and fact, interested as owners in the stock standing in his name; and thereupon to have relief and remedy against all persons secretly interested in such stock, as if they had been named in the register aforesaid. SECTION 11. If the president or cashier shall omit or neglect to cause Penalty for omitthe register hereinbefore provided for, to be made and exposed to public ting to provide view, according to the third section of this act, they, and each of them, the register. shall incur a penalty of fifty dollars for every day such omission or neglect, to be recovered by action of debts, as sums under one hundred dollars are by law recoverable, one-half to the use of the informer, and one-half to the use of the poor. SECTION 12. If any president, cashier, or any other officer, or clerk Embezzlement of the said bank, shall fraudulently embezzle, or appropriate to his own punished. use, or to the use of any other person or persons, any money or other property belonging to the said institution, or left with the same as a special deposit or otherwise, he or they, upon conviction of such offence, shall be fined in a sum not less than the amount so appropriated or embezzled, and sentenced to undergo imprisonment in one of the state penitentiaries, as the case may be, to be kept in separate and solitary confinement at labor, for any term not exceeding two years, at the discretion of the court: Provided, That this shail not prevent any person Proviso. or persons aggrieved, from pursuing his, her or their civil remedy, against such person or persons. SECTION 13. Whenever, on the petition of any creditor, or on infor- Proceedings in mation by the attorney general, it shall be made to appear to the court case the bank is of common pleas for the county of Bucks, that judgments have been in failing circunrecovered against said bank, within this commonwealth, and that there stances. have not been found estate and effects of the bank, adequate to the satisfaction of such judgments; or whenever, on the petition of any stockholder or stockholders, owning together at least one fourth of the stock, it shall be made to appear to the said court, that the bank is in failing circumstances, or that the president and directors thereof are wasting and mismanaging the affairs and estate thereof, in any such case the said court shall forthwith enjoin the president and directors from further meddling with the estate and affairs thereof; and as soon thereafter as may be directed by the court, a general meeting of the stockholders shall be called by the prothonotary; and at such meeting of the stockholders, trustees may be chosen by the stockholders to close the concerns of the said bank, according to the provisions of the acts of assembly in that behalf made and provided; or a new election for directors may be ordered to be held, at such time as the said court may direct. SECTION 14. The several provisions of the act of the fourteenth of Assignees. June, one thousand eight hundred and thirty-six, entitled "An Act relating to assignees for the benefit of creditors and other trustees," shall be held to apply to all assignments made by the said bank, whether under the provisions of the said second section of the act of twelfth March, one thousand eight hundred and forty-two, or otherwise; and the courts shall exercise all the powers therein given, in addition to the authority conferred by this act, to compel settlements of the accounts of assignees, Powers of court. and to do every act necessary and proper to accomplish the purposes of the trust; and to compel distribution of the moneys and assets in the hands or power of the said assignees, amongst the creditors entitled, according to the just proportion due to each. SECTION 15. The said assignees shall pay, out of the assets and pro- Order of payment perty of the said bank, in case of any assignment, the debts and liabilities of the same, in the following order: first, note-holders; second, depositors; third, all other creditors, except stockholders, who shall be paid last. Votes. Real estate redeemable. Dividend. tary's office. SECTION 16. At all meetings of stockholders of said bank, and in conducting the election for directors thereof, the stockholders shall be entitled to vote in proportion to the number of shares held by them respectively, that is to say: every share of stock shall entitle the holder thereof to one vote for every share not exceeding ten; and one vote for every two shares above ten, and not exceeding thirty in the whole number, and one vote for every ten shares above thirty: Provided however, That no stockholder shall be entitled to vote, who is not actually a resident of Pennsylvania: And provided also, That no stockholder shall be entitled to a greater number of votes, than one-fourth of the entire number of shares of stock in said bank. SECTION 17. The real estate which the said bank may, at any time, acquire by purchase or otherwise, (except the property and banking house of which it may become possessed, and hold, for the purpose of transacting its business therein,) shall, until disposed of by said bank, by a bona fide sale, be subject, at any time, to redemption by the party from whom it last passed to said bank, upon payment of the sum of money, (for which it may have been purchased or otherwise obtained,) with legal interest thereon in full. SECTION 18. It shall not be lawful for said bank, to make or declare any dividend to the stockholders thereof, except from profits actually acquired above the par value of the stock; and no such dividend shall be made at any time, that will in any wise impair or diminish the capital stock of said bank. SECTION 19. It shall be the duty of the president and cashier of said Register to be bank to file, or caused to be filed in the office of the prothonotary of the filed in prothono- court of common pleas of Bucks county, a duplicate of each monthly register, made out in pursuance of the provisions of the third section of this act, on or before the second Monday in each month; and the said duplicate, or copies thereof, certified by the said prothonotary, under his hand and seal of office, shall be competent evidence in any court of law or equity, to prove the contents of the register so made out as aforesaid, of which it is a duplicate. Election of di- SECTION 20. It shall be lawful for the stockholders, at their first meeting under this charter, to determine by a by-law, the number of directors thereof to be annually elected: Provided, That such number shall not be more than thirteen, nor less than five, and to declare the number of successive years during which the same person may be re-elected a director; and it shall be, in like manner, lawful for said stockholders, Change by-laws. at any future annual meeting, to change such by-laws: Provided however, That such change shall not take place, unless public notice shall have been given by publication, in at least one daily newspaper, for one month, of a proposition to amend such by-laws. Proviso. hibit of the affairs of said bank. SECTION 21. It shall be the duty of the president and cashier for the To make full ex- time being, within thirty days before the expiration of the present charter, to prepare a just and full exhibit of the affairs and condition of the bank, setting forth on the one side, particularly, and under separate heads and sub-divisions, as may be proper for presenting clearly, a view of the various sorts and classes of assets to it belonging; the amount of coined money and bullion; current notes, and bills of other banks within the state and elsewhere; promissory notes; bills of exchange, bonds and other debts of individuals and corporations due, or to become due; balances due from other banks, solvent and otherwise; public and corporate stocks; real estate, claims against individuals or corporations disputed, and in controversy, and any other property of said bank, as the same stand charged and recorded on the books thereof; and setting forth, moreover, in regard to each title and sub-division of such assets, what is in the judgment of such president and cashier, the actual marketable cash value of the items included within the same; which said exhibit shall, also, set forth on the other side, the debts and liabilities of said bank, particularly specifying under distinct heads, the amounts due to depositors; to note-holders; to other banks; to corporations generally; to individuals, and the amount of claims made against said bank, and remaining in controversy. SECTION 22. The said exhibit shall be verified, and accompanied by Exhibits to be the oath or affirmation of said president and cashier, duly attested by a under oath, &c. magistrate or justice of the peace, to the following effect, namely: that they, the said president and cashier, have carefully examined the books and muniments of the bank, and have compared the same with the said exhibit, and have inspected the several items of assets, or the evidences thereof, in the said exhibit referred to; and have, according to the best of their judgment and ability, valued each of said items of assets at the absolute cash price, which it would produce in open market at the time; and that they verily believe, that the said exhibit presents a true, fair and just summary of the actual condition of the bank, as required by the preceding section; and that, in their judgment, the actual bona fide cash capital of said bank, is fully worth the amount appearing in said exhibit. SECTION 23. Said exhibit and affidavits shall, thereupon, be trans- Exhibit to be demitted by said president and cashier, to the secretary of the common- livered to secrewealth, who shall present the same to the governor; and thereupon, all tary of the comother the requisitions of this act have been first complied with, if it shall momwealth and appear to the governor that the absolute cash value of the assets of the governor. bank, after all just deductions made, is fully equal to the capital pre scribed by the charter; in such case letters patent shall issue, declaring Letters patent. the same; and this act shall thereupon go into effect. SECTION 24. If it shall appear to the governor, on the examination of How letters pasuch exhibit by him, that the absolute cash value of the assets of the tent may issue. bank, after deductions made, is not equal to the amount of capital prescribed, in such case the capital shall be reduced, so as to be equal to the real amount of the clear assets of the bank, and every share of the stock thereof shall be reduced accordingly; and thereupon, letters patent shall issue, declaring the renewal of the charter, with such reduced capital: Provided however, That letters patent shall in no event issue, Proviso. unless it shall appear that the clear assets of the bank are fully worth, in cash, a sum equal to three-fourths of the full capital stock prescribed by the charter. SECTION 25. The foregoing provisions of this act shall go into effect When act to take upon the expiration of the present charter: Provided, That at any time effect. before that period, at any meeting of stockholders of said bank, called Proviso. for the purpose of considering the same, the holders of a majority of shares voting thereat, shall testify their acceptance thereof, in writing, Acceptance. which shall be transmitted to the governor. SECTION 26. The legislature hereby reserve the power to alter, revoke Resolution. or annul the charter of the said bank, whenever, in their opinion, it may how be injurious to the citizens of the commonwealth, in such manner, FINDLEY PATTERSON, Speaker of the House of Representatives. Speaker of the Senate. APPROVED-The thirteenth day of April, one thousand eight hundred and forty-six. FRS. R. SHUNK. No. 403. AN ACT To authorize the governor to incorporate the Spruce Creek and Water Street turnpike road company. SECTION 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 Commissioners. Anthony J. Stewart, Henry Mytinger, John S. Isett, David Stewart, Duties. Form of subscription. Open books. Letters patent. Samuel H. Stover, J. Patton Lyon, Martin Gates, Samuel Wigton, day of Anno Domini, one thousand eight hundred and SECTION 2. When ten or more persons shall have subscribed one hundred or more shares, and the said commissioners, or a majority of them, shall have certified, under their hands and seal, to the governor, the names of the subscribers, and the number of shares subscribed by each, it may be lawful for the governor, by letters patent, under his hand and seal of the state, to create and erect the subscribers; and also those who may afterwards subscribe, into one body politic and corporate, in deed and in law, by the name, style and title of the Spruce Creek and Water Street turnpike road company; and by the same name the subscribers shall have perpetual succession, and the privileges and franchises incident to a corporation, and shall be capable of taking and holding their capital stock and the increase and profits thereof, and of enlarging the same, from time to time, by new subscriptions, in such manner and form as they shall think proper, if such enlargement shall be found necessary to fulfil the intention of the act; and of purchasing, taking and holding to them and their successors and assigns, and of sell ing, transferring and conveying in fee simple, or for any less estate, all such lands, tenements, hereditaments and estates, real and personal, as shall be necessary to them in the prosecution of their work; and of suing and being sued, and of doing all and every other matter and thing which a corporation or body politic may lawfully do. Organization. SECTION 3. The stockholders, or any two of them named in the letters patent, shall, as soon as convenient may be after issuing of the same, give notice, in one or more of the newspapers published in the county of Huntingdon, of a time and place to be by them appointed, not less than twenty days from the time of the first notice; at which time and place the said subscribers, or as many of them as may be then present, shall then proceed to organize the said company; and shall choose by a majority of the said subscribers, by ballot, or by proxy, duly authorized in person, one president, six managers, one treasurer, and such other officers as may be necessary to conduct the business of said company, for one year, and from thence until the next annual election, and until such other officers shall be chosen and organized, agreeably to the provisions of this act; and in case of the death, removal Vacancies, how or resignation of any president or manager, the board of managers may supplied. choose another to supply the vacancy, until the next annual election of said company; they may make and have one common seal, and the Seal. same may break, alter or renew at their pleasure; and may make such by-laws, rules, orders and regulations, not inconsistent with the consti- By-laws. tation and laws of this state, as shall be necessary for the well ordering of the affairs of the corporation: Provided, That each subscriber shall Proviso. be entitled to one vote, for every share of stock by him or her held, not exceeding five; but no number of shares above five, shall entitle the holder thereof to more than two votes, at any election or meeting of said company: And provided also, That no person shall be entitled to Proviso. hold the office of president, manager or treasurer of said company, who is not a stockholder thereof: And provided also, That no stockholder, Proviso. whether the original subscriber or assignee, shall be entitled to vote at any election or meeting of said company, unless the whole sum due, and payable on the shares by him or her held, at the time of such election or meeting, shall have been fully paid and discharged. SECTION 4. If any treasurer, elected by virtue of this act, shall die, resign, or refuse to act, or neglect to give security for the faithful discharge of the duties of his office, as the board of managers may direct and require, or having given the security required, shall neglect or refuse to take upon himself and perform all the duties of said office, it shall be the duty of the said managers, for the time being, to appoint some suitable person treasurer, which person so appointed, shall hold the office to which he shall have been appointed, until the next election by the stockholders, on his giving the requisite security, and until a successor shall be duly elected, and give the security required. Treasurer. SECTION 5. The stockholders shall meet on the first Monday of Annual meetings. November, in each and every year, at such place as shall be fixed by the by-laws of said company, for the purpose of choosing, in manner aforesaid, such officers for the year ensuing the term of service of those previously elected. SECTION 6. The said president and managers shall make out certificates Certificates of of stock, signed by the president and countersigned by the treasurer, stock. and sealed with their corporate seal, and deliver one such certificate to each subscriber, for any share, or number of shares by him or her held, on him or her paying to the treasurer, on each share so held, the sum of five dollars, which certificate shall be transferable in person, or by Transfera11 |