No. 43. u Act To incorporate the Plymouth Rail Road Company. 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 Samuel Maulsby, Dr. Joseph Leedom, Thomas Livesey, Josiah Albertson, John Davis, Harman Yerkes, CommissionJacob Albertson, Aaron Lukens, John Friedley, Alan W.ers. Corson, Benjamin Albertson, and Daniel H. Mulvany, of the county of Montgomery, and Thomas S. Smith, of the city of Philadelphia, or any two of them, be, and they are hereby appointed commissioners, to do and perform the several things hereinafter mentioned; that is to say, they shall, on or before the first day of August next, procure three books, one of which shall be opened at the Exchange in the where books city of Philadelphia, and one at the public house of Walter shall be openW. Paxson, in the borough of Norristown, and one at the ed. public house of Benjamin Rezzer, ia the township of Plymouth, in each of which they shall enter as follows: "We, Form of subwhose names are hereunto subscribed, do promise to pay to scription. the president and managers of the Plymouth railroad company, the sum of fifty dollars for every share of stock set opposite our respective names, in such manner and proportion, and at such times as shall be determined by the president and managers of said company, in pursuance of an act of the General Assembly of this commonwealth, entitled An act to authorize the Governor to incorporate the Plymouth railroad company. Witness our hands, the day of ." one thousand eight hundred and thirtyAnd shall thereupon give notice in one newspaper printed in the county of Montgomery, and one newspaper printed in the city of Philadelphia, two weeks at least, of the time and places when and where the said books shall be kept open to receive subscriptions for the stock of said company, at which respective times and places, one or more of the commissioners shall attend, and permit all persons of lawful age who shall offer to subscribe in the said books, in their own names, or in the names of any other persons who shall authorize the same, for shares in the said stock; and the said books shall be kept open respectively for said purpose, at least six hours in every juridical day, for the space space of three days, or until there shall have been subscribed six hundred shares; Six hundred and if, at the expiration of three days, the books aforesaid shares. shall not have the number of shares aforesaid therein sub Proviso. scribed, the said commissioners may adjourn from time to time, and transfer the book or books elsewhere, until the whole number of six hundred shares shall be subscribed, of which adjournment and transfer, the commissioners aforesaid shall give such public notice as the occasion may require; and when the whole number of shares shall be subscribed, then the books shall be closed: Provided, That no person be permitted to subscribe for more than twenty shares the first day, after which any person may subscribe for any number of shares, until the whole stock shall be taken: 2nd Proviso. And provided also, That no subscription shall be valid, unless the person so subscribing shall pay to the said commissioners, at the time of making the same, the sum of five dollars on each and every share, for the use of the company. When char SECTION 2. When three hundred or more shares of said ter may issue stock shall be subscribed, and the sum of five dollars paid on each and every share, as aforesaid, the commissioners, or any five of them, shall certify to the Governor, under oath or affirmation, the names of the subscribers, and the number of shares subscribed by each, and the sum of five dollars paid on each share at the time of subscribing, whereupon the Governor shall, by letters patent, under his hand and seal of the commonwealth, erect and create the subscribers, and if the subscription be not full at the time, then also those who shall subscribe thereafter to the number of shares aforesaid, into a body politic and corporate, in deed and in law, Style & title. by the name, style, and title of "The Plymouth Railroad Company;" and by the same name the subscribers shall have Privileges &perpetual succession, with all the privileges, franchises and immunities incident to a corporation, and be able to sue and be sued, implead and be impleaded, in all courts of record, and elsewhere, and to purchase, receive, have, hold, and enjoy to them and their successors, lands, tenements, and hereditaments, goods, chatteis, and all estate, real, personal, and mixed, of what kind or quality soever; and the same from time to time to sell, exchange, mortgage, grant, alien, or otherwise dispose of, and to make dividends of such portions of the property as they may deem proper; and also to liabilities. 1 Seal. make and have a common seal, and the same to alter and renew at pleasure; and also to ordain, establish, and put in execution such by-laws, ordinances and regulations, as shall appear necessary and convenient for the government of said corporation, not being contrary to the constitution and laws of the United States and this commonwealth, and to own and place locomotive engines and cars on the said railroad, and transport persons, minerals, produce, and merchandise, and other articles, at and for such prices or compensation, 1 as shall be agreed upon by the said company, and such per sons, and the owners or such persons having in charge such SECTION 3. The said commissioners, or any six of them, shall, as soon as conveniently may be after the said letter patent shall be obtained, give at least twenty days' notice in the newspapers herein before mentioned, of the time and place by them appointed for the subscribers to meet, in order to organize the said company, to choose by a majority Election of of the votes of the said subscribers, by bailot, to be given in managers. person or by proxy, which proxy shall have been obtained and been dated within three months previously to the election at which such proxy shall be presented, duly authorized, six managers, all of whom shall be residents of this 6 Managers. commonwealth; and the said managers, together with the Managers president elected as is hereinafter prescribed, shall conduct and president the business of said company, until the second Monday in to conduct December then next, and until like officers shall be chosen, business. and make such by-laws, rules, orders, and regulations, as are not inconsistent with the constitution and laws of the United States, or of this state, as may be necessary for the well governing the affairs of the said company: Provided, Proviso. That no person but a stockholder shall be eligible to the office of president or inanager. SECTION 4. The stockholders shall meet on the second Monday of December in every year, at such places as may be fixed upon by the by-laws, of which notice shall be given, at least twenty days previous, in the newspapers before mentioned, and choose, by a majority of the votes present, Election of six managers for the ensuing year, as mentioned in the third managers. section of this act, who shall continue in office for one year, and until others are chosen, at which annual meeting they shall have full power and authority to make, alter or repeal, by a majority of the votes, in the manner aforesaid, all such by-laws, rules, orders and regulations, as aforesaid, and to do and perform every other corporate act; and the number Ratio of of votes to which each stockholder shall be entitled, shall be votes. according to the number of shares he or she shall hold, but no share shall confer a right of suffrage, which shall not have been holden three calendar months prior to the day of election, nor unless it be holden by the person in whose name it appears, absolutely and bona fide in his own right, or in that of his wife, or for his or her sole use and benefit, or as executor, administrator, trustee or guardian, or in the right, Proviso. or for the use and benefit of some co-partnership, corporation, or society of which he or she may be a member, and not in trust for and to the use and benefit of any other person. Provided, That no shares held by transfer, shall be entitled to vote, unless the same shall have been transferr d at least these months before the election, and all votes by proxies shall be on such terms and conditions as are prescribed by the act passed the twenty-eight day of March, one thousand eight hundred and twenty, entitled "An act 2d Proviso. regulating proxies." And provided also, That no share shall be entitled to vote at any election, or at any general or special meeting of the said company, on which any instalment or arrearage may have been due and payable more than thirty days previously to said election or meeting. Manner of SECTION 5. The election of managers provided for in the conducting third section of this act, shall be conducted as follows: that elections. is to say, the managers for the time being, shall appoint two of the stockholders, not being managers, to be judges of the said election, and conduct the same, after having severally taken and subscribed an oath or affirmation, before an alderman or justice of the peace, well and truly, and according to law, to conduct such election fairly, to the best of their knowledge and abilities; and the said judges shall decide upon the qualification of voters, and declare who has been elected; and if it shall at any time happen, that an election of managers shall not be made, the corporation for that cause Neglect not shall not be dissolved, but it shall be lawful to make and to dissolve. hold such election of managers, on any day thereafter, by giving at least ten days notice, signed by the president and secretary, in the newspapers before mentioned, of the time and place of holding said election, and the managers of the preceding year shall in that case continue to act, and be invested with all the powers belonging to their situation, until an clection shall take place in case of the death, resignaVacancies, tion, removal from the state, or ceasing to be a stockholder. of any manager, his place may be filled by the board of man agers until the next annual election, and the said managers shall have power and authority annually, within three months after the annual election of managers, as prescribed by the fourth section of this act: and whenever a vacancy shall happen, or at any other time, to elect a president, treasurer and secretary, who shall serve until others are elected. how filled. Meetings of managers. SECTION 6. The president and managers shall meet at such times and places as shall be found most convenient for the transacting of their business, and when met, four shall be a quorum, who, in the absence of the president, may For a quo- choose a chairman, and shall keep minutes of their transacRecord of tions, fairly entered in a book, and a quorum being formed, proceedings, they shall have full power and authority to appoint all sucha surveyors, engineers, superintendents and other artists and Powers, du officers, as they shall deem necessary to carry on the intend-ties, &c. ed work, and to fix their salaries and wages, to ascertain the times, manner and proportions in which the said stockholders shall pay the monies due on their respective shares, to draw orders on the treasurer for monies, which orders Orders on shall be signed by the president, or in his absence, by a ma-treasurer. jority of the managers, and countersigned by the secretary, and generally, to do all such other acts, matters and things as by this act, and by the by-laws and regulations of the company, they are authorized to do. SECTION 7. The president and managers first chosen, shall Certificates procure certificates or evidence of stock for all the shares of of stock. 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 corporation, to each person for such share or shares by him subscribed and held, which certificate or evidence of stock, shall be trans-Transferferrable at his pleasure, in person or by attorney, duly rable, how. authorized, in the presence of the president or treasurer, one of whom shall keep a book for that purpose, subject however, to all payments due, or to become due thereon, and the assignee holding any certificate, having first caused the assignment to be entered in a book of the company, to be kept for the transfer of stock, shall be a member of the said corporation, and for every certificate assigned to him as aforesaid, Rights of as shall be entitled to a share or shares, as is therein mentioned, eigneer. of the capital stocks, of all the estates and emoluments of the company incident for such 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 done. SECTION 8. If after thirty days notice in the public papers aforesaid, of the time and place appointed for the payment of any proportion or instalment of the said capital stock, in order to carry on the work, any stockholder shali neglect to pay such proportion or instalment, at the place appointed, Penalty on for the space of thirty days after the time so appointed, delay in pay every such stockholder or his assignees, shall, in addition to ing instalthe instalment so called for, pay at the rate of two per centum ments. per month for the delay of such payment, and if the same. and additional penalty shall remain unpaid for such space of time as that the accumulated penalty shall become equal to the sums before paid in part and account of such shares, the same shall be forfeited to the said company, and may be To amount sold to any person or persons willing to purchase, for suchte forfeiture, price as can be obtained for the same; or in default of payment by any stockholder of any such instalment as afore |