Proviso. Proviso. When to organ ize. Proxies. Managers. By-laws. When stockhol establish and put in execution, such by-laws, ordinances and regula tions, as shall appear necessary and convenient for the government of the said corporation, not being contrary to the Constitution and law of the United States or of this Commonwealth, and generally to do all and singular the matters and things which to them it shall lawfully appertain to do for the well-being of the said corporation: Provided, That nothing herein contained shall be considered as in any way giving to the said corporation any banking privileges whatsoever, or any other privileges, liberties or franchises, but such as may be necessary or incident to the making of gas, and the distribution thereof for the pur pose of illumination in the borough of Manayunk and vicinity: Provi ded further, That the said company shall at no time hold or possess land for any other purpose than the construction thereon of the necessary works, store-houses and offices of the said company. any SECTION 3. That the said commissioners, or any five of them, shall as soon as conveniently may be after the said letters patent shall have been obtained, give at least two weeks' previous notice in the newspa pers herein before mentioned, of the time and place by them appointed for the subscribers to meet in order to organize the said company, and to choose by a majority of votes of the said subscribers, by ballot, to be given in person or by proxy, which proxy shall have been obtained and bear date within four weeks previously to the election at which such proxy shall be presented, duly authorized, thirteen managers, and the managers so chosen shall elect a president from their own body, and conduct the business of the company from the time of their election, as aforesaid, until others are chosen to supply their places at the next annual meeting of the stockholders occurring thereafter, as hereinafter mentioned, and the said managers may make such by-laws, rules, orders and regulations, as are not inconsistent with the laws and Constitution of this State or of the United States, and as may be necessary for the due management and ordering the affairs of the said company, and from time to time may sell stock, not to exceed in the whole number two thousand shares. SECTION 4. That the stockholders shall meet on the second Monday ders to meet to of August next succeeding the organization of the said company, as elect officers &c. provided for in the preceding section of this act, and subsequently on Special meetings. Votes. the same day and month in every ensuing year, at such place as may be fixed upon by the by-laws, of the time and place of which meeting notice shall be given at least two weeks previously in the newspapers aforesaid, and choose by ballot, by a majority of votes present, their officers for the ensuing year, as mentioned in the third section of this act, which officers so clected, shall continue in office for one year of until a new election shall be had; and the stockholders shall also meet at such other times, either upon the requisition of the managers or of any stockholders who own in the aggregate one hundred shares, as they may be summoned to meet by the said managers or stockholders, in such manner and form as shall be prescribed by the by-laws, at which annual or special meeting they shall have full power and authority to make, alter or repeal, by a majority of votes present, in manner aforesaid, all such laws, rules, orders and regulations as aforesaid, and to do and perform every other corporate act; and the number of votes to which each stockholder shall be entitled at all elections, and upon all questions submitted to any annual or special meeting of the stock holders, shall be according to the number of shares he or she shall hold, in the proportions following, that is to say: for each share not exceeding ten shares one vote, for every five shares above ten shares one vote, to the extent of thirty votes, which shall be the highest num ber of votes to which any stockholder shall be entitled, whatever may SECTION 5. The election of officers provided for in the fourth section Election of offiof this act, shall be conducted in the following manner, that is to say: cers. -the managers for the time being shall appoint two of the stockholders not being managers to be judges of the said election, and to conduct the same, who, before undertaking to act, shall severally take and subscribe an oath or affirmation before a justice of the peace or alderman, well and truly according to law to conduct such election, to the best of their knowledge and abilities, and the said judges shall decide upon the qualifications of the voters, and when the election is closed, (which shall be and remain open at the office of the company in the borough of Manayunk, from ten o'clock A. M., until three o'clock P. M.,) shall count the votes, and the stockholders having the highest number of votes shall be declared duly elected, and if it shall at any time happen that an election of managers shall not be made, the corporation shall not for that cause be deemed to be dissolved, but it shall be lawful to hold and make such election of managers on the same day, or on any other day thereafter, giving at least ten days notice, signed by the secretary, in the newspapers before mentioned, of the time and place of holding such election, and they are hereby required so to do at least once in every twenty days until the requisite officers are chosen, and the managers and treasurer of the preceding year shall in that case continue to act, and be invested with all powers belonging to their respective stations, until an election shall take place; in case of the death or resignation or removal from the State of any Vacancies. manager, treasurer, or other officer, his place shall be filled by the board of managers until the next annual election: Provided, That Proviso. none but stockholders shall be eligible to be elected manager. SECTION 6. That the managers shall meet at such times and places Quorum. as shall be found most convenient for the transaction of their business, seven of whom shall be a quorum, who in the absence of the president may choose a chairman, and shall keep minutes of their transactions fairly entered in a book, and a quorum being formed, they shall have full power and authority to buy land for a site for the gas works, and Powers. erect the same, to appoint all such architects, chemists, superintendents and other artists and officers, as they shall decin necessary to construct and carry on the intended gas works, and to fix their salaries and wages, to enter into and execute contracts or covenants in relation to the object of said corporation, and to enforce the same, to ascertain the time, manner and proportions in which the said stockholders shall Certificates of stock. Failure to pay installments. Transfer of stock. Dividends. Proviso. May borrow money. pay the money due on their respective shares, to draw orders on the treasurer for money, which orders shall be sigued by the president, er in his absence by a majority of the managers present, and attested by the secretary, and generally to do all such other acts, matters and things, as by this act and the by-laws and regulations of the company they are authorized to do. SECTION 7. That the managers first chosen shall procure certificates or evidences of stock for all the shares of the said company, and shall deliver one such certificate, signed by the president and countersigned by the treasurer, and sealed with the common seal of the said corpora tion, to each person, for such share or shares as by him are subscribed and held, which certificate or evidence of stock shall be transferable at pleasure, in person or by attorney duly authorized, in the presence of the president or treasurer, in a book to be kept by the said corporation for that purpose, subject, however, to all payments due or to become due thereon, and the assignee holding any certificate transferred a aforesaid, shall be a member of said corporation, and for every cer ficate assigned to him as aforesaid, shall be entitled to a share or shares, as is therein mentioned, of the capital stock, of all the estates and emoluments of the corporation incident to the said share or shares, and to vote as aforesaid at the meetings thereof, and subject to all penalties and forfeitures, and of being sued for all the balance and penalty due or to become due on each share, as the original subscriber would have been. SECTION 8. That if after twenty days notice in the public papers aforesaid, of the time and place appointed for the payment of any proportion or installment of the said capital stock, in order to carry on the works of the said company, any stockholder shall neglect to pay such propertion or installment, at the place appointed, every such stock holder or his assignee shall, in addition to the installment so called for, pay at the rate of two per centum per month for the delay of such payment, and if the same and the additional penalty shall remain unpaid for such a space of time as that the accumulated penalty shall become equal to the sum or sums before paid in part and on account of such share or shares, the same shall become forfeited to the said company, and may be sold to any person or persons willing to purchase, for such price as can be obtained for the same; that in default of payment by any stockholder of any such installment as aforesaid, the said company may at their election cause suit to be brought before an alderman or justice of the peace, or in any court having competent jurisdiction, for the recovery of the same, together with the penalty aforesaid; that in case of the transfer or assignment of any such share or shares on which default has been made as aforesaid, the company may bring suit as aforesaid, either against the person who assigned or transferred the said share or shares, or the person to whom such transfer or assignment was made, for the recovery of any unpaid installment, together with the penalty aforesaid. 80 SECTION 9. that the managers shall declare dividends of so much of the net profit of the company as shall appear to them advisable, on the first Mondays in June and December in every year, which shall be paid to the stockholders or their legal representatives on demand, ten days after the same shall have been declared: Provided, That no dividend shall be declared or paid to the stockholders, when such payment would render the corporation insolvent or make its solvency doubt ful. SECTION 10. That the managers of this company are hereby autho rized and empowered, should the same be deemed necessary, to borrow any sum or sums of money in their corporate capacity, not exceeding ten thousand dollars, for the purpose of aiding them in the construction of their works, and to secure the payment of the same, shall execute a mortgage upon their works and real estate in favor of the person or persons who may have loaned the same, which mortgage shall be executed, signed and sealed with the seal of the corporation, by the president of the company, and delivered under the direction of the board of managers, agreeably to the term of the loan, and the said managers shall provide for the payment of the interest upon any loan made under this section out of the receipts for gas, before any dividends shall be paid to the stockholders. statement. SECTION 11. That in the month of December annually, the mana- Managers, to gers shall submit to the stockholders a written statement, under oaths make annual or affirmation of the president and treasurer, of the amount of capital stock paid in, and the amount of all existing debts against the company, which statement shall show also how the money paid in by the stockbholders upon their shares has been appropriated, and the receipts and expenditures for each year, up to the time of making the said statement, and in short, shall be a full and satisfactory exhibit of the financial condition of the corporation. SECTION 12. That the company shall have power and authority, and Power to erect is hereby empowered and authorized to erect gas posts or lamps, burners gas posts, &c. and reflectors, to dig such trenches in and along and across the public streets, lanes, alleys and side-walks in the borough of Manayunk and vicinity, for the purpose of laying their pipes for the distribution of gas, as the company may deem necessary, and may enter into such lands and enclosures as may be necessary, and dig trenches through and across them for the same purpose, doing as little damage as possible to Damages. private property, and paying for whatever injury may be done by them, and if the parties cannot agree on the amount of damages, the same shall be assessed by three disinterested men, on oath, to be appointed by the court of common pleas of Philadelphia county, on the applica-. tion of either party, and the said company shall have the like privileges as to the re-laying or taking up or repairing the said pipes, as often as the same may be necessary: Provided, That the said company shall Proviso. fill up said trenches and restore the said streets, lanes, alleys and sidewalks, and the private property, as aforesaid, to as good a condition as they were respectively in before the said trenches were dug, at the proper cost and expense of the said company. SECTION 13. That if any person or persons shall open a communica- Penalty for intion into the street gas main or other gas pipe of the said company, jury to gas without authority from the proper officer of the said company, or shall pipes, &c. let on the gas after it has been stopped by order of the said officer, for repairs or any other cause or purpose, or shall put up any pipes or burners in addition to the pipes or burners originally put up and inspected, and introduce the gas into them without authority, as aforesaid, he, she or they shall be subject to a penalty of not less than ten nor more than fifty dollars for each and every such offence, to be recovered as debts of a like amount are recoverable in law, one-half to be paid to the informer and the other half, to the said company. SECTION 14. That if any person shall willfully do or cause to be Injuries to done any act or acts whatever, whereby any building, construction, or works, how works of said company, or any gas pipe, gas post, or lamp, burner or punished. reflector, or any matter or thing appertaining to the same, shall be stopped, obstructed, injured or destroyed, the person or persons so offending shall be guilty of a misdemeanor, and being thereof indicted and convicted in the court of quarter sessions, shall be punished by Proviso. Secretary and treasurer. When to be completed. fine not exceeding one hundred dollars, or imprisonment not ereding one year, or both, at the discretion of the court: Provided, That such criminal prosecution shall not in anywise impair the right of tion for damages by a civil suit, hereby authorized to be brought for any such injury as aforesaid, by and in the name of the said cor poration, in any court in this State having cognizance of the same. SECTION 15. That the managers shall annually elect a secretary and treasurer, the latter of whom shall be a stockholder of the company; said treasurer shall give a bond to the said corporation, with sufficient sureties, to the satisfaction of the managers of said company, condi tioned for the faithful performance of the duties of his office, for just account of all moneys that may come into his hands by virtue thereof, and for the delivery to his successor in office of all books, papers, documents, moneys and other things held in right of his office. SECTION 16. That if the said company shall not carry into operation the objects of their charter within three years from the passage of this act, then the said charter shall become null and void. APPROVED-The twentieth day of April, one thousand eight hundred and fifty-three. WM. BIGLER. Borrow money. No. 355. AN ACT Relative to the Meadville, Allegheny and Brokenstraw Plank Road company. be SECTION 1. Be it enacted by the Senate and House of Represen tatives of the Commonwealth of Pennsylvania in General Assembly met, and it is hereby enacted by the authority of the same, That the Meadville, Allegheny and Brokenstraw Plank Road company and are hereby authorized and empowered, for the purpose of the construction of said road, or for the payment of debts already contracted for the building and constructing the same, to borrow such sum or sums of money, not exceeding eight thousand dollars, as may by the managers be deemed advisable for the interest of said company, and that said company shall have power to issue and sell its own corporate bonds, for sums not less than one hundred dollars, bearing interest at the rate of six per cent. per annum, and to mortgage, or in any other way to create a lien in favor of any person or persons, to secure the pay. ment of said bonds. |