!

and the said acknowledgment shall be certified in the same manner as the acknowledgment of deeds are now certified.

SECTION 6. The certificate so acknowledged and certified, Certificate to shall be recorded and filed in the office of the recorder of be recorded, deeds of the proper county, in which the principal place of and where. business of the partnership shall be situated, and shall also

be recorded by him at large, in a book to be kept for that purpose open to public inspection: If the partnership shall have places of business situated in different counties, a transcript of the certificate and of the acknowledgment thereof, duly certified by the recorder in whose office it shall be filed, and under his official seal, shall be filed and recorded in like manner in the office of the recorder of every such county.

SECTION 7. At the time of filing the original certificate, with the evidence of the acknowledgment thereof, as before Affidavit of directed, an affidavit of one or more of the general partners general part- shall also be filed in the same office, stating the sums speci

ners.

Liability in
case of false
statement,

Terms of
partnership

lished.

fied in the certificate to have been contributed by each of the special partners to the common stock, and to have been actually, and in good faith, paid in cash.

SECTION 8. No such partnership shall be deemed to have been formed until a certificate shall have been made, acknowledged and filed, and recorded, nor until an affidavit shall have been filed as above directed; and if any false statement be made in such certificate or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof, as general partners.

SECTION 9. The partners shall publish the terms of the to be pub partnership, when registered, for at least six weeks immediately after such registry, in two newspapers, to be designated by the recorder of deeds of the county in which such registry shall be made, and to be published in the county or counties in which their business shall be carried on; and if such publication be not made, the partnership shall be deemed general.

Affidavits.

SECTION 10. Affidavits of the publication of such notice by the printers of the newspapers in which the same shall be published, may be filed with the recorder, directing the same, and shall be evidence of the facts therein contained. Renewal of SECTION 11. Every renewal or continuance of such partpartnerships. nership beyond the time originally fixed for its duration,

shall be certified, acknowledged and recorded, and an affidavit of a general partner be made and filed, and notice be given in the manner herein required for its original formation, and every such partnership which shall be otherwise renewed or continued, shall be deemed a general partners ship.

i

SECTION 12. Every alteration which shall be made in the Alterations names of the partners, in the nature of the business, or in the of partnercapital or shares thereof, or in any other matter specified in ships. the original certificate, shall be deemed a dissolution of the partnership, and every such partnership which shall in any manner be carried on after any such alteration shall have been made, shall be deemed a general partnership, unless renewed as a special partnership, according to the provisions of the last section.

SECTION 15. The business of the partnership shall be conducted under a firm, in which the names of the general partners only shall be inserted, without the addition of the word "Company," or any other general term, and if the name of Company. any special partner shall be used in such firm, with his privity, he shall be deemed a general partner.

SECTION 14. Suits in relation to the business of the part-Suits. nership may be brought and conducted by and against the general partners, in the same manner as if there were no special partners.

SECTION 15. No part of the sum which any special part- Liability for ner shall have contributed to the capital stock, shall be lia-debts. ble for any debts previously contracted by the general partners, nor shall any part of such sum be withdrawn by him, or paid or transferred to him in the shape of dividends, profits, or otherwise, at any time during the continuance of the partnership; but any partner may annually receive lawful Interest and interest on the sum so contributed by him, if the payment of profits. such interest shall not reduce the original amount of such capital, and if after the payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits.

SECTION 16. If it shall appear that by the payment of Original capinterest or profits to any special partner, the original capital ital not to be has been reduced, the partner receiving the same shall be impaired. bound to restore the amount necessary to make good his

share of capital, with interest.

SECTION 17. A special partner may, from time to time, A special examine into the state and progress of the partnership con-partner may cerns, and may advise as to their management, but he shall examine inte not transact any business on account of the partnership, nor the concerns, be employed for that purpose as agent, attorney or otherwise; if he shall interfere contrary to these provisions, he shall be deemed a general partner.

& c.

SECTION 18. The general partners shall be liable to ac-Liability of count to each other and to the special partners, for the general partmanagement of their concern, both in law and equity, as ners, other partners now are by law.

Fraud.

Sale, assign

ment or

SECTION 19. Every partner who shall be guilty of any fraud in the affairs of the partnership, shall be liable civilly to the party injured, to the extent of his damage.

SECTION 20. Every sale, assignment, or transfer of any of the property or effects of such partnership, made by such transfer, when insol- partnership when insolvent, or in contemplation of insolvenvent, void. cy, or after or in contemplation of the insolvency of any partner, with the intent of giving a preference to any creditor Judgment & of such partnership or insolvent partner over other creditors lien also void of such partnership, and every judgment confessed, lien created, or security given by any such partner under the like circumstances and with the like intent, shall be void as against the creditors of the partnership.

Sal e, assign- SECTION 21. Every such sale, assignment, or transfer of ment, &c. as any of the property or effects of the general or special partto creditors. ner, made by such general or special partner when insol

vent, or in contemplation of insolvency, or after or in contemplation of the insolvency of the partnership, with the intent of giving to any creditor of his own or of the partnership a preference over creditors of the partnership, and every judgment confessed, lien created, or security given by any such partner under the like circumstances and with the like intent, shali be void as against the creditors of the partnership.

SECTION 22. Every special partner who shall violate any Liability. provision of the two last preceding sections, or who shall concur in or assent to any such violation by the partnership, or by any individual partner, shall be liable as a general partner.

Rights of creditors.

Dissolution.

SECTION 25. In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor, until the claims of all the other creditors of the partnership shall be satisfied. SECTION 24. No dissolution of such partnership by the acts of the parties, shall take place previous to the time specified in the certificate of its formation, or in the certificate of its renewal, until a notice of such dissolution shall have been filed and recorded in the recorder's office in which the original certificate was recorded, and published once in each week for four weeks, in a newspaper printed in each of the counties where the partnership may have places of business. NER MIDDLESWARTH, Speaker of the House of Representatives. THOMAS S. CUNNINGHAM,

Speaker of the Senate.

APPROVED-The twenty-first day of March, A. D. eighteen

hundred and thirty-six.

JOS: RITNER.

No. 52.

u Act

To incorporate the Wrightsville and Gettysburg Railroad 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 Thomas C. Miller, James A. Thomson, Thaddeus Stephens, James Wilson, William McClellan, Thomas S. Cooper, John F. McFarlane, John B. McPher- Commissionson, Samuel Fahnestock, James McSherry, David Middlecoff, ers appointed George Himes, George Ickes, Joseph Carl, William Hildebrand, Joseph Miller, Abraham Picking, G. L. Fauss, R. M. Hutcheson, Jacob Dellone and William Albright of Adams county, L. H. Skinner, Henry Wirt, John Kauffelt and Henry Feuthy of York county, William Wright and William McPherson of Lancaster county, William D. Lewis, Jesse R. Burden, John Gest, J. B. Mitchell of Philadelphia, Samuel McClellan, Jacob Albert and James H. Miller of Baltimore, or any five of them, are hereby appointed commissioners to do and perform the several things hereinafter To procure mentioned: that is to say, they shall procure a suitable books. number of books, and in each of them enter as follows: "We Form of sub. whose names are hereunto subscribed, do promise to pay to scription. the president and managers of the Wrightsville and Gettysburg railroad company, the sum of fifty dollars for every $50, price of share of stock set opposite to our respective names, in such each share. manner and proportions, and at such times, as shall be determined by the president and managers of the said company, in pursuance of an act of the general assembly of this commonwealth, entitled An act to incorporate the Wrightsville and Gettysburg railroad company; Witness our hands this day of in the year of our Lord one thousand eight hundred and ." And shall thereupon give notice, in Notice. two newspapers printed in the county of Adams and York, and cities of Philadelphia and Baltimore, for twenty days at least, of the time and places when and where the said books shall be kept open to receive subscriptions for the stock of the said company, at which respective times and places, one or more of the commissioners shall attend, and permit all Who may persons of lawful age who shall offer to subscribe in the said subscribe. books, in their own names or in the names of any other persons who shall authorize the same, for shares in said stock, and the said books shall be kept open respectively for the Books to be said purpose, at least six hours in each judicial day, for the kept open. space of three days, or until there shall have been subscribęd

Whole num. ten thousand shares; and if at the expiration of three days ber of shares, the book or books aforesaid shall not have the number of 10,000. shares aforesaid therein subscribed, the said commissioners may adjourn from time to time, and transfer the book or books elsewhere, until the whole number of ten thousand 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 have been subscribed, then the books shall be closed.

SECTION 2. When two thousand shares or more of the stock shall have been subscribed, and the sum of five dollars paid on each and every share, the commissioners, or a majority of them, may certify to the Governor, under their hands and seals, the names of the subscribers, and the num

ber of shares subscribed by each, and the sums paid thereon, When letters whereupon, the Governor shall, by letters patent, under his patent shall hand and the seal of the commonwealth, create and erect the

issue.

and title.

Powers.

subscribers, and if the subscription be not full at the time, then also those who shall thereafter subscribe to the number of shares as aforesaid, into a body politic and corporate in deed and in law, by the name, style and title of "WrightsName, style ville and Gettysburg railroad company;" and by the same name the subscribers shall have perpetual succession, and be able to sue and be sued, plead and be impleaded in all courts of record and elsewhere, and to purchase, receive, have, hold and enjoy, to them and their successors, lands, teneinents and hereditaments, goods, chattels and all estate, real and personal, or mixed, of what kind or quality soever, and the same from time to time to sell, mortgage, grant, alien or dispose of, and to make dividends of such portion of the profits as they may deem proper, and also to make and have a common seal, and the same to alter or 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 the said corporation, not being contrary to the constitution and laws 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, and the due management and ordering

Seal.

By-laws.

Proviso. the affairs of the same: Provided, That nothing herein contained shall be considered as in any way giving to the said corporation any banking, manufacturing or trading privileges whatsoever, or any other liberties, privileges or franchises, but such as may be necessary or incident to the making of

2d Proviso, the said railroad: Provided further, That the said company shall at no time hold or possess any land for any other purpose than the construction of the said railroad, or for toll houses, depots, weigh houses or other necessary works.