intly and severally liable in their individual capacities, for all the debts SECTION 15. That within thirty days after the declaration of any When state tax vidend, by any company incorporated under the provisions of this to be paid into t, the amount of state tax to which the stock of such company may state treasury. liable, shall be paid into the state treasury, and a statement under th or affirmation of the president or treasurer of such dividend, shall communicated to the auditor general. SECTION 16. The copy of any certificate of incorporation recorded Copy of certifiid filed in pursuance of this act, duly certified by the recorder of the cate of incorporaoper county, to be a true copy of such certificate, shall be received tion to be received all courts and places as evidence of the incorporation of such com- as evidence. any, if the said certificate shall conform to the provisions of this act. SECTION 17. Persons holding stock in any such company as execu. Executors, adrs, administrators, guardians or trustees, shall not be personally sub- ministrators, et to any liability as stockholders of such company, and the estates guardians or trusad funds in the hands of such executors, administrators, guardians and tees not personustees, shall be liable in their hands in like manner, and to the same ally subject to liastent as the testator or intestate, or the ward or person interested in bility as stockach trust fund would have been, if they had respectively been living and holders. ompetent to act, and held the same stock in their own names: Pro- Proviso. ided, That nothing herein contained shall be construed as authorizing vestment by trustees, executors or guardians in such stock. SECTION 18. Every such executor, administrator, guardian or trusMay represent e, may represent the shares of stock in his hands, at all meetings and shares of stock lections of the company, and may vote accordingly as a stockholder. at meeting, &c. SECTION 19. Whenever any coinpany embraced in the provisions of his act, shall desire to call a meeting of the stockholders for the purpose Meetings of stockor increasing or diminishing the amount of the capital stock, or for ex- holders for inending its business, it shall be the duty of the directors to publish a creasing or notice signed by at least a majority of them, in the newspapers hereinefore mentioned, at least three successive weeks, and to deposit a written or printed copy thereof in the post office, addressed to each tockholder at his usual place of residence, at least two weeks previous o the day designated for holding such meeting, which notice shall specify he object of meeting, the time and place when and where such meeting hall be held, the amount to which it is desired to increase or diminish he capital, and the business to which it is proposed to extend the operaons of the company. diminishing amount of capital stock. SECTION 20. If at the time and place specified in the notice provided Organization of or in the preceding section, stockholders shall appear in person or by such meeting. roxy, representing not less than two-thirds of all the shares of the tock of the corporation, they shall organize by choosing one of the irectors, if present, and if not, then one of the stockholders, as chairan of the meeting, and some suitable person as secretary, and the hairman shall appoint two of the stockholders present to act as tellers, when they shall proceed to a vote of those present in person or by roxy, as provided in the fourth section of this act; and if on canvassing he votes given it shall appear that the holders of two-thirds of all the May have and hold real estate. Total amount of exceed three shares composing said capital have voted in favor of increasing or diminishing the amount of the capital stock, or of extending its business, as the case may be, then and not otherwise, a certificate of the proceedings shall be made out, showing a compliance with the provisions of this act, the amount of capital actually paid in, the business to which it is extended, the whole amount of the debts and liabilities of the company, and the amount to which the capital shall be increased or diminished, which certificate shall be signed by the said chairman, secretary and tellers, and verified by their respective oaths or affirmations; the said certificate when so signed and verified, shall be recorded, and a certified copy thereof filed in the office of the secretary of the commonwealth, as provided in the first section of this act, and when so recorded and filed, the capital stock of such corporation shall be increased or diminished to the amount specified in such certificate, and the business extended according to the vote of the stockholders as aforesaid. SECTION 21. Every such company so increasing or diminishing its capital stock as aforesaid, shall have power to receive and hold such real estate as may be necessary or convenient for the objects and purposes of the corporation, and no more. SECTION 22. The total amount of the debts and liabilities of any such liabilities not to company shall never exceed three times the amount of its capital actually paid in; and if any debts or liabilities shall be contracted exceeding said amount, the directors and officers contracting the same or assenting thereto, shall be jointly and severally liable in their individual capacities for the whole amount of such excess. times the amount of capital paid in. In case of suits plaintiff may include as defendants one or more SECTION 23. In any action brought to enforce any liability under the provisions of this act, the plaintiff may include as defendants any one or more of the stockholders of such company claimed to be liable therefor, and if judgment be given in favor of the plaintiff for his claim, or any of stockholders. part thereof, and any one or more of the stockholders so made defendants shall be found to be liable, judgment shall be given against him or them; the execution upon such judgment shall be first levied on the property of such company, if to be found in the county where the chief business of the company is carried on, and in case such property sufficient to satisfy the same cannot be found in said county, the deficiency, or so much thereof as the stockholder or stockholders, defendants in such judgment, shall be liable to pay, shall be collected of the property of such stockholder or stockholders; on the payment of any judgment as aforesaid, or any part thereof, by one or more stockholders, the stockholder or stockholders so paying the same shall be entitled to have such judgment, or so much thereof as may have been paid by him or them, assigned by him or them for his or their benefit, with power to enforce the same in manner aforesaid, first against the company; and in case the amount so paid by him or them shall not be collected of the property of the company, then rateably against the other stockholders, if any such there be, originally liable for the claim on which such judgment was obtained; but no stockholder shall be personally liable for the payment of any debt contracted by any such company, unless suit for the collec tion of the same shall be brought against such company within six years after such debt shall have become due. Books to be kept containing the names of stock holders, &c. SECTION 24. It shall be the duty of the directors of every such com pany, to cause a book to be kept by the treasurer or secretary thereol. at the office or principal place of business of the company, which sha contain the names of all persons, alphabetically arranged, who are of who shall within one year have been stockholders of such company, showing their places of residence, the number of shares of the stock held by them respectively, and the time when they respectively became the owners thereof, and the amount paid on such shares, and the total amount of the capital stock paid in; which book shall at the end of the year be carefully preserved in the office of the company for future reference, and shall during the usual business hours of the day, on every business day, be open for the inspection of all persons who may desire to inspect the same, and any and every person shall have the right to make extracts from such book; and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it is transferred, liable for the debts of the company, according to the provisions of this act, until it shall have been entered therein as required by this section, by an entry showing by and to whom the same has been transferred; such book shall be prima facie evidence of the facts therein stated, in favor of the plaintiff, in any suit or proceeding against such company, or against any one or more stockholders; and if any Penalty for resuch company shall neglect or refuse to keep such book, or to make fusing to exhibit cause to be made any proper entry therein, or shall, on application made to any director or officer thereof, neglect or refuse to exhibit the same, or to allow extracts to be taken therefrom, as hereinbefore required, such company shall forfeit and pay to the party aggrieved, fifty dollars for each and every day it shall so neglect or refuse as aforesaid, recoverable by said party as in other cases of claims against such company. or SECTION 25. Special meetings of the stockholders in any such company, shall be held at the request of the president, or at the request of any number of stockholders representing not less than one-fourth of the whole number of shares in the capital stock of such company, giving at least two weeks' public notice in the newspapers hereinbefore mentioned, of the time and place designated for holding the same, and stating specifically the object of such meeting, and the objects stated in such notice and no other, shall be acted upon at such meeting; nor shall any business be transacted at any such special meeting, unless a majority of all the shares in the stock of such company shall be there represented, but the meeting may adjourn from time to time, or until such majority shall be present. said book. Special meetings. SECTION 26. The legislature reserves the right to amend, alter or re- Reservation. peal this act, in such manner, however, as shall do no injustice to the corporators; but such amendments, alterations or repeal, shall not take away or impair any remedy given against any company, created in pursuance of the provisions of this act, its stockholders or officers, for any liabilities which shall have been previously incurred. APPROVED-The seventh day of April, one thousand eight hundred and forty-nine. WM. F. JOHNSTON. No. 369. AN ACT To create a sinking fund, and to provide for the gradual and certain extinguishment of the debt of the commonwealth. 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. the secretary of the commonwealth, auditor general and state treasurer, chase of. for the time being, shall be commissioners, who are hereby authorized to receive the revenues appropriated by this act, or which may hereafState debt, pur- ter be appropriated for the same object, and to purchase therewith the debt of the state of Pennsylvania, at its market price, if not exceeding the par value thereof, to the full extent of the said revenues, and to hold and apply the same, and the interest thereon accruing, firmly and inviolably on the trusts and for the purposes hereinafter specified. Revenue. Interest to be ap SECTION 2. That all revenue derived from the following sources, to wit: the taxes on collateral inheritances and the per centage assessed upon any bank or railroad, or coal mining, or railroad and coal mining, or improvement company charter, all taxes assessed on distilleries and breweries, on billiards rooms, bowling saloons and ten pin alleys, on new counties, on threatrical, circus and managerie exhibitions, and on eating houses, beer houses and restaurants, and all such revenues as the legislature may from time to time set apart for the purposes mentioned in this act, shall, so soon as the same shall be received at the treasury, be paid over to the said commissioners, who shall forthwith proceed to purchase the debts of the commonwealth, on the terms and for the purposes set forth in the first section of this act. SECTION 3. That the said commissioners shall be authorized to plied to purchase receive the interest due and payable on the debt, so as aforesaid purchased and held by them, which interest shall be likewise applied to the purchase of said debt, so that the same shall form a constantly accumulating fund for the extinguishment of the public debt. of. Duties of commissioners. Commissioners SECTION 4. That it shall be the duty of the said commissioners, on the first Monday of September, in the year one thousand eight hundred and fifty-one, and on the same day in every third year thereafter, to certify the amount of the debt of the commonwealth held by them, to the governor, who shall direct the certificates representing the same to be cancelled, and on such cancellation issue his proclamation, stating the fact and the extinguishment and final discharge of so much of the principal of said debt. SECTION 5. That the said commissioners shall within ten days after the organization of the legislature, in the year one thousand eight hunto make report of dred and fifty-two, and in every third year thereafter, specially report amount of public debt. to the legislature the amount of the public debt, so as aforesaid liquidated and proclaimed by the governor to have been cancelled, and what reduction of taxes may, in consequence thereof, be made, in order that the legislature may provide for such reduction in the burthens of the people. Accumulating fund. SECTION 6. That any balance of moneys remaining uninvested in the hands of the said commissioners on the said first Monday of Septem ber, one thousand eight hundred and fifty-one, and at every third year thereafter, shall be, as soon as may be thereafter, invested as hereinbefore provided, in order to form, with the revenues appropriated and to be hereafter appropriated, a new accumulating fund for the purposes aforesaid. quests, &c. SECTION 7. That besides the revenues herein appropriated, or which Gifts, grants, bemay hereafter be appropriated, the said commissioners are authorized to receive any gifts, grants, or bequests that may be made to them by any one, and apply the same to the purchase and extinguishment of the said debt in manner aforesaid; and whenever any donation shall be made for the purposes aforesaid, it shall be the duty of the said commissioners to report the same to the legislature; which report shall be entered upon the journals. SECTION 8. That the said commissioners shall keep full and exact Minutes of prominutes of their proceedings, which shall at all times be open to the in- ceedings. spection of the governor and legislature, and shall make a full and exact report of their receipts and disbursements, and of the sums of public debt which shall have been purchased under their direction, specifying dates, prices and places, annually, to the legislature, within ten days after organization thereof. SECTION 9. That the faith of the commonwealth of Pennsylvania is Faith of comhereby pledged, that the moneys and funds aforesaid, and any that may monwealth pledghereafter be appropriated, shall inviolably remain and be applied as ed. aforesaid, to the reimbursement and liquidation as aforesaid, of the public debt, until the same shall be fully and completely effected. SECTION 10. That whenever any foreign executor, or administrator, Collateral inherishall assign or transfer any stocks or loans in this commonwealth, tance tax. standing in the name of a decedent, or in trust for a decedent, which shall be liable to the collateral inheritence tax, such tax shall be paid to the register of the proper county on the transfer thereof; otherwise the corporation permitting such transfer, shall become liable to pay such tax. SECTION 11. That the provisions of the several acts of assembly, To apply to prorelative to collateral inheritance taxes, shall not be held or taken to perty passing by apply to any property or estate, real or personal, passing by will to or will to or in trust in trust for the wife or widow of a son of any person dying seized or for wife, &c. possessed thereof. Valuation of pro SECTION 12. That in order to fix the valuation of the real estate of persons whose estates are or shall be subject to the payment of a collateral inheritance tax by the laws of this commonwealth, the register of wills of the county in which letters testamentary or of administration shall be granted, shall at the same time appoint one of the appraisers, whose duty it shall be to put a fair valuation on said real estate; and the assessor of the ward or township in which such decedent died, shall be another appraiser; and it shall also be the duty of said appraisers to make a fair and conscionable appraisement of the personal estate of the decedent; and it shall further be the duty of said appraisers collateral inberiperty subject to to assess and fix the then cash value of all annuities and life estates growing out of said estate, upon which annuities and life estates the collateral inheritance tax shall be immediately payable out of the estate at the rate of said valuation; and the said appraisers shall be then paid for all services performed by them in the city of Philadelphia and the incorporated districts, and in the other cities and several seats of justice within this commonwealth, at the rate of one dollar per day, and in the several counties within this commonwealth, at the rate of one dollar and fifty cents per day: Provided, That any person or persons dissatisfied with said appraisement or assessment, shall have the right to appeal tance tax. Proviso. |