Proviso,

Comm'rs to

Style.

Capacities & privileges.

said to subscribe for any number of the shares remaining: Provided, That if the subscriptions on the first and succeeding days should exceed the number of sixteen hundred shares, the shares of each subscriber shall be reduced in a proportionate ratio, so however that no individual shall, without his or her consent, have his or her subscription reduced below two shares. SECTION 2. When the whole number of shares in the capital stock as aforesaid, shall have been subscribed, and at least one half of the capital stock paid in, the said commissioners, or certify to the any six of them, shall certify to the Governor, under their Governor, &c. hands and seals, the names of the subscribers, and the number of shares by them subseribed respectively, and the Governor shall thereupon, by letters patent, under his hand and the seal of the state, erect and create the subscribers into one body politic and corporate, in deed and in law, by the name, style and title, of the Norristown Insurance company of Montgomery county, by which name the said subscribers shall have perpetual succession, and shall 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, tenements and hereditaments, goods and chattels, of what nature, quality or kind soever, real, personal or mixed, and the same from time to time to sell, demise, grant, alien dispose of: Provided, That the real estate shall be only such as shall be necessary to accommodate the said corporation in the transaction of the business thereof, or shall be taken or held in security for the payment of debts due the corporation, and that the yearly income of the said real estate, shall not at any time exceed the sum of five thousand dollars: And provided also, That the said company shall have authority to make and to have a common scal, and the same to break, alter, and renew at pleasure, and also to ordain, establish and put in execution, such by-laws, ordinances and regulations, as shall appear necessary for the government of said corporation, not being contrary to the constitution or laws of the United States or of this state, and generally to do all and singular the matters which to them shall lawfully appertain to do, for the well being of the said corporation, and the management and ordering of, the affairs thereof.

Proviso.

2d proviso.

Increase of capital.

Stock to be

SECTION 3. The capital stock of the Norristown Insurance company of Montgomery county, may be hereafter increased to any amount not exceeding three thousand shares, at fifty dollars each, if the exigencies of the case shall require it, and two-thirds of the stockholders at any of their regularly convened meetings, so order, which increase shall be subscribed for in such manner, and on such terms, as said two-thirds of the stockholders shall order and direct.

SECTION 4. The capital stock of the company by this act transferable. incorporated, as well as the stock which may be created in addition to it by the increase as aforesaid, shall be held by the

when called

for.

proprietors thereof, and be transferable by them, or their assigns respectively, on the terms and in the manner hereinafter specified, that is to say, each and every subscriber shall, within ten days after public notice being given by the president and direc tors in the weekly papers published in the county of Montgom- To be paid ery for three successive weeks, and in at least one of the daily papers published in the city of Philadelphia for one weck immediately preceding the time of payment therein specified, pay, or cause to be paid, to the said president and directors, for the use of the said corporation, the amount of the shares so subscribed, in such sum or sums, and at such time or times, as they the said president and directors shall direct and appoint; and if any subscriber, his or her assignce or transferee, shall refuse or neglect to pay any instalment called for and demanded by the president and directors as aforesaid, such subscriber, his or her as ignee or transferee, shall forfeit each and every share on which the payment shall not be duly made on account of the share or shares so forfeited, and new subscriptions may be opened and received for the share or shares so forfeited, at the discretion of a majority of the stockholders of said corpo

ration.

Forfeiture for non payment.

Proviso.

SECTION 5. For the well ordering of the affairs of said corporation, there shall be nine directors, (who shall be citizens of the United States and stockholders of the said corporation,) 9 directors to elected annually on the first Monday of September in each and be elected. every year, at a general meeting for the purpose assembled, public notice whereof having been given in at least two newspapers published in the county of Montgomery for three successive weeks, and in at least one daily newspaper published in the city of Philadelphia for ten days immediately preceding the holding of the same; and the directors, at their first meeting after each clection, shall choose one of their number as president: Provided, That in case it should happen at any time, that an election of directors should not be held upon the day prescribed by this act for holding the same, the corporation shall not for that cause be deemed to be dissolved, but it shall be lawful, on any day within the term of two months thereafter, to hold said election for the making of said directors, whether through cause in neglecting to hold said election, through tie, or any other exigency, the same may not have been made, and in case of any director's death or resignation, his place shall be filled for the remainder of the year by appointment by the president and directors for the time being: Provided, That the 2d provise. first election for directors shall be held at a time and place to be appointed by the commissioners before mentioned, they giving notice thereof in manner aforesaid, and the directors so chosen shall hold their offices until the first Monday of September then ensuing, or until new directors shall be chosen in conformity to this act.

Elections,

how conducted.

SECTION 6. The votes of the stockholders shall be by ballot, in person or by proxy, and for the election of directors, and for the deciding of all questions in general meeting of the stockholders, the ratio of votes shall be as follows, to wit: each stockholder shall be entitled to one vote for every share of stock standing in his name not exceeding ten shares, but no stockholder, either in his own name or by proxy, shall be entitled to more than ten votes, whatever number of shares he may represent or own, nor shall any stockholder vote at any election for directors, unless the share or shares on which he or she may claim to vote shall have been standing in his or her name, on the books of the said corporation, for at least three months previous to said election.

SECTION 7. The president and directors of the said corporation, for the time being, shall have power to appoint such Officers, and officers, clerks, agents, and other persons, as shall be necessary their compen- for conducting and executing the business of the said corpora

sation.

May invest their money in stock, &c.

Proviso.

Insurances

on houses,

&c.

tion in the said county of Montgomery, as elsewhere, and to allow the persons so appointed such compensation for their services respectively, as they shall deem reasonable, and generally to exercise all other powers and authorities, for the well governing and ordering of the affairs and funds of the said corporation, as this act confers or allows, or as may hereafter be conferred or allowed by the laws, regulations, and ordinances of the said corporation.

SECTION 8. It may be lawful for the said corporation to employ and improve the capital stock thereof, and all moneys received for premiums, which by the eleventh section of this act the president and directors are directed to retain until the risks upon which such premiums have been received are fully determined, on mortgage, or in productive stocks of incorporated banks of this State or of the United States, or in loans of this State or of the United States: Provided, That nothing herein contained shall in any way be construed to authorize the said company to use the funds of the institution for banking

purposes.

SECTION 9. The president and directors shall make insu rance against losses by fire, at such premium as may be agreed upon, on any house, tenement, manufactory or other building, merchandize, and on goods, wares, merchandize and other effects therein, and on hay, grain and other agricultural products, in barns, stacks, or otherwise, and generally on all kinds of goods, wares and merchandize; and to make, execute and perfect such and so many contracts, bargains, agreements, policies and other instruments, as shall or may be necessary, and as the nature of the case shall or may require, the insuring against losses by fire; and every such contract, bargain, agreement and policy, to be made by the said corporation, shall be in writing or in be under the print, and shall be under the seal of the said corporation, signed corporate seal by the president, and attested and sigued by the secretary, or

Contracts to

other officer, who may be appointed by the president and directors for that purpose.

directors.

SECTION 10. The board of directors shall meet at the office. which shall be in the borough of Norristown, at such times, and Meeting of transact the business of the company by such a quorum, as may be provided for by the by-laws.

SECTION 11. The directors shall, on the first Mondays of March and September, in each and every year, declare a divi. Dividends. dend of so much of the profits of the company as to them shall appear advisable, and such dividend shall be paid to the respective stockholders, or to their respective agents, duly empowered, in ten days after declaring the same; but the moneys received as premiums on risks, which shall be undetermined at the time of declaring the dividends respectively, shall not be computed as a part of the profits of the company; and in case any loss shall at any time happen, by which the capital stock of the company shall be diminished, no dividend shall be made until the amount of such diminution shall be replaced and added to the capital; and any president and every director consenting to declare and make any dividend until the diminution is so replaced, shall be accountable for, and pay to the company for their use, the amount of the dividend declared and paid in violation of the prohibition aforesaid: Provided, That when the dividends of Proviso said company shall exceed twelve per cent. per annum, one half

of

any surplus over and above twelve per cent. shall be paid

into the State Treasury, in aid of the common school fund.

SECTION 12. The shares of the stock of the said corpora- Transfer of tion shall be assignable and transferable only according to such stock. rules and regulations as may be prescribed by the by-laws.

SECTION 13. The said company shall annually, on the first Monday of February, furnish a statement of their affairs to the Report to the legislature, under oath of the president or secretary of said Legislature. company; and if at any time it shall appear to the legislature Right to rethat the charter privileges hereby granted are injurious to the peal reserved. public welfare, the power thereof to repeal this act shall not on

any conditions be denied or impaired; but such repeal shall not Not to effect affect any engagement to which said company may have be- any engage. come a party previously thereto, and that said company shall ments of the have a reasonable time allowed them to bring their accounts to a final settlement and termination.

company.

SECTION 14. That the stockholders shall individually be Extent of liable, to the full amount of the stock subscribed, to any person liability of or persons having claims against the company for losses.

APPROVED-The eleventh day of March, one thousand eight

stockholders to creditors.

hundred and thirty-four.

GEO: WOLF.

Charter ex

tended for 15 years from May, 1837.

the office at

same,

No. 67.

AN ACT

To re-charter the Schuylkill Bank in the city of Philadelphia.

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 That the act entitled "An act to re-charter certain banks," approved the twenty-fifth day of March, one thousand eight hundred and twenty-four, be, and the same is hereby extended to the Schuylkill bank, in the city of Philadelphia, for fifteen years from the first Wednesday in May, one thousand eight hundred and thirty-seven.

SECTION 2. The Schuylkill bank in the city of PhiladelMay continue phia are hereby authorized for and during the extended term of their charter, to continue their office of discount and deposite Port Carbon. in the town of Port Carbon, in the county of Schuylkill, under the provisions contained in the first section of the act of the seventh of April, Anno Domini, eighteen hundred and thirtytwo, entitled "An act to authorize the establishment of a branch bank in the town of Port Carbon, in the crunty of Schuylkill, and to extend the charters of other banks;" and for this purMay increase the capital of Pose it shall be lawful for the said Schuylkill bank, in the city of Philadelphia, with the consent of a majority of its stockholders, to extend the capital of said bank, beyond its present amount, any amount not exceeding five hundred thousand dollars: Provided, That upon any increase of the capital stock of said bank, the president and directors thereof shall pay into the treasury of this Commonwealth five per cent. on the amount of any such increased capital, which sum shall be placed to the credit of the common school fund.

the Bank

$500,000.

Proviso.

Bonus.

Additional

stock to be sold at auction.

SECTION S. For the sale and distribution of the said increased capital stock, the directors of the Schuylkill bank, or a majority of them, shall, as often as may be required, appoint one of the commissioned auctioneers of the city of Philadelphia to sell the said stock at public outcry or auction; and the said directors shall fix upon a certain place in the city of Philadel phia, for the sale of said stock, which place shall afford a full and commodious opportunity for all persons inclined to bid at said sale, and shall give previous public notice of the time and place of said sale, for at least twenly successive days, in two daily newspapers published in said city; and the said directors, or a majority of them, shall assemble at the place of sale, at the time appointed, with the auctioneer, and shall superintend the said sale; they shall cause the said auctioneer to set up to sale, by public outcry, one share of stock, which shall be disposed of to the highest and best bidder, who shall have the privilege of