apable in law to sue and be sued, in any court of law and SECTION 2. The capital stock of the said corporation shall be livided into shares of twenty dollars each, and shall not exceed hree hundred shares, to be subscribed for or disposed of from ime to time, in such manner as the resolutions or by-laws made n pursuance of this act shall provide. Proviso. Capital stock. SECTION 3. The affairs of the corporation shall be managed Affairs, how y a president and five directors, to be chosen from among the managed. stockholders, the president to be elected by the directors, from mongst their number; the said board of directors shall be elected n the first Monday in January in each and every year, or vithin sixty days thereafter, and shall continue in office until heir successors be duly elected; a majority shall have power o act at all meetings, as if all were present, and may fill any vacancy that may occur in their body by death, resignation, or otherwise; each stockholder shall be entitled to one vote for every share he or she may own not exceeding ten shares, and one vote for every three shares above ten shares. SECTION 4. The president and directors shall from time to Dividends. time declare dividends of the profits realized, if any, by the company, or so much thereof as a majority shall deem expedient: Provided, That no such dividends shall be made until all the debts of the corporation shall have been first paid. Secretary and SECTION 5. The said board of directors shall at their first meeting, and annually thereafter, elect one person to act as treasurer. secretary and treasurer of the said corporation, whose duties shall be defined by the said board of directors. SECTION 6. That the shares of stock aforesaid may be trans- Transfer of stock. ferred, in person or by attorney, in a book provided for that purpose, in presence of the president or secretary, and certificates of stock shall be issued to stockholders, signed by the president and secretary. HENRY K. STRONG, Speaker of the House of Representatives. WM. M. HIESTER, Speaker of the Senate. APPROVED-The third day of May, Anno Domini one thou sand eight hundred and fifty-five. JAMES POLLOCK. Corporators. Style. Proviso. Privileges. No. 640. AN ACT To incorporate the Lynn Mutual Fire Insurance Company of Lehigh county. SECTION 1. Be it enacted by the Senate and House of Represen tatives of the Commonwealth of Pennsylvania in General Assem bly met, and it is hereby enacted by the authority of the same, That Daniel H. Creitz, Joseph Saliday, M. D., Samuel Camp,, Peter Snyder, David Follwiler, William Moser, Levi Kistler, Aaron Donat, Henry Long, Daniel F. Lutz, and Phaon P. Haas, and such other persons as are or may be associated with them, uuder the authority of this act, being citizens of Lynn township, Lehigh county, their successors or assigns, are hereby made a corporation, by the name of the Lynn mutual fire insurance. company of Lehigh county; and they and their successors are hereby made a body politic and corporate, in law, with all the legal incidents of a corporation: Provided, That they shall not have power to hold a greater amount of real estate than is ne cessary for the use of the corporation, in the transaction of the business thereof, or such as shall be taken in security for, or in payment of debts; nor shall the yearly income thereof exceed two thousand dollars; nor shall any by-laws be repugnant to this act, the constitution of the United States, or this common. wealth. SECTION 2. That the said corporation shall be entitled to all the privileges, and subject to all the liabilities contained in the act, entitled "An Act to incorporate the mutual fire insurance company of Berks county," approved the thirty-first day of January, Anno Domini one thousand eight hundred and forty-five. HENRY K. STRONG, Speaker of the House of Representatives. WM. M. HIESTER, APPROVED-The fourth day of May, Anno Domini one thousand eight hundred and fifty-five. JAMES POLLOCK. No. 641. AN ACT To extend the Charter of the Northampton and Luzerne Coal Company. SECTION 1. Be it enacted by the Senate and House of Represen tatives of the Commonwealth of Pennsylvania in General Assem bly met, and it is hereby enacted by the authority of the same, That he charter of the Northampton and Luzerne coal company, be nd the same is hereby extended and continued for the term of fteen years, from the expiration of its present charter, and uring that time it shall be subject to all the restrictions and rovisions, and shall enjoy and exercise all the immunities and rivileges contained in its charter, passed the twenty-sixth day f June, one thousand eight hundred and thirty-six, and the upplements thereto : Provided, That nothing contained in said. harter, shall be construed to exempt said company from the ayment of taxes upon their capital stock, as is or may be proided by law in relation to taxes on corporation stocks. HENRY K. STRONG, Speaker of the House of Representatives. WM. M. HIESTER, Speaker of the Senate. APPROVED-The fourth day of May, Anno Domini one thouand eight hundred and fifty-five. JAMES POLLOCK. No. 642. AN ACT To incorporate the Tioga Building and Manufacturing Association. SECTION 1. Be it enacted by the Senate and House of Representives of the Commonwealth of Pennsylvania in General Assem'y met, and it is hereby enacted by the authority of the same, That bel Humphrey, Vine De Pui, B. C. Wickham, A. C. Bush, J. Commissioners. . Bush, John W. Guernsey, F. E. Smith, C. H. Seymour, T. . Berry, P. S. Tuttle, Edward Bayer, E. S. Doughty, T. L. Baldin, Carpenter H. Place and Lyman H. Smith, or any three or ore of them, be and they are hereby appointed commissioners o do and perform the following duties, that is to say :-they hall, at such time or times, place or places, and upon such otice as they may deem expedient, open books for the purpose Their duties. of receiving subscriptions to the capital stock of the associa ion incorporated by this act, and they may adjourn from time o time, and to such places as they may deem proper, until the vhole amount of stock authorized by this act shall be subscribed, nd if the whole amount of said stock shall not have been taken efore the organization of said association, it shall be lawful or the president and directors for the time being, to receive uch subscriptions of stock, until the whole amount thereof shall be taken. Capital. SECTION 2. That the capital stock of said association shall not be more than fifty thousand dollars, in shares of twenty dollars each, certificates whereof shall be issued to the subscripers for the number of shares by them respectively subscribed, signed by the president, countersigned by the secretary, and sealed with the common seal of said corporation, which stock stock. Certificates of Letters patent. Style. Privileges. Organization. shall be transferable, in person or by attorney, executors, administrators, guardians or trustees, under such regulations and restrictions as may be provided by the by-laws. SECTION 3. That when twenty per centum on said capital stock shall have been subscribed, and five dollars on each and every share thereof shall have been paid, the commissioners aforesaid, or such of them as shall have acted, shall certify to the governor, under their hands and seals, the names of the subscribers, the number of shares subscribed by each, and that five dollars on each share have been paid, whereupon the gov ernor shall, by letters patent, under his hand and the seal of the commonwealth, create and constitute the said subscribers, and those that may thereafter be associated with them, their successors and assigns, into a body politic and corporate, in deed and in law, by the name, style and title of The Tioga building and manufacturing association, and by that name to have perpetual succession, with all the privileges, franchises and immunities incident to a corporation, and may sue and be sued, plead and be impleaded, complain and defend, in all courts of law and equity, of record, or otherwise, may make, have and use a common seal, and the same may alter and amend at pleasure, may ordain such by-laws, ordinances and regula tions as may be necessary and convenient for the proper gov ernment of said corporation, the same not being contrary to the constitution of the United States and this commonwealth, and generally may do all and singular the matters and things necessary for the well being and due management of said corpo ration; and also, as such shall have power to purchase the lands necessary for the erection of any building, and appurtenances thereto belonging, and make such improvements to and upon the same, as to said corporation may seem expedient and proper. SECTION 4. That as soon as conveniently may be after the said letters patent shall be obtained, the said commissioners who may have assumed the duties mentioned in this act, or any three of them, shall appoint a time and place for the subscribers to meet for the purpose of organizing the association, giving at least three weeks' notice thereof in at least one newspaper published in the county of Tioga, and the subscribers when met, at the time and place so appointed, shall elect, by a majority of President and di- the votes given, in person or by proxy, a president and six di rectors. Eligibility. Powers and du ties of managers. rectors, who shall manage the affairs and business of the association until the first Monday of July then next ensuing, and until others be chosen: Provided, That no person shall be eli gible to the office of president or director, who does not own at least five shares of stock: And provided further, That in case of the death or resignation of the president or any director, the remaining directors may supply the vacancy until the next annual election. SECTION 5. That the president and directors of said associa tion for the time being, are hereby authorized and empowered to exercise all the powers granted to the corporation; they shall meet at such times and places as they may deem most conve nient for the transaction of their business, and when met four shall be a quorum; the president if present, shall preside at all meetings, and have the right to vote only in case of a tie; in the absence of the president the board shall appoint a president To tem.; they shall keep a minute of their proceedings in a uitable book to be provided for that purpose, shall choose a ecretary and treasurer, and may appoint and employ all such fficers, agents, superintendents, artizans, workmen, and other ersons, as in their opinion may be necessary and proper in the management of the affairs and business of said association, at uch times, in such manner, and under such regulations as they may determine; they shall fix the salaries and wages of such fficers and persons employed by them, and may require bond, with security, in such sums as they may deem proper, of each nd any of said officers or other persons by them appointed or mployed, for the faithful discharge of their duties; they are also uthorized to design, determine, and contract for any improveents they may deem necessary for the accommodation of isitors or the adornment of the ground, and to lease the proerty belonging to the corporation, to such lessee or lessees, or such term or terms, and at such annual or other rents, as may be determined by the board, and generally may do all such cts, matters and things as by this act and the by-laws of the ssociation they may be authorized to do; and that said corpotors shali have the power to buy and hold in their corporate ame, all property, both real and personal, necessary for the urposes aforesaid. SECTION 6. That dividends of so much of the profits of the Dividends. ompany as shall appear advisable to the directors, shall be delared and paid to the stockholders or their representatives at uch times and places as may be provided by the by-laws. SECTION 7. That the election for directors shall be conducted Elections, how s follows, to wit: At the first election the commissioners who conducted. have acted, or any three of them, shall appoint three stockholders not being candidates to be judges of the said election and to old the saine, and at every succeeding election the directors or the time being shall appoint three stockholders, who shall not be directors nor candidates, for the like purpose; and the persons so appointed by the commissioners or directors shall espectively take and subscribe an oath or affirmation before any officer competent to administer an oath, well and truly and ccording to law to conduct such election to the best of their Enowledge and ability; and the said judges shall decide upon he qualifications of voters, and when the election is closed hall count the votes and declare who have been elected, and ertify the same at the first election to the commissioners who ppointed them, and at all subsequent elections to the directors; and if at any time it shall happen that an election of directors hall not be held at the time specified, the corporation shall not or that reason be dissolved, but it shall be lawful to hold such election on any day within three months thereafter, by giving at least ten days' previous notice of the time and place of holdng such election, and the directors of the preceding year shall, n that case, continue in office with all the powers belonging to hem as such until others are elected; each share of stock shall entitle the holder thereof to vote, and each ballot shall have endorsed thereon the number of shares thereof represented; no proxy shall be received or entitle the holder to vote at any elecon or general meeting, unless the same shall bear date and have been duly executed within three months next preceding such election or general meeting. Votes. |