P. L. 194. 18 May 1889 § 1. whom shall be citizens of the United States, may, by their agreement and upon a compliance with the provisions of this act, form themselves into an association for their mutual aid and benefit and protection in their trade concerns. May be incorporated. Ibid. § 2. When all applicants reside in one county. Form of petition to court for charter. 5. When such association is to include employés residing only in one county of this commonwealth, a petition in the following form, or substantially so, may be presented to the court of common pleas of such county: To the honorable the court of common pleas of The petition or the undersigned respectfully shows: county: First. That they are employés and residents of the county of Second. That three of your petitioners are citizens of the United States. Third. That they have agreed to form themselves into an association for their mutual aid, benefit and protection, in their trade concerns. Fourth. That the name of the association is to be Fifth. That said association is to include only employés who are residents of said county. Sixth. The chief office of said association is to be located at county. said Your petitioners therefore pray your honorable court to grant them a charter for such association. And they will ever pray. State of Pennsylvania, SS: Signatures of petitioners. Before me, in and for said county, personally appeared day of Anno Domini depose Signatures of affiants. Ibid. § 8. Application to governor if petitioners are from different counties. 6. When such association is to include employés residing in more than one county of this commonwealth, an application for a charter for the same may be made to the governor in the same, or substantially the same, form as to a court, excepting a change in the address thereof and an averment that the association is to include employés residing in more than one county of this commonwealth. Ibid. § 4. 7. Upon the presentation of a petition or application as aforesaid, it shall be Duty of court or the duty of the court or of the governor, to mark the same "Granted" and file governor on pres- the same of record in the proper office, and on request a certified copy thereof, entation of petion the payment of a reasonable fee therefor, shall be given to the petitioners. 8. An association authorized by this act, by virtue of its charter, shall have the tion. Ibid. § 5. Powers of associa- following powers: tion. Ibid. § 6. Embezzlement by its officers, &c. First. To have succession by its associated 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 purchase, hold and transfer such real estate and personal property as the purposes of the corporation may require. Fifth. To elect or appoint and compensate such officers or agents as the business of such association may require. Sixth. To establish a constitution and adopt by-laws and rules, not inconsistent with law, for the management of its property and the conduct and regulation of its affairs. Seventh. To enter into any obligation necessary to the transaction of its business. Eighth. To organize and establish, for the purposes mentioned in section one of this act, such subordinate associations of employés as shall apply therefor, under such reasonable rules, regulations and restrictions, as may by the parent association be deemed necessary. 9. Any officer, agent or member of such association, or of any such subordinate association, who shall fraudulently take, keep or convert to his own use, or to the use of another, any money or other thing of value, given to, collected for, P. L. 194. Penalty. or due, or belonging to such association, or which is to be sent, paid or delivered 18 May 1889 § 6. by such officer, agent or member, to any person, firm or corporation, on behalf of such association, shall be deemed guilty of a misdemeanor, and on conviction thereof shall be sentenced to restore the property, unless already restored, and to be imprisoned in the county jail or work-house for any period not exceeding one year, or to pay a fine of not more than five hundred dollars, or both or either, at the discretion of the court. Ibid. § 7. 10. Any officer, agent or member of such association, or of any such subordinate association, who shall wilfully keep, secrete, mutilate or destroy, or refuse Officer refusing to to turn over to his successor, duly elected or appointed, or to the proper authority surrender seal, as provided by the constitution and by-laws thereof, any seal, minute-book, &c., to successor. record, ledger, voucher or other book or books, paper or papers, or any article of personal property belonging or pertaining to the affairs of such association, shall be deemed guilty of a misdemeanor, and on conviction thereof shall be sentenced to restore to the proper authority such article or articles and to undergo an imprisonment for a period not exceeding six months, or to be fined in any sum not exceeding three hundred dollars, or both or either, at the discretion of the court. Penalty. P. L. 800. work. 11. It shall be lawful for employés, acting either as individuals or collectively, 16 June 1891 § 1. or as the members of any club, assembly, association or organization, to refuse to work or labor for any person, persons, corporation or corporations, whenever in When employés his, her or their opinion the wages paid are insufficient, or his, her or their treat- may refuse to ment is offensive or unjust, or whenever the continued labor or work by him, her or them would be contrary to the constitution, rules, regulations, by-laws, resolution or resolutions of any club, assembly, association, organization or meeting of which he, she or they may be a member or may have attended, and as such individuals or members or as having attended any meeting it shall be lawful for him, her or them to devise and adopt ways and means to make such rules, regulations, by-laws, resolution or resolutions effective, without subjecting them to indictment for conspiracy at common law or under the criminal laws of this commonwealth Provided, First. That this act shall not be held to apply to the member or members of any club, assembly, association, organization or meeting, Rules in conformity to constithe constitution, rules, regulations, by-laws, resolution or resolutions of which tution of U. S. or are not in conformity with the constitution of the United States and to the con- this state. stitution of this commonwealth: Provided, Second. That nothing herein contained shall prevent the prosecution and punishment, under any law, other than Hindering others that of conspiracy, of any person or persons who shall, by the use of force, from working. threats or menace of harm to person or property, hinder or attempt to hinder any person or persons who may desire to labor or work for any employer from so doing for such wages and upon such terms and conditions as he, she or they may deem proper: And provided, Third. That nothing herein contained shall pre- Conspiring to vent the prosecution and punishment of any persons conspiring to commit a commit a felony. felony.(s) 12. All laws or parts of laws of assembly inconsistent herewith are hereby repealed. Ibid. § 2. Repealing clause. (8) A striker who interferes with his employer by law, to resist its officers and to deprive any portion of insulting language and threats, will be bound over in their fellow-citizens of their legal rights." "Commonsubstantial security to keep the peace. Commonwealth v. O'Donnell, 12 C. C. 97. Where employers wealth v. Silvers, 11 C. C. 481. A striker who meets a non-union workman on the street, and calls him a "damn scab," will be summarily convicted and punished for disorderly conduct. Commonwealth v. Redshaw, 12 C. C. 91. It is a levying of war against a state, and treason, for a large number of men armed and organized to engage in the common purpose to defy the combine to resist an advance in wages by refusing to sell to any parties who have conceded such advance, they cannot be held liable in damages for refusing to sell to such parties, or advising others not to sell to such parties. Cote v. Murphy, 33 W. N. C. 421. Buchanan v. Kerr, Ibid. 427. Buchanan v. Barnes, Ibid. 428. TRADING COMPANIES. See CO-OPERATIVE ASSOCIATIONS; CORPORATIONS; MANUFACTURING COMPANIES. 1. How trading companies may be formed. 2. Directors to be individually liable, for declaring dividend which will render the company insolvent. Limitation of liability. 3. Loans not to be made to stockholders. Penalty. 4. Restriction of liabilities. Directors to be liable for excess. 5. Liability for making false certificate, &c. 6. Officers and stockholders paying debts, may recover from the company. 7. Individual liability to laborers, &c. 8. Contribution may be enforced. 18 July 1863 § 1. P. L. 1102. 9. When individual liability to be incurred. 10. Creditors' bill. 11. Assessments to pay creditors. 12. Liability of estates of decedents, &c. 13. Suits not to abate by death. 14. Suits not to be dismissed, without order of court, and notice. 15. Individual liability restricted. 16. Treasurers to keep separate bank-accounts. Penalty for neglect. 17. Not to sell their mines, &c., without the written consent of the stockholders. 1. Three or more persons who shall have associated themselves together by articles of agreement in writing, for the purpose of carrying on any mechanical, minHow trading com- ing, quarrying or manufacturing business (1) in this commonwealth, except that of distilling or manufacturing intoxicating liquors, and shall have complied with the provisions of this act, shall be and remain a corporation (u) under any name indicating their corporate character, assumed in their articles of association, and which is not previously in use by any other corporation or company.(v) panies may be formed. Ibid. § 24. 2. If the directors of any company declare any dividend when the company is insolvent, or the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all thereafter contracted, so long as they respectively continue in office:(w) Provided, That the amount for which they shall be liable shall not exceed the amount of such dividend; and if any of the directors are absent at the time of making the dividend, or object thereto at said time, and file their objections in writing with the clerk of the company, they shall be exempted from such liability. 3. No loan of money shall be made by such company to any stockholder therein, and if any such loan is made to a stockholder, the officers who make it, or assent thereto, shall be jointly and severally liable to the extent of such loan and interest, for all the debts of the company contracted before the repayment of the sum so loaned. 4. The whole amount of the debts of any such company, at any time, shall not exceed an amount equal to three-fourths of the actual and available assets of such company,(x) and in case of any excess, the directors under whose administration it Occurs shall be jointly and severally liable, to the extent of such excess, for all the debts of the company then existing, and for all that are contracted, so long as they respectively continue in office, and until the debts are reduced to the amount of the capital stock: Provided, That any of the directors who are absent at the time of contracting any debts, contrary to the foregoing provisions, or who object thereto, may exempt themselves from liability, by forthwith giving notice of the facts to the stockholders, at a meeting which they may call for that purpose. 5. If any certificate made, or any statement or notice given, by the officers of a company, under the provisions of this act, is false in any material representation, all the officers who signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted while they were officers or stockholders thereof. 6. Any officer or stockholder of a company who voluntarily, or by compulsion, pays a debt of the company for which he is made liable by this act, may recover the amount so paid, in an action against the company for money paid for its use, in which action, the property of the company only shall be liable to be taken, and not the property of any stockholder. (y) (t) Extended to companies to deal in patents, by act 27 March 1867, P. L. 47; to the business of printing and publishing, by act 3 March 1868, P. L. 45; to any horticultural or agricultural business, by act 17 March 1871, P. L. 292; to the transportation and storage of petroleum, in certain counties, by act 12 March 1872, P. L. 22; to bridge building, by act 27 March 1873, P. L. 49; and to dealing in petroleum, by act 9 April 1873, P. L. 66. (u) The general corporation act of 29 April 1874, tit. "Corporations," provides for the incorporation of all companies enumerated in the act of 18 July 1863, and its supplements; section 46 of the act of 1874 repeals the act of 18 July 1863, so far as it provides for the creation of corporations for any of the purposes pro vided by the act of 1874, or so far as it is inconsistent with the act of 1874. (v) This act does not require that the corporators should be subscribers to stock; they are mere instruments of the law, for organization. Densmore Oil Co. v. Densmore, 64 P. S. 43. (w) A firm may maintain a bill against the directors, under this section, though one of its members be a director, and party defendant. Archer v. Rose, 3 Brewst. 264! (r) So amended, by act 7 March 1872, P. L. 245. The title of this act refers to Beaver county only. (y) The thirty-third section of this act provides that every corporation shall annually, in September, deposit with the recorder of deeds a certificate under 7. The stockholders of any and all corporations under this act, shall be person- 18 July 1868 § 39. ally liable for all sums of money due to laborers and operatives, for services P. L. 1102. rendered within six months before demand made upon the corporation, and its Individual liability neglect or refusal to make payment.(z) 8. Any member or stockholder who pays, on a judgment or otherwise, more than his proportional share of any debt against the company, shall have a claim for contribution against the other members or stockholders. to laborers, &c. Ibid. § 40. Contribution may be enforced. Ibid. § 41. 9. No stockholder or officer in such corporation shall be held liable for its debts or contracts, unless a judgment is recovered against it, and the corporation shall When individual neglect, for the space of thirty days after demand made, on execution, to pay the liability to be inamount due, with the officer's fees, or exhibit to him real or personal estate of the curred. corporation, subject to be taken on execution, sufficient to satisfy the same, and the execution shall be returned unsatisfied. 10. After the execution shall be so returned, (a) the judgment-creditor, or any other creditor, may file a bill in equity, in behalf of himself and all other creditors of the corporation, against it and all persons who were stockholders therein at the time of the commencement of the suit in which such judgment was recovered, or against all officers liable for its debts and contracts, (aa) for the recovery of the sums due from said corporation, to himself and such other creditors, for which the stockholders or officers may be personally liable, by reason of any act or omission on its part or that of its officers, as stated in preceding sections of this act, setting forth the judgment and proceedings thereon, and the grounds upon which it is expected to charge the officers or stockholders personally. 11. Such sums as may be decreed to be paid by the stockholders in such suit in equity, shall be assessed upon them, in proportion to the amounts of stock by them respectively held, at the time when the suit in which said judgment was recovered was begun; but no stockholder shall be liable to pay a larger sum than the amount of stock held by him at that time, at its par value. 12. The estates and funds in the hands of executors, administrators, guardians or trustees, shall not be liable to greater extent than the testator, intestate, ward or person interested in the trust-fund would have been, if living and competent to act and hold the stock in his own name. Ibid. § 42. Creditors' bill. Ibid. § 48. Assessments to pay creditors. Ibid. § 44. Liability of estates decedents, &c. of Ibid. § 45. 13. If, during the pendency of any suit in equity, as herein provided, one of the defendants shall decease, the suit shall not abate thereby, and his estate, in the suits not to abate hands of his executor or administrator, shall be liable to the same extent as he by death. would be, if living; such executor or administrator may voluntarily appear, and become a party to such suit, or may be summoned by plaintiff. Ibid. § 46. 14. After a suit in equity to enforce the liability of stockholders or officers shall have been commenced, it shall not be competent for the plaintiff to dismiss the Suits not to be dissame, without order of court, and such notice to other creditors as the court may order of court and deem reasonable under the circumstances. 15. The officers and stockholders of corporations organized under this act shall not be individually liable for the debts of said corporation, otherwise than in this act provided. missed without notice. Ibid. § 47. Individual liability restricted. P. L. 71. 16. The treasurer of every manufacturing or mining company now incorporated 17 April 1869 § 2. or hereafter incorporated under any special or general law of this commonwealth, shall keep the moneys of the corporation in a separate bank-account, to his credit Treasurers to keep as treasurer, under the penalty of fifty dollars for every day he shall fail to comply separate bankwith said duty, to be recovered at the suit of any informer, in an action of debt; and every director of any such corporation who shall consent to such breach of duty, or, having knowledge thereof, shall not enter his protest on the minutes of the company, shall be liable to the same penalty, to be recovered in like manner. accounts. 8 May 1871 § 2. P. L. 265. 17. The directors of any mining company incorporated under an act relating to corporations for mechanical, manufacturing, mining and quarrying purposes, Not to sell their approved July 18th, Anno Domini 1863, shall not have power to sell, convey or mines, &c., withlease any mine or mines held by said company, without having first obtained the out the written written consent of the stockholders owning the majority of the stock. oath, stating the amount of capital stock paid in, the names and number of shares held by each stockholder, the amount invested in real estate and in personal estate, the amount of property owned and debts due to the corporation the first day of the previous August and the amount as nearly as can be ascertained of existing demands at the date of the certificate, and section 34 provides that a failure to file such certificate shall render the officers jointly and severally liable for all the debts of the corporation contracted during the continuance of such neglect. This penalty is not expressly or impliedly repealed by the corporation act 29 April 1874. Kurtz v. Wigton, 34 W. M. C. 219. (z) This does not extend to a claim for hauling slate from their quarry, to a railroad station, for shipment; nor to repairing wagons at the plaintiff's shop in an adjoining county, five miles from their quarry. Moyer v. Pennsylvania Slate Co., 71 P. S. consent of the stockholders. 293. See Hovey v. Ten Broek, 3 Robertson 316. Richardson v. Abendroth, 43 Barb. 162. Williamson v. Wadsworth, 49 Ibid. 294. Vincent v. Bamford, 42 How. Pr. 109. Coffin v. Reynolds, 37 N. Y. 640. Aiken v. Wasson, 24 Ibid. 482. A stockholder, whether original or holding by transfer, cannot rid himself of his responsibility to creditors, after the corporation has become insolvent. Aultman's Appeal, 98 P. S. 505. And see Chambersburg Woollen Co. v. Chambersburg Manufacturing and Building Association, 31 Ibid. 357. (a) A return of nulla bona is not enough; the sheriff must certify that no real or personal property of the corporation was exhibited to him, sufficient to satisfy the debt. Bacon v. Morris, 10 Phila. 93. (aa) In a bill to enforce the personal liability of the officers, it is improper to join the company as a defendant. Sheriff v. Globe Oil Co., 1 Brewst. 489. And see Young v. Allegheny Oil Co., 10 Phila. 525. TRAMPS. See CRIMES; Vagrants. TRANSIENT RETAILERS. See MERCANTILE LICENSE. TREASON. See CRIMES; CRIMINAL PRocedure. TRESPASS. See CRIMES; JUSTICES OF THE PEACE. 1. Defendants may disclaim and tender amends. Effect thereof. 2. In trespass quare clausum fregit plaintiff may recover damages, for taking his goods, without proving title to the land. 27 March 1718 § 3. 1 Sm. 77. Defendants may der amends. Effect thereof. 3. Actions of trespass not to abate by death. 4. Mining upon the land of another punished. Liability for double damages. Exceptions. 1. In all actions of trespass quare clausum fregit hereafter to be brought, wherein the defendant or defendants shall disclaim, in his or their plea, to make any title or claim to the land in which the trespass is by the declaration supposed to be disclaim and ten- done, and the trespass be by negligence or involuntary, the defendant or defendants shall be admitted to plead a disclaimer, and that the trespass was by negligence or involuntary, and a tender or offer of sufficient amends for such trespass, before the action brought; whereupon, or upon some of them, the plaintiff or plaintiffs shall be enforced to join issue; and if the said issue be found for the defendant or defendants, or if the plaintiff or plaintiffs shall be nonsuited, the plaintiff or plaintiffs shall be clearly barred from the said action or actions, and all other suit concerning the same. (b) 20 April 1846 § 6. P. L. 412. In trespass quare clausum fregit plaintiff may re cover damages for taking his goods, without proving title to the land. 12 April 1869 § 1. P. L. 27. 2. In all actions of trespass quare clausum fregit now pending, (bb) or which may hereafter be brought, in which, upon the trial of the cause, the value of any goods or property taken, and damages for such taking and detention, only shall be claimed, if the legal right to such goods or property shall be found to be in the plaintiff or plaintiffs, he or they shall be entitled to recover the value of such goods and property, and damages aforesaid, in the same manner as in actions of trespass, for taking goods and chattels, without regard to the form of action, and notwithstanding the plaintiff may not have had the possession or title or claim to the land, in which the trespass is by the writ and declaration supposed to have been done.(c) 3. No action or right of action for mesne profits, or for trespass against property, real or personal, shall abate, by reason of the death of the person liable therefor, Actions of trespass but suit may be brought and recovery had against the personal representatives of such deceased person; and if such death occur after suit brought, the personal representatives may be substituted for the decedent, and said suit prosecuted to judgment, and the estate of such deceased person shall be liable to the same extent as if he were living. not to abate by death. 8 May 1876 § 1. P. L. 142. Mining upon the lands of another punished. 4. If any person or corporation shall mine or dig out any coal, iron or other minerals, knowing the same to be upon the lands of another person or corporation, without the consent of the owner, the person or corporation so offending, shall be guilty of a misdemeanor; and being thereof convicted, shall be sentenced to pay such fine not exceeding one thousand dollars, or to such imprisonment not exceed (b) See Bright. Costs, 20, 30, 38, as to costs in trespass, where the damages are under forty shillings. (bb) Repealed as to actions pending, by act 15 March 1847, P. L. 397. (c) See Mechanics' and Tradesmen's Insurance Co. v. Spang, 5 P. S. 115. |