weeks previous to the next general election, the expense of which to be paid out of the county treasury. JAMES ROSS SNOWDEN, Speaker of the House of Representatives. WILLIAM BIGLER, Speaker of the Senate. APPROVED-The twenty-seventh day of April, one thousand eight hundred and forty-four. DAVID R. PORTER. No. 295. AN ACT To authorize the governor to incorporate the Shamokin, Mahanoy and Schuylkill railroad company. SECTION 1. Be it enacted by the Senate and House of Represen tatives of the Commonwealth of Pennsylvania in General Assembly met, and it is hereby enacted by the authority of the same, That Commissioners.] Benjamin H. Yarnall, Jeremiah Brown and John W. Claghorn, of Philadelphia, David F. Gordon and William Silvius, of Reading, Berks county, Burd Patterson, Andrew Russel and Charles W. Clemmens, of Pottsville, Abraham Pott, of Port Carbon, William N. Robins and Daniel R. Bennett, of Minersville, John N. Lane and Samuel Park, of Lancaster, Charles W. Hegins, Hugh Bellas and Henry B. Masser, of Sunbury, Henry W. Snyder, of Selinsgrove, Samuel Hepburn, of Milton, George A. Frick, of Danville, Samuel John, William Fagely and John K. Robins, of Shamokin, or any two of them, be and they are hereby appointed commissioners to do and perform the several things hereinafter mentioned, that is to say: They shall on or before the first day of November next, procure three books, one of which shall be opened at the Franklin house, in Philadelphia, and one at the Pennsylvania hall, in Pottsville, Schuylkill county, and one at the house now kept by Charles D. Wharton, in Sunbury, Northumberland county, Form of subscrip- in each of which they shall enter as follows: We, whose names are hereunto subscribed, do promise to pay to the president and managers of the Shamokin, Mahanoy and Schuylkill railroad company, the sum of fifty dollars for every share of stock set opposite to our respective names, in such manner and proportions, and at such times, as shall be determined by the president and managers of the said company, in pursuance of an act of the general assembly of this commonwealth, entitled "An Act to authorize the governor to incorporate the Shamokin, Mahanoy and Schuylkill railroad company." Witness our hands, the day of one thousand eight hundred and fortyand shall thereupon give at least two weeks notice, in two daily newspapers printed in the city of Philadelphia, in one newspaper printed in the borough of Pottsville, and in one newspaper printed in the borough of Sunbury, of the times and places when and where the said books tion. shall be kept open to receive subscriptions for the stock of the said Subscriptions. company; at which respective times and places two or more of the commissioners shall attend and permit all persons of lawful age, who shall offer to subscribe in said books in their own names, or in the names of any other person who shall authorize the same, for shares in the said stock; and the said books shall be kept open, respectively, for the said purpose, at least six hours in every juridical day for the space of three days, or until there shall have been subscribed ten thousand shares; and if at the expiration of three days, the books aforesaid shall not have the number of shares aforesaid therein subscribed, the said commissioners may adjourn from time to time, and transfer the book or books elsewhere, until the whole number of ten thousand shares shall be subscribed; of which adjournment and transfer the commissioners aforesaid shall give such public notice as the occasion may require; and when the whole number of shares shall be subscribed, then the books shall be closed: Provided, That no subscription shall be valid, unless the person so subscribing shall pay the said commissioners, at the time of making the same, the sum of five dollars, on each and every share, for the use of the company. SECTION 2. That when three thousand shares, or more, of the said stock shall be subscribed, and the sum of five dollars paid on each and every share as aforesaid, the commissioners, or a majority of them, shall certify to the governor, under oath or affirmation, the names of the subscribers and the number of shares subscribed by each, and the sum of five dollars on each share paid at the time of subscribing ; whereupon the governor shall, by letters patent, under his hand and the Letters patent. seal of the commonwealth, create and erect the subscribers, and if the subscription be not full at the time, then also those who shall thereafter subscribe, to the number of shares aforesaid, into a body politic and corporate, in deed and in law, by the name, style and title of "the Shamokin, Mahanoy and Schuylkill railroad company;" and by the Name. same name the subscribers shall have perpetual succession, with all the privileges, franchises and immunities incident to a corporation; and Privileges and be able to sue and be sued, plead and be impleaded, in all courts of franchises. record and elsewhere; and to purchase, receive, have, hold and enjoy to them and their successors, lands, tenements and hereditaments, goods, chattels, and all estate real, personal, or mixed, of what kind or quality soever, and the same from time to time to sell, exchange, mortgage, grant, alien or otherwise dispose of, and to make dividends of such Dividends. portions of the profits as they may deem proper; and also to make and have a common seal, and the same to alter and renew at pleasure; and Seal. also to ordain, establish and put in execution such by-laws, ordinances By-laws. and regulations, as shall appear necessary and convenient for the government of said corporation, not being contrary to the constitution and laws of the United States or of this commonwealth; and generally to do all and singular the matters and things which to them it shall lawfully appertain to do, for the well being of the said corporation, and the due management and ordering the affairs of the same: Provided, That Proviso. nothing herein contained shall be considered as in any way giving to the said corporation any hanking privileges whatsoever, or any other liberties, privileges or franchises, but such as may be necessary or incident to the making and maintaining of the said railroad, and the conveyance of passengers and the transportation of the mail, and of goods, merchandize and commodities thereon: Provided, That the company Proviso. hereby created, shall not purchase or hold any real estate, except such as may be necessary for the making and construction of said railroad, and to furnish places for depots, engine and water stations. Organization. Officers. Proviso. Votes. SECTION 3. That the said named persons, or a majority of them. shall, as soon as conveniently may be after the said letters patent shall be obtained, give at least twenty days previous notice in the newspapers hereinbefore mentioned, of the time and place by them appointed, for the subscribers to meet, in order to organize the said company, to choose by a majority of the votes of the said subscribers, by ballot, to be given in person or by proxy, which proxy shall have been obtained and bear date within three months previously to the election at which such proxy shall be presented, duly authorized, one president and eight managers, who shall be residents of this commonwealth, a treasurer, secretary and such other officers as shall be deemed necessary; that the president and managers aforesaid shall conduct the business of said company until the second Monday in January then next, and until like officers shall be chosen; and may make such by-laws, rules, orders and regulations, as are not inconsistent with the constitution and laws of the United States or of this state, and that may be necessary for the well governing the affairs of said company: Provided, That no person but a stockholder, holding at least ten shares in the stock of said company, shall be eligible to the office of president or manager. SECTION 4. That the stockholders shall meet on the second Monday Annual elections. of January, in every year, at such places as may be fixed upon by the by-laws, of which notice shall be given at least twenty days previous, by the secretary, in the newspapers before mentioned, and choose by a majority of the votes present, officers for the ensuing year, as mentioned in the third section of this act, who shall continue in office for one year, and until others are chosen, and at such other time as they may be summoned by the managers, in such manner and form as shall be prescribed by the by-laws, at which annual or special meeting they shall have full power and authority to make, alter or repeal, by a majority of the votes, in the manner aforesaid, all such by-laws, rules, orders and regulations as aforesaid, and to do and perform every other corporate act; and the number of votes to which each stockholder shall be entitled, shall be according to the number of shares he or she shall hold, in the proportions following: For every share not exceeding two shares, one vote; for every two shares above two and not exceeding ten shares, one vote; and for every five shares above ten, one vote; but no share shall confer a right of suffrage which shall not have been holden three calendar months prior to the day of the election, nor unless it be holden by the person in whose name it appears absolutely and bona fide, in his own right or in that of his wife, or for his or her sole use and benefit, or as executor or administrator, trustee or guardian, or in the right and for the use and benefit of some copartnership, corporation or society of which he or she may be a member, and not in trust for, and to the use and benefit of, any other person: Provided, That no shares held by transfer shall be entitled to vote, unless the same shall have been transferred at least three months before the election; and all votes by proxy shall be on such terms and conditions as are prescribed by the act passed on the twenty-eighth day of March, one thousand eight hundred and twenty, entitled "An Act to regulate proxies:" And provided, also, That no share shall be entitled to a vote at any election, or at any general or special meeting of said company, on which any instalment or arrearages may have been due and payable more than thirty days previously to said election or meeting. Proviso. Manner of conducting election. SECTION 5. That the election of officers provided for in the third section of this act, shall be conducted in the following manner, that is to say: The managers for the time being shall appoint two of the stock OF THE SESSION OF 1844. holders, not being managers, to be judges of the said election, and to conduct the same, after having severally taken and subscribed an oath or affirmation before an alderman or justice of the peace, well and truly, and according to law, to conduct such election, to the best of their knowledge and abilities; and the said judges shall decide upon the qualifications of voters, and when the election is closed, shall count the votes, and declare who has been elected; and if it shall at any time happen that an election of president, managers, treasurer, secretary or other officers shall not be made, the corporation shall not for that cause be dissolved; but it shall be lawful to hold and make such election of president, managers, secretary, treasurer or other officers, on any day thereafter, by giving at least ten days notice, signed by the president or secretary, in the newspapers before mentioned, of the time and place of holding said election; and the president, managers, treasurer, secretary and other officers of the preceding year, shall in that case continue to act, and be invested with all the powers belonging to their respective stations, until an election shall take place: In the case of death or resignation of the president, managers, treasurer or secretary, his place may be filled by the board of managers, until the next annual meeting. SECTION 6. That the said president and managers shall meet at such Meetings. times and places as shall be found most convenient for the transacting of their business, and when met, five shall be a quorum, who in the Quorum. ors, engineers, superintendents and other artists, officers and workmen, Engineers, &c. as they shall deem necessary to carry on the intended work; and to fix their salaries and wages, to ascertain the times, manner and proportions in which the said stockholders shall pay the moneys due on their respective shares, to draw orders on the treasurer for moneys, which shall be signed by the president, or in his absence, by a majority of the managers present, and countersigned by the secretary; and generally to do all such other acts, matters and things as by this act and by the bylaws and regulations of the company, they are hereby authorized to do. SECTION 7. That the said president and managers first chosen, shall Certificates of procure certificates, or evidences of stock for all the shares of the said stock. company, and shall deliver one or more certificates, signed by the president, and countersigned by the treasurer, and sealed with the common seal of the said corporation, to each person, according to the number of shares by him or her subscribed or held, which certificates or evidence of stock shall be transferable at his or her pleasure, in person, or by Transferable. attorney duly authorized, in the presence of the president or treasurer, one of whom shall keep a book for that purpose, subject however, to all payments due or to become due thereon; and the assignee holding any certificate, having first caused the assignment to be entered in a book of the company, to be kept for the transfer of stock, shall be a member of the said corporation; and for every certificate assigned to him as aforesaid, shall be entitled to one share of the capital stock of all the estates and emoluments of the company, incident to one share, and to vote as aforesaid, at the meetings thereof, and subject to all penalties and forfeitures, and to be sued for all the balance and penalty due or to become due on each share, as the original subscriber would have been. SECTION 8. That if after thirty days notice in the public papers Penalty for aforesaid, of the time and place appointed for the payment of any pro- neglect to pay portion or instalment of the said capital stock, in order to carry on the instalments. Proviso. Security. Dividends. Power to fix route. Proviso. work, any stockholder shall neglect to pay such proportion or instalment at the place appointed, for the space of thirty days after the time so appointed, every such stockholder, or his assignee, shall, in addition to the instalment so called for, pay at the rate of one per centum per month, for the delay of such payment; and if the same and additional penalty shall remain unpaid for such a space of time, as that the accumulated penalty shall become equal to the sums before paid in part, and on account of such shares, the same may be forfeited to the said company, and may be sold to any person or persons willing to purchase. for such price as can be obtained for the same; or in default of payment by any stockholder of any such instalment as aforesaid, the president and managers may, at their election, cause suit to be brought before an alderman or justice of the peace, or in any court having competent jurisdiction, for the recovery of the same, together with the penalty aforesaid: Provided, That no stockholder, whether original subscriber or assignee, shall be entitled to vote at any election, or any general or special meeting of the said company, on whose share or shares any instalment or arrearages may be due and payable more than thirty days previously to the said election or meeting. SECTION 9. That the president and managers of the said company shall demand and require of and from the treasurer, and may demand and require of and from all and every other, the officers and other persons by them employed, a bond with such securities as the said company shall, by their rules, orders and regulations require, for a faithful discharge of the several duties and trusts to them respectively committed. SECTION 10. That dividends of so much of the profits of the company as shall appear advisable to the managers, shall be declared at least twice a year, in every year, and paid to the stockholders on demand, at any time after the expiration of ten days therefrom; but they shall in no case exceed the amount of the nett profits actually acquired by the company, so that the capital stock shall never be impaired thereby; if the said managers shall make any dividend which shall impair the capital stock of said company, the managers consenting thereto shall be liable in their individual capacities to the said company, for the amount of the stock so divided, recoverable by action of debt, as in other cases, and each manager present when such dividend shall be declared, shall be adjudged to be consenting thereto, unless he forthwith enter his protest on the minutes of the board, and give public notice to the stockholders of the declaring such dividend: Provided, When such dividend shall exceed ten per cent. per annum, then one-half of such excess shall be paid into the state treasury, for the use of the commonwealth. SECTION 11. That the president and managers of the said railroad company, shall have power to survey, lay down, ascertain, mark and fix such route, as they shall deem expedient for a railroad, with as many sets of tracks as they may deem necessary, beginning at and uniting with the western division of the Danville and Pottsville railroad, at or near the town of Shamokin, in Northumberland county, and terminating at and uniting with the Philadelphia, Reading and Pottsville railroad, at some suitable point between Schuylkill Haven and Pottsville, in Schuylkill county: Provided, That if in the opinion of the president, directors, and the engineer of the said company, the road may be as advantageously to the interests of the public, made to terminate at and connect with the Schuylkill Haven and Mine Hill railroad, or the Mount Carbon railroad, or the Mount Carbon and Port Carbon railroad, or the |