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sum of money provided by law to be paid on the filing of such certificate.

SEC. 2. This act shall not apply to any corporation or company against which any legal proceedings for dissolution are pending. SEC. 3. This act shall take effect immediately.

206. Majority of survivors of commissioners may receive subscriptions to stock.

[An act to provide a method for appointing commissioners in the place of other commissioners who have deceased or who shall fail to act in certain cases touching the organization of companies, and providing for the organization of companies in certain cases. Approved June 6th, 1890. P. L., p. 415.]

SEC. 1. In all cases where acts of incorporation have heretofore been passed, in which certain commissioners therein named, or a majority of them, are authorized to receive subscriptions to the capital stock of any company, and to do certain things mentioned in said acts of incorporation, and where a majority of said commissioners are now living, and it appears by a newspaper published in the county where the principal place of business of said company is to be situated, that the company has heretofore organized, but the records of such organization, if it were organized, shall, by affidavit of any competent person, appear to have been lost or destroyed, that a majority of the survivors of the persons named as commissioners in any such act or acts of incorporation (see sections 179, 206) shall have the power and authority to receive subscriptions to the capital stock of such company or companies, and to perform all the duties which would have devolved upon the incorporators named in said act in regard to the organization of such company or companies, the same as if the commissioners had regularly acted under their charter.

SEC. 2. This act shall take effect immediately.

207. Corporation which has restricted free sale of stock, may remove restrictions.

[Supplement of March 9th, 1891. P. L., p. 87.]

SEC. 1. When any corporation created by the act to which this is a supplement shall have or has by the terms of its certificate of organization limited or restricted the free sale or transfer of its stock(x) by requiring such company at a corporate meeting to fix upon the value of such stock, and by giving, in any manner, such company or its board of directors a pre-emption upon or right to purchase such stock before the transfer thereof by the owner to a third person, or by requiring any employe who shall be a stockholder thereof to hold his stock subject to such pre-emptive right

(x) See section 11 for authority to create limitations and restrictions.

in said company, or to sell the same to said company upon his or her ceasing to be a stockholder therein, such corporation shall have the power by a two-thirds vote of its board of directors at a regular or special meeting called for that purpose, to change, alter or repeal any or all of such restrictions or limitations, and any or all provisions inserted in said certificate of organization for the purpose of securing the same; provided, all the stockholders of such company shall surrender their stock issued under the original certificate, and shall accept in lieu thereof new stock to be issued in pursuance of such resolution; and if any stockholder shall refuse to convert his stock as aforesaid within thirty days after written notice to him or her of the adoption of such resolution, the said corporation may apply by petition to the court of common pleas of the county in this state where the chief office of said company may be kept, or to a judge of said court in vacation, if no court is sitting, on two days' notice to such dissenting stockholder, to appoint three disinterested persons to estimate the damage, if any, to such dissenting stockholder by said resolution, whose award, or that of a majority of them, shall be final and conclusive, and the persons so appointed shall also appraise said stock of such dissenting stockholder at the full market value thereof, without regard to any depreciation or appreciation in consequence of the said change; and the said company, on payment or tender to said stockholder of the value of his said stock and the amount, if any, of the damage so as aforesaid ascertained, shall be entitled to a transfer of such stock and to enforce the same by an action for specific performance; and upon the transfer thereof, such stock shall be held or disposed of by the company at the discretion of the directors; and provided, said corporation cause to be made, recorded and filed, a certificate in writing which shall set forth:

I. The clauses or provisions in its original certificate of organization which are proposed to be altered, amended or repealed;

II. The disposition to be made of such provisions, whether by alteration, amendment or repeal; and if altered or amended, the language of such provision after such alteration or amendment shall be made;

Which certificate shall be signed by a majority of the board of directors of such corporation, the corporate seal shall be thereto affixed, and attached thereto shall be an affidavit of the secretary or treasurer of said company that all of the stock has been sur

rendered either voluntarily or involuntarily, as hereinabove provided for; and the said certificate having been first recorded in the office of the county clerk where the original certificate of organization is recorded, shall be filed in the office of the secretary of state.

SEC. 2. Upon the filing of such amended certificate in the office of the secretary of state the restrictions and limitations upon the transfer of the stock of such corporation named in the original certificate of organization shall be altered, amended or repealed accordingly as such amended certificate shall provide.

SEC. 3. All acts and parts of acts inconsistent with this act be and they are hereby repealed, and this act shall take effect immediately.

208. Where incorporation takes effect only on happening of event, same to take effect on filing certificate, &c. [Supplement of March 16th, 1891. P. L., p. 141.]

In all cases where acts of this state, whether general, special, local or otherwise, have heretofore been or are hereafter passed, providing for the creation or incorporation by proceedings to be taken thereunder or otherwise of any corporation or corporations, but limited to take effect only upon the happening of some future condition or event or proceedings to be taken therein named, such acts shall respectively take effect from and after the time when the persons, or a majority of the surviving persons, if any be dead (see sections 179, 206), interested in any such enterprise as incorporators, commissioners, stockholders or directors, as the case may be, shall make and sign in writing and file with the secretary of state a written acceptance by them duly acknowledged as a deed to be recorded of the provisions of this act, and an agreement to be approved by the governor and attorney-general, surrendering to the state all rights of exemption from taxation and all privileges and advantages arising from any alleged contract establishing any special mode of taxation in respect to such parties, and agreeing further, that such acceptance shall not in any wise affect or impair the right of the state to take the property of such parties thereto under any existing law of the state, and that any law affecting such parties shall be subject to alteration or repeal by the legislature, and this act shall apply to and affect each and all of the class above mentioned without any qualification, limitation, exception or restriction of any kind or nature whatsoever, whether claimed to arise out of such act or any other act or otherwise.

209. Amount to be paid in cash in certain cases. Subscriptions may be reduced, rejected or apportioned.

[Supplement of March 16th, 1891. P. L., p. 142.]

SEC. 1. In all cases where acts of this state, general or special, have heretofore been or may hereafter be passed authorizing the organization or incorporation by any proceedings to be taken thereunder or otherwise of any corporation or corporations having in and by any such act or any certificate filed thereunder an authorized capital stock exceeding in amount the sum of one hundred thousand dollars, upon the subscription of a certain amount of such capital stock in such act or certificate filed thereunder, limited, and the payment of a certain proportion thereof in cash as in such act or certificate filed thereunder stated (see sections 54, 116), it shall and may be lawful to organize and incorporate such corporation or corporations npon the subscription of one hundred thousand dollars of such capital stock and the payment thereon in cash of ten thousand dollars, and the organization or incorporation so effected on such subscription and payment shall be valid, complete and effectual to and for all the uses, intent, objects and purposes of the corporation or corporations so organized and incorporated under the provisions of this act; and in case upon the organization of any corporation under the provisions of this act the total amount of capital stock subscribed shall exceed one hundred thousand dollars, a majority of the persons authorized to receive the same may reduce, reject or apportion such subscriptions among subscribers in such manner as they may deem most likely to promote the interests of the corporation so created.

SEC. 2. All acts and parts of acts, general, special, public, private, local or otherwise in any manner inconsistent with or repugnant to the provisions of this act be and the same hereby are repealed.

210. If corporation fail for two years to pay state tax, charter void.

[Amendment of March 20th, 1891. P. L., p. 199.]

SEC. 1. If any corporation which has been heretofore or shall hereafter be created by the legislature, or under any act of legislature, shall for two consecutive years neglect or refuse to pay the state any tax which has been or shall be assessed against it under any law of this state and made payable into the state treasury, the charter of such corporation shall be void, and all powers conferred by law upon such corporation are hereby declared inoperative and

void, unless the governor shall, for good cause shown to him, give further time for the payment of such taxes, in which case a certificate thereof shall be filed by the governor in the office of the comptroller, stating the reasons therefor.(y)

211. List of delinquents-Governor's proclamation declaring repeal of charter.

SEC. 2. On or before the first day of May in each year the comptroller shall report to the governor a list of all the corporations which for two years next preceding such report have failed, neglected or refused to pay the taxes assessed against them under any law of this state as above, and the governor shall forthwith issue his proclamation, declaring under this act of the legislature that the charters of these corporations are repealed.

212. Governor's proclamation to be published.

SEC. 3. The proclamation of the governor shall be filed in the office of the secretary of state, and published in such newspapers and for such length of time as the governor shall designate.

213. Misdemeanor to exercise powers after proclamation. SEC. 4. Any person or persons who shall exercise or attempt to exercise any powers under the charter of any such corporation after the issuing of such proclamation shall be deemed guilty of a misdemeanor, and shall be punished by imprisonment not exceeding one year, or a fine not exceeding one thousand dollars, or both, in the discretion of the court.

214. Repeal of charters of corporations not paying state tax.

[An act to repeal the charters of all corporations that have heretofore failed to pay state taxes imposed upon them by law, approved March 20th, 1891. P. L., p. 200.]

SEC. 1. The charters of all corporations incorporated under any special or general law of this state that have failed to pay the taxes imposed upon them by law, and payable into the state treasury and in arrears therefor, or for any part thereof, for the space of two years, be and the same are hereby repealed and declared null and void, unless the governor for good cause shown to him shall give further time for the payment of such taxes, in which case a certificate thereof shall be filed by the governor in the office of the comptroller, stating the reasons therefor.(z)

215. List of delinquents-Proclamation declaring repeal. SEC. 2. The comptroller shall, on or before the first day of May, one thousand eight hundred and ninety-one, report to the governor

(y) See, also, sections 162-164. (z) See, also, sections 162-164.

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