Proviso.

Unsubscribed stock.

Organization.

Officers.

Proviso.

tels, and all estate, real, personal or mixed, of what kind or quality
soever, necessary for the management of said works, or which they may
'bona fide purchase, in order to secure any debt or debts due to the said
corporation, and the same from time to time to sell, exchange, mort-
gage, grant, alien or otherwise dispose of; and also to 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 or of this commonwealth; and generally to do all and
singular the matters and things which to them it shall lawfully apper-
tain to do, for the well-being of the said corporation, and the due man-
agement 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.

SECTION 6. That if the said line of the public works shall be disposed of in pursuance of this act, and of the shares of stock hereby created shall remain unsubscribed for the space of two years, from the issuing of letters patent, as hereinbefore provided, then, and in that case, the company incorporated in pursuance of this act, shall subscribe and pay for such shares of stock as remain untaken; and on failure to do so, the said company shall pay to the state treasurer, for the use of the commonwealth, five per centum per annum, on the stock remaining unsubscribed: Provided, That the said company, or any individual, company or corporation, shall at any time thereafter have the right to subscribe, pay for and hold any of the stock remaining unsubscribed, in the manner hereinbefore provided.

SECTION 7. That the said commissioners, or any five of those quali fied as aforesaid, shall, as soon as conveniently may be, after the said letters patent shall be obtained, appoint a time and place for the subscribers to meet, in order to organize the said company. and shall give at least thirty days previous notice thereof in the newspapers before mentioned and the said subscribers, when met, shall choose by a majority of votes, one president and ten directors, all of whom shall be stockholders, residents and citizens of this state, and shall be the owners, respectively, of at least twenty-five shares of the said stock; and the said president and directors shall conduct the business of the said company until the first Monday of May, one thousand eight hundred and forty-six, and until others are chosen; and may make and impose 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 if any of the shares of the stock remain unsubscribed for, the state treasurer and auditor general shall be ex officio directors of the said company, on the part of the commonwealth: Provided, That at the expiration of two years from the incorporation of the said company. the said state treasurer and auditor general shall cease to be directors of the said company, and the said company shall thereafter elect twelve directors and a president.

SECTION 8. That the stockholders shall meet on the first Monday of Annual election. May, in every year, at such place in this commonwealth as may be fixed upon by the by-laws of the company, of which notice shall be given at least twenty days previously, in two or more newspapers published in the city of Philadelphia, and elsewhere, as the board shall direct, and choose by a majority of votes, one president, and such number of directors, duly qualified, as is provided for in the preceding section for the ensuing year, who shall continue in office for one year,

and until others are chosen; and the stockholders may meet at such
other time as they may be summoned by the directors, in such manner
and form, and giving such notice as shall be prescribed by the by-laws,
at which annual or special meeting they shall have full power and
authority to make, alter or repeal, by a majority of the votes given,
all such by-laws, rules, orders and regulations as aforesaid, and to do
and perform every other corporate act authorized by the charter; and
the number of votes to which each stockholder, except the common-
wealth, shall be entitled, shall be according to the number of shares
he or she shall hold in the proportions following: For every share not
exceeding two shares, one vote; for every two shares above two shares,
and not exceeding ten shares, one vote; and for every five shares above
ten shares, one vote; but no share shall confer a right of suffrage,
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 and for the use and benefit of some co-partnership, cor-
poration or society, of which he or she may be a member: Provided, Proviso.
That no persons holding shares by transfer shall be entitled to vote,
unless the same shall have been transferred at least sixty days before
the election And provided also, That no voting by proxy shall be
allowed at any of the elections or meetings of the said company.

SECTION 9. That the election of directors provided for in this act, Elections, how shall be conducted in the following manner, that is to say: The direc- held. tors for the time being shall appoint two of the stockholders, not being directors, to be judges of the said election, to hold the same, who shall severally take and subscribe an oath or affirmation, before an alderman or justice of the peace, well and truly and according to law, to conduct such election, to the best of their knowledge and abilities; and the said judges shall decide upon the qualifications of voters, and when the election is closed, shall count the votes and declare who has been elected; and if it shall at any time happen that an election of directors shall not be made, the corporation shall not for that reason be dissolved, but it shall be lawful to hold and make such election of directors, on any day thereafter, by giving at least ten days notice of the time and place of holding the said election, in the newspapers as aforesaid; and the directors of the preceding year shall in that case continue to act, and be invested with all the powers belonging to them as such, until an election shall take place; and in case of the death, resignation or removal Vacancy. from this state, or failure to elect in case of a tie vote between any two or more candidates, of any of the directors, or in case any one of them shall cease to be a stockholder, the vacancy may be filled by the board of directors.

SECTION 10. That the president and directors shall meet at such time and place as shall be found most convenient for the transaction of their business; and when met, six, exclusive of the president, shall be a quorum; in the absence of the president, the board shall appoint a Quorum. president pro tem. and shall keep minutes of their transactions, fairly entered in a book, to be kept for the purpose; they shall be empowered to choose a secretary, treasurer, and appoint all such other officers and Officers. agents, as may be necessary in conducting the affairs of said corporation, in such manner and under such regulations, as they may determine upon; they may require security of said officers, in such amounts as they may deem necessary, and generally do all such other acts, matters and things, as by this act and by the by-laws and regulations of the said company, they may be authorized to do.

Treasurer.

Salaries.

Loans limited.

Dividends.

SECTION 11. The treasurer of the company shall enter into bonds. with three or more sureties, in a sum not less than one hundred thousand dollars. conditioned for the faithful discharge of all the duties of his office, while he shall continue to hold the same, and for faithfully accounting for and paying over according to law, and the by-laws of the said company, all moneys that may come into his hands as treasurer, as aforesaid, and for the payment to his successor in office, the balance of all moneys that may be found in his hands as treasurer, as aforesaid; and also to deliver to his successor in office, all books, papers, documents and property, that he may have or hold by virtue of his office; and it shall be lawful for the said directors to accept from the said treasurer several bonds in several amounts, with different sureties, so that the whole shall amount to the said sum of one hundred thousand dollars: Provided however, That the bond or bonds of the treasurer shall be renewed at least once in every two years; and that duplicates of the same be in every case executed, one to be retained by the said directors, and the other to be filed by them in the office of the auditor general of the commonwealth.

SECTION 12. The board of directors shall fix the salaries and wages of the several officers and agents employed by them; but no director shall be allowed any compensation, except the president, whose salary shall be fixed by the board of directors.

SECTION 13. The board of directors shall have power to borrow money from time to time, on the security of the corporate property: but the total amount of such loans shall at no time exceed five hundred thousand dollars, without the consent of the legislature; they shall from time to time declare and make dividends of the nett profits of the said company, into and among the whole number of shares into which the capital stock of said company is divided; and shall pay in legal currency the dividends accruing, within two years after the incorporation of said company, on so much of the said stock as shall not be subscribed at the time of such declaration of dividends, to the state treasurer: Provided, however, That before making any dividends of nett profits, due to the stockholders, as aforesaid, the said directors shall reserve two per centum of said profits, to be invested in approved securities, which, Contingent fund. together with its accumulations, shall constitute a contingent fund, to provide for extraordinary repairs, and as a sinking fund for the extinguishment of any loans which said company may make; and whenever the said contingent fund shall exceed five hundred thousand dollars. the reservation of two per cent. may be suspended until the contingent fund shall fall below that amount; and no certificate of loan for any money hereby authorized to be borrowed, shall be issued for a less sum than one hundred dollars: And provided further, That no part of the capital stock or other funds of said company, shall be loaned directly or indirectly, to any director, stockholder, officer or agent of said company.

Proviso.

Certificates.

Transferable.

SECTION 14. That the said directors shall procure certificates or evidences of stock, for all the shares of the stock of the said company. duly numbered, and shall deliver a certificate or certificates, signed by the president, and sealed with the common seal of the said corporation. and countersigned by the treasurer of the company, to each person, for the share or shares of stock by him or her subscribed and paid for as aforesaid; which certificates shall be transferable at his or her pleasure, in person or by attorney duly authorized, in the presence of the president or treasurer of the company, on the books of the said company; which transfer shall be entered by the president or treasurer, on

the face or back of such certificate, which shall be delivered again to the assignee or his attorney; and the directors of said company shall have authority to cause transfer offices to be opened for the transfer of the said stock, at such places as they shall designate.

SECTION 15. That immediately upon the issuing of the letters patent Works vested in by the governor, as provided by the preceding sections of this act, the company. railroad leading from Philadelphia to Columbia, and the Eastern division of the Pennsylvania canal, extending from Columbia to its junction with the Juniata division at Duncan's island, the Juniata division, extending from Duncan's island to Hollidaysburg, the Portage railroad, from Hollidaysburg to Johnstown, and the Western division of the Pennsylvania canal, from Johnstown to Pittsburg, shall be immediately vested in the said corporation and their successors forever, including the bridge over the Susquehanna river at Duncan's island, together with all the surplus water power of said canals, all offices, toll houses, water stations, workshops, locomotives, cars, trucks, stationary engines, fuel on hand, horses and implements, and all the estate, real and personal, purchased and owned by the commonwealth, for the use of the said canals and railroads: The canal commissioners shall prepare dupli- Canal commiscate schedules of all the estate, real and personal, purchased and owned sioners' duties. by the commonwealth, for the use of the main line of canals and railroads from Philadelphia to Pittsburg, describing the toll houses, water stations, engines and engine houses, work shops, and the condition of the canals and railroads, and their appendages, and enumerating all the personal property; and on receiving notice from the governor, they, or one of them, shall attend at some time and place on the said line, of which notice shall be given to the directors of the company; and after examining and correcting any mistakes or errors therein, the said schedules shall be signed by the canal commissioners, or commissioner attending, and by the president of the said company, with the corporate seal annexed on behalf of said company: one of which schedules shall be left with the directors of said company, and the other delivered to the governor, to be filed in the office of the secretary of the commonwealth.

SECTION 16. The said company shall be empowered to own and Powers, tolls, employ locomotive engines and cars, for the conveyance of passengers, &c. and to charge and receive tolls and fare for the passage of persons and merchandize on the said canals and railroads, subject to the restrictions and limitations hereinafter provided, to convey passengers and transport. the mail, and shall have the exclusive right to all the motive power on the said railroads; and shall at all reasonable times, furnish the necessary motive power for the propelling or conveying cars, trucks with section boats, and other suitable vehicles used for the transportation of merchandize and commodities on said railroads: Provided, Proviso. That the said canals shall forever be and remain public highways, for the passage at all times of all persons, with horses, boats and merchandize, they paying toll therefor, under such general regulations as the said company may from time to time ordain and publish: Provided, however, That no person or persons shall be permitted, without the license of the said company, to employ steam power on the said canals: And provided, That said company shall at all times keep on said line, a number of trucks sufficient for the transportation of all section boats in use on said line; and that nothing herein contained shall be construed to authorize the said company to engage in the business of transporting merchandize on said canals and railroads.

Tolls.

Power of legislature to resume works.

Proviso.

Repairs.

Water privileges.

Contracts.

SECTION 17. The rates of toll to be charged and received by the said company, shall at no time, without the approbation of the Legislature, exceed those now charged on the said canals and railroads.

SECTION 18. If at the expiration of twenty years, from the date of the letters patent erecting said corporation hereby created, the legislature shall see fit to resume the said works, and the privileges and franchises hereby granted and conveyed, they shall have a right so to do, by re-imbursing to the stockholders the amount of their stock at par, together with ten per cent. advance thereon, in gold or silver money: but if the legislature shall not, at the expiration of the said period of twenty years, resume the said works, then the said company, with all its rights. franchises and privileges, shall continue for another period of twenty years. subject to resumption by the legislature, at the expiration thereof, on the same terms and conditions as aforesaid. and so on from twenty years to twenty years: Provided, That in the event of resumption by the legislature, as aforesaid, the contingent or sinking fund, as well as the undivided profits on hand, after the payment and discharge of all debts and claims against the said company, shall be divided among the stockholders, in the same manner as the nett profits are hereinafter authorized to be divided.

SECTION 19. It shall be the duty of the directors of said company, to keep in constant repair the entire line of railroads and canals under their direction and supervision, with the necessary stationary and locomotive engines, toll houses, water stations, locks, buildings, and appurtenances; all viaducts, aqueducts, dams, schutes, and road and farm bridges. which, under existing laws, the commonwealth is bound to keep in repair; to keep a fair and just account of all tolls, water rents, and proceeds of sales of water privileges received, and all moneys disbursed, and deducting all costs and charges; to make and declare a dividend only of the clear profits and income of the roads and canals, as hereinbefore directed; and to report to the legislature on the second Tuesday in January in every year, a full and accurate account of their expenditures during the past year, with a full account of the sums arising from the tolls, water rents and proceeds of sales of water privileges and other receipts, and of the disbursements and dividends actually made within the year.

SECTION. 20. No sale or lease of water privileges on the canals and slackwater hereby vested in the said company, shall be made, except under and subject to the exceptions and regulations prescribed in the eighth, ninth, tenth and eleventh sections of the act of the fifth of May. one thousand eight hundred and forty-one, entitled "An Act to incorporate the Allegheny and Butler turnpike road company, and for other purposes.'

SECTION 21. The said company shall be bound by all contracts heretofore made by the commonwealth, in the grant or lease of water privileges, and shall be entitled to all the rights and privileges of the commonwealth, under such contracts.

SECTION 22. It shall be the duty of the auditor general to cancel or Auditor general. cause to be cancelled, when and as the same may be transferred to the

commonwealth, the certificates of loan which may from time to time be subscribed to the stock of said company; and he shall carry the amount thereof to the credit of the commonwealth, on the books of his department, and make a detailed report of the amount so cancelled, annually, to the legislature.