III. The shares of stock held by the bank, whether absolutely or as Security. collateral security, with their number and value.

IV. The debts owing to said bank, and the amount of said debts that Debts collectable. are then collectable.

V. The amount of debts owing by the said bank, with the amount of Debts.

notes or bills in circulation, amount of deposites and all other liabilities, Deposites, &c. together with the amount of its loans and discounts, and of specie on

hand.

VI. A particular account of the losses of the corporation, and the Losses. cause of its insolvency.

SECTION 15. An accurate list of the names and residence, and the List of stockamount of stock held by each stockholder in said bank, at the time of, holders. and for six months prior to, the time of the said delinquents.

SECTION 16. If the court shall be in session when the said statement Statement to be is filed, the same shall be immediately presented to the court by the presented to court said directors, for examination, and if the court should not be in session at such time, then the said statement shall be presented upon the first day of the session of the court thereafter; and it shall thereupon be the duty of the court to appoint three competent auditors, who shall be duly sworn or affirmed, to make a strict investigation of the affairs of such bank, the accuracy and fairness of the statement thus presented to the court, and to perform their duties with fidelity.

SECTION 17. The auditors thus appointed, shall have power to com- Auditors' powers, pel the production of the books and papers, and to subpoena and examine the directors and officers of the said bank, and generally to have and exercise all the authority now conferred on auditors by the existing laws, and after having performed their duties, they shall report to the court the result of their investigation; and in case they report that the insolvency was fraudulent, it shall be their duty also to ascertain and report the amounts due from the several directors, according to the liabilities imposed by the provisions of this act.

SECTION 18. The said court shall thereupon proceed to the investi- Investigation of gation of the matters contained in said report, and shall determine fraud by court. whether the insolvency of said bank was fraudulent or otherwise, or if they deem it necessary for the purposes of justice, may direct an issue at the request of any person interested, to try the fact, of fraudulent insolvency; and if the judgment of the court, upon the report of the auditors, or upon the verdict rendered upon such issue, should be that the insolvency of such bank was fraudulent, then, and in such case, the said court shall proceed to decree against the directors the amount due from each, according to their several liabilities; and the said court of common pleas, for the purpose of carrying into effect the provisions of this act, shall have the same powers and authorities to obtain the appearance of persons, thus made amenable to their jurisdiction, and to compel obedience to their orders and decrees, and enforce execution thereof, as are now by law vested in the said courts, in cases of trusts.

SECTION 19. So much of any act or acts of assembly, as are hereby Repeal altered or supplied, be and the same is hereby repealed.

APPROVED-The twenty-ninth day of April, one thousand eight hun

dred and forty-four.

DAVID R. PORTER

No. 318.

AN ACT

To reduce the state debt, and to incorporate the Pennsylvania canal and railroad company.

SECTION 1. Be it enacted by the Senate and House of Represen tatives of the Commonwealth of Pennsylvania in General Assembly met, and it is hereby enacted by the authority of the same. That Extent of works the railroad leading from Philadelphia to Columbia, and the Eastern offered for sale. 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, be offered for sale for the sum of twenty millions of dollars, which sum shall form the capital stock of a company to be incorporated as hereinafter provided, by the name of the Pennsylvania canal and railroad company; and the capital stock of the said company shall be divided into shares of one hundred dollars each, making the whole number of shares of the Pennsylvania canal and railroad company aforesaid, two hundred thousand shares.

Name.

Shares.

Commissioners.

SECTION 2. That Thomas P. Cope, Robert Toland, Thomas C. Rockhill, Benjamin W. Richards, Robert Patterson, Frederick Fraley and Jacob E. Hagert, of the city of Philadelphia, John Stallman, Thomas M'Cully, Jacob Shearer, Isaac W. Norris, Augustine Stevenson, Benjamin Moore and Alexander Cummings, of the county of Philadelphia, John G. Lowry of Centre county, Joel K. Mann of Montgomery county, Philip Dougherty of Dauphin county, William Darlington of Chester county, George Harrison of Bucks county, Harmar Denny, Charles Shaler, William Marks, James C. M'Cully and George R. White of Allegheny county, Reah Frazer and John Strohm of Lancaster county, John Kerr of Huntingdon county, George M. Hollenback of Luzerne county, Henry Welsh of York county, and Henry Flannery of Berks county, be and they are hereby appointed commissioners, whose duty it shall be, on receiving notice from the secretary of the commonwealth, to offer for sale the stock of the said commonwealth's Pennsylvania canal and railroad company, at public auction at the Merchants' exchange, in the city of Philadelphia, giving sixty days notice of the time and place of sale, by advertisement in such daily or weekly newspapers published in New York, Boston, Philadelphia, Baltimore, Washington, Pittsburg and Harrisburg, as the said commissioners shall direct; and the said advertisement shall be inserted in the said newspapers within thirty days after receiving said notice, and continue therein daily or weekly according as said papers may be published; and the said commissioners, or a majority of those who may be qualified agreeably to the provisions of this act, shall have power to act in the premises, and shall attend at the time and place of sale, and the said sale shall be conducted by them as hereinafter directed.

Secretary of the

duties. Auction.

Notice.

Sale.

First. The said commissioners shall put up and expose to sale. by public outcry, one share of the stock of the said company, which shall be sold to the highest bidder, at a price not less than one hundred dol

lars; and the person purchasing such share shall have the privilege to take the said share, or any number of shares of said stock, not exceeding one thousand, at the price per share bid for the one share so exposed and sold; and the said stock shall be paid for in the manner hereinafter provided.

Second. The purchaser or purchasers of said stock, at the time of Purchasers. the purchase thereof, shall pay in lawful money or certificates of loan, or certificates of indebtedness of this commonwealth, to the said commissioners, any premium or advance above the par value of the share or shares by him or them purchased; and if the bid or bids do not exceed the par value of the shares thus purchased, then the purchaser or purchasers thereof, shall pay five dollars in money, or certificates of loan, on account and in part of the price of each share so purchased, and on the payment thereof, the purchaser or purchasers shall be entitled to subscribe for the stock so purchased, as hereinafter provided; and if any purchaser shall fail to pay as aforesaid, the commissioners shall re-sell the stock purchased by him, and he shall be liable for any loss which the commonwealth may sustain by reason of his non-compliance with the stipulations aforesaid, and five per cent. additional on the amount thereof. And the said stock shall continue to be exposed to sale, from day to day, (Sundays excepted,) until the whole of the said stock shall be sold, or until there shall be no more bids for the same; and the said commissioners shall have full power to make all such regulations as may be necessary and proper for facilitating the sale of the said stock, and for carrying the provisions of this act into full effect; and they shall render to the state treasurer, within twenty days after the sale shall have closed, a full and correct account and statement of the same.

Third. The said commissioners, or such of them as shall act in the Commissioners' premises, shall, before they proceed to the performance of their duties, oath. be respectively sworn or affirmed, before an officer competent to administer oaths, well, truly and faithfully, to perform the duties enjoined upon them by this act.

Fourth. The said commissioners shall procure a suitable book or books, which shall be opened at the Merchants' exchange, in the city of Philadelphia, and such other places as they shall designate, in which they shall enter as follows: "We, whose names are hereunto subscri- Form of subscripbed, do promise to pay to the commonwealth of Pennsylvania, the tion. sum of one hundred dollars for every share of stock set opposite to our respective names, in money or certificates of loan of the said commonwealth, at our option, in case one hundred and fifty thousand shares shall be subscribed, in pursuance of an act, entitled "An Act to reduce the state debt, and incorporate the Pennsylvania canal and railroad company," to the stock of the Pennsylvania canal and railroad company. Witness our hands and seals, the day of

one thousand eight hundred and forty And when the said number of shares shall have been subscribed, it shall be the duty of the said commissioners, or a majority of those who may be qualified, as herein provided, to give two weeks notice, in such papers as they shall deem proper, for the information of the subscribers, when and where the said book or books will be opened to receive sub- Subscriptions. scriptions; and five or more of the said commissioners shall attend at such time and place, and furnish an opportunity to all persons of lawful age, and bodies corporate, to subscribe in the said book, for such shares of stock as were purchased by such persons and bodies corporate, in the manner hereinbefore provided; and the said book or books, shall be

Proviso.
Price.

Proviso.

Letters patent.

Proviso.

tion.

kept open at least six hours in every day, (Sundays excepted,) for the term or space of twenty days, and if the whole number of shares of stock shall not have been sold at the time and place fixed upon, the said commissioners shall, in the said notice, state the number of shares which remain unsold, and likewise make known that subscriptions will be received for the same, at a price per share, which they are hereby authorized to fix: Provided, That such price shall not be higher than the highest price or sum, nor lower than the lowest price or sum bid at the sale aforesaid, and they shall receive subscriptions for the same within the time aforesaid, and until there shall be subscribed two hundred thousand shares, if subscriptions to that amount can be obtained within three months from the time the said books were first opened; and the said commissioners shall have power to adjourn from time to time, and from place to place, during the said term, and upon due notice, open the books for subscriptions, as aforesaid, at such other time and place as they shall deem expedient, for carrying into effect the sale of the said stock: Provided, That none of the said commissioners, shall either in their own names, or in the name of any other person, become purchasers of any of the stock at the sale authorized by this section.

Fifth. That when one hundred and fifty thousand shares or more of the said stock shall have been subscribed, and the money paid, or certificates of loan of this commonwealth transferred in the manner directed by the fifth section of this act, upon such notice and within the time therein prescribed, the said commissioners shall certify the same to the governor, with the names of the said subscribers, and the number of shares subscribed by each; and the governor being satisfied of the facts shall, by letters patent, create and erect the said subscribers, and those who shall thereafter subscribe, into a body politic and corporate, in deed and in law, by the name of the "Pennsylvania canal and railroad comwith all the powers and authority, franchises and privileges, and subject to the same restrictions, rules, regulations and limitations as if incorporated under the succeeding provisions of this act: Provided, That if after the time limited for the sale of the said stock by auction as aforesaid, and after the proceedings hereinbefore directed shall have been fairly made, and every effort to sell the same shall have failed wholly, or in part, the said commissioners shall take such further proceedings in reference to the same, as are hereinafter directed-That is to say:

SECTION 3. That the said commissioners, or any five qualified as aforesaid, shall, as soon as practicable, procure a book or books, which shall be opened at the Merchants' exchange, in the city of Philadelphia, for subscription to the stock of the Pennsylvania canal and railroad company, proposed to be incorporated as aforesaid, and as herein Form of subscrip- provided, in which book shall be written as follows, to wit: We, whose names are hereunto subscribed, do severally promise to pay to the commonwealth of Pennsylvania, the sum of one hundred dollars for every share set opposite to our names, respectively, as subscribers to the stock of the Pennsylvania canal and railroad company, in money or certificates of stock of the said commonwealth, at our option: Provided, That three-fourths of the whole number of shares of the said stock shall be subscribed for in pursuance of an act, entitled "An Act to reduce the state debt, and incorporate the Pennsylvania canal and railroad company," before the incorporation of the said company: And provided, That upon the settlement of the purchase money for the said stock, we shall have such credits, respectively, for the amounts paid by us to the commissioners as will make our obligations, together with the

amounts so paid to the commissioners, equal to the whole price bid by us, respectively, for the stock at the public sale.

day of

Witness our hands and seals, this one thousand eight hundred and forty And the said commissioners shall give not less than twenty days notice, which shall be published in the same daily or weekly newspapers, and in the same manner as directed in the second section of this act, of the time and place of opening the said book or books, and shall permit any person or persons of lawful age,

or bodies corporate, to subscribe, in their own name or names, for one Subscriptions. or more shares of the said stock, and the said book shall be kept open at least six hours every day, Sundays excepted, for the space of twenty days, unless the whole capital stock of the said company shall be sooner subscribed: Provided, however, That if three fourths of the whole Proviso. number of shares shall be subscribed within the time aforesaid, the said company shall be incorporated as hereinafter provided; and if the said number of shares shall not be subscribed within the time aforesaid, the said commissioners may adjourn from time to time, and upon reasonable notice shall open the said book or books for further subscriptions, at such other place or places as shall be designated, and keep open the same until three-fourths of said number of shares or more shall be subscribed, if such subscription can be had: Provided further, That any person or persons, or bodies corporate, who shall have purchased any share or shares of the said stock at sale by auction, under the preceding provisions of this act, shall have preference in subscribing for the same under the provisions of this section; and if there be subscribed a greater number of shares than there are shares of stock created by this act, such excess shall be stricken off from those subscribed without purchase, so as to secure to the persons, or bodies corporate, who purchased shares, the whole number purchased by them as aforesaid.

SECTION 4. The amount directed to be paid by the purchaser or pur- Purchasers. chasers at the time of the purchase of the shares of stock by the second section of this act, shall be refunded by the said commissioners on demand, if the amount of stock, required by the said section, shall not be taken and subscribed within four months from the time the books of subscription shall have been first opened.

SECTION 5. That when three-fourths or more of said number of shares of stock shall be subscribed as aforesaid, the commissioners shall give notice by publication or otherwise, as they may deem expedient, of that fact to the subscribers, and that they will be required to transfer or cause to be transferred to the commonwealth of Pennsylvania, cer- Certificates of tificates of loan of the said commonwealth, to the amount respec- loan. tively subscribed by them, within ninety days thereafter, or pay the amount thereof in money to the state treasurer; and upon the expiration of the ninety days, the said commissioners or any five of them, shall certify to the governor, the names of the subscribers and the number of shares subscribed by each, whereupon the governor shall, if he be satisfied that certificates of stock to the amount aforesaid, have been transferred, or the money paid as aforesaid, by letters patent, under Letters patent. his hand and the seal of the commonwealth, create and erect the subscribers who have complied with the terms of the subscription, into a body politic and corporate, in deed and in law, by the name, style and title of "the Pennsylvania canal and railroad company;" and by Name.

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 Powers and priand elsewhere, and to purchase, receive, have, hold and enjoy, to them vileges. and their successors, lands, tenements and hereditaments, goods, chat