No. 87.

n Act

Authorizing the Governor to incorporate the Willardsburg and Jersey Shore 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 William Willard, junior, Samuel W. Morris, Robert G. White, George Crawford, Commisand Solomon Bastrers, Josiah Emory, Francis Wetherbee, sioners. Levi J. Nichols, Asa C. Bush, William Garretson, Horace Frizelle, Isaac N. Pomroy, Curtis Merritt, Charles Wharton, junior, John White, Israel Morris, George D. B. Keim, and George M. Keim, Samuel Nevins Mathew Newkirk, Frederick Clett, Isaac Otis, Richard Morris, Charles F. Lex, - George Tomb, John Bailey, Stephen Winchester, John Pursell, James H. Hepburn, Doctor J. M. Green, D. A. Davidson, B. W. Richards, Joseph Burden, John R. Walker, William Badger, R. L. Longhead, William A. Martin, B. T. Bioren, W. G. Alexander, Parsey Oakford, Hugh Cassaday, Jo'in Pearce, be, and they are hereby appointed commissioners to do and perform the several things hereinafter mentioned, that is to say: they, or any three of them, shall procure a To open - sufficient number of suitable books, and in each of them books. shall enter as follows, viz: "We and each of us whose names are hereunto subscribed, do promise to pay to the directors of the Willardsburg and Jersey Shore railroad company, the sum of fifty dollars for every share of stock set to our respective names, and by us respectively subscribed, in such manner and proportions, and at such times and places as shall be determined and directed by the said directors, in pursuance to an act entitled An act authorising the Governor to incorporate the Willardsburg and Jersey Shore railroad company. Witness our hands, the day of in the year of our Lord, one thousand eight hundred and thirty ;" and shall thereupon give notice, in one one or more newspapers printed in the city of Philadelphia, and two in Tioga county, and two in Lycoming county, for one calendar month at least, of the times when, and the places where the said books shall be open to receive subscriptions for the stock of said company, at which time and places, some one or more of the said commissioners shall attend, and receive subscriptions from all persons of lawful age who shall offer to subscribe in said books, which shall be kept open for the purpose aforesaid, at least six hours in each juridical day, for the space of three days,

shares.

Number of or until the books shall have been subscribed therein sixteen thousand shares, and the said commissioners may adjourn from time to time, and transfer the books from place to place. until the whole number of shares aforesaid shall be subscribed, of which adjournment and transfer, the said commissioners shall give such notice as the case may require: Provided always, That every person offering to subscribe in said books, in his own or any other name, shall previously pay to the attending commissioner or commissioners, the sum of five dollars for every share to be subscribed, and no subscription shall be valid, unless the person so subscribing shall pay the said sum of five dollars, so as aforesaid: Provided, That on the first day that the books shall be so opened, no person, in his own name or in the name of another, for his use, shall be permitted to subscribe for more than twenty shares of said stock.

1st instalment.

SECTION 2. Whenever one thousand shares shall have been bona fide subscribed, by at least twenty persons, and five dollars shall have been paid on each share as aforesaid, the said commissioners, or a majority of them, shall certify the same, under oath or affirination, to the Governor of this commonwealth, whereupon the Governor shall, by letters patent, under his hand and the seal of the commonwealth, create and erect the 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 "The Willardsburg and Jersey Shore railroad company," and by the same name the subscribers shall have perpetual succession, and be able to sue and be sued, implead and be impleaded, in all courts of record and elsewhere, and to purchase, have, receive, hold and enjoy, to themand their successors, such lands, tenements, and hereditaments, and such personal estate as shall be necessary to them in the prosecution of their works, 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 the affairs of the same: Provided, That nothing herein contained shall be considered as in any way giving to the said corporation any banking privileges whatever, or any other liberties, privileges. privileges or franchises, but such as may be necessary or incident to the making or maintaining of the said railroad. SECTION 3. The said named commissioners, or any five of them, shall, as soon as conveniently may be after the said letters patent shall be obtained, give at least thirty days previous notice in the newspapers hereinbefore 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 proxy, which proxy shall have been obtained and bear date within three months previously to the election at which such proxy shall be presented, duly authorized, one president and ten managers, who shall be residents of this commonwealth, a treasurer and secretary or secretaries, and such other officers as shall be deemed necessary; that the president and managers shall conduct the business of said company until the first Monday of January then next, and until like officers shall be chosen, and may 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, and that may be necessary for the well governing the affairs of the company.

SECTION 4. The stockholders shall meet on the first Mon-Annual elec day of January in every year, at such place as may be fixed tions. upon by the by-laws, of which notice shall be given at least thirty days, by the secretary, in the newspapers before mentioned, and choose, by a majority of votes present, their officers, as mentioned in the third section of this act, who shall continue in office for one year, and until others are chosen, and at such other times as they may be summoned by the managers, in such manner and form as shall be prescribed by the by-laws, at which annual or special meetings, they shall have full power and authority to make, alter or repeal, by a majority of the votes, in manner aforesaid, all such by-laws, rules, orders and regulations, as aforesaid, and to do and perform every other corporate act; and the number Right of of votes to which each stockholder shall be entitled, shall be voting. according to the number of shares he or she shall hold, in the following proportions, that is to say: for each share not exceeding two shares, one vote; for every two shares above two and not exceeding ten shares, one vote; for every four shares above ten and not exceeding thirty, one vote; for every ten shares above thirty and not exceeding one hundred, one vote; but no share or number of shares above one hundred, shall confer any additional right of voting, and no share shall confer a right of suffrage, which shall not have been holden three calendar months prior to the election, nor unless it be holden by the person in whose name it appears, absolutely and bona fide, in his or her own right, or in that of his wife, or for his or her sole use and benefit, or as executor or administrator, trustee or guardian, or in the right and for the use and benefit of some copartnership, 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 per

son: Provided, That no shares held by transfer shall be entitled to vote, unless the same shall have been transferred at least three months before the election, and all votes by proxy shall be on such terms and conditions as are prescribed by the act passed on the twenty-eighth day of March, in the year one thousand eight hundred and twenty, entitled "An act to regulate proxies."

Manner of election.

SECTION 5. The election of officers provided for in the fourth section of the act, shall be conducted in the following manner, that 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 to 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, and the said judges shall decide on the qaalifications of the voters. and when the election is closed, shall count the votes and declare who is elected; and if it shall at any time happen that an election of president, managers, treasurer or other officer, 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 president, managers, treasurer or other officer, on the same day, or on any other day thereafter, by giving at least thirty days notice, signed by the president or secretary, in the newspapers before mentioned, of the time and place of holding said election, and the president, managers and treasurer, and other officers of the preceding year, shall in that case continue to act, and be invested with all the powers belonging to their respective situations, until an election shall take place; and in the case of death or resignation, or removal from the state of any president, manager, treasurer, or other officer, the place shall be filled by the board of managers, until the next annual election.

SECTION 6. The said 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, six shall be a quorum, who, in the absence of the president may choose a chairman, and shall keep minutes of their transac-tions, fairly entered in a book, and a quorum being formed, they shall have full authority to appoint all such surveyors, engineers, superintendents, other artists and officers as they shall deem necessary to carry on the intended work, and to fix their salaries and wages, to ascertain the times. manner and proportion in which said stockholders shall pay the moneys due on their respective shares, to draw orders on the treasurer for the same, which shall be signed by the president, or in his absence by a majority of the managers present, 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 this 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 every such share or shares by him subscribed and held, which certificate or evidence of stock shall be transferrable at his pleasure, in person or by attorney, (duly authorized,) 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, shall be entitled to a share or shares, as is therein mentioned, of the capital stock, and of all the estates and emoluments of the company incident to 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 balances and penalty due or to become due on each share, as the original subscriber would have been.

SECTION 8. If after thirty days notice in the public papers aforesaid, of the time and place appointed for the payment of Forfeiture of any proportion or instalment of the said capital stock, in stock. order to carry on the work, any stockholder shall neglect to pay each proportion or instalment at the place appointed, for the space of thirty days after the time so appointed, each and every share of said stock on which such stockholder has 30 neglected to pay as aforesaid, shall be forfeited to the Said company, and may be sold to any person or persons willing to purchase, for such prices as can be obtained for the same, or in default of payment by any stockholder, of any such instalment as aforesaid, the president and managers may at their election, cause suit to be brought before an alderman or justice of the peace, or any court having competent jurisdiction, for the recovery of the same, together with the penalty aforesaid: Provided, That no stockholder, whether original subscriber or assignee, shall be entitled to vote at any election, or at any general or special meeting of the said company, or on whose share or shares any instalment or arrearages may be due, and payable more than thirty days previously to the said election or meeting.

SECTION 9. The president and managers of the said com-Treasurer to pany shall demand and require of and from the treasurer, give bond. and all and every other persons by them employed, bond in sufficient penalties, and with such securities as they shall by their rules, orders and regulations, require for the faithful discharge of the several duties and trusts to them or any of them respectively committed.