Proviso.

Lawrence county, on warrants drawn by the commissioners of Bear and Mercer counties, respectively, on the treasurers thereof.

Officers conduct- SECTION 67. It shall be the duty of the officers who may hold an ing elections, du- conduct the next general election in those townships, only a part ties of. which may be within the county of Lawrence, to provide separa boxes, and deposit therein the votes which may be given at said ele tion for officers for said county of Lawrence, make separate lists voters, tally list, et cetera, and make out certificates as directed by general election laws of this commonwealth; and it shall be the duty one of the inspectors of elections within the townships respectively the whole or any part of which may be within the county of Lawrens to take charge of said certificates, do and perform all and singular t duties enjoined upon judges of elections by the seventy-fourth. seventy sixth, seventy-seventh, seventy-eighth and seventy-ninth sections said act of second July, one thousand eight hundred and thirty-rine Provided, That said inspectors shall meet at the town hall, in the bo ough of New Castle, in said county of Lawrence: Provided fu ther, That the persons who may have the highest number of votes the office of commissioner and auditor respectively, shall serve thr years, the second highest two years, and the third highest one year. SECTION 68. It shall be the duty of the governor of this commo ized to appoint wealth, on or before the first day of July next, to appoint and comm and commission a sion some competent person, prothonotary of the court of common pl prothonotary, &c. of Lawrence county, who shall be a citizen thereof, and who shall t and subscribe the oath of office, give bond with surety, do and perion the duties, be subject to the same penalties, and be entitled to recov the same fees as similar officers are under existing laws, and shall ke his office in the borough of New Castle, and continue in office unti successor shall be elected and qualified.

Governor author

Commissioners of Lawrence county authorized to

borrow money,

&c.

Suits respecting real estate situate in Lawrence county, to be transferred to

SECTION 69. That the commissioners of the county of Lawrence. and they are hereby authorized to borrow on the credit of said coun: any sum of money not exceeding twenty thousand dollars, at a rate interest not exceeding six per cent. per annum, for the purpose of defra ing the expenses of erecting a court house, jail and offices for the s keeping of the county records for said county; and they are here authorized to secure the payment of the same at such time or times may be agreed upon by bond, under the hands of the commissione and seal of the county.

SECTION 70. That in addition to the suits and cases mentioned in fourth section of the act, entitled "An Act erecting parts of Beaver Mercer counties into a separate county, to be called Lawrence," suits and cases respecting real estate situated in said county of Lawren shall be transferred to said county as directed in said fourth section; = said county, &c. the time fixed by said section for the delivery of dockets, declarat and other papers to the prothonotary of the county of Lawrence, hereby extended to the first day of October next, at which time s dockets and other papers shall be delivered to the prothonotary of La rence county.

County buildings.

Repeal.

SECTION 71. It shall be the duty of the commissioners first electe the county of Lawrence, to proceed to the erection of county buildings soon as they or a majority of them shall deem expedient, and said ings shall be erected upon the lot or lots of ground which may be seler for the purpose, in pursuance of the provisions of this act.

SECTION 72. That so much of the act, entitled "An Act erec parts of Beaver and Mercer counties, into a separate county, called Lawrence," as are inconsistent with the provisions containe

the sections of this act relating to said county, be and the same is hereby repealed.

WILLIAM F. PACKER,

Speaker of the House of Representatives.

APPROVED-The fifth day of April, one thousand eight hundred and forty-nine.

WM. F. JOHNSTON.

No. 368.

AN ACT

To encourage manufacturing operations in this commonwealth.

Capital stock.

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 at any time hereafter when any five or more persons may desire to form a company under the provisions of this act, for the purpose of carrying on the manufacture of woolen, cotton, flax or silk goods, or Object. of iron, paper, lumber or salt, in this commonwealth, and shall have subscribed as capital stock for that purpose, a sum not less than twenty thousand dollars, in such shares as they may have agreed upon, not less than fifty dollars a share, and actually paid in to such persons as they may have appointed to receive the same, the one-fourth part of the capital stock so subscribed, it shall and may be lawful for them to sign and acknowledge, before some officer competent to take acknowledgment of deeds, a certificate in writing, in which shall be stated the cor- Corporate name. porate name of said company, and the objects for which it has been formed, the amount of its capital stock subscribed, the amount actually paid in and to whom paid, the number and value of the shares into which said stock has been divided, the residence of the subscribers, and the number of shares subscribed by each, the name of the county in which the chief operations of the company are to be carried on, the term of years for which the association is to continue, and the number and names of the directors who shall manage the affairs of said company until the next annual election; the said certificate shall be recorded in the office for the recording of deeds, in the county in which the business of the company is to be carried on as aforesaid, in a suitable book to be kept for that purpose; and a copy of said certificate, duly Certificates of certified by the recorder of said county, under his seal of office, shall name, object, &c. be filed in the office of the secretary of the commonwealth, and the of secretary of the said secretary upon the receipt of the said certified copy, shall enter commonwealth. thereon and upon the original certificate to be retained by the company, the day and date of the filing of the same, and shall moreover cause a

to be filed in office

One per centum upon capital

stock, to be paid

the commonwealth.

Incorporate.

Directors number

true copy of said certificate to be recorded at length in a suitable boca to be kept in his office for that purpose.

SECTION 2. For every such certificate so filed in the office of the secretary of the commonwealth, the parties filing the same, shall Pay to the secretary for the use of the commonwealth, one-half of one per centum upon the capital stock of said company, payable in five annua instalments, the first whereof shall be paid in one year from the time o filing said certificate.

SECTION 3. When the certificate shall have been recorded and filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall, for the term agreed upon, not exceed ing twenty years from the filing of such certificate in the office of the secretary of the commonwealth as aforesaid, be a body politic and eo: porate in fact and in law, by the name stated in such certificate, and that name have succession, and be capable of suing and being sued; and shall by their corporate name be capable in law of purchasing, holding and conveying any real or personal estate whatever, necessary or con venient to enable the said company to carry on the business or opera tions named in such certificate, not exceeding two thousand acres.

SECTION 4. The stock, property and affairs of said company shall be and election of. managed by not less than five nor more than thirteen directors, a majority of whom in all cases shall be citizens of this state, who shall respectively be stockholders therein, and who shall, except as provided in the firs section of this act, be elected at a general meeting of the stockholders to be held at such time and place annually as shall be directed by the by-laws of the company, of which time and place public notice shall be given for at least two successive weeks next preceding said genera meeting and election, in at least two newspapers printed in the county where the operations of the company shall be carried on, if so many are printed therein, and if so many are not printed therein, then in papers having circulation in said county, printed in an adjoining county; ar the election shall be made by such of the stockholders as shall attend Election to be by either in person or by proxy: All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares o stock in said company, but no person shall in any case be entit to more than one-third of the whole number of votes to which the hold ers of all the shares in the capital stock of such company would b entitled; no stockholder, females excepted, residing within ten mile of the place appointed for such general meeting or election, shall vot by proxy, nor shall any person vote as proxy for more than tw absent stockholders; the persons receiving the greatest number of vote at any such election shall be directors, and when any vacancy shall ha pen among the said directors by death, resignation, removal from the state, or otherwise, it shall be filled for the remainder of the year, such manner as may be provided by the by-laws.

ballot.

Votes.

In case of no election on the

day designated, the company not to be dissolved.

Officers.

SECTION 5. In case it shall happen at any time that an election o directors shall not be made on the day designated by the by-laws, company for that reason shall not be dissolved, but it shall be lawful ca any other day within the next succeeding sixty days to hold an electos for directors, in such manner as shall be provided by said by-laws, 2 all acts of the directors in office at the time of such omission to ele shall be valid and binding upon the company until their successors t elected.

SECTION 6. There shall be a president of the company, who shall designated from the directors of the company, and shall be elected chosen in such manner as shall be provided by the by-laws, and there shall also be a treasurer and secretary not of the number of directors.

> shall in the first instance be appointed by the directors, to serve il the next annual election, at which election, and annually thereafter, y shall be elected by the stockholders, in such manner as shall be vided by the by-laws, and shall hold their offices respectively during pleasure of the stockholders, but may be removed for cause, to be gned in writing by the directors and entered on the minutes of their ceedings, and any vacancy in the office of treasurer or secretary Il be filled by the directors until an election shall be had by the kholders; the persons appointed to receive the amount paid in on stock subscribed, as provided in the first section of this act, shall * over the amount so received to the treasurer, or to such other person the directors may designate, and the said treasurer before he enters on the duties, shall execute a bond, with such securities as may be med proper by the directors, conditioned for the faithful discharge his duties, and to account for all moneys, books, papers and effects may receive as such treasurer, which bond shall be renewed annually: ovided, That nothing herein contained shall prevent the offices of asurer and secretary being filled by the same individual, if the coinny may so desire it.

SECTION 7. The capital stock of the said company shall be called in Capital stock, d paid in money at such times and in such proportions or instalments when paid and the directors may require, of which public notice shall be given for how forfeited. least two successive weeks next preceding the time or times appointed that purpose, in the newspapers hereinbefore designated; and if any >ckholder shall neglect to pay such proportion or instalment, or any rt thereof, at the time or times appointed, he, she or they shall be ble to pay in addition to the amount so called for and unpaid, at the te of one per cent. per month for the delay of such payment; and if e same and the additional penalty, or any part thereof, shall remain paid for the period of two months, he, she or they shall, at the disetion of the directors, forfeit to the use of the company all right, title ad interest in and to every and all share or shares on account of which ich default in payment may have been made, or the directors may at eir option cause suit to be brought for the recovery of the amount due, gether with the penalty of one per cent. per month as aforesaid; in he event of a forfeiture as aforesaid, the share or shares so forfeited may e disposed of at the discretion of the directors, in such manner as may e prescribed by the by-laws; no stockholder shall be entitled to vote t any election, or at any general or special meeting of the stockholders, n whose share or shares any instalment or arrearages may be due and npaid for the period of thirty days.

Quorum.

ers of.

SECTION 8. The directors of such company, a majority of whom hall form a quorum for the transaction of business, shall keep minutes f their votes and proceedings in a suitable book to be kept for that pur- Directors, powose; they shall have power to make such by-laws as they shall deem roper for the management and disposition of the stock and business ffairs of the company, subject however to the revision and approval of he stockholders, and not inconsistent with the laws of this commonwealth, and providing for the appointment and prescribing the duties of all officers, agents, factors, artificers, and other persons that may be employed, and for carrying on all kinds of business within the objects nd purposes of such company; but it shall not be lawful for any such company to use any part of its capital stock or other funds for any bankng purposes whatever, nor in the purchase of any stock in any other corporation, nor shall the company make loans to any stockholder or officer of said company, or to any one, on security of its own stock.

Stock to be deem

SECTION 9. The stock of such company shall be deemed personal ed personal estate, estate, and shall be transferable in a suitable book to be kept by the

and shall be transferable.

Proviso.

Certificate stating amount of capital paid in to be

recorded.

Statement of capital stock to be published.

In case of dissolution of com

pany, debts due operatives and laborers to be first

paid.

Statement of

affairs to be laid before annual

company for that purpose, in person or by attorney duly authorized, presence of the president or treasurer; but no share or shares shall be transferable until all arrears or previous calls thereon shall have been fully paid in, or the said shares shall have been declared forfeited for the non-payment of the calls thereon in the manner hereinbefore provided: Provided, That no such company shall commence operations until fifty per cent. of the stock subscribed shall be paid: All the stockholders in any company incorporated under the provisions of this act, shall be jointly and severally liable in their individual capacities for all debts and contracts made by such company, to the amount remaining unpaid on the shares of stock by them respectively held, until the whole amount of the capital stock as fixed and limited by the said company as in th`s act provided, shall have been paid in, and a certificate thereof shall have been made and recorded, as prescribed in the following section.

SECTION 10. The president and directors, with the treasurer an secretary of every company incorporated under the provisions of this act, within thirty days after the payment of the last instalment on the first half of the amount of capital stock as fixed and limited by the company, and of each subsequent instalment, shall make a certificate, stating the amount of the capital so paid in, which certificate shall be signed by said president, treasurer, secretary, and a majority of the directors, and verified by the oath or affirmation of said president and treasurer; and they shall within the said thirty days, cause the said certificate to be recorded in the office for recording deeds in the county where the chief business of the company shall be carried on as aforesaid.

SECTION 11. Every such company incorporated as aforesaid, shail publish, for two successive weeks in the month of December, annually, in the newspapers before mentioned, a notice or statement showing the amount of its capital stock subscribed, the amount thereof actually paid in, and the amount of its debts, as they severally existed on the last day of November, immediately preceding, which notice or statement shall be signed by the president, treasurer and secretary, under oath or affirmation.

SECTION 12. In case of the dissolution, failure or insolvency of any company, incorporated under the provisions of this act, all debts due or owing to operatives or laborers for services performed for such company for any period, shall first be provided for, and paid out of the effects or assets of said company.

SECTION 13. At each and every annual meeting of the stockholders of any company to be held as hereinbefore provided, the president and directors for the year preceding, shall lay before them a full and com meeting of stock-plete statement of the affairs of the company for the twelve months holders. immediately preceding, exhibiting under the various appropriate heads, the amount of money received, and from what sources, the amount disbursed, and for what purposes, the amount of the debts of the company, and the balance remaining with the company.

Dividends.

SECTION 14. Dividends of so much of the profits of any such com pany, as shall appear advisable to the directors, shall be declared in the months of June and December annually, and paid to the stockholders, or their legal representatives, at any time after the expiration of days from the time of declaring the same; but the said dividends shall in no case exceed the amount of the net profits actually acquired by th company, so that the capital stock shall never be impaired thereby, and if any dividend shall be declared and paid, which shall impair the capi tal stock of said company, the directors consenting thereto, shall