29 April 1874 § 22. shall have the right to recover the same from the officer neglecting or omitting to file the return as aforesaid. (b). P. L. 75. 8 June 1891. P. L. 233. Corporations may increase capital stock to ten millions of dollars. 10 June 1893. P. L. 417. increase capital 91. Any corporation created by special or general law shall, notwithstanding any limitation upon the amount of its capital stock by such special or general law, have authority, with the consent of the persons holding the larger amount in value of its stock, to increase its capital stock to accomplish and enlarge the objects and purposes of its incorporation to the amount of ten millions of dollars in the aggregate; said increase to be made at once, or from time to time, as its stockholders aforesaid shall determine. 92. Any corporation created by special or general law shall, notwithstanding any limitation upon the amount of its capital stock by such special or general law, have Corporations may authority, with the consent of the persons holding the larger amount in value of its stock, to increase its capital stock to accomplish and enlarge the objects and purposes of its incorporation to the amount of thirty millions of dollars in the aggregate; such increase may be made at once, or from time to time, as the stockholders aforesaid shall determine. stock to $30,000,000 in the aggregate. 21 April 1849 § 1. P. L. 673. tions redeemable otherwise than in specie. forfeiture of charter. XXIII. Obligations. 93. It shall not be lawful for any corporation within this commonwealth, directly or indirectly, either by itself or through any agent or agents, individual or individNot to issue obliga- uals, to make, issue, re-issue, pay out or circulate, or cause to be issued, re-issued, put out or circulated, any certificate, check, order or due-bill, or acknowledgment of indebtedness of any description, for any purpose whatsoever, payable or redeemable in any goods, property or effects, or payable or redeemable in anything except Violation to work in gold and silver; and any violation of the provisions of this act shall be held and deemed to be a forfeiture of the charter of any company so offending, and any private citizen may, by quo warranto, proceed, according to law, to have such forfeiture declared: Provided, That this act shall not be construed to authorize any corporation or individual, not expressly authorized by existing laws, to issue any note, bill, check or certificate whatever, in the nature or similitude of a bank-note, and intended for circulation; and that all laws inconsistent with this act be and the same are hereby repealed: And provided further, That this section shall not be construed so as to prevent any corporation from drawing orders in the ordinary course of business, not intended for circulation, or in payment of interest, and that such orders shall not be negotiable.(c) 21 May 1889 § 1. P. L. 257. May borrow money on mortgage and issue bonds. Certain corporations may borrow money on mortgage not exceed ing double their capital stock. 15 May 1874 § 1. P. L. 186. XXIV. Power to mortgage. 94. It shall be lawful for all corporations to borrow money or to secure any indebtedness created by them, by issuing bonds, with or without coupons attached thereto, and to secure the same by a mortgage or mortgages to be given and executed to a trustee or trustees, for the use of the bondholders, upon their real estate and machinery, or on their real estate alone, to an amount not exceeding one-half of the capital stock of the corporation paid in, and at a rate of interest not exceeding six per centum: Provided, That it shall be lawful for such corporations as belong to the classes named in clauses four, five, six, seven, nine and eleven of corporations for profit, of the second class, as set forth in section two of the act of which this is a supplement, and also for such corporations as belong to the class named in clause twenty-four, section two, of the act of assembly, approved April seventeen, one thousand eight hundred and seventy-six, so to borrow money and so to secure the payment of the same, by a mortgage or mortgages on its property and franchises, to an amount not exceeding double the amount of the capital stock of the corporation actually paid in, and at a rate of interest not exceeding six per centum, and this section shall not be construed to prevent mortgages for a greater amount and at a higher rate of interest, where the power to make the same is expressly given by the terms of this statute to certain classes of corporations, or is contained in the charter of any private corporation accepting this act, or in the statutes under which certain other classes thereof are by the provisions of this statute to be controlled, governed and managed. (d) 95. It shall and may be lawful for any corporation existing by or under the authority of any law of this commonwealth, which shall have mortgaged any part Corporations may of its estate, corporate property and franchises, for the security of all or any give mortgages as portion of its bonded indebtedness to mortgage its remaining estate, corporate additional security. property and franchises, or any part of the same, as a further and additional (b) A corporation which was invested by its charter before the constitution of 1874 was adopted, with unrestricted power to increase its stock and indebtedness, is not affected by the provisions of this act or of article 16, § 7, of the constitution, where it has accepted the benefit of no legislation since 1874; and this, although by accepting legislation in 1868, it subjected itself to the act of 3 May 1885, P. L. 423, and the con stitutional amendment of 1857. Gloninger v. Railroad Co., 139 P. S. 13. (c) This section is prospective, and does not affect checks, orders or bills issued by a corporation before its passage, or destroy their negotiability. Craig v. Richmond, 1 Phila. 33. (d) This is an amendment of the act of 29 April 1874, § 13. P. L. 80. P. L. 186. security for the same bonded indebtedness: Provided, however, That no lien then 15 May 1874 § 1. existing upon such remaining estate, property and franchises, shall be thereby impaired or affected. and franchises. 96. It shall be lawful for any body corporate which has been, or may hereafter 17 April 1878 § 1. be, incorporated by or under the laws of this commonwealth, with powers and P. L. 22. franchises to hold and maintain an exhibition of natural and artificial objects and Exhibition comproducts, anywhere within this commonwealth, or elsewhere, to mortgage any or panies may mortall of its real and personal property of any and every description, and also all its age their property franchises and privileges, for the purpose of securing the payment of any indebtedness or evidences of indebtedness which such body corporate may create according to law, with the same effect as to the interest of such corporation in such property of any kind, and in its franchises, as in the case of the mortgaging of a freehold interest and title, as to lien, notice, evidence and priority of payment: Provided, That such mortgages shall be acknowledged and recorded in the same manner as mortgages of real estate. 97. Any mortgages which may be created by virtue of the preceding section shall be sued out in the same manner as the law shall provide for mortgages of real estate. Ibid. § 2. Foreclosure. P. L. 57. 98. Any corporation which has heretofore been authorized by any special law 18 May 1879 § 1. to borrow money, is hereby authorized and empowered to borrow, for a period not exceeding thirty years, any sum of money, not exceeding in the aggregate the Authority to boramount of the principal of such previous loan which shall, at that time, remain out- row money. standing, and the amount of any mechanics' liens unpaid, at a rate of interest not exceeding that allowed by law at the time, and may issue their bonds therefor, upon such terms and conditions, and secured by mortgage or otherwise, as they may deem expedient; but such new loan shall be applied exclusively to the pay- Application. ment of the previous loan and such mechanics' liens, and for no other purpose whatever; and all laws inconsistent herewith are hereby repealed. XXV. Liability of stockholders. P. L. 80. 99. The stockholders in each of said corporations shall be liable, in their indi- 29 April 1874 § 14. vidual capacity, to the amount of stock held by each of them, for all work or labor done to carry on the operations of each of said corporations; (e) but this section Individual liability shall not be construed to increase or diminish the liability of stockholders in cor- of stockholders. porations which, by the terms of this statute, are to be governed, controlled and managed by the provisions of other statutes, but their liability shall be fixed and defined by the terms of the statutes by which said corporations are to be governed, controlled and managed.(g) Ibid. § 15. 100. In any action or bill in equity, brought to enforce any liability under the provisions of this act, (h) the plaintiff may include, as defendants, any one or more How enforced. of the stockholders of such corporation, claimed to be liable therefor; and if judg ment be given in favor of the plaintiff for his claim, or any part thereof, and any one or more of the stockholders so made defendants, shall be found to be liable, judgment shall be given against him or them. The execution upon such Executions. judgment shall be first levied on the property of such corporation, if to be found in the county where the chief business of the corporation is carried on, and in case such property, sufficient to satisfy the same, cannot be found in said county, the deficiency, or so much thereof as the stockholder or stockholders, defendants in such judgment, shall be liable to pay, shall be collected of the property of such stockholder or stockholders. On the payment of any judgment as aforesaid, Assignment of or any part thereof, by one or more stockholders, the stockholder or stockholders judgments so paying the same shall be entitled to have such judgment, or so much thereof as may have been paid by him or them, assigned to him or them, for his or their benefit, with power to enforce the same in manner aforesaid, first against the com- Power to enforce pany, and in case the amount so paid by him or them shall not be collected of the the same. property of the corporation, then ratably against the other solvent stockholders, if any such there be, originally liable for the claim on which such judgment was obtained. But no stockholder shall be personally liable for payment of any debt contracted by any such corporation, unless suit for the collection of the same shall be brought against such stockholder or stockholders, within six months after such Limitation. debt shall have become due. 101. The officers and stockholders of corporations organized under or accepting the provisions of this act, shall not be individually liable for the debts of said corporation, otherwise than in this (act) provided. recovered. Ibid. § 24. Not to be otherwise liable. 102. In all actions or proceedings now or hereafter brought or instituted in any county within this commonwealth, to charge the stockholders of any corporation 14 May 1874 § 1. with any of the debts of such corporation, or to enforce payment of instalments P. L. 146. 14 May 1874 § 1. P. L. 146. Service of process to enforce individual liability. 21 April 1858 § 1. P. L. 412. Certain corрога tions may invest in ground-rents. 31 March 1868 § 1. P. L. 50. Investments by corporations. 19 March 1816 § 1. 6 Sm. 390. Payment of dividends due to the commonwealth. 11 May 1893. P. L. 42. May grant pensions to employés. 29 April 1874 § 41. P. L. 104. due upon stock, service of summons or other process may be made upon the stockholders resident within such county, in the same manner as writs of summons are now directed to be served, and upon those residing in other counties of this commonwealth, by the sheriff of the county in which they may respectively reside; and upon those non-residents of this commonwealth, by publication for four successive publications in a newspaper published within the county where such action or proceeding is brought or instituted, and also in the state in which such non-residents may reside, as the court from which such action or proceedings shall issue may direct, and a copy of such publication shall be mailed to the postoffice address of such non-resident stockholders, if such address can be ascertained. XXVI. Investments. 103. All insurance and trust companies, savings-fund and building associations incorporated under or by any law of this commonwealth, are authorized to purchase, hold, sell and convey ground-rents; and all conveyances of ground-rents heretofore made by or to any such corporation, shall be good and effectual, and have the same force and effect as if the same had been made subsequent to the passage of this act.(i) 104. It shall and may be lawful for any and all companies incorporated or organized under the laws of this commonwealth, including those authorized thereby to transport merchandise or other property, and also for the directors, managers or trustees thereof, with the approval of the stockholders, to invest the surplus or other funds or earnings of such companies, in mortgages on improved real estate, in ground-rents, in the loans of the United States, in the purchase from holders thereof of any (of) the shares of the capital stock of the respective company, and also in the public debt of the state of Pennsylvania, or of the city of Philadelphia, or in other good stocks or securities, and to sell and transfer the same, and to reinvest the proceeds of such sales in securities or stocks of like kind, and to prescribe, by resolution of the directors, or by the by-laws of the company, or otherwise, the mode of making such investments, purchases and sales, with the approval of the stockholders, and the amount or amounts thereof to be purchased, and the price or prices to be paid or received therefor, and the re-investment of the proceeds thereof, and to make such compensation, as the said directors, managers or trustees may deem proper, to any director, manager, trustee, treasurer or other agent or officer of such company, for the keeping, receiving, paying, investing or re-investing of any of the moneys belonging to the said company, or for any other services performed by him or them, as agents of the company or otherwise; and any such companies may change and fix the time of holding their annual election for directors to such a day as they may select, a certificate of such change, duly authenticated by the proper officers of the company, shall be filed with the auditorgeneral of this commonwealth, within thirty days after such change shall have been made. XXVII. Dividends. 105. In all incorporated companies (banking companies excepted) now created, or which may hereafter be created by virtue of any law of this commonwealth, and in which any portion of the stock now is or hereafter may be held by the state, and whereon dividends have been or hereafter may be declared by the directors or managers thereof, respectively, it shall be the duty of each and every of the treasurers of the said incorporations respectively, to pay the proportions due to the state into the treasury of this commonwealth, within sixty days after each declaration of dividends, and within sixty days after passing of this act with respect to dividends heretofore declared, and on failure to make such payment, the governor is hereby directed to instruct the attorney-general to bring suit therefor against such defaulting company. XXVIII. Pensions to employés. 106. From and after the passage of this act corporations organized for profit under the laws of the commonwealth of Pennsylvania may, out of the earnings of said corporations, grant allowances or pensions to employés for faithful and longcontinued service, who have, in such service, become old, infirm or disabled: Provided, That the provisions of this act shall not apply to any director or officer of any such company or corporation. XXIX. Eminent domain. 107. In all cases in which, under the provisions of this act, any corporation is permitted to take waters, streams, lands, property, materials or franchises for the public purposes thereof, and the said corporation cannot agree with the owner or (i) See act 25 May 1887, P. L. 273, supra 67. owners of any such waters, streams, lands, materials or franchises, for the com- 29 April 1874 § 41. pensation proper for the damage done, or likely to be done to, or sustained by any P. L. 104. such owner or owners of such waters, streams, land or materials, which such cor- How damages to poration may enter upon, use or take away, in pursuance of the authority herein be assessed for given, or by reason of the absence or legal incapacity of any such owner or owners, property taken. no such compensation can be agreed upon, the court of common pleas of the proper county, on application thereto, by petition, either by said corporation, or by the owner or owners, or any one in behalf of either, shall appoint five discreet and disinterested freeholders of the proper county, and appoint a time not less than ten nor more than twenty days thereafter, for said viewers to meet at or Viewers to be upon the premises where the damages are alleged to be sustained, or the property appointed. taken, of which time and place five days' notice shall be given by the petitioner to the said viewers and the other party; and the said viewers, or any three of Their duties. them, having been first duly sworn or affirmed, faithfully, justly and impartially to decide and true report to make concerning all matters and things to be submitted to them, and in relation to which they are authorized to inquire, in pursuance of the provisions of this act, and having viewed the premises, they shall estimate and determine the quantity, quality and value of said lands, streams or property so taken or occupied, or to be taken or occupied, or the materials so used or taken away, as the case may be, and having a due regard to and making just allowance for the advantages which may have resulted, or which may seem likely to result, to the owner or owners of said streams, land or materials, in consequence of the making the improvements or conducting the operations of such corporation, or of the construction of works for which the property is to be taken; and after having made a fair and just comparison of said advantages and disadvantages, they shall estimate and determine whether any, and if any, what amount of damages has been or may be sustained, and to whom payable, and make report thereof Judgment to be to the said court. And if any damages be awarded, and the report be confirmed entered on award. by the said court, judgment shall be entered thereon; and if the amount thereof be not paid within thirty days after the entry of such judgment, execution may And execution to then issue thereon, as in other cases of debt, for the sum so awarded, and the costs issue. and expenses incurred shall be defrayed by the said corporation; and each of the said viewers shall be entitled to one dollar and fifty cents per day for every day Fees of viewers. necessarily employed in the performance of the duties herein prescribed, to be paid by such corporation.(k) 108. In all cases where the parties cannot agree upon the amount of damages Company may claimed, or by reason of the absence or legal incapacity of such owner or owners, tender security. no such agreement can be made, either for lands, streams, water, water-rights, franchises or materials, the corporation shall tender a bond, with at least two sufficient sureties to the party claiming or entitled to any damages, or to the attorney or agent of any person absent, or to the guardian or committee of any one under legal incapacity, the condition of which shall be, that the said corporation will pay, or cause to be paid, such amount of damages as the party shall be entitled to receive, after the same shall have been agreed upon by the parties, or assessed in the manner provided for by this act :(1) Provided, That in case the party or parties Proceedings on claiming damages refuse or do not accept the bond as tendered, the said corpora- refusal to accept. tion shall then give the party a written notice of the time when the same will be presented for filing in court, and thereafter the said corporation may present said bond to the court of common pleas of the county where the lands, streams, water or materials are, and if approved, the bond shall be filed in said court, for the benefit of those interested, and recovery may be had thereon for the amount of damages assessed, if the same be not paid or cannot be made by execution on the judgment in the issue formed to try the question. 109. The viewers provided for in this section may be appointed before or after When viewers to the entry for constructing said work or taking materials therefor, and after the be appointed. filing of the bond hereinbefore provided for; and upon the report of said viewers, or any four of them, being filed in said court, either party, within thirty days Appeals. (k) See tit. "Railroads." and Reading Railroad Co. v. Markle, 1 Leg. Chron. (1) Immediately on the entry of security, the right 401. See tit. "Railroads." to take possession vests in the company. Philadelphia 10 June 1893 § 1. P. L. 415. how terminated. XXX. Abandonment of easements. 110. In all cases where an easement of land has been acquired under proceedings in condemnation by any corporation possessing the right of eminent domain, Easements on land, and the same has been vacated and ceased to be used and occupied by any such corporation for a period of fifteen years or upwards, then and in that case said easement shall be held to have terminated, and the original owner, his heirs and assigns, shall hold the title to the said land divested of said easement: Provided, That nothing in this act shall be held to apply to or affect any case where the fee simple title has been vested in the corporation ceasing to use or occupy said land, nor to effect, qualify, alter or repeal the act of the general assembly of this commonwealth, entitled "An act relating to straightened or improved lines of railroad," approved the third day of April, one thousand eight hundred and seventy-two. Proviso. Ibid. § 2. Proceedings where possession is disputed or denied. Issue. Notice. Ibid. 111. When any person or persons, natural or artificial, shall be in possession of any lands or tenements in this commonwealth, claiming to hold or own possession of the same by any right or title whatsoever, which right or title or right of possession shall be disputed or denied by any person or persons as aforesaid, it shall be lawful for any such person to apply by bill or petition to the court of common pleas of the county where such land is situate, setting forth the facts of such claim of title and right of possession and the denial thereof by the person or persons therein named, and thereupon the said court shall grant a rule upon such person or persons, so denying such right, title or right of possession, to appear at a time to be therein named and show cause why an issue shall not be framed in said court, between the parties, to settle and determine their respective rights and title in and to said land. Twenty days' notice of such rule shall be given. 112. And if, upon the hearing of such rule, it shall appear to the court that the facts set forth in such petition are true, it shall be the duty of the court thereupon Duty of the court. to frame an issue of such forms as the court shall deem proper between the respective parties, to settle and determine the right and title of the respective parties to said land, and the verdict of the jury in such issue shall have the same force and effect upon the right and title of possession of the respective parties in and to said land as a verdict in ejectment upon an equitable title. Verdict of the jury. 9 April 1856 § 1. P. L. 293. Courts may accept surrender of powers, and dissolution of corporations. Accounts, how settled. 113. In case the person or persons denying such right, title or right of possession in such lands or any of them are not residents within the jurisdiction of the court, such court may make an order for service of said rule and a copy of said bill or petition upon such persons at their residence or place of business outside of the county or state where the land lies, in the same manner as service is made of a summons in a personal action, giving at least twenty days' notice of such hearing. 114. If any person or persons shall neglect or refuse to appear at such returnday, after twenty days' service of such rule and copy of petition, or having appeared shall refuse to join in such issue, the court may proceed to determine the rule and award and proceed with the issue in like manner as if such persons had appeared therein, and any judgment obtained in such issue shall as fully and finally conclude and determine the rights and title of such defaulting party as if such persons had appeared and joined in such issue: Provided, That if, upon the return of such rule, any of the persons served shall disclaim, by writing filed, any right, title or interest in said land, all further proceedings as to such persons shall cease and such disclaimer shall forever bar such person from ever setting up or claiming any such right or title in any court. The decree of the court in refusing the rule or issue in any such case and the judgment in such issue shall be subject to appeal by either party to the supreme court, in like manner as appeals are allowed to judgments and decrees of the said court of common pleas. XXXI. Dissolution of corporations. 115. It shall be lawful for any court of common pleas of the proper county to hear the petition of any corporation, (m) under the seal thereof, by and with the consent of a majority of a meeting of the corporators, duly convened, praying for permission to surrender any power contained in its charter, or for the dissolution of such corporation;(n) and if such court shall be satisfied that the prayer of such petition may be granted, without prejudice to the public welfare, or the interests of the corporators, the court may enter a decree in accordance with the prayer of the petition, whereupon such power shall cease, or such corporation be dissolved :(0) Provided, That the surrender of any such power shall not in anywise remove any limitation or restriction in such charter; and that the accounts of the managers, (m) This act does not restrict the power to any particular class of corporations. Commonwealth v. Slifer, 53 P. S. 71. They have power to decree the dissolution of corporations, other than those incorporated by the courts. Ibid. Credit Mobilier, 10 Phila. 2. (n) See Marietta Building and Loan Association, 10 L. Bar 37. (0) Without such decree, the property of a corporation cannot be divided among its members. Riddle v. Harmony Fire Co., 8 Phila. 310. |