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P. L. 183.


file same.

at which he acquired title and whether such title be absolute or in trust, or other- 25 May 1893 $ 1. wise qualified, the date of the loss, mislaying or destruction as far as the same can be furnished, and a statement that the petitioner is unable by reason thereof to return such receipt, or to produce the same, and praying for an order on such warehouseman, warehousing company, storage or deposit company, or wharfinger who issued the same, to deliver up to the petitioner the goods,'wares, merchandise, petroleum, grain, flour or other produce, commodity or property for which such receipt was issued and given, without the petitioner being required to produce or return such receipt; whereupon the court shall cause a citation to issue directed to Citation. the warehouseman, warehousing company, storage or deposit company, or wharfinger issuing such receipt, and to such other person or persons, if any, as to the court may seem to have an interest in the matter, requiring them to appear on a day certain to be fixed by the court and show cause why the prayer of said petition should not be granted and why the order and decree prayed for should not be entered. 11. On the return of such citation the court may, in its discretion, after due

Ibid. § 2. consideration, grant the prayer of such petition and may order and direct the

Court may grant warehouse man, warehousing company, storage or deposit company, or wharfinger who issued such receipt, to deliver up to the petitioner the goods, wares, merchandise, petroleum, grain, flower or other produce, commodity or property for which such receipt was given without requiring the production or return of such receipt : Provided, however, That the petitioner shall first execute and file in the office of the petitioner to the prothonotary or clerk of said court a bond with one or more sureties to be execute a bond and approved by the court, which bond shall be taken in the name of the commonwealth of Pennsylvania for the use and benefit of all parties in interest, and shall be taken in such sum as shall be fixed by the court, after due consideration, as to the value of the goods and property so ordered to be delivered as well as to the other circumstances of the case. And upon the filing of such bond and on the Company to deentering of such order and decree by the court said warehouseman, warehousing liver up the goods company, storage or deposit company, or wharfinger who issued such receipt, shall afted bored in tered deliver up to the petitioner the goods, wares, merchandise, petroleum, .grain, flour or other commodity or produce or property for which such receipt was given, without requiring the production or return of such receipt, and shall be fully released and discharged of and from all liability and responsibility whatsoever to any and all persons or parties whomsoever by reason of so doing, and should any person or party be injured by such order or decree, his or their recourse shall be solely upon such bond or against the wrongdoer whose action procured such order or decree. And further provided, That no such decree or order shall in anywise impair or affect Decree not to imany right, lien or claim that such warehouseman, warehousing company, storage or pare any lien of deposit company, or wharfinger, may or shall have upon or against such goods, such goods wares, merchandise, petroleum, grain, flour or other produce, commodity or property for advances, loans, payments, storage, work or services whatsoever. 12. The bond herein provided for shall be conditioned that the petitioner shall

Ibid. $ 3. indemnify all parties interested against any and all loss, or damage, which may accrue to him, her or them, by reason of any order or decree granted or entered on Cond. the prayer of such petition as aforesaid, or by reason of any delivery made upon or under the same, and whenever injury shall be sustained by any person or party Any person injured under or by reason of such order, decree or delivery, actions of debt or of scire may institute acfacias may be instituted on said bond, as often as the circumstances may require, against the petitioner, his surety or sureties, and their respective heirs, executors or administrators, and in each case a judgment shall be entered and execution shall be issued only for such damage as the party plaintiff may have sustained together with the costs of suit. 13. The costs of such proceeding, together with a reasonable allowance to be

Ibid. $ 4, fixed by the court for counsel fee to the respondents, shall in every case arising Costs and counsel hereunder be fully paid by the petitioner before the respondents shall be required tee to respondents

shall be to comply with the order or decree made upon such petition.


Conditions of


6 Feb. 1731. 1 Sm, 194.


1. Erection of bakehouses in Philadelphia regulated. 1. No person after the time aforesaid, within the said city, shall occupy the trade of a biscuit or soft bread baker, but in a bakehouse built of brick or stone, and arched over with brick, if the place will admit thereof, or otherwise to be well ceiled Bakehouses in with plastering; the Hoor of the said bakehouse to be paved with brick or stone; Philadelphia. the crown of the oven to be secured by carrying up the foundation walls square, and tilling the same with gravel or sand at least six inches higher than the top of the oven; and the chimney to be arched in the said bakehouse, without any timber in or near adjoining the same.(L')

(r) The second section of this act imposes a penalty pleas. This act, so far as it related to cooper shops, to be recovered before two magistrates, and the third was repealed by the act 12 April 1828. 10 Sm. 166. section gives a right of appeal to the court of common




V. DIVIDENDS. 1. Banking companies may be incorporated. Arti- 19. Dividends. Individual liability of directors. cles of association.

20. Sworn statement to be made on dividend day. 2. Form of certificate. 3. To be acknowledged and recorded. Copies to

VI. OFFICERS. be evidence. 4. Letters-patent to issue.

21. Agreement to be signed by officers. Bonds. 5. Notice of application to be published.

Suits thereon. 6. Capital stock. Transfers. Individual liability.

22. Cashier not to engage in any other occupation. Penalty.

23. Punishment of embezzlement. II. CORPORATE POWERS. 7. Corporate powers.

VII. GENERAL PROVISIONS. 8. Banking powers.

24. Books to be open to inspection. Minutes of 9. Power to hold real estate.

proceedings of directors.

25. Loans to directors, &c. Lien on shares of III. CAPITAL STOCK.


26. Semi-annual statements to be published. 10. Payment of capital stock.

27. Loans not to be made on stock. Not to hold 11. Increase and reduction of capital.

their own stock. Exceptions. 12. Proceedings against defaulting stockholders. 13. Decrease of capital stock. Not to affect lia

28. Capital not to be withdrawn. No dividends to bility of stockholders. Extent of liability.

be declared in certain cases. Suspended debts. 14. Companies having a fixed capital, partly paid,

29. When companies may go into liquidation.

30. Not to pay interest on deposits. may decrease, and issue full paid certificates. Limi

31. Power to revoke charters. tation. Notice to be published.

32. Existing corporations. IV. ELECTION OF DIRECTORS.

VIII. INSOLVENCY. 15. To be managed by directors. Qualifications. 33. Acts of insolvency. Duties of auditor-general. Oath.

34. Investigation of affairs. Appointment of re16. Annual elections. Vacancies, how filled. Fail- ceiver. ure to elect.

35. Duties of receiver Distribution. 17. Elections regulated.

36. Power to traverse proceedings. 18. List of stockholders.

37. Surrender of securities to receivers or assignees.

P. L. 161.

Articles of association,

Form of certificate.

I. Incorporation of banking companies.(w) 18 May 1876 $ 1. 1. Corporations for carrying on the business of banking may be formed under

the provisions of this act, by any number of persons, not less than three, who Banking compa- shall enter into articles of association, which shall specify the object for which nies may be incor- the association is formed, and may contain any provisions, not inconsistent with porated.

this act, which the association may desire to adopt for the regulation and conduct of its business and affairs; which articles shall be signed by the persons forming such association, and a copy of them shall be forwarded to the attorney-general for his inspection and approval, and if approved by him he shall indorse his approval

thereon, and transmit the same to the auditor-general, to be filed in his office. Ibid. & 2.

2. The persons forming such associations shall, under their hands, make a certificate, which shall specify:

1. Name (subject to the approval of the auditor-general).

II. Location or place of business, particularly designating the county, city, borough or village.

III. Amount of capital stock, and number of shares in which divided.

IV. The names and places of residence of shareholders, and number of shares held by each.

V. A statement that such certificate is made to enable the persons named to form a corporation for banking purposes under this act.

3. This certificate shall be acknowledged before a judge or notary-public; which edged and re- certificate, with acknowledgment certified and authenticated by the seal of such corded.

court or notary-public, shall be transmitted, after approval by the attorney-general

of the articles of association as hereinbefore directed, to the auditor-general, to be Copies to

filed, recorded and preserved in his office. Copies of such certificate, duly certified by the auditor-general and authenticated by the seal of office, shall be conclusive evidence in all courts of the commonwealth, of the existence of such corporation, and of every other matter or thing which could be proved by the production of the original certificate.

To be acknowl


(w) The passage of this act, and of the United P. L. 503, to establish a system of free banking in States banking law, appear to have rendered obsolete Pennsylvania. These acts provided for banks of issue, the acts of 31 March 1860, P. L. 459, and 13 May 1861, on a similar plan to the national banks.

P. L. 161.

4. The auditor-general, upon the receipt of the articles of association, with the 13 May 1876 $ 3. approval thereon of the attorney-general as aforesaid, and the certificate hereinbefore provided, shall certify a copy of such certificate to the governor, who shall Letters-patent to upon receiving the same, cause letters-patent, under the great seal of the common- issue. Wealth, to be issued to the said banking corporation.

5. Before application shall be made under the provisions of this act, for the crea- Ibid. & 4. tion of any corporate body with banking or discounting privileges, or for the re

Notice of applicanewal of the charter or increase of capital thereof, the persons forming the same tion to be pubshall cause a notice of such intended application to be advertised in two news- lished. papers printed in the county in which such corporate body is intended to be located, at least once a week, for three months before such application shall be made; and the notice of such application shall specify the name and style, the location, the specific object for which created, the amount of capital, and in the case of the renewal or extension of any such corporate body, such notice shall also specify the amount of increase of capital stock, if any such increase be intended. If there be only one paper printed in the county in which such corporate body is intended to be located, the publication of such notice in one paper shall be deemed sufficient, but if there be no paper printed in such county, then the notice shall be given in at least one paper published in one of the nearest adjoining counties.

6. No corporation shall be organized under this act with a capital stock of less Ibid. $5. than fifty thousand dollars, divided into shares of not less than fifty dollars each,

Capital stock, which shall be deemed personal property, and transferrible on the books of the corporation in such manner as may be prescribed by the by-laws and articles of association thereof. And every person to whom stock shall be transferred as aforesaid Transfers. shall, in proportion to the shares received, succeed to all the rights and liabilities of the prior holders thereof; and no change shall be made in the articles of association by which the rights, remedies or securities of the existing creditors of the corporation shall be impaired. The shareholders of any corporation formed under Individual liathis act, shall be individually responsible, equally and ratably, but not one for the bility. other, for all contracts, debts and engagements of such corporation, to the amount of their stock therein, at the par value thereof, in addition to the par value of such


P. L. 162,

II. Corporate powers. 7. Every association formed under the provisions of this act shall, from the 13 May 1876 $ 6. date of the letters-patent issued thereto, be a body corporate, but shall transact no business, except such as may be incidental to the purpose of its organization ; and Corporate powers. shall (have) power to adopt a corporate seal, (and) have succession by the name designated in its articles of association for the term of twenty years from the date of the letters-patent, unless sooner dissolved under the provisions of its articles of association, or this act; by its corporate name, it may make contracts, sue and be sued, complain, prosecute and defend, in any court of law and equity, or before any magistrate, as fully as natural persons ; and process against such corporation may be served upon its president or cashier, or by leaving a copy thereof with one of the officers thereof, during the usual hours of business; it shall elect or appoint directors, and by its board of directors, appoint a president, vice-president, cashier and other officers, define their duties, require bonds of them, fixing the penalty thereof, dismiss any of said officers at pleasure, and appoint others to fill their places, and exercise under this act all such power as shall be necessary to carry on the business of banking, by loaning money, discounting, selling, buying or negotiating promissory notes, drafts, coin or bullion, bills of exchange, and all other written evidences of debt and specialties, and transact all such other business as shall appertain to the business of banking; and its board of directors shall have power to designate and regulate the manner in which the stock shall be transferred, directors elected or appointed, officers appointed, its property transferred, and general business conducted ; and all the privileges granted by this act to associations organized under it, shall be by them exercised and enjoyed. The usual business of the corporation shall be transacted at an office or banking house in the place specified. 8. All associations incorporated under the provisions of this act shall have the

Ibid. $ 7. power and may borrow or send money for such period as they may deem proper, may discount bills of exchange, foreign or domestic, promissory notes or other ne

Banking powers. gotiable paper, and the interest may be received in advance, and shall have the right to hold in trust, or as collateral security for loans, advances or discounts, estate, real, personal or mixed, including the notes, bonds, obligations or accounts, of the United States, individuals or corporations, and to purchase, collect and adjust the same, and to dispose thereof for the benefit of the said corporation, or for the payment of the debts as security for which the same may be held: Prorided, That no interest shall be paid, directly or indirectly, for any money deposited with such association, except foreign correspondents, or correspondents in other states, on daily balances, and then at a rate not to exceed three per centum

per annum.

Power to hold real estate.

P. L. 163.


Increase and re

13 May 1876 $ 8. 9. It shall be lawful for any association incorporated under this act to purchase, P. L. 162. hold and convey real estate as follows:

1. Such as shall be necessary for its immediate accommodation in the transaction of its business.

II. Such as shall be mortgaged to it, in good faith, as security for debts contracted previous to the execution of any such mortgage.

III. Such as it shall purchase at sales under judgments, decrees or mortgages held by such corporation, or shall purchase to secure debts due to said corporation.

Such corporation shall not purchase or hold real estate in any other case or for any other purpose than as specified in this section, nor shall it in any case hold the possession of any real estate under mortgage, or the title and possession of any real estate purchased by it, except such as may be necessary for its immediate accommodation in the transaction of its business, for a longer period than fire years.

III. Capital stock. 18 May 1876 $ 9. 10. Before any association incorporated under this act shall commence business,

at least fifty per centum of its capital stock shall be paid in, and the remainder of Payment of capital the capital stock of such corporation shall be paid in instalments of at least ten

per centum on the whole amount of the capital per month, from the time it shall commence business; and the payment of each instalment shall be certified, under

oath, to the auditor-general, by the president and cashier of the corporation. Ibid. § 10. 11. Any corporation formed under this act may provide, in its articles of asso

ciation, for an increase of its capital stock, from time to time, as may be deemed duction of capital. expedient, subject, however, to the regulations of this act; only such maximum

increase shall be allowed as shall be provided for in the articles of association, unless a majority of the stockholders shall formally certify in writing to the auditor-general their consent to a greater increase; and no increase of capital shall be valid, unless the same shall be actually paid in within one year from the date of the written consent as aforesaid to such increase, and notice of such payment transmitted to the auditor-general. And every corporation, by a vote of the shareholders owning two-thirds of its capital stock, may reduce such capital to any sum not below the minimum amount of capital required by this act for such corporations ; before such decrease shall be allowed, notice thereof shall be given to the

auditor-general, and his approval thereto obtained. Ibid. § 11. 12. If any shareholder, or his assignee, shall fail to pay any instalment on the

stock held by him, when the same is required by the by-laws, the articles of assoagainst defaulting ciation, the resolution authorizing such stock, or the provisions of this act, the

directors of such corporations may allot the same to the other shareholders, in the proportion they shall hold shares in the capital stock, or to those who shall desire to take the same; should such shareholders not take the stock of such delinquent shareholder, it shall be sold at public auction to any person who will pay the highest price therefor, and not less than the amount due thereon, and the excess, if any, shall be paid to such delinquent shareholder; before any such public sale shall be made, public notice thereof shall be published for not less than three weeks, in a newspaper of general circulation in the city or county where such corporation is located, and if no newspaper is published in such county or city, then in a newspaper published nearest thereto; if no bidder can be found who will pay the amount due on such stock to the corporation and the expenses of sale, the amount previously paid shall be forfeited to the corporation, and such stock shall be disposed of as the directors may order, within four months from the time of such forfeiture, and if not sold, it shall be cancelled and deducted from the capital of the corporation; and if such cancellation and deduction shall reduce the capital of the corporation below minimum of the capital required by this act, the capital stock thereof shall, within thirty days from the date of such cancellation, be increased to the requirements of this act; in default of such increase, such bank shall be adjudged to have committed an act of insolvency, and its business shall be

closed, as hereinafter provided, in cases of insolvency. 22 June 1893 $ 1. 13. The capital stock of any banking corporation, created by the laws of this

commonwealth, may be decreased from time to time, subject to the provisions of Decrease of capital the act of 11th of June 1879, (x) entitled “ An act to provide for the manner of

decreasing the capital stock of banking corporations:” Provided, That such decrease of the capital stock of any such banking company shall not affect or destroy the liabilities of the stockholders for the indebtedness of such corporations, at the time of such decrease, where they are now liable, under their charters; but

that for all deposits received by banking corporations after such decrease, the Extent of liability. stockholders shall only be liable for the indebtedness of such banking company as

the charter provides. Ibid. $ 2.

14. Whenever any banking company shall have fixed and subscribed a certain capital, but have paid in only a portion of such capital, and have issued capital stock certificates for the amount thus fixed, to each stockholder, subject to assess



P. L. 155.


Not to affect liability of stockholders.

(2) See tit. “Banks.”

P. L. 155.

ment for the unpaid portion, such banking company may decrease the capital of 22 June 1883 $ 2.
such banking company to the amount paid in, and thereupon call in all outstand-
ing capital stock certificates, and issue in place thereof new certificates, fully paid Companies having
and non-assessable for any purpose except only taxation: Provided, That no partly paid, may
banking company doing a general banking business in this commonwealth, shall decrease.
decrease the capital stock of any bank having stock so issued, to less than two And issue full paid

certificates. hundred thousand dollars, nor shall any savings bank, trust company or other

Limitation. savings institution decrease the capital of any institution having stock so issued, to less than fifty thousand dollars : And provided further, That notice of said Notice to be decrease shall be published, in two or more newspapers in the county in which published. said bank is located, for four weeks prior to said decrease.

P. L. 165.

Annual elections.


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IV. Election of directors. 15. The affairs of every corporation organized under this act shall be managed 13 May 1876 $ 12. by not less than five directors, one of whom shall be president and another vicepresident; no cashier, clerk or teller, in any of the corporations organized under To be managed by this act, shall be eligible as a director thereof; every director shall, during his directors. term of service, be a citizen of the United States and a citizen of Pennsylvania; each director shall own in his own right at least ten shares of the capital stock of Qualifications. the corporation of which he is a director; each director when appointed or elected, and before assuming the duties of his office, take an oath that he will, so far as a Oath. duty devolves upon him, diligently and honestly administer the affairs of such corporation, and that he is the bona fide owner in his own right of the number of shares of stock required by this act, subscribed by him or standing in his name on the books of the corporation, and that the same is not hypothecated or pledged in any way as security for any loan or debt; which oath shall be transmitted to the auditor-general to be filed and kept in his office.

16. The directors of any corporation first elected or appointed, shall hold their Ibid. & 13. places until their successors shall be elected and qualified; all subsequent elections shall be held annually on such day in the year as may be specified in the articles of association; and the directors elected on such day shall hold their places for one year, and until their successors are elected and qualified; any director ceasing to be the owner of the requisite amount of stock, or who shall in any


way become disqualified, shall thereby vacate his place; any vacancy in the board Vacancies, how shall be filled by appointment by the remaining directors, and any one so appointed shall act as a director until the next annual election. If, for any cause, an election for directors shall not be held at the time appointed, an election may Failure to elect. be held on a subsequent day, at least thirty days' notice thereof having been given by advertisement in a newspaper published in the city or county where such corporation is located, or if no newspaper is published therein, then in the one published the nearest thereto. If the articles of association do not fix the day on which the election shall be held, the day for election shall be designated by the directors in the by-laws; in case the directors fail to fix a day for the election as aforesaid, two-thirds in value of the shareholders shall designate a day for that purpose. 17. In all elections for directors and otherwise, each shareholder shall be entitled

Ibid. $ 14.
to one vote on each share of stock held by him; shareholders may vote by proxies,
executed in writing. No officer, clerk, teller or book-keeper of the corporation lated.
shall act as a proxy; and no shareholder whose liability is past due shall be allowed
to vote. In all elections for directors of a corporation, organized under this act,
each shareholder may cast the whole number of bis votes for one candidate, or
distribute them upon two or more candidates, as he may prefer.

18. The directors of every corporation under this act shall cause to be kept, at Ibid. $ 15.
all times, a full and correct list of the names and residences of the shareholders
and the number of shares held by each therein, in the office where its business is List of stock-
transacted; and such list shall be subject to the inspection of the shareholders and
creditors of the corporation, and the officer authorized to assess taxes under any
state authority, during business hours of each day in which business may be law-
fully transacted. A copy of this list, on the first Monday in June in each year,
verified by the president and cashier, shall be transmitted to the auditor-general.

Elections regu

V. Dividends. 19. The directors of the corporations under this act may quarterly or semi-annu- 13 May 1876 $ 16. ally in each year, as they may see fit, declare a dividend of so much of the net P. L. 166. profits of such corporation as they shall judge expedient, and pay the same to its Dividends. stockholders, on demand, at any time not exceeding fifteen days after such dividend is declared; but such corporation shall, before the declaration of a dividend, carry at least one-tenth of the net profits of the preceding quarter, if it is a quarterly dividend, and at least one-tenth of the net profits of the preceding half year, to its surplus fund, until such surplus fund shall amount to twenty-five per centum of its capital stock. If the directors of the corporation shall make any dividends

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