newspapers published in the county of Chester, for three successive weeks immediately preceeding the holding of the same, and the directors at their first meeting after each election, shall choose one of their number as president; but in President. case it should happen at any time that an election of directors should not be made, when pursuant to this act it ought to have been made, the company for that cause shall not be dissolved, and it shall be lawful within forty days thereafter, to hold and make an election of directors, in such manner as shall be regulated by the by-laws and ordinances of the said company; and in case of the death or resigna- Vacancies. tion of any director, his place may be filled for the remainder of the year in such manner as the regulations of said company shall for that purpose direct: Provided, That the Proviso. first election of 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 third. Monday of January, one thousand eight hundred and thirtyseven, and until new directors shall be chosen. SECTION 6. The vote of the stockholders for directors, Election. shall be by ballot, and for the election of directors, and for deciding all questions in the general meetings of the stock holders, the ratio of votes shall be as follows, viz: each stock- Ratio of vetes holder shall be entitled to one vote for every share of the stock standing in his name not exceeding fifteen shares, but no stockholder shall be entitled to more than fifteen votes, 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 at least thirty days previous to such election: Provided, That no Proviso.. voting by proxy shall be permitted at any election or meeting of the said company. SECTION 7. The president and directors for the time being; Powers of shall have power to appoint such officers, clerks, agents and the board. other persons, as shall be necessary for conducting and performing the business of the said company, to fix their compensation, to take bonds from all or any of them, with security, conditioned for the faithful execution of their several duties, to inake such covenants, contracts and agreements as they may deem proper to ordain, establish and put in execution, and all such ordinances, regulations and by-laws as may appear necessary for the government, or conducive to the interests of the company, not being contrary to the fundamental articles thereof, to the constitution and laws of the United States or of this commonwealth, and generally, to do, execute and perform all acts, matters, and things in relation to the business thereof, which a corporation may or lawfully an do: Provided, That all such Proviso. ordinances, regulations and by-laws as shall be made by the By-laws. directors, may be altered or repealed by two thirds of the stockholders, at any annual meeting, or any general meeting called in pursuance of any by-law made for that purpose; and the majority of stockholders may, at any annual or general meeting, pass by-laws, which shall be binding upon the directors, such by-laws not being contrary to the laws of 2d Proviso. this state or of the United States: And provided also, That no director or officer of the said company, either by himself or through any other person, shall be permitted to borrow or make any loan from the funds of said company, nor shall any president, director, or other officer of any bank, be a director or officer of said company. Premium for SECTION 8. The said company shall have full power and insurance. authority to make insurance against losses by fire, at such rate of premium as may be agreed upon, on any house, tenement, manufactory or other building, and on goods, wares and merchandise, and other effects therein, and on hay, grain and other agricultural products in barns, stacks, or otherwise, and generally, on all kinds of buildings, goods, wares, merchandise and effects, and to make, execute and perfect such contracts, bargains, agreements, policies, and other instruments, as shall or may be necessary, and as the nature of the case may require; and every such contract, bargain, agreement, policy, and other instrument, to be made by the said company, shall be in writing or in print, under the corporate seal, signed by the president, and attested and signed by the secretary, or other officer, who may be appointed by the directors for that purpose. Seal. stocks. Corporation SECTION 9. It shall be lawful for the said corporation to may deal in employ and improve the capital stock thereof, and all monies received for premiums, which by this act the president and directors are directed to retain until the risks upon which such premiums have been received are fully determined, in any available stock, or to lend the same, or any part thereof, upon good and sufficient security, and also to sell and dispose of, and transfer all or any of the said stock and securities, and invest the proceeds thereof in like, and other such stock and securities: 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. Proviso, Dividends. SECTION 10. That the president and directors of said company shall, on the first Mondays of January and July in each and every year, declare and divide so much of the profits of said company as to them shall appear advisable, first deducting all expenses, and pay the said dividend to the respective stockholders, or to their agents, duly empowered, in ten days after declaring the same, but the monies received as premiums upon risks, which remain undetermined and outstanding at the time of declaring such dividend, shall not then be considered as part of the profits of the said company, or divided as such; and if any loss shall happen, whereby the capital stock of the said company shall be lessened, no subsequent dividend shall be made, until a sum equal to such diminution shall have been added to the said capital stock, and if the president and directors shall knowingly make a dividend or dividends contrary to the true intent and meaning of the prohibitions herein contained, such of them as shall consent thereto, shall in their individual capacity President & be accountable for, and pay over to the said company, for directors aethe use thereof, as much money as they may so divide and countable. pay more than by this act they are authorized to do, and the president and each director of the said company in office at the time of making such dividend, hereby prohibited, shall be deemed as consenting thereto, unless he or they shall at the time of making or declaring the same, be absent from the board of directors, or if present, shall immediately enter his or their protest or protests on the minutes of the board, and also give notice thereof in two newspapers published in the said county of Chester. SECTION 11. The stock of said company shall be trans-Of transfer. ferrable on the books of the said company, only according to such rules and regulations as may be prescribed by the by-laws. SECTION 12. Should the said company fail to meet its Stockholders engagements, each person holding stock at the time of such liable. failure, shall individually be liable for the debts of the com pany, to the amount of the balance unpaid on the stock of such stockholder. SECTION 13. If at any time it shall appear to the legisla. Legislature ture that the said corporation has abused or misused any of reserves the the privileges hereby granted, the power to repeal this act right to reshall in nowise be denied or impaired, but such repeal shall peal. not effect any engagement to which said company may have become a party previously thereto, and that said company shall have a reasonable time allowed them to bring their accounts to a final settlement and termination. NER MIDDLESWARTH, Speaker of the House of Representatives. THOMAS S. CUNNINGHAM, Speaker of the Senate. APPROVED The first day of April, Anno Domini, one thousand eight hundred and thirty-six. ers. To procure books. Price of each. No. 117. An Act Authorizing the Governor to incorporate the Chambersburg and 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 M'Dowel, James Commission- Campbell, Frederick Smith, Thomas G. M'Culloch, Martin Hoover, Nicholas Baker, George Heck, Jacob Statler, Mark Brindle, Joseph Culbertson, Samuel Dunn, James Agnew, William Duffield, George Hoke, James Austin, James Sprout, John Nycum, Jacob Barndoller, William Hartley, David Mann, senior, Henry Leader, William Compher, Frederick Gebhart, George Ross, Charles Ogle, Samuel Elder, John M’Mullin, and Samuel Kimmel, be, and they are hereby appointed commissioners to do and perform the several things hereinafter mentioned, that is to say: they, or any five of them, shall procure a sufficient number of suitable books, and in each of them enter as follows, viz: "We Form of sub- and each of us whose names are hereunto subscribed, do scription. promise to pay to the directors of the Chambersburg and Loudon railroad company, the sum of fifty dollars for every shares $50 share of stock set opposite 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 of an act entitled 'An act authorizing the Governor to incorporate the Chambersburg and Louden railroad company,' witness our day of Anno Domini, one thousand eight hundred and thirty ;" and shall thereupon give at least twenty days previous notice, in five newspapers printed in the counties of Franklin, Bedford and Somerset. and in two or more of the daily papers printed in the city of Philadelphia, of the times when and the places where some one or more of the aforesaid commissioners will 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 every juridical day, for the space of six days, or until there shall be subscribed in the said books two thousand shares; and if at the expiration of six days, the books aforesaid shall not have the number of shares aforesaid therein subscribed, then the said commissioners, at their discretion, may adjourn from time to time, and transfer the books elsewhere, until Who may subscribe, hands the the whole number of shares aforesaid shall be subscribed, of which adjournment and transfer, the commissioners aforesaid shall give such public notice as the occasion may seem to require; but no subscriptions shall be valid, unless the Five dollars persons so subscribing, shall pay to the said commissioners to be paid on at the time of making the same, the sum of five dollars on each share, for the use of the company: Provided, That on Proviso. the first day the books shall be so opened, no person shall be permitted to subscribe, in his own name or in the name of another, for more than twenty shares of the said stock. each share. and title. SECTION 2. When one thousand shares or more shall be When letters actually subscribed, and five dollars on each share paid to patent shall said commissioners, the said commissioners, or a majority of issue. them, shall certify the same, under oath or affirmation, to the Governor of this commonwealth, and on the receipt of such certificate, 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 those also who shall thereafter subscribe to the whole number of shares aforesaid, into a body corporate and politic, in deed and in law, by the name, style and title of The Chambersburg and Loudon railroad company," and Name, style by the same name the subscribers shall have perpetual succession, and all the privileges, franchises, and immunities Powers and incident to a corporation, may sue and be sued, implead and privileges. be impleaded, in all courts of record and elsewhere, may purchase, receive, have, hold and enjoy, to them, their successors and assigns, lands, tenements and hereditaments, goods, chattles, and all estates, real, personal or mixed, of what kind or quality soever, and same from time to time may sell, mortgage, grant, alien and dispose of and make dividends of such portions of the profits as they may deem Dividends. preper, and also may make and have a common seal, and the Seal. same alter or renew at pleasure, 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 corporaion, and the due management and ordering of the affairs and business of the same: Provided, That nothing herein Proviso. contained shall be so considered and construed as giving to the said corporation any banking privileges, or any other liberties, privileges or franchises, but such as may be necessary or incident to the making and maintaining the said railroad, and to the conveyance of passengers, and the transportation of goods, merchandise and commodities thereon. SECTION 3. That the third, fourth, fifth, sixth, seventh, Repeal of eighth, ninth, tenth, twelfth, thirteenth, fourteenth, fifteenth, portions of xteenth, seventeenth, eighteenth, nineteenth, twentieth, the act of 4th twenty-first, twenty-second, twenty-fourth, and twenty-fifth April, 1833. sections of the act passed the fourth day of April, eighteen hundred and thirty-three, entitled "An act to authorize the |