by the directors of said company for the space of sixty days after the same shall be payable, such subscriber, his or her assignee or transferee, shall forfeit each and every share on which payment shall not have been duly made, or shall be liable to suit therefor, with one per centum a month interest thereon, in the same manner as debts of the like amount are now recoverable. SECTION 4. That the affairs of said company shall be managed Directors and by twelve directors, stockholders of the said corporation, who their election. shall be elected annually on the second Monday of January, between the hours of ten A. M. and two P. M., and the directors so elected shall appoint a president and vice president of the company, and such other officers and agents as they may deem necessary for conducting the business of the corporation, who Powers. shall perform the duties of their respective offices until they shall be re-elected, removed from office, or their successors shall be chosen, and in case of the death or resignation of a director, the vacancy occasioned thereby shall be filled by the remaining directors. SECTION 5. That at all elections for directors, the votes of the Electors. stockholders shall be by ballot, each share of stock not exceeding ten having one vote, and every five shares over ten having one additional vote. No stockholder shall vote by proxy, nor shall he or she be entitled to vote after the said first election, unless the share or shares shall have been standing in his or her Votes. name, on the books of the company, for three months previous to said election, nor unless the whole sum due and payable on the share or shares by him or her held at the time of such election, shall have been fully paid and discharged. The first election of directors shall be held on the third Monday after letters patent shall have been granted as aforesaid; and said directors then chosen shall hold their offices until the first annual election, or until new directors shall be chosen as herein provided. SECTION 6. That the shares of stock of the said corporation Transfers. shall be assignable and transferable only on the books of the corporation, according to such rules and regulations as the directors shall for that purpose ordain and establish, and not otherwise. SECTION 7. That the said companies shall be divided into two Companies classiclasses, the first of which shall be empowered to take risks fied. against fire on all kinds of buildings, merchandize and other property, either limited or perpetual; to effect marine and inland insurances on vessels, cargoes and freights, and on merchandize and other property transported on rivers, canals, lakes and railroads, and by steamboats, wagons, or otherwise, and to re-insure themselves. And the second class shall be empowered to insure the respective lives of its members and others, and to make all and every insurance appertaining to life risks of whatever kind or nature, and to receive and execute trusts, to make endowments, and to grant and purchase annuities; but in no case shall the powers conferred on the one class be exercised by the other class without special authority therefor from the legisla ture: Provided, That any company may limit itself in its chartert o the exercise of a portion of the powers enumerated under either of the foregoing classifications. SECTION 8. That any company incorporated under this act, Prohibitions. shall not have nor exercise the powers of savings or discount institutions, and shall be subject to the right of the legislature Investment of funds. What real estate may be held. And how long. Trust estates. Policies, &c. signated. to alter, revoke or annul their charters, whenever, in their opinion, it may be necessary for the public welfare; in such manner, however, that no injustice be done to the corporators. SECTION 9. That it shall and may be lawful for said companies to employ and invest their capital stock, and other moneys of said companies, in bonds and mortgages on real estate in respondentia or bottomry bonds, ground rents, stocks or loans of the United States and state of Pennsylvania, and in stocks or loans of any borough, city or institution incorporated by the laws of this state, and in other good securities, and to sell and transfer the same, and to re-invest the proceeds of such sale or transfer in other such loans, stocks or securities; and the real estate which it shall be lawful for said company to purchase, receive, hold and convey, shall be I. Such as shall be requisite for its immediate accommodation in the convenient transaction of business. II. Such as shall have been mortgaged to it in good faith, by way of security for loans previously contracted, or for moneys due. III. Such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its dealings. IV. Such as shall be purchased at sales upon judgments, decrees or mortgages obtained or made for debts due said company, or for debts due other persons where said company may have liens or incumbrances on the same, and the purchase is deemed necessary to save the company from loss: Provided, That no real estate acquired by the corporation, except that necessary for the transaction of business, shall be retained by said corporation for a longer period than five years: And provided further, That whenever such company shall have the power of receiving and executing trusts under the second classification aforesaid, it shall be and is hereby authorized and empowered to take, receive and hold all estates and property, real and personal, which may be granted, committed, transferred or conveyed to it with its consent, upon any trust or trusts whatsoever, at any time or times, by any person or persons, body or bodies corporate, or by any court of the United States or of this state, and to administer, fulfil and discharge the duties of such trusts. SECTION 10. That in execution of the several powers that may be conferred on such companies respectively, they are hereby empowered to make, execute and perfect such contracts, bargains, agreements, policies and other instruments as shall or may be necessary, and as the nature of the case may require; and every such contract, bargain, policy and other agreement, shall be in writing or print under the corporate seal, and signed by the president, or in his absence or inability to serve, by the vice president, or other officer in that event designated by the by-laws, and shall be duly attested by the secretary or other proper officer of said company, who may be in like manner designated. SECTION 11. That whenever any company may be incorporated Intended plan of business to be de- under this law, and may intend to transact its business upon the mutual principle exclusively, or in connection with a joint stock capital, it shall be so designated in its charter; and if upon the mutual principle exclusively, then the parties named in said special act, and their associates, shall be made and constituted a body corporate, directly, and without the grant of letters patent, as herein before provided in reference to joint stock companies; and in that case all persons insuring with, and continuing to be insured therein, shall thereby become members during the period they shall remain so insured, and no longer, and shall pay such rates as shall be determined by the board of directors, and be liable for all losses and expenses of said company, to the amount of the premiums paid, or agreed to be paid by said members respectively. At the elections for directors, Votes in mutual each member insured by any sum not less than one dollar, paid companies. in as a premium of insurance to said company during the year previous to said election, and on policy then existing, shall have one vote; and for every additional twenty-five dollars so paid, one other vote. In other respects, the management of said mutual companies shall be as hereinbefore provided in reference to joint stock insurance companies: Provided however, That no company, incorporated with the powers before enumerated under the second class, shall undertake or execute trusts of any description, until at least one hundred thousand dollars as capital stock shall have been first subscribed and paid in. SECTION 12 That the directors of the said companies shall, Dividends. on the first Monday of January and July in each and every year, declare dividends of profits, as to them shall appear advisable, first deducting all expenses and losses; but the moneys received for premiums upon risks, which remain undetermined and outstanding at the time of declaring such dividend, shall not then be considered as part of the profits, nor divided as such, where said companies are conducted upon the joint stock principle; said dividends shall be paid to the respective stockholders, or to the agents duly empowered to receive them; and when organized upon the mutual principle exclusively, each member shall be entitled to such a proportion of the said surplus, as the cash premium paid by such members respectively may bear to the aggregate surplus so declared; and for the proportionate share of each member so ascertained, a certificate shall be issued, declaring him or them to be entitled to such a portion of the accumulated capital of the company; said certificate to be construed and governed as hereinafter mentioned; but no certificate shall be issued for a less sum than twenty-five dollars, nor for any fractional part of five dollars, and shall, at the discretion of the directors bear, and be paid interest at a rate not exceeding six per centum per annum. When said companies shall be organized upon the stock and mutual principle jointly, the directors, after ascertaining the surplus as above mentioned, shall first set aside out of the same, six per cent. on the actual value of the capital stock of said company; which valuation shall be estimated by the said directors for that purpose, and the balance shall be apportioned among the insured members and the stockholders; and each insured member shall receive certificates as aforesaid, for such a proportion of the said surplus as the premiums paid by him on determined risks may bear to the entire collective amount of stock valued as aforesaid, and premiums earned; and each stockholder shall receive such a proportion of the same, as the stock so valued and held by him may bear to the entire collective amount of said stock and premiums earned. SECTION 13. That no dividend shall be declared, certificate When dividends issued, or interest paid to either stock or certificate holders, shall not be dewhen the capital stock shall have been reduced, by losses or ex clared. ing illegal dividends. penses, until the same shall have been restored. And if the directors shall knowingly make a dividend or dividends contrary to the true intent and meaning of the prohibition herein contained, such of them as shall consent thereto, shall in their individual capacity be accountable for, and pay over to Penalty for mak the said company for the use thereof, as much as they may divide and pay without authority; and each director in office at the time of making such dividend so prohibited, shall be deemed as consenting thereto, unless he or they shall, at the time of making and declaring the same, be absent, or if present, shall immediately enter his or their protest on the minutes of the board; no interest shall be paid on certificates of surplus profit until the interest on the stock of said company shall first be provided for. Payment of dividends. Annual statement SECTION 14. That within thirty days after the yearly balance of the affairs of said company shall be struck, the directors shall cause to be paid, in cash, to the stockholders of any such joint stock insurance company, the amount of dividends they may respectively be entitled to; and where any such company may be charted upon the stock and mutual principle combined, they shall cause to be paid to the stockholders, in cash, not exceeding six per centum on their stock respectively; and shall issue the company's certificates to such insured members and stockholders respectively, agreeably to the provisions of the twelfth section; in which case, and where said company shall be chartered on the mutual principle exclusively, the certificates issued to the members as aforesaid shall not be paid until the net profits or surplus shall exceed the sum of two hundred and fifty thousand dollars, when the said excess may be applied for the redemption of the said certificates, and any arrears of interest that may have been allowed thereon. SECTION 15. That it shall be the duty of every company into be published. corporated under this act, to publish within thirty days after the first Monday of January, in each year. at least three times a week for the space of two weeks, in a daily newspaper published in the county in which they do business, if a daily newspaper be printed in said county; and in such counties where no daily newspaper is published, once a week for three weeks, a statement showing particularly, in tabular form, the amount of their capital authorized and paid in; the amount, nature, and actual value of their assets; the annual amount of their premiums, and the amount derived from interest on loans or investments during the said period; the amount of annual expenses of said company; the amount of their losses during said period, and the amount of their risks, insurances and annuities, and also of their debts and liabilities. Tax to state to be paid semi-annually. Embezzlement, how punished.' SECTION 16. That all companies incorporated under this act, shall semi-annually account for, and pay into the treasury of this commonwealth, the tax on capital stock and dividends, as provided by the thirty-third section of an act to reduce the state debt and incorporate the Pennsylvania canal and railroad company, passed the twenty-ninth day of April, Anno Domini one -thousand eight hundred and forty-four, or as may be from time to time provided by law. SECTION 17. That if any director or officer of any of said companies shall fraudulently embezzle or appropriate to his own use, or to the use of any other person or persons, any money or other property belonging to the said institution, or left with, or held by the said company, in trust as a special deposit or otherwise, he or they, on conviction thereof, shall be fined in a sum not less than the amount so appropriated or embezzled, and sentenced to undergo an imprisonment in the penitentiary, in separate and solitary confinement at labor, for any term not exceed ing five years, at the discretion of the court: Provided, That this shall not prevent any person aggrieved from pursuing his, her, or their civil remedy against such person or persons. Forfeiture of SECTION 18. That any violation of the provisions of their char- RICHARDSON L. WRIGHT, WM. M. PIATT, Speaker of the Senate. APPROVED-The second day of April, Anno Domini one thousand eight hundred and fifty-six. JAMES POLLOCK. No. 237. AN ACT Relative to the Catawissa, Williamsport and Erie Railroad. 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 for the purpose of enabling the Catawissa, Williamsport and May mortgage Erie railroad company to settle and pay off their floating debt, rolling stock. and to purchase such additional machinery as their business may require, it shall be lawful for the said company, at any time within five years after the passage of this act, with the consent of the majority in value of the stockholders first given at a meeting called for that purpose, to mortgage or transfer in trust, at such rate of interest and upon such terms and conditions as they may deem expedient, as security for any money that may be lent or advanced to them, or any debts that they may now or hereafter owe, the locomotives, tenders, cars or other rolling stock that may now or hereafter belong to the said company; and the said mortgage or transfer shall be a good and valid security, without delivery of the possession of the things so mortgaged or transferred, till the re-payment of the said. mortgage or the debt for which the same is transferred. The lien thereof on such property, and all of it, shall not be in any way discharged or impaired or affected by any subsequent mortgage or sale by an execution creditor, or otherwise, and as Need not deliver possession. |