P. L. 36.

27 March 1865 § 9. a tax of one-half of one per centum on the amount added as aforesaid to their original capital, in four equal annual instalments, the first to be paid within one year after the said increase thereof.

31 March 1866 § 1. P. L. 98.

Companies may issue preferred stock.

12 April 1867 § 1. P. L. 72.

May alter the

amount of their capital.

Ibid. § 2.

Tax on such capital stock.

16 Dec. 1869 § 1. P. L. 1872.

22. Every company heretofore or hereafter incorporated under the provisions of the act of April 21st, 1854, and the various supplements thereto, 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 one-half of the stock 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.

23. At any meeting of the stockholders of any company incorporated for the purpose of mining for crude oil or petroleum, and selling or conveying the same to market, under the laws of this commonwealth, (y) where a majority of the stock of such companies is represented, it may be determined, by a vote of the majority of the stock of the company, that the capital thereof, as well as the number of shares, and the par value thereof, may be altered and changed to such an amount, number and value as those representing a majority of the stock shall deem advisable; and thereupon a certificate, stating the amount of the capital, the number of shares and the par value thereof so changed as aforesaid, shall be made and signed by the president and a majority of the board of directors of the company, and duly acknowledged by them, and the same placed on record in the recorder's office, where the original certificate of the company is recorded, and a certified copy thereof filed with the auditor-general of this commonwealth: Provided, That the notice of the meeting of the stockholders shall be given according to the bylaws of the company, stating succinctly, in the notice, the objects of the meeting. 24. All such companies, organized under the aforesaid act of the 21st day of April, Anno Domini 1854, and its supplements, shall not be liable, under the provisions of said act, in the aggregate for more than one-half of one per centum on the capital stock, as altered and changed as aforesaid; and whatever portion, if any, of the said corporation tax shall still remain unpaid to the commonwealth, the same shall be due and payable only out of the first net earnings or income of such companies hereafter realized.

25. It shall be lawful for any company incorporated under the provisions of the act to which this is a supplement, and its several supplements, to increase its May increase their capital stock, in the manner and subject to the provisions of an act approved the capital stock. 10th day of April, Anno Domini 1862,(z) entitled "A supplement to an act, entitled An act to enable joint-tenants, tenants in common and adjoining owners of mineral lands in this commonwealth, to manage and develop the same,' passed the 21st day of April 1854:" Provided, That the amount of additional stock so issued shall not exceed five hundred thousand dollars, and that upon such increase being made the stockholders of such company may provide for the time and manner of the pro rata distribution, or the price or terms of the sale of the additional capital stock: Provided, That on making such increase of capital, notice shall be forthwith given thereof to the auditor-general; and that upon such increase of capital, said corporations shall pay into the treasury of the commonwealth such bonus and taxes as are now or may hereafter be required by law.

8 May 1871 § 1. P. L. 265.

All mining companies may alter the amount of their capital.

21 April 1854 § 4. P. L. 438. Election of directors.

Powers of directors.

26. The provisions of the first section of the act approved April 12th, 1867, (a) entitled "An act authorizing the reduction of the capital stock of oil companies, and the equalization of the taxes relative thereto," be and the same are hereby extended and made applicable to all companies incorporated under the provisions of the act approved April 21st, 1854, entitled "An act to enable joint-tenants, tenants in common and adjoining owners of mineral lands in this commonwealth to manage and develop the same," and the supplements thereto.

V. Election of officers.

27. The stockholders shall annually elect five directors for the management of the affairs of the company, at such time and place and upon such notice as may be fixed by the by-laws of the company, to serve for one year and until others are elected; and the company shall not be dissolved by reason of a failure to elect such directors at the proper time and place. The election shall be conducted by ballot, and such of the stockholders of the company as shall attend for that purpose, shall be entitled in person, or by proxy, to one vote for each share of stock held by him or them. And the directors shall elect one of their number president of the board, and shall have full power to make by-laws, and to appoint such officers and agents as they shall deem expedient for the well conducting and management and transacting the business of the company, declare and provide for the payment of the dividends to the stockholders, and in general to superintend the business

(y) See infra 26.

(z) Supra 9, 11.

(a) Supra 23.

and affairs of the company: Provided, Such by-laws shall not be repugnant to any 21 April 1854 § 4. of the laws of this commonwealth or of the United States.

P. L. 438.

P. L. 34.

28. The board of directors of any company incorporated under the said act, 27 March 1865 § 3. may consist of any number not less than five, nor more than thirteen, and in the case of any company heretofore organized thereunder, it may be increased to any Number of direcnumber not exceeding thirteen, as follows: the president and existing directors, tors. or a majority thereof, shall make and sign a certificate declaring how many directors the said company shall have for its future management, which certificates shall be recorded in the office of the secretary of the commonwealth; and thereafter, the stockholders shall, at their annual elections, elect said number of directors; and the number of directors as aforesaid may, in like manner, be reduced, at any time, to a number not less than five.

P. L. 83.

29. No stockholder shall be allowed to cast his vote for the election of any officer 15 April 1867 § 1. or officers of any oil or other mining company, incorporated by the laws of this commonwealth, unless such stockholder shall produce his certificate of stock, with Stockholders to power of attorney, [properly stamped,] or such other satisfactory evidence that he, produce certifishe or they are bona fide the owners of such stock to be so voted, as the secretary claiming to vote. and other officers of said company shall require.

VI. Meetings - Office.

cates, &c., when

P. L. 34.

30. The annual meetings of the stockholders of any company incorporated 27 March 1865 § 10. under the act to which this is a supplement, shall be held within this commonwealth, at such place as may be designated in the by-laws; and where a majority Corporate meetof the directors shall reside out of the state, the meetings of said directors may ings. be held, and the office of the company located, at such place as may be most convenient to the said directors, upon filing, in the office of the auditor-general, a cer- Location of office. tificate of the location of said office, and the names of the officers and directors of said company.

VII. Liabilities of officers and stockholders.

P. L. 438.

31. The stockholders in any company formed in pursuance of the provisions of 21 April 1854 § 5. this act shall be jointly and severally liable, in their individual capacities, for all debts contracted by them for work and labor done or materials furnished for the Stockholders to be opening, improving and preparing their said lands for mining purposes aforesaid: individually liable. Provided, however, That said companies may provide against contracting any such Penalty on officers debts as aforesaid, by the adoption of a by-law requiring all payments for the illegally contractpur- ing debts. poses aforesaid to be cash; and in any such case, if any officer, agent or employé of any such company, shall contract any debt for the purposes aforesaid, in violation of any such by-law, such officer, agent or employé shall be deemed guilty of a misdemeanor, and upon conviction thereof, in the court of quarter sessions of the peace of the county where such debt shall have been contracted, he, she or they shall be sentenced to pay a fine not less than the debt so contracted, nor more than double the same, and to undergo an imprisonment in the proper jail of such county not exceeding twelve months.

the products of

32. Companies now formed, or that may hereafter be formed under the act 9 April 1856 § 1. mentioned in the foregoing section, be and they are hereby authorized, in addition P. L. 283. to the rights and privileges conferred by said act, to engage in and carry on the May mine, prepare mining, and preparing for market, coal, fire-clay and other minerals found on or in for market and sell their lands, manufacturing the products of the same, selling or conveying the same, their lands. and the products thereof, to market: Provided, That the liability of the stockholders created by said act, shall extend to include all debts contracted by them for work and labor done or materials furnished for opening, improving and preparing their Liability of stocklands, for mining purposes, and all debts contracted by the said corporation in their business of mining, selling and conveying to market the minerals on or in their said lands: Provided also, That such companies shall make the return, and pay the tax on dividends, to which the stock of such company shall be liable under the existing laws of this commonwealth: Provided, That the amount of capital stock Amount of capital. shall not exceed five hundred thousand dollars.(b)

holders.

Tax on dividends.

P. L. 380.

33. In order the better to limit and restrict the amount of liabilities to the actual 30 March 1860 § 1. capital of all companies formed under the act to enable joint-tenants, tenants in common, and adjoining owners of mineral lands in this commonwealth, to manage Limitation of debts and develop the same, approved the 21st day of April 1854, and to provide for the and liabilities. protection of both the creditors and stockholders thereof, the total amount of the debts and liabilities (other than its capital stock) of any such company shall never exceed the amount of its capital actually paid in; and if any debts or liabilities Directors and offishall be contracted exceeding the said amount, the directors and officers contract- cers to be individing the same, or assenting thereto, shall be jointly and severally liable, in their ually liable for individual capacities, for the whole amount of such excess, and the same may be recovered by action of debt, as in other cases.

excess.

(b) Extended to Northumberland county (which was excepted from the operation of the original act), by act 4 June 1864, P. L. 939.

30 March 1860 § 2. P. L. 380.

of stockholders.

34. The stockholders of all such companies shall be jointly and severally liable, in their individual capacities, for all debts and contracts made by their respective Individual liability companies, to the amount remaining unpaid on each share of stock held by them respectively; and shall be liable, in like manner, for all debts due to mechanics, workmen and laborers employed by their company :(c) Provided, however, That no stockholder, director or officer shall be held individually liable for any such debt as aforesaid, unless the same shall have been sued for within one year after the time at which it was contracted.

Limitation.

4 June 1864 § 1. P. L. 938.

Mining companies may acquire other property than that described in their

certificate.

30 Sept. 1864 § 1. P. L. 961.

Coal companies may purchase leaseholds.

P. L. 34.

VIII. Powers of mining companies.

35. It shall be lawful for any company duly incorporated under the provisions of an act to enable joint-tenants, tenants in common, and adjoining owners of mineral lands in this commonwealth, to manage and develop the same, approved the 21st day of April, Anno Domini 1854, and of the several supplements thereto, to acquire, hold and convey, for the purposes therein mentioned, other real and personal estate than that described in its certificate of association: Provided, The land so held shall not exceed the quantity limited in said act, or the supplements thereto.

36. Whenever by the terms of the act of incorporation, authority is given to any company to purchase lands for mining and selling coal, such authority shall be taken to include the leasing or purchasing of leases of lands similarly situated, and for the same purposes: Provided, That the quantity of land held on lease shall be deemed and estimated as so much of the lands authorized to be purchased.

27 March 1865 § 1. 37. The directors of any company, incorporated under the act to which this is a supplement, shall have the power to sell and convey any part, or the whole, of any Power to sell real real estate belonging to said company: Provided, That the consent of the holders of a majority of the stock, to said sale, shall be first obtained, at a meeting called for that purpose, in accordance with the by-laws.

estate.

Ibid. § 2. Application of proceeds of sale.

Ibid. § 4,

Acts to apply to grants of mining privileges.

Ibid. § 5.

Mode of acquiring title.

38. The said stockholders may direct how the proceeds of such sale shall be applied, whether in whole or in part, as working capital, or in reduction of capital stock, to any other corporate purpose, but no portion of such proceeds of sale shall be applied to the reduction of capital stock, or payment of dividends, until all the debts due by said company, at the time of said sale, shall have been first provided for or paid. And before any reduction of said capital stock, as aforesaid, shall be carried into effect, the president and a majority of the directors of said company shall make and sign a certificate thereof, under oath or affirmation, and cause the same to be recorded in the office of the secretary of the commonwealth, and filed with the auditor-general, and new certificates of the capital stock, so reduced, shall be thereupon issued.

39. The provisions of the act to which this is a supplement, and the various supplements thereto, shall apply to lands held under grant in perpetuity of the mining privilege therein, as well as to lands held in fee-simple or under lease, and to adjoining owners, as well as to joint owners, and whether the legal and equitable estates be joint or severed (several) in said owners.

40. It shall be deemed and taken to be the true intent and meaning of the act to which this is a supplement, that the right, title and interest of the owners in and to the lands, leasehold or other interests mentioned and described in the certificate in writing, required by the first section of said act, should vest in the company therein named, and without any further conveyance or assignment, and free and disDuty of recorder. charged from all right or claim of dower; and it shall be the duty of the recorder of deeds of the county in which said certificate is or shall be recorded, to enter the names of the parties signing said certificate among the grantors, in the index of deeds and conveyances in his office.

5 July 1869 § 1. P. L. 1278.

real estate, free

from dower.

41. It shall be deemed and taken to be the true intent and meaning of the act to which this is a further supplement, that in all cases where the legal title to the lands, Companies to take leasehold or other interests mentioned and described in the certificate in writing, required by the first section of said act, have been, are or shall be held in the name of one or more persons, for the benefit or in trust for himself or selves, or conjointly with others, the right, title and interest of such person or persons in whose name the same were or are held, shall be deemed to vest in the company therein named, freed and discharged from all claim or right of dower, without any further conveyance or assignment, as fully as though the same had been or are held in joint-tenancy in fee-simple, or by absolute ownership.

27 March 1865 § 1. P. L. 37.

42. It shall be lawful for any company, incorporated or hereafter incorporated under the provisions of the act to which this is a supplement, and the several Power to contract supplements thereto, including this act, to borrow on loan, for the prosecution of their legitimate business, any sum or sums of money not exceeding the amount of capital stock paid in or represented by the lands of the company, and issue bonds therefor not less in amount than one hundred dollars each, at a rate of inter

loans.

(c) See note to tit. "Trading Companies."

P. L. 37.

est not exceeding seven per centum per annum, and for securing the payment 27 March 1865 § 1. thereof to execute a mortgage or mortgages of all or any part of their real estate and franchises under the seal of the corporation, to be signed and acknowledged by the president or other chief officer thereof: Provided always, That the loan created shall first be approved by a majority of the stockholders, at a meeting convened to consider the propriety of borrowing the proposed sum of money.

43. Whenever any company organized under the provisions of the act to which 20 April 1866 § 1. this is a supplement, and the several supplements thereto, shall determine to P. L. 118. borrow, on loan, for the prosecution of its legitimate business, any sum or sums May sell their of money which, by the supplement to said act, passed the 27th day of March bonds below par. 1865, it is authorized so to do, and shall issue bonds, certificates of loan or other evidence of indebtedness secured by mortgage for payment thereof, such company is hereby authorized to sell the same, at less than their par value; and any company which may have issued, or shall hereafter issue, any such bonds, certificates of loan or other evidence of indebtedness executed by such company, and has disposed of or may hereafter dispose of the same at less than their par value, such transaction shall not be deemed usurious or in violation of any law of this commonwealth prohibiting the taking of more than six per cent interest: Provided, That the consent of a majority of the stockholders shall be obtained thereto before sale of the bonds: Provided, That the provisions of this act shall not apply to the county of Luzerne.

P. L. 1872.

44. All iron and other manufacturing and mining corporations, incorporated 11 Jan. 1867 § 1. 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, Power of certain and to dispose of their bonds or certificates of loan or pay interest thereon at such companies to conrates as railroad and canal companies may now do. (d)

IX. Company stores.

tract loans.

P. L. 256.

45. On and after the passage of this act it shall not be lawful for any mining 9 June 1891 § 1. or manufacturing corporation of this commonwealth, or the officers or stockholders of any such corporation, acting in behalf or in the interest of any such Company stores corporation, to engage in or carry on, by direct or indirect means, any store prohibited. known as a company store, general supply store or store where goods and merchandise other than such as have been mined or manufactured by the mining or manufacturing corporation, of which said officers or stockholders are members, are kept or offered for sale.

Ibid. § 2.

Not lease or sell

46. No mining or manufacturing corporation engaged in business under the laws of this commonwealth shall lease, grant, bargain or sell to any officer or stockholder of any such corporation, nor to any other person or persons what- right to maintain soever, the right to keep or maintain upon the property of any such corporation any store. company, general supply or other store in which goods other than those mined or manufactured by the corporation granting such right shall be kept or exposed for sale whenever such lease, grant, bargain or sale as aforesaid is intended to defeat the provisions of the first section of this act. Nor shall any such mining or manufacturing corporation, through its officers, stockholders or by any rule or regulation of its business, make any contract with the keepers or owners of any store, whereby the employés of such corporation shall be obliged to trade with such keeper or Obligation to trade. owner, and that any such contract made in violation of this act shall be primâ facie evidence of the fact that such store is under the control of such mining or manufacturing corporation and in violation of this act.

Ibid. § 3.

Penalty.

to commence pro

47. For any violation of any of the provisions of this act by any mining or manufacturing corporation aforesaid, such mining or manufacturing corporation so offending shall forfeit all charter rights granted to it under the laws of this commonwealth, and it is hereby declared and made the duty of the attorney- Attorney-general general of this commonwealth, upon complaint of such violation of any of the pro- ceedings. visions of this act by a petition signed and sworn to by two or more citizens, residents of the county where the offence is sworn to have been committed, to immediately commence proceedings against the corporation or corporations complained against by a writ of quo warranto.

48. All acts or parts of acts inconsistent with this act are hereby repealed.

Ibid. § 4. Repealing clause.

(d) This does not empower them to give chattel mortgages. Roberts's Appeal, 60 P. S. 400.

MINING RIGHTS.

1. Upon abandonment of right, owner may petition for extinguishment. Notice to owner of right.

26 May 1893 § 1. P. L. 143.

When right to

mine iron ore has

been abandoned after ore is ex

hausted, owner of land may petition for extinguishment of right.

Notice to owner of right.

Ibid. § 2.

How petition to be verified.

2. How petition to be verified. Decree. When act to take effect.

1. When any person or persons claiming to have or to hold the right to mine iron ore in any lands in this commonwealth by conveyance, lease, reservation in a deed, or any other writing, and where the said right to mine iron ore has at time any been exercised and the iron ore in such lands has been exhausted and such right of mining has been subsequently abandoned, and after such abandonment has not been entered upon and exercised for a period of twenty-one years, it shall be lawful for the owner or owners of the land to petition the court of common pleas in and for the county where the land is located for a decree for the extinguishment of said right: Provided, That before said petition is presented to said court, personal notice of such application or petition shall be given fifteen days prior to the presenting said application or petition to the owner or owners of said right, if he, she or any of them reside within the limits of said county, and if they do not reside in said county, then notice of said application shall be published in at least one newspaper published in said county for four successive weeks immediately prior to the term of court at which such application or petition is to be presented, and a copy of the newspaper in which said notice is first published, shall be sent directed to the owner or owners of said right to their nearest post-office, if such can be ascertained.

2. Upon such application or petition being presented to the court, verified by the affidavit of the owner of the land that said right has not been entered upon and exercised for a period of twenty-one years, and that he and those under whom he claims has been in the adverse possession for the period of twenty-one years, and notice of the application having been given as required by section first of this act, and it being also shown to the court by the affidavit of two or more disinterested witnesses that said right has not been entered upon or exercised for a period of twenty-one years, and that the iron ore in the lands sought to be released has been substantially exhausted, it shall be lawful for said court to make a decree releasing said land from the charge upon it and extinguishing the said right or reservation, unless the owner or owners of said land appear and show cause why such a decree should not be entered, and no action thereafter shall be sustained to enforce said right: Provided, That this act shall not take effect within one year from its pasWhen act to take sage: Provided further, That the provisions contained in this act shall only be extended to those rights which have already been exercised and to those lands in which the iron ore has been exhausted.

Decree.

effect.

MISTAKE.

See AMENDMENT; BAILEES.

MOBS.

See RIOTS.

MONEY LOST AT PLAY.

See GAMING.