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may annul or repeal any incorporation formed or created under this act; but such amendment or repeal shall not, nor shall the dissolution of any such company, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which shall have been previously incurred.
SEC. 20. Any corporation or company heretofore formed, either by special act or under the general law, and now existing for any manufacturing, mining, mechanical, or chemical purposes, or any company which may be formed under this act, may increase or diminish its capital stock by complying with the provisions of this act, in any amount which may be deemed sufficient and proper for the purposes of the corporation, and may also extend its business to any other manufacturing, mining, mechanical, or chemical business, subject to the provisions and liabilities of this act. But, before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the amount of capital to which it is proposed to be reduced, such amount of debts and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital; and any existing company, heretofore formed under the general law, or any special act, may come under and avail itself of the privi leges and provisions of this act, by complying with the following provisions; and thereupon such company, its officers and stockholders, shall be subject to all the restrictions, duties, and liabilities of this act.
SEC. 21. Whenever any company shall desire to call a meeting of the stockholders, for the purpose of availing itself of the privileges and provisions of this act, or for increasing or diminishing the amount of its capital stock, or for extending or changing its business, it shall be the duty of the trustees to publish a notice, signed by at least a majority of them, in a newspaper in the county, if any shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the post office, addressed to each stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting; specifying the object of the meeting, the time and place, when and where such meeting shall be held, and the amount to which it shall be extended or changed; and a vote of at least two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of its capital stock, or the extension or change of its business, as aforesaid, or to enable a company to avail itself of the provisions of this act.
SEC. 22. If, at any time and place specified in the notice provided for in the preceding section of this act, stockholders shall appear in person or by proxy, in number representing not less than two-thirds of all the shares of stock of the corporation, they shall organize by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present, in person or by proxy; and if, on canvassing the votes, it shall appear that a sufficient number of votes has been given in favor of increasing or dimin ishing the amount of capital, or of extending or changing its business, as aforesaid,
or for availing itself of the privileges and provisions of this act, a certificate of the proceedings, showing a compliance with the provisions of this act, the amount of capital actually paid in, the business to which it is extended or changed, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed and verified by the affidavit of the chairman, and be countersigned by the secretary; and such certificate shall be acknowledged by the chairman, and filed as required by the first section of this act, and when so filed, the capital stock of such corporation shall be increased or diminished, to the amount specified in such certificate, and the business extended or changed as aforesaid, and the company shall be entitled to the privileges and provisions, and be subject to the liabilities of this act, as the case may be.
SEC. 23. If the indebtedness of any such company shall at any time exceed the amount of its capital stock, the trustees of such company assenting thereto shall be personally and individually liable for such excess, to the creditors of such company.
SEC. 24. No stockholder shall be personally liable for the payment of any debt contracted by any company formed under this act, which is not to be paid within one year from the time the debt is contracted, nor unless a suit for the collection of such debt shall be brought against such company, within one year after the debt shall become due; and no suit shall be brought against any stockholder who shall cease to be a stockholder in any such company, for any debt so contracted, unless the same shall be commenced within two years from the time he shall have ceased to be a stockholder in such company, nor until an execution against the company shall have been returned unsatisfied, in whole or in part.
SEC. 25. It shall be the duty of the trustees of every such corporation or company, to cause a book to be kept by the treasurer or clerk thereof, containing the names of all persons, alphabetically arranged, who are or shall, within six years, have been stockholders of such company, and showing their places of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares, and the amount of stock actually paid in; which book shall, during the usual business hours of the day, on every day, except Sunday and the fourth day of July, be open for the inspection of stockholders and creditors of the company, and their personal representatives, at the office or principal place of business of such company, in the county where iis business operations shall be located; and any and every such stockholder, creditor, or representative, shall have a right to make extracts from such book; and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it shall be transferred liable for the debts of the company, according to the provisions of this act, until it shall have been entered therein, as required by this section, by an entry showing to and from whom transferred. Such book shall be presumptive evidence of the facts therein stated, in favor of
the plaintiff, in any suit or proceeding against such company, or against any one or more stockholders. Every officer or agent of any such company, who shall neglect to make any proper entry in such book, or shall refuse or neglect to exhibit the same, or allow the same to be inspected, and extracts to be taken therefrom, as provided by this section, shall be deemed guilty of a misdemeanor, and the company shall forfeit and pay to the party injured, a penalty of fifty dollars for every such neglect or refusal, and all the damages resulting therefrom: And every company that shall neglect to keep such book open for inspection, as aforesaid, shall forfeit to the people the sum of fifty dollars for every day it shall so neglect, to be sued for and recovered, in the name of the people, by the district attorney of the county in which the business of such corporation shall be located; and when so recovered, the amount shall be paid into the treasury of such county for the use thereof.
SEC. 26. Every corporation created under this act shall possess the general powers and privileges, and be subject to the liabilities and restrictions contained in title third, of chapter eighteen, of the first part of the Revised Statutes. SEC. 27. This act shall take effect immediately.
A similar law with some modifications, would be calculated to encourage the introduction and growth of many branches of employment which are at present neglected by capitalists and cannot be undertaken by individual enterprise without their aid. Manufacturing capital has rarely ever been known to emigrate from one country to another. So large a portion of this is invested in fixtures that when once located it cannot be removed without great loss, and from this and other causes every country must of necessity furnish the capital for building up its own manufactories; and it is our true policy in the beginning, to interest as many individuals as possible, for the purpose of enlisting the moral and political strength of the community in their favor. Under such a law many associations might be established and important branches of business carried into successful operation with the use of but very little money. One individual may possess skill, another, raw material, and a third money, and the first two as well as the last may become stockholders, and even the common laborer may come in for a share. But we perceive no reason why mechanics, artists, and laborers may not be authorized to associate under such a law for the purpose of prosecuting branches of business where but little money is required, and where the dividends depend entirely upon the products of their own labor. We admit that there may be practical objections to such associations, but we see no solid reason why such privileges should not be granted, nor do we perceive any reason why such a law might
not embrace macadamized and plank roads, or the building of bridges under the direction of the county court of the respective counties.
We are aware that owing to the abuse of the privileges granted to money corporations, that for many years past, great prejudices have existed against all chartered privileges; but a general law, granting the same privilege to all who choose to avail themselves of its benefits, having for its object the encouragement of industry, the building up of manufactures, and the development of the resources of the State, is liable to none of the objections which exist against money corporations.
ART. IL-PATENT OFFICE REPORT.
THE annual reports of the commissioner of patents, are classed with the public documents, and, going forth to the world, under the sanction of Congress, are generally regarded as the highest authority on all subjects coming properly within the range of his department. And hence these documents should be prepared with the utmost care, and with strict regard to the truth and accuracy of all the facts which they contain, otherwise they are calculated not only to mislead the present age, but to transmit error to future generations. The statesman, the philosopher, and the divine, all look to history for facts, and borrow light from the past to guide them in their present pursuits; but, if the facts from which they draw deductions have not been accurately observed, or faithfully reported, their conclusions must be wrong, and instead of teaching wisdom, history becomes the propogator of error.
It is, therefore, the first duty of those who undertake to collect facts, and to arrange and preserve them for future use, to examine them with the utmost care, lest they incur the fearful responsibility of becoming false teachers to those who live after them.
The present commissioner of patents does not seem to have considered his duties in so serious a light; or we think he would have been more careful in the collection of facts, as well as in the arrangement of his tables. As journalists, we esteem it our highest duty to place the facts of the day in their true light, for the benefit of the future, as well as the present. It is not our purpose to depreciate the labors of the commissioner of patents-his report contains much that is useful to be known; and when we take into consideration the fact that the collection and arrangement of statistics constitutes only a part of his duties, the work may be regarded as being as respectable as could be expected in such circumstances- and it may be safely affirmed, that full justice cannot be done in this department, until Congress shall provide for a separate bureau of statistics, than which,
nothing, in our estimatiion, would tend more to the dissemination of a correct knowledge of the resources of the country.
Without such knowledge, legislation can be distinguished by no better title than that of impericism, and is quite as liable to produce harm as benefit to the people.
At page 558 the author gives a “table exhibiting an estimate of the value of the products of labor and capital in the United States for the year 1847" and the items arranged under the head of "agricultural products," according to his estimates, amount to the sum of $838,163,928. Now, it may be observed that there is no one fact within the range of political economy, which is so important to be known with some tolerable degree of accuracy, as the value of the agricultural products; for, without this knowledge, neither the agriculturist, the merchant, the manufacturer, nor legislator, can pursue their respective vocations, without being continually liable to disappointment in their calculations. Nor can succeeding ages profit by our history.
The first item under this head is the wheat crop, which is set down at 114,245,500 bushels, and estimated at $1 20 per bushel, making the sum of $137,094,600. Now, we think it may be assumed as an undeniable proposition, that the price of an article at the place where it is consumed, must be considered as its utmost value; and hence, in estimating the value of a crop of wheat, we should not take the price at New York or London as a standard, but ascertain its value at the various points where it is consumed, including the consumption at the farm where it is produced, with that consumed at the most remote places. This will give the true value of the wheat; but, if we desire to ascertain its value to the agriculturalists who grow it, we must deduct freights, and other charges incurred in sending it to a market; for the difference between the value at the farm and the value in a distant market, is not an agricultural product, but the result of capital and labor, used as agents of transportation and exchange. We have not the quotations at hand for the prices of wheat for last year; but, by making ar average of the highest and lowest prices, at different periods of the present year, we find the average price at New York to be $1 27 per bushel, and $1 161 at Baltimore, making the average of these two places about $1 22. The commissioner of patents has set down the cost of transportation from Buffalo to Albany at 21 cents per bushel, and if we add three cents for freight and other charges, from Albany to New York, this will make the freight, &c., from Buffalo to New York, 24 cents, leaving 98 cents per bushel as the value at Buffalo,
The cost of freights from Pittsburgh to Philadelphia, is set down at 30 to 33 cents; say it is 31 cents per bushel, and this will leave the value 90 cents at Pittsburgh. Now, if we take into consideration the cost of transportng wheat