. HALL, Speaker of the Senate. APPROVED The eleventh day of April, Anno Domini one thousand eight hundred and sixty-two. A. G. CURTIN. |