P. L. 78. provement in cities, boroughs and townships of the commonwealth, and for this 29 April 1874 § 2. purpose to enter upon and occupy any public highway with the consent of the local authorities. (q) II. Mode of incorporation. 6. The charter of an intended corporation must be subscribed by five or more 29 April 1874 § 8. persons, three of whom at least must be citizens of this commonwealth, and shall set forth I. The name of the corporation.(r) II. The purpose for which it is formed.(s) III. The place or places where its business is to be transacted.(t) IV. The term for which it is to exist. V. The names and residences of the subscribers and the number of shares subscribed by each. VI. The number of its directors, and the names and residences of those who are chosen directors for the first year. VII. The amount of its capital stock, if any, and the number and par value of shares into which it is divided. P. L. 75. What to be set forth in the charter. 7. Notice of the intention to apply for any such charter shall be inserted in two Notice of applicanewspapers of general circulation, printed in the proper county, for three weeks, tion. setting forth briefly the character and object of the corporation to be formed, and the intention to make application therefor.(u) 8. The said certificates of incorporation of the first class shall be acknowledged by at least three of those who subscribe to them, before the recorder of deeds(v) Certificates of first of the county in which the business of the corporation is to be transacted, to class, how acbe their act and deed, and the same being duly certified under the hand and knowledged and official seal of the said recorder of deeds, shall be presented to a law judge of approved. the said county, accompanied by proof of the publication of the notice of such application, who is hereby required to peruse and examine said instrument, and if the same shall be found to be in the proper form, and within the purposes named in the first class specified in the foregoing section, and shall appear lawful, and not injurious to the community, he shall indorse thereon these facts, and shall order and decree thereon that the charter is approved, and that upon the recording of the said charter and order, the subscribers thereto and their associates, shall be a corporation for the purposes and upon the terms therein stated; and the To be recorded. said order and charter shall be recorded(w) in the office for the recording of deeds in and for the county aforesaid, and from thenceforth the persons named therein and subscribing the same, and their associates and successors, shall be a corporation by the name therein given. cates of the second 9. The certificate for a corporation embraced within the second class named in Form of certifithe foregoing section, shall set forth all that is hereinbefore required to be set class. (q) This is an amendment by the act of 10 June 1893, P. L. 435, which act is one of the clumsiest pieces of legislation which has ever come to the compiler's notice. The governor in his approval of the act calls attention to the clumsy character of its transcription and says: "I have given my approval to this bill, notwithstanding certain clumsiness and carelessness on the part of the transcribing clerks, by which, in the copy presented for my signature, certain paragraphs in the re-enacting clauses have been unnecessarily repeated. In the copy as prepared for my approval, the first seven classes of corporations not for profit and the twenty-fourth have been written into the bill in addition to such re-enactments as were required. The real purpose of the bill, viz., to provide for the incorporation of sewer and drainage companies, is one which meets my approval, and I, therefore, have affixed my signature to the bill, notwithstanding the defects to which I call attention, and which can do no greater harm than to disfigure the statute books. None the less the existence of them reflects on the competency of the transcribing clerks, if not on the strict attention to duty reasonably expected of the committees to compare bills. The condition of this and some other bills submitted to me, with like defects, affords additional grounds for condemnation of the usual procedure of passing bills with undue haste and recklessness during the closing days of the session." There is a still more serious criticism of this act which may create considerable litigation. The act not only adds the twentyfifth clause as above, but also re-enacts the other twenty-four clauses of the act of 29 April 1874, P. L. 75, as originally enacted, and without noticing any of the subsequent amendments which have been made to the various clauses. Whether such re-enactment of the original act operates as a repeal of such subse quent amendments must be left to the future action of the judicial tribunals; it is very evident, however, that such repeal was never intended, but that the only purpose of the bill was to provide for the incorporation of sewer and drainage companies. (r) The corporate name should be entirely distinctive from that of any other association incorporated in the same locality. Presbyterian Church of Harrisburg, 2 Gr. 240. First Baptist Church, 3 Haz. Pa. Reg. 225; s. c. 1 Ibid. 75. Jour (s) The objects must be so far defined, that the court can be assured that they are such as can fairly be presumed to fall within the meaning of the law. National Literary Association, 30 P. S. 150. And see Philadelphia Artisans' Institute, 8 Phila. 229. nalists' Fund of Philadelphia, Ibid. 272. Independent Order of the Silver Star, i Luz. L. Reg. 768. The application of the funds must be restricted to the objects of the association; and the rights and duties of the members must be defined. German General Beneficial Association, 30 P. S. 155. (1) Enterprise Mutual Beneficial Association, 10 Phila. 380. (u) The notice must state correctly and briefly the character and object of the corporation, and also the time when the application will be made. Parrish Methodist Episcopal Church, 21 Pitts. L. J. 204. Enterprise Mutual Beneficial Association, 10 Phila. 380. In Philadelphia, the notice must be published in two newspapers, in addition to the Legal Intelligencer. Application for Charter, 11 Phila. 200. (v) But see the act 15 April 1891, P. L. 18, infra 10, which allows an acknowledgment before a notary public. (w) This is intended to be a condition precedent to corporate existence. Guckert v. Hacke, 34 W. N. C. 41. 29 April 1874 § 3. forth, and except building and loan associations, shall also state that ten per P. L. 75. How acknowledged and approved. To be recorded in the secretary's office, and office recorder. Copies to be evidence. Fees. 15 April 1891. P. L. 18. of centum of the capital stock thereof has been paid in cash to the treasurer of the intended corporation, and the name and residence of such treasurer shall be therein given. The same shall be acknowledged by at least three of the subscribers thereto, before the recorder of deeds(w) of the county in which the chief operations are to be carried on, or in which the principal office is situated, and they shall also make and subscribe an oath or affirmation before him, to be indorsed on the said certificate, that the statements contained therein are true. The said certificate, accompanied with proof of publication of notice as hereinbefore provided, shall then be produced to the governor of this commonwealth, who shall examine the same, and if he find it to be in proper form and within the purposes named in the second class, specified in the foregoing section, he shall approve thereof and indorse his approval thereon, and direct letters-patent to issue in the usual form, incorporating the subscribers and their associates and successors into a body politic and corporate, in deed and in law, by the name chosen; and the said certificate shall be recorded in the office of the secretary of the commonwealth, in a book to be by him kept for that purpose, and he shall forthwith furnish to the auditor-general an abstract therefrom, showing the name, location, amount of capital stock, and name and address of the treasurer of such corporation; the said original certificate, with all of its indorsements, shall then be recorded in the office for the recording of deeds, in and for the county where the chief operations are to be carried on ;(x) and from thenceforth the subscribers thereto, and their associates and successors, shall be a corporation, for the purposes and upon the terms named in the said charter. Certified copies of both the records thereof and of the charters of the corporations named in the first class, specified in the foregoing section, shall be competent evidence for all purposes in the courts of this commonwealth. The secretary of the commonwealth shall charge and receive a fee of five dollars upon every paper relating to a corporation filed or recorded in his office. 10. From and after the passage hereof, all certificates of association or articles of incorporation may be acknowledged and sworn to before a notary public of the commonwealth of Pennsylvania, in the same manner, and with like force and be acknowledged effect, as though acknowledged and sworn to before the recorder of deeds of the proper county. Certificates of in corporation may before a notary. 20 Feb. 1854 § 3. P. L. 91. Limitation of income. 22 April 1889. P. L. 42. Executors and trustees may organize corporations and accept stock therein. Ibid. How proceeds of the trust estate may be held. Ibid. shall consent in writing. 11. It shall be the duty of the court in granting a charter of incorporation for any purpose, to limit the yearly income of such corporation, other than from real estate, to such sum as in the opinion of the court will not be injurious or prejudicial to the community. III. Who may be corporators. 12. Corporations for profit may be organized by executors or trustees acting under a will authorizing or directing them to carry on or continue a business of the testator without any other purpose than that of winding up the same, in the usual manner, whenever the business is such that a charter could have been obtained by the testator, to conduct the same, under the then existing laws of this commonwealth. And the executors or trustees may unite with others in the organization of such corporations, and contribute the property, the legal title to which is vested in them, as capital to the corporations on terms to be agreed upon by the associates, and accept stock in the corporations in lieu thereof. 13. The whole of the proceeds of the trust estate, whether contributed or sold, and whether paid for by shares or money, shall be held on the same uses and for the same trusts and persons, and subject to the same powers, as the estate and property was held for or under before the organization. 14. All persons having a beneficial interest, vested or contingent, who are in Persons of full age being at the time of such organization and are of full age, shall consent in writing to the organization. All persons who are in being and interested, immediately or contingently, if under age or non compos mentis, shall, by a guardian or committee to be appointed for that purpose, consent. The husbands of all married women interested, if not living separate and apart, shall consent. Consent of minors Orphans' court to sanction the organization. Guardians not re quired to give security. Compensation. 24 Feb. 1859 § 1. P. L. 75. 15. The orphans' court of the county shall, upon petition, inquire into the circumstances and give their sanction to the terms and conditions of the organization. In appointing guardians or committees to inquire and consent under this act, no security shall be demanded, nor shall such guardians or committees be entitled to receive any property of the beneficiary, other than the compensation for his services ordered by the court. 16. It shall be lawful for the courts to permit married women to be incorporated with others, in any institution composed of women, or to be under their man (w) But see the act 15 April 1891, P. L. 18, infra 10, which allows an acknowledgment before a notary public. (z) An omission to record the charter in the office for recording of deeds, does not render it absolutely void. West Harrisburg Loan and Building Association v. Morganthal, 2 Pears. 343. But see Guckert v. Hacke, 34 W. N. C. 41. agement, for the care and education of children, or for the support of sick or indigent 24 Feb. 1859 § 1. women. P. L. 78. be corporators. 17. In all cases married women shall be deemed and held qualified, or free Married women to from any disability on account of coverture, for appointment and acting as corpo- 9 April 1879 § 1. rators or officers of all associations incorporated heretofore, or that may be hereafter incorporated, for purposes of learning, benevolence, charity or religion.(y) IV. Registration of charters. P. L. 16. Married women may be corporators and officers of certain corporations. 18. No institution or company incorporated by or under any law of this com- 21 April 1858 § 3. monwealth, shall go into operation without first having the name of the institution P. L. 420. registered in the or company, the date of incorporation, the place of business, the amount of capital No company to go paid in, and the names of the president and cashier or treasurer of the same, regis- into operation until tered in the office of the auditor-general; and any such institution or company, who auditor-general's shall neglect or refuse to comply with the provisions of this section, shall be sub- office. ject to a penalty of five hundred dollars, which penalty shall be collected on an Penalty for negaccount settled by the accountant officers, as taxes on bank dividends are now settled and collected.(z) lect. P. L. 75. 19. No corporation of the second class shall go into operation without first hav- 29 April 1874 § 26. ing the name of the institution or company, the date of incorporation, the place of business, the amount of capital paid in, and the names of the president and treas- Corporations of the urer of the same, registered in the office of the auditor-general; and any such in- second class to be stitution or company which shall neglect or refuse to comply with the provisions of this section, shall be subject to a penalty of five hundred dollars, which penalty shall be collected on an account settled by the auditor-general and state treasurer, as taxes on capital stock are settled and collected. V. Publication of charters. registered. P. L. 107. 20. It shall be the duty of the secretary of the commonwealth to prepare and 29 April 1874 § 45. publish, with every edition of the pamphlet laws, a certified list of all charters of incorporation filed in his office, and incorporated under the provisions of this act, List of charters to stating the style, title, purpose and location of every such corporation, and he shall be published. prepare and publish a complete alphabetical index to the same. VI. Letters-patent. P. L. 186. 21. Upon the application of the president and secretary of any corporation here- 15 May 1874 § 1. tofore or hereafter created under any general or special law of this commonwealth, accompanied by due proof that said corporation has complied with all the conditions When lettersprovided by law and the constitution to enable it to have a corporate existence and patent to issue. transact business, it shall be lawful for the governor to issue letters-patent, under the great seal of the commonwealth, in such form as he may prescribe, to such corporation, declaring it to be, and erecting it into a body corporate or politic in deed and in law. VII. Effect of incorporation. P. L. 75. 22. The incorporation of any association of persons for the purposes named in 29 April 1874 § 25. this act, or accepting the same, shall be held and taken to be of the same force and effect as if the powers and privileges conferred, and the duties enjoined, had been Effect of incorporaconferred and enjoined by special act of the legislature; and the franchises granted tion. shall be construed according to the same rules of law and equity as if it had been created by special charter; and no modification or repeal of this act shall affect any franchise obtained under the provisions of the same. VIII. Duration of charters. P. L. 75. 23. The charters for incorporations named in this act may be made perpetual, or 29 April 1874 § 4. may be limited in time by their own provisions; and the general assembly reserves the power to revoke or annul any charter of incorporation granted or accepted Duration of under the provisions of this act, whenever, in the opinion of the said general charters. assembly, it may be injurious to the citizens of this commonwealth, in such manner, Power to revoke. however, that no injustice shall be done to the corporators or their successors. IX. Amendment of charters. P. L. 106. 24. As often as the corporations named in the first class, specified in the second 29 April 1874 § 42. section of the act to which this is a supplement, including all such corporations How charters may now in existence, and academies, colleges and universities, shall be desirous of be amended. (y) A married woman is not competent to be one of the five subscribers to a certificate for a corporation of the second class. New Century Club Society, 9 C. C. 355. (z) Repealed by act 1 May 1868, P. L. 108, and reenacted by acts 24 April 1874, P. L. 68, and 7 June 1879, P. L. 112. See Association v. Fenner, 13 Phila. 107. P. L. 106. 29 April 1874 § 42. improving, amending or altering the articles and conditions of their charters, (a) it shall and may be lawful for such corporations, respectively, in like manner to specify the improvements, amendments or alterations which are or shall be desired, and exhibit the same to the court of common pleas of the proper county in which said corporation is situated as aforesaid; when, if said court shall be of opinion such alterations are or will be lawful and beneficial, and do not conflict with the requirements of the statute to which this is a supplement, or of the constitution, it shall be the duty of said court to direct notice to be given, as provided in the third section of the act to which this is a supplement, of such application, and after decree made, and such amendments are recorded, the same shall be deemed and taken to be a part of the charter of the said corporation.(b) Ibid. Consolidation of corporations. 13 June 1883 § 1. P. L. 122. Power to amend. Ibid. § 2. 25. And if any two or more such corporations shall desire to consolidate and merge with each other, or one or more within the other, upon application to the court of common pleas of the county in which the corporation is situated, into which the one or more desired to merge or become consolidated with the same, proceedings shall take place as are required on an application to amend; and upon decree being made by said court, and the same being recorded in said county, upon the terms specified in said application, the said corporations, with all their rights, privileges, franchises, powers and liabilities, shall merge and be consolidated into, by the name, style and title given to the same in such degree, and upon the terms, limitations, and with the powers stated and conferred in said application and decree.(c) 26. When any corporation, formed for any of the purposes named in the second class of section two of the act to which this is a supplement, or embraced in that class by any of its supplements, and which shall have been, or may hereafter be, incorporated under the provisions of that act or its supplements, as also any corporation of the second class which has heretofore or may hereafter accept the provisions of said act and the several supplements thereto, and the constitution of this commonwealth, in the manner provided by law, shall desire to approve, amend or alter the article and conditions of the charter or instrument upon which said corporation is formed and established, it shall and may be lawful for such corporation to apply to the governor of this commonwealth for such improvement, amendment or alteration, in the manner provided by this act. 27. The corporation desiring such improvement, amendment or alteration shall Notice of applica- give notice of the intention to apply therefor, in two newspapers of general circulation, printed in the county wherein the principal office or place of business of said corporation is located, once a week for three weeks, setting forth briefly the character and objects of the desired improvements, amendments or alterations, and the intention to make application therefor. (d) tion to be published. amendments, &c., To be sent to the governor, with proof of publication. His duties. Ibid. § 3. 28. The said corporation shall prepare a certificate, under its corporate seal, setCertificate of char- ting forth the character and objects of the proposed improvement, amendment or acter and object of alteration of their charter, or the instrument upon which said corporation is formed or established, acknowledged by the president and secretary of said corporation, before the recorder of deeds of the county wherein such corporation has its principal office or place of business; which certificate, together with proof of publication of notice as hereinbefore provided, shall then be produced to the governor of the commonwealth, who shall examine the same, and if he find it to be in proper form, and that such improvements, amendments or alterations are or will be lawful and beneficial, and not injurious to the community, and are in accord with the purposes of the charter, he shall approve thereof and indorse his approval thereon, and direct letters-patent to issue in the usual form, reciting the said improvements, amendments or alterations; and the said certificate shall then be recorded in the office of the secretary of the commonwealth, and with all its indorsements, shall then be recorded in the office for the recording of deeds in and for the proper county where the principal office or place of business of said corporation is located; and from thenceforth the same shall be deemed and taken to be a part of the charter or instrument upon which said corporation was formed or established, to all intents and purposes, as if the same had originally been made a part thereof: Provided, That nothing herein contained shall authorize the amendment, alteration, improvement or extension of the charter of any gas or water company so as to interfere with or cover territory previously occupied by any other gas or water company. Letters-patent to issue, reciting amendments, &c. Certificate to be recorded. Exceptions. Ibid. § 4. Effect of amendments. 29. Nothing in this act contained shall be construed to repeal or authorize the repeal of any of the requirements or restrictions of the said act of April 29th, (a) This, it seems, includes a change in the corporate name, which was especially provided for by the act of 20 April 1869, P. L. 82. See The Fidelity Mutual Aid Association, 12 W. N. C. 269; 16 Ibid. 510, Presbyterian Church of Bloomfield, 107 P. S. 543, 17 W. N. Č. 97, recognizing the act of 1869 as in force. A change of name of a corporation, other than an insurance company, must be effected under the act of 1869. Martin Company, 1 C. C. 62. P. L. 122. 1874, and its supplements, nor to dispense with any of the provisions of the said 18 June 1883 § 4. act, nor to authorize the right of eminent domain to be given to any corporation by amendment of its charter, nor to permit any change in the objects and purposes of such corporation as shown by its original charter. (e) X. Renewal of charters. P. L. 75. 30. Corporations created by or under the laws of this state, embraced within 29 April 1874 § 40. either of the classes named in section two of this act, the charters whereof are about to expire by lapse of time from their own limitation, may be rechartered, or the Renewal of charcharters thereof renewed, under the provisions of this act, by preparing, having ters. approved and recorded, the certificate named in said section for the class of corporation of which the same is one. In addition to the requirements provided in this act for a new corporation, the certificate for a recharter shall state the fact that it is a renewal of the former charter, naming the corporation and the date of its first charter; it shall also be accompanied with a certificate, under the seal of the corporation, showing the consent of at least a majority in interest of such corporation to such recharter; it shall also state the financial condition of the said corporation at the date of such certificate, showing capital stock paid in, funded debt, floating debt, estimated value of property and cash assets, if any; it shall expressly accept the provisions of the constitution of this state and of this act, and expressly surrender all privileges conferred upon such corporation by its original charter, that are not enjoyed by corporations of its class under this act or general laws of this commonwealth. From the date of recording of such certificate, if the corporation Effect of renewal. be of the first class named in section two of this act, and from the date of letterspatent, if of the second class, the said rechartered corporation shall be and exist as a new corporation, under the provisions of this act and of its said renewed charter; and all of the rights, privileges, powers, immunities, lands, property and assets of whatever kind or character the same may be, possessed and owned by the said original corporation, shall vest in and be owned and enjoyed by the said rechartered corporation, as fully and with like effect as if its original charter had not expired, save as herein and by said certificate expressly stated otherwise; and all suits, claims and demands by said corporations in existence at the date of such recharter, shall and may be sued, prosecuted and collected, under the laws governing the said corporation prior to its recharter, and all claims and demands of every nature and character in existence at said recharter, may be collected from and of the said rechartered corporation, as fully and with like effect as if no change had taken place. XI. Forfeiture, abandonment and revocation. P. L. 45. feiture of fran 31. In all cases in which, heretofore, any privileges or immunities have been 1 April 1870 § 1. granted to any corporation, by any act of the general assembly of the commonwealth, upon terms and conditions in such act prescribed, for the knowing and Attorney-general intentional neglect or refusal to perform and comply with which terms and con- to proceed for forditions, a forfeiture or determination of such privileges or immunities is provided chises, on comfor in the act, it shall be the duty of the attorney-general of the commonwealth, plaint of parties upon complaint made to him by any party whose rights or interests are affected affected. by such neglect or refusal, to institute forthwith proceedings, in a court of competent jurisdiction, to ascertain the fact of such neglect or refusal; and if such neglect or refusal shall be adjudged by such court to have occurred, then and in such case, all the rights, privileges, powers and immunities granted to said corporation, upon such terms and conditions, shall forthwith cease and determine; thereupon the governor of the commonwealth shall provide such organization as may be needful to manage any such property, until otherwise directed by the legislature: Provided, however, That all expenses incident to the management thereof shall be paid from its own proceeds; and nothing in this act contained shall be deemed as authorizing any liability against, or expenditure by the commonwealth of Pennsylvania: Provided, That when proceedings under the provisions of this Appeals. act are commenced in any court other than the supreme court, the right of appeal Bridge companies to the supreme court shall exist, to either party, as in other cases: Provided fur- excepted. ther. This act shall not apply to bridge companies. Payment of costs. P. L. 123. 32. Any corporation of the second class, created under the provisions of the act 13 June 1883 § 5. to which this is a supplement, or any of its supplements, that shall not, within two years from the date of its letters-patent, proceed in good faith to organize and to do When charters to the things contemplated by its charter, and have paid up at least one-fourth of its be deemed forcapital stock, shall be held and deemed to have forfeited its charter; and the Duties of attorneyattorney-general shall, on the application of any citizen, take the proper legal steps general. (e) This act devises a new tribunal for the amendment of charters, and the act of 20 April 1869 is thereby rendered useless. Fort Pitt Building and Loan Association v. Model Plan Building and Loan Association, 33 W. N.C. 457. The "Citizens' Trust Tax Indemnity and Surety Company" was permitted to amend its feited. name by striking out the words "Tax Indemnity and this, notwithstanding the protest of the "City Trust Safe Deposit and Surety Company." Matter of the Citizens' Trust Tax Indemnity and Surety Company, 9 C. C. 366. |