Proviso. Election by ballot, daily newspapers printed in Philadelphia, and the subsequent elections shall be held annually, at such convenient time and place as the directors shall determine, of which thirty days previous notice, shall in like manner be given by the president of the company, or by any three of the directors: Provided, That in the event of a failure to hold such election, the former directors may continue in office for a period not exceeding six months, or until such election shall be held. SECTION 18. The election for directors shall be held by ballot, and each stockholder shall be entitled to vote accordRatio of votes ing to the number of shares held by said stockholder, in the proportion following, that is to say: for each share and 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; for every twenty shares above one hundred, one vote; no share shall confer a right of voting, which shall have been transferred within three calendar months prior to the day of election, nor unless it be bona fide held or owned by the person in whose name it appears, in his own right, or 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, or for the use and benefit of some co-partnership, society, or corporation, of which he or she may be a member, 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, one thousand eight hundred and twenty, entitled "An act to regulate proxies." Proxies. President to be chosen; ficers and agents. SECTION 19. The directors shall, as soon as convenient after their election, choose one of their number as president, also other of to serve for one year; they shall also have power to appoint, as occasion may require, all other officers and agents of the company, and to supply vacancies in the board, arising from Vacancies. death, resignation, or otherwise, until the next annual election; at all meetings of the board, three directors shall form a quorum to transact business. Quorum. notice. Instalments SECTION 20. The directors may from time to time, call in, on stock may on thirty days notice thereof, in at least two daily papers be called in printed in Philadelphia, and in at least one paper printed in on 30 days the county of Northumberland, such instalments on the stock of the company as they may judge best, not exceeding twenty per cent. thereof, at any one time, and if any stockholder shall neglect to pay, at the time and place appointed, any instalment on his stock, so called in, for the space of thirty Forfeiture for days after the period so designated for the payment thereof, neglect. the said stock, and the amount previously paid thereon, may be declared by the directors forfeited to the company, and disposed of as they shall prescribe. SECTION 21. Dividends of so much of the profits of the Dividends company as shall appear to the directors advisable, shall be twice a year. declared twice a year, and paid to the stockholders, or their legal representatives, on demand, at any time after the expiration of ten days after having been declared, but said dividends shall in no case exceed the amount of the nett profits actually acquired by the company, so that the capital stock shall never thereby be impaired, and if any dividend shall be declared which shall impair the capital stock of said company, the Liability of directors consenting thereto, shall be liable in their individual directors. capacities to the said company, for the amount of the stock so divided, and each director present when such dividend shall be declared, shall be adjudged to be consenting thereto, unless he shall forthwith give public notice to the stockholders of the declaring of such dividend: Provided, That the said Proviso. company shall make annual returns to the Auditor General, on the oath or affirmation of the president or secretary, of the amount of dividend declared for the current year, and shall pay into the state treasury, a tax of eight per cent. on all such dividends, when they shall exceed six per cent. per annum. ber, 1857, & SECTION 22. This act shall continue and be in force until This act to the thirty-first day of December, in the year of our Lord one be in force thousand eight hundred and fifty-seven, and it shall and may until Decembe lawful for the legislature, at any time, in case of misuse or abuse of any of the privileges granted by this act, to amend pealed at any or repeal any of the foregoing provisions, and to rescind the time. powers hereby granted. may be re SECTION 23. Any legal process, served on any agent or Service of lemanager of said company, is hereby declared to be, to all gal process. intents and purposes, as valid as the same would have been if served on the president and directors thereof. SECTION 24. That Cornelius Stevenson, Joseph Burden, Additional W. A. Martin, George F. Lehman, John F. Stump, William commiss'rs. Wallace, George W. Blight, Isaac Otis, H. J. Levis, Wil- to the Cold liam T. Smith, Joseph B. Mitchell, and Robert T. Conrad, "and railroad Joseph C. Barden, Joseph B. Haines, Franklin Vansant, be company. Run tunnel added to the commissioners named in the first section of the act entitled "An act to incorporate the Tuscarora and Cold Run tunnel and railroad company," passed the sixth day of April, Anno Domini, one thousand eight hundred and thirty, Capital stock and that the capital stock of the said company shall consist 6000 shares of six thousand shares, of fifty dollars each; and as an at $50 each. inducement to the speedy completion of the tunnel and rail road through the Sharp mountain, which the said company are Right to hold authorized to construct, the said company shall be, and they 2000 acres of are hereby authorized, to hold any quantity of land in the land. vicinity of the line of their said railroad and tunnel, not NER MIDDLESWARTH, THOMAS S. CUNNINGHAM,. Speaker of the Senate. APPROVED-The fifteenth day of June, A. D. eighteen hundred and thirty-six.. JOS: RITNER. No. 180. Au Act Authorizing the Governor to incorporate the Huntingdon 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 William Orbison, sen., Peter Commiss'rs. Swoope, jr., James M. Bell, William Williams, Matthew Wilson, sen., John Ashman, John Lutz, John Long, William Pymon, Samuel Findlay, John Blair, General Samuel Dunn, Thomas G. M'Culloch, Nathaniel Kelley, Dr. Jacob Hoffman, Jacob Miller, Benjamin Elliott, Kinsey L. Green, Abraham Wright, Caleb Greenland, John Stever, William M'Gee, James Entriken, Nathaniel Greenland, Elija Corbui, Esq., George Hudson, John Parks, George McCulloch, William H. Keating, William S. Spackman, John Price Wetherill, Joseph MIlvaine, Henry White, James M⚫Murtrie, Simon Gratz, Bela Badger, Dr. John A. Elkinton, John Townsend Smith, of Philadelphia, and John M‹Cahan, Jacob Africa. Dr. John Henderson, Robert Allison, Henry L. M Connell, William Steel, sen., Patrick Given, Martin Graffius, and John Simpson, of Huntingdon, Thomas Carson, John D. Work, David Fullerton, and James Dunlop, of Franklin county, be and they are hereby appointed commis sioners to do and perform the several things hereinafter mentioned, that is to say: they, or any five of them, shall a sufficient number of suitable books, and in each of To procure ter as follows, viz: “ We and each of us whose names books. eunto subscribed, do promise to pay to the directors Form of sub Huntingdon and Chambersburg railroad company, the scription. fifty dollars for every share of stock set opposite to pective names, and by us respectively subscribed, in anner and proportions, and at such times and places be determined and directed by the said directors, suance of an act entitled An act authorizing the or to incorporate the Huntingdon and Chambersburg = company;' Witness our hands, the day of , Anno Domini, one thousand eight hundred and ;" and shall thereupon, give at least twenty days s notice, in three newspapers printed in the county Notice. tingdon, and in three newspapers printed in the of Franklin, and in two or more of the daily papers in the city of Philadelphia, of the times when, and ces where some one or more of the aforesaid commiswill attend, and receive subscriptions from all per- Who may lawful age who shall offer to subscribe in said books, subscribe. hall be kept open for the purpose aforesaid, at least rs in every juridical day, for the space of six days, or ere shall be subscribed in the said books two thousand and if at the expiration of six days, the books afureall not have the number of shares aforesaid therein ed, then the said commissioners, at their discretion, journ from time to time, and transfer the books elseuntil the whole number of shares aforesaid shall be bed, of which adjournment and transfer, the commisaforesaid shall give such public notice as the occasion em to require, but no subscription shall be valid, $5 to be paid he person so subscribing, shall pay to the said com-at the time of ers, at the time of making the same, the sum of five subscribing. on each share, for the use of the company. ION 2. When two thousand shares or more shall be When letters subscribed, and five dollars on each share paid to patent shall ninissioners, the said commissioners, or a majority of issue. all certify the same, under oath or affirmation, to the or of this commonwealth, and on the receipt of such te, the Governor shall, by letters patent, under his id the seal of the commonwealth, create and erect cribers, and if the subscription be not full at the en those also who shall thereafter subscribe to theimber of shares aforesaid, into a body corporate and in deed and in law, by the name, style and title of Name, style Huntingdon and Chambersburg railroad company," and title." he same name the subscribers shall have perpetual on, and all the privileges, franchises and immunities Privileges & to a corporation, may sue and be sued, implead and powers. eaded, in all courts of record and elsewhere, may Seal. Proviso. purchase, receive, have, hold and enjoy, to them, their s cessors and assigns, lands, tenements and hereditame goods, chattels, and all estates, real, personal, or mixed what kind or quality soever, and the same from time to te may sell, mortgage, grant, alien and dispose of, and ma dividends of such portions of the profits as they may de proper, and also may make and have a common seal. the same alter or renew at pleasure, and generally to do and singular, the matters and things which to them it s lawfully appertain to do for the well being of the said poration, and the due management and ordering of the affl and business of the same: Provided. That nothing he contained shall be so considered and construed, as giving the said corporation any banking privileges, or any o liberties, privileges, or franchises, but such as may be ne sary or incident to the making and maintaining the railroad, and to the conveyance of passengers, and transportation of goods, merchandise and commodi thereon. Organization SECTION 3. For the management of the affairs of the of the comp'y corporation, nine directors shall be elected, by ball annually, by the stockholders of the said company, the to be delivered in person, or by proxy duly authoriz which directors shall appoint one of their own number t president, and shall respectively serve one year, or u other directors be elected, and shall have power to m such by-laws, rules, orders and regulations, not inconsist with the constitution and laws of the United States an this commonwealth, as may be necessary for the well or ing of the affairs of the said company: Provided, That but stockholders shall be eligible to be elected directors that every such election, and in all other cases in which stockholders shall be called upon to vote, each share of shall be entitled to one vote, and also, that in all cas elections for directors, the nine stockholders having greatest number of votes, shall be declared duly electe Proviso. Right of suf frage. SECTION 4. No share of stock shall be entitled to a of suffrage, which shall not have been held three cale months prior to the day of election, nor unless it sh held by the person in whose name it appears, absolutely bona fide, to his own right, or in that of his wife, or fit or her sole use and benefit, or as executor or administra trustee or guardian, or in the right and for the use benefit of some copartnership, corporation, or societ which he or she may be a member, and not in trust for use and benefit of any other person; that no share or s held by transfer, shall be entitled to vote, unless ther shall have been transferred at least three months before election, and no share or shares shall be entitled to any election, or at any general or special meeting |