it is hereby enacted by the authority of the same, That all and every the persons who shall at the time of the passing of this act, be members of the company established in Clarksville, in the county of Greene, for the promotion of doméstic manufactures, shall be, and they are hereby created and declared to be, one body politic and corporate, in deed and in law, by the name, style, and title of "The Monongahela Style of the manufacturing society;" and by the same name shall have corporation. succession, and shall be able and capable to sue and be sued, implead and be impleaded in all courts of record of this state, and elsewhere, to purchase, receive, have, hold, and enjoy, to them and their successors, any property of what nature, kind or quality soever, real, personal or mixed, or choses in action, and the same from time to time to sell, grant, demise, alien or dispose of; Provided, the clear yearly income of said real Proviso. estate shall not at any time exceed the sum of two thousand dollars; to make and use a common seal, and the same to alter or renew at pleasure, to ordain, establish, and put in opera- Of by-laws, tion such by-laws, rules and regulations, as shall appear neces- &c. sary and convenient for the government of the said corporation, not being contrary to the constitution or laws of the United States, or of this state; and generally to do all and singular the matters and things, which to them shall lawfully appertain for the well being of the said corporation, and for the managing and ordering the affairs thereof.

All estates,

tion.

SECT. II. And be it further enacted by the authority aforesaid, That all the joint stock, and all the estate real, personal and mixed, and all the securities, debts, dues, claims and demands, books, papers, and all the records, deeds, books, papers, bonds, bills, notes, &c. vested in vouchers, and other documents whatsoever, in anywise belong- the corpora ing to, or held or claimed by the said company at the time of the passing of this act, shall be vested in the corporation hereby created, as absolutely and completely, to all intents and purposes as the same respectively belong to or are held and claimed by the said company, or by their officers and agents, for their use; and all contracts and other engagements, debts, obligations, and All contracts assumptions whatsoever, of the said company or association &c. made be of citizens, entered into, made, subsisting, due and payable, fore the pas sing of this or to grow due and payable at the time of the passing of this act, shall be act, shall thenceforth be as obligatory and binding upon the obligatory on said corporation of "The Monongahela manufacturing socie- the corporaty," hereby created, to all intents and purposes as if the same respectively had been entered into, made, or contracted by the Every person said company subsequently to its incorporation; and all con- association, tracts, grants and obligations, whatsoever, wherein or where- shall be bound by any person or persons now are held or bound for the payment of any monies, or the performance of any act, matter

tion.

liable to the

to the corpo

ration.

Contracts

or thing whatsoever, to the said association of citizens, shall be and are hereby declared to be due and payable to, and vestprior hereto, ed in the said corporation; and it shall be lawful for the said shall be liable corporation, and for the parties who have as aforesaid contracted with the aforesaid association of citizens, respectively, to maintain actions, or otherwise enforce the due performance of all such contracts, as fully as if the same had been originally made with the said corporation.

to action.

The stock of

tion shall not

exceed
$20,000.

SECT. III. And be it further enacted by the authority aforesaid, the corpora- That the capital stock of "The Monongahela manufacturing society," shall never consist of more than twenty thousand dollars, including the property mortgaged, held, or conveyed for the security or satisfaction of debts previously contracted in the course of its dealings and purchases, at sales upon judg ments which shall have been obtained for such debts.

How the affairs of the

shall be directed.

How direc

chosen and

when and where.

tors.

SECT. IV. And be it further enacted by the authority aforesaid, That the affairs of the company shall be managed and supercorporation intended by thirteen directors, to be chosen from the stockholders, who shall choose one of their number for president, and in case of the removal by death, resignation or otherwise, of the president, or any director, the vacancy shall be supplied by the board of directors for the remainder of the period only during which such president or director shall have been elected to serve the directors shall be chosen by baltors are to be lot in the town of Clarksville, on the first Tuesday in January, in every year hereafter, by a majority of votes of the stockholders present, (being citizens of the United States, and none others shall be entitled to a vote or hold any office in said institution,) which directors shall serve for one year next First direc- ensuing their election and no longer; Provided always, that Samuel Jackson, Abijah M Clean, William Buckingham, sen. Jesse Bumgarner, Adam Wise, junior, William Ross, James Hill, El Phillips, John Warfield, John L. Harrison, Parker Campbell, Jeremiah Kindall, Samuel Clark, shall be the present directors, and shall continue in office until others shall have been chosen the number of votes to which each stockholder shall be entitled, shall be according to the number of shares he, she or they may hold, for one, and not more than two shares one vote, and one vote only for every three subsequent shares, and such votes may be given either in person, or by proxy duly constituted, in writing; And provided also, that if an election of directors shall not take place upon any day on which it is directed to be held by this act, the said corporation shall not on that account be dissolved, but it shall be lawful on any other day as soon as may be, to hold and make an election of directors, in such manner as shall have been regulated by the by-laws and ordinances of the said corporation.

Of votes.

Proviso.

SECT. V. And be it further enacted by the authority aforesaid, To what uses That the funds of the society shall be confined to and em- the funds ployed in the manufacturing of iron, hemp, flax, wool and shall be apcotton, and the erection and repairs of such buildings as may plied. be suitable and necessary to the carrying on of the manufacturing business within the said town of Clarksville, and for no other purpose whatsoever; and the said company shall not directly or indirectly, issue in their corporate capacity, any the corporaDisability of notes in the nature of bank or cash notes, nor become en- tion. dorsers to any negociable paper in the nature of bills of exchange, or in any manner or way receive deposits of money or discount any note or notes after the manner of any bank or banks.

declared.

SECT. VI. And be it further enacted by the authority aforesaid, Stated meetThat for the more effectual furtherance of the objects of the ings may be company, there shall be held stated and other meetings of the held. board as often as may be necessary; Provided, that in all cases Proviso. when any other than stated meetings are to be held, due notice in writing shall be left at each director's place of abode, of the time and place of holding the same, a majority of the directors shall always be necessary to make a quorum to do business; a journal of the proceedings of the board shall be duly kept, and the names of the members present, and the yeas and nays, upon every question entered upon the journal. SECT. VII. And be it further enacted by the authority aforesaid, When diviThat the board of directors shall, in the month of January in dends shall be every year, or oftener if they think proper, declare a dividend of the profits arising from the stock of the company, and such dividend shall be paid to the respective stockholders or their lawful representatives, at such place as the said board may appoint, within twenty days after declaring the same; but if at The conseany time a greater dividend than the actual profits of the in- quence of im stitution should be made, and the capital thereby impaired, pairing the stock thereby. the directors voting for such dividend to be made, shall from their own private estates, make good the loss which the capital shall have sustained in consequence thereof. SECT. VIII. And be it further enacted by the authority aforesaid, That no transfer of stock shall be valid unless made in a book transfers may to be kept by the company for that purpose, but any share be made. or shares of stock may be transferred by the stockholders or their lawful representatives when thus made subject to the rules prescribed by the by-laws of the company, and it shall be the duty of the directors or such person or persons as they may appoint, to grant certificates to any person or persons who shall have purchased stock transferred as aforesaid, apply Persons puring for the same, signed by the president and secretary, (on chasing stock the payment of twenty-five cents, for each, to be appropriated entitled to a to the use of the company,) on producing the former certifi- certificate.

How legal

Of committees.

Their power.

A majority of stockholders

may demand a statement

of the funds.

The incom

petency of a director.

Proviso,

The limita tion of this act.

Proviso,

cate or certificates of said stock, and paying all debts and instalments previously due thereon and payable to the company, and the by-laws shall provide for the case of a certificate lost or destroyed.

SECT. IX. And be it further enacted by the authority aforesaid, That for the more easy and convenient transaction of the business of the institution, the board of directors shall be empowered from time to time to appoint committees out of their own body, consisting of such members as they may determine, which committee or committees shall be fully empowered to transact such current business as may come before them, subject always to the provisions of this act, and the orders and instructions of the board of directors.

SECT. X. And be it further enacted by the authority aforesaid, That when a majority of the stockholders shall make applica tion in writing for a general statement of the funds of the institution to be made, the board of directors shall within thirty days call a general meeting of the stockholders, and lay before them such statements as shall have been required.

SECT. XI. And be it further enacted by the authority aforesaid, That no director shall be competent as security for any of the officers or agents of the company during the time he shall be a member of the board of directors; Provided nevertheless, that nothing herein contained, shall in anywise invalidate any security heretofore given.

SECI. XII. And be it further enacted by the authority aforesaid, That this act shall be and continue in force for twenty years from the passing thereof, and no longer for the purpose of ma nufacturing as aforesaid; but for the liquidation and settlement of all the transactions and accounts of the said company, the corporate powers thereof shall be and continue effectual to all intents and purposes, as specified in this act, until the whole shall have been fully liquidated and settled; provided always, that if the said corporation shall, at any time hereafter, misuse or abuse any of the chartered privileges hereby granted, the legislature may at any time thereafter resume all and singular the rights, privileges, liberties, and franchises hereby granted to said company.

JOHN TOD, Speaker

of the House of Representatives. P. C. LANE, Speaker of the Senate.

APPROVED the thirty-first day of March, one thousand eight

hundred and twelve.

SIMON SNYDER.

CHAPTER CLXXXIV.

A further SUPPLEMENT to the act entitled "An act to previde a more effectual method of settling the public accounts of the commissioners and treasurers of the respective counties."

ers of Lan

accounts the

BE it enacted by the senate and bouse of representatives of the commonwealth of Pennsylvania, in general assembly met, and it is hereby enacted by the authority of the same, That when the When the accounts of the county commissioners, within the county of commissionLancaster, shall have been or may be settled by the auditors, caster county according to the directions of the act to which this is a supple- appeal from ment, and the commissioners shall have appealed or may appeal the settlefrom such settlement and an issue be directed thereon, it shall ment of their be the duty of the court of quarter sessions, and they are here- court of quarby authorized in such case, to employ counsel, and to draw ter sessions their order on the county treasurer, in favour of such counsel may employ for such reasonable compensation as shall be agreed on for his counsel, &c. services, which the said treasurer is hereby required and enjoined, to pay out of the county stock; but this act shall not be construed, to extend to give any such power to the said court in any other case, than that of the county commissioners, appealing from the settlement of their own accounts, and by which the said commissioners are respectively made chargeable. JOHN TOD, Speaker

APPROVED the thirty-first hundred and twelve.

of the House of Representatives. P. C. LANE, Speaker of the Senate.

day of March, one thousand eight

How compensated.

:

SIMON SNYDER.

CHAPTER CLXXXV.

A SUPPLEMENT to the act, entitled "An act granting certain privileges to, and enlarging the regiment of artillery, attached to the first brigade first division Pennsylvania militia, and for the better organization of the cavalry of the city and county of Philadelphia;" and for other purposes.

SECT. 1. BE it enacted by the senate and house of representatives of the commonwealth of Pennsylvania, in general assembly met, and it is hereby enacted by the authority of the same, That 200 citizens whenever two hundred or more of the citizens residing within in any divithe bounds of any division of the militia of this commonwealth, sion, when formed into shall hereafter associate and form themselves into a regiment of a regiment artillery, they shall be divided into eight companies, and shall be of artillery. authorized to elect one lieutenant colonel commandant, and two majors, with the same staff and company officers as are authorized in the first section of the act to which this is a supplement; May elect and to each regiment so formed, there may be two troops

*"Thirtieth," in the original.

of

officers.