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of this act, file in the office of the secretary of the Commonwealth, an acceptance of the provisions of article 16 of the constitution of this Commonwealth, which acceptance shall be made by resolution adopted at a regular or called meeting of the directors, trustees, or other proper officers of such corporation, certified under the seal of the corporation; and a copy of which resolution, certified under the seal of the office of the secretary of the Commonwealth shall be evidence for all purposes.

ANNOTATIONS.

SALE AND REORGANIZATION.

1. PROVISIONS EXTENDED TO MINING CORPORATIONS.

2. PURPOSE OF ACT-SALE OF FRANCHISES-PROCEDURE.

3. REORGANIZATION-TIME FOR COMPLETING FILING CERTIFICATE.

1. PROVISIONS EXTENDED TO MINING CORPORATION.

The act of May 25, 1878 (P. L. 145), is a supplement to the act of April 8, 1861, and extends the provisions of the original act to coal, iron, steel, lumber, or oil or mining and other corporations.

Gas & Water Co. v. Downington Borough, 193 Pa. St. 255, p. 261.

2. PURPOSE OF ACT-DATE OF FRANCHISES-PROCEDURE.

This act makes no specific mention of gas and water companies as being objects to which the act was intended to apply. The act was intended to embrace, not only all the forms of corporate existence mentioned but all manufacturing companies and all corporations created by law in this Commonwealth. The object of the act was to establish a uniform system of procedure which should be applicable to the sale under judicial process of all the rights, property, and franchises of every form of corporate existence, not municipal. Gas & Water Co. v. Downingtown Borough, 193 Pa. St. 255, p. 261.

3.

REORGANIZATION-TIME FOR COMPLETING FILING CERTIFICAFE.

This statute requires that the new organization must be made within thirty days after the delivery of the deed by the sheriff on the sale of the property of the old corporation.

Fayette Gas Fuel Co., In re, 1 Pa. Dist. Rep. 444.

Where a new corporation is formed to take the place of an old one whose property has been sold, the certificate of incorporation or papers for the organization of the new company must be filed as required by law.

Fayette Gas Fuel Co., In re, 1 Pa. Dist. Rep. 444.

WINDING UP-THIRD GENERAL ACT.

LAWS 1881, P. 30.

MAY 21, 1881.

AN ACT to enable mining, manufacturing, and trading companies to wind up their affairs, after the expiration of their charters.

SEC. 1. Be it enacted, etc.:

That all corporations for mining, manufacturing, or trading purposes, whether created by general or special acts of assembly, whose charters may have expired, or may hereafter expire, may bring suits, and maintain and defend suits already brought, for the protection and possession of their property, and the collection of debts and obligations owing to, or by, them, and sell, convey, and

dispose of their property, and make title therefor, as fully and effectually as if their charters had not expired; and the officers last elected, or the survivors of them, shall be officers to represent said corporations for such purposes, and if no officers survive, the stockholders may elect officers under their by-laws: Provided, That this act shall be construed only so as to enable said corporations to realize and divide their assets, and wind up their affairs, and not to transact any new business. (Amended. See following act.)

ANNOTATIONS.

MINING CORPORATIONS-WINDING UP.

EXISTENCE CONTINUED FOR WINDING UP PURPOSES.

A mining company after the sale of its property, franchises, and rights by a sheriff on a legal writ, still has a corporate existence. By virtue of this act it is kept in existence for the collection of its choses in action or claims in tort. International Coal Min. Co. v. Pennsylvania R. Co., 16 Pa. Dist. Rep. 529, p. 532.

See International Coal Min. Co. v. Pennsylvania R. Co., 15 Pa. Dist. Rep. 225.
International Coal Min. Co., In re, 15 Pa. Dist. Rep. 669.
International Coal Min. Co., In re, 16 Pa. Dist. Rep. 212.
Crescent & Clearfield Coal, etc., Co. v. Stauffer, 148 Fed. 981.

WINDING UP-FIRST AMENDMENT.

LAWS 1907, P. 204.

MAY 23, 1907.

AN ACT to amend an act, entitled "An act to enable mining, manufacturing, and trading companies to wind up their affairs, after the expiration of their charters," approved May 21, 1881.

SEC. 1. Be it enacted, etc.:

That section one of an act, entitled "An act to enable mining, manufacturing, and trading companies to wind up their affairs, after the expiration of their charters," approved May 21, 1881, which reads as follows:-(Here follows original section 1 of the Act of 1881. See preecding act.) same is hereby amended so as to read as follows:

be and the

SEC. 1. That all corporations for mining, manufacturing, or trading purposes, whether created by general or special acts of Assembly, whose charters may have expired, or may hereafter expire, or which may have been dissolved or may hereafter be dissolved by any judicial decree, may bring suits, and maintain and defend suits already brought, for the protection and possession of their property, and the collection of debts and obligations owing to or by them, and sell, convey, and dispose of their property, and make title therefor, as fully and effectually as if their charters had not expired, or such decree had not been made; and the officers last elected, or the survivors of them shall be officers to represent said corporations for such purposes, and if no officers survive, the stockholders may elect officers under their by-laws: Provided, That this act shall be construed only so as to enable said corporations to realize and divide their assets, and wind up their affairs, and not to transact new business.

WINDING UP-SECOND AMENDMENT.

LAWS 1913, P. 449.

AN ACT to amend an act, entitled "An act," etc. (Same as in the same so as to include companies for the purchase and sale construction companies.

SEC. 1. Be it enacted, etc.:

JUNE 5, 1913.

Sec. 1) extending of real estate, and

That section one of an act, entiled "An act to amend an act, entiled 'An act to enable mining, manufacturing, and trading companies to wind up their affairs after the expiration of their charters,' approved May 21, 1881," approved May 23, 1907, which reads as follows: (Here follows sec. 1 of the act of 1907. See page 432.) be and the same is hereby, amended so as to read as follows:

SEC. 1. That all corporations for mining, manufacturing, or trading purposes, or for the purchase and sale of real estate, and construction companies, whether created by general or special acts of Assembly, whose charters may have expired or may hereafter expire, or which may have been dissolved or may hereafter be dissolved by any judicial decree, may bring suits, and maintain and defend suits already brought, for the protection and possession of their property, and the collection of debts and obligations owing to or by them, and sell, convey, and dispose of their property, and make title therefor, as fully and effectually as if their charters had not expired, or such decree had not been made; and the officers last elected, or the survivors of them, shall be officers to represent said corporations for such purposes, and if no officers survive, the stockholders may elect officers under their by-laws: Provided, That this act shall be construed only so as to enable said corporations to realize and divide their assets, and wind up their affairs, and not to transact new business. FOREIGN CORPORATIONS-POWERS GRANTED.

LAWS 1881, P. 57.

JUNE 9, 1881.

AN ACT authorizing companies incorporated under the laws of any other State of the United States for the manufacture of any form of iron, steel, or glass, to erect and maintain buildings and manufacturing establishments, and to take, have, and hold real estate necessary and proper for manufacturing purposes.

NOTE: Neither this original act nor the amendatory acts of June 25, 1885, June 28, 1887, nor the supplementary act of April 30, 1891, nor the amendatory acts of April 19, 1901, or June 23, 1911, have anything to do with mining or quarrying.

LAWS 1893, P. 466. JUNE 16, 1893. AN ACT to amend an act, entitled "An act authorizing companies incorporated under the laws of any other State of the United States for the manufacture of any form of iron, steel or glass to erect and maintain buildings and manufacturing establishments, and to take, have and hold real estate necessary and proper for manufacturing purposes." approved June 9, 1881, extending the same to companies formed for the purpose of quarrying slate, granite, stone or rocks or for dressing, polishing, working or manufacturing the same, or any of them, and to mineral springs companies incorporated for the purpose of bottling and selling natural mineral springs water.

SEC. 1. Be it enacted, etc.:

That section one of an act, entitled "An act," etc., (here follows title of the act of 1881, and the original sec. 1.), be amended to read as follows:

That it shall and may be lawful for any company incorporated under the laws of any other State for the manufacture of any form of iron, steel or glass or for the quarrying of slate, granite, stone or rocks of any kind, or for dressing, polishing or manufacturing the same, or any of them, or for any mineral springs company incorporated for the purpose of bottling and selling natural mineral spring water, to erect and maintain buildings and manufactur125672°-2028

ing establishments within this Commonwealth, and to take, have and hold real estate not exceeding one hundred acres necessary and proper for corporate purposes: Provided, [That nothing herein contained shall be deemed to prevent or relieve real estate, taken and held by such company under the provisions of this statute, from being taxed in like manner with other real estate within this Commonwealth: And provided further, That no foreign corporation shall be entitled to employ any greater amount of capital, in any such business in this State, than the same kind of corporations organized under the laws of this State are entitled to employ: And provided further, That every such foreign corporation, doing business as aforesaid in this Commonwealth, shall be liable to taxation to an amount not exceeding that imposed on corporations organized for similar purposes under the laws of this State, and every such foreign corporation, taking the benefit of this act, shall make the same returns to the Auditor General that are now required by law of the corporations of this State.]

ANNOTATIONS.

MANUFACTURING COMPANIES.

1. STATE COMPANIES-RIGHT TO EXEMPTION.

2. QUARRYING COMPANY-POWER TO BUILD RAILROAD.
1. STATE COMPANIES-RIGHT TO EXEMPTION.

A corporation organized under the act of 1893 for mining, quarrying, and manufacturing slate and slate products is not organized exclusively for manufacturing purposes and is not exempt from taxation under section 21 of this act.

Commonwealth v. East Bangor Consolidated Slate Co., 10 Pa. County Ct. Rep. 363, p. 365.

See Commonwealth v. Lackawanna Iron & Coal Co., 129 Pa. St. 346.

2. QUARRYING COMPANY-POWER TO BUILD RAILROAD.

A company authorized under this act to own and operate a quarry of silica rock and that is given power to erect and maintain buildings and manufacturing establishments and to transact business in this Commonwealth is entitled to the benefits of the acts of May 5, 1832 (P. L., 501), and the amendatory act of April 14, 1893 (P. L. 15), and may construct a lateral railroad for the transfer and delivery of limestone, iron ore, coal, and other minerals.

Warren Silica Co.'s Petition, 21 Pa. Dist. Rep. 367, p. 369.

CEMENT QUARRYING COMPANIES AMENDMENT (1). LAWS 1907, P. 266.

MAY 28, 1907.

AN ACT to amend an act, entitled "An act to amend an act, entitled 'An act to amend an act, entitled 'An act authorizing companies incorporated under the laws of any other State of the United States for the manufacture of any form of iron, steel, or glass to erect and maintain buildings and manufacturing establishments, and to take, have, and hold real estate necessary and proper for manufacturing purposes,' approved June 9, 1881, extending the same to companies formed for the purpose of quarrying slate, granite, stone, or rocks, or for dressing, polishing, working, or manufacturing the same, or any of them, and to mineral springs companies incorporated for the purposes of bottling and selling natural mineral springs water,' approved June 16, 1893," approved April 19, 1901; extending the same to companies formed for the purpose of manufacturing and selling chemicals, foodstuffs, cement and cement products, and the quarrying of cement rock.

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That so much of section one of the act, entitled "An act, etc. (same as the title of the act of 1893), be and the same is hereby amended to read as follows:

It shall and may be lawful for any company incorporated under the laws of any other State, for the manufacture of any form of iron, steel or glass, or for the quarrying of slate, granite, cement rock, stone, or rocks of any kind, or for dressing, polishing, or manufacturing the same or any of them, or for any mineral springs company incorporated for the purpose of bottling and selling natural mineral springs water, or for the manufacture and sale of

cement, and cement products, and the quarrying of cement rock, to erect and maintain buildings and manufacturing establishments within this Commonwealth, and to take, have and hold real estate to an amount necessary and proper for corporate purposes: Provided, (The remainder of the section is the same of that part of the act of June 16, 1893, in brackets.)

TRANSPORTATION OF PRODUCTS.

LAWS 1907, P. 352.

MAY 31, 1907.

AN ACT to enforce the provisions of section 5, article 17 of the constitution of Pennsylvania, relating to the powers of incorporated common carriers and the privileges of mining and manufacturing companies; making the violation thereof a misdemeanor, and providing a punishment for the same.

SEC. 1. Be it enacted, etc.:

That no incorporated company doing the business of a common carrier shall, directly or indirectly, prosecute or engage in mining or manufacturing articles for transportation over its works; nor shall such company, directly or indirectly, engage in any other business than that of common carriers or hold or acquire lands, freehold or leasehold, directly or indirectly, except such as shall be necessary for carrying on its business; but any mining or manufacturing company may carry the product of its mines or manufactories on its railroad or canal, not exceeding fifty miles in length.

OIL COMPANIES AMENDMENT (2).

LAWS 1915, P. 63.

APRIL 9, 1915.

AN ACT to amend an act, entitled "An act," etc., (same as the title of the preceding act of June 16, 1893), by extending the same to companies incorporated for the purpose of refining, manufacturing or sale of petroleum and petroleum products. NOTE. This act extends the provisions of the original and the amendatory acts to corporations engaged in refining, manufacturing, or selling petroleum and petroleum products, and is under the title, Oil Companies. See page 472.

BRIQUETTING COAL COMPANIES—AMENDMENT (3).

LAWS 1917, P. 287.

MAY 24, 1917.

AN ACT to amend an act, approved April 9, 1915, entitled "An act, etc. (same as in sec. 1), extending the same to companies engaged for the purpose of briquetting coal or other minerals, or for the purpose of manufacturing rubber in any form. Sec. 1. Be it enacted, etc.:

That section 1 of the act approved April 9, 1915 (P. L. 63), entitled "An act to amend an act, entitled ‘An act to amend an act, entitled 'An act to amend an act, entitled 'An act to amend an act, entitled 'An act to amend an act, entitled 'An act authorizing companies incorporated under the laws of any other State of the United States for the manufacture of any form of iron, steel, or glass to erect and maintain buildings and manufacturing establishments, and to take, have, and hold real estate necessary and proper for manufcturing purposes,' approved June 9, 1881; extending the same to companies formed for the purpose of quarrying slate, granite, stone, or rocks, or for dressing, polishing, working, or manufacturing the same, or any of them, and to mineral springs companies, incorporated for the purpose of bottling and selling natural mineral springs

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