P. L. 123.

13 June 1883 § 5. to forfeit and vacate its said charter; but any corporation now in existence shall have two years from the date of this act to do and perform the things by this section required.

16 May 1889 § 2. P. L. 241.

for extension of

time.

33. If any company incorporated under this act, or any of its supplements, shall not proceed in good faith to carry on its work and construct or acquire its When work to be necessary buildings, structures, property or improvements within the space of commenced and two years from the date of its letters-patent, and shall not within the space of completed. five years thereafter complete the same, the rights and privileges thereby granted May apply to court to said corporation shall revert to the commonwealth: Provided, however, That it shall be lawful for any such corporation who shall have proceeded in good faith as aforesaid, at any time before the expiration of the said period of five years, or of any extension thereof, to apply to the court of common pleas in and for the county in which said corporation shall have its principal office for an extension of such time as herein provided. Such application shall be made upon a petition, under the common seal of such corporation and verified by its president or other presiding officer, setting out the grounds of the application, and that the same is made pursuant to a resolution of the board of directors of said company at a meeting called for that purpose, a duly certified copy of which resolution shall be annexed to said petition. Thereupon it shall be the duty of said court to set down said petition for hearing before it upon some day to be fixed by said court, and to direct that notice of such petition shall be given by publication or otherwise as the court shall direct. Upon the day so fixed, or upon such subsequent day or days as the matter may be adjourned to, said court shall proceed to a hearing of said petition, and it being made to appear to said court that the order of notice herein provided for has been complied with, said court may, by order, adjudge and direct that the time of such corporation to complete its necessary buildings, structures, property or improvements shall be extended for a period not exceeding five years beyond the time fixed by law for the completion thereof, and thereupon upon filing a duly certified copy of such order in the office of the secretary of the commonwealth, the time of such corporation to complete its necessary buildings, structures, property or improvements shall be extended as provided in such order: Provided further, That when said buildings, structures, property or improvements are wholly within one county, said application shall be made to the court of common pleas in and for said county.(g)

Court may order extension.

22 March 1871 § 1. P. L. 321.

be deemed abandoned.

34. Whenever any turnpike, plank-road, canal or slack-water navigation or public highway of any company or corporation, incorporated by the laws of this When franchises to commonwealth, for the purpose of making, operating or using the same, has been or shall have been, for the period of five successive years or upwards, decayed, out of repair and unused, for the purposes mentioned in the charter of such company, the same shall be deemed and held to be abandoned, together with all the easements and servitudes incident thereto; and all the rights, privileges and franchises of such company, in respect to the same, shall cease and determine; and such condition and non-user, for the period aforesaid, may be given in evidence in any suit or proceeding wherein the facts of such abandonment may be material, and shall be conclusive proof thereof: Provided, That this act shall not apply to any such company heretofore incorporated, unless the right is reserved in its charter to resume its corporate privileges and franchises in case of the misuse or abuse thereof: Provided, That the provisions of the bill shall not apply to any canal in the counties of Schuylkill, Wyoming, Bradford and Berks, nor to any turnpike or plank-road in the county of Carbon.

Exceptions.

35. Every charter of incorporation granted, or to be granted, shall be deemed and taken to be subject to the power of the legislature, unless expressly waived therein, to alter, revoke or annul the same, whenever in their opinion it may be injurious to the citizens of the commonwealth in such manner, however, that no injustice shall be done to the corporators, and as fully as if the reservation of said power had been therein expressed.(h)

XII. Validation of charters and acts of corporations.

36. Whereas, from technical defects and other causes, a number of the charters of incorporation, the supplements and amendments thereto, heretofore granted by the supreme court, and the several courts of common pleas of this commonwealth, are defective in validity, and thereby the rights of innocent parties joining in or dealing with said corporations may be unjustly affected; therefore, Be it enacted, That all charters of incorporation, the supplements and amendments thereto, heretofore granted by the supreme court and the several courts of common pleas of this commonwealth, are hereby validated and confirmed: Provided, That the provisions of this act shall only apply to such corporations as are actually operating under and transacting business in pursuance and by virtue of such charters, supplements and amendments: And provided further, That said corporations shall hold their

(7) This is an amendment of the act 17 April 1876, § 11. P. L. 37.

(h) See act 29 April 1874, § 4. P. L. 75, supra 23.

P. L. 183.

charters, supplements and amendments, subject to all the requirements and restric- 11 May 1874 §1. tions of the constitution of this commonwealth, and that this act shall not affect any rights acquired previous to its enactment.

the record of their

37. Whereas, doubts have arisen as to the capacity of corporations created 1 April 1874 § 1. under the provisions of the 13th section of the act of general assembly of this P. L. 51. commonwealth, approved the 13th day of October 1840, entitled "An act relating Acts of certain corto orphans' courts and for other purposes," to exercise any corporate functions be- porations, before fore the recording of their charters as therein provided. Therefore, where any charters, to be act has been done, or transfer or conveyance of any property been made to, or by, valid. any corporation created or intended to be created by virtue of the provisions of the said act of assembly, or its supplements, in good faith, before the actual record of their charters, such acts, transfers and conveyances shall, after such record has been duly made, be deemed and taken to be valid and effectual for all purposes; saving, nevertheless, the just rights of persons, if any, acquired before the passage of this act by reason of the failure to record such charters.

XIII. Existing corporations.

P. L. 75.

the like privileges.

38. Any corporation or corporations for any of the purposes named and covered 29 April 1874 § $ 26. by the provisions of this act, heretofore created by any special act or acts, or in existence under the provisions of any general law of this commonwealth, shall be Existing corporaentitled to all the privileges, immunities, franchises and powers conferred by this tions may acquire act upon corporations to be created under the same, upon filing in the office of the secretary of the commonwealth a certificate of a single corporation, or a joint certificate, if two or more corporations, incorporated for and doing the same kind of business, under the seal or seals of said corporation or corporations, accepting the provisions of the constitution and of this act, duly authorized by a meeting of stockholders called for that purpose; and upon such acceptance and approval by the governor, he shall issue letters-patent to said corporation, or if two or more corporations, to said corporations as one corporation, under such name as shall be designated by said corporation or corporations in said single or joint certificate, together with the amount and capital, number of shares and par value thereof, as shall be designated by said corporation or corporations in said certificate: Provided, That where two or more corporations shall make a joint certificate as aforesaid, and letters-patent shall be issued to said new corporation, said corporations shall thenceforth be deemed, held and taken to be merged and consolidated, and be subject to all the limitations and liabilities of this act.(i)

39. No general or special law shall be passed, conferring a benefit upon any corporation, unless such corporation shall have previously filed in the office of the auditor-general, the acceptance of the provisions of the constitution.

40. Such acceptance may be made by resolution, adopted at a regular or called meeting of the directors or trustees, or other proper officers of any such corporation, which shall be certified under the seal of the corporation and filed in the office of the auditor-general.(k)

41. The auditor-general shall cause a copy of such resolution to be recorded in a book, to be kept for such purpose; and a transcript of the same, under the seal of the office, shall be evidence for all purposes.

XIV. Officers of corporations.

22 May 1878 § 1. P. L. 84. Acceptance of the new constitution. Ibid. § 2.

How evidenced.

Ibid. § 3. Acceptance to be recorded.

14 May 1891. P. L. 61.

Officers.

42. The business of every corporation created hereunder, or accepting the same, shall be managed and conducted by the president, a board of directors or trustees, a secretary or clerk, a treasurer, and such other officers, agents and factors as the corporation authorizes for that purpose, and nothing in any law contained shall prevent or be construed to prohibit the vice-president, treasurer, solicitor, or other Vice-president, officer of any corporation organized or existing under this act, from being a treasurer or other director of such company and receiving at the same time such compensation officer may be di for his services as such officer as the board of directors of such company may compensation.

direct.

rector and receive

trustees to be

43. The directors or trustees shall be chosen annually by the stockholders or Ibid. members, at the time fixed by the by-laws, and shall hold their office until others are chosen and qualified in their stead; the manner of such choice, and of the choice Directors and or appointment of all other agents and officers of the company shall be prescribed chosen annually. by the by-laws. The number of directors or trustees shall not be less than three; Not to be less than one of them shall be chosen president by the directors, or by the members of the three directors. corporation, as the by-laws shall direct. The members of said corporation may, at a meeting to be called for that purpose, determine, fix or change the number of directors or trustees that shall thereafter govern its affairs, and a majority of the whole number of such directors or trustees shall be necessary to constitute a quorum.

(i) So amended by act 17 April 1876, P. L. 33. See Baker's Appeal, 16 W. N. C. 445.

(k) This only applies to charitable corporations

having no stockholders vested with property rights. Baker's Appeal, 16 W. N. C. 445. See act 30 March 1875, P. L. 37.

14 May 1891.
P. L. 61.

Secretary or clerk.
Treasurer to give

bond. Penalty.

10 April 1868 § 1. P. L. SO.

determine the

number of their directors.

The secretary or clerk shall be sworn and shall record all the votes of the corporation and the minutes of its transactions in a book to be kept for that purpose. The treasurer shall give bond in such sum, and with such sureties, as shall be required by the by-laws for the faithful discharge of his duties, and he shall keep the moneys of the corporation in a separate book account to his credit as treasurer, and if he shall neglect or refuse so to do, he shall be liable to a penalty of fifty dollars for every day he shall fail to do so, to be recovered at the suit of any informer in an action of debt.(l)

44. It may be lawful, from and after the passage of this act, for any corporation chartered or existing by the laws of this state, to determine by the vote of its Corporations may stockholders, at a meeting duly called for that purpose, the number of directors that shall thereafter govern their affairs: Provided always, That said number shall in no event exceed fifteen nor (be) less than five directors: And provided further, That a majority of said directors and officers shall be and remain residents of the state of Pennsylvania, during the discharge of their duties: And provided further, This act shall in no way be construed as interfering with or impairing any of the obligations of the corporation accepting its provisions, due or to become due to this commonwealth.

29 April 1874 § 9. P. L. 78.

Vacancies, how filled.

23 May 1887 § 1. P. L. 165.

Directors, &c., need not all be

elected the same

year.

Distribution.

Ibid. § 2.

Charters ratified.

17 June 1887 § 1. P. L. 411.

elected for one, two, three or four years.

Classification.

45. In case of the death, removal or resignation of the president or any of the directors, treasurer or other officer of any such company, the remaining directors may supply the vacancy thus created, until the next election.

46. It shall be lawful to insert in any charter or amendment of a charter for a corporation of the first class, under the “corporation act of one thousand eight hundred and seventy-four," and its supplements, a provision or provisions that the directors, managers, trustees, vestrymen or other governing body, as the case may be, of such corporation, may be elected so that a half, or a third, or fourth, of the whole number only, shall be elected each year, the distribution to be made in such manner as the charter may direct.

47. In all cases in which hereinbefore such provisions have been introduced into any charter for a corporation of the first class, or in any amendment of a charter of any such corporation, either antedating the said act of one thousand eight hundred and seventy-four or otherwise, and has been approved by the proper court and duly recorded, said provision of said charter or amendment is hereby ratified and confirmed.

48. Whenever the stockholders of any corporation incorporated under the act of April 29th, one thousand eight hundred and seventy-four, or any other law of this Directors may be commonwealth, shall, at a meeting called for the purpose, decide, by a majority vote of those present either in person or by proxy, to elect a portion of their directors for a term or terms longer than one year, it may and shall be lawful for such corporation, at the next ensuing election, to divide the directors or managers, which are to be chosen, into two, three, or four classes, and to elect the first class to serve for the term of one year, and the second, third, or fourth to serve for two, three or four years respectively, and at all ensuing elections of said corporations, the stockholders shall only elect the number of directors necessary to take the place of those whose term of office shall then expire, and such directors shall be elected for the longest term for which any class may have been elected as herein before provided.

Ibid. § 2. Classification validated.

25 June 1885. P. L. 177.

When perpetual line of directors may be provided for.

49. Such classification, where already made by charter, is hereby declared valid. 50. Whenever in and by the last will and testament of any testator, being a resident of this commonwealth at the time of his death, devises or bequests of real or personal estate, or both, shall be made to trustees for the purpose of founding and maintaining any literary, medical or scientific undertaking, library association or the promotion of music, or other fine arts, to be free to the public, and to be supported wholly from the property so devised or bequeathed, or the income thereof, and it is further by such will ordered or recommended that a corporation be formed to which the devised property and estate shall be conveyed by the said trustees, and upon which shall devolve the carrying into effect of the said testator's will, touching such literary, medical or scientific undertaking, library association, or the promotion of music or other fine arts, in all such cases, it shall be lawful to insert in any application for such incorporation, and under the general incorporation act of one thousand eight hundred and seventy-four, a provision or provisions that, for the perpetuating a line of successors in such corporation, whenever any vacancy shall happen in the board of directors by reason of the death, resignation or removal from the proper county of any member thereof, the remaining directors may, by a majority vote of the whole remaining number thereof, elect a director to fill such vacancy. And that where such will shall further direct that any one or more persons shall by virtue of their office be members of such board of directors, it shall be lawful to embody such direction in the said certificates of incorporation, under the said general incorporation act of one thousand eight hundred and seventy-four, as part of the organic law of such corporation.

(2) This is an amendment of the act of 29 April 1874, § 5. P. L. 77. See Commercial Ice Co., 9 C. C. 608.

20 May 1891. P. L. 101.

51. It shall be lawful for any vice-president, treasurer or other salaried officer of any trust, deposit or other purely private or business corporation, to hereafter serve, or to have heretofore concurrently served such corporation as a director Salaried officers thereof, when lawfully elected to said position.

XV. Office and meetings.

may serve as directors.

18 May 1879 § 1. P. L. 7.

52. Whenever, by any general or special law of this commonwealth, it has been provided, that the principal office of any corporation shall be kept or maintained in any particular place, it shall be lawful for the holders of one-fourth of the Change in location stock of such corporation to file in the office thereof, among the records of said cor- of principal office. poration, a declaration and certificate that a change in the location of said principal office is, in their opinion, necessary for the interest of said corporation; and thereupon, it shall be the duty of the president and secretary of said company, to give notice, by publication in a newspaper of the county wherein the principal office of the company is located, during two weeks, that an election will be held, not more than four weeks or less than three weeks from the date of the filing of said declaration, at the office of said corporation, for the purpose of determining the future location of the principal office.

Ibid. § 2.

Election to be

53. At such election, each stockholder shall be entitled to one vote for every share of stock held by him or her; the voting shall be by ballot, each ballot containing the name of the shareholder, and number of shares of his stock, and the held. location voted for by him or her; and if, upon counting the vote, it shall appear that a majority of the shares of stock have been voted in favor of any new location, a certificate of the result, under the seal of the corporation, signed by the president Certificate to be and secretary, shall be filed in the office of the secretary of the commonwealth, filed with secreand the principal office of the company shall be removed to said location as soon as practicable thereafter: Provided, That this act shall not authorize any corporation to Not to authorize remove its office beyond the limits of the county where the principal office of said removal out of company is located, at the time of holding the election for the purpose of changing

said location.

tary.

county.

8 June 1898. P. L. 355.

54. It shall be lawful for any corporation of this state, now existing or hereafter created, to change the location of its principal office, the place of its annual and other meetings of stockholders, or the time for holding such annual meetings, or Principal office and either, or all, by resolution of its board of directors, adopted by a two-thirds vote time of meetings thereof, approved at any annual meeting or special meeting duly called of the stock- may be changed. holders, by a two-thirds vote thereof. Upon such approval of the stockholders, it Duty of president. shall be the duty of the president of such corporation to file in both the offices of the secretary of the commonwealth and the auditor-general of this commonwealth

a report, under the seal of the company, specifying the change or changes so made. Nothing in this act, however, shall authorize the location of the principal office or Not authorized the holding of the annual or other meetings of stockholders outside of the limits of outside of state. this commonwealth.

27 Nov. 1865 § 1.

P. L. 1228.

their meetings out

55. In all cases where any company has been incorporated under the laws of this state, and a majority of the directors, corporators or stockholders thereof are citizens of any other state, said corporation may be organized, and all the meetings of Certain corporasuch corporators, directors or stockholders held in such place, whether in this state tions may hold or elsewhere, as such majority may, from time to time, appoint: Provided, however, of the state. That the annual election for officers of such corporation shall be held in the state Except annual of Pennsylvania, at such time and place and upon such notice, by publication in the elections. newspapers of this state, as the by-laws of such corporation may, from time to time, determine.

56. Whenever the number of directors or managers of any corporation may be increased, under authority of law, a majority of the whole number shall be necessary to constitute a quorum.

57. Every such corporation may determine, by its by-laws, what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting to constitute a quorum: if the quorum is not so determined, a majority in interest of the stockholders shall constitute a quorum.(m)

XVI. Corporate elections. (n)

15 April 1869 § 1.

P. L. 29. Quorum, where number increased. 29 April 1874 § 6. P. L. 77.

Quorum.

P. L. 281.

58. It shall be lawful, from and after the passage of this act, for any corpora- 31 May 1887 § 1. tion, chartered or existing by or under any law of this state, to determine, by the vote of its stockholders holding a majority in interest of all of its stock, at a meet- Stockholders may ing duly called for the purpose, the time of holding the annual meeting for the fix the time of election of officers of the corporation, and the number of directors that shall there- holding their elecafter govern its affairs: Provided, That the number of directors so determined tions, and number shall not be less than three nor more than fifteen, and that at least one-third of the directors of every corporation shall be and remain, during their term of service,

(m) See Fisher v. Harrisburg Gas Co., 1 Pears. 118.

of their directors.

(n) See tit. "Proxies."

P. L. 281.

Limitation.

Residence.

31 May 1887 § 1. residents of the state of Pennsylvania: And provided further, That this act shall not apply to any company heretofore incorporated, unless such company shall file, in the office of the secretary of the commonwealth, a certificate of the acceptance of this act, and also of the provisions of the constitution of this commonwealth, Acceptance of this which acceptance shall be made by resolution, adopted at a regular or called meeting of the directors, trustees or other proper officer of such corporation, certified under the seal of the corporation, and a copy of which resolution, certified under the seal of the office of the secretary of the commonwealth, shall be evidence for all purposes.

act.

29 April 1874 § 8. P. L. 78.

be sworn.

Penalty for violation.

59. No person acting as judge or officer holding an election for any such corporation, shall enter on the duties of his office or appointment, until he take and Election officers to subscribe an oath or affirmation, before a judge, alderman, justice of the peace or other person qualified by law to administer oaths, that he will discharge the duties of his office or appointment with fidelity, that he will not receive any vote but such as he verily believes to be legal; and if any such judge or officer shall, knowingly and wilfully, violate his oath or affirmation, he shall be subject to all the penalties imposed by law upon the officers of the general election of this commonwealth violating their duties, and shall be proceeded against in like manner, and with like effect; and if any election, as aforesaid, be held without the person holding the same having first taken an oath or affirmation, as aforesaid, or be invalid for any other reason, such election shall be set aside in the manner now provided by law, and a new election ordered by the court of common pleas of the proper county, upon the petition of not less than five stockholders supported by proof satisfactory to said court.

Courts may set aside elections.

26 May 1898 § 1. P. L. 141.

vote.

tendered.

60. The certificate of stock and transfer books, or either, of any corporation of this commonwealth, shall be primâ facie evidence of the right of the person named Certificate of stock therein to vote thereon as the owner, either personally or by due proxy. If, howand transfer books ever, objection is taken by an actual stockholder at the time the ballot is tendered, primâ facie evidence of right to accompanied by a written statement under oath that the person in whose name such stock stands on such certificate, or transfer books, and who is offering to Objection to ballot vote thereon either in person or by proxy, is not the owner thereof, either in his own right or as active trustee with the character of his trusteeship disclosed on the face of said certificate, or transfer books, in connection with his name, it shall be the duty of the judges of election to inquire and determine summarily whether the facts are as represented in such statement, and if so, the vote or votes so tendered shall be rejected: Provided, however, That nothing in this section shall utors, administra- be held to prohibit executors, administrators, guardians or trustees created by last tors, guardians or will and testament, or by decree of court, from voting on stock standing in the name of a decedent, minor or other beneficiary.

Judges of election

to determine the facts summarily.

Proviso as to exec

trustees.

Ibid. § 2.

Beneficial owner of stock to have a right to vote.

Ibid. §3.

Right of pledgeor and pledgee to vote.

25 April 1876 § 1. P. L. 47.

Cumulative voting.

14 May 1891. P. L. 61.

61. In cases where, under the terms of the preceding section, the person named in the certificate, or transfer books, is not permitted to vote, the beneficial owner of such stock shall have the right to vote thereon upon furnishing to the judges of election satisfactory evidence of ownership.

62. As between the pledgeor and the pledgee of capital stock pledged to secure a specific loan with a fixed period or periods of maturity, the right to vote shall be determined as follows: First, By the written agreement of the pledgeor and pledgee. Second, In all other instances the pledgeor shall be held to be the owner and entitled to the right to vote.(o)

63. In all elections for directors, managers or trustees of any corporation created under the provisions of this statute, or accepting its provisions, each member or stockholder, or other person having a right to vote, may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer, that is to say: If the said member or stockholder, or other person having a right to vote, own one share of stock, or has one vote, or is entitled to one vote for each of six directors by virtue thereof, he may give one vote to each of said six directors, or six votes for any one thereof, or a less number of votes for any less number of directors, whatever may be the actual number to be elected, and in this manner may distribute or cumulate his votes as he may see fit. All elections for directors or trustees shall be by ballot, and every share of stock shall entitle the holder thereof to one vote, in person or by proxy, to be exercised as provided in this section.(p)

XVII. By-laws.

64. The by-laws of every corporation created under the provisions of this statute, or accepting the same, shall be deemed and taken to be its law, subordi

(6) This is an amendment of the act 7 May 1889, P. L. 102. It had been decided that where stock had been pledged with no agreement as to the voting power, the case must be decided in accordance with common law; and that the judges could not summarily determine such question. Commonwealth v. Dalzell, 152 P. S. 217. The right to vote on corporate stock prima facie accompanies the legal title, but

when the title is divided as between pledgeor and pledgee, trustee and cestui que trust, or vendor and vendee, the right to vote is subject to the agreement of the parties. Commonwealth v. Patterson, 34 W. N. C. 45.

134.

(p) See Commonwealth v. Bringhurst, 103 P. S.