Clerk's fees. SEC. 85. The Clerk of the Court shall be entitled to a fee of ten dollars in every case instituted for the condemnation of lands under this Chapter; the same to cover all charges incident thereto prior to appeal, including all fees for recording, but not including costs of advertising; to which shall be added, in cases of appeal, an additional fee of two dollars, the same to cover all charges incident to the appeal; that the Sheriff shall be entitled to a fee of one dolSheriff's fees. lar and mileage at the rate of five cents per mile for each service of notice or other paper; and, for the summoning of jurors, the same fee by law allowed for the summoning of jurors for the Courts of Common Pleas; and the jurors shall be entitled to the same per diem and mileage by law allowed for attendance as jurors at the Courts of Common Pleas; all of which costs, except the costs of appeal, shall be paid by the person or corporation requiring the By whom paid. lands or right of way, and the costs of appeal shall, in all cases, be paid by the losing party. Jurors' fees. Penalty for to attend. SEC. 86. Any juror, duly summoned to attend at the time and failure of jurors place designated, who shall fail to attend, shall be proceeded against in the same manner, and be subject to the same penalties, which are or may be prescribed by law for default in attending as jurors at the Court of Common Pleas. Ib., § 12. 33. Debts not to exceed double amount 34 Liability for false certificates. 36. Property of stockholders may be 37. Officers or stockholders may re- 39. Corporations may issue bonds. Religious, Educational and Charitable 41. Incorporation of Protestant Episcopal Church Associations. Mechanical, Mining, Quarrying and Manufacturing Companies. SECTION 1. That three or more persons who shall have associated themselves together by articles of agreement, in writing, for the purpose of carrying on any mechanical, mining, quarrying or manufacturing business, and shall have complied with the provisions of this Chapter, shall be and remain a corporation, under any name indicating their corporate character, assumed in their articles of association, and which is not previously in use by any other corpo ration or company. SEC. 2. The purpose for and the place within which such corporation is established shall be distinctly and definitely specified in the articles of association, and such corporation shall not direct its operations or appropriate its funds to any other purpose. Ib., 3. SEC. 3. The first meeting of such corporations shall be called by First meeting. notice, signed by one or more of the persons named in such agreement, stating the time, place and purposes of the meeting, a copy of which shall, seven days at least before the meeting, be given to each member, or published in some newspaper printed in the County where the corporation is to be located. legality of questioned. Ib., 4. or SEC. 4. If doubts arise whether any such corporation is legally Proceedings if organized, the stockholders, at a special meeting called for the pur- ganization be pose, under their by-laws, or under the preceding Section, may, by vote, confirm such organization and all proceedings under it; and by so doing, and depositing one copy of such vote with the Clerk of the Court of Common Pleas for the County where the corporation is located, and one with the Secretary of State, such corporation, and the subsequent acts thereof, shall be held legal and valid, as if the original organization had been legal. By-laws. Officers. Ib., 6. How and when chosen. Ib., § 7. Number of Di reetcrs; dent. Ib., 28. SEC. 5. Every corporation so organized, and its officers and stockholders, may make by-laws not repugnant to the laws of the State, with penalty for the breach thereof not exceeding twenty dollars for each offense. SEC. 6. The business of the company or corporation shall be managed and conducted by a President, or Board of Directors, a Clerk, Treasurer, and such other officers and agents and factors as the company authorizes for that purpose. SEC. 7. The Directors, Clerk and Treasurer shall be chosen, annually, by the stockholders, and shall hold their offices until others are chosen and qualified in their stead. The manner of such choice, and the mode of the choice or appointment of all other agents, factors and officers of the company, shall be prescribed by the by-laws. SEC. 8. The number of the Directors shall not be less than three; Presi- one of them shall be chosen President by the Directors, or by the company, as the by-laws shall direct. Clerk; Treas. urer's bond. iv., ¿9. Proxies; quo rum. Io., 10. Capital stock. Ib.. § 11. Shares. 10., 12. SEC. 9. The Clerk shall be sworn, and shall record all the votes of the company in a book to be kept for that purpose, and perform such other duties as shall be assigned to him. The Treasurer shall give bond in such sum, and with such sureties, as shall be required by the by-laws, for the faithful discharge of his duty. SEC. 10. At all meetings of the company, absent stockholders may vote by proxy, authorized in writing, but no proxy shall be valid unless executed and dated within six months previous to the meeting at which it is used, if the maker thereof resides in the United States; and no person shall, as proxy or attorney, cast more than fifty votes, unless all the shares so represented by him are owned by one person; and no officer of the corporation, as proxy or attorney, shall cast more than twenty votes. Every company may determine, by its by-laws, what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting to constitute a quorum. If the quorum is not so determined, a majority in interest of the stockholders shall constitute a quorum. SEC. 11. The capital stock of every such company, the amount whereof has been fixed and limited by such company according to law, shall remain so fixed, subject to be increased or reduced pursuant to the provisions of this Chapter. SEC. 12. The amount of the capital stock of every such company not organized shall be fixed and limited by the company, and shall, at its first meeting, be divided into shares, of which a record shall be made by the clerk. bered; certincate SEC. 13. The shares shall be numbered, and every stockholder To be numshall have a certificate under the seal of the corporation, and signed ot. by the Treasurer, certifying his property in such shares as are expressed in the certificate. SEC. 14. The amount of capital stock of such corporation shall be fixed and limited in its articles of association. The corporation may increase or diminish its amount and the number of shares at any meeting of the stockholders specially called for the purpose; but the capital shall never be less than five thousand, nor more than three millions of dollars, and no share shall be issued for less than its par value. SEC. 15. Such corporation may, in its corporate name, take, hold and convey such real and personal estate as is necessary for the purposes of its organization; may carry on its business, or so much thereof as is convenient, beyond the limits of the State, and may there purchase and hold any real or personal estate necessary for conducting the same. Ib., 13. Diminution of amount of capi tal stock; shares less than par. not to issue for Ib., 14; 1871, XIV, 673, 1. May hold pro. perty without the State. 215. Certificate to be published and filed before com ness; also, after payment of in mencing busi stallments. SEC. 16. Before such corporation commences business, the President, Treasurer, and a majority of the Directors shall sign, swear to, publish three times in some newspaper printed in the town or County wherein such corporation is situated, and deposit with the Secretary of State, a certificate, setting forth the corporate Ib., 297, § 16. name and purpose of the association, the amount of the capital stock, the amount actually paid in, and the par value of the shares in the corporation, and shall file a copy thereof with the Clerk of the Court of Common Pleas, in the County wherein the corporation is situated, to be by him recorded in a book kept for the purpose. Within thirty days after the payment of any installment called for by the Directors, a certificate thereof shall be in like manner signed, sworn to, deposited, filed and recorded. or SEC. 17. When the capital stock and shares of any such corpo- Also when stock ration are increased or reduced, under the provisions of Section 14, is increased a certificate thereof shall be made, signed, sworn to, deposited and recorded in the manner aforesaid. SEC. 18. Shares may be transferred by the proprietor by an instrument in writing, under his hand, and recorded by the clerk of the corporation in a book to be kept for that purpose. The purchaser named in such instrument, so recorded, shall, on producing the same to the Treasurer, and delivering to him the former certificate, be entitled to a new certificate. reduced. Ib., 2 17. Transfer of shares. Ib., § 18. Assessments. SEC. 19. Every company may, from time to time, at a legal meeting called for the purpose, assess upon each share such sums of lb., ¿19. money as the company think proper, not exceeding, in the whole, the amount at which each share was originally limited, and such sums assessed shall be paid to the Treasurer at such times and by such installments as the company directs. No note or obligation given by the stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock. SEC. 20. If the proprietor of any share neglect to pay a sum sold for unpaid duly assessed thereon, for the space of thirty days after the time appointed for payment, the Treasurer of the company may sell at public auction a sufficient number of his shares to pay all assessments then due from him, with the necessary incidental charges. Stock may assessments. Ib., 20. be Sales and sold for unpaid assessments. Iv., 21. SEC. 21. The Treasurer shall give notice of the time and place transfer of stock appointed for such sale, and of the sum due on each share, by advertising the same three weeks successively before the sale, in some newspaper printed in the County where the corporation is established, and if there is no such paper, then in some newspaper printed in an adjoining County, and a deed of the shares so sold, made by the Treasurer, and acknowledged before a Trial Justice, and recorded as provided in Section 18, shall transfer said shares to the purchaser, who shall be entitled to a certificate therefor. Personal liab:lity of bers. Ib., 22. mem On payment of Certificate to be ter. SEC. 22. The members of every company shall be jointly and severally liable for all debts and contracts made by the company, until the whole amount of capital stock fixed and limited by the company in manner aforesaid is paid in, and a certificate thereof made and recorded as prescribed in the following Section. SEC. 23. The President and Directors, with the Treasurer and last installment, Clerk of such companies, shall, after the payment of the last infiled with Regis- stallment of the capital stock, make a certificate, stating the amount Ib., 298, 23. of the capital so fixed and paid in, which certificate shall be signed and sworn to by the President, Treasurer, Clerk, and a majority of the Directors, and they shall cause the same to be recorded in the office of the Register of Mesne Conveyances for the County wherein the corporation is established. To file certifi ing capital stock. Ib., ¿ 24. SEC. 24. If a company increases its capital stock, as before procate on increas- vided in this Chapter, the officers mentioned in the preceding Seetion, after payment of the last installment of such additional stock, shall make a certificate of the amount so added and paid in, sign and swear to the same, and cause it to be recorded in the manner therein provided. cases. Liability of SEC. 25. If any of said officers refuse or neglect to perform the officers in certain duties required of them in the two preceding Sections, they shall be jointly and severally liable for all debts of the company con tracted after the expiration of thirty days from the payment of the last installment and before such certificate is so recorded. Ib., 25. SEC. 26. If a corporation diminish its capital stock, as hereinbe |