eral supplements thereto enacted, be and the same are hereby extended to the county of Cumberland.

EXTENDED TO CUMBERLAND COUNTY-TWELFTH SUPPLEMENT.

LAWS 1868, P. 97.

APRIL 14, 1868.

A SUPPLEMENT to an act relating to corporations for mechanical, manufacturing, mining and quarrying purposes, approved July 18, 1863,

SEC. 1. Be it enacted, etc.:

That the directors of any company incorporated under the act to which this is a supplement shall have power to sell and convey any real estate or property held by said company: Provided, That the stockholders owning a majority of the stock give their assent thereto in writing.

BUILDING PIERS, WHARVES, BRIDGES-THIRTEENTH SUPPLE

LAWS 1873, P. 49.

MENT.

MARCH 27, 1873.

A FURTHER SUPPLEMENT to an act relating to corporations for mechanical, manufacturing, mining and quarrying purposes, approved July 18, 1863, extending the provisions of the same to the building or erections of piers for wharves, bridges, etc., and for other submarine operations.

SEC. 1. Be it enacted, etc.:

That the provisions of an act relating to corporations for mechanical, mining and quarrying purposes, approved the 18th day of July, 1863, and of the supplements thereto, are hereby extended to and shall include the building or erection of piers for wharves, bridges, etc., under water and for other submarine operations.

OIL COMPANIES-FOURTEENTH SUPPLEMENT.

LAWS 1873, P. 66.

APRIL 9, 1873.

A FURTHER SUPPLEMENT to an act relating to corporations for mechanical, manufacturing, mining, and quarrying purposes, approved July 18, A. D. 1863, extending the provisions thereof to dealers in petroleum.

NOTE: This amendatory act is under the subtitle, Oil Companies. See page 466.

CONSENT OF STOCKHOLDERS TO SALE OF MINES. LAWS 1871, P. 265.

MAY 8, 1871.

AN ACT relating to companies organized under the general mining laws of this

Commonwealth.

NOTE. Sec. 1 of this act provides that oil companies shall have the benefit of the provisions of the act of April 21, 1854. See page 469.

SEC. 2. That the directors of any mining company incorporated under an act relating to corporations for mechanical, manufacturing, mining and quarrying purposes, approved July 18, 1863, shall not have power to sell, convey, or lease any mine or mines, held by said company, without having first obtained the written consent of the stockholders owning the majority of the stock; and so much of the provisions of any act, or the supplement to any act, as are inconsistent herewith, be and the same are hereby repealed.

AUTHORITY TO BORROW MONEY.

LAWS 1867, P. 1372.

JANUARY 11, 1867. AN ACT to enable iron, manufacturing and mining corporations to borrow money.

SEC. 1. Be it enacted, etc.:

That all iron and other manufacturing and mining corporations, incorporated under the laws of this Commonwealth, shall be and hereby are enabled to borrow moneys, and to secure the loans, to be made to them, by mortgage of their property, and to dispose of their bonds, or certificates of loan, or pay interest thereon, at such rates as railroad and canal companies may now do.

ΑΝΝΟΤΑΤΙONS.

SECURITY BY MORTGAGE.

PROPERTY SUBJECT TO MORTGAGE.

The term "property " used in the act of January 11, 1867 (P. L. 1372), was not intended to cover any other kind than that which the law made capable of being mortgaged by such corporations and does not include chattels. Roberts' Appeal, 60 Pa. St. 400, p. 402.

LEGAL PROCEEDINGS BY OR AGAINST.

LAWS 1871, P. 1360.

JUNE 19, 1871.

AN ACT relating to legal proceedings by or against corporations.

SEC. 1. Be it enacted, etc.:

That in all proceedings in courts of law or equity of this Commonwealth, in which it is alleged that the private rights of individuals or the rights or franchises of other corporations are injured or invaded by any corporation claiming to have a right or franchise to do the act from which such injury results, it shall be the duty of the court in which such proceedings are had, to examine, inquire and ascertain whether such corporation does in fact possess the right or franchise to do the act from which such alleged injury to private rights, or to the rights and franchises of other corporations, results, and if such rights or franchises has not been conferred upon such corporation, such courts, if exercising equitable power, shall, by injunction, at suit of the private parties or other corporations, restrain such injurious acts, and if the proceedings be at law, for damages, it shall be lawful therein to recover damages for such injury as in other cases.

SEC 2. When such legal proceedings relate to crossings of lines of railroads by other railroads it shall be the duty of courts of equity of this Commonwealth to ascertain and define, by their decree, the mode of such crossing which will inflict the least practical injury upon the rights of the company owning the road which is intended to be crossed; and if in the judgment of such court it is reasonably practicable to avoid a grade crossing, they shall by their process prevent a crossing at grade.

ANNOTATIONS.

LEGAL PROCEEDINGS.

1. INQUIRY UNDER ACT-EXTENT-POWER OF COurts.

2. BRANCH RAILROAD PUBLIC ENTERPRISE.

1. INQUIRY UNDER ACT-EXTENT POWER OF COURTS.

An inquiry under this act is limited to a consideration of the question as to whether the corporation possesses the power to do what it is attempting to do and not whether it is exercising its powers in an improper manner.

Vinton Collieries Co. v. Black Lick & Yellow Creek R. R. Co., 226 Pa. St. 131, p. 135.

The courts of this Commonwealth have no power under this act to restrain a railroad company in the exercise of its right of eminent domain from passing over the land of another, unless the company is engaged in a private and not a public enterprise.

Rochester & Pittsburgh, etc., Coal Co. v. Berwind-White Coal Min. Co., 24 Pa. County Ct. Rep. 104, p. 107.

2. BRANCH RAILROAD PUBLIC ENTERPRISE.

A branch or spur railroad connecting private mining operations with a public railroad by the railroad company for the purpose of increasing its business and accommodating trade and travel of the public is a public, and not a private enterprise.

Rochester & Pittsburgh, etc., Coal Co. v. Berwind-White Coal Min. Co., 24 Pa. County Ct. Rep. 104, p. 107.

GENERAL INCORPORATION ACT.

LAWS 1874, P. 73.

APRIL 29, 1874.

An ACT to provide for the incorporation and regulation of certain corporations.

SEC. 1. Be it enacted, etc.:

That corporations may be formed under the provisions of this act by the voluntary association of five or more persons, for the purposes, and in the manner mentioned herein, and when so formed, each of them by virtue of its existence as such, shall have the following powers, unless otherwise specially provided:

GENERAL POWERS.

First. To have succession by its corporate name for the period limited by its charter, and when no period is limited thereby, or by this act, perpetually, subject to the power of the general assembly, under the constitution of this Commonwealth.

Second. To maintain and defend judicial proceedings.

Third. To make and use a common seal and alter the same at pleasure. Fourth. To hold, purchase, and transfer such real and personal property as the purposes of the corporation require, not exceeding the amount limited by its charter or by law.

Fifth. To appoint and remove such subordinate officers and agents as the business of the corporation requires, and to allow them a suitable compensation. Sixth. To make by-laws not inconsistent with law, for the management of its property, the regulation of its affairs and the transfer of its stock. Seventh. To enter into any obligation necessary to the transaction of its ordinary affairs.

SEC. 2. *

CORPORATIONS FOR PROFIT SECOND CLASS.

The second class, those for

XVIII. The carrying on of any mechanical, mining, quarrying or manufac turing business, including all of the purposes covered by the provisions of the acts of the general assembly, entitled "An Act to encourage manufacturing operations in this Commonwealth," approved April 7, 1849, entitled "An Act relating to corporations for mechanical, manufacturing, mining and quarring purposes," approved July 18, 1863, and the several supplements to each of said acts, (Amended. See p. 425.)

MODE OF INCORPORATION.

SEC. 3. The charter of an intended corporation must be subscribed by five or more persons, three of whom at least must be citizens of this Commonwealth, and shall set forth:

CONTENTS OF CERTIFICATE.

I. The name of the corporation.

II. The purpose for which it is formed.

III. The place or places where its business is to be transacted.

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.

SEC. 14. The stockholders in each of said corporations shall be liable in their individual capacity, to the amount of stock held by each of them, for all work or labor done, or materials furnished, to carry on the operations of each of said corporations; but this section shall not be construed to increase or diminish the liability of stockholders in corporations, 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. (Amended. See p. 425.)

PROPERTY MAY BE TAKEN FOR STOCK-DEFERRED STOCK.

SEC. 17. Every corporation created under the provisions of this act, or accepting its provisions, may take such real and personal estate, mineral rights, patent rights, and other property as is necessary for the purposes of its organization and business, and issue stock to the amount of the value thereof in payment thereof, and the stock so issued shall be declared and taken to be full-paid stock, and not liable to any further calls or assessments; and in the charter, and the certificates and statements to be made by the subscribers and officers of the corporation, such stock shall not be stated or certified as having been issued for cash paid into the company, but shall be stated or certified in this respect according to the fact. No such corporation shall issue either bonds or stock except for money, labor done, or money or property actually received, and all fictitious increase of stock or indebtedness in any form shall be void; every such corporation may provide for the issue of deferred

stock in payment for such real or personal estate or mineral rights, and if so provided, it shall be expressly stated in the charter filed, or in a certificate to be made and recorded, or in the acceptance of this statute, to be filed by any corporation accepting its provisions, with the amount of such deferred stock, and the consideration of the same, and the terms on which the same shall be issued; and the said stock may be made to await payments of dividends thereon, until out of the net earnings at least five per cent has been declared and paid upon the other full paid stock of the corporation. (Amended. See p. 425.)

MECHANICAL, MINING, QUARRYING, MANUFACTURING AND OTHER COR

PORATIONS.

SEC. 39. Companies incorporated under the provisions of this act for the carrying on of any mechanical, mining, quarrying, manufacturing, or other business, as provided in clause 18 of the second class, in section 2 hereof, when not otherwise provided in this act, shall, from the date of the letters patent creating the same, have the powers, and be governed, managed, and controlled as follows:

CLAUSE 1. That every such corporation may have a capital stock not exceeding five million dollars, and may by a vote of three-fourths of the general stockholders, at a meeting duly called for the purpose, issue two kinds of stock, namely: General stock and special stock; the special stock shall at no time exceed two-fifths of the actual capital of the corporation, and shall be subject to redemption at par, after a fixed time to be stated in the certificates. Holders of such special stock shall be entitled to receive, and the corporation shall be bound to pay thereon, a fixed or half yearly sum or dividend to be expressed in the certificates, not exceeding four per centum, and they shall in no event be liable for the debts of the corporation beyond their stock.

CLAUSE 2. That if the proprietor of any share neglect to pay a sum duly assessed thereon, for the space of thirty days after the time appointed for payment, the treasurer of the company may sell by public auction a sufficient number of the shares to pay all assessments then due, with necessary and incidental charges thereon. The treasurer shall give notice of the time and place appointed for such sale, and of the sum on each share, by advertising the same three weeks successively before the sale in some newspaper published in said county; and a deed of the share so sold made by the treasurer, and acknowledged before a justice of the peace, and recorded by the clerk, who shall transfer said shares to the purchaser, who shall be entitled to a certificate therefor. CLAUSE 3. The president and directors, with the treasurer and clerk of such companies, shall, after the payment of the last instalment of the capital stock, make a cetificate stating the amount of the capital so fixed and paid in, which certificate shall be signed and sworn to by the president, treasurer, clerk, and a majority of the directors, and they shall cause the same to be recorded in the office of the recorder of deeds for said county.

CLAUSE 4. If any part of the capital stock of a company is withdrawn and refunded to the stockholders, before the payment of all the debts of the company contracted previously to the recording of a copy of the vote for that purpose in the office of the recorder of deeds, as prescribed in the preceding section, all the stockholders of the company shall be jointly and severally liable for the payment of such debts.

CLAUSE 5. If the directors of any company declare any dividend when the company is insolvent, or the payment of which would render it insolvent, they