Section 4 of the act of February 11, 1895, cited for amendment. and authority, prescribing his duties and fixing his salary; providing for the appointment of a Deputy Commissioner, defining his duties and fixing his salary; authorizing the appointment of clerks, assistants, examiners and other employes of said Department; providing for the registration of foreign corporations receiving deposits or transacting any banking business within this Commonwealth, and providing for their supervision and examination; imposing the payment of certain annual taxes or sums of money upon all corporations (except building and loan associations doing business exclusively within this State), subject to supervision and examination, for the payment of the expenses therefor and providing for the collection thereof; empowering the administration of oaths in connection with the business of the Department and providing for the punishment of any false swearing; providing for the making of reports by corporations subject to supervision and examination and the publication thereof, and providing proceedings against such corporations for failure to make reports; providing for proceedings against such corporations when the capital has been reduced by impairment, or otherwise, or when such corporations are doing business contrary to law, or in an unsafe or unauthorized manner, or when any such corporation is insolvent; providing proceedings against corporations subject to supervision and examination, but without capital stock, when the same are doing business contrary to law, or in an unsafe or unauthorized manner; providing for the appointment of receivers, both temporary and permanent, when necessary for corporations subject to supervision and examination, and providing for the punishment of certain breaches of duty by the Commissioner, Deputy Commissioner, or any employe of said Department; and also repealing an act, entitled 'An act creating a Banking Department,' approved June eighth, one thousand eight hundred and ninety-one, and also repealing all other laws inconsistent with this act," which provides as follows: "Section 4. It shall be the duty of the Commissioner of Banking, as often as he shall deem proper, to examine, or cause to be examined, the books, papers and affairs of each and every corporation subject to supervision as aforesaid, and whenever he shall deem it necessary or proper he shall assign a qualified examiner or examiners to make such examination, and who shall have power to make a thorough examination into all the business and affairs of the corporation in all its departments, and of all its property, assets and resources wherever situated, and in so doing, to examine any of the officers or agents or employes thereof, or any person or officers or employes of any corporation, or any firm in possession of any asset thereof, under oath or otherwise, and shall make, or cause to be made, in the manner aforesaid, a full and detailed report of the condition of the corporation; and the said corporation shall not be subject to any other visitorial power than such as may be authorized by this act, except such as are vested in the several courts of law. Said commissioner and his deputy and any quali fied examiner so as aforesaid appointed are hereby empowered and authorized to administer an oath to any of the persons aforesaid, and any willful false swearing in any inquiry thereunder shall be perjury, and subject, upon conviction thereof, to the same punishment as provided by existing laws for the punishment of perjury. Upon failure of any of the persons aforesaid to make answer to any inquiries as aforesaid, the Attorney General, upon the request of the Commissioner of Banking, shall make information thereof to the court of common pleas of the county of Dauphin, whereupon said court, after hearing, shall make such order as occasion requires. The compensation of examiners and expenses of examinations provided for by this act shall be paid by warrant drawn by the Auditor General on the State Treasurer, upon requisition made by the Commissioner of Banking, and in order to help pay such expenses all corporations subject to the supervision of the Banking Department (except building and loan associations doing business exclusively within this State), shall annually, upon the first Monday of May in each year, pay into the treasury of the State the following amounts in addition to any taxes or fees imposed by existing laws upon such corporations, the sum of twenty-five dollars each, and in all cases of such corporations having capital stock, for each one hundred thousand dollars of capital stock, or fractional part thereof in excess of one hundred thousand dollars, the sum of five dollars shall be paid annually at the time aforesaid; and all such corporations shall pay annually at the time aforesaid, the sum of two cents for each one thousand dollars of assets which it may have. In cases of corporations subject to the supervision of the Banking Department, which have no capital stock, they shall each, in addition to any taxes or fees imposed by existing laws, annually upon the day and year aforesaid, pay into the treasury of the State the sum of twenty-five dollars, and for each one hundred thousand dollars of assets, or fractional part thereof in excess of one hundred thousand dollars, annually pay into the treasury of the State the sum of one dollar. And in case of neglect or refusal of any corporation aforesaid to pay said sums into the State Treasury at the time aforesaid, the Auditor General shall settle an account against such corporation for the amounts due and payable under this act, and shall proceed to collect the same in the Duties of the ment of and powers of. ministered by Commissioner, deputy and examiner. same way and manner and under the same penalties as are provided for the collecting of taxes and penalties under existing laws: Provided, however, That nothing herein contained shall impose upon building and loan associations, doing business exclusively within this State, the payment of any sum or sums of money whatsoever," be and the same is hereby amended to read as follows: Section 4. It shall be the duty of the Commissioner of Banking, as often as he shall deem proper, to examine or cause to be examined, the books, papers and affairs of each and every corporation subject to supervision as aforesaid, and whenever he shall deem it Examiner, assign- necessary or proper he shall assign a qualified examiner or examiners to make such examination, and who shall have power to make a thorough examination into all the business and affairs of the corporation in all its departments, and of all its property, assets and resources wherever situated, and in so doing, to examine any of the officers or agents or employes thereof, or any person or officers or employes of any corporation, or any firm in possession of any assets thereof, under oath, or otherwise, and shall make, or cause to be made, in the manner aforesaid, a full and detailed report of the condition of the corporation; and the said corporation shall not be subject to any other visitorial power than such as may be authorized by this act, except such as are vested in the several courts of law. Oaths may be ad- Said commissioner and his deputy and any qualified examiner so as aforesaid appointed are hereby empowered and anthorized to administer an oath to any of the persons aforesaid, and any willful false swearing in any inquiry thereunder shall be perjury, and subject, upon conviction thereof, to the same punishment as provided by existing laws for the punishProcedure in case ment of perjury. Upon failure of any of the persons aforesaid to make answer to any inquiries as aforesaid, the Attorney General, upon the request of the Commissioner of Banking, shall make information thereof to the court of common pleas of Dauphin, whereupon said court, after hearing, shall make such order as occasion requires. The compensation of examiners and expenses of examinations provided for by this act shall be paid by warrant drawn by the Auditor General on the State Treasurer, upon requisition made by the Commissioner of Banking, and in order to help pay such expenses all corporations subject to the supervision of the Banking Department (except building and loan associations doing business exclusively within this State), shall annually, upon the first Monday of May in each year, pay into the treasury of the State the following amounts in addition to any taxes or fees imposed by existing laws upon such corporations, the sum of twenty-five dollars each, and in all cases of False swearing. of failure to make answer. Compensation of examiners, etc. Fees to be paid by corporations. such corporations having capital stock, for each one Approved-The 29th day of May, A. D. 1901. Procedure in case of refusal or neglect to pay. No. 216. AN ACT Supplementary to an act, entitled "An act to provide for the incorporation and regulation of certain corporations,' approved the twenty-ninth day of April, one thousand eight hundred and seventy-four; providing for the merger and consolidation of certain corporations. Section 1. Be it enacted, &c., That it shall be lawful for any corporation now or hereafter organized under, or accepting the provisions of, the act, entitled "An act to provide for the incorporation and regulation of certain corporations," approved April twentyninth, one thousand eight hundred and seventy-four, or of any of the supplements thereto, or of any other act of Assembly authorizing the formation of corpora Merger and consolidation of cer Proviso. Proviso. tions, to buy and own the capital stock of, and to merge its corporate rights, powers and privileges with tain corporations. and into those of, any other corporation, so that by virtue of this act such corporations may consolidate, and so that all the property, rights, franchises and privileges then by law vested in either of such corporations, so merged, shall be transferred to and vested in the corporation into which such merger shall be made: Provided, That nothing in this act shall be construed so as to permit railroad, canal, telegraph companies, which own, operate or in any way control parallel or competing roads, canals or lines, to merge or combine: And provided further, That any corporation formed for the purpose of carrying on any manufacturing business under the seventeenth or eighteenth clause of section two of an act, entitled "An act to provide for the incorporation and regulation of certain corporations," approved April twenty-ninth, one thousand eight hundred and seventy-four, with the powers conferred by section thirty-eight or section thirty-nine of said act, may be merged and consolidated, under the provisions of this act, with any other corporation formed for any purpose provided for in either the seventeenth or eighteenth clause of section two of the act above cited; but nothing in this act contained shall extend or enlarge beyond its former territorial limits the exclusive franchise of any gas or water company. Joint agreement. To be submitted to stockholders. Section 2. Said merger or consolidation shall be made under the conditions, provisions and restrictions, and with the powers herein set forth, to wit: I. The directors of each corporation may enter into a joint agreement, under the corporate seal of each corporation, for the merger and consolidation of said corporations; prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number and names of the directors and other officers thereof, and who shall be the first directors and officers and their places of residence, the number of shares of the capital stock, the amount or par value of each share, and the manner of converting the capital stock of each of said corporations into the stock of the new corporation, and how and when directors and officers shall be chosen, with such other details as they shall deem necessary to perfect the said consolidation and merger; but said agreement shall not be effective unless the same shall be approved by the stockholders of said corporations, in the manner hereinafter provided. II. Said agreement shall be submitted to the stockholders of each of said corporations, at separate special meetings, of the time, place and object of which respective meetings due notice shall be given by publication, once a week for two successive weeks before said respective meetings, in at least one newspaper |