27 May 1841 § 4. P. L. 397.

Brokers not to use

more than one

exchange broker or bill broker, as aforesaid, for the unexpired term in said commission named; but no such individual or copartnership, legal representative or assignee, shall use or occupy at the same time, more than one office or place of business for the transaction or exercise of the duties, privileges or occupation, place of business. either of stock broker, exchange broker or bill broker, as aforesaid. It shall, The same person however, be lawful for any individual or copartnership to hold at the same time a may be licensed, as stock, exchange commission as stock broker, a commission as exchange broker, and a commission and bill broker. as bill broker, upon payment into the treasury as aforesaid, of the respective amounts herein before stipulated for the respective commissions.

Ibid. § 5.

without license.

6. No individual or copartnership, other than those duly commissioned under the provisions of this act, shall use or exercise the business or occupation of a stock broker, or an exchange broker, or a bill broker, under a penalty of five hun- Penalty for acting dred dollars for each and every offence, to be recovered as debts are by law recoverable, one-half for the use of the commonwealth, and the other half for the use of the guardians of the poor, in the city or county where such offence shall have been committed.(y)

amounts received

7. It shall be the duty of the respective county treasurers aforesaid, in the Ibid. § 7. months of July and December, in each and every year, to furnish to the auditor- County treasurers general a statement of the amount received by them, for the use of the common- to furnish annual wealth, in pursuance of this act, and settle their accounts with the auditor-general, statements of in the same manner as public accounts are now settled; and it shall also be the for brokers duty of the said treasurers, upon the settlement of their accounts as aforesaid, to licenses. pay into the treasury of the commonwealth the amount so received by them, for which they shall be allowed commissions, in accordance with the provisions of the 16th section of the act of the 15th April 1834,(z) relating to moneys received sions. and paid by county treasurers, for the use of the commonwealth. And for every And fees. commission granted and indorsement made in accordance with this act, the said county treasurers shall be entitled to charge and receive one dollar, to be paid by the party or parties obtaining the same.

Their commis

P. L. 578.

8. All the provisions of the act, entitled "An act to authorize the licensing of 10 April 1849 § 18. stock brokers, exchange brokers and bill brokers," passed the 27th day of May 1841, be and the same are hereby extended to real estate brokers and to merchan- Real estate and dise brokers.

merchandise brokers.

P. L. 773.

licenses.

9. All stock brokers, bill brokers, exchange brokers, merchandise brokers(a) and 15 May 1850 § 7. real estate brokers, (b) in each and every city and county of this commonwealth, shall be required to pay annually to the use of the commonwealth, for their respec- Tax on brokers' tive commissions or licenses, granted in pursuance of the several acts of assembly now in force relating to the same, upon their annual receipts and commissions, discounts, abatements, allowances, or other similar means in the transaction of their business, three per cent.

10. The appraisers of mercantile taxes appointed under the 5th section of the act of the 16th day of April 1845, entitled “An act to increase the revenues and diminish the legislative expenses of the commonwealth," be and they are hereby authorized and required to ascertain and assess the several brokers aforesaid, according to the amount of business done by them respectively, in the same manner as is required of them with regard to vendors of merchandise; and the said several brokers shall be entitled to the same proceedings, on an allegation that they are not properly taxed, as are now provided by the seventh section of the last-recited act in the cases of vendors of merchandise.

Ibid. § 8.

To be appraised.

Ibid. § 9.

11. Nothing in this act shall be held or taken to repeal any obligation, liability, penalty or duty imposed upon any broker by any existing law of this common- How classified. wealth, except only so far as the amount of the tax for a commission or license: Provided, That in classing said brokers, when any individual or copartnership desires to obtain a commission or license to carry on business at the same time in

(2) An unlicensed broker, though subject to a penalty, may nevertheless recover the compensation agreed on. Justice v. Rowand, 30 L. I. 162; s. c. Shepler v. Scott, 85 P. S. 329. Woodward v. Stearns, 10 Abb. Pr. (N. S.) 395; contrà, Costello v. Goldbeck, 9 Phila. 158. It was held otherwise, where he had not taken out a license, under the act of congress. 73 P. S. 198; contrà, Ruckman v. Bergholz, 8 Vroom 438. This, however, appears to be hardly compatible with the decision of the supreme court of the United States, in the License Tax Cases, 5 Wall. 462, where it is held, that the act of congress merely imposes a special tax upon the particular business, but confers no authority for the exercise thereof. An unlicensed real estate broker cannot recover commissions. Johnson v. Hulings, 103 P. S. 498. A state law imposing a tax on exchange and money brokers, is not repugnant to the constitutional power of congress to regulate commerce. Nathan v. Louisiana, 8 How. 73. The 6th section of this act, which prohibited time contracts, was repealed by act 17 April 1862, P. L.

(z) The section here referred to is § 42. See title "County Treasurers."

(a) A factor who sells goods on commission is not taxable as a merchandise broker. Hunter's Appeal, 16 W. N. C. 478.

(b) A real estate broker is one who engages in the purchase and sale of real estate, as a business and occupation, and holds himself out to the public in that capacity. Chadwick v. Collins, 26 P. S. 138. His right to commissions depends not upon a final execution of an agreement for a sale or exchange of properties, but upon a contract concluded through his agency, at the request of one or both of the parties interested. Keys v. Johnson, 68 P. S. 42. Clendenon v. Pancoast, 75 Ibid. 213. Reed v. Reed, 82 Ibid. 420. Inslee v. Jones, Bright. 76. Clapp v. Hughes, 1 Phila. 382. Barnard v. Monnot, 3 Keyes 203. See Redfield v. Tagg, 16 Pitts. L. J. 201. Kellogg v. Conklin, 6 Phila. 177. Longstreth v. Long, Ibid. 179. Brennan v. Perry, 7 Ibid. 242. Pratt v. Patterson, Ibid. 135. Haines v. Bequer, 9 Ibid. 51.

P. L. 778.

15 May 1850 § 9. more than one of the kind of brokers named in the first part of the 6th, (7th) section of this act, the amount of the annual receipts of said individual or copartnership, in each particular order, shall be estimated for the purpose of fixing the class as aforesaid, and separate commissions and licenses shall be issued for each kind of brokers as now provided by law.

16 May 1861 § 1. P. L. 768.

To make annual returns on oath. See amendment

27 June 1895, P. L. 396, Supp. 2526.

ax on receipts.

Appropriated to the sinking fund.

Ibid. § 2.

Statement of names, location and capital to be reported to the auditor-general.

See amendment

27 June 1895, P. L. 396, Supp. 2526.

Ibid. § 3.

Penalty for neglect.

How collected
See amendment
27 June 1895,
P. L. 396,
Supp. 2526.

том у ч. Tax to be additional to license

fee.

8 May 1864 § 1. P. L. 701.

12. Every stock broker, bill broker, exchange broker, real estate broker and private banker in this commonwealth shall, on or before the first Monday of December next, and on or before the same day in each year thereafter, make a written return, under oath or affirmation, to the auditor-general of this commonwealth, in which return he shall exhibit and set forth the full amount of his receipts from commissions, discounts, abatements, allowances and all other profits arising from his business, during the year ending with the thirtieth day of November preceding the date of such annual return, and shall forthwith pay into the state treasury three per centum upon the aggregate amount contained in such return for the use of the commonwealth. All revenues derived from this source are hereby appropriated to the sinking fund, to be applied, under the direction of the commissioners thereof, to the payment of the interest and reduction of the principal of the public debt, in like manner as other revenues appropriated to that fund are now applied. (c)

13. Every stock broker, bill broker, exchange broker, real estate broker and private banker in this commonwealth, whether the business be conducted by an individual or more than one person in partnership, shall, within three months after the passage of this act, and all others who shall hereafter engage in such business in this commonwealth, within sixty days after they commence the same, make a report to the auditor-general in writing, and under oath or affirmation, setting forth the name of the person so employed if an individual, or, if a partnership, the names of all the individuals composing the same, and the name of the firm, the location or place where such business is transacted, and the amount of capital invested therein, if any.

14. Any stock broker, bill broker, exchange broker, real estate broker or private banker in this commonwealth who shall neglect or refuse to make the return and report required by the first and second sections of this act, (d) shall, for every such neglect or refusal, be subject to a penalty of one thousand dollars, which penalty shall be collected on an account settled by the accountant officers, as taxes on bank dividends are now settled and collected, and shall not be relieved from paying the amount which he is liable to pay to the commonwealth, under the provision of the first section of this act, on account of his having been required and compelled to pay the said penalty.

15. All brokers and private bankers shall be required to pay license as heretofore, in addition to the amounts which they shall be required to pay under the provisions of this act.

16. That the auditor-general be and he is hereby authorized and required to examine all cases of penalties incurred under the third section of the act to which this is a supplement, (e) and upon payment of all taxes due to the commonwealth, auditor-general in by any of the parties incurring the same, the collection of the penalty therein named shall be suspended, upon payment of costs by defendant.

Power of the

relation to

penalties.

BUGGERY.

See CRIMES.

(c) This act has no retroactive effect; it is not unconstitutional, because it takes as the measure of taxation, the profits and income of a preceding year; nor does it violate the license granted to brokers, by the state, to carry on that business. Drexel v. Commonwealth, 46 P. S. 31.

(d) A broker who fails to make a return under this

act, is liable to the penalty imposed for such neglect, and not to a single penalty only as for one offence. Commonwealth v. Cooke, 50 P. S. 201. See infra 16.

(e) See supra 14. It may be a question whether or not this badly-drawn act has any prospective operation.

1. Building and loan associations incorporated under the provisions of this act, 29 April 1874 § 37. shall have the powers, and from the date of the letters-patent creating the same, P. L. 96. when not otherwise provided in this act, be governed, managed and controlled as Corporate powers. follows:(g)

2. I. They shall have the power and franchise of loaning or advancing to the Power to loan stockholders thereof the moneys accumulated, from time to time, and the power their funds. and right to secure the repayment of such moneys, and the performance of the other conditions upon which the loans are to be made, by bond and mortgage or other security, as well as the power and right to purchase or erect houses, and to sell, 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 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.(h)

instalments.

3. II. The capital stock of any corporation created for such purposes, by virtue Capital stock. 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 periodical payment of such instalments to be made exceeding two dollars on each share, and said stock may be paid off and retired as the by-laws shall direct; every share of stock shall be subject to a lien for the pay- Lien for unpaid ment 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 stockholders may determine; and any stockholder wishing to withdraw from the said corporation, shall Withdrawal of 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 stockholder shall be entitled, in addition thereto, to legal interest thereon: Provided, That at no time shall more than one-half of

(9) This act does not authorize the erection of corporations for dealing in money. Harmony Building and Loan Association, 6 Phila. 63. An association loaning money to its members, to be used otherwise than for building, is not a building association within the meaning of the act. Jarrett's Erecutor v. Cope, 68 P. S. 67. The purchase by such mutual savingsfund society of notes and bills, at a discount of more than six per cent, is an abuse of their corporate powers, and subjects the charter to forfeiture; but it is no defence to an action on such note or bill. Manufac

stockholders.

turers' and Mechanics' Saving and Loan Co. v. Conover, 5 Phila. 18.

(h) The privileges granted to such corporations are not discounting privileges, within the prohibition contained in the constitution. Schober v. Accommodation Savings-Fund and Loan Association, 35 P. S. 223. Building Association v. Seemiller, Ibid. 225 n. They were held to be liable to taxation under the act of June 1879. Building Association v. Commonwealth, 98 P. S. 54.

P. L. 96.

29 April 1874 § 37. the funds in the treasury of the corporation be applicable to the demands 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. 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 legal representatives of such decedent assume the future payments on the stock.

Officers.

Disposal of funds.

Loans to stockholders.

4. III. 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 corporation, shall be determined by the by-laws, when not provided by this act.

5. IV. The said officers shall hold stated meetings, 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: 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 provide; good and ample security, as prescribed by the by-laws of the corporation, shall be given by the borrower, to secure the repayment 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 in premium, if any, on a resale, and Remedies in case the money may be resold at the next stated meeting; in case of non-payment of instalments or interest by borrowing stockholders, for the space of six months, payment of principal and interest, without deducting the premium paid or interest thereon, may be enforced, by proceeding on their securities according to law.

of non-payment.

Collection of

premiums, fines

and interest.

Not to be dis

to elect.

6. V. 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.(i)

7. VI. No corporation or association created under this act shall cease or exsolved by omission pire, 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 until their successors are duly elected.

Power to purchase

on which they have incumbrances.

8. VII. Any loan or building association incorporated by or under this act, and convey lands is hereby 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 associations to any person or persons not members of the association so selling, are hereby confirmed and made valid.

May purchase and
convey other
lands.

And assign ground-rents.

2 June 1891. P. L. 174.

May borrow money on collat

eral and loan to stockholders.

See amendment

25 June 1895, P. L. 303, Supp. 2529.

9. VIII. 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 associations 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.

10. IX. All land and building associations are hereby authorized to make sale of, and assign or extinguish, to any person or persons, the ground-rents created as aforesaid.

11. In addition to the corporate powers conferred on building and loan associations by the thirty-seventh section of the act of twenty-ninth April, one thousand eight hundred and seventy-four,(k) they shall have the right, when applications for loans by the stockholders thereof shall exceed the accumulations in the treasury, to make temporary loans of such sum or sums of money to meet such demands, not exceeding in the aggregate of such loan at any time fifteen thousand dollars ($15,000), at a less rate of interest than six per centum, and secure the payment of the same by note, bond, or assignment of its judgments and mort

(i) See infra 15. An unincorporated building and loan association cannot recover the premium on its loans. Jarrett's Executor v. Cope, 68 P. S. 67. And see Rhoads v. Hoernersville Building and Savings Association, 82 P. S. 180. Link v. Germantown Build

ing Association, 89 Ibid. 15. Hansbury v. Pfeiffer, 35 L. I. 395.

(k) See United States Building and Loan Association v. Silverman, 85 P. S. 394. Estate of William Brown Building Association, 12 W. N. C. 207. Laurel Run Building Association v. Sperring, 106 P. S. 334.

gages as collateral; said loans to be repaid out of the accumulations in the treasury, as soon as sufficient is paid in and there is no demand therefor by borrowing stock

holders.

2 June 1891.

P. L. 174.

ceived in instal

12. It shall be lawful for any mutual savings-fund, or building and loan associa- 10 April 1879 § 1. tion, now incorporated or hereafter to be incorporated, in addition to dues and P. L. 16. interest, to charge and receive the premium or bonus bid by a stockholder for Premiums for preference or priority of right to a loan, in periodical instalments; and such pre- prior right to mium or bonus so paid in instalments shall not be deemed usurious, but shall be loans may be retaken to be a payment, as it falls due, in contradistinction to a premium charged ments. 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. It shall also be lawful for any mutual savings-fund or Interest in advance building and loan association to charge and deduct interest in advance, in lieu of may be deducted in lieu of premiums. 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, 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 instalments, or whether interest in advance shall be deducted from the loan in lieu of premium or bonus.

Ibid. § 2.

Voluntary with

13. Stockholders withdrawing voluntarily, shall receive such proportion of the profits of the association, or such rate of interest as may be prescribed by the bylaws, any law or usage to the contrary notwithstanding; but payment of the drawals. value of stock so withdrawn, shall only be due when the funds now by law applicable to the demand of withdrawing stockholders 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 previous stated meeting, and have been then and there indorsed as to times of presentation, by the officer designated by the by-laws of the association.(k)

14. 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 provided further, That not less than legal interest shall be credited and allowed to each share so withdrawn and cancelled.

Ibid. § 3.

Involuntary withdrawals.

loans.

Ibid. § 4.

15. A borrower may repay a loan at any time, and in case of the repayment 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 de- Repayment of ducted in advance) 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 one-hundredth of said premium or bonus for each calendar month that has expired since the date of the meeting upon which the loan was made, or if interest in advance, it shall retain only the interest due on the loan up to the time of settlement: 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.

Ibid. § 5.

Payment of instalments, premiums, &c., how enforced.

16. In case of non-payment of instalments of stock, premiums, dues or interest, by borrowing stockholders, for the space of six months, (/) payment 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 exceed the amount it would have required, according to the preceding section, to have voluntarily re- Excess to be repaid the loan, together with all the expenses incurred by the association, such excess paid the borrower. Shall be repaid to such defaulting borrower.(m)

17. Fines or penalties for the non-payment of instalments of dues, interest and bonus or premium, shall not exceed two per centum per month on all arrearages.(n)

18. It shall be lawful for any married woman of full age to hold stock in any of said savings-fund, 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 said associations and bid premiums therefor, and shall also have the right and power to secure such loan by transferring 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:

(k) See United States Building and Loan Association v. Silverman, 85 P. S. 394. Estate of William Brown Building Association, 12 W. N. C. 207. Laurel Run Building Association v. Sperring, 106 P. S. 334. (1) See Barndt v. Greul, 4 Leg. Gaz. 388; s. c. 1 Luz. L. Reg. 737.

Ibid. § 6.

Fines limited.

Ibid. § 7. Married women may hold stock.

(m) Flounders v. Hawley, 78 P. S. 45. Snider's Estate, 34 Leg. Int. 49.

(n) See Marietta Building Association v. Hanlen, 7 Luz. L. Reg. 165.