the date of the incorporation of such associations respectively. rents. Clause 10. That all land and building associations are May assign ground hereby authorized to make sale of and assign or extinguish to any person or persons the ground rents created as aforesaid. IRON OR STEEL COMPANIES. &e. SECTION 38. Companies incorporated under the provisions Iron and steel comof this act for the manufacture of iron or steel, or both, of panies, powers of, any other metal, or of any article of commerce from wood or metal, or both, unless otherwise provided by this act, shall, from the date of the letters patent creating the same, have the powers and be governed, managed and controlled as follows: real estate, mine, Clause 1. Every such corporation may, in the manner pre- Right to increase scribed in this act, increase its capital stock to an amount capital stock, hold not exceeding five million dollars, and shall have the right manufacture, &c. to purchase, lease, hold, mortgage and sell real estate and mineral rights, to prove and open mines, to mine and prepare for market, or for their own use and consumption, coal, iron ore and other minera's, and to erect and construct furnaces, forges, mills, foundries, manufactories and such other improvements and erections as they may deem necessary, and to manufacture iron and steel, or any other metal, or either thereof, in all shapes and forms, and either of these metals, exclusively or in combination with other metals, or with wood, and to transport all of said articles or any of them to market, and to dispose of the same, and do all such other acts and things as a successful and convenient prosecution of said business may require: Provided, They shall not at any one time have more than ten thousand acres of land within this commonwealth, including leased lands. Clause 2. Every such corporation may make and issue May issue and disbonds, with or without coupons attached, bearing interest pose of bonds, not exceeding six per centum per annum, and sell, exchange or otherwise dispose of the same, upon such terms and conditions as they may deem advisable, and such bonds, and the interest thereon, may be secured by a mortgage or mortgages upon the corporate franchises, real and leasehold estate: Provided, They shall not issue bonds for a greater sum than three times the amount of their capital stock paid in. stockholders. Clause 3. The president and directors of every such cor- Annual statement poration shall annually lay before the stockholders a full and to be laid before complete statement of the business and affairs of the corporation for the preceding year; and it shall also be their duty to make report to the auditor general, at such time and in such To make report to form as is or may be prescribed by law, of the operations of auditor general, the corporation, to the end that he may ascertain the amount of tax due by said corporation to the commonwealth, and such report shall be verified by the oaths or affirmations of the president and treasurer of such corporation; and any such corporation which shall neglect or refuse to report to Penalty for neglect. the auditor general, according to law, shall be liable to a penalty of five hundred dollars for the use of the common Power to appropriate streamns. Upon filing drafts, thers prohibited from using streams. Waters to be returned to their usual channel. Effect of incorporation for purposes named in section. Corporations may bold stock and bonds. Or guarantee payment of bonds. Majority of stock may be held by per sons not citizens. Majority of direc tors may be citizens of another state or country. wealth, to be sued for and recovered as debts of like amount are or may be by law recoverable. Clause 4. It shall and may be lawful for any corporation, organized for the purposes named in this section, to appropriate any stream or streams, spring or springs, flowing for the purpose of supplying the same with stream or water owned by such corporation in the vicinity of their works, through or along or rising upon any lands belonging to and Power, upon the said corporation filing in the office of the prothonotary of the court of common pleas of the county in which such works may be located, a draft or drafts showing the stream or streams, spring or springs, which may have been appropriated for the purposes aforesaid; whereupon it shall not be lawful for any other corporation or individual to divert or use the water of any stream or streams, spring or springs, thus appropriated, so as to diminish the usual aecustomed and natural flow thereof: Provided, That every corporation thus appropriating any stream or streams, spring or springs, shall, after using the waters of the same for their manufacturing necessities, return the same into the usual and accustomed channel whereby the water of such stream or streams, spring or springs, have heretofore been accustomed to flow off or along the lands of such corporation. Clause 5. The incorporation of any association of persons for the purposes named in this section shall be held and taken to be of the same force and effect as if the powers and privileges conferred and the duties enjoined had been conferred and enjoined by special act of the legislature, and the franchises granted shall be construed according to the same rules of law and equity as if it had been created by special charter, and no modification or repeal of this act shall affect any franchises obtained under the provisions of the same. Clause 6. That it shall and may be lawful for any incorporated company of this commonwealth, or elsewhere, to subscribe and take shares of stock in any company incorporated for the purposes named in this section of this act, or to purchase the bonds or stock, or guarantee the payment of said bonds and the interest thereon, or either principal or interest. Clause 7. A majority of the stock of any such corporation may be held by persons who are not citizens of this state or of the United States. A majority of its directors may be citizens of another state, or of any foreign country; and it may have an office at any place without the state, at which the by-laws of the corporation may authorize the same meetings of stockholders and directors may be held, and any business of the corporation transacted, but it shall also keep an office within the county in which its principal business in this state is transacted, and an officer of the company there, upon whom service of process may be made; and the property and stock of such corporation shall be at all times liable to taxation under the laws of this commonwealth. Corporations here- Corporations for any of the purposes named in this section, titled to privileges heretofore created by any special or general law of this comof act on accepting monwealth, on accepting the provisions of the constitution, Offices. tofore created, en Constitution. shall be entitled to all the privileges and powers conferred by this act upon such corporations to be hereafter created. of stockholders. Clause 8. That the stockholders of every company incor- Individual liability porated for the purposes named in this section shall only be individually liable for debts due to the laborers, mechanics, or clerks, for services, and in that case for no period exceeding six months. Clause 9. That all laws and parts of laws inconsistent with Repealing clause. this section be and the same are hereby repealed, so far as they may relate to or affect any company incorporated under the provisions hereof, or the stockholders of any such company: Provided, This shall not apply to laws imposing taxes upon such corporations. MECHANICAL, MINING, QUARRYING, MANUFACTURING AND OTHER CORPORATIONS. companies, mining SECTION 39. Companies incorporated under the provisions Manufacturing of this act for the carrying on of any mechanical, mining, companies, &c., quarrying, manufacturing or other business, as provided in powers and governclause eighteen of the second class, in section two hereof, when not otherwise provided in this act, shall, from the date of the letters patent creating the same, have the powers, and be governed, managed and controlled as follows: stock. Člause 1. That every such corporation may have a capital Capital stock, stock not exceeding five million dollars, and may by a vote of three-fourths of the general stockholders, at a meeting duly called for the purpose, issue two kinds of stock, namely: General stock and special stock; the special stock shall at no General and special time exceed two-fifths of the actual capital of the corporation, and shall be subject to redemption at par, after a fixed time to be stated in the certificates. Holders of such special stock shall be entitled to receive, and the corporation shall be bound to pay thereon, a fixed or half yearly sum or dividend to be expressed in the certificates, not exceeding four per centum, and they shall in no event be liable for the debts of the corporation beyond their stock. assessments enfor Clause 2. That if the proprietor of any share neglect to How payment of pay a sum duly assessed thereon, for the space of thirty days ced. after the time appointed for payment, the treasurer of the company may sell by public auction a sufficient number of the shares to pay all assessments then due, with necessary and incidental charges thereon. The treasurer shall give notice Notice of sales. of the time and place appointed for such sale, and of the sum on each share, by advertising the same three weeks successively before the sale in some newspaper published in said county; and a deed of the share so sold made by the trea- Deed. surer, and acknowledged before a justice of the peace, and recorded by the clerk, who shall transfer said shares to the purchaser, who shall be entitled to a certificate therefor. ment of capital corded. Clause 3. The president and directors, with the treasurer Certificate of payand clerk of such companies, shall, after the payment of the stock to be relast instalment of the capital stock, make a certificate stating the amount of the capital so fixed and paid in, which certifieate shall be signed and sworn to by the president, treasurer, clerk, and a majority of the directors, and they shall Withdrawal of capital. Directors to be in dividually liable for which will render declaring dividend, the company insolvent. Restriction of liabilities. ble for excess. cause the same to be recorded in the office of the recorder of deeds for said county. Clause 4. If any part of the capital stock of a company is withdrawn and refunded to the stockholders, before the payment of all the debts of the company contracted previously to the recording of a copy of the vote for that purpose in the office of the recorder of deeds, as prescribed in the preceding section, all the stockholders of the company shall be jointly and severally liable for the payment of such debts. Clause 5. If the directors of any company declare any dividend when the company is insolvent, or the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all thereafter contracted, so long as they respectively continue in office: Provided, That the amount for which they shall be liable shall not exceed the amount of such dividend, and if any of the directors are absent at the time of making the dividend or object thereto, at said time, and file their objections in writing with the clerk of the company, they shall be exempted from such liability. Clause 6. The whole amount of the debts which any such company at any time owes, shall not exceed the amount of its capital stock actually paid in, unless such debt be for unpaid purchase money for lands bought, which debt shall only be a lien upon and collectible from said land; and in Directors to be a case of any excess, the directors, under whose administration it occurs, shall be jointly and severally liable to the extent of such excess for all the debts of the company then existing, and for all that are contracted, so long as they respectively continue in office, and until the debts are reduced to the amount of the capital stock: Provided, That any of the directors who are absent at the time of contracting any debts, contrary to the foregoing provisions, or who object thereto, may exempt themselves from liability by forthwith giving notice of the facts to the sockholders, at a meeting which Liability for mak- they may call for that purpose. If any certificate made, or ing false certificates, &c. Power to hold real and personal estate. Annual certificates to be filed with recorder. any statement or notice given by the officers of a company, under the provisions of this act, is false in any material representation, all the officers who signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted while they were officers or stockholders thereof. Clause 7. Such corporation may, in its corporate name, take, hold and convey such real and personal estate as is necessary for the purpose of its organization, may carry on its business, or so much thereof as is convenient, beyond the limits of the commonwealth, and may there hold any real or personal estate necessary for conducting the same. Clause 8. Every such corporation shall, annually, in September, make, and the president, treasurer and a majority of the directors, shall sign, swear to and deposit with the recorder of deeds for said county, a certificate stating the amount of capital stock paid in, the names and number of shares held by each stockholder, the amount invested in real estate and in personal estate, the amount of property owned and debts due to the corporation, on the first day of August next preceding the date of such certificates, and the amount, as nearly as can be ascertained, of existing demands against the corporation at the date of the certificate. tificates, how reme Clause 9. When the officers of such corporation have failed Failure to file certo perform the duties prescribed in this act, as to making died, and effect certificates, the certificates therein mentioned may be made thereof. and filed at any time after such failure; and such officers shall not be personally liable for debts of the corporation contracted after the requisitions of this act have been complied with. Clause 10. Process shall be served upon such corporations Service of process. in the same manner as is now directed by law with regard to other corporations. The court of common pleas of the proper county shall have the same power to dissolve such Dissolution. the general stockholders shall be liable for all debts and con- Liability of general tracts until the special stock is fully redeemed. stockholders. to laborers, &c. to stay of execu estate, &c. Clause 11. The stockholders of any and all corporations, Individual Hability under this act, shall be personally liable for all sums of money due to laborers, clerks and operatives, for services rendered within six months before demand made upon the corporation, and its neglect or refusal to make payment; and when judgment is obtained against any corporation for wages or When not entit!... labor due to an amount not exceeding two hundred dollars, tion. said corporation shall not be entitled to stay of execution. Clause 12. Any such corporation may, from time to time, Power to acquire acquire and dispose of real estate, and may construct, have and dispose of real or otherwise dispose of dwellings and other buildings; but no power to sell or release the real estate of such corporation shall be exercised by the directors thereof, unless such power be expressly given in the certificates originally filed, without a consent of a majority of the stock in value consenting and agreeing to such sale or lease before making the same, which consent shall be obtained at a meeting of the stockholders to be held for that purpose, of which meeting thirty days' notice shall be given in one of the newspapers of the proper county, and such consent shall be evidenced only by the written signatures of said stockholders. RE-CHARTERING CORPORATIONS. SECTION 40. Corporations created by or under the laws Renewal of charter. of this state, embraced within either of the classes named in how effected. section two of this act, the charters whereof are about to expire by lapse of time from their own limitation, may be re-chartered, or the charters thereof renewed, under the provisions of this act, by preparing, having approved and recorded the certificate named in said section for the class of corporation of which the same is one, in addition to the requirements provided in this act for a new corporation; the certificate for a re-charter shall state the fact that it is a renewal of the former charter, naming the corporation and the date of its first charter. It shall also be accompanied with |