IV. CAPITAL STOCK:

The stock in private corporations is personal property and subject to attachment, execution, levy and sale as such. All sales of stock, whether voluntary or otherwise, transfer to the purchaser all rights of the original holder, and subject such purchaser to the payment of any unpaid balance due on such stock; but if the sale be voluntary, the seller is still liable to existing creditors for the amount of said balance, unless the same be paid by the purchaser. A majority of the stock may, at any meeting of the stockholders called for that purpose, increase or diminish the capital stock, or the amount of the shares thereof, and may change the general place of business.

V. LIABILITY OF STOCKHOLDERS:

Stockholders are liable for the indebtedness of the corporation to the amount of their stock subscriptions only. VI. DISSOLUTION:

A corporation failing to elect directors and commence the transaction of business within one year from the filing of the articles of incorporation, or ceasing to carry on business for six months, forfeits its corporate existence. A corporation may be dissolved by the directors pursuant to a vote of a majority of the stock at any meeting called for that purpose. All corporations, however dissolved, continue to exist as bodies corporate for five years thereafter, for the purpose of settling their affairs. VII. SUPPLEMENTARY ARTICLES:

The directors may file supplementary articles of incorporation when authorized by vote of three-fourths of all the stock subscribed, for the purpose of engaging in business germane or cognate to the original objects or primary purpose of the corporation, or at any time when a seven-eighths vote of all the stock subscribed shall so determine, for the purpose of engaging in any new enterprise or pursuit not in violation of law.

VIII. EMINENT DOMAIN:

Corporations organized for constructing railways (except street railways for transportation of passengers), roads, canals, bridges, or pipe lines, or for opening or operating any mines or quarries, have the right to appropriate a right of way not more than sixty feet wide, besides a sufficient space for necessary shops. IX. FOREIGN CORPORATIONS:

Upon complying with certain prescribed regulations as to depositing securities with the Secretary of State and filing a power of attorney, foreign fire or marine insurance, or express or brokerage corporations may engage in business within this State on even terms with domestic companies. Other foreign corporations can enter the State without special terms.

MINING.

1. CONSTITUTIONAL PROVISIONS:

a

The constitution provides that no Chinaman not resident of the State at the adoption thereof shall hold or work any mining claim. II.

LOCATION AND RECORD:

Section 3827. Any person or company of persons establishing a claim on any quartz lead containing gold, silver, copper, tin or lead, or a claim or a vein of cinnabar, for the purpose of mining the same, shall be allowed to have, hold and possess the land or vein, with all its dips, spurs and angles, for the distance of fifteen hundred feet in length and three hundred feet in width on each side of such lead or vein.

as

Sec. 3828. To establish a valid claim, the discoverer or person wishing to establish a claim shall post a notice on the lead or vein, with name or names attached, which shall protect the claim or claims for thirty days; and before the expiration of said thirty days, he or they shall cause the claim or claims to be recorded hereinafter provided, and describing as near as may be the claim or claims, and their location; but continuous working of said claim or claims shall obviate the necessity of such record. If any claim shall not be worked for twelve consecutive months after the first day of January next following the location thereof, it shall be forfeited and considered liable to location by any person or persons, unless the owner or owners be absent on account of sickness or in the service of their country in time of war.

Sec. 3829. Any person may hold one claim by location, as hereinafter provided, upon each lead or vein, and as many by purchase as the local laws of the miners in the district where such claims are located may allow; and

the discoverer of any new lead or vein not previously located upon shall be allowed one additional claim for the discovery thereof; nothing in this section shall be so construed as to allow any person not the discoverer to locate more than one claim upon any one lead or vein. III. ASSESSMENT WORK:

Section 3830. Every person or company of persons, after locating such claim or claims, shall, within one year next after the first day of January following the location or taking such claim or claims, work or cause to be worked the said claim to the amount of one hundred dollars for each and every claim; provided, that any person or company, either joint or incorporate, owning claims or any lead or vein, shall be allowed to work upon any one claim the whole amount required as above for all the claims, and thereby be exempted from working on the rest of his or their claims in said lead or vein; provided further. that when the individual, company or corporation, owning any quartz claim or claims shall file the affidavit of said owner or one of the members of the company or corporation with the county clerk of the county in which said claim is situated, to the effect that the amount of work required by this act has been performed on such claim (or if there be more than one claim, then on each of them), together with the affidavit of two disinterested persons to the same effect, with the addition "that they are not interested directly or indirectly in said claim or claims," such claims shall therefore be considered as real estate, and the title therein shall be vested in such person, company or corporation against all others, save the Government of the United States; and the improvements, machinery and buildings thereon shall only be taxed as other property.

IV. MINING DISTRICTS:

Section 3831. It shall be the duty of the county clerk of any county, upon the receipt of notice of a miners' meeting organizing a miners' district in said county, with a description of the boundaries thereof, to record the same in a book to be kept in his office as other county records, to be called a "book of record of mining claims,' and upon the petition of parties interested, he may appoint a deputy for such district, who shall reside in said district or its vicinity, and shall record all mining claims, and water rights in the order in which they are presented for record, and shall transmit a copy of such record at the end of each month to the county clerk, who shall record the same in the above mentioned book of record. for which he shall receive one dollar for each and every claim. It shall further be the duty of said county clerk to furnish a copy of this law to his said deputy, who shall keep the same in his office, open at all reasonable times for the inspection of all persons interested therein.

Sec. 3832. Miners shall be empowered to make local laws in relation to the possession of water rights, the possession and working of placer claims, and the survey and sale of town lots in mining camps, subject to the laws of the United States.

V. DITCHES AND FLUMES:

Section 3833. Ditches used for mining purposes and mining flumes, permanently affixed to the soil, shall be and the same are hereby declared real estate, during the time the same shall be used for that purpose: provided, that whenever any person, company or corporation, being the owner or proprietor of any such ditch, flume or water right, have or shall abandon the same, and who shall for one year thereafter cease to exercise ownership over said water right, ditch or flume, and every company, corporation or person who shall remove from this State, with the intent or purpose to change his or their residence, and shall remain absent one year without using or exercising ownership over such water right, ditch or flume by a legally authorized agent, shall be deemed to have lost all title, claim or interest therein.

Sec. 3834. The laws relative to the sale and transfer of real estate, and the application of the liens of mechanics and laborers therein are hereby made applicable to said ditches and flumes; provided, that all interests in mining claims known as placer or surface diggings may be granted, sold and conveyed by a bill of sale and delivery of possession, as in case of the sale of personal property: provided further, that the bills of sale or conveyances executed on the sale of any placer or surface mining claim shall be recorded within thirty days after the date of such sale, in the office of the county clerk of the county in which such sale is made, in a book to be kept by the county clerk for that purpose, to be called "the record of conveyances of mining claims."

Sec. 3835. Mortgages of interests in placer or surface mining claims shall be executed, acknowledged, recorded and foreclosed as mortgages of chattels.

COMMERCIAL LAW.

I. ACKNOWLEDGMENTS:

But

All bargains and sales, deeds and conveyances of lands, tenements and hereditaments may be recorded in the recorder's office of the county in which said lands lie. before being recorded, they must be acknowledged before one of the judges of the Supreme Court, or before one of the judges of the Court of Common Pleas, or recorder of deeds, Prothonotary or clerk of any court of record, justice of the peace or notary public of the county wherein the lands lie. Acknowledgments may also be taken before any notary public in any state or territory, or in any foreign country according to the forms required by the laws of Pennsylvania relative to acknowledgments or probate, duly certified under the seal of office of such notary public. A married woman must join in the acknowledgment with her husband, but must be examined, and must acknowledge the deed, separately and apart from her husband. II. ALIENS:

Aliens may purchase and hold real estate in Pennsylvania not exceeding in quantity five thousand acres, nor in net income twenty thousand dollars. Aliens may dispose of such real estate by testament, donation or otherwise. Real estate of aliens shall not escheat or be forfeited to the commonwealth: Provided: That nothing shall be construed to prevent sequestration of real or personal estate of an alien, during the continuance of a war between the United States of America and the state or principality of which such person may be a citizen or subject.

III ASSIGNMENTS:

An insolvent debtor can make a voluntary assignment for the benefit of all his creditors, which is void unless recorded within thirty days after the execution thereof. When the assignment affects real estate it must be recorded in every county where such real estate is located. The assignee must file an inventory and appraisement within thirty days after the execution thereof, and give a bond with two sureties in double the amount of the assignment. He must also file an account of his administration of the assigned estate in the office of the Prothonotary of the Court of Common Pleas, whereupon said court will refer said account to an auditor to hear claims and award distribution of the fund. All claims must be presented before the said auditor or they will be debarred from participation in said fund. A winding up of an

14

assigned estate and payment of a dividend by the assignee does not relieve or discharge the debtor, except to the extent of a payment on account.

Insolvent debtors may prefer by confession of judgment or voluntary transfer of property, unless the same is done for the purpose and with the intent to hinder and defraud other creditors.

A landlord is a preferred creditor to the extent of one year's rent. Wages of miners, mechanics and laborers are preferred claims against a chartered company to the extent of two hundred dollars.

IV. ATTACHMENTS:

Under the Act of March 17th, 1869, and the amendment thereto by Act of May 28th, 1887, the property of resident debtors may be attached; before judgment, upon proof by affidavit that the defendant is about to remove his or her property out of the jurisdiction of the court, with the intent to defraud his or her creditors; or that said defendant has evidence of debt or money, property rights in action or interest in any public or corporate stock which he or she fraudulently conceals; or that said defendant has assigned, disposed of, or removed, or is about to do so, any such property, rights, stocks, or evidences of debt, with intent to defraud his or her creditors; or that the debtor fraudulently incurred the obligation for which the claim is made. This statement

is founded on affidavit of plaintiff proving the existence of his debt, and alleging one or more of the acts of fraud above specified.

A bond with security approved by the court must be entered before writ can issue, conditioned for the payment of all legal costs and damages that the debtor may sustain in case plaintiff fails to prosecute his attachment with effect, and to recover a judgment against the debtor. Attachments of defendant's property in the nature of an execution may issue at any time after judgment. Property of non-resident debtors may be seized under a writ of foreign attachment, on entering security as above specified.

V. CLAIMS AGAINST ESTATES:

All debts owing by any person within this State, at the time of his decease, shall be paid by his executors or administrators, in the manner and order following: 1. Funeral expenses, medicine furnished, medical attendance given during the last illness of the decedent, and servants' wages for a period not exceeding one year preceding. 2. Rents, not exceeding one year preceding. 3. All other debts without regard to quality of same; except debts due the commonwealth, which shall be last paid.

No executor or administrator shall be compelled to pay any debt of a decedent, except such as are by law preferred to rents in the order of payment until one year be fully elapsed from the granting of the administration of the estate.

VI. COURTS:

Courts of record are: 1. The Courts of Common Pleas, having a general jurisdiction over civil suits. 2. The Orphans' Courts, having a general jurisdiction over decedents' estates. 3. The Courts of Quarter Sessions and Oyer and Terminer and General Jail Delivery, having a general jurisdiction over criminal prosecutions. 4. The Superior Court, having a limited appellate jurisdiction. 5. The Supreme Court, having a final appellate jurisdiction. Courts not of record are Justice Courts, having a jurisdiction of civil proceedings not involving questions of title to land, trespass on the case, or property over three hundred dollars in value; also having power to commit criminals to jail or bind them over to appear at Criminal Courts.

IX. DEPOSITIONS:

X. EXECUTIONS:

Executions may be issued as soon as judgment is obtained or at any time within five years. They may issue at any time up to five years from the day judgment was rendered, but after the expiration of that time cannot issue except after a revival of that judgment by a scire facias. Under the act of 1887 an execution can issue simultaneously with the scire facias.

Personal property is bound by the execution from the time of its delivery to the sheriff, but an execution issued by a justice of the peace does not bind until the levy is actually made.

When the execution is against goods on leased premises, the landlord's claim for rent, not exceeding one year prior to time of levy, and the claims of miners, mechanics, laborers or clerks employed by the lessees are first entitled to payment out of the proceeds of the sale. tachment executions may be had against debts due deAtfendant.

In

Stay of execution upon suits in court can be taken by giving security, or under claim of freehold: on all sums of two hundred dollars and under, six months; between two hundred dollars and five hundred dollars, nine months; over five hundred dollars, twelve months. suits before justices of the peace, on sums between five dollars and thirty-three cents and twenty dollars, three months; between twenty dollars and sixty dollars, six months; and over sixty dollars, twelve months.

XI. EXEMPTIONS:

No homestead law. value of three hundred dollars, in addition to wearing Real or personal property to the apparel, Bibles and school books, and a sewing machine, are exempt, but the privilege is only personal and can be waived at any time.

XII. INTEREST AND USURY:

The legal rate of interest is six per cent. terest cannot be collected, provided suit is brought thereUsurious infor within six months after final payment of the debt. Interest is due upon every debt from the time it becomes due and payable. whether secured by judgment or not. The rate is the same on all debts,

XIII. JUDGMENTS:

All buildings, mines, iron-works, bridges, etc., are liable to a lien for the materials used in their erection, alteration, improvement or repair, or furnished under contract with the owner or his contractor; but no lien for repairs may be filed without notice of intention to file the same, given when the work begins, nor for less than twenty dollars. The lien also covers the ground on which the improvement stands, and so much more contiguous as is necessary for reasonable use. under a contract made with a tenant, the written consent If materials are supplied of the owner is needed to make the claim valid. lien takes precedence of every other incumbrance attachThe ing after the commencement of the building. band erects a building on his wife's land with her knowlIf a husedge or consent, a lien will attach for the materials, but must be filed against both husband and wife.

To effect the lien a claim therefor must be filed in the office of the Prothonotary of the Court of Common Pleas within six months after the materials Such claim must set forth the name of the lien claimant. were supplied. of the owner, of the contractor, architect or builder (if the contract was made with such person), the amount claimed, the materials furnished, the dates when fur

nished and the prices, the locality, and such a description of the building or alterations as shall be sufficient to identify it.

The lien is enforced by the issuance of a writ of scire facias to compel payment by sale of the property. This may be done within five years from the time the materials were furnished, but if judgment is not obtained within five years from the issuance of the writ the lien is lost. Agreements between the owner and contractor bind subcontractors, and a stipulation that no lien shall be filed will be enforced.

[Note.-The State of Pennsylvania has many local laws respecting corporations, mines and liens for materials. Some of them only apply to one or two counties. To attempt to give a statement of these many and varied local laws would serve no useful purpose.]

XV. LIMITATIONS:

Contracts, notes and instruments not under seal, trespass, detinue, replevin, six years; action for trespass to person, two years; for slander, one year; judgments, mortgages and sealed instruments will be presumed to be paid after twenty years, but this presumption may be rebutted.

XVI. MARRIED WOMEN:

Property owned by a wife at the time of her marriage, or which may accrue to her during her coverture, may be held and enjoyed by her. as her own separate property, and it is not liable for the debts of her husband. She cannot, however, mortgage, sell or convey her real estate without the joinder of her husband. transfer stocks and bonds of any corporation, and keep She may a bank account and draw money in her own name, on her own check, without the consent of her husband. may acquire and dispose of property, in any trade or She business in which she may engage, or for necessaries, and has the right and power to make contracts and give obligations binding herself therefor.

She can sue and be sued and her husband need not be joined with her as plaintiff or defendant in any action brought by or against her in her individual right. She cannot, however, become an accommodation indorser. guarantor or surety for another. A married woman may dispose of her property by will the same as if she were unmarried.

Where an intestate leaves a widow and issue, the widow is entitled to one-third of the income of the real estate, during her life, and one-third of the personal property absolutely. Where he leaves a widow and no issue, the widow is entitled to one-half the income of the real estate, for life, and one-half part of the personal property absolutely. A widow may take statutory dower in contravention of any will left by her husband.

XVII. MILLS:

of

delinquent), and are redeemable within two years by payment of taxes and costs and twenty-five per cent thereon.

XXII. WAGES:

Suits for wages of manual labor are placed first on trial list in the Court of Common Pleas.

The exemption of the wages of manual labor from attachment cannot be waived. They are exempt for a board and lodging not exceeding four weeks. (For priority in execution see "V. Claims against Estates," and "Corporations.")

Wage-workers must be paid in full, in money, twice in each month. Mining and quarrying companies may not permit, authorize or direct the withholding of wages due employes for the payment of store bills, except in obedience to process of law, and no assignments of future wages are valid. Wages due to the amount of two hundred dollars are a lien upon real and personal property to the extent of the interest of the employer, and are preferred and must be first paid out of the proceeds of a sale of such property. Such claim cannot become a lien upon real estate, unless filed in the Prothonotary's office of the proper county, within three months after the same becomes due. No voluntary assignment for the benefit of creditors may delay a claim for wages more than thirty days.

XXIII. WILLS:

Every person of sound mind may dispose of his or her real estate, whether the same be held in fee simple, or for the life or lives of any other person or persons, and whether in severalty, joint tenancy or common, and also his or her personal estate. Provided: That no will shall be effectual unless the testator was at time of making the same, of the age of twenty-one years or upwards, at which age the testator may dispose of real as well as personal or mixed property, if in other respects competent to make a will. Every will shall be in writing and where the person making same is prevented by the extremity of his last sickness, shall be signed by him at the end thereof, or by some other person in his presence and by his express direction, and in all cases shall be proved by the oaths and affirmations of two or more competent witnesses, otherwise such will shall be void and of no effect. A nuncupative will is good where made in the extremity of last sickness. If the sum or value bequeathed exceed one hundred dollars, it must be proved that the testator, at time of pronouncing bequest, bid the persons present, or some of them, to bear witness that such was his will, or to that effect; and in all cases the foregoing requisites shall be proved by two or more witnesses who were present at the making of such will.

CORPORATIONS.

I. CONSTITUTIONAL PROVISIONS:

The constitution in effect January 1, 1874, provides: 1. That no local or special laws shall be passed by the General Assembly (either directly, or by partial repeal of general laws) affecting liens, changing the law of descent, fixing the rate of interest, providing or changing methods for the collection of debts, regulating trade, mining or manufacturing, incorporating ferry or bridge companies (except for the erection of bridges crossing streams which form boundaries between this and other states), creating corporations, amending, renewing or extending their charters, or granting them any special or exclusive privilege or immunity, or the right to lay a railroad track; nor any laws to limit the amount to be recovered for injuries to person or property, nor the time within which suits may be brought against corporations, which time is the same as that fixed by general laws for similar actions against natural persons, to wit, six years.

2. That the State may not surrender or suspend its power to tax corporations or corporate property, nor authorize municipalities to become stockholders in, furnish money for or loan credit to any corporation.

3. That municipal corporations may not incur indebtedness exceeding seven per centum upon the assessed value of their taxable property; and when they do incur indebtedness, must lay a tax sufficient to pay off said indebtedness, with interest, within thirty years.

4. That a corporation is subject to the right of eminent domain and may not infringe the rights of individuals or the general well-being of the State; nor engage in any business not expressly authorized by its charter; nor hold more real estate than is necessary and proper for its legitimate business; nor issue stocks or bonds except for money, labor done, or money or property actually received: nor increase its stock or indebtedness except in pursuance of general law, nor without the consent of the holders of the larger amount of stock, obtained at a meeting held after sixty days' notice, according to law. All fictitious increase of stock or indebtedness is void.

5. That in all elections of directors or managers of corporations incorporated since the adoption of the constitution, each shareholder may either cast the whole

number of his votes for one candidate, or divide them as he may prefer.

6. That just compensation must be given for property taken by the right of eminent domain, or taken, injured or destroyed by the construction or enlargement of the works of corporations, highways or improvements, such compensation to be paid or secured before such taking, injury or destruction; and the General Assembly may not deprive any person of appeal from any preliminary assessment of damages, but on demand of either party they shall be determined by a jury.

7. Foreign corporations must have in this State at least one known office, and one agent on whom process may be served.

8. That banking laws must provide for the registry and countersigning, by an officer of the State, of all notes or bills designed for circulation, and for the depositing of ample security for their redemption; and no banks shall be chartered for more than twenty years, nor without three months' previous notice, at the intended location, of the intention to apply for such charter.

9. That any association for the purpose, or any individual, may construct and maintain telegraph lines and connect the same with other lines, to be regulated by reasonable and general laws, but no telegraph company may consolidate with or gain control of any competing line. 10. That the General Assembly may alter, revoke or annul any charter when they deem it injurious to the citizens of the State, but not so as to do injustice to the corporators; but no law enacted after the adoption of the constitution shall create, renew or extend the charter of more than one corporation.

11. That associations for the purpose may construct and operate railroads and connect the same at the State line with railroads of other states, and intersect, connect with or cross other railroads, and must receive and transport each other's cars, loaded or empty, without delay or discrimination. Railroads and canals must be public highways, and all railroads and canal companies common carriers. Those organized in this State must keep their books therein. open to the inspection of stockholders and creditors and for the transfer of stock.

12. That undue discrimination by common carriers is forbidden; freight and passenger charges, except for commutation and excursion tickets, must never be greater for any given distance than for a longer one, and no passes shall be given to any except officers or employes. 13. That no railroad or canal company may consolidate with or gain control of any competing line; and no officers or agents may have any interest in contracts for materials or supplies.

14. That common carriers may not engage in any other business, nor hold more real estate than is necessary for their business; but any mining or manufacturing company may own a canal or railroad, not more than fifty miles in length.

15. That street railways may not be constructed without the consent of local authorities.

1. Charters of intended corporations must be subscribed by at least five persons, three of them citizens of the commonwealth; and set forth the name, purpose, term of existence. place of business, number and names of directors of the first year, and names, addresses and number of shares of subscribers.

2. Notice of intention to apply for a charter of the first class, of the objects thereof, and the time and place of intended application must be published in two newspapers of general circulation of the proper county for three weeks, and the petition acknowledged before the recorder of deeds or a notary public, by at least three of the subscribers.

3. The petition must then be presented to a law judge of said county, with proof of publication, and upon examination, approval and indorsement be recorded, with his decree of approval, in the recorder's office.

4. Certificates of corporations of the second class (except building and loan associations) must, in addition, set forth the amount of capital stock, and number and par value of shares, the name and address of the treasurer, and the fact that ten per cent of the capital stock has been paid in cash to him; and the three subscribers making the acknowledgment shall also make an oath or affirmation, to be indorsed on the certificate, that the statements therein contained are true.

5. Certificates must next be presented to the Governor of the State in the same manner in which those of the first class are presented to the judge, and in the same manner approved by him; whereupon letters patent shall issue in the name of said corporation. The original certificate must be recorded in the office of the secretary of the commonwealth (on the payment of $5), and in the recorder's

office of the proper county, and an abstract thereof furnished to the auditor-general, to be recorded in his office. 6. Purchasers at judicial sales of the property and franchises of corporations are invested with the same, on condition that said purchasers accept Article XVI of the constitution, meet and organize within thirty days of such sale, and furnish a certificate containing the date of organization, name and other facts concerning the new corporation to the Secretary of State for record in his office. 7. Executors and trustees may, with the consent of the beneficiaries, either by themselves or with others, organize second-class corporations.

IV. RENEWAL AND AMENDMENT OF CHARTERS: 1. Charters may be renewed in the same manner in which new ones are granted, but must set forth the fact of renewal, the name of the corporation, the date of the original charter, a certificate under the corporate seal showing the consent of a majority in interest, its financial condition, its acceptance of the provisions of the constitution and the statute, and its surrender of all privileges granted by the original charter not given to corporations of its class by law. 2. First-class corporations may be consolidated and their charters amended by decree of the Court of Common Pleas of the proper county, upon examination and approval by said court. 3. Charters of second-class corporations may be amended by letters patent, to be issued by the Governor, and recorded in the office of the secretary of the commonwealth, after notice of their intention has been published in two newspapers of the proper county, once a week for three weeks, setting forth the character and objects of the amendments; and a certificate, setting forth as aforesaid, has been examined and approved by the Governor. But the charters of gas and water companies may not be altered so as to encroach upon territory covered by any other similar company.

V.

POWERS:

1. To have succession by their corporate name, perpetually, or for the period named in their charters. 2. To maintain and defend judicial proceedings. 3. To have and use a common seal, to be altered at pleasure. 4. To deal in real estate, within certain limits. 5. To appoint and remove subordinates, and arrange their compensation. 6. To enter into any obligations necessary to the transaction of their ordinary affairs. 7. To make by-laws (not inconsistent with law) prescribing times and places of meeting, powers and duties of officials, and penalties for the breach of the latter, not exceeding twenty dollars. 8. To issue certificates of stock under the corporate seal, signed by the president and countersigned by the treasurer, transferable subject to payments due thereon, with all the rights, liabilities, etc.. of the original holders, but stockholders indebted to a corporation may not transfer their stock without the consent of the directors. 9. To issue preferred stock, and to issue deferred and paid-up stock in payment or exchange for real and personal property, but when stock is given for property it must be so stated in the certificate. 10. To lay assessments upon the not to exceed shares amount at which such shares were originally limited. 11. To increase the capital stock (after the amount thereof is fully paid in) to the amount of thirty million dollars, by a vote, by ballot, of the stockholders, at a meeting held (after notice published once a week for sixty days) at the chief office in the State, called by resolution of the board of directors. If the vote be in favor of increase, return must be made, under oath, to the auditor-general, and to the secretary of the commonwealth to be recorded in his office. 12. In case of second-class corporations, to reduce their stock in the manner provided by law, or change its par value, or entirely dispose of their stock to other corporation; but no corporation, except iron, steel and oil mining companies, may buy stock of other corporations, except iron or steel companies, or hold the same, except as collateral security for a prior indebtedness, and no other corporation shall hold the majority of stock of any common carrier. 13. To borrow money (at not more than six per cent interest) by issuing bonds, secured by mortgages to trustees for bondholders to an amount not exceeding (except in certain classes of corporations having power to the to amount of borrow double their stock) of the capital one-half stock Το paid in. 14. change, by election, the location of the principal office within the limits of the commonwealth. 15. To invest their surplus or other funds in certain specified securities. (Act of March 31, 1868, Section 1.) 16. To surrender any of their powers or to be dissolved on approval and by decree of court. 17. To have special policemen appointed by the Governor. 18. In case of exhibition companies, to mortgage all their property and franchises; chattel mortgages to be acknowledged, recorded and sued out the same as those on real estate, and if such property and franchises be sold, the purchasers to have the same rights, etc., as the original companies. 19. In case of corporations specially authorized by law (such as railroad and canal companies), to take land by the right of eminent domain. 20. In case of ship-building companies, to increase their capital stock to the amount of five million dollars, and receive necessary property in payment thereof. 21. A recent act of assembly gives corporations of the

first class (not for profit) the right to issue stock to the amount of two hundred and fifty thousand dollars in shares of the par value of fifty dollars.

VI.

ELECTION OF OFFICERS:

1. Corporations must have a board of directors or trustees (one of whom must be president), a clerk, a treasurer, and such other officers as they choose; the directors to be elected annually, by the stockholders or members, and the time and manner of choice of directors and other officers to be regulated by the by-laws. A majority of the directors shall always constitute a quorum.

2. Officers conducting corporation elections shall take an oath and be subject to the same penalties for its violation as the general election of officers of the commonwealth, and an election held by an officer not so sworn may be set aside and a new election ordered.

3. All elections must be by ballot, each share representing one vote; the stock books shall be evidence of the right to vote, and the beneficial owner be preferred to the one in whose name the stock stands.

4. In case of vacancies, in any offices, the remaining directors may fill the same till the next election.

VII. LIABILITY OF STOCKHOLDERS:

Except in corporations specially provided for by statute, stockholders are individually liable for labor done for corporations, to the amount of the stock they hold, but only when the property of the corporation in the county is not sufficient to satisfy the claims; and holders of paidup stock are not liable for more than six months' wages. VIII. DAMAGES:

Damages for property taken must be assessed by five viewers appointed by the Court of Common Pleas, upon whose award judgment shall be entered when approved by said court; but in case of failure to agree, the corporation may give a sufficient bond for the payment of damages, whereupon the right to take possession immediately vests in said corporation.

IX. ACTIONS:

1. Notices and process may be served upon the president or other principal officer, cashier, treasurer, secretary, chief clerk or toll gatherer, of any corporation, or, in their absence from the county, upon the agent, and in case of railroads, process may be served upon any manager or director. 2. Corporations having their principal offices out of this State may be sued in any county where their works or real estate are located, or in which any officer or director may reside, and process may be served on such officer or director by publication of a copy of the process for six weeks before return day. 3. The sheriff of any county where any corporation has property, but no officer or agent, may serve process upon such corporation in any other county. 4. In cases where judgment is rendered against a corporation, and no goods are found to levy upon, and the plaintiff suspects such corporation of having concealed the same to avoid execution, the court in which the judgment was obtained will issue a citation to the officers of said corporation to answer interrogatories, and, if property be found, a writ of sequestration. 5. Writs of execution against corporations may be executed without stay, in any county, and upon franchises besides the property ordinarily subject to levy. 6. Corporations having suspended business, or made a transfer or assignment at time of or after service of process, are excluded from the statute of limitations. 7. Corporations may be restrained by injunctions, in case of injury to private or public rights.

X. FORFEITURE:

Any corporation failing to begin, in good faith, to organize and carry on the business for which it was chartered, and pay up at least one-fourth of its capital stock within two years, and to finish its works within five years, from the date of issuing the letters patent (except when the time is extended by the court), or which, after organization, neglects to use its privileges for five years, thereby forfeits its charter; and the attorney-general bound to proceed against such corporation, except bridge companies, on the application of any citizen.

XI. BONUS:

is

All corporations of the second class, except turnpike, bridge and cemetery companies or building and loan associations, shall pay to the State Treasurer a bonus of the one-quarter of one per cent upon the amount of capital stock, and in case of increase of such stock. the same corporations and also all first-class corporations, not for literary, charitable or religious purposes, must, unless otherwise provided by their charters, pay a like bonus such increase:

XII. TRANSFER OF STOCK:

on