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Cornell University Library 
 
 KFP210.E13 1908Suppl. 
 
 A cumulative supplement to the second ed 
 
 3 1924 017 920 319 
 
A CUMULATIVE SUPPLEMENT 
 
 TO THE SECOND EDITION OF 
 
 Eastman 
 
 ON 
 
 PrivateCorporations 
 
 IN PENNSYLVANIA. 
 
 CONTAINING 
 
 All Laws Relative to Private Corporations in Pennsylvania, 
 
 OTHER THAN RaILROAD AND CaNAL COMPANIES, EnACTED AT 
 
 THE Sessions of the General Assembly of 1909, 1911 
 
 and 1913, AND ALL REPORTED DECISIONS OF THE 
 
 Courts Relating to the Same Subject from 
 
 THE Date of Publication of Said Work 
 
 to THE First Day of October, 1913. 
 
 TO WHICH IS added 
 
 The Act of July 26, 1913, Establishing a Public Service 
 
 Commission, and a Table of all Statutes Contained in 
 
 THE Original Work and in This Supplement 
 
 BY 
 
 FRANK M. EASTMAN. 
 
 PHILADELPHIA: 
 GEORGE T. BISEL COMPANY. 
 
 Law Publishers, Booksellers and Importers. 
 1913. 
 
Copyright, 1913, 
 
 BY 
 
 GEORGE T. BISEL CO. 
 
PREFACE. 
 
 This cumulative supplement contains all acts of assembly en- 
 acted, and all reported decisions of the courts relating to private 
 corporations in Pennsylvania, other than railroad and canal com- 
 panies, from the date of the publication of the Second Edition of 
 Eastman on Private Corporations in Pennsylvania to the first 
 day of October, 1913, and hence includes everything contained 
 in the Supplements of 1909 and 191 1. 
 
 Except as stated below, the various acts and decisions are given 
 in sections numbered to correspond with the sections treating of 
 the same subjects, respectively, in the original work. The reader 
 consulting a given section in said work has merely to refer to the 
 section of the same number in this supplement for any acts 
 passed or decisions reported since the publication of the said work 
 relative to the subject matter of said section. If no section num- 
 ber be found in the supplement corresponding with the number 
 of the section which he has been consulting, he will know that 
 there are no new acts or decisions relating to the subject matter 
 of such section. Should the reader, however, wish to use the 
 supplement without referring to the original work, he will find it 
 carefully indexed and accompanied by a table of cases. 
 
 Owing to the enactment at the Session of 191 1 of numerous 
 and voluminous acts revising the laws relative to insurance com- 
 panies, it proved impracticable to follow the above plan in so 
 much of this Supplement as relates to such companies, and these 
 new provisions of law are inserted at the end of the supplement 
 and given new section numbers. The new matter is, of course, 
 appropriately indexed. 
 
 Various matters omitted from the original work, either through 
 inadvertence or because of reasons which do not now seem to 
 the writer to be sufficient, have been inserted in this supplement. 
 
 "The PubHc Service Company Law" of July 26, 191 3, P. L. 
 1374, is substituted herein for the Act of May 31, 1907, P. L. 327, 
 creating the Pennsylvania Railroad Commission, the said Act of 
 1907 having been repealed by the first named act. 
 
 This Supplement also contains a table of all the statutes cited 
 in the original work and in the supplement itself. 
 
 Haerisburg, October i, 1913. 
 
A CUMULATIVE SUPPLEMENT 
 
 TO THE SECOND EDITION OF 
 
 Eastman on Private Corporations 
 in Pennsylvania 
 
 43. Corporations are "Persons." 
 
 Corporations are not persons, however, within the meaning of 
 the Act of March 30, 1905, P. L. 76, relative to foreign attach- 
 ment.^ 
 
 The Act of April 29, 1874, P. L. 73, does not authorize the for- 
 mation of corporations having a membership of artificial persons, 
 like corporations, or artificial quasi-persons, like firms ; ^ nor may 
 a corporation of the first class be formed under the provisions of 
 said act, with a provision in its charter or by-laws that its mem- 
 bership shall consist of an individual member of any firm or cor- 
 poration, or any individual in the business of supplying commodi- 
 ties in the decorative trades, but that only one individual member 
 of any firm or corporation shall be entitled to membership.^ 
 
 44. Bevocation or Alteration of Charters. 
 
 While the Legislature is permitted to alter or revoke charters, 
 it is prohibited from doing so in such manner that injury will be 
 done to the corporators. Whether the Legislature has attempted 
 to enact a measure prohibited by the Constitution is for the 
 courts ; whether injustice has been done in any particular case is 
 inherently and necessarily a judicial question.* 
 
 An act fixing the rate which may be charged by railroad com- 
 panies for the transportation of passengers, which by its opera- 
 
 (i) Cantor v. Kraft Mfg. Co., 18 D. R., 118 (1908). 
 
 (2) In re Decorative Trades Association of Phila., 18 D. R., 180; 36 
 Pa. C. C, 115 (1909) ; Real Estate Board of Brokers, 3 Berks, 374 (1911) ; 
 21 D. R., 59. 
 
 (3) In re Decorative Trades Association of Phila., 18 D. R., 503 (1909). 
 
 (4) Penna. R. R. Co. v. Philadelphia County, 220 Pa., 100 (1908). 
 
^ PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 tion reduces the returns to the shareholders of a particular rail- 
 road company to such an extent as to render their property un- 
 remunerative, may not be enforced against such company.** 
 
 45. Collateral Attacks on Charters — Be Facto Corporations. 
 
 A person whose land has been condemned under the right of 
 eminent domain may not question the existence of the condemn- 
 ing corporation on the ground that the act under which it is in- 
 corporated is unconstitutional.' 
 
 Where a railroad company is formed by the consolidation and 
 merger of two other companies, a private suitor may not attack 
 the validity of a special act incorporating one of the companies, 
 because of a deficiency in its title. Such question may be raised 
 only by the Commonwealth in a direct proceeding for that pur- 
 pose." 
 
 Whether a corporation has forfeited its charter, because of its 
 not having completed its organization and exercised its franchises 
 within the statutory time from the date of its charter, may not 
 be determined in a collateral proceeding, but only by a direct 
 proceeding to which the Commonwealth is a party, and a court 
 will not inquire, on petition of a railroad company for approval 
 of a bond for damages for the taking of land by eminent domain, 
 into its right to take the land.'' 
 
 46. Attacks on Special Franchises. 
 
 The earlier cases seem to hold that attacks on special franchises 
 must be confined to an inquiry whether the franchise in question 
 was conferred upon the corporation by its charter and, if the 
 franchise proves to have been so conferred, the question whether 
 the charter was originally invalid, had been forfeited or the fran- 
 chise in question depended upon conditions which had not been 
 complied with could be inquired into only by a proceeding insti- 
 tuted by the Commonwealth. The law seems to have been es- 
 tablished otherwise by later cases : 
 
 "When a citizen finds his property or his rights in danger of 
 being injured or invaded by the acts of a corporation, the Act of 
 1871 gives him the right, without waiting for the assistance of the 
 
 (4*) Penna. R. R. Co. v. Phila. County, 220 Pa., 100 (1890). 
 
 (5) Burkhard v. Penna. Water Co., 234 Pa., 41 (1912) ; 58 Pitts., 338 
 (1910). 
 
 (6) Yeingst v. Phila., H. & P. R. R. Co., 40 Pa. Super. Ct., 106 (1909). 
 
 (7) Lancaster & Northern R. R. Co.'s Application, 27 Lane, 257 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 3 
 
 Commonwealth, to challenge the authority of the corporation to 
 the possession of 'the right or franchise to do the act from 
 which such alleged injury to private rights results.' The cor- 
 poration thus challenged must show its authority, and if such au- 
 thority fails at any point the defense fails. What the plaintiff 
 complains of is a want of authority to do the thing complained 
 of, and complete present existing authority must be shown to 
 support the right asserted : Germantown Pass. Ry. Co. v. Citi- 
 zens' Pass. Ry. Co., 151 Pa., 138. 
 
 "In some of the earlier cases effort was made to stretch the 
 act to confer on private parties the authority previously exer- 
 cised by the Commonwealth to inquire into the abandonment or 
 forfeiture of franchises, but it was held that the act did not con- 
 fer on the individual the general authority of the Commonwealth, 
 but that under it the inquiry must be restricted to the existence of 
 franchises as shown by the charter : Western Penna. R. R. Co.'s 
 Appeal, 104 Pa., 399. Hence the terms of the grant in the char- 
 ter were usually spoken of as the test of the validity of the cor- 
 poration's action, and so far as the grant is concerned that is 
 still as it always has been the conclusive test. But it was never 
 decided or intended to be that the failure of the grant could not 
 be shown either from the charter, itself or aliunde. Thus in the 
 case last cited it was held that the complainant might show from 
 the charter that the franchise had lapsed or expired, and the 
 cases on passenger railways cited supra, rest on proof outside of 
 the charter that other legal requirements for the validity of the 
 challenged action were wanting. The language of the charter 
 therefore is not the sole test of the validity of the acts complained 
 of. The purpose of the Act of 1871 was to enable individuals to 
 protect their private property and rights against unlawful and 
 unauthorized interference by corporate action directly and with- 
 out the necessity of invoking the aid of the Commonwealth. The 
 injury to the complainant is the same whether the illegality or 
 want of authority arises from the charter or otherwise. What he 
 challenges is the existence of present lawful authority to do the 
 thing that injures him, and to that end he may avail himself of 
 any defect in the authority set up, however arising." '* 
 
 (7*) Edwards v. Pitts. Junction R. R. Co., 215 Pa., 597 (1906) ; Wilson 
 c. Bell Telephone Co. of Pa., 20 D. R., 1123; 3 Berks, 263 (1911)- 
 
4 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 A later case * is not necessarily in conflict with the law as laid 
 down in the above cited case. In the latter case the right of the 
 defendant company to condemn the lands in question was chal- 
 lenged on the ground that the company intended to use the land 
 for a private and not for a public use. The court below found 
 that the railroad company was incorporated under the Act of 
 April 4, 1868, and its supplements, thus having the right of emi- 
 nent domain, that public necessity demanded the construction 
 and operation of a road, and that the road was in fact being oper- 
 ated for public use. On appeal the opinion of the Supreme 
 Court says : 
 
 "But these matters at law are only incidental to the real ques- 
 tion involved, which is. Has the defendant company by whomso- 
 ever owned and operated, constructed a railroad or is it con- 
 structing one for public use as a common carrier? The finding 
 of the learned court below settles this question, and we see no 
 sufficient reason to disturb it." 
 
 The statement in the opinion of the Supreme Court that 
 
 "Questions growing out of the exercise of the powers granted 
 cannot be raised in a proceeding under the Act of June 19, 1871, 
 P. L. 1360, under which the inquiry is always limited to a con- 
 sideration of the question. Does the corporation possess the 
 power to do what it is attempting to do, and not whether it is 
 exercising its powers in an improper manner," is, therefore, an 
 obiter dictum, it appearing from the opinion of the court below 
 that that court had found that the defendant company was exer- 
 cising its powers in a proper manner. 
 
 It is difficult to reconcile this dictum of the Supreme Court 
 with the language of that court in Edwards v. Pgh. Junction 
 R. R. Co., supra. If a plaintiff have the right to challenge "the 
 existence of present lawful authority to do the thing that in- 
 jures him, and to that end he may avail himself of any defect in 
 the authority set up, however arising," it would seem that he 
 may challenge the exercise of a power in an "improper [unlaw- 
 ful] manner." How can a defendant show a "complete present 
 existing authority" to exercise its powers "in an improper man- 
 ner"? 
 
 (8) Vinton Colliery Co. v. Blacklick & Yellow Creek R R. Co., 226 Pa., 
 131 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 5 
 
 The syllabus of another case' is in part as follows : 
 
 "Complainant in a bill in equity to restrain a water company 
 from condemning land cannot [may not] question the consti- 
 tutionality of the act under which the defendant company was 
 incorporated. This can only be done [be done only] in a 
 direct proceeding in which the Commonwealth is a party," but 
 this is taken from the opinion of the court below, and later in 
 the same opinion the court finds that the defendant company did 
 have the right questioned, and the opinion of the Supreme 
 Court is based on the proposition that the defendant company 
 did possess the power challenged. 
 
 The decision in another case^" seems, however, to be con- 
 trary to the law laid down in Edwards v. Pitts. Junction R. R. 
 Co., supra. In the latter case the court holds that if the validity 
 of the charter of the defendant company could be questioned, 
 because of a defect in the title of the act incorporating the 
 company, this might be done only by the Commonwealth in 
 a direct proceeding instituted for that purpose, but it would 
 seem that a defendant company could not show a "complete pres- 
 ent existing authority to support the right asserted," by showing 
 as its authority only an act which in its title is constitutionally 
 defective. 
 
 The Act of June 19, 1871, P. L. 1360, gives to a citizen who 
 finds his property or rights in danger of being injured or invaded 
 by a corporation the right, without waiting for the assistance 
 of the Commonwealth, to challenge the authority of the corpora- 
 tion to the possession of "the right or franchise to do the act 
 from which such alleged injury to private rights results." The 
 corporation thus challenged must show its authority, and if it 
 cannot do so, the defense fails.^^ 
 
 The charter of a bridge company contained a provision that 
 certain net profits should be set aside as a fund for freeing the 
 bridge, and that when the said fund was sufficient the bridge 
 should become free. A bill was filed by certain citizens and tax- 
 
 (9) Burkhard v. Penna. Water Co., 234 Pa., 41 (1912). 
 
 (10) Yeingst v. Phila., Hbg. & Pgh. R. R. Co., 40 Pa. Super. Ct., 106 
 (1909). The decision in Lancaster & Northern R. R. Co.'s Application, 
 27 Lane, 257 (iQio) seems also to be contrary to the law laid down in 
 Edwards v. Pgh. Junction R. R. Co. See Whipple v. Bowen, 5 Lehigh 
 
 C. L. J., 25 (1913). 
 
 (ii) Wilson V. Bell Telephone Co. of Penna., 3 Berks, 263 (igii) ; 20 
 
 D. R., 1123. 
 
6 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 payers under the Act of June 19, 1871, asking the court to de- 
 termine whether such redemption fund had equalled the value 
 of the bridge, and, if so, to declare the bridge free. The bill 
 did not allege any special damage to the plaintiffs different from 
 that sustained by other citizens in general. Held, that in the 
 absence of special damage only the Commonwealth had power 
 to institute such proceedings.^^ 
 
 A corporation whose period of existence is limited by its 
 charter, is dissolved ipso facto upon the expiration of the term 
 limited, without any action by the Commonwealth or a court, 
 and is then a corporation neither de jure nor de facto, even 
 though it assumes to exercise corporate powers. ^^ 
 
 51. Kinds of Corporations Included in Class 1. 
 
 Clause 3 of Section 2 of the Act of April 29, 1874, providing 
 for the incorporation of corporations for "the support of any 
 literary, medical or scientific undertaking, library association, 
 or the promotion of music, painting or other fine arts," is not 
 repealed by the Act of June 14, 1887, P. L. 383." 
 
 53. Certificate of Incorporatioiu 
 
 Sec Section 71. 
 54a. Acknowledgment of Articles of Association. 
 
 A charter will not be granted where the articles of associa- 
 tion are acknowledged before a notary public who is one of 
 the signatories. ^° 
 55. Income to be Limited. 
 
 A testatrix gave the residue of her estate equally to four 
 religious and charitable corporations. At the time of her death 
 two of these corporations held assets equal to or exceeding the 
 amounts which their respective charters authorized them to hold. 
 After her death the powers of said corporations were enlarged 
 by decree of court, and at the time of the adjudication in the 
 estate each was authorized to receive an annual income in ex- 
 cess of what would be realized from one-fourth of the residuary 
 estate of the testatrix. Held, that the next of kin of the testa- 
 
 (12) Tilbury v. Bridge Co., 57 Pitts., 589 (1910). 
 
 (13) Com. V. East Brady Caloric Co., 16 Dau. Co. Rep., 170 (1913). 
 
 (14) Arts and Crafts Guild of Philadelphia, 20 D. R., 584 (1911). 
 
 (15) Real Estate Board of Brokers, 3 Berks, 374 (1911) ; 21 D. R., 59. 
 See Sect 71. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 7 
 
 trix had no standing in court to object to the awarding of said 
 one-fourth of the residuary estate to either of such corporations 
 on the ground of incapacity to take the estate.^' 
 
 57. Incorporators. 
 
 Persons under twenty-one years of age may not be incor- 
 porators." 
 
 59. Bequisites of the Charter — Corporations of the Pirst Class. 
 
 An appellate court will not review the decision of a lower 
 court in granting a charter to the St. Joseph's Beneficial Society 
 of Columbia, Pa., exceptions to the granting of which were 
 filed by a member of the St. Joseph's Roman Catholic Bene- 
 ficieJ Society of Columbia, where there is nothing to show that 
 the decree involved an abuse of discretion.^' 
 
 A charter was refused to a proposed corporation to be known 
 as "City Lodge No. 17, Improved Benevolent Order of Elks of 
 the World" on the objection of the "Pittsburgh Lodge No. 11, 
 Benevolent and Protective Order of Elks," it appearing from 
 the evidence that the similarity of names had already led to 
 confusion in connection with mail deliveries, telephone messages, 
 etc., at the club houses of the two associations, and that the 
 members of the lodge applying for charter were negroes, while 
 the membership of the objecting corporation was confined to 
 white persons.^" 
 
 A charter was granted to "The Veteran Volunteer Firemen's 
 Association of Shamokin, Pa.," against the objection that a 
 prior corporation was named "The Shamokin Volunteer Fire- 
 men's Relief Association."^" 
 
 A charter was granted to a proposed corporation for the 
 perpetuation of the history and memories of a local volunteer 
 fire department, the promotion of social intercourse among its 
 members, and the maintenance of a society for beneficial pur- 
 
 (16) Kortright's Estate (No. 2), 237 Pa., 143 (1912). 
 
 (17) Lady Foresters of America, 36 Pa. C C, S3i (1909); 18 D. R., 
 780. 
 
 (18) St Joseph's Beneficial Society of Columbia, Pa., 35 Pa. Super. 
 Ct., 80 (1907). 
 
 (19) Charter of Iron City Lodge, No. 17, Improved B. & P. O. E. of 
 the World, 39 Pa. Super. Ct., 365 (1909). 
 
 (20) Veteran Volunteer Firemen's Association of Shaniokin, Pa., 20 
 D. R., S3 (1910). 
 
8 
 
 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 poses from funds collected, to which persons who have been 
 members of a volunteer fire department for fifteen years shall 
 be eligible.^^ 
 
 A charter will not be granted where the certificate does not 
 indicate how the funds necessary for the conducting of the pro- 
 posed club are to be raised. ^^ 
 
 It seems that an association incorporated for the maintenance 
 of a club for social enjoyments, the charter of which does not 
 specifically grant the right to keep and dispense liquors to its 
 members, has no power to keep and dispense the same.^' 
 
 A charter was not refused to the "St. John's Beneficial Union," 
 because of the existence of a beneficial society known as the 
 "Commandery 29, Knights of St. John." ^* 
 
 60. Hetubersliip. 
 
 An application for charter of a corporation of the first class 
 under the Act of April 29, 1874, P. L. "JZ^ may be amended by 
 striking out a provision that members may be expelled for 
 causes prescribed in the by-laws. ^^ 
 
 A charter will not be granted to a corporation of the first 
 class where there is nothing in the certificate to show how the 
 membership is to be made up or continued.^* 
 
 A charter will not be granted when there is nothing in the 
 certificate to show how the membership of the proposed corpo- 
 ration is to be made up or continued.^' 
 62. Advertisement of Notice. 
 
 The advertisement of application for a charter need not show 
 the residences of the proposed members, nor the intended loca- 
 tion of the corporation nor where it proposes to hold its meet- 
 ings. It is sufficient if the notice be published for three weeks in 
 two newspapers of general circulation and (in Lancaster County) 
 
 (21) Veteran Volunteer Firemen's Association of Shamokin, Pa.. 20 
 D. R., 53 (1910). 
 
 (22) Reading Quoiting Club, 20 D. R., 28 (1910) ; 2 Berks, 137; Real 
 Estate Board of Brokers, 3 Berks, 374 (1911) ; 21 D. R., 59. 
 
 (23) Moose Home Association's Charter, 3 Berks, 135 (1910) ; Fourth 
 Ward Democratic Club, 20 D. R., 841 (1911). See Moose Home Associa- 
 tion Charter, 235 Pa., 404 (1912). 
 
 (24) St. John's Beneficial Union, 20 D. R., 503 (1910) ; 27 Lane, 359. 
 
 (25) Arts and Crafts Guild of Philadelphia, 20 D. R., 584 (1911). 
 
 (26) Real Estate Board of Brokers, 3 Berks, 374 (1911) ; 21 D. R., 59. 
 (,2'i) Real Estate Board of Brokers, 21 D. R., 59 (19") ; 3 Berks, 374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. Q 
 
 the Lancaster Law Review, setting forth the character and ob- 
 jects of the proposed corporation.^* 
 
 63. Charters Should be Filed in Prothonotary's Office. 
 
 While it is the better practice to file the proposed charter of 
 a corporation of the first class in the prothonotary's office be- 
 fore application is made to the court for the granting of the 
 same, there is no law requiring it, and a charter will not be re- 
 fused because not so filed, but in such case action on the appli- 
 cation will be deferred until full opportunity is given for an 
 examination.^' 
 
 A certificate of association was duly filed and notice of in- 
 tention to apply for a decree was duly advertised. Subsequently 
 the certificate was mislaid. Applicant petitioned to be allowed 
 to file a duplicate nunc pro tunc. Held, that a duly authenticated 
 copy of the certificate might be substituted for the one lost 
 from the files.'" 
 
 65. When a Charter Will Be Refused— Corporations of the First 
 Class. St 
 
 There is no authority in law for the incorporation of an asso- 
 ciation to procure the enactment of legislation on the subject 
 of mercantile taxes and to influence and watch legislation for the 
 protection of capital.''^ 
 
 A charter will not be granted to a beneficial association to 
 the membership of which only persons engaged in the retail 
 liquor business are to be eligible. Nor to an association having 
 two purposes, first, as a society for beneficial purposes, and, 
 secondly, to protect the individual interests of its members and 
 promote the interests of the retail liquor business in Phila- 
 delphia.'^ 
 
 A charter will not be granted to a subsidiary lodge of a national 
 fraternal organization, against which a large number of residents 
 of the vicinity remonstrate on account of the probable course 
 to be adopted at the lodge room relative to the supply of intoxi- 
 
 (28) St. John's Beneficial Union, 20 D. R., 503 (1910) ; 27 Lane, 359. 
 
 (29) St. John's Beneficial Union, 20 D. R., 503 (1910) ; 27 Lane, 359. 
 
 (30) Reading Quoiting Club, 20 D. R., 28 (1910) ; 2 Berks, 137. 
 
 (31) See Sec. 43. 
 
 (32) Business Association, 35 Pa. C. C, 475 (1908). 
 
 (33) Italio-Araerican Beneficial Retail Liquor Dealers' Assn., 19 D. R., 
 657 (1910) ; 37 Pa. C. C, 629. 
 
 2 
 
lO PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 eating liquors, the application and by-laws being silent upon 
 the subject and the petitioners having failed to file any stipula- 
 tion relative to the subject matter of the protest!" 
 
 An unincorporated social club whose members authorize the 
 sale of intoxicating liquors among themselves to assist in main- 
 taining it will be refused a charter.^^ 
 
 No law authorizes the incorporation of a club solely to ad- 
 vance and aid a particular political party.^* 
 
 A charter will not be granted where the certificate is defec- 
 tive in any of the following particulars : 
 
 (i) Where it states that the purpose of the proposed corpo- 
 ration is the maintenance of a club for social enjoyments, but 
 fails to state the nature of such enjoyments; (2) where the 
 manner of providing the revenues for the accomplishment of 
 its purposes is not set out; (3) where it does not appear upon 
 what basis membership in the corporation is to be acquired or 
 lost; (4) where the certificate contains a provision that in case 
 of dissolution the proposed corporation shall have power to 
 regulate the mode and manner in which its property shall be 
 divided."^ 
 
 A charter for a social and beneficial association will be re- 
 fused where the application therefor does not state specifically : 
 (a) the limit of income; (b) the method and means to be used 
 to encourage social and brotherly feeling, and (c) how mem- 
 bership is to be created and lost.^^ 
 
 An application for a charter for a social club will not be 
 approved where the proposed by-laws provide that less than a 
 majority of the stockholders shall constitute a quorum and the 
 election of new members is entrusted to a committee to be ap- 
 pointed by the president.^' 
 
 A charter will be refused to a corporation of the first class, 
 the purpose of which is stated to be "to facilitate negotiations 
 
 (34) Wilmerding Lodge Loyal Order of Moose, 19 D. R., 651 (1910) ; 
 37 Pa. C. C, 526. 
 
 (35) Fourth Ward Democratic Club, 20 D. R., 841 (1911). 
 
 (36) Fourth Ward Democratic Club, 20 D. R., 841 (1911). See, how- 
 ever, Forty-seventh Ward Republican Club, 17 D. R., 509 (1909) ; 2 Berks, 
 141. 
 
 (37) Moose Home Association, 19 D. R., 1131 (1910). 
 
 (38) Casoli Mutual Relief Society of Phila., 19 D. R., 543 (1910) ; 
 Moose Club of Chambersburg, 20 D. R., 449 (1910). 
 
 (39) Fourth St. Club, 18 D. R., 1039 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. II 
 
 in real estate, to take united action in legislative and municipal 
 matters relating to the interests of real estate, and to promote 
 friendship among its members."^" 
 
 A charter will be refused to a social club w^here it appears 
 that the incorporators are already associated together under 
 the same name as a subordinate lodge of a fraternal order.*^ 
 
 A charter will be refused for a military organization, the 
 members of which are to be non-sectarian citizens of Irish birth 
 or descent, not connected with the National Guard of Pennsyl- 
 vania nor subject to the military law and usage of the State and 
 National Governments.^^ 
 
 Chiropractic is a system of healing not recognized by the 
 laws of Pennsylvania. Hence a charter will be refused to peti- 
 tioners describing themselves as "Chiropractors," the purpose 
 of the proposed corporation being "to maintain a central or- 
 ganization that will keep those interested in said science in 
 Pennsylvania abreast of all research work and of the develop- 
 ment of said science in the various states and countries," espe- 
 cially where the petition shows an intent to organize subordinate 
 branches subject to the control of the body to be incorporated, 
 and authorizes a membership broad enough to include the entiie 
 community.*' 
 
 Applications for charter which set out more than one purpose 
 will be refused.** 
 
 66. Church Charter. 
 
 Whenever any particular church or religious congregation 
 within this Commonwealth shall be desirous of becoming incor- 
 porated as a corporation of the first class, for the purpose of 
 the support of public worship, it shall be lawful for the charter 
 thereof to contain a provision that the said church or congrega- 
 tion acknowledges itself to be a member of and to belong to 
 a specified church or religious denomination, and that as such 
 it accedes to, recognizes and adopts the constitution, canons, 
 or ecclesiastical laws, doctrines, discipline, and worship, of said 
 
 (40) Real Estate Board of Brokers, 3 Berks, 374 (1911) ; 21 D. R., 59. 
 
 (41) East Liberty Lodge, No. 58, Loyal Order of Moose, 21 D. R., 
 438 (1912). 
 
 (42) Company "D" Irish Volunteers, 21 D. R., 913 (1912). 
 
 (43) Chiropractors' Association of Penna., 22 D. R., 559 (1913). 
 
 (44) Charter Application, 21 D. R., 1125 (1912) ; 8 Sch. L. R., 179. 
 
12 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 specified church or religious denomination in the United States, 
 and the constitution and canons, or ecclesiastical laws, of the 
 diocese or district of said church or religious denomination, 
 embracing the whole or a part of the Commonwealth of Penn- 
 sylvania, with which the particular church or congregation is 
 or expects to be connected: Provided, however, That the said 
 constitution, canons, or ecclesiastical laws, doctrines, discipline, 
 and worship, be not inconsistent with the constitution or laws of 
 the United States or with the constitution or laws of the Com- 
 monwealth of Pennsylvania, and that they do not conflict with 
 the control of the property of the said corporation by the lay 
 members of said corporation.*^ 
 
 All provisions of the character hereinbefore specified which 
 now appear in the charter of any corporation for the support of 
 public worship heretofore granted, originally or by amendment 
 by the Supreme Court or court of common pleas, shall be deemed 
 and taken to be as valid to all intents and purposes as though the 
 granting of such charter, with said provisions therein, had been 
 theretofore expressly authorized by act of Assembly of this Com- 
 monwealth.** 
 
 An amendment to a church charter requiring the church to 
 "accede to, recognize and adopt the constitution, canons, doc- 
 trines, discipline and worship" of the denomination and diocese 
 to which it belonged, is permissible.*' 
 
 67. Charters Will Kot be Befused. 
 
 A proposed corporation of the first class may be chartered "to 
 promote the growing and culture of game fish, and the mainte- 
 nance of a suitable stream for the purpose of catching game 
 fish,'' and the fact that the corporation intends to endeavor to 
 take a specified stream and close it to the public, will not be con- 
 sidered in the proceedings to secure the charter.*' 
 
 A charter will not be refused because the proposed corpora- 
 tion is seeking to obtain the property of an existing corporation, 
 and a bill in equity is pending to restrain the officers of the lat- 
 ter from diverting said property to the former.*' 
 
 (45) Sec. I, Act of May s, 1911, P. L. 172. 
 
 (46) Sec. 2, Act of May S, 191 1, P. L. 172- 
 
 (47) Epiphany Church, Germantown, 18 D. R., 390 (1909). 
 
 (48) Marsh Creek Fishing Club, 36 Pa. C. C, 593 (1909). 
 
 (49) St. John's Beneficial Union, 20 D. R., 503 (ipio). 
 
PHIVATfi CORPORATIONS IN PENNSYI<VANIA. T3 
 
 A charter will be granted for a corporation "to develop and 
 encourage higher artistic standards in the arts and handicrafts 
 by means of instruction in desigjning and crafts work, given in 
 classes and privately, and by public lectures on subjects pertain- 
 ing to arts and crafts work; maintaining a guild-house in order 
 that artistic craft workers may be gathered together and pro- 
 vided with studios and rooms for workers; maintaining a shop 
 for the sale of articles made by its members and other craft 
 workers, which shall be of the requisite standard of artistic ex- 
 cellence and mechanical skill," it appearing that the main purpose 
 is "to develop and encourage higher artistic standards," and that 
 the maintenance of a guild-house for workers and a shop for the 
 sale of artistic goods is merely the means for the promotion of 
 such main purpose.'" 
 
 An association the purpose of which is to assist deserving He- 
 brews by loaning them money without interest may be incor- 
 porated as a charitable association under Sub-section II, Class I . 
 Act of April 29, 1874, P. L. 7Z.^^ 
 
 A charter for a social club will not be refused because the ar- 
 ticles of association do not contain a clause prohibiting the pas- 
 sage of by-laws which are contrary to law.°^ 
 
 68a. Appeals Prom Decrees Granting or Befusing Charters. 
 
 The granting or refusing a charter to a corporation of the 
 first class not involving the possession or ownership of real or 
 personal property or any right, the value of which can be meas- 
 ured in money, appeals from decrees granting or refusing such 
 charters should be taken to the Supreme Court and not to the 
 Superior Court, although the Superior Court has taken jurisdic- 
 tion over such appeals when no objection to the jurisdiction has 
 been raised.^^ 
 
 The action of a court of common pleas in granting a charter to 
 a corporation of the first class will not be reversed upon certio- 
 rari, because the charter does not set forth matter not mentioned 
 in the act. Hence such action will not be reversed, where a cor- 
 poration was created for the purpwse of executing certain testa- 
 
 (50) Arts and Crafts Guild of Phila., 20 D. R., 584 (1911). 
 
 (Si) Hebrew Free Loan Association of Philadelphia, 18 D. R., 1070 
 
 (1909). 
 
 (52) Roseto Republican Club, 20 D. R., 714 (1911). 
 
 (53) Garrett- Williamson Lodge, 50 Pa. Super. Ct., 479 (1912) ; 239 Pa., 
 474- 
 
14 private; corporations in Pennsylvania. 
 
 mentary trusts, for failure to have a copy of the will attached to 
 the charter; nor because of the failure to provide in the charter 
 an express limitation of yearly income, where the charter does 
 provide that the corporation shall have "the power to receive, 
 hold, purchase, sell, transfer and convey other real and personal 
 estate and property, not exceeding the amount limited by law;" 
 nor because one of the twenty-five subscribers to the certificate of 
 incorporation died before the charter was granted ; nor because 
 no women were named as subscribers or managers of the com- 
 pany, it not appearing that there was any provision in the will 
 under the provisions of which the corporation was created re- 
 quiring the inclusion of women.^* 
 
 70. Provisions for the Formation of Corporations of the Second 
 Class. 
 
 Paragraph i8. The carrying on of any mechanical, mining, 
 quarrying or manufacturing business, including all the purposes 
 covered by the provisions of the acts of the General Assembly, 
 entitled "An act to encourage manufacturing operations in this 
 Commonwealth," approved April seventh, one thousand eight 
 hundred and forty-nine, entitled "An act relating to corporations 
 for mechanical, manufacturing, mining, and quarrying purposes," 
 approved July eighteenth, one thousand eight hundred and sixty- 
 three, and the several supplements to each of said acts, including 
 the incorporation of grain-elevators, storage-house and storage- 
 yard companies, also including companies for the storage, trans- 
 portation and furnishing of water, with the right to take riv- 
 ulets and land and erect reservoirs for holding water, for manu- 
 facturing and other purposes, and for the creation, establishing, 
 furnishing and transmission for public use of water power there- 
 from: Provided, That such last named corporations, heretofore 
 or hereafter incorporated, shall be compelled to furnish such 
 power for public purposes; the construction of dams in any 
 stream, and the driving and floating of sawlogs, lumber and 
 timber on and over any streams, not exceeding thirty-five miles 
 in length from their source, by the usual methods of driving and 
 floating logs, timber and lumber on streams, and so as not to 
 obstruct the descending navigation by rafts and boats ; also in- 
 cluding the manufacturing and brewing of malt liquors ; and also 
 including companies for the transaction of any lawful business 
 
 (54) Garrett-Williamson Lodge, 239 Pa., 474 (1913)- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. IS 
 
 not otherwise specifically provided for by act of Assembly; Pro- 
 vided, however. That no corporation shall be chartered under 
 this amendment with the authority to transact more than one 
 kind of business, which must be set forth in the charter.^^ 
 
 Provided, That this act shall not be construed as repealing an 
 act, entitled "An act providing that the right of eminent do- 
 main as respects the appropriation of streams, rivers, or waters, 
 or the land covered thereby, shall not be exercised by water com- 
 panies incorporated under law," approved April thirteenth. Anno 
 Domini one thousand nine hundred and five.°® 
 
 Clause twenty of the second class of corporations, named in 
 section two of the corporation act of one thousand eight hundred 
 and seventy-four, which reads as follows : 
 
 "XX. The rechartering of corporations of either of these 
 classes, the charters whereof are about to expire," shall be, and 
 the same is hereby, stricken out and repealed ; and that there 
 shall be and is hereby substituted in lieu thereof a new clause, 
 which shall read as follows: 
 
 XX. For any lawful purpose not specifically designated by 
 law, as the purpose for which a corporation may be formed.^^ 
 
 The above act was passed in order that corporations formed 
 "for any lawful purpose" might be incorporated without subject- 
 ing the directors thereof to the liability imposed by law on the 
 directors of corporations formed for any of the purposes enu- 
 merated in the eighteenth clause of Section 2 of the Corporation 
 Act of 1874, relative to corporations of the second class. 
 
 The XX paragraph before amendment did not really state any 
 
 (55) Sec. I, Act of June 3, 1911, P. L. 635. The object sought to be 
 attained by the passage of this act, amending the i8th sub-section, Class 
 II, Sec. 2, of the Act of April 29, 1874, was as follows : The Supreme 
 Court held in Peifly v. Mountain Water Supply Company, 214 Pa., 340 
 (1906), that a water company chartered under clause 18 of the second 
 class of Section 2 of the Act of April 29, 1874, was presumably a corpora- 
 tion for private uses, which could not constitutionally be invested with 
 the right of eminent domain. The above act was passed to make all such 
 corporations, corporations for public purposes, and therefore invested 
 with the right of eminent domain. Whether or not it effects this purpose 
 may be questioned. 
 
 (56) Sec. 2, Act of June 3, iQii^ P- L- 635- 
 
 (57) Sec. I, Act of May 11, 1909, P. L. SiS, amending Clause XX, Sec. 
 2, Act of April 29, 1874, P. L. 73- 
 
l6 PRIVATE CORPORATIONS IN P^NNSYIvVANIA. 
 
 purpose of incorporation, and inasmuch as the rechartering of 
 corporations under the Act of 1874 is provided for by the fortieth 
 section of said act, the said paragraph was wholly unnecessary. 
 
 Provision for the rechartering of corporations heretofore in- 
 corporated under said eighteenth paragraph for "any lawful pur- 
 pose" is made by the Act of May 11, 1909, P. L,. 575.''* 
 
 71. Certificate of Incorporation. 
 
 Hereafter all certificates of association and articles of incor- 
 poration may be acknowledged and sworn to before any justice 
 of the peace of this Commonwealth, in the same manner and with 
 like force and effect as though acknowledged and sworn to be- 
 fore the recorder of deeds of the proper county or a notary pub- 
 lic of this Commonwealth.^^ 
 
 75. Name of the Corporation. 
 
 A publisher was enjoined from using the title "Philadelphia 
 Suburban Life" for a magazine on the application of the pub- 
 lisher of a magazine named "Suburban Life" where it appeared 
 that the first named magazine bore a striking resemblance to the 
 other in size, style, character of paper, illustrations, printed mat- 
 ter and in the general make up of its title page, that its pub- 
 lication was begun later than that of the other, and that it cir- 
 culated in practically the same territory.*" 
 
 78. Payment of Ten Per Cent, of the Capital Stock. 
 
 A creditor of a corporation formed under the Act of 1874, 
 other than a building and loan association, cannot maintain for 
 himself and other creditors a bill in equity to enforce a personal 
 liability against the officers and directors of the company because 
 they permitted such company to begin business without having 
 ten per cent, of its capital stock paid in cash when the certificate 
 was sworn to, there being no averment that the acts of the de- 
 fendants caused loss to the corporation or resulted in its in- 
 solvency, and the claim is for moneys due by the defendants di- 
 rectly to the plaintiflf ; °^ nor may the receiver of such a company 
 maintain a bill in equity to enforce on behalf of the creditors of 
 
 (58) See Sec. 1831. 
 
 (59) Act of June i, 191 1, P. L. 540. 
 
 (60) Suburban Press v. Philadelphia Suburban Publishing Company, 
 227 Pa., 148 (1910) ; 18 D. R., 997. 
 
 (61) Land Title & Trust Co. v. Connolly, 333 Pa., i (1912). 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. I7 
 
 the company a personal liability against its officers and directors 
 incurred by reason of their permitting the company to begin 
 business without having ten per cent, of its capital stock paid in 
 cash when the certificate was sworn to.^^ 
 
 The application for charter of a company certified that ten 
 per centum of its capital stock had been paid in cash to the treas- 
 urer of the company. When the articles of association were 
 filed a cheque for this amount was given to the treasurer, and 
 held by him, not deposited and never cashed. Shortly after the 
 granting of the charter the president of the company deposited 
 in a bank to the credit of the company a sum equal to the amount 
 of the cheque and interest, with which deposit the cheque given 
 to the treasurer "was lifted." Held, in a proceeding in quo war- 
 ranto, that the deposit of the cheque was a fraud upon the Com- 
 monwealth, that the subsequent payment was not sufficient, and 
 judgment of ouster was given. "^ 
 
 81. Notice of Intention to Apply for Charter — Advertisement of 
 Corporate Action. 
 
 In order to avoid existing confusion, arising from the fact that 
 publication of notices in connection with the formation, amend- 
 ment, increase or reduction of capital stock, conduct of business, 
 merger, transfer of franchises, or dissolution of corporations, 
 joint-stock companies, limited partnerships, and partnership asso- 
 ciations are not required to be published in any designated paper 
 in any county, and to serve the convenience of members of the 
 bar and others interested in such notices, hereafter in all cases, 
 where publication is or may be required by law in connection 
 with the formation, amendment, increase or reduction of capital 
 stock, conduct of business, merger, transfer of franchises, or dis- 
 solution of corporations, joint-stock companies, limited partner- 
 ships or partnership associations, such notice as is or may be 
 required, as aforesaid, shall be published in the legal journal, 
 if any, of the proper county, in which court notices usually ap- 
 pear, which journal for such purposes shall be deemed a news- 
 paper of general circulation : Provided, That the rates charged 
 for such publication shall not be in excess of the usual and cur- 
 rent rates charged by such newspapers.^* 
 
 (62) Kinter v. Connolly, 233 Pa., 5 (1912). 
 
 (63) Com. V. P. W. Finn Construction Co., 21 D. R., 644 (1911); 60 
 Pitts. Iv. J., 183. 
 
 (64) Act of May 3, 1909, P. L- 386. 
 
l8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 83a. Approval of Applications for Charter of Public Service Cor- 
 porations. 
 
 Before applications for charters of water companies are pro- 
 duced to the Governor, they must be aproved by the Water Sup- 
 ply Commission of Pennsylvania (see Sec. 1815) and, after Jan- 
 uary I, 1914 (see Sec. 2217), they must be further approved 
 by the Public Service Commission (see Sec. 2103). Applications 
 for charters of other public service corporations, as enumerated 
 in Sec. 2080, on and after January i, 1914, must be approved by 
 the Public Service Commission. See Sec. 2103. 
 
 85. Becording Certificate of Incorporation. 
 
 The incorporators of companies formed under the provisions 
 of the Act of April 29, 1874, are personally liable for the trans- 
 actions of such companies undertaken prior to the recording of 
 their certificates of incorporation.**' 
 
 87. Validation of Acts Done by Corporations Formed Under the 
 Act of April 29, 1874, Before Recording Their Charters. 
 
 Where heretofore any act has been done, or transfer or con- 
 veyance of any property been made, to or by any corporation cre- 
 ated or intended to be created by virtue of the provisions of the 
 Act of Assembly, approved April twenty-ninth, one thousand 
 eight hundred and seventy-four, or its supplements, in good faith, 
 after the issuing of letters patent and before the actual record of 
 the certificate, such acts, transfers, and conveyances shall, after 
 said certificate has been duly recorded as provided in the said act, 
 be deemed and taken to be valid and effectual for all purposes: 
 Provided, This act shall not affect any proceeding now pending.*' 
 
 95. Forfeiture of Charters for Non-User — Extension of Time With- 
 in Which to Construct Works. 
 
 The time within which corporations formed under the Act of 
 April 29, 1874, shall construct their works may be extended by 
 the courts of common pleas under the provisions of Section 2 of 
 the Act of May 16, 1889, P. L. 242. In addition, water com- 
 panies may obtain an extension of such time by application to 
 the Water Supply Commission under the provisions of the Act 
 of June 15, 191 1, P. Iv. 990. See Sections 1814a to 1814c. The 
 
 (64*) Anthony v. Grier, 16 Luz. Leg. Reg., 326 (1913). 
 (65) Act of March 15, 1911, P. L. 17; Act of April 27, 1909, P. L. 
 244- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I9 
 
 said Act of June 15, 191 1, does not repeal the second section of 
 the Act of May 16, 1889, P. L. 242, so that there seems to be a 
 concurrent jurisdiction in the courts of common pleas and in the 
 Water Supply Commission to grant such extensions to water 
 companies. 
 
 Section 3 of Article III of the Public Service Company Law 
 of July 26, 1913 (see Sec. 2104) provides: 
 
 "Upon the approval of the Commission first had and obtained, 
 as aforesaid, and upon compliance with existing laws and not 
 otherwise, it shall be lawful (a) for any public service com- 
 pany to renew its charter or to obtain any additional rights, 
 powers and franchises or privileges by any amendment or sup- 
 plement to its charter or otherwise." 
 
 The words italicized would seem to apply to such extensions of 
 time to public service corporations, but it is not clear whether 
 there remains in the courts of common pleas a concurrent juris- 
 diction in such matters and in the Water Supply Commission a 
 concurrent jurisdiction in the matter of the extension of time to 
 water companies, or whether the obtaining of the consent of such 
 courts or of the Water Supply Commission is a "compliance 
 with existing law" within the meaning of the Public Service Com- 
 pany Law, so that it is necessary after obtaining such consent to 
 also obtain the approval of the Public Service Commission. It 
 would seem that a jurisdiction specifically granted to the courts 
 and to the Water Supply Commission would not be divested or 
 made contingent by general words in the Public service Company 
 Law. The object of the restriction as to compliance with existing 
 law apparently is to prevent the conferring of any additional right 
 or power not authorized to be granted by some law in force at the 
 date of the approval of the Public Service Company law. The 
 restriction would seem to relate to the power, and not to the 
 manner in which it may be conferred. 
 
 96. Power to Adopt By-Laws. 
 
 "A by-law is a rule or law adopted by a corporation or associa- 
 tion for the regulation of its own action and concerns and of the 
 rights and duties of its members among themselves." Am. & 
 Eng. Ency. of Law, Vol. 5, page 87. "This term (by-law) has a 
 peculiar and limited signification, being used to designate the 
 orders and regulations which a corporation, as one of its legal in- 
 cidents, has power to make and which it usually exercises to reg- 
 
20 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ulate its own actions and concerns, and the rights and duties of 
 its members among themselves." "" 
 
 The by-laws of a corporation are essentially legislative in their 
 character, and, like all other legislative acts, they are affected by 
 the presumption that they are never intended to be retroactive 
 unless such intent be clearly expressed."^ 
 
 A charitable institution incorporated under a special act, was 
 given by its charter power to make by-laws for "electing its of- 
 ficers and members, and for the general regulation and manage- 
 ment of its affairs." The incorporators were also given power to 
 elect a president, ten vice-presidents and certain other officers, 
 all of whom should constitute an executive committee, which 
 executive committee might appoint "such other officers as may be 
 necessary for the transaction of the business of the society." 
 
 The said corporation adopted a by-law providing that its busi- 
 ness should be administered by a president, ten vice-presidents to 
 represent the City of Philadelphia and one or as many more as 
 might be considered desirable for each county in the State. The 
 by-law further provided for the election of the other officers pre- 
 scribed by the charter, and concluded with the words "who to- 
 gether shall constitute an executive committee." Under the au- 
 thority of said by-law the number of vice-presidents was increased 
 from ten to twenty-two. Held, that the provision in the charter 
 giving said committee power to appoint other officers than those 
 enumerated in the charter was sufficient to sustain the by-law and 
 to authorize an increase in the number of vice-presidents; that 
 there was no intention shown by the legislature to make a dis- 
 tinction among the vice-presidents, and that therefore they were 
 all entitled to act as members of the executive committee and en- 
 titled to vote at its meeting.®' 
 
 97. By-Laws May not be Bepugnant to Charter. 
 
 All by-laws of a corporation must be made in conformity with 
 its charter.'* 
 
 102. Amendments to Charters of Corporations of the First Class.^o 
 An application to amend the charter of a beneficial association 
 
 (66) Hayes v. German Beneficial Union, 35 Pa. Super. Ct., 142 (1907). 
 
 (67) Hayes v. German Beneficial Union, 35 Pa. Super. Ct., 142 (1907). 
 
 (68) Lovell V. Women's Penna. Society for P. C. A., 235 Pa., 601 (1912). 
 
 (69) Thayer v. Thompson, 220 Pa., 241 (1908). 
 
 (70) See Section 107. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 21 
 
 by changing its name will be refused where it appears that the 
 object sought to be attained by the amendment is to transfer the 
 organization from one order to anotherJ^ 
 
 When application is made to alter or amend the charter of a 
 corporation, it must appear that it is the act of the corporation 
 in its corporate capacity, and not the act of individual members 
 thereof nor of another organization.^^ 
 
 Petitioners for a charter for a corporation of the first class 
 represented to the court that they did not desire or intend to fur- 
 nish intoxicating liquors on the premises of the corporation, and 
 the court in granting the charter inserted a proviso that no such 
 liquors should be sold, furnished or distributed on the premises. 
 Held, on appeal, that the court did not exceed or abuse its discre- 
 tion in refusing to strike such stipulation from the charter." 
 
 103. Amendments to Charters of Corporations of the Second Class. 
 
 Amendments to charters of public service corporations, as enu- 
 merated in Section 2080, must be approved by the Public Service 
 Commission on and after January i, 1914. See Sections 2103 
 and 2217. 
 
 107. Change of Names of Corporations of the First Class. 
 
 It shall be lawful for the several courts of common pleas of 
 this Commonwealth to change the name, style and title of any 
 corporation of the class named in the first section of this act 
 within their respective counties with the same proceedings, and 
 in the same manner as they are now authorized to impose, amend 
 or alter charters of such corporations.'* 
 
 Since the passage of the above named act, it is no longer nec- 
 essary to notify the Auditor General of applications for changes 
 of names of corporations of the first class nor to produce proof 
 to the courts of such notification, as was required by Section i 
 of the Act of April 20, 1869, P. L. 82. '= 
 
 (71) Liberty Bell Lodge's Petition, 231 Pa., 112 (1911). 
 
 (72) Liberty Bell Lodge's Petition, 231 Pa., 112 (1911). 
 
 (73) Moose Home Association Charter, 23s Pa., 404 (1912). 
 
 (74) Section 3 of the Act of May 2, 1899, P. L. 160. This section was 
 inadvertently printed in Section no of the original work, instead of 
 Section 107 where it belonged. It is therefore reprinted in this supple- 
 ment in its proper place for convenience of reference. 
 
 (75) Liberty Bell Lodge's Petition; 231 Pa., 112 (igii). 
 
22 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 109. Decisions Relative to Ch.anges of Names of Corporations. 
 
 Where a corporation issued a bond of indemnity and subse- 
 quently changed its corporate name, and afterwards a suit was 
 brought upon the bond wherein the original name of the company 
 was used in the body of the statement without reference to any 
 change of name, the court will, after the expiration of the time 
 limit for bringing the suit, permit the amendment of the state- 
 ment so as to set forth the new name of the company with the 
 proper averment as to the change of name.'° 
 
 113. Renewal of Charters. 
 
 Applications for the renewal of the charters of public service 
 corporations, as enumerated in Section 2080, must, on and after 
 January i, 1914, be approved by the Public Service Commission. 
 See Sections 2103 and 2217. 
 
 114. Corporation Books. 
 
 On and after January i, 1914, the books of public service cor- 
 porations must be kept in Pennsylvania, except in the case of 
 foreign corporations engaged in interstate commerce. See Sec- 
 tions 2085 and 2217. 
 
 115. Inspection of Books of Corporations by Stockholders. 
 
 "The stockholders of a corporation are the owners of its fran- 
 chise and its assets and they have the right to be informed of the 
 financial condition of the company. When, therefore, a stock- 
 holder furnishes sufficient data to warrant the conclusion that 
 there is mismanagement and that the affairs of the company are 
 not conducted in a proper manner and in the interests of the 
 stockholders, he has the right to demand of the officers of the 
 company permission to examine the books, records and accounts 
 of the corporation so that he may protect his interests ; and if 
 the demand is refused and he makes application to the court to 
 
 enforce it, a mandamus should be awarded That the 
 
 relator is a stockholder in a competing company is of itself not 
 sufficient to deprive him of the relief he seeks in this proceeding 
 
 against the defendant company In the case at bar 
 
 there is simply an averment, on belief, that the relator desires 
 the information to use it for the advantage of a competing com- 
 
 (76) First Nat. Bank of Freeland v. Everett, 228 Pa., 272 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 23 
 
 pany. It is not alleged in the return that the averment can be 
 supported by proofJ' 
 
 "The offer of the defendant company to buy the relator's stock 
 at a price fixed by it is no answer to his demand for an inspec- 
 tion of the books and papers of the corporation. He is not re- 
 quired to sell his stock to the defendant company or its officers 
 at any price, and especially at a price to be named by them. . . 
 . . Nor is it an answer to the relator's application that the 
 company will furnish him extracts or copies from its books, or 
 that the company will agree to have them inspected by an expert 
 selected by it and the relator. ... If , therefore, there is ap- 
 parent mismanagement or misconduct by the officers of the cor- 
 poration, a stockholder has a right to make an investigation for 
 himself and ascertain the true condition of the company's affairs. 
 Of course, this right to examine the books, records and papers 
 of the company must be exercised in good faith and at a proper 
 time and place so as not to interfere with the business of the 
 company. But subject to this limitation, the officers of the com- 
 pany must permit the stockholder to investigate the company's 
 affairs, and if they fail to do so on a reasonable and proper de- 
 mand, the court will, on proper application, enforce the demand 
 by mandamus."'^ 
 
 ". . . . A stockholder has without question the right to 
 inspect the books of the company, at a proper time, and in a 
 proper way, even though his only object be to ascertain whether 
 the business has been properly conducted. Such a right is neces- 
 sary for the protection of stockholders "^' 
 
 A petition in mandamus to procure an inspection of the books 
 of a corporation wherein the petitioner avers that during his 
 former official connection with the company he knew of instances 
 where funds had been improperly applied ; that the statement of 
 the company did not show large profits which had been made by 
 it; that the salary of the officers had been improperly increased; 
 that the company had large earnings from which dividends should 
 have been declared, and that as a stockholder he desired to in- 
 spect the books, in order to be advised as to the management, so 
 
 {77) Kuhbach v. Irvine Cut Glass Co., 220 Pa., 427 (1908) ; Schade v. 
 Windber Telephone Co., 22 D. R., 468 (1912). 
 
 (78) Kuhbach v. Irvine Cut Glass Co., 220 Pa., 427 (1908). 
 
 (79) Hodder v. George Hogg Co., 223 Pa., 196 (1909) ; Schade v. 
 Windber Telephone Co., 22 D. R., 468 (1912). 
 
24 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 that he might file a bill in equity if the result of his examina- 
 tions would justify him in so doing, will be granted.*" 
 
 Where in a proceeding in mandamus to compel permission to 
 inspect books it is denied by the respondents that application for 
 permission to make such inspection was refused prior to the 
 bringing of the suit, a question of fact is presented which is for 
 the determination of the jury;" but an allegation in a return in 
 such a proceeding that "the respondents have never refused the 
 petitioners the right to examine and inspect the books, records, 
 accounts and contracts at any proper time or for any proper pur- 
 pose," such allegation being predicated entirely on the contention 
 of the respondents that the purpose of the petitioners was not a 
 proper one, raises no issue of fact.*^ 
 
 A court of common pleas will in a proper case, when the prin- 
 cipal office of a foreign corporation is within the Commonwealth, 
 where its books are kept, require it to permit the examination of 
 such books by one of its stockholders.^^ 
 115a. Inspection of Books of a Corporation by Directors. 
 
 A director of a corporation has the unqualified right to inspect 
 its books, records and documents. He has an unqualified right to 
 inspect the books, and if he is not permitted to inspect the same 
 all that he need show in a proceeding to compel an inspection is 
 that he is a director of the company, that he has demanded per- 
 mission to examine and that his demand has been refused, and it 
 is not a justification for refusing his request that prior to his 
 last election as a director he had neglected his duties as an officer 
 of the corporation, interfered with its management and promoted 
 a competing company of which he was president, and that there 
 was no allegation of wrong doing on the part of the defendant.'* 
 
 Where a foreign corporation is registered in Pennsylvania, 
 and has its plant, principal office and all of its books within the 
 Commonwealth, a writ of mandamus will lie against locally resi- 
 dent directors requiring them to permit the petitioner, who was 
 a director in the company, to inspect its books and papers. In 
 
 (80) Hodder v. George Hogg Co., 223 Pa., 196 (1909). 
 
 (81) Neubert v. Armstrong Water Co., 211 Pa., 582 (1905). 
 
 (82) Schade v. Windber Teleph. Co., 22 D. R., 468 (1912). 
 
 (83) McGrew v. Pgh. & Mt. Shasta G. M. & M. Co., 20 D. R., 826 
 (1911) ; 59 Pitts. L. J., 324- 
 
 (84) Machen v. Machen & Mayer Electrical Mfg. Co., 237 Pa., 212 
 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 2$ 
 
 such case the exercise of the power of mandamus is not an inter- 
 ference with the management of the internal affairs of a foreign 
 corporation. ^° 
 
 124. Where Expulsion Proceedings Are Begular Court Will not 
 Interfere. 
 
 Where a member of a subordinate council of a beneficial as- 
 sociation is charged with disloyalty to it and with violating its 
 constitution and by-laws, and is summoned for trial before a 
 tribunal established by the laws of the association, and he ap- 
 pears, makes defense and is adjudged guilty, and the subordinate 
 council is ordered to expel him, which order is ultimately obeyed 
 without the member having taken any appeal or asking for a 
 re-trial, such member has no standing to maintain a mandamus 
 suit in a civil court to secure his reinstatement. It is immaterial 
 in such a case, that said subordinate council at first refused to 
 obey the order for expulsion and separated itself from the asso- 
 ciation, where it appears that such council was subsequently re- 
 instated in the association with the name of the expelled mem- 
 ber dropped from its membership. ^° 
 
 128. Mandamus to Bestore Expelled Members. 
 
 In proceedings to restrain the suspension of the relator as a 
 member of an incorporated club, it appeared that the board of 
 directors had suspended him and that he had appealed from their 
 action, as permitted by the by-laws, to a special meeting of the 
 members. The by-laws provided that two hundred should be a 
 quorum. Two hundred and fifteen members were present at the 
 meeting, of which ninety-one voted to sustain the action of the 
 board, fifty-seven against sustaining the same, and sixty-one re- 
 frained from voting. The by-laws provided that if a majority of 
 the meeting should vote in the affirmative, the sentence should 
 stand as final. Held, that a majority of a meeting means a ma- 
 jority of those actually voting, and not a majority of the mem- 
 bers present.*^ 
 
 The constitution and by-laws of a corporation of the first 
 class provided for the expulsion of members for certain offenses. 
 
 (8s) Machen v. Machen & Mayer Electrical Mfg. Co., 237 Pa., 212 
 (1912). 
 
 (86) Badger v. Aeolian Council, No. 17, Jr. O. U. A. M., 39 Pa. Super. 
 Ct., 406 (1909). 
 
 (87) Myers v. Union League of Phila., 17 D. R., 301 (1908). 
 
 3 
 
26 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 The application of membership, which was not a part of the by- 
 laws, provided that in the event of misstatements in the appli- 
 cation the applicant might be suspended or declared ineligible 
 for membership. Plaintiff was admitted to membership and ex- 
 pelled six months later because of misstatements in his applica- 
 tion. Held, upon mandamus proceedings to compel reinstate- 
 ment, that the directors could expel a member only as provided 
 in the constitution and by-laws, and there being no provision 
 therein for expulsion on account of acts occurring prior to the 
 person's becoming a member, the expulsion was illegal, and 
 peremptory mandamus would issue to compel reinstatement.** 
 
 132. Mandamus Does Not Lie Against Unincorporated Associations. 
 Under Section 13 of the Act of June 16, 1836, P. L. 789, a 
 bill in equity will lie for the collection of a debt due by an unin- 
 corporated association. *° 
 
 135. Embezzlement by Officers and Employees of Certain Corpora- 
 tions. 
 
 Any president, vice-president, cashier, treasurer, secretary, 
 teller, bookkeeper, clerk, employe, or agent of any mutual sav- 
 ings bank, saving bank, bank of discount and deposit, trust com- 
 pany, title insurance company, surety company, or safe deposit 
 company, incorporated under the laws of this Commonwealth ; or 
 of any private bank or unincorporated association, receiving de- 
 posits of money; or of any building and loan association, incor- 
 porated under the laws of this Commonwealth, or authorized to 
 do business therein, — who shall embezzle, abstract, or wilfully 
 misapply any of the moneys, funds, or credits of any of said in- 
 stitutions, or who shall issue or put forth any certificate of de- 
 posit, draw any order or bill of exchange, make any acceptance, 
 assign any note, bond, draft, bill of exchange, mortgage, judg- 
 ment, or other instrument in writing, or who shall make any false 
 entry in any book, report, or statement of such institution, with 
 intent, in either case, to injure or defraud such institution, or any 
 other company, body politic or corporate, or any individual per- 
 son, or to deceive any officer of such institution, or any bank ex- 
 aminer or other person legally authorized to examine the affairs 
 of any such institution; and any person, who, with like intent, 
 
 (88) Com. V. Pittsburgh Stock Exchange, 57 Pitts., 153 (1909). 
 
 (89) Central Printing & Pub. House v. Gross et al., 13 Dau. Co. Rep., 
 138 (1910) ; 38 Pa. C. C, 21. 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 27 
 
 aids or abets any president, vice-president, cashier, treasurer, sec- 
 retary, director, trustee, teller, bookkeeper, clerk, employe, or 
 agent of such institution, in any violation of this act, — shall be 
 deemed guilty of a misdemeanor, and, upon conviction thereof, 
 shall be sentenced to pay a fine of not less than five hundred dol- 
 lars nor more than five thousand dollars, and undergo imprison- 
 ment for not less than six months, nor more than five years, or 
 either or both, in the discretion of the court.'" 
 
 Whenever the Commissioner of Banking shall have knowledge 
 of any violation of this act, it shall be his duty to institute prose- 
 cutions against all persons violating any of the provisions 
 hereof.®^ 
 
 The words "other than bodies corporate" in the Act of June 
 12, 1878, P. L. 196, applies to all corporations and not merely to 
 such as ejusdem generis with banks. Hence, an employe of a 
 publishing company may be punished under the provisions of 
 said act.°^ 
 
 142. Officers of Corporations not to Contract to Furnish Supplies 
 or Materials. 
 
 A decree of ouster will issue against a councilman of a borough 
 who is a stockholder in a corporation which furnishes supplies 
 to the borough, notwithstanding that he took no part in awarding 
 the contract for supplies to such corporation, or in approving the 
 bills for their payment, and that fraud is not alleged.*^ But a 
 borough councilman who is an employe but not an ofiicer or di- 
 rector of a water company furnishing water to a borough under 
 a contract on which he never voted and with which he was never 
 concerned, is not removable by quo warranto.^*" 
 
 The Act of May 28, 1907, P. L. 262, provides, inter alia, that no 
 "Burgess, member of council, officer, agent or employe of any 
 borough" shall be a stockholder or officer of any corporation, or 
 an agent or employe of any corporation in any way interested in 
 any contract for the sale or furnishing of supplies or materials 
 to said borough or any work to be done for it. Under said act 
 a burgess of a borough will be ousted from his office where it 
 
 (90) Sec. I, Act of April 23, 1909, P. L. i6g. 
 
 (91) Sec. 2, Act of April 23, 1909, P. L. 169. 
 
 (92) Com. V. Keuhne, 42 Pa. Super. Ct., 361 (1910) ; 18 D. R., 401 
 (1909). 
 
 (93) Com. V. Rhoads, 17 D. R., 583 (1907)- 
 
 (94) Com. V. Wineman, 21 D. R., gii (1912). 
 
28 PRIVATE CORPORATIONS IN PfiNNSYI<VANIA. 
 
 appears that he was a stockholder and president of a corporation 
 which sold supplies to the borough, although he may have had no 
 knowledge of the sales until he endorsed as president of the 
 corporation warrants in payment for said supplies.'' 
 
 144. General Powers of Ofllcers Other than Directors. 
 
 Where the stockholders and directors of a corporation permit 
 an officer thereof to exercise unrestrained control for a long time 
 without instructions from or reference to any other authority, 
 such officer may prima facie be taken to have power to do any 
 act which the directors could authorize or ratify."' 
 
 145. Removal and Beinstatement of Officers. 
 
 "The general rule with respect to officers in private corpora- 
 tions, such as this is, that all below the grade of directors, and 
 such other officers as are elected by the corporation at large, hold 
 their office durante bene placito and are removable by the di- 
 rectors without cause assigned Ordinarily, the se- 
 lection of the secretary and treasurer is committed to the board 
 of directors, as was the case here ; but when the corporation has 
 itself elected these officers, the directors must accept them, and 
 the officers so elected hold on the terms and conditions prescribed 
 by the corporation, and none other."^' The provisions of the 
 Act of May 14, 1891, P. L. 61, amending the Act of April 29, 
 1874, P. Iv. 73, do not change the status of said officers."' 
 
 It appeared in an action against a corporation by a former 
 manager to recover salary after an alleged wrongful discharge, 
 that a resolution had been passed giving the plaintiff leave of ab- 
 sence for a limited period and that four days later another resolu- 
 tion was passed discharging plaintiff for insubordination. There 
 was testimony to show that before the adoption of the second 
 resolution the plaintiff refused to take the vacation offered him 
 and to permit another person to act in his place. Held, that the 
 case was for the jury and that a verdict and judgment for plain- 
 tiff should be sustained."" 
 
 (95) Com. V. Egan, 234 Pa., 24 (1912). 
 
 (96) Chestnut Street Trust & Saving Fund Company v. Record Pub- 
 lishing Co., 227 Pa., 23S (1910) ; 18 D. R., 555. 
 
 (97) Brindley v. Walker, 221 Pa., 287 (1908). 
 
 (98) Brindley v. Walker, 221 Pa., 287 (1908). 
 
 (99) Trainer v. Trainer Spinning Co., 224 Pa., 45 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 29 
 
 146. Officers are Agents.ioo 
 
 An officer is but the agent of his corporation, and in all trans- 
 actions in which its interests are involved he must act for it with 
 unselfish singleness of purpose. If in any such transaction it ap- 
 pears that he has acted against the interest of his corporation, 
 the mere fact that the means used to accomplish the unlawful 
 end would, if standing alone, be lawful in themselves, will not 
 save such officer from responsibility to account for profits thus 
 made by him which otherwise might have gone into the coffers 
 of his corporation. In scrutinizing the acts of such officers the 
 court will not heed mere forms when the substance which lurks 
 behind them shows profits from a dealing in the corporation prop- 
 erty.^ 
 
 Where a person seeks to hold a corporation liable on a guaranty 
 made by its officers without authority, the burden is upon him to 
 show that the corporation received and retained the benefit of 
 such unauthorized guaranty.^ 
 
 149. What Acts of Officers will be Considered Official. 
 
 Where a letter addressed to a corporation is answered by its 
 secretary over his individual signature, and it appears from the 
 said reply that it was in answer to a letter addressed to a cor- 
 poration, in the absence of any evidence upon the subject, the 
 court may not instruct the jury that the answer was the act of 
 the secretary and not that of the corporation.^ 
 
 150. De Facto Officers. 
 
 A bill filed by a corporation trustee for a charity to protect 
 public property will not be dismissed because of an alleged ir- 
 regularity in the election of the officers who filed the bill.* 
 
 151. Compensation of Officers. 
 
 A majority of the stockholders of a corporation, who are also 
 the directors, may at a regular stockholders' meeting, ratify and 
 confirm a resolution of a majority of the board of directors, in- 
 
 (100) See Section 192. 
 
 (1) Commonwealth T. I. & Tr. Co. v. Seltzer, 227 Pa., 410 (1910). 
 
 (2) National Bank of Western Pennsylvania v. Lake Erie Asphalt 
 Block Co., 233 Pa., 421 (1912). 
 
 (3) Siracusa v. Miller Construction Company, 43 Pa. Super. Ct., 466 
 (1910). 
 
 (4) Trustees for Proprietors of Kingston Twp. v. Lehigh Val. Coal 
 Co., 16 Luz. L. R., 164 (1912). 
 
30 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 creasing the salaries of two of such directors as officers of the 
 company, it appearing that the increased salaries are fair and 
 reasonable. ° 
 
 Directors voting at meetings of their board act as agents of the 
 corporation and occupy a fiduciary relation thereto. When the 
 same persons vote as stockholders, however, at a stockholders' 
 meeting, they hold no trust relation to the corporation and may 
 ratify their own voidable acts as directors, if such ratification 
 involves no fraud ; and they may so ratify the action of the direc- 
 tors in increasing the salaries of two directors as officers of the 
 company.^ 
 
 A claim of a corporation officer against a bankrupt corpora- 
 tion for three months salary will not be allowed in the absence of 
 an express antecedent contract.^ 
 
 In an action against a corporation to recover salary as man- 
 ager by a person who acted as manager of the business before it 
 was taken over by the corporation, the written contract of employ- 
 ment between the prior owner of the business and the plaintiff, 
 is not admissible, if there be nothing to show that the plaintifiF 
 worked under the same contract as manager of the corporation.' 
 
 No compensation may be recovered by officers of a corpora- 
 tion for services rendered it, in the absence of a clear express 
 contract.® 
 
 The rule that an officer of a corporation is not entitled to com- 
 pensation, unless such compensation has been agreed to before- 
 hand, applies to the president of a corporation, whether he be a 
 director or a stockholder, or not.^" 
 
 The president of a corporation may not recover on the basis 
 of a quantum meruit for services rendered his corporation, ex- 
 cept where an express contract can be shown, and this is so al- 
 though the services for which he seeks to recover are profes- 
 
 (5) Russell V. Henry C. Patterson Co., 232 Pa., 113 (1911). 
 
 (6) Russell V. Henry C. Patterson Co., 232 Pa., 113 (1911). 
 
 (7) Metropolitan Knitting Mills, 3 Berks C. L. J., 151 (1910). 
 
 (8) Cox V. Philadelphia City Pottery Co., 38 Pa. Super. Ct., 545 
 (1909). 
 
 (9) Kutztown Water Co. v. Dietrich, i Berks Co., 67 (1908) ; Metro- 
 politan Knitting Mills, 3 Berks, 151 (1910). 
 
 (10) Bair & Gazzam Manufacturing Co. v. Vandersaal, 36 Pa. Super. 
 Ct, 61S (1908). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 3 1 
 
 sional, and not such as appertain to the office of president under 
 the by-laws of the corporation.^^ 
 
 In order to recover his increase of salary, the manager of a 
 corporation who is also a director therein, must show an express 
 contract or agreement by the corporation to pay such increase, 
 and when the by-laws of a company declare that its directors 
 shall manage its business and change the compensation of its 
 managers from time to time, such a claim is barred by a finding 
 that the directors never authorized the increase.^^ 
 
 Where all the stockholders of a corporation, including all of 
 the officers and directors, agree at a directors' meeting to make 
 up an impairment of capital proportionately to their respective 
 holdings of stock and their accounts are charged, respectively, 
 with the appropriate amounts and the larger stockholder after- 
 wards pays his proportion in cash, the agreement is an executed 
 one, based upon a sufficient consideration, and if another stock- 
 holder, being also an officer, sues the company for salary, the 
 charge against him made as above may be used as a set-off.^^ 
 
 Where it was agreed by all parties interested in the closing up 
 of the affairs of a corporation that one of its officers should at- 
 tend to such settlement, such officer is entitled to compensation, 
 and three per cent, on the amount handled by him is a reasonable 
 amount. It is immaterial that he may have meanwhile received 
 pay from other employers for other services. ^^ 
 
 Where a court finds on a bill in equity to restrain a corporation 
 from paying salaries to its officers, alleged to be unauthorized 
 and excessive, that such salaries were authorized by the unan- 
 imous action of the directors at a regular meeting at which the 
 plaintiff was present, that the plaintiff as an officer accepted 
 the increased salary, and that the salaries were not unusual or 
 excessive, the Supreme Court will not reverse such findings 
 where there is ample evidence to sustain them.^° 
 
 The president and treasurer of a corporation may not by their 
 deciding vote cast at a meeting of the directors, fix salaries for 
 themselves which practically consume the net earnings, without 
 
 (11) Althouse V. Cobaugh Colliery Co., 227 Pa., 580 (1910). 
 
 (12) McKean v. Riter-Conley Manufacturing Co., 230 Pa,, 319 (1911). 
 
 (13) Russell V. Henry C. Patterson Co., 48 Pa. Super. Ct., 571 (1912). 
 
 (14) Mcllvain v. Wallace, 47 Pa. Super. Ct., 448 (1911). 
 (is) Hodder v. Hogg, 230 Pa., g (1911). 
 
32 PRIVATE CORPORATIONS IN PENNSYI^VANIA. 
 
 consent of the stockholders and against the protest of the holders 
 of half the stock.'" 
 
 Where all the directors of a corporation owning all the stock 
 of the company and occupying all of its offices, resolve at a 
 meeting of the board to reduce the salaries of the officers, but the 
 minutes do not show when such reduction was to take place, and 
 a question afterwards arises as to whether such reduction was to 
 date from the beginning of the fiscal year of the company, or 
 from the first of the month during which the meeting of the 
 board was held, such question is for the jury.'^ 
 
 An officer and director of a corporation may not recover, for 
 extra services performed for the company at the instance of 
 the manager and president, in the absence of proof that the 
 compensation was agreed upon and his employment sanctioned by 
 the board of directors.'* 
 
 152. Powers of Officers as to Execution and Endorsement of Prom- 
 issory Notes. 19 
 
 In an action against a corporation on a promissory note signed 
 by its treasurer, the burden is on the plaintiflf to show the author- 
 ity of the treasurer to sign the note on behalf of the company. 
 If the by-laws neither authorize nor forbid the treasurer to sign 
 commercial paper, the plaintiff may offer testimony to show his 
 authority to the effect that the treasurer was a director of the 
 company, owning three-fourths of its stock, was manager of a 
 hotel operated by it, kept its bank account in his name as treas- 
 urer, signed cheques thereon in his name as treasurer, and had 
 previously signed notes for the company, including one to the 
 plaintiff, all of which had been honored and paid, where there 
 was nothing to show that the company did not receive the pro- 
 ceeds of the note, except that its books failed to show that it did.^" 
 
 Where the stockholders and directors of a corporation have 
 from its organization abandoned the entire management and con- 
 trol of its affairs to the president, the corporation is liable on its 
 promissory note given by the president without any express au- 
 thority from the board of directors or subsequent ratification, al- 
 
 (i6) Price V. Pittston Opera House Co., is Luz., 21 (1908). 
 
 (17) Russell V. Henry C. Patterson Co., 48 Pa. Super. Ct., 571 (1912). 
 
 (18) Holman v. Empire Track Brake Co., 28 Lane. L. R., 183 (1911). 
 
 (19) See Sees. 157, 159. 
 
 (20) First National Bank v. Colonial Hotel Company, 226 Pa., 292 
 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 33 
 
 though he uses the proceeds for his own purposes and the cor- 
 poration derived no benefit therefrom, the note having been given 
 to one paying full value therefor without knowledge of the 
 wrongful intent of the president.^^ 
 
 A corporation which receives the consideration for promissory 
 notes signed by its treasurer only, and frequently recognizes its 
 liability by paying discount upon the renewals and paying part 
 of the principal, may not later disaffirm the contract upon the 
 ground of want of authority in the treasurer to endorse.''^ 
 
 In the absence of any provision in the by-laws of a corpora- 
 tion, the president and secretary of the corporation have no power 
 to execute promissory notes in the name of the company, and the 
 company cannot be held liable on such notes, unless it has di- 
 rectly benefited from them.^^ 
 
 Where a corporation receives the proceeds of a promissory 
 note endorsed by its president, the endorsement is ratified and 
 the corporation is estopped from denying the president's author- 
 ity." 
 
 A corporation is liable on its promissory note, although the 
 same was not executed in the manner prescribed by its by-laws, 
 where the corporation has received the benefit of the proceeds 
 of such note, or where there has been a course of dealing of the 
 same irregular character between the same parties for a number 
 of years, or where the entire management and control of the 
 company has passed into the hands of the officer who executed 
 the note in its name. Where, however, it was sought to charge a 
 corporation with liability upon a note so executed, it not appear- 
 ing that the proceeds thereof had been used in its business, it 
 was held error for the court below to admit evidence to show a 
 course of dealing between the holder of the note and the pre- 
 decessor in business of the corporation, no connection being 
 shown between such corporation and said predecessor such as to 
 bind the company on account of his action. ^^ 
 
 (21) Chestnut Street Trust & Saving Fund v. Record Publishing Com- 
 pany, 227 Pa., 235 (1910). 
 
 (22) First National Bank of Bangor v. American Bangor Slate Com- 
 pany, 229 Pa., 27 (1910) ; 18 D. R., 564; 36 Pa. C. C, 65. 
 
 (23) Monongahela National Bank v. Harmony Land Co., 226 Pa., 440 
 (1910). 
 
 (24) Mutual Alliance Trust Co. v. Nacrelli, 11 Del., 382 (1910). 
 
 (25) Hartzell v. Ebbvale Mining Co., 239 Pa., 602 (1913). 
 
34 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 153a. When Officers of Corporations may be Compelled to Testify 
 as if Under Cross-Examination. 
 
 In any civil proceeding, vi^hether or not it be brought or de- 
 fended by a person representing the interests of a deceased or 
 lunatic assignor of any thing or contract in action, a party to the 
 record, or a person for whose immediate benefit such proceeding 
 is prosecuted or defended, or any director or other officer of a 
 corporation or joint stock or other association which is a party 
 to the record, or for the immediate benefit of which such pro- 
 ceeding is prosecuted or defended, or any other person whose 
 interest is adverse to the party calling him as a witness, may be 
 compelled by the adverse party to testify as if under cross-ex- 
 amination, subject to the rules of evidence applicable to witnesses 
 under cross-examination, and the adverse party calling such 
 witnesses shall not be concluded by his testimony, but such per- 
 son so cross-examined shall become thereby a fully competent 
 witness for the other party as to all relevant matters, whether 
 or not these matters were touched upon in his cross-examination, 
 and also, where one of the several plaintiff or defendants, or the 
 person for whose immediate benefit such proceeding is prosecuted 
 or defended, or such director or officer, or such other person 
 having an adverse interest, is cross-examined under this section, 
 his co-plaintiffs or co-defendants, or fellow directors or officers, 
 shall thereby become fuly competent witnesses on their own be- 
 half, or on behalf of the corporation or association of which they 
 shall be directors or officers, as to all relevant matters, whether 
 or not these matters were touched upon in such cross-examina- 
 tion." 
 
 A rule of court providing that persons attending court as the 
 agent of a party plaintiff or defendant shall not be allowed costs 
 as witnesses, does not apply to the secretary of a corporation 
 appearing merely as a witness for the corporation, though he 
 may have made the affidavit of defense in the case.^^ 
 
 157. Managers of Corporations. 
 
 The proceeds of a note discounted by a bank were passed to the 
 credit of a corporation in the wholesale liquor business, the by- 
 laws of which provided that cheques should be signed by the 
 
 (26) Act of March 30, 1911, P. h- 35. amending Sec. 7, Act of May 23, 
 1887, P. L. is8. 
 
 (27) George v. American Nat. Gas Co., i Westm. L. J., 34 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 35 
 
 secretary or treasurer and countersigned by the president or 
 vice-president. The president and secretary executed a power of 
 attorney in the name of the company empowering a person de- 
 scribed as a "manager" to sign company cheques. No resolution 
 of the directors authorized this act. The so-called manager sold 
 imported beer for his own account under the name of "manager 
 of foreign beer department," followed by the name of the com- 
 pany. He used the name of the corporation in his business, with 
 the knowledge of the directors, the object being to conceal the fact 
 that he was violating the liquor laws by selling liquor without a 
 license. Held, that the bank which had paid out moneys on the 
 manager's cheques had a right to assume that such person was 
 conducting a department of the corporation's business, and that 
 in checking out money he was checking it for the corporation.^' 
 
 The general manager of a corporation who is also the vice- 
 president, absolutely controls all of the stock of the company and 
 has the full and absolute management of its affairs, the corpora- 
 tion having no president, may bind the company by contract to 
 pay $1,500 to an agent to procure a loan of $5,000 for it.''" 
 
 In a suit against a street railway company to recover back 
 moneys which the plaintiff had paid the company under an agree- 
 ment that the latter would build a specified extension of its line 
 within a specified period, the company may not defend on the 
 ground that the contract was signed by the general manager and 
 not by the president and secretary of the company, attested by its 
 seal, where it appears that such manager was acting within the 
 scope of his authority, that the contract had been submitted for 
 approval to the general officers and that the money paid by the 
 plaintiff passed into the treasury of the company.^" 
 159. President. 
 
 Acquiescence and ratification by stockholders and directors of 
 unauthorized acts of the president of a corporation will not be in- 
 ferred from mere lapse of time, in the absence of evidence that 
 they were informed of the said acts. A resolution of a board of 
 directors that "the management and administration of the cor- 
 
 (28) First Nat. Bank of Allegheny v. Joseph Fleming & Co., Inc., 226 
 Pa., 416 (1910). 
 
 (29) Clark V. Freeport Clays, Products & Minerals Co., 52 Pa. Super. 
 Ct., I (1912). 
 
 (30) Weschler v. Buffalo & Lake Erie Traction Co., 51 Pa. Super. Ct., 
 92 (1912). 
 
36 private; corporations in Pennsylvania. 
 
 poration be left to the direction of the president" does not au- 
 thorize such president to act as the financial manager of a cor- 
 poration and execute notes in its name." 
 
 The president of a corporation may not consent to the appoint- 
 ment of a receiver.'^ 
 
 In an action against a corporation upon a verbal contract be- 
 tween the president of the company as agent therefor, and the 
 plaintiff, a sub-contractor on the defendant's building, the case 
 is for the jury and a verdict for the plaintiff will be sustained 
 where it appears that the principal contractor had failed owing a 
 sum of money to the plaintiff, and that the latter had refused to 
 continue work until paid; that the president of the defendant 
 company requested the plaintiff to proceed, and upon his refusal 
 agreed to pay him the balance due and the contract price for 
 finishing the work, upon which the plaintiff resumed operation; 
 that the president had made other contracts which were ratified 
 by his company, and that there was no reason why he should 
 have contracted in his individual capacity.'^ 
 
 A. filed a bill in equity to restrain the receiver of a national 
 bank from selling certain stock and bringing suit upon a note 
 given by A., alleging an agreement between A. and the bank 
 that the note was to be paid out of dividends to be declared upon 
 the stock and was to be continued from five to ten years until 
 paid with five per cent, interest. It developed upon hearing 
 that the alleged agreement was made with the president of the 
 bank, but not ratified or authorized by the board of directors 
 or the discount committee, and that the president was person- 
 ally interested in the transaction. Held, that the agreement 
 was not binding, and that A. was bound to inquire further and 
 ascertain that the agreement was duly authorized.^* 
 
 The president of a corporation entrusted with its management 
 is answerable to his corporation for the want of reasonable or 
 ordinary care, his responsibilities being greater than those of a 
 director.^" 
 
 Entries on the books of a corporation made by a deceased pres- 
 
 (31) Chestnut Street Trust & Sav. Fund Co., v. Record Pub. Co., 18 
 D. R., SSS (1909). 
 
 (32) Flory Mfg. Co. v. Bangor Slate Co., 18 D. R., 564 (1909) ; 36 Pa. 
 C. C, 6s. 
 
 {33) Krimmel v. Moss Cigar Co., 237 Pa., 253 (1912). 
 
 (34) Herron v. Murray, 57 Pitts., 638 (1909). 
 
 (35) Rathfon v. Lancaster Trust Co., 26 Lane. L. R., 369 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 2)7 
 
 ident, or under his direction, constitute a standing acknowledg- 
 ment of his Hability as against himself and his legal representa- 
 tives, and may form the basis of a suit for recovery.^® 
 
 The president of a corporation about to excavate its land for 
 building purposes agreed with the owner of adjoining land to ex- 
 cavate in a specified manner, so that the building on such land 
 should not be injured. The president neglected to have the ex- 
 cavation so made, with the result that the said building was in- 
 jured. Held, that the owner who had relied on such agreement 
 and consequently taken no precautions to shore up his building 
 might recover damages in an action of trespass against the presi- 
 dent individually.^^ 
 
 An unauthorized contract of employment made by the presi- 
 dent of a corporation may be ratified so as to bind the company, 
 if the directors accept services under the contract, fail to dis- 
 avow, and acquiesce in the arrangement within a reasonable time. 
 In such a case the burden is on the plaintiff to show such acquies- 
 cence in, knowledge of and adoption of his services by the cor- 
 poration.^' 
 161. The President of a Corporation May Not 
 
 Contract in writing for the purchase of real estate in the com- 
 pany's name, without authority and contrary to the by-laws and 
 without the knowledge of the directors or other officers ; and no 
 ratification of the contract may be inferred from the fact that 
 the company entered into possession of the real estate under a 
 lease which had no connection with the contract and paid rent 
 therefor, although the lease was for a year and the contract to 
 purchase provided for a settlement in a year.^' 
 163. Treasurer. 
 
 Although the treasurer of a corporation has no authority mere- 
 ly by virtue of his office to contract for his corporation, yet if he 
 has been accustomed to make certain contracts for it in which the 
 corporation has acquiesced, it is estopped from denying his 
 agency in making new contracts of a like nature.*" 
 
 (36) Rathfon v. Lancaster Trust Co., 26 Lane. L. R., 369 (1909). 
 
 (37) Malone v. Pierce, 231 Pa., 534 (1911). 
 
 (38) DeForest v. Northwest Townsite Co., 236 Pa., 125 (1912) ; 241 Pa., 
 
 78. 
 
 (39) McKibbin v. Hulton Dyeing & Finishing Company, 227 Pa., 153 
 (1910). 
 
 (40) First National Bank of Bangor v. American Bangor Slate Com- 
 pany, 229 Pa., 27 (1910) ; 18 D. R., 564; 36 Pa. C. C, 65. 
 
38 PRIVATE CORPORATTONS IN PENNSYLVANIA. 
 
 168. Liability of Corporations for Acts of Agents. 
 
 "Apparent authority is such authority as a reasonably prudent 
 man, using diligence and discretion in view of the principal's con- 
 duct, would naturally suppose the agent to possess. The appar- 
 ent authority of an agent which will be sufficient to bind the prin- 
 cipal for acts done thereunder is such authority as he appears 
 to have by reason of the actual authority which he has."*^ 
 
 Where a trust company invests its trust officer with the gen- 
 eral management of a particular branch of its business it confers 
 upon him the powers of a general agent coextensive with the 
 business entrusted to his care."* 
 
 Where a defendant in a scire facias sur mechanics' lien denied 
 the right of the corporation plaintiff to file the lien on account of 
 the acceptance of a note by an agent of the company, the burden 
 is upon the defendant to show the authority of the agent to ac- 
 cept the note as payment, and the defendant cannot prevail as 
 to such defense, if the agent denies that he had such authority 
 and no other proof is offered." 
 
 The general rule as to agents of corporations is, that a cor- 
 porate agent, like the agent of an individual, may make only such 
 contracts as he is expressly authorized to make, or such contracts 
 as pertain to the duties which the corporation imposes on him. 
 Hence, a person may not retain negotiable securities pledged with 
 him by an agent of a corporation for the debt of a third person, 
 where it appears that such person knew the securities were the 
 property of the company, that he made no inquiry as to the au- 
 thority of the agent, and that, if he had made inquiry, he would 
 have learned that the pledge was not only made without authority 
 but in violation of the duties of the agent.*' 
 
 In an action by a real estate company based upon an agreement 
 in writing, an affidavit of defense is insufficient which sets up 
 representations and non-performed promises made by unregis- 
 tered agents of the plaintiff, without setting forth their authority 
 to make the same." 
 
 (41) Winter v. Iron City Stamping Co., 51 Pa. Super. Ct, 11 (1912). 
 (41*) Buckwalter Stove Co. v. Central Trust & S. Co., 53 Pa. Super. 
 
 Ct., 5S8 (1913)- 
 
 (42) American Car & Foundry Co. v. Alexandria Water Co., 221 Pa., 
 529 (1908). 
 
 (43) Interstate Securities Co. v. Third National Bank, 3S Pa. Super. 
 Ct, 277 (1908). 
 
 (44) Folsom Real Estate Co. v. Esmark, 38 Pa. Super. Ct., 580 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 39 
 
 Where a person acting as general representative of a street 
 railway company and its underlying companies in their dealings 
 with a city, his authority being recognized by all the companies 
 and assumed by the city authorities, secures for his principals a 
 franchise to lay tracks upon certain streets, which franchise is 
 accepted by the principals upon certain conditions made or agreed 
 to by him on their behalf, all the corporations represented are to 
 be considered as parties to the agreement and will not be heard 
 to dispute, on the ground of a lack of antecedent authority in him 
 to represent them, either the fact that he did represent them dur- 
 ing all the negotiations or the force of any undertaking made by 
 him on their behalf." 
 
 Where a bank dealing with a person in possession of bonds 
 knows that such person is acting as the agent of the owners of 
 the bonds, and not on his own behalf, it is bound to inquire into 
 the authority of the agent and, if it accept the bonds in pledge 
 and it afterwards appear that the agent had no authority to 
 pledge them, the owner may repudiate the transaction, and it is 
 immaterial in such case that the agent was a director and man- 
 ager of the bond department of the corporation which owned 
 the bonds, it appearing that he had no authority to pledge them 
 as collateral to a promise to pay the debt of another.** 
 
 168a. Personal Liability of Agents. 
 
 Where a resident of Pennsylvania signs a contract as agent 
 for a certain company, knowing that such company is an un- 
 registered foreign corporation without authority to do business 
 in the Commonwealth, the contractor having no knowledge of 
 such facts, the agent will be personally liable on the contract.*' 
 
 179a. Minutes of Meetings May Be Proven by Parol. 
 
 "When corporate action is taken as the law requires, if for any 
 reason the minutes which should contain a proper record of that 
 corporate action, are lost, destroyed or mutilated, it is competent 
 to prove by those present at the meeting what action was taken. 
 It sometimes happens that by inadvertence or otherwise no min- 
 ute was made of what occurred at the meeting although proper 
 
 (45) Reading v. United Traction Co., 232 Pa., 303 (1911) ; 3 Berks, 245. 
 
 (46) Interstate Securities Company v. Third National Bank, 231 Pa., 
 422 (1911). 
 
 (47) Raff V. Isman, 235 Pa., 347 (1912) ; 84 Atlantic Rep., 352. 
 
40 PRIVATi; CORPORATIONS IN PIJNNSYI^VANIA. 
 
 action was taken, but in such a case the right to prove by parol 
 what was done cannot be denied. As we read our own cases, 
 it is settled law that where an ordinance or resolution is actually 
 passed by a corporation, and through inadvertence or mistake 
 such resolution is not recorded in the minutes, the fact of its 
 passage may be proved by the testimony of those present at the 
 meeting. Harmony Building Association v. Goldbeck, 13 W. N. 
 C, 24; Bohan v. Avoca Borough, 154 Pa., 404; Sidney School 
 Furniture Co. v. School District, 158 Pa., 351; Roland v. School 
 District, 161 Pa., 102." " 
 
 186. Directors May Act Only at Meetings of the Board. 
 
 Where a natural gas company alleged that a contract to fur- 
 nish gas to another company was invalid, because it was not ap- 
 proved at a meeting of its directors at which a quorum was pres- 
 ent, and it appears that both companies had treated the con- 
 tract as a valid contract, and did everything required to be done 
 under its terms for a considerable length of time, held, that the 
 facts were sufficient to constitute a ratification of the contract.*' 
 
 187. Notice of Directors' Meetings. 
 
 A contract made by a majority of a board of directors may not 
 be enforced if some of the directors were not notified of the time 
 and place of the meeting at which the contract was made.^" 
 
 Where a corporation has adopted a specific by-law as to the 
 notice to be given directors of special meetings of the board, it 
 is indispensable that all of the directors be given the notice pre- 
 scribed by the by-law before a legal meeting of the board can be 
 held, unless they should all attend and take part in the meeting 
 without such notice.^^ 
 
 A director who has had actual notice that a meeting is to be 
 held, but has not been informed of its object nor notified forty- 
 eight hours prior to the meeting as prescribed by the by-laws, is 
 not bound by the proceedings unless he attends the meeting.^^ 
 
 (48) Boalsburg Water Co. v. State College Water Co., 240 Pa., 198, 
 209 (1913). 
 
 (49) Greensboro Gas Co. v. Home Oil & Gas Co., 222 Pa., 4 (1908). 
 
 (50) Jones V. Coal Company, 9 Lack., 379 (1909). 
 
 (si) Hebb v. Hebb Coke Drawer Co., 37 Pa. C. C, 354 (1910) ; 20 D. 
 R., 199- 
 
 (52) Hebb V. Hebb Coke Drawer Co., 37 Pa. C. C, 354 (1910) ; 20 D. 
 R., 199- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 4I 
 
 189. Common Law Liability of Directors. 
 
 "While it may not be legally accurate to say that a director of a 
 corporation is a trustee for the entire body of stockholders within 
 the exact meaning of that term, there can be no doubt he does 
 occupy such a fiduciary relation as to imperatively demand both 
 in good morals and sound law that he shall manage the business 
 of the company in such a manner as to promote not his own in- 
 terests but the common interests of all the shareholders. He is 
 a mandatory or agent or implied trustee of the stockholders, and 
 as such the doctrine applicable to trust relations will be enforced 
 against him and in favor of the rights of the stockholders." °' 
 
 The directors of a bank are not personally liable for losses oc- 
 casioned through the fraud, misconduct and unauthorized acts 
 of the president who deceived them by false reports and state- 
 ments, but only for gross inattention and negligence and for 
 losses resulting from fraud and misconduct for their own ben- 
 efit." 
 
 Directors owe a duty as trustees not only to the nominal share- 
 holders of their companies, but also to the subscribers to the 
 stock thereof. This duty is cognizable in equity, and the prin- 
 ciple that a trustee may not plead laches against his cestui que 
 trust applies."^ 
 
 The directors of a land title and trust company are not person- 
 ally liable to the creditors of such company because they permit- 
 ted the corporation to begin business without having ten per 
 cent, of its stock paid in when the certificate was sworn to and 
 $125,000 of the capital paid in when it started in business, where 
 there is no averment that the acts of the defendants caused loss 
 to the corporation or brought about its insolvency when the claim 
 is for moneys due by the defendants to the plaintiffs directly,^' 
 nor may the receiver of such a company maintain a bill in equity 
 to enforce on behalf of creditors a personal liability against such 
 directors alleged to have been incurred in the same manner.^' 
 
 The capital of a corporation may not be lawfully used for the 
 payment of dividends, and the directors of a ship-building com- 
 
 (53) Schaffhauser v. Arnholt & Schaefer Brewing Company, 218 Pa., 
 298 (1907) ; Rathfon v. Lancaster Trust Co., 26 Lane. L. R., 369 (1909). 
 
 (54) Rathfon v. Locher, 27 Lane. L. R., 337 (1910). 
 
 (55) Mackey Baking Company v. Maekey, 19 D. R., 893 (1909). 
 
 (56) Land Title & Trust Co. v. Connolly, 233 Pa., i (1912). 
 \57) Kinter v. Connolly, 233 Pa., 5 (1912). 
 
 4 
 
42 privath; corporations in Pennsylvania. 
 
 pany will not be relieved from liability for wrongfully declaring 
 dividends out of capital because said directors were not practical 
 ship-builders nor personally familiar with processes of construc- 
 tion, where it appears that if they had examined the reports of 
 the treasurer to them with ordinary care they would have dis- 
 covered inflations of value, impairment of capital and shortage 
 of working capital. Nor will they be relieved from such liability 
 because the report of the receiver of the company showed that 
 the assets of the company exceeded its liabilities when it passed 
 into his hands, when an inspection of said report shows that the 
 capital stock was not taken into consideration in it as a liability.^' 
 
 190. Statutory Liability of Directors and Officers. 
 
 Where the highest court of appeal of another state has decided 
 that the liability imposed upon the directors of corporations of 
 such state for failure to make statutory returns is a penal lia- 
 bility, the courts of this Commonwealth will not enforce such 
 liability against the directors in an action brought to enforce the 
 penalty in this state. ^^ 
 
 The directors of a corporation are not liable for the debts of 
 the company contracted in the usual course of business, whether 
 such debts are or are not in the aggregate more than the paid-in 
 capital stock."" 
 
 191. Directors of Manufacturing, Hechanical, Etc., Companies In- 
 
 dividually Liable for Declaring Dividends When. 
 
 Illegal distributions of supposed profits, made by the officers of 
 a corporation without formal action by its board of directors, 
 are dividends within the meaning of the Acts of July i8, 1863, 
 (1864) P. L. 1 102, and April 29, 1874, and are not assets of the 
 corporation so as to give a general receiver authority to enforce 
 the collection of the same. The only liability of the officers in 
 such case is to the creditors of the company, who must first have 
 the amounts of their indebtedness adjudicated in an action against 
 the corporation, and then file their bill for themselves and other 
 like creditors against the officers making such illegal payments.®* 
 
 (58) Cornell v. Seddinger, 237 Pa., 389 (1912). 
 
 (59) Commercial Nat. Bank v. Kirk, 222 Pa., 567 (1909). 
 
 (60) Miller v. York Coated Paper Co., 39 Pa. Super. Ct, 538 (1909). 
 
 (61) Childs V. Adams, 43 Pa. Super. Ct., 239 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 43 
 
 192. Directors Must Account for Secret Profits. 
 
 In an action by a stockholder against the directors of a corpora- 
 tion to recover a share of the profits on stock illegally sold to 
 themselves by the directors, at par, and thereafter sold at an ad- 
 vance, the statute of limitations is not a bar where it appears that 
 the suit was brought on March 22, 1907, that the certificates were 
 dated March 13, 1901, but that the stock was not actually deliv- 
 ered to the defendants or paid for by them until April 2, 1901."^ 
 
 A corporation had practically its whole capital invested in a 
 valuable piece of real estate. The president of the company was 
 informed by the agent of another corporation that such corpora- 
 tion desired to buy said real estate, but although said president 
 knew that his company was willing to sell its property he led the 
 agent to believe that the real estate could not be purchased. Af- 
 terwards negotiations were carried on between the two which 
 resulted in a written contract whereby the agent undertook to 
 buy from the president a majority of the stock of the company 
 owning the real estate, and thereupon said president and a stock- 
 holder of his corporation acting collusively bought enough stock 
 to gain control of the corporation which they turned over to the 
 agent of the other corporation, whereby the agent secured control 
 of the corporation owning the real estate, which real estate was 
 thereupon regularly sold to the agent's corporation for a not in- 
 adequate price. On a bill filed by certain of the stockholders, 
 held, that said president and director should refund to such claim- 
 ants their proportionate share of the profits made on the sale of 
 stock to the agent, it appearing that all of the negotiations, ar- 
 rangements and contracts in the stock deal and the sale and trans- 
 fer of real estate were really parts of one and the same transac- 
 tion.*' 
 
 Where the president of a corporation, authorized to dispose of 
 the plant of the company in order that the same may be located 
 elsewhere, procures an option on a certain tract of land in the 
 name of another person and sells it to the corporation at a large 
 advance on the cost price, not disclosing the fact of his ownership, 
 but leading the directors and stockholders to believe that he is 
 acting for the corporation and purchasing from a stranger, he 
 
 (62) Strickler v. McElroy, 40 Pa. Super. Ct., 277 (1909). 
 
 (63) Commonwealth T. I. & Tr. Co. v. Seltzer, 227 Pa., 410 (1910). 
 
44 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 will be compelled to account to the corporation for the profits 
 thus secretly made."* 
 
 196. Contracts Between Directors and Their Corporations. 
 
 Where the directors of a corporation supplied money where- 
 with to meet its legitimate needs, and the money so furnished 
 is properly used in carrying on the corporate business, they are 
 entitled to recover from the company the value of the money so 
 supplied and used, not upon the basis of any actual contract, but 
 on that of a duty which the law imposes to make fair compensa- 
 tion for what has been properly received and applied, and moneys 
 paid by the president of a company to employees thereof may be 
 recovered by him from the corporation, if such expenditures 
 were known, adopted and ratified by the board of directors." 
 
 196. Birectors as Preferred Creditors. 
 
 An insolvent corporation may not transfer its assets to its own 
 officers and directors to secure them for existing indebtedness, 
 and where it does so a court of equity will decree the assignment 
 to be null and void at the suit of the trustee of the corporation 
 in bankruptcy, and will order a reconveyance and an account- 
 ing;*" but where the president of a corporation advances money 
 to lift certain promissory notes of the company on which he was 
 endorser, and the directors of the company authorize confession 
 of judgment in his favor for the amount of such advances, the 
 president being the only creditor of the company aside from its 
 bondholders, the judgment will not be opened at the instance of 
 persons who are neither creditors nor bona fide stockholders of 
 the company."' 
 
 202. Befusal of Directors to Institute Legal Proceedings. 
 
 A stockholders bill to compel the restoration to the treasury 
 of the company of certain funds alleged to have been illegally 
 diverted therefrom by some of its directors must set out that ap- 
 plication for such restoration was made to the board of directors 
 and refused. An averment "That plaintiflfs duly notified the 
 
 (64) Douglass-Whisler Brick Co. v. Simpson, 233 Pa., 515 (1912). 
 
 (65) Hebb V. Hebb Coke Drawer Co., 37 Pa. C. C, 354 (1910) ; 20 
 D. R., 199. 
 
 (66) Page v. Moore, 239 Pa., 285 (1913)- 
 
 (67) Heidrich v. Pittsburg, Summerville & Clarion R. R. Co., 239 Pa, 
 29 (1913). 
 
PRIVATE CORPORATIONS IN PBNNSYLVANIA. 45 
 
 said defendant company of the facts herein set forth and re- 
 quested it to bring suit against the said directors, but it has re- 
 fused to do so," is insufficient ; °^* but if it sufficiently appears 
 that a demand would be useless, it need not be made."* 
 
 Where a stockholder seeks by a bill in equity against certain 
 officers and directors of a company to compel an accounting and 
 payment to him of moneys which should have accrued to the 
 corporation but for the fraudulent acts of the defendants, the 
 corporation is a necessary party defendant to the maintenance of 
 the action.*" 
 
 The rule is that a bill which asserts the right of a corporation 
 must ordinarily be brought by the corporation itself, and that 
 the right of an individual stockholder to act for the corporation 
 is exceptional, but where a corporation has practically gone into 
 liquidation and its trustees have no active duties to perform and 
 where these trustees are found to be the nominees of the defend- 
 ants who committed the wrong complained of and the stockhold- 
 ers have reason to believe that a suit in the name of the corpora- 
 tion would not be prosecuted with effect, they will be permitted 
 to bring and maintain their own bill.*'* 
 
 204. HiscellaneouB. 
 
 Where a corporation makes a demand note to its own order, 
 which is endorsed by the directors and delivered as collateral 
 security for the payment of another note of the company, and 
 subsequently the directors accept the benefit of a deed of trust of 
 all the property of the company executed to secure them against 
 loss as endorsers, and it appears that the property covered by the 
 deed was sufficient to secure them, such directors become prin- 
 cipals, and may not be relieved of liability as endorsers by claim- 
 ing any privilege incident to the contract of endorsement.^" 
 
 206. Corporate Meetings. 
 
 Where a corporate meeting is once organized and all stock- 
 holders present have participated, no person or faction, even 
 
 (67*) Flynn v. Bellevue Coal Co., 12 Lack. J., 327 (1911). 
 
 (68) Girard Trust Co. v. Transit Co., 8 Schuylkill L. R., 236 (1912). 
 
 (69) Kelly V. Thomas, 234 Pa., 419 (1912). 
 
 (69*) Com. T. I. & Tr. Co. v. Seltzer, 227 Pa., 410 (1910). 
 
 (70) AUdreds Estate (No. 2), 229 Pa., 632 (1911). 
 
46 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 though it constitute a majority of the stockholders, may then de- 
 feat the organization or render the subsequent proceedings in- 
 valid by refusing to vote or by withdrawing. Where there is a 
 legally constituted meeting, the acts of a majority of those pres- 
 ent are the acts of the corporation, though such a majority be 
 less than a majority of the total number of shareholders, and not- 
 withstanding that a by-law of the corporation provides as fol- 
 lows: 
 
 "The holders of a majority of the stock issued shall constitute 
 a quorum for the transaction of business at any regular or special 
 meeting. If no quorum be present at any meeting so called, a 
 less number may meet and adjourn from time to time until a 
 quorum be present." ^^ 
 
 208. Notice of Corporate Meetings. 
 
 All subscribers to the stock of a corporation are entitled to 
 notice of the corporate meetings, which notice should not be 
 confined to the incorporators of record, and subscribers to par- 
 ticipating preferred stock are entitled to notice of meetings at 
 which action affecting the issue of common stock is contemplated 
 or taken.''^ 
 
 209. Quorum. 
 
 See Section 206. 
 
 212. Proxies. 
 
 The validity of a corporate election may not be impeached 
 because an alternate in a proxy voted certain shares when the 
 principal in the proxy was present, where none of the share- 
 holders who executed the proxies complained, and they all subse- 
 quently formally ratified the action of the alternate.''^"^* 
 
 213. Votes. 
 
 Where a corporation incorporated prior to April 29, 1874, 
 whose constitution and by-laws provided that each stockholder 
 should have one vote, reincorporated afterwards under the pro- 
 visions of the Act of April 29, 1874, without changing the pro- 
 vision in its by-laws relative to voting, held, that the stockholders 
 
 (71) Com. V. Vandegrift, 232 Pa., 53 (1911). 
 
 (72) Mackey Baking Co. v. Mackey, 19 D. R., 893 (1909). 
 (73-74) Com. V. Roydhouse, 233 Pa., 234 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 47 
 
 of such corporation were subject to the provisions of Section lo 
 of the said Act of April 29, 1874, and entitled to cast one vote 
 for each share of stock held by them, and that such stockholders 
 were not required to give previous notice of intention to cast one 
 vote for each share.'' 
 
 A by-law of a building and loan association provided that all 
 nominations for officers and directors should be made by a nom- 
 inating committee to consist of three members. Nominations 
 might also be made by twenty-five per cent, of the stockholders 
 in good standing. Under the terms of the by-law no one was eli- 
 gible for any office unless nominated by said committee or twenty- 
 five per cent, of the stockholders. Held, that said by-law was 
 illegal and void, because it deprived the stockholders of all prac- 
 tical control of elections and was contrary to Section i of the 
 Act of April 25, 1876, P. L. 47, amending Section 10 of the Act 
 of April 29, 1874, providing that each share of stock shall entitle 
 the holder to one vote.'* 
 
 The charter of a church provided that vestrymen should be 
 chosen by the members of the church agreeably to its constitu- 
 tion, which constitution provided that no member should be en- 
 entitled to vote "except those who have been regularly admitted 
 and shall have been a member of the church twelve months pre- 
 ceding the election." Held, that a by-law requiring more than 
 twelve months' membership as a qualification for voting was in- 
 valid.'«' 
 
 Where, in such case, a resolution of the vestry required that a 
 member of the church might not vote unless he had paid the dues 
 for the preceding year within such year, held, that such resolution 
 was unreasonable and invalid.'**' 
 
 215. Cumulative Voting. 
 
 A stockholder voting by ballot at an election for directors, de- 
 siring to cumulate his vote on one director, must clearly indicate 
 on his ballot his intention to cumulate. It is not enough to write 
 
 (75) Commonwealth v. Smith, 19 D. R., 638 (1910) ; 37 Pa. C. C, 625. 
 
 (76) Com. V. Knorr, 21 D. R., 784 (1912) ; 40 Pa. C. C, 325. 
 
 (76*) Howard v. African Episcopal Church, 52 Pa. Super. Ct., 116 
 (1912). 
 
 76**) Howard v. African Episcopal Church, 52 Pa. Super. Ct., 116 
 (1912). 
 
48 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 on the ballot merely the number of shares which he votes and the 
 name of one candidate.'^ 
 
 A stockholder desiring to cumulate his vote must clearly indi- 
 cate on his ballot the dififerent candidates he wishes to vote for, 
 the number of shares he is entitled to vote and the number of 
 votes he wishes to cumulate on each of the candidates voted for. 
 Where at an election for eleven directors of a state bank a 
 holder of proxies for one hundred and four shares attached to 
 each proxy a ballot with the names of eleven candidates printed 
 thereon, ten of which names he had erased, and voted twenty 
 shares owned by himself in a similar manner, held, that the ballot 
 should be counted as one hundred and twenty-four votes for the 
 candidate whose name was not so erased, and not by cumula- 
 tion." 
 
 217. Voting Trusts. 
 
 An agreement between the majority of stockholders of a cor- 
 poration and its three directors whereby the stockholders transfer 
 the legal title and voting rights of their stock to said directors and 
 trustees for the term of five years, the design being to secure a 
 continuation of the business policy of the company inaugurated 
 by the officers then in control of its affairs, is not invalid. While 
 the general policy of law prohibits the separation of the voting 
 power from a beneficial interest in the stock, such a separation 
 may be justified where there is a proper interest to conserve, a 
 definite policy in the interest of the company to be carried out 
 or some beneficial and not unlawful interest of the stockholders 
 to be served. A provision in such agreement giving the trustees 
 the first right to purchase the stock of any contracting party not 
 desiring to continue the trust relation at the end of the term 
 of the agreement, for double the par value of the same, for the 
 use and benefit of the remaining parties, renders the power be- 
 stowed a power coupled with an interest and therefore irrevo- 
 cable." 
 
 A voting trust agreement is revocable which gives no beneficial 
 interest to the trustee and confers upon him only the right to 
 
 (77) Com. V. Stager, 20 D. R., 650 (1911). 
 
 (78) Com. V. Blatchford, 21 D. R., 453 (1912) ; 16 Luz., 169. 
 
 (79) Boyer v. Nesbitt, 227 Pa., 398 (1910) ; 15 Luz., 105. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 49 
 
 vote as directed by a committee of stockholders, and to distribute 
 dividends among the parties to the agreement.*" 
 
 218. Evidence of Bight to Vote. 
 
 A trustee under a voting trust which gives him no beneficial 
 interest and confers upon him only the right to vote as directed 
 by a committee of stockholders, and to distribute dividends among 
 the parties to the agreement, is disqualified from voting under 
 Section i of the Act of May 26, 1893, P. L. 141, although regis- 
 tered as owner, and the beneficial owner of the stock is entitled to 
 vote it, on furnishing proof of ownership.*^ 
 
 A by-law which provides that the right of a stockholder to 
 vote depends upon his being registered on the books of the cor- 
 poration as owner of his shares for twenty days before an elec- 
 tion, does not affect the right of the beneficial owner to vote 
 under the second section of said Act of May 26, 1893, P. L. 141.*' 
 
 It is the duty of the judges of election, under the provisions of 
 the Act of May 26, 1893, P. L. 141, to reject votes offered in 
 the name of an undisclosed trust.*' 
 
 The plain intention of the statute is to prevent voting by an 
 inactive trustee or the vote of an undisclosed trust. It cannot be 
 said that such a requirement is destroying any property right. 
 It is merely regulating the exercise of the right. If the trust be 
 not active, the right to vote the stock is expressly reserved to the 
 real owner by the second section of the act.'* 
 
 Objection to the voting of stock need not necessarily be made 
 at the precise moment of the offer of the ballot. It would seem 
 that it is sufficient if protest is made while the election is still in 
 progress.*^ 
 
 The provisions of the Act of May 26, 1893, P. L. 141, requir- 
 ing the rejection of votes at corporate elections tendered by trus- 
 tees, the character of whose trusteeship is disclosed neither on the 
 face of their stock certificates nor on the transfer books of the 
 company is directory and not mandatory. Hence, where a vote is 
 tendered by an active trustee, the character of whose trustee- 
 
 (80) Com. V. Roydhouse, 233 Pa., 234 (1912) ; 13 North. Co. Rep., 88. 
 
 (81) Com. V. Roydhouse, 233 Pa., 234 (1912) ; 13 North. Co. Rep., 88. 
 
 (82) Com. V. Roydhouse, 233 Pa., 234 (1912) ; 13 North. Co. Rep., 88. 
 
 (83) Coolbaugh v. Herman, 221 Pa., 496 (1908). 
 
 (84) Coolbaugh V. Herman, 221 Pa., 496 (1908). 
 
 (85) Coolbaugh v. Herman, 221 Pa., 496 (1908). 
 
50 PRIVATg CORPORATIONS IN PENNSYLVANIA. 
 
 ship is satisfactorily disclosed to the election officers, though not 
 in the manner required by statute, such vote should be received." 
 
 281. Judges of Elections— Invalid Elections. 
 
 The officers of election may not inquire into the intention of the 
 voter, except as it can be discovered from the ballots cast by him. 
 His intention may not be inquired into even in a proceeding in 
 the nature of quo warranto, except so far as it may be discovered 
 from an examination of the ballot which he has deposited.'^ 
 
 The last clause of Section 8 of the Act of April 29, 1874, P. L. 
 73, providing that "if any election, as aforesaid, be held without 
 the person holding the same having first taken an oath or af- 
 firmation as aforesaid, or be invalid for any other reason such 
 election shall be set aside in the manner now provided by law, 
 and a new election ordered by the court of common pleas of the 
 proper county, upon the petition of not less than five stockholders 
 supported by proof satisfactory to said court," does not refer to 
 the general election law of July 2, 1839, P. L. 519, conferring 
 upon the courts of quarter sessions jurisdiction to hear and de- 
 termine all cases in which the election of any county or town- 
 ship officer may be contested. "The manner now provided by 
 law" refers to proceedings by quo warranto, and the correct 
 method of testing the validity of an election of trustees of a 
 church by the congregation is by a writ of quo warranto, and not 
 by proceeding upon petition under the provisions of said Section 
 8 of the Act of April 29, 1874. Where an election is set aside 
 by a quo warranto proceeding a vacancy would result, in which 
 case a proceeding upon such petition would be the proper one.'' 
 
 222. Supervision of Elections by Courts of Equity. 
 
 Courts may supervise the right of stockholders attempting to 
 vote shares of stock of their corporations, where it appears that 
 some supervision is necessary to secure a fair and honest elec- 
 tion.»» 
 
 Holders of stock who have regularly taken their stock in ac- 
 cordance with the by-laws will not be restrained from voting the 
 same at a regular election for officers, in the absence of any evi- 
 
 (86) Com. V. Nesbitt, 14 Luz., 323 (1909). 
 
 (87) Com. V. Blatchford, 21 D. R., 453 (1912) ; 16 L,uz., 169. 
 
 (88) Grant Street Reformed Presbyterian Church's Appeal; Matthews' 
 Petition, 238 Pa., 419 (1913)- 
 
 (89) Coolbaugh v. Kinsey, 11 North., 242 (1908). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. SI 
 
 dence of fraud, or of intent on the part of such holder to use the 
 stock contrary to law or the by-laws of the association, even 
 though the stock may have been purchased for the purpose of 
 voting it at such election; and evidence of the financial inability 
 of one of the holders to purchase the stock held by him is imma- 
 terial.™ 
 
 229. Quo Warranto the Method of Contesting the Validity of Cor- 
 porate Elections. 
 
 Where a corporate election is held at the proper place and 
 the appointed time, and such meeting is regular, quiet and or- 
 derly, the validity of the election may be questioned only by a 
 writ of quo warranto.^^ 
 
 232. Batification of Acts of Promoters. 
 
 Where the officers and stockholders of a corporation and the 
 members of a partnership agree to form a new corporation to 
 take over the business of the two concerns, and the promoters 
 agree that one of the paid officers of the old company shall be- 
 come such an officer of the new, and, after the new corporation 
 is organized, such officer assumes his new office and performs 
 his duties, the contract of employment is binding upon the new 
 corporation, unless it is renounced and disapproved by its di- 
 rectors.** 
 
 237a. Full-Paid Stock. 
 
 "From Cook on Corporations, Vol. i. Sec. 50, where may be 
 found a general discussion of this question, supported by many 
 notes and citations, we quote the following: 'A bona fide pur- 
 chaser, for value and without notice, of stock issued by a cor- 
 poration as paid up, cannot be held liable on such stock in any 
 way, either to the corporation, corporate creditors or other per- 
 sons, even though the stock was not actually paid up as repre- 
 sented The law goes still further and holds that 
 
 where a person in open market, in good faith and without no- 
 tice, purchases certificates, such stock is to be deemed 'paid up' 
 in his hands, and he is protected as a bona fide purchaser, even 
 
 (90) Gallagher v. McAdams, 49 Pa. Super. Ct., 81 (1912) ; Jenkins v. 
 Baxter, 160 Pa., 199. 
 
 (91) Gallagher v. McAdams, 49 Pa. Super. Ct., 81 (1912); Jenkins v. 
 Baxter, 160 Pa., i99- 
 
 (92) Girard v. Case Bros. Cutlery Co., 225 Pa., 327 (1909). 
 
52 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 though there is nothing on the face of the certificates stating that 
 they are paid up. This can now be laid down as the established 
 rule. It is based on sound public policy, favoring as it does the 
 transfer of personal property and the ^waji-negotiability of stock 
 and discountenancing secret liens and constructive notice.' The 
 principle thus deduced by the learned author has been clearly 
 stated and followed in the decisions of the courts of last resort 
 of a number of the states of the Union as well as in England. 
 In Finletter v. Appleton, 195 Pa., 349, a bill was filed by the 
 receiver of an insolvent corporation against the company and its 
 stockholders to compel the payment of unpaid subscriptions to its 
 capital stock. The bill averred in detail the manner in which the 
 stock had been originally issued in violation of law and without 
 the receipt by the company of any value therefor. It further 
 averred that certain persons, who became the appellees in the re- 
 ported case, were at the time of the filing of the bill the owners 
 of certain shares, having received them by transfer from those 
 to whom they were originally issued. 'The appellees demurred 
 on the grounds that the bill disclosed that they were not original 
 subscribers to the stock or promoters of the company but were 
 purchasers of the stock in the market ; . . . and that the bill 
 fails to aver that they purchased the stock with notice of the 
 fraud alleged in the bill, or were not purchasers hereof for value.' 
 The demurrer was sustained. In affirming the decree, Mr. Jus- 
 tice Mestrezat, speaking for the court, said: 'The bill in this 
 case shows that the defendants are owners of, but not the orig- 
 inal subscribers to, certain full paid shares of stock. There is 
 no allegation that they are not holders for value or holders with 
 notice of the fraud alleged in the bill. It is conceded that they 
 purchased their stock in the open market. As shown by the 
 pleadings, therefore, the defendants are not responsible to the 
 plaintiff for any unpaid subscriptions on the stock now held by 
 them, and hence can safely rest upon their demurrer.' We must 
 therefore conclude that the affidavit disclosed a legal de- 
 fense." °^-" 
 
 240. How Stocks May be Issued. 
 
 A contract by which a person agrees to enter the employment 
 of a corporation at a certain salary per annum, and the corpora- 
 
 (93-94) French v. Harding, 235 Pa., 79 (1912) ; 46 Pa. Super. Ct, 363 
 (ipii). See Finletter v. Appleton, 195 Pa., 349 (1900). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 53 
 
 tion agrees, in addition, to set aside to him stock of the com- 
 pany to a certain amount, to be paid out of the earnings of 
 the company, may not be enforced so as to compel the company 
 to issue or set aside the stock on the terms stated, such contract 
 being in violation of that provision of the Act of April 29, 1874, 
 P. L. 73, that no corporation shall issue stock except for money, 
 labor done or money or property actually received."^ 
 
 A corporation may not issue stock or bonds in consideration of 
 valuable recipes or formulas for baking crackers and making 
 other products of flour, which recipes or formulas are not pat- 
 ented nor secret.^" 
 
 Stock subscribed for after the organization of a corporation 
 may be deemed to have been paid for in full, where the evidence 
 shows a part payment in cash and the payment of the remainder 
 by an assumption by the subscriber of a debt due by the corpora- 
 tion to a third party."' 
 
 246. Increase of Capital Stock and Indebtedness of "Any Corpora- 
 tion Created by Oeneral or Special Laws. "98 
 
 246a. Increases of Capital Sto'ck of Public Service Corporations. 
 
 The Public Service Commission is given by Section i of Arti- 
 cle V of the Act of July 26, 1913, P. L. 1374 (see Section 2135), 
 which act goes into operation on and after January i, 1914 (see 
 Section 2217), power to regulate "as specifically provided in this 
 act, the issuing of stocks, trust certificates, bonds, notes or other 
 evidences of indebtedness or other securities by public service 
 companies," which public service companies are enumerated in 
 Section i. Article I of said act. See Section 2080. 
 
 Section 4 of Article III of said act (see Section 2106), pro- 
 vides that such companies may issue stocks and obligations "in 
 the manner provided by law for and only for money, labor done 
 or money or property actually received in accordance with the 
 requirements of the Constitution and the laws of this Common- 
 wealth," stocks or obligations issued "in violation of this sub-sec- 
 tion" and all fictitious increases to be void. 
 
 By the same section it is provided that applications may be 
 made to the Commission for a "certificate of valuation to the fact 
 
 (95) Gearhart v. Standard Steel Car Co., 223 Pa., 385 (1909). 
 
 (96) Mackey Baking Company v. Mackey, 19 D. R., 893 (1911). 
 
 (97) Bole V. Murray, 233 Pa., 589 (1912). 
 
 (98) See Sec. 345. 
 
54 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 that the provisions of this section have been complied with." 
 The manner in which said certificate of valuation shall be applied 
 for and granted is provided for in Section 21 of Article V of said 
 act. See Section 2158. The application for this certificate is 
 optional with the company. 
 
 The said 4th section of Article III provides that before issu- 
 ing any stock or obligations payable at periods of more than 
 twelve months after the issue thereof companies shall file a "cer- 
 tificate of notification," setting out certain data prescribed there- 
 in, except where the company has obtained a certificate of valua- 
 tion as provided in Section 21, Article V. See Section 2158. 
 The filing of this certificate is obligatory, but the consent of the 
 Commission is not necessary to the issue of the stock or obliga- 
 tions. The right to issue such stocks and obligations is, how- 
 ever, restricted by the provisions of Section 6, Article III of said 
 act. See Section 2108. The restrictions imposed by this section 
 seem to be the only ones prescribed by the act in addition to those 
 imposed by the Constitution and other laws. 
 
 These restrictions are as follows : Public service corpora- 
 tions may not, without the consent of the Commission, (a) capi- 
 talize their franchises, privileges, etc., in excess of the amount 
 paid to the Commonwealth or to a political sub-division thereof 
 for said franchises, privileges, etc.; nor (b) capitalize any lease 
 or contract of sale or contract for consolidation and merger of 
 two or more companies; nor (c) issue by way of substitution 
 capital stock or obligations for any consolidated or merged com- 
 pany exceeding the aggregate values of the properties of the 
 merged companies, and any additional sum of money paid in 
 cash or additional labor or property contributed; nor (d) may 
 companies formed by reorganization issue stock or securities to 
 an amount in excess of the amount paid for the franchises there- 
 of, and the value of the property of the reorganized corporations 
 and any additional sum paid in cash or additional property actu- 
 ally contributed. 
 
 If stock or securities are issued contrary to the provisions of 
 this section, by Section 14 of Article V (see Section 2151) the 
 Commission may of its own motion or on complaint ascertain the 
 facts and certify the record to the Attorney General for proper 
 proceedings. 
 
 It may be noted that Section 6, Article III (see Section 2108), 
 provides that it shall be unlawful to issue stock or securities in 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 55 
 
 the manner prohibited in said section, but it is not provided that 
 such stock or obligations shall be void, and the provision in Sec- 
 tion 4 of Article III (see Section 2106), is that stock or bonds 
 issued "in violation of this sub-section, and all fictitious in- 
 creases" shall be void. There is no provision in the act that 
 stock or securities issued in contravention of Section 6, Article 
 III (Section 2108) shall be void. This being the case, it may be 
 queried, in view of the action of the court in Com. v. Reading 
 Traction Co., 204 Pa. 151 (1902), what action would be taken 
 by a court if stock or bonds were issued contrary to the provi- 
 sions of Section 6 of Article III (Section 2108), and were in the 
 hands of innocent holders for value. In the case cited the issue 
 of the stock involved was specifically made unlawful by the Act 
 of May 7, 1887, P. L. 94. 
 
 The said Act of May 7, 1887 (see Sections 1559-1562), is not 
 repealed by the Act of July 26, 1913, and in a proper case may 
 afford a better remedy than the latter act, because it provides that 
 proceedings may be taken when a railroad or street railway com- 
 pany "is about to issue" stock or bonds in violation of the act, 
 whereas Section 14, Article V of the Act of July 26, 19 13 (see 
 Section 2151), applies only to cases where the stock has been 
 issued. 
 
 The penalty imposed by Section 37 of Article VI of the Act 
 of July 26, 1913 (see Section 2200), upon the officers and di- 
 rectors of public service corporations issuing or consenting to the 
 issue of stocks or obligations in violation of the requirements 
 of the act, may prevent the issuing of stock or obligations con- 
 trary to the provisions of Section 6, Article III (see Section 
 2108), but this would not aflfect the status of such stock and ob- 
 ligations if they were in fact issued and got into the hands of 
 innocent holders for value. 
 
 247. Bight of Stockholders to Suhscribe to Increases of Stock. 
 
 When the capital stock of a corporation is increased by the 
 issue of new shares, each holder of the original stock has a right 
 to subscribe for and demand such proportion of the new stock 
 as the number of shares of original stock owned by him bears to 
 the whole number of shares before the increase. The persons so 
 entitled to participate are the stockholders when the stock is ac- 
 tually issued.*^ 
 
 (99) Strickler v. McElroy, 45 Pa. Super. Ct., 165 (1911). 
 
56 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 The stockholders of a corporation authorized an increase of 
 2,000 shares in 1892, all of which stock was issued before 1901, 
 except 172 shares. At the time of the authorization of the in- 
 crease, a resolution was adopted providing that the stock then au- 
 thorized and remaining undisposed of should be issued upon such 
 terms as the directors might direct. In 1901 said directors, who 
 owned a controlling interest in the stock, agreed among them- 
 selves for the division among them of said 172 shares at par. The 
 stockholders were not notified of their intention so to do, nor 
 had the stockholders, other than themselves, knowledge of the 
 transaction until the new shares had been issued and paid for. 
 Between 1892 and 1901, the stock trebled in value, and five years 
 after 1901 was sold for four times the par value. In an action 
 by one of the stockholders against the directors to recover his 
 proportion of the profits derived by them from the sale of the 
 stock to themselves, held, that the plaintiff was entitled to re- 
 
 252. rraudulently Issued Stock. 
 
 Where stock was issued to two directors, one of them the pres- 
 ident of the board, at a price less than par, and less than actual 
 value, in payment of claims held by them against the company, at 
 a time when there was money in the treasury with which the 
 claims could have been paid, and the issuance of the stock was 
 secured by the votes of those to whom it was authorized to be 
 issued, over the protest of a minority of the board, who urged 
 that the claims should be paid in cash instead of in stock, the 
 stock so issued was ordered to be delivered up for cancellation, 
 and the dividends paid thereon ordered to be returned to the 
 treasurer of the company.^ 
 
 The treasurer and secretary of a corporation issued certificates 
 of stock to himself, signed by him as treasurer, forged the signa- 
 ture of the president thereto and sealed the same with the cor- 
 poration's seal of which he was the proper custodian. He de- 
 posited these certificates as collateral for a loan. On a bill in 
 equity to compel the corporation to recognize such certificates as 
 valid, held, that the company was not responsible for the fraudu- 
 
 (100) Strickler v. McElroy, 45 Pa. Super. Ct, 165 (1911). 
 (i) Hebb V. Hebb Coke Drawer Co., 37 Pa. C. C, 355 (1910) ; 20 D. 
 R., 199- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 57 
 
 lent and criminal acts of its officer, and that the plaintiff was not 
 entitled to any relief as against the defendant.^ 
 
 253. Illegally Issued Stock. 
 
 It is the duty of the Attorney General when a complaint is 
 made to him setting forth a prima facie case that a corporation 
 has issued stock or created indebtedness contrary to the provi- 
 sions of the Constitution and the Act of May 7, 1887, P. L. 94, 
 to institute proper proceedings to test the validity of the issue 
 of such stock and the creation of such indebtedness, and upon his 
 failure to do so the courts will compel such action by mandamus.' 
 
 254. Preferred Stock. 
 
 Every corporation heretofore or hereafter incorporated under 
 the laws of this Commonwealth, saving and excepting those re- 
 ferred to in section two hereof, may, — at the time of its incor- 
 poration, by provisions inserted in the certificate of incorporation, 
 or at any later time with the consent of a majority in interest of 
 its stockholders, obtained at a meeting to be called for that pur- 
 pose, of which public notice shall have been given during sixty 
 (60) days in a newspaper of the proper county, which county 
 shall be that in which the principal office of the corporation in 
 this Commonwealth shall be located, — issue preferred stock of 
 such corporation. Said preferred stock may be issued in one or 
 more classes, in such amounts for each class, without regard to 
 the amount of any other class or the amount of common stock, 
 and with such designations, rights, privileges, limitations, prefer- 
 ences, and voting powers, or prohibitions, restrictions, or quali- 
 fications of the voting and other rights and powers, and upon 
 such terms as to redemption of any class thereof, at not less 
 than par, or for its conversion into any other class of stock, 
 common or preferred, as may be set forth in the original certifi- 
 cate of incorporation, or as may be approved and adopted by 
 the corporation at the time of the authorization and issuing 
 thereof. The rate of preferred dividend for any class of stock 
 shall not exceed ten (10) per centum per annum. Such pre- 
 ferred stock may be issued for cash or property, or through the 
 
 (2) Segelbaum v. Kelker Street Market Co., 16 Dau. Co. Rep., 68 
 
 (1913)- 
 
 (3) Com. V. Bell, 16 Dau. Co. Rep., 3 (1913) ; 22 D. R., 811; 40 Pa. C. 
 C. 441 ; Cheethara v. McCormick, 178 Pa., 186 (1896).. See Section 1559. 
 
 5 
 
58 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 conversion of common stock, or through all or more than one 
 of said methods.* 
 
 This act shall not apply to the following classes of corpora- 
 tions; namely, — building and loan associations; insurance, bank- 
 ing, trust companies; and such companies as are required by 
 the provisions of an act, entitled "An act to provide for the 
 incorporation and regulation of certain corporations," approved 
 the twenty-ninth day of April, one thousand eight hundred and 
 seventy-four (Pamphlet Laws, seventy-three), and supplements 
 thereto, to have their charters approved by the courts of com- 
 mon pleas" 
 
 The rights and privileges, and terms and conditions, of any 
 class of preferred stock, issued and outstanding as above pro- 
 vided, shall not thereafter be subject to alteration or change 
 without the consent of all the holders of such class of stock, 
 except as may be otherwise provided by the certificate of in- 
 corporation, or by the resolutions authorizing the issue of the 
 same.° 
 
 The following acts of Assembly, and parts of acts ; namely, — 
 
 "An act to authorize corporations to issue preferred stock," 
 approved the third day of April, Anno Domini one thousand 
 eight hundred and seventy-two (Pamphlet Laws, thirty-seven) ; 
 
 "A supplement to an act, entitled 'An act to authorize corpora- 
 tions to issue preferred stock,' approved the third day of April, 
 Anno Domini one thousand eight hundred and seventy-two," 
 which supplement was approved the twenty-eighth day of April, 
 Anno Domini one thousand eight hundred and seventy-three 
 (Pamphlet Laws, seventy-nine) ; 
 
 Section sixteen and clause one of section thirty-nine of an act, 
 entitled "An act to provide for the incorporation and regulation 
 of certain corporations" approved the twenty-ninth day of April, 
 Anno Domini one thousand eight hundred and seventy-four 
 (Pamphlet Laws, seventy-three), — and all other acts and parts 
 of acts, general or special, inconsistent herewith, be and the 
 same are hereby repealed.' 
 
 Where a resolution authorizing the issue of preferred stock 
 provides that such stock shall be entitled "to receive cumulative 
 
 (4) Sec. I, Act of May 28, 1913, P. L. 378. 
 
 (5) Sec. 2, Act of May 28, 1913, P. L. 378. 
 
 (6) Sec. 3, Act of May 28, 1913, P. L. 378. 
 
 (7) Sec. 4. Act of May 28, 1913, P. L. 378. 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 59 
 
 yearly dividends of five per cent, in each year before any divi- 
 dends shall be set apart or paid on the common stock," such 
 stock is entitled, after it has received its preference in dividends, 
 and after the common stock has received an equal amount in 
 dividends, to participate with the common stock in the distribu- 
 tion of the remaining profits if any; and the fact that for a 
 series of years the preferred stockholders were paid without 
 objection on their part only five per centum per annum, while 
 the entire balance of profit was paid to the common stock- 
 holders, is not to be considered in determining the rights of the 
 parties, if it appear that while the dividends paid to the com- 
 mon stock was much more than five per cent, on the amount paid 
 in, it was much less than five per cent, on the par value of the 
 stock. ^ 
 
 Where in a contract for the creation of preferred stock there 
 is no stipulation to the contrary, the weight of authority clearly 
 favors the right of preferred stockholders to share with the 
 common stockholders in all profits distributed after the latter 
 have received in dividends an amount equal to the stipulated 
 dividend on the preferred stock.* 
 
 A corporation issued a certificate in the following form : 
 
 "This is to Certify that J. Henry Warren is the owner of 
 Fifty shares of the preferred stock of Queen & Company, In- 
 corporated This Certificate is part of an 
 
 issue of preferred shares amounting in the aggregate to Fifty 
 thousand Dollars ($50,000) which are entitled to dividends at 
 the rate of Eight per centum annually, clear of all taxes, cumu- 
 lative, from the first day of March, 1906, out of the earnings of 
 the Company applicable to the purpose, and before any dividend 
 
 is declared on the common stock The shares 
 
 represented by this certificate shall be redeemed by the Company 
 on March i, 191 1, at par. The preferred stock, of which these 
 shares are a part, constitute under all circumstances a lien on 
 all the assets of the Company to be first paid in full prior to 
 any right of the common stock to participate in or receive any- 
 thing from such assets." 
 
 In an action of assumpsit to recover on said certificate, on 
 a rule for judgment for want of a sufficient affidavit of defense, 
 
 (8) Steinbergh v. Brock, 225 Pa., 279 (igog). 
 
 (9) Sternbergh v. Brock, 225 Pa., 279 (1909). 
 
6o PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 held, that the said instrument was a certificate of preferred 
 stock, and not a contract for the payment of money ; that a pre- 
 ferred stockholder could not enforce payment of his stock 
 in preference to the claims of creditors of the corporation, the 
 Act of April 23, 1873, P. L. 79, (since repealed, ut supra) pro- 
 viding that in the issue of preferred stock, "no injustice shall 
 thereby be done to the existing rights of any other stockholders 
 or creditors of the company," and hence that an affidavit of 
 defense averring that the corporation did not possess sufficient 
 funds to redeem the plaintiff's shares without doing injustice 
 to the rights of creditors and other stockholders or without de- 
 priving the corporation of funds necessary to the conduct of 
 its business, set up a sufficient defense." 
 
 Where certificates of preferred stock of a corporation provide 
 that the holders are entitled to cumulative semi-annual dividends 
 of 4 per cent, on the par value, payable from the net earnings 
 of the company, and the stock is subject to redemption at par, 
 such stock, when redeemed, must be redeemed at par and ac- 
 crued dividends in cash. A stock dividend distributed in part 
 to the preferred stockholders may not be treated as being a 
 payment on account of semi-annual dividends to which the pre- 
 ferred stockholders were entitled.^"* 
 
 258a. Sales of Stock Generally. 
 
 In an action of assumpsit to recover purchase money paid by 
 the plaintiff to the defendant for ten shares of the stock of a 
 corporation stipulated to be capitalized for $10,000, which shares 
 were never delivered, the plaintiff is entitled to recover the 
 amount paid with interest for its detention, where it appears 
 that the defendant had tendered to him ten shares of stock, 
 the certificates for which show a capital of $60,000, no proof 
 being offered at the trial that the stock of the company had been 
 increased to that amount in the manner prescribed by law.^^ 
 261. Measure of Damages for Failure to Deliver Stock. 
 
 The owner of certain shares of stock instructed his broker 
 to sell them, but after sale refused to deliver the certificate 
 until a dividend was declared and paid him, whereupon the 
 
 (10) Warren v. Queen & Co., 240 Pa., 154 (1913). 
 (10*) Sterling v. H. F. Watson Co., 241 Pa., 105 (1913). 
 
 (11) Jifkins V. Schimpff, 50 Pa. Super. Ct., 331 (1912). 
 
PRIVATS CORPORATIONS IN PENNSYI^VANIA. 6l 
 
 broker was required, under the rules of the Stock Exchange, 
 to personally pay the amount of the dividend to the purchaser. 
 Held, that the broker might recover the amount so paid from 
 his customer.^^ 
 
 In a foreign attachment brought against a broker by his cus- 
 tomer, the plaintiff in his original affidavit of cause of action 
 claimed the difference between the purchase price of stocks and 
 the highest price at which the same stocks had sold up to the 
 final filing of the statement. He subsequently amended his 
 claim, so as to claim the difference between the purchase price 
 and the highest selling price of the stocks up to the time of 
 trial. Held, that the sureties were not bound by such amend- 
 ment.^^ 
 
 262. Conditional Sales of Stock. 
 
 An agreement which contemplates the production of a pur- 
 chaser for a certain number of shares of stock of a corporation 
 is not complied with by the production of a purchaser who 
 offers to take, not the number of shares designated, but stipulates 
 for the entire amount of the capital stock of the corporation, 
 and offers to make payment therefor not at the time, but within 
 thirty days thereafter, upon the further condition that the re- 
 sult of an examination into the financial affairs of the company 
 shall be satisfactory to the proposed purchaser.^* 
 
 263. Fraudulent Sales of Stock. 
 
 Where a stockholder has been induced by fraudulent repre- 
 sentations of the officers of a corporation to sell his stock in 
 such corporation to the company at a price much below its 
 real value, a court of equity will direct a reassignment of the 
 stock on repayment of the purchase price, but will not, in the 
 same proceeding, inquire into the business of the company, 
 order an accounting and compel the repayment to the company 
 of money fraudulently taken from it by its officers as salary.^^ 
 
 A stockholder of a national bank who purchased his stock 
 before its insolvency, may not, after such insolvency and the 
 appointment of a receiver, rescind the purchase because of 
 
 (12) Montgomery v. Lindsay, 44 Pa. Super. Ct., 516 (1910). 
 
 (13) Com. V. A. B. Baxter & Co., Inc., 235 Pa., 179 (1912). 
 
 (14) Rhodes v. WetheriU, 236 Pa., 66 (1912). 
 
 (is) Pellio V. Bulls Head Coal Co., 224 Pa., 379 (1909). 
 
62 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 false representations made to him by the cashier of the bank, 
 and thereby avoid his hability to creditors under Section 5151 
 U. S. Revised Statutes, although no action has been brought 
 against him by the receiver.^" 
 
 264. Agreement Among Stockholders as to Sales of Stock. 
 Where at a meeting of subscribers for the purpose of organ- 
 izing a corporation, the subscribers agree that one of the by- 
 laws of the proposed company shall provide that the subscribers 
 shall not sell or assign their stock until they shall have offered 
 it to the other subscribing stockholders, and thereafter the com- 
 pany is organized and such a by-law is adopted, it constitutes 
 an agreement among the subscribing stockholders, and is en- 
 forceable against each of them, or, if deceased, against their 
 personal representative.^^ 
 
 265. Sales on Margin— Gambling Contracts. 
 
 In an action against a customer by a stock broker to recover 
 for a loss sustained by reason of the sale of stock, the question 
 whether the transaction did or did not involve a gambling con- 
 tract is to be determined by the intention of the parties. If the 
 plaintiff sold the stock on the order of the defendant, in good 
 faith, expecting the stock to be delivered in pursuance of the 
 sale, the transaction was not a gambling one, though the de- 
 fendant may have so understood it.^'* 
 
 In an action by a stockholder to recover on a promissory note 
 given him for a balance due upon stocks purchased and sold 
 by him for the maker, where the broker produces his monthly 
 statements covering every stock transaction, and testifies that 
 every share of stock appearing on the statements had been pur- 
 chased by him outright, that the certificates therefor had been 
 delivered to him, that every share of stock purchased for the 
 defendant which defendant ordered to be sold, had been actually 
 sold to the purchaser, and he produces on the trial the cheques 
 given for the stock purchased, and the defendant in no way 
 contradicts this testimony, but testifies that his understanding 
 with the broker was that the latter was to buy the stocks out- 
 right, and that the transactions between them were not for the 
 
 (16) Hanly v. Cosmopolitan National Bank, 20 D. R., 401 (1910). 
 
 (17) Garrett v. Phila. Lawn Mower Co., 39 Pa. Super. Ct., 78 (1909'). 
 See Sec. 217. 
 
 (18) Berg V. Flickinger, 38 Pa. Super. Ct., 433 (1909). 
 
private; corporations in Pennsylvania. 63 
 
 matching of differences, but that the stock was to be actually 
 bought and sold as by him directed, the contract was not a wager- 
 ing contract, and it can avail the defendant nothing to have the 
 jury instructed to consider such circumstances as the extent of 
 the transactions, the aggregate of the amounts involved and his 
 own financial circumstances.^" 
 
 266. Life Estates and Kemainders in Stocks. 
 
 "The doctrine which the auditor attempted to apply, is that 
 which undertakes to give the bonus to the remainder-man or 
 to the life tenant, in accordance with the fact as to whether the 
 bonus was earned before or after the creation of the trust; or 
 if part was earned before and part after, then to divide the 
 bonus between the remainder-man and the life tenant in the 
 proportion which the amount accumulated before the creation 
 of the trust may bear to that accumulated thereafter. This is 
 the doctrine of Smith's Estate, 140 Pa., 344, following and 
 restating that of Earp's Appeal, 28 Pa., 368. But under that 
 rule, as stated in substance in 9 Am. & Eng. Ency. of Law (2d 
 ed.), 715, as the Pennsylvania rule, 'the result is arrived at, by 
 ascertaining what the value of the stock was when the life ten- 
 ancy was created. After the issue of bonus its value is again 
 determined. If it is less than it was at first, just to that ex- 
 tent is it held that the capital has been impaired, and the trustee 
 must apply to the corpus of the estate enough of the bonus to 
 make the capital equal to what it was when the trust was 
 created. If on the other hand the stock is found to be as valu- 
 able as when the trust was created, or of greater value, the capi- 
 tal has not been decreased and the bonus goes in whole to the 
 life tenant.' In other words, it seems to be the doctrine of 
 our cases, that the remainder-men are entitled to just what the 
 stock was actually worth at the time of the creation of the 
 trust, no less and no more. It may be suggested that this method 
 makes no allowance to the remainder-men for such increase in 
 value as may be due to an enlarged earning power of the corpo- 
 ration, or to an increased value of the franchise. But probably 
 no rule could be framed which would work exact justice in 
 all cases.'""' 
 
 "It is the intrinsic value of the shares to be ascertained from 
 
 (19) Fearon v. Little, 227 Pa., 348 (1910). 
 
 (20) Boyer's Appeal, 224 Pa., 144 (1909)- 
 
64 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the amount and value of the assets at the death of the testator 
 and at the time of the increase of the stock which governs in the 
 apportionment of the surplus profit." ^^ 
 
 A mere change in the market price of the stock after the 
 declaration of a dividend is not in itself sufficient to show any 
 impairment of so much of the trust fund as consists of the 
 stock, such as would reduce its value below what it was when 
 the trust began.^^ 
 
 A dividend of $6,060,800 was declared after the death of the 
 settlor, fifty-one per cent, plus of which had been earned after 
 the death of the testator and forty-eight per cent, plus thereof 
 before his death, the amount of the surplus of the corporation 
 issuing the stock, as it existed at the death of the settlor, having 
 been reduced by the payment of said dividend to an amount 
 equivalent to the said forty-eight per cent, plus of the dividend. 
 Held, that fifty-one per cent, plus of the dividend should be 
 apportioned to the life tenant and forty-eight per cent, plus to 
 the principal of the trust fund.^^ 
 274. Nature of Contract of Subscription, for Stock. 
 
 A subscription by a number of persons to the stock of a 
 corporation to be thereafter formed by them constitutes first, 
 a contract between the subscribers themselves to become stock- 
 holders when the corporation is formed, upon the conditions 
 expressed in the agreement, and as such is binding and irrevoca- 
 ble from the date of subscription; second, it is in the nature of 
 a continuing offer to the proposed corporation which, on ac- 
 ceptance by it, becomes a contract between each subscriber and 
 the corporation.^* 
 
 "The nature of such an agreement has been well settled. 'A 
 subscription to a joint-stock company is not only an undertaking 
 to the company, but with all other subscribers. Such contracts 
 are tri-lateral, and even if fraudulent as between two of the 
 parties, they are to be enforced for the benefit of the third:' 
 Graff V. Railroad Co., 31 Pa., 489; Railway Co. v. Bily, 11 Pa. 
 Super. Ct., 144. We need not we think stop to consider the 
 proposition that a subscriber to the stock of a company may 
 
 (21) Moss's Appeal, 83 Pa., 264 (1876), cited in Stoke's Estate, (No. 
 i) 240 Pa., 277 (1913) ; Stoke's Estate, (No. 2) 240 Pa., 288 (1913). 
 
 (22) Stoke's Estate, (No. 2) 240 Pa., 288 (1913). 
 
 (23) Stoke's Estate, (No. i) 240 Pa., 277 (1913). 
 
 (24) Garrett v. Phila. Lawn Mower Co., 39 Pa. Super. Ct., 78 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 65 
 
 withdraw his offer before it has been accepted, because in this 
 case there was ample evidence, and it was uncontradicted, that 
 the company had accepted the offer in a manner recognized 
 by the law, so that the defendant had become in law and in 
 fact a stockholder of the plaintiff company although no certifi- 
 cate representing the shares subscribed for had been made out 
 or delivered to him. The certificate was not the thing sub- 
 scribed for. It is but the convenient and usual evidence of the 
 relation created by the act of subscription and its acceptance 
 by the corporation. Cook on Stockholders (3d ed.), sec 192."" 
 "There is a well-recognized distinction between original sub- 
 scriptions for stock in a corporation to be formed, and sub- 
 scriptions for shares in an existing corporation. In the one 
 case the engagement between the subscribers is created directly 
 by the act of subscription, which, when once the corporation 
 has been created by letters patent, issued on the strength of the 
 subscription, becomes absolute, not subject to recall, and dis- 
 chargeable only by actual payment. By the act of incorporation, 
 without more, the original subscribers become members of the 
 corporation, entitled to all the rights and privileges of mem- 
 bership, including the right to vote, the right to share in the 
 profits, and the right to compel specific performance of the 
 contract of membership : Curry v. Scott, 54 Pa., 270 ; Garrett v. 
 Dillsburg, etc., R. R. Co., 78 Pa., 465. In the other case the 
 contract is not between the subscribers, except as it is shown 
 that the subscriptions were mutual considerations for each other, 
 but between each individual subscriber and the corporation as 
 it exists, and is simply a contract of purchase and sale : Pitts- 
 burg & Connellsville R. R. Co. v. Byers, 32 Pa., 22 ; Weiss v. 
 Mauch Chunk Iron Co., 58 Pa., 295. The distinction is thus 
 defined in Morawetz on Private Corporations, Sec. 46 : 'It is 
 important to distinguish between the contract of membership 
 actually existing among the shareholders or members of a cor- 
 poration, and a contract to become a shareholder at a future 
 time; and the contract to become a shareholder at a future time 
 must again be distinguished from a contract to purchase shares 
 which have already been issued.^" 
 
 (25) Keystone Wrapping Machine Co v. Bromeier, 42 Pa. Super. Ct., 
 384 (1910) ; Altoona Sanitary Milk Co. v. Armstrong, 38 Pa. Super. C< , 
 350 (1909). 
 
 (26) Bole V. Fulton, 233 Pa., 609 (1912). 
 
66 PRIVATE CORPORATIONS IN PRN NSYLVANIA. 
 
 " 'The contract which exists among the members of a corpora- 
 tion and which constitutes them a corporate association, is the 
 contract of membership. This contract gives the contracting 
 parties the status of shareholders; it invests them with the con- 
 tinuing rights of shareholders, together with the corresponding 
 liabilities; and the performance of this contract will always be 
 specifically enforced though a failure to perform rarely presents 
 a ground for an action for damages. On the other hand, a 
 contract to become a shareholder, or to subscribe for shares in a 
 company at a future day, does not give the contracting party 
 the status of shareholder until after the contract has been fully 
 executed by taking the shares or actually subscribing upon the 
 books, and upon failure to perform the contract, the corporation 
 will be entitled to recover only the damages suffered — that is, 
 the difference between the amount which the defendant agreed to 
 pay or contribute on account of the shares, and the value of 
 an equal number of shares in the market.' " Where, therefore, 
 a person subscribes for a certain number of shares of stock of 
 an existing corporation, and thereafter notifies the corporation 
 that he will not pay his subscription, and the corporation makes 
 no tender of the stock and demand for the amount of his sub- 
 scription, he may not be included by the receiver of a corporation 
 in a bill in equity against the stockholders of the company to com- 
 pel the payment of their subscriptions.^' 
 
 Where the revocation of a subscription takes place before the 
 corporation is ready to actually come into existence by having 
 its articles of association properly executed and ready to file, 
 it makes no difference whether the form of the original sub- 
 scription paper is a subscription to stock or an agreement to 
 participate in an organization to be thereafter incorporated for 
 a particular purpose. The spirit of both is that the subscribers 
 sign with a view to the formation of a future corporation, and 
 until the corporation is ready to be incorporated any subscriber 
 has the right to withdraw, on proper notice to the corporation 
 or directors, and it is immaterial that the subscribers after they 
 have signed the subscription, participate in the organization, 
 select a name, elect directors and locate a site for the plant of 
 the corporation, but a withdrawing subscriber may not recover 
 back moneys volutarily paid by him, while he was in active co- 
 
 (27) Bole V. Fulton, 233 Pa., 609 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 67 
 
 operation with his fellow subscribers, toward the payment of 
 preliminary expenses. "^ 
 
 274a. DifEerence Between Subscriptions to the Stock of Corpora- 
 tions to be Formed and Subscriptions for the Stock of Exist- 
 ing Corporations. 
 
 See Section 274. 
 275. Sales of Stock by a Corporation at Less Than Par. 
 
 Where a director of a corporation has been active in selling 
 stock of his company at a price below par, which price was fixed 
 by the board of directors in good faith with the consent and 
 approval of all the stockholders, under a by-law authorizing 
 the directors to fix the price and sell treasury stock, which price 
 is the full value of the stock at the time, for the purpose of 
 raising money to defray the expenses of the company at a time 
 when there is no money in the treasury, and such director has 
 consented to this course of dealing for a long time and has 
 himself received and retained much of the stock at such price, 
 he will be estopped from interposing an objection to the legality 
 of the stock obtained by others in the same manner.^' 
 
 279. Agreements to Take Stock from Subscriber or to Pay Calls 
 for Him N He Bequire. 
 The treasurer of a foreign corporation, and a large stock- 
 holder therein, signed an agreement under seal, in consideration 
 of one dollar, to pay to plaintiff, in consideration of his pur- 
 chase of one thousand shares of stock of said company, eight 
 hundred dollars and interest in one year from date, if the 
 purchaser should become dissatisfied with his purchase and de- 
 livered the stock to said treasurer upon his making payment. 
 In an action upon the agreement, held, that the agreement was 
 supported by sufficient consideration; that it was not necessary 
 to show that the purchase of the stock benefited the defendant 
 or to show that the foreign corporation was registered; that 
 whether the real consideration was to give the defendant the 
 right to vote the stock by proxy was a question for the jury, 
 and that a demand upon any particular day was unnecessary.^" 
 
 (28) Hawthorn Bottle Co. v. Cribbs, 51 Pa. Super. Ct., 555 (1912); 
 39 Pa. C. C, 374 (1911) ; Donaldson v. Rollman, s Berks Co. L. J., 291 
 (1912). 
 
 (29) Hebb V. Hebb Coke Drawer Co., 37 Pa. C. C, 355 (1910) ; 20 
 D. R., 199. 
 
 (30) Rogers v. Torpey, 18 D. R., 653 (1909). 
 
68 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 293. Conditional Subscriptions Made After Incorporation. 
 
 A subscription to the stock of a corporation was unconditional 
 upon its face, but by a contemporaneous writing executed by 
 the company the defendant was to be released from his obliga- 
 tion if he decided at the expiration of three months that he 
 could not take the stock. Upon notification that his subscrip- 
 tion was due, defendant decided not to take the stock and so 
 informed the treasurer of the company. No demand was after- 
 wards made for payment, and the defendant's name was never 
 entered as a subscriber upon the company's books, nor was his 
 subscription treated as an asset. Held, in an action to recover 
 the amount of the subscription, that the same could not be main- 
 tained.'^ 
 
 302. Subscriptions Upon Which No Calls Have Been Made Within 
 Six Years. 
 
 An action must be brought against a stockholder of an insol- 
 vent corporation on a subscription for unpaid stock within six 
 years of the insolvency of the company or it will be barred by 
 the statute of limitations. The right of action arises imme- 
 diately upon the insolvency, and not upon an assessment or call 
 made after the insolvency has fixed the rights of all parties 
 concerned. In such a case the law of the forum controls and 
 not the law of the domicile of the corporation.'^ 
 
 306. Releases of Subscriptions. 
 
 In a suit by a corporation against a subscriber to its stock to 
 recover the amount of his subscription, the defense will not be 
 permitted to set up a secret parol agreement with an agent of 
 the plaintiff by which the defendant might be relieved while 
 other subscribers continued to be bound." 
 
 308. Defenses to Subscriptions. 
 
 In an action to recover money paid by plaintiff to defendant 
 under an alleged contract whereby defendant was to deliver 
 stock in a particular company then forming, where defendant 
 
 (31) Harvey v. Weitzenkorn, 15 Luz., 240 (1910). Affirmed by Su- 
 preme Ct., 232 Pa., 447 (1911), on the ground that the subscription was 
 cancelled by company after defendant's refusal to take the stock. 
 
 (32) Newton's Estate, 46 Pa. Super. Ct., 40 (1911). 
 
 (33) Lead & Zinc Company v. Obernauer, 56 Pitts. L. J., 363 (1909) ; 
 Scranton Lunar Park Assn. v. Osthaus, 8 Lack., 345 (1908). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 69 
 
 avers that the money paid was paid him as an officer or agent 
 of the company, and as part of plaintiff's stock subscription, 
 the question of defendant's liabiHty is, under conflicting testi- 
 mony, one for the jury, and in such a case the fact that no stock 
 was ever issued by the company, and that this was through no 
 fault of the defendant, or the fact that the defendant expended 
 the money for the company's benefit or both facts combined, do 
 not constitute a defense.'* 
 
 Where an original subscriber to the stock of a corporation 
 claims to have paid his subscription otherwise than in money, 
 the burden is on him to show a contract permitting it; also to 
 show that the transaction was fair and that the property turned 
 over in payment had been valued in good faith by representatives 
 of the corporation. In such case the subscriber may not main- 
 tain that the certificate issued to him was paid for in property, 
 where it appears that such property was of little value to the 
 corporation, and that the directors had never passed upon its 
 value nor taken any action in reference to the issuance of the 
 certificate. ^° 
 
 Where a corporation sought to recover a balance of $4,000 
 on an alleged oral agreement to subscribe for $5,000 of its stock, 
 an affidavit of defense was held sufficient which averred that 
 the defendant's agreement was to invest $1,000 in the stock 
 and that he never agreed to subscribe for any larger amount.^* 
 
 The defendant in a creditor's bill to compel the payment of 
 a subscription set up as a defense that he had paid the same 
 by turning an automobile over to the company. This defense 
 was over-ruled and a decree entered against him which was 
 affirmed on appeal to the Supreme Court. Immediately after 
 such affirmation he sued the company for the value of the auto- 
 mobile. Before the writ was served a director of the company 
 filed an answer admitting the averments in the statement, and 
 on the same day judgment was entered for the amount claimed. 
 The judgment so obtained was made the basis of an application 
 for leave to intervene as a plaintiff in the creditor's bill. Held, 
 that the petition to intervene was properly dismissed.'' 
 
 (34) Lieb V. Painter, 42 Pa. Super. Ct., 399 (1910). 
 
 (35) Bole V. Murray, 233 Pa., 589 (1912)- 
 
 (36) Philadelphia Medical Publishing Co. v. Wolfenden, 239 Pa., 262 
 
 (1913)- 
 
 (37) Bole V. Belden Automobile Transmission Co., 239 Pa., 1 (1913). 
 
70 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Where an affidavit of defense in a suit to recover the amount 
 of a subscription to stock avers that the corporation was or- 
 ganized with a less amount of capital stock than had been con- 
 templated at the time of the subscription, the affidavit is insuffi- 
 cient if it does not set forth that the subscription was withdrawn 
 for that reason or that no opportunity to withdraw the same was 
 afforded because of ignorance of the facts. In such a case a 
 general averment that the corporation was fraudulent is not 
 sufficient to prevent judgment, inasmuch as fraud must be cir- 
 cumstantially set out; neither is an averment that the stock if 
 issued would have been worthless sufficient. An affidavit which 
 avers that the corporation allowed the withdrawal of numerous 
 subscriptions and returned notes and cash given in payment 
 therefor without the assent or ratification of the defendant, but 
 does not disclose such facts as show that the defendant neither 
 actually nor impliedly assented, or does not aver at what stage 
 of the enterprise the withdrawals were allowed, or whether they 
 were such as could have been disallowed, is insufficient.'^* 
 
 321. Miscellaneous. 
 
 A. and B. subscribed for stock in a proposed corporation, 
 to be paid for partly in cash and partly in property. The pay- 
 ment in cash was not made. Subsequently they entered into 
 an agreement with C. that he might become a stockholder, and 
 they would have the stock issued to them on account of their 
 cash subscriptions sold as treasury stock and would divide with 
 C. what was realized over the amount of the cash payment they 
 made on account of their subscriptions. On a bill by a receiver 
 of the company to recover the amount of the subscriptions, held, 
 that the agreement did not make C. a subscriber for stock, that 
 A. and B. should be required to pay their cash subscriptions, 
 and that the fact that the company was solvent when the sub- 
 scriptions were made did not relieve them.'' 
 
 322. Certificates of Stock. 
 
 A person who subscribes to the stock of a corporation be- 
 comes a stockholder as soon as the company has accepted his 
 
 (37*) Donaldson v. Rabenhold, 5 Berks Co. L. J., 282 (1912). 
 (38) Robinson v. McCIure, 59 Pitts L. J., 74 (1911). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. Jl 
 
 offer, and it is immaterial that no certificate representing the 
 shares subscribed for has been delivered to him or made out." 
 
 323. How Issued — Transfers. 
 See Section 324n. 
 
 324. Method of Transfer of Shares of Stock. 
 
 Title to a certificate and to the shares represented thereby can 
 be transferred only — 
 
 (a). By delivery of the certificate, indorsed either in blank or 
 to a specified person, by the person appearing by the certificate 
 to be the owner of the shares represented thereby, or 
 
 (b). By a delivery of the certificate and a separate document 
 containing a written assignment of the certificate or a power of 
 attorney to sell, assign, or transfer the same or the shares repre- 
 sented thereby, signed by the person appearing by the certificate 
 to be the owner of the shares represented thereby. Such as- 
 signment or power of attorney may be either in blank or to a 
 specified person. 
 
 The provisions of this section shall be applicable although 
 the charter or articles of incorporation, or code of regulations 
 or by-laws, of the corporation issuing the certificate, and the 
 certificate itself, provide that the shares represented thereby shall 
 be transferable only on the books of the corporation, or shall be 
 registered by a registrar, or transferred by a transfer agent.*" 
 
 324a. Transfers by Persons not Sui Juris and by Fiduciaries. 
 
 Nothing in this act shall be construed as enlarging the powers 
 of an infant or other person lacking full legal capacity, or of 
 a trustee, executor, or administrator, or other fiduciary, to make 
 a valid indorsement, assignment, or power of attorney.*"^ 
 
 324b. Begistered Holders. 
 
 Nothing in this act shall be construed as forbidding a cor- 
 poration — 
 
 (a). To recognize the exclusive right of a person registered 
 on its books as the owner of shares to receive dividends, and to 
 vote as such owner, or 
 
 (39) Keystone Wrapping Machine Co. v. Bromeier, 42 Pa. Super. Ct., 
 384 (1910). 
 
 (40) Sec. I, Act of May 5, igii, P. L. 126. 
 
 (41) Sec. 2, Act of May 5, 1911, P. L,. 126. 
 
72 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 (b). To hold liable for calls and assessments a person regis- 
 tered on its books as the owner of shares." 
 
 324c. When Title Derived from Certificate Takes Precedence Over 
 Title Derived from Separate Assignment. 
 
 The title of a transferee of a certificate under a power of 
 attorney or assignment not written upon the certificate, and the 
 title of any person claiming under such transferee, shall cease 
 and determine if, at any time prior to the surrender of the cer- 
 tificate to the corporation issuing it, another person, for value 
 in good faith, and without notice of the prior transfer, shall 
 purchase and obtain delivery of such certificate with the in- 
 dorsement of the person appearing by the certificate to be the 
 owner thereof, or shall purchase and obtain delivery of such 
 certificate and the written assignment or power of attorney of 
 such person, though contained in a separate document." 
 
 324d. Delivery of Certificate. 
 
 The delivery of a certificate to transfer title, in accordance 
 with the provisions of section one, is effectual, except as provided 
 in section seven, though made by one having no right of posses- 
 sion and having no authority from the owner of the certificate 
 or from the person purporting to transfer the title.** 
 
 324e. Endorsement EfEective When. 
 
 The indorsement of a certificate by the person appearing by 
 the certificate to be the owner of the shares represented thereby 
 is effectual, except as provided in section seven, though the in- 
 dorser or transferer — 
 
 (a). Was induced by fraud, duress, or mistake to make the 
 indorsement or delivery, or 
 
 (b). Has revoked the delivery of the certificate, or the au- 
 thority given by the indorsement or delivery of the certificate, or 
 
 (c). Has died or become legally incapacitated after the in- 
 dorsement, whether before or after the delivery of the certifi- 
 cate, or 
 
 (d). Has received no consideration.*" 
 
 (42) Sec. 3, Act of May 5, 1911, P. L. 126. 
 
 (43) Sec. 4, Act of May S, IQH, P. L. 126. 
 
 (44) Sec. S. Act of May 5, 191 1, P. L. 126. 
 
 (45) Sec. 6, Act of May 5, 191 1, P. L. 126. 
 
PRIVATE CORPORATIONS IN PICNNSYLVANIA. 73 
 
 324f. Eecission of Transfer. 
 
 If the indorsement or delivery of a certificate — 
 
 (a). Was procured by fraud or duress, or 
 
 (b). Was made under such mistake as to make the indorse- 
 ment or delivery inequitable, or 
 
 If the delivery of a certificate was made — 
 
 (c). Without authority from the owner, or 
 
 (d). After the owner's death or legal incapacity, the posses- 
 sion of the certificate may be reclaimed and the transfer thereof 
 rescinded, unless : 
 
 One. The certificate has been transferred to the purchaser 
 for value, in good faith, without notice of any facts making the 
 transfer wrongful, or — 
 
 Two. The injured person has elected to waive the injury, 
 or has been guilty of laches in endeavoring to enforce his rights. 
 
 Any court of appropriate jurisdiction may enforce specifically 
 such right to reclaim possession of the certificate, or to re- 
 scind the transfer thereof, and, pending litigation, may enjoin the 
 further transfer of the certificate or impound it.^" 
 
 324g. Recission Does Wot Invalidate Subsequent Transfer by Trans- 
 feree in Possession. 
 
 Although the transfer of a certificate or of shares represented 
 thereby has been rescinded or set aside, nevertheless, if the 
 transferee has possession of the certificate or of a new certificate 
 representing part or the whole of the same shares of stock, a 
 subsequent transfer of such certificate by the transferee, me- 
 diately or immediately, to a purchaser for value in good faith, 
 without notice of any facts making the transfer wrongful, shall 
 give such purchaser an indefeasible right to the certificate and 
 the shares represented thereby.''^ 
 
 324h. Delivery of Unindorsed Certificate. 
 
 The delivery of a certificate by the person appearing by the 
 certificate to be the owner thereof without the indorsement 
 requisite for the transfer of the certificate and the shares repre- 
 sented thereby, but with intent to transfer such certificate or 
 shares, shall impose an obligation, in the absence of an agree- 
 ment to the contrary, upon the person so delivering, to complete 
 
 (46) Sec. 7, Act of May 5, 191 1, P. L- 126. 
 
 (47) Sec. 8, Act of May S, 1911, P. L. 126. 
 
 6 
 
74 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 'the transfer by making the necessary endorsement. The transfer 
 shall take effect as of the time when the indorsement is actually 
 made. This obligation may be specifically enforced.^' 
 
 324i. Attempted Transfer Without Delivery of Certiflcate. 
 
 An attempted transfer of the title to a certificate or to the 
 shares represented thereby without delivery of the certificate 
 shall have the effect of a promise to transfer, and the obligation, 
 if any, imposed by such promise shall be determined by the 
 law governing the formation and performance of contracts.^" 
 
 324j. Warranties by Transferrer. 
 
 A person who for value transfers a certificate, including one 
 who assigns for value a claim secured by a certificate, unless 
 a contrary intention appears, warrants — 
 (a). That the certificate is genuine, 
 (b). That he has a legal right to transfer it, and 
 (c). That he has no knowledge of any fact which would im- 
 pair the validity of the certificate. 
 
 In the case of an assignment of a claim secured by a certifi- 
 cate, the liability of the assignor upon such warranty shall not 
 exceed the amount of the claim.^" 
 
 324k. When Warranty Not Implied. 
 
 A mortgagee, pledgee, or other holder for security of a cer- 
 tificate, who in good faith demands or receives payment of the 
 debt for which such certificate is security, whether from a party 
 to a draft drawn for such debt or from any other person, shall 
 not by so doing be deemed to represent or to warrant the genu- 
 ineness of such certificate, or the value of the shares represented 
 thereby.^^ 
 
 324 1. Attachment or Levy Upon Shares. 
 
 No attachment or levy upon shares of stock for which a cer- 
 tificate is outstanding shall be valid until such certificate be 
 actually seized by the officer making the attachment or levy, or 
 be surrendered to the corporation which issued it, or its transfer 
 by the holder be enjoined. Except where a certificate is lost 
 
 (48) Sec. 9, Act of May S, 1911, P- L. 126. 
 
 (49) Sec. 10, Act of May S, 1911, P. L. 126. 
 (so) Sec. II, Act of May Si ipn. P- L- 126. 
 (51) Sec. 12, Act of May 5, 1911, P. L. 126. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 75 
 
 or destroyed, such corporation shall not be compelled to issue 
 a new certificate for the stock until the old certificate is surren- 
 dered to it.°^ 
 324m. Attachment of Certificates. 
 
 A creditor whose debtor is the owner of a certificate shall 
 be entitled to such aid from courts of appropriate jurisdiction 
 by injunction and otherwise, in attaching such certificate or in 
 satisfying the claim by means thereof, as is allowed at law or 
 in equity in regard to property which cannot readily be attached 
 or levied upon by ordinary legal process.^^ 
 
 324n. No Liens or Restrictions on Shares Unless Indicated on 
 Certificates. 
 
 There shall be no lien in favor of a corporation upon the 
 shares represented by a certificate issued by such corporation, 
 and there shall be no restriction upon the transfer of shares so 
 represented, by virtue of any by-law of such corporation, or 
 otherwise, unless the right of the corporation to such lien or the 
 restriction is stated upon the certificate.^* 
 
 It has been held^^ that the Act of June 24, 1895, P- L. 258, 
 repeals so much of Section 7 of the Act of April 29, 1874, P. L. 
 T},, as prohibited the transfer of certificates, without the consent 
 of boards of directors, when the stockholders were indebted 
 to the company; also that the said Act of 1895 repeals so much 
 of the Twenty-first Section of the Act of May 13, 1876, P. L. 
 161, as restricted the transfer of shares of bank stock in a simi- 
 lar manner,'" and that subsequent to the passage of said Act of 
 1895, a by-law of a bank, prohibiting transfers of stock the 
 holders of which were indebted to the bank, without the consent 
 of the directors, was of no effect. °^ 
 
 The above provision gives to any corporation the right to 
 provide by by-law that shares of stock of indebted stockholders 
 may not be transferred without the consent of the directors, 
 such restriction to be stated upon the certificates. 
 
 (52) Sec. 13, Act of May 5, 1911, P. L. 126. 
 
 (53) Sec. 14, Act of May 5, 1911, P. L. 126. 
 
 (54) Sec. IS, Act of May 5, 1911, P. L. 126. 
 
 (55) Sproul V. Standard Plate Glass Co., 201 Pa., 103 (1901). 
 
 (56) Bank of Millvale v. Ohio Valley Bank, 234 Pa., i (1912) ; 58 Pitti. 
 L. J., 329 (1910). 
 
 (57) People's Bank of Erie v. First National Bank of Cambridge 
 Springs, 39 Pa. C. C, 113 (19") • 
 
76 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 324o. Alteration of Certificates. 
 
 The alteration of a certificate, whether fraudulent or not, 
 and by whomsoever made, shall not deprive the owner of his 
 title to the certificate and the shares originally represented 
 thereby, and the transfer of such a certificate shall convey to the 
 transferee a good title to such certificate and to the shares origi- 
 nally represented thereby.^^ 
 334p. Lost or Destroyed Certificates. 
 
 Where a certificate has been lost or destroyed, a court of com- 
 petent jurisdiction may order the issue of a new certificate 
 therefor on service of process upon the corporation and on 
 reasonable notice by publication, and in any other way which 
 the court may direct, to all persons interested, and upon satis- 
 factory proof of such loss or destruction, and upon the giving 
 of a bond, with sufficient surety to be approved by the court, to 
 protect the corporation or any person injured by the issue of the 
 new certificate from any liability or expense which it or they 
 may incur by reason of the original certificate remaining out- 
 standing. The court may also, in its discretion, order the pay- 
 ment of the corporation's reasonable costs and counsel fees. 
 
 The issue of a new certificate under an order of the court, 
 as provided in this section, shall not relieve the corporation 
 from liability in damage to a person to whom the original cer- 
 tificate has been or shall be transferred, for value, without notice 
 of the proceedings or of the issuance of the new certificate.'" 
 S24q. Cases Not Provided for by Act. 
 
 In any case not provided by this act, the rules of law and 
 equity, including the law merchant, and in particular the rules 
 relating to the law of principal and agent, executors, adminis- 
 trators, and trustees, and to the effect of fraud, misrepresenta- 
 tion, duress or coercion, mistake, bankruptcy, or other invalidat- 
 ing cause, shall govern.®" 
 334r. Interpretation of Act. 
 
 This act shall be so interpreted and construed as to effectuate 
 its general purpose to make uniform the law of those states 
 which enact it.®^ 
 
 (58) Sec. 16, Act of May S, 1911, P. L. 126. 
 
 (59) Sec. 17, Act of May 5, igii, P. L. 126. 
 
 (60) Sec. 18, Act of May S, 1911, P. L. 126. 
 
 (61) Sec. 19, Act of May 5, 191 1, P. L. 126. 
 
PRIVATi; CORPORATIONS IN PENNSYLVANIA. "JJ 
 
 324s. Definition of Indorsement. 
 
 A certificate is indorsed when an assignment or power of 
 attorney to sell, assign, or transfer the certificate or the shares 
 represented thereby is written on the certificate and signed by 
 the person appearing by the certificate to be the owner of the 
 shares represented thereby, or when the signature of such person 
 is written without more upon the back of the certificate. In any 
 of such cases a certificate is indorsed though it has not been 
 delivered.*^ 
 
 324t. Other Definitions. 
 
 The person to whom a certificate was originally issued is the 
 person appearing by the certificate to be the owner thereof, 
 and of the shares represented thereby, until and unless he in- 
 dorses the certificate to another specified person ; and thereupon 
 such other specified person is the person appearing by the cer- 
 tificate to be the owner thereof, until and unless he also indorses 
 the certificate to another specified person. Subsequent special 
 indorsements may be made with like effect.^' 
 
 One. In this act, unless the context or subject matter other- 
 wise requires — 
 
 "Certificate" means a certificate of stock in a corporation or- 
 ganized under the laws of this state or of another state whose 
 laws are consistent with this act. 
 
 "Delivery" means voluntary transfer of possession from one 
 person to another. 
 
 "Person" includes a corporation or partnership, or two or more 
 persons having a joint or common interest. 
 
 To "purchase" includes to take as mortgagee or as pledgee. 
 
 "Purchaser" includes mortgagee and pledgee. 
 
 "Shares" means a share of stock in a corporation organized 
 under the laws of this state or of another state whose laws are 
 consistent with this act. 
 
 "State" includes state, territory, district, and insular posses- 
 sions of the United States. 
 
 "Transfer" means transfer of legal title. 
 
 "Title" means legal title, and does not include a merely equit 
 able or beneficial ownership or interest. 
 
 "Value" is any consideration sufficient to support a simple 
 
 (62) Sec. 20, Act of May 5, 191 1, P. L. 126. 
 
 (63) Sec. 21, Act of May 5, 191 1, P. L. 126. 
 
78 PRIVATE CORPORATIONS IN PfiNNSYLVANIA. 
 
 contract. An antecedent or pre-existing obligation, whether for 
 money or not, constitutes value where a certificate is taken either 
 in satisfaction or as security therefor. 
 
 Two. A thing is done "in good faith," within the meaning 
 of this act, when it is in fact done honestly, whether it be done 
 negligently or not.°* 
 
 334u. Act Applies Only to Certificates Issued After Its Passage. 
 
 The provisions of this act apply only to certificates issued after 
 the taking effect of this act.''^ 
 
 324v. Act Takes Effect— When. 
 
 This act shall take effect on the first day of January, one 
 thousand nine hundred and twelve. "* 
 
 324w. Title by Which Act Hay be Cited. 
 
 This act may be cited as the Uniform Stock Transfer Act.°^ 
 
 326. Status of Transferer and Transferee After Transfer and Be- 
 fore Begistry Thereof. 
 
 The purchaser of partly paid shares of stock from the original 
 subscriber therefor, which purchaser sells said stock without 
 having the same transferred to him on the books of the corpora- 
 tion, is not liable to said original subscriber for the amount of an 
 assessment made on said stock long after the purchaser had 
 parted with the ownership of the stock, which said original sub- 
 scriber is compelled to pay. In such case, the only recourse of 
 the original subscriber is to the owner of the stock at the time 
 the assessment was levied.^* 
 
 The vendor of stock who remains the registered owner after 
 sale and is therefore compelled to pay an assessment, holds the 
 relation to his vendee of a ^Majj-surety, and in an action against 
 said vendee to recover the amount of the assessment so paid, 
 the statute of limitations runs from the time the vendor actually 
 paid it, and not from the time when the assessment was due.°° 
 
 (64) Sec. 22, Act of May 5, 191 1, P. L. 126. 
 
 (65) Sec. 23, Act of May 5, 191 1, P- L. 126. 
 
 (66) Sec. 2S, Act of May 5, 191 1, P. L. 126. 
 
 (67) Sec. 26, Act of May S, 1911, P. L. 126. 
 
 (68) Rogers v. Toland, 43 Pa. Super. Ct., 248 (1910) ; Huegle v. Bean, 
 43 Pa. Super. Ct., 352 (1910) 
 
 (69) Arndt v. McQuillen, 19 D. R., IIS (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 79 
 
 328. Liability for Calls Becoming Due After Transfer. 
 See Section 237a. 
 
 331. Restrictions Imposed by By-Laws on Transfers. 
 
 Where a by-law of a corporation provides that none of the 
 stock of the company "shall be sold or transferred, unless the 
 board of directors shall have received a notice thirty days pre- 
 vious thereto, and an option given such board to purchase it," 
 the directors are not bound to submit the option to the stock- 
 holders for their acceptance or rejection of it. The board, in 
 the absence of fraud, may waive its right to the option and permit 
 a transfer of the stock, and said board may not be enjoined by 
 stockholders from exercising such right.'" 
 
 332. Prohibition of Transfers of Shares When Owner is Indebted 
 
 to the Corporation Issuing the Same. 
 
 A corporation brought two actions simultaneously, one in 
 assumpsit and the other by attachment under the Act of 1869, 
 against its secretary for money embezzled. It obtained judg- 
 ment in the action of assumpsit and afterwards in the attachment 
 proceeding, issued a fi. fa. on the judgment in the attachment 
 proceeding, levied on stock owned by the defendant in the plain- 
 tiff corporation, and bought it at the sale for $534.00. Another 
 judgment creditor petitioned for an order upon the sheriff to 
 pay the purchase money into court for distribution, on the ground 
 that the judgment in the attachment case was void. Held, that 
 the plaintiff was entitled to but one judgment, but that neither 
 the defendant nor a stranger could claim the fund, as the plain- 
 tiff had a lien upon the stock for money due by its secretary 
 under Section 2 of the Act of March 29, 1819, 7 Sm. Laws, 
 217, and Section 7 of the Act of April 29, 1874, P. L. 72, and 
 that the attachment proceeding should be regarded as merely an- 
 cillary, and the rule to pay the fund into court discharged.'^ 
 
 333. Transfers of Stock Held in Trust. 
 
 A trustee selling shares of stock belonging to the trust estate 
 may demand as a right, under the provisions of the Act of May 
 23, 1874, P. ly. 222, the transfer of the stock on the books of 
 the corporation issuing the same, where such company has not 
 
 (70) Hughes V. Citizens' Elec. Lt., Ht. & Pr. Co., 226 Pa., 95 (1909). 
 
 (71) Centennial Market Company v. McCarey, 18 D. R., 606 (1909)- 
 See Sec. 324n. 
 
8o privatb; corporations in Pennsylvania. 
 
 received notice from persons interested that any trust will be 
 violated if the transfer be made, and the company does not 
 charge that the transfer is required for improper or fraudulent 
 uses. The provisions of said act are not confined in their appli- 
 cation to merely technical trusts.'^ 
 
 335. Conversion of Shares by Bailees, Pledgees and Others. 
 
 Where a firm of brokers to whom the owner of certificates 
 of stock has delivered such certificates to be sold, signing a blank 
 transfer and power of attorney on the back of each certificate, 
 instead of selling them delivers them to a bank in substitution of 
 collateral previously pledged for a debt of their own, the bank 
 is entitled, upon the failure of the brokers, to hold the certificates 
 as against the owner, on the ground that the giving up of the 
 collateral previously pledged was a consideration for the pledge 
 of the certificates, and the bank was, therefore, an innocent 
 holder for value to the extent of such consideration.^^ 
 
 Where a pledgee or purchaser takes stock with notice of the 
 capacity in which an agent holds it, he may not deny the right 
 of the principal therein.^* 
 
 A purchaser of shares of stock from a known special agent 
 is bound to ascertain the nature and extent of the agent's au- 
 thority, and is not entitled to rely upon the agent's possession of 
 a certificate, with an assignment and power of attorney to trans- 
 fer, and a telegram from the principal containing the expression 
 "if you can't sell, borrow." If in such case the purchaser with 
 full knowledge of the ownership of the stock pays ten cents 
 a share for it, when inquiry would have shown him that the 
 agent had been instructed to sell it to another party for fifty 
 cents a share, equity will compel him to reassign the stock to 
 the owner upon repayment of the amount paid to the agent, with 
 interest.'^ 
 
 A stock broker called upon a customer for additional margin 
 and received from the latter instead of cash certain certificates 
 of stock. Instead of signing the power of attorney for transfer 
 on the back of the certificates, the customer executed and de- 
 
 (72) Miller v. Westmoreland Coal Co., 40 Pa. C. C, 399 (1912). 
 
 (73) King V. Mellon National Bank of Pittsburgh, 227 Pa., 22 (1910). 
 
 (74) Sloan V. Brown, 228 Pa., 495 (1910). 
 
 (75) Sloan v. Brown, 228 Pa., 495 (1910) ; Wood's Appeal, 92 Pa., 379, 
 distinguished. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 8l 
 
 livered with the certificates blank powers of attorney on other 
 pieces of paper and the broker pledged the certificates to a bank. 
 Held, that in such case the bank might hold the certificates as 
 an innocent purchaser for value as against the customer of 
 the broker, although they were pledged as additional collateral 
 for a pre-existing indebtedness of the broker, it appearing that 
 the bank, relying upon the surety of the stock, surrendered 
 other valuable securities to the broker without consideration; 
 also that the bank was under no duty to make inquiry as to 
 the authority of the broker to pledge the security, because the 
 power of attorney on the back of the certificates had not been 
 filled in.™ 
 
 Where a stock broker who has purchased stocks on margin 
 for a customer, hypothecates such stock to secure his own loans 
 for an amount larger than is necessary to secure the amount 
 advanced by him for the purchase of said stocks for his cus- 
 tomer, such hypothecation amounts to a conversion of the shares, 
 and the broker is not entitled to recover from his customer any 
 losses on the stock so pledged; so, also, where such broker sells 
 a portion of the stock purchased by him for his customer, such 
 sale amounts to a conversion and entitles the customer to re- 
 pudiate the contract.'^' 
 
 The Act of June lo, 1881, P. L,. 107, amending the first sec- 
 tion of the Act of May 25, 1878, P. L. 155, so as to permit 
 brokers to hypothecate stocks purchased by them for customers, 
 does not authorize such hypothecation of such stocks for se- 
 curity for the general obligations of a broker, but merely author- 
 izes the hypothecation of the stocks of the customers to the 
 extent of securing loans for the amounts due the broker from 
 his customers thereon.'^ 
 
 Where the owner of stock gives his certificates, accompanied 
 by a blank assignment to his broker, and the latter converts 
 the same to his own use and transfers the stock to a third person, 
 the person giving the power of attorney must stand the loss re- 
 sulting from the conversion.'^ 
 
 (76) Crawford v. Dollar S. F. & T. Co., 236 Pa., 206 (1912). 
 (^^') Sproul V. Trust Company, 39 Pa. C. C, 627 (1912). 
 
 (78) Sproul V. Trust Company, 39 Pa. C. C, 627 (1912). 
 
 (79) Munhall v. Hazelwood Savings & Trust Co., 59 Pitts. L. T-, I99 
 (1911). 
 
82 PRIVATD CORPORATIONS IN PENNSYLVANIA. 
 
 342. Jurisdiction of Courts of Common Pleas in the Matter of 
 Corporation Mortgages. 
 
 Where a Pennsylvania corporation with principal offices in 
 another state, operating a passenger railvi^ay company in Lan- 
 caster County, defaulted in the payment of interest on its bonds, 
 and the trustee, a Philadelphia trust company, sold, in Lancaster 
 County, the mortgaged property under a power in the mortgage, 
 held, that said trustee could be cited to file an account in the said 
 county.*" 
 
 345. Power to Mortgage — Corporations Formed Under or Accepting 
 the Act of April 29, 1874. 
 
 The Act of April 22, 1905, P. L. 280, amending Section i, 
 Act of February 9, 1901, P. L. 3 (see Section 246), provides 
 inter alia, as follows : 
 
 "And upon the authorizing of any such increase of indebted- 
 ness by the stockholders of such corporation, in the manner here- 
 inafter provided, it shall be lawful for such corporation to secure 
 the payment of the principal or interest, or both, of all or any 
 part of such indebtedness, by mortgage, deed of trust or other 
 pledge or conveyance, by way of security, of all or any part of 
 its real and personal property, rights, privileges and franchises, 
 and in such manner and upon such terms as its board of direc- 
 tors may determine." 
 
 This provision seems to confer upon corporations the right 
 to mortgage their personal property equally with their real es- 
 tate. 
 
 It does not, however, authorize a corporation to increase its 
 indebtedness and secure the payment of the principal and interest 
 thereof by a mortgage upon finished raw materials, and finished 
 products to be bought and made in the future. The effect of 
 this legislation is merely to permit a corporation to use its prop- 
 erty to secure its indebtedness by employing whatever forms 
 of security may be appropriate under existing law to the several 
 kinds of property.*^ 
 
 "It is certain that no other statute than the Act of 1905 — ex- 
 
 (80) Mortgage of Philadelphia, Coatesville & Lancaster Pass. Ry. Co., 
 19 D. R., 680 (1909). 
 
 (81) In re R. G. Wunderly Co., 21 D. R., 32 (1911) ; 192 Fed. Rep., 
 417. U. S. Dist. Ct. See Baker's Executors v. Consumers Box Board 
 & Paper Co, 3i D. R^ 113 (1911). 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. 83 
 
 cept, perhaps, a few statutes of limited range passed before the 
 adoption of the present constitution — has authorized a Pennsyl- 
 vania corporation to mortgage its personal property, if that 
 phrase be taken in its ordinary meaning, which does not include 
 fixtures and movables of that class. The public policy of the 
 state, witnessed by a host of decisions, has always been opposed 
 to chattel mortgages, and (subject to some exceptions) has 
 always required possession to be transferred before a sale or 
 pledge of personal property becomes valid against other cred- 
 itors of the vendor or pledgor. A court, therefore, may prop- 
 erly demand to be clearly satisfied that this long and firmly 
 established policy has been abandoned, and should not be content 
 with statutory language that is susceptible of more than one 
 construction. I do not agree that the Act of 1905 shows clearly 
 that so radical a change of policy was intended, and I shall state 
 my reasons briefly. The act is a supplement to the Act of Feb. 
 9, 1901, P. L. I, whose purpose was 'to provide for increasing 
 the capital stock and indebtedness of corporations.' This statute 
 is devoted throughout to the subject stated in the title — the 
 power to increase and the method of exercising the power — 
 and pays no attention to the manner of securing the corporate 
 indebtedness. Neither "mortgage' nor "property' is mentioned or 
 alluded to from beginning to end. The ist section authorizes any 
 corporation created by general or special law to increase its 
 capital stock and indebtedness to such an amount as it may 
 deem necessary to carry on and enlarge its corporate business 
 and purposes. The 2d section deals with the method of in- 
 crease, requiring a resolution of the board of directors and 
 afterwards the consent of the stockholders ascertained at a 
 carefully regulated election. The 3d section requires the cor- 
 poration to certify such consent to the secretary of the com- 
 monwealth, and to certify, also, the actual increase whenever 
 it shall be made. The 4th section provides that this method 
 need not be resorted to 'in the case of indebtedness contracted 
 in the usual course of corporation business,' and adds certain 
 provisions that are not now relevant. It is clear that the method 
 of securing corporate indebtedness was not in the mind of the 
 legislature. It is nowhere referred to, for the purpose of the 
 act was simply to provide that stock and indebtedness might be 
 increased to an unlimited amount, and to require that corporate 
 action to this end should be taken by a prescribed method. . . . 
 
84 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 "The second of these italicized passages [being the matter 
 contained in the first paragraph of this section] is supposed to 
 overturn the settled policy of the state during more than a cen- 
 tury, and to authorize any corporation having capital stock to 
 make a chattel mortgage — the argument being that this has 
 been accomplished by the mere insertion of the word 'personal.' 
 I am unable to assent to this conclusion. It is manifest that the 
 act has made no attempt to answer the grave questions that 
 must suggest themselves at once to any ordinarily intelligent 
 mind that undertakes to deal with so radical a change in the law 
 of Pennsylvania. ..... 
 
 "It seems incredible that these and other perplexities, reason- 
 ably apparent as they are upon a few moments' reflection, should 
 not have been seen by the legislature, or should have been delib- 
 erately turned over to the courts for such solution as might be 
 possible. Especially does this seem incredible, when a con- 
 struction is apparent, as it seems to me, that gives effect to all 
 the words of the act, and does no violence to existing and long 
 
 established policy Is it not reasonable to believe 
 
 that this whole passage was intended as a general statement to 
 the effect that the corporation might use its property to secure 
 its indebtedness, and might use it by employing whatever forms 
 of security might be appropriate to the several kinds of property 
 according to the law of the state? The spirit of the rule of con- 
 struction, reddendo singula singulis, seems to offer a sufficient 
 solution of the difficulty. In effect the legislature seems to say, 
 'Secure your indebtedness as you choose, using the method that 
 is appropriate for the particular kind of property. Some kinds 
 may be mortgaged, some may be pledged, some may be other- 
 wise conveyed. No restriction is put upon you except the es- 
 tablished rules that have been already laid down by other statutes 
 or by the courts.' At all events, this is the construction that 
 appeals to my judgment, and, in the absence of a binding de- 
 cision by the Supreme Court of the state, I adopt it as correct."'^ 
 
 A private corporation may not give a mortgage covering 
 personal property to be afterwards acquired, and a mortgage 
 of personal property by such a corporation without delivery of 
 
 (82) In re R. G. Wunderly Co., 21 D. R., 32 (1911) ; 192 Fed. Rep., 
 417. U. S. Dist. Ct. Per McPherson, Dist. J. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 85 
 
 possession or indicia of ownership is fraudulent as to creditors, 
 except under special acts relating to railroads," 
 
 352a. Bonds May be Issued for the Purpose of Bein^ Pledged as 
 Collateral. 
 
 The issue of bonds for the purpose of pledging them as col- 
 lateral for notes for money loaned to the corporation issuing 
 them is not in conflict with Section 7, Article XVI of the Con- 
 stitution. "In permitting the issue of bonds for 'money' the 
 Constitution would seem to have reference to a sale for cash 
 or its equivalent; while in permitting the issue 'for money . . 
 . . actually received' it would seem to expressly provide for 
 the case of an issuing for money under conditions other than a 
 straight sale. In other words, the auditor is of the opinion that 
 the framers of the Constitution, by the use of both expressions, 
 intended to provide not only for the case of a straight sale of 
 bonds, but also for the case of an issuing where 'money' is 
 'actually received' under conditions other than a sale."*'* 
 
 361. Increases of Indebtedness, s* 
 
 Guaranteed contracts issued by a mortgage guarantee com- 
 pany are not debts of a corporation within the meaning of the 
 act relative to increases of indebtedness, and the issuing of 
 such contracts is not an increase of indebtedness so as to require 
 compliance by the corporation with the provisions of the 
 Act of Feb. 9, 1901, P. L. 3, providing a method for increasing 
 the indebtedness of corporations. ^° 
 
 Since the passage of the Act of February 9, 1901, P. L. 3, the 
 indebtedness of a corporation is not required to bear any ratio 
 to its capital stock, and may be increased without reference to 
 the amount of said stock.*^ 
 
 It seems, however, that corporations formed by purchasers of 
 property and franchises at judicial and other sales may not issue 
 bonds to an amount in excess of the amount of their capital 
 stock. See Sec. 642. 
 
 (83) Baker's Executors v. Consumers' Box Board & Paper Co., 21 
 D. R., 113 (1911) ; 28 Lane. L. R., 297. 
 
 (83*) Miller v. Hellam Distilling Co., 27 York, 5 (1913). 
 
 (84) See Sec. 81. 
 
 (85) In re Phila. Company for Guaranteeing Mortgages, 11 Dau. Co. 
 Rep., 224 (igo8). 
 
 (86) Miller v. York Coated Paper Co., 39 Pa. Super. Ct., 538 (1909). 
 
86 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 362. What are not Increases of Indebtedness Within the Meaning 
 of Section 7 of Article XVI of the Constitution. 
 
 A corporation organized for the erection of buildings, and for 
 purchasing, holding, leasing, mortgaging, improving and selling 
 real estate may increase its indebtedness without the consent of 
 its stockholders, as provided by Section 7 of Article XVI of the 
 Constitution, and the Acts of April 18, 1874, P. L. 61, and Feb- 
 ruary 9, 1901, P. L. 3, by giving a mortgage, the proceeds of 
 which are to be used in the liquidation of debts of the corporation 
 contracted for building materials, labor, etc., in the erection of a 
 certain building upon its real estate, in the purchase of adjoining 
 land and the erection of other buildings.^' 
 
 365. Bonds Illegally Issued or Transferred. 
 
 A corporation issued $156,000 of bonds, and the same amount 
 of stock in payment for real estate which was worth only $156,- 
 000. Thereafter it issued $144,000 of bonds, and the same 
 amount of stock, for which bonds and stock it received only 
 $144,000 in cash, thus receiving for the aggregate amount of its 
 bond and stock issue of $600,000 only $300,000 in property and 
 cash. Held, that in such case the whole bond issue might be void 
 in the hands of those originally receiving the bonds, and if it 
 appear, on a scire facias on the mortgage given to secure the 
 bonds, that all the bonds are in fact in the hands of the original 
 holders, the validity of the issue of the bonds is a question for 
 the jury.** 
 
 In a suit against a corporation to recover the amount of cer- 
 tain coupons on its bonds, an affidavit of defense is sufficient 
 which sets forth that the bonds were fraudulently issued with 
 the knowledge of the plaintiff, and that the defendant received 
 no consideration for the bonds or the notes taken up by the 
 bonds.** 
 
 366. Actions on Coupons. 
 
 A trust company, trustee in a corporate mortgage, was the 
 owner of the larger portion of the bonds of the mortgagor and 
 held coupons from the remainder for collection. The president 
 of the mortgagor corporation paid the coupons with his own 
 
 (87) West V. Dyson, 230 Pa., 619 (1511). 
 
 (88) Guarantee Title & Trust Co. v. Dilworth Coal Co., 23s Pa., 594 
 (1912) ; 84 Atlantic Rep., 516. 
 
 (89) Birnatock v. Wrightsville Hdw. Co., 26 York L. R., 83 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 87 
 
 funds, the trustee having knowledge that the corporation did not 
 furnish the money to pay the same. The mortgage provided for 
 the payment of the coupons before the principal. Held, that the 
 transaction did not operate as a cancellation of the coupons, but 
 that the same remained in force and retained their preference as 
 a lien over the principal of the bonds.^"* 
 
 A clause in a corporation mortgage provided that the net pro- 
 ceeds of a sale by the trustee under the mortgage should be ap- 
 plied "first . . . toward payment to holders of unpaid bonds 
 and .... arrears of interest remaining unpaid on such 
 bonds." Held, that a bona fide holder of coupons detached from 
 bonds secured by such mortgage, which holder was not a holder 
 of the bonds themselves, was entitled to a preference in the pro- 
 ceeds of a foreclosure sale under the mortgage equally with hold- 
 ers of coupons who were also the holders of the bonds to which 
 the coupons were or had been attached.*" But the holder of de- 
 tached coupons is entitled to no preference over the holders of 
 coupons attached to their bonds. '^ 
 
 "Each coupon is a part of each bond, bearing upon its face the 
 number of the bond to which it belongs, and, if the owner of any 
 bond chooses to sever it from its coupons, he thereby divides it 
 and the holder of the coupons becomes equitably the owner of a 
 portion of the bond. Burke v. Shore, 79 Federal Reporter, 6." " 
 
 371. Guarantors of Corporate Obligations. 
 
 A corporation guaranteeing the payment of interest on the 
 bonds of another company, the agreement to guarantee being 
 stamped upon the bonds prior to their sale, may not, without the 
 consent of the bondholders, buy up coupons for a long period, 
 and then claim priority of payment as holder of such coupons 
 over the bondholders, a clause in the mortgage giving such prior- 
 ity to coupon holders. Such a procedure would defeat the intent 
 of the agreement endorsed upon the bonds."' 
 
 (89*) Union Trust Co. of Lancaster v. Berwick Con. Gas Co., 196 
 Fed. Rep., 511 (1912). 
 
 (90) Real Estate Trust Co. v. Penna. Sugar Refining Co., 237 Pa., 
 311 (1912). 
 
 (91) Real Estate Trust Co. v. Penna. Sugar Refining Co., 239 Pa., 
 456 (1913)- 
 
 (92) Real Estate Trust Co. v. Penna. Sugar Refining Co., 237 Pa., 
 311 (1912). 
 
 (93) Rea V. Penna. Canal Co., 22 D. R., 588 (1913). 
 
1^8 PRIVATE CORPORATIONS IN PBNNSYLVANIA. 
 
 There appears to be nothing in the Public Service Company 
 Law of July 26, 1913, P. L,. 1374, requiring the approval of the 
 Public Service Commission to the guaranteeing by public service 
 corporations of the obligations of other such corporations. 
 
 371a. Underwriting Agreements. 
 
 Where on a bill in equity to enforce a written subscription to 
 an underwriting agreement for the purchase of the bonds of a 
 corporation, one of the defendants in his answer claims that his 
 subscription was a conditional one, because of a parol collateral 
 agreement made when he signed it, and the answer is supported 
 by the testimony of one uncontradicted witness, strongly cor- 
 roborated, a finding by the trial judge that the subscription was in 
 fact conditional will be sustained."* 
 
 Where it appears in such a case that the agreement was tri- 
 partite, the fact that the subscription of one of the defendants 
 was conditional does not defeat the defense of such defendant, 
 where it appears from the contract that if such subscription fails 
 the other subscribers are all released from liability; nor can the 
 assignee of the original seller of the bonds claim in such case 
 that he is entitled to recover, although his assignor was not."" 
 
 372. Mortgage Deeds of Trustor — Trustees. 
 
 A court of equity has jurisdiction to control the exercise of the 
 discretion of the trustee of a corporate mortgage where such 
 discretion has been abused. Where the mortgage of a coal com- 
 pany provides that certain of the bonds secured by it be redeemed 
 at a premium, and certain other bonds termed "serial-bonds," 
 may be redeemed at par at any interest-paying date, and the 
 trustee under the mortgage is authorized to use the sinking fund 
 for the purchase and retirement of bonds, without specifying 
 what class of bonds, the trustee is bound to redeem the serial 
 bonds at par, if possible, before purchasing long term bonds at 
 a premium. °' 
 
 In an action by the holder of certain corporate bonds against 
 
 (94) Real Estate Trust Company of Phila. v. Riter-Conley Mfg Co., 
 223 Pa., 350 (1909). 
 
 (95) Real Estate Trust Co. of Phila. v. Riter-Conley Mfg. Co., 223 Pa., 
 350 (1909). 
 
 (96) See Sec. 345. 
 
 (97) Struthers Coal & Coke Co. v. Union Trust Co., 227 Pa., 29 (igio). 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 8y 
 
 the trustee, holder of the mortgage security, for damages for 
 the unauthorized satisfaction of the mortgage, a verdict for the 
 plaintiff was sustained vj^here it was conceded that plaintiif left 
 his bonds with the defendant with the mutual understanding and 
 direction that they were not surrendered; that they were to be 
 paid before the mortgage securing them would be satisfied, and 
 that the defendant satisfied the mortgage because its officer, 
 through a failure to recall the facts, was under the impression 
 that the bonds had been surrendered, and the evidence discloses 
 nothing in the defendant's course of conduct, nor in the nego- 
 tiations preceding the sale, in the contract of sale, or resolution 
 thereafter adopted for the satisfaction of the old mortgage, that 
 deprived the plaintiff of his right to enjoy the protection of the 
 mortgage securing his bonds."* 
 
 On the face of the bonds of a corporation was a provision that 
 in default of the payment of interest for a period of six months 
 the principal sum of the bonds together with all unpaid interest 
 thereon should become due and payable at once at the option of 
 the holders. On the said bonds and in the mortgage securing the 
 same was the following clause: 
 
 "It is an express stipulation upon which this bond is issued and 
 accepted that no process in the nature of an execution shall ever 
 be levied or enforced against the mortgaged property, or any part 
 thereof, at the suit of any holder of this bond, for either principal 
 or interest of the moneys therein designated, but all remedies 
 for the enforcement of the payment of such principal or interest 
 of any bonds secured by the mortgage aforesaid against the said 
 mortgaged premises shall be had and taken only by process there- 
 in by and in the name of the said trustee or its successors in the 
 trust." 
 
 In a suit brought by the holder of one of said bonds to re- 
 cover the principal and interest due thereon, after default in the 
 payment of interest, held, that the above provisions did not oper- 
 ate to prevent suit from being entered upon the bond. "At best, 
 the agreement only related to the mortgaged property and the 
 court can control any execution issued on a judgment obtained 
 upon the bond so as not to interfere with or prejudice such prop- 
 erty." Held, further, that the bondholder was entitled to judg- 
 ment for the principal of his bond with interest thereon to date 
 
 (98) Nivin V. Chester County Trust Co., 231 Pa., 315 (ipn)- 
 7 
 
90 rRIVATIJ CORI'ORATIONS IN PENNSYLVANIA. 
 
 of judgment, but not to interest to the period of maturity of the 
 bond.'" 
 
 In case of an execution by a bondholder against personal prop- 
 erty of a corporation, the burden is not on the bondholder to 
 show that such property is not covered by the mortgage. The 
 presumption is the other way. Where neither the trustee under 
 the mortgage nor the bondholders complain, it seems that the cor- 
 poration admittedly owing the debt has no standing to question 
 an execution by a bondholder.^"" 
 
 The president of a trust company, acting as trustee under a 
 corporate mortgage by the terms of which the trustee may re- 
 sign from the trusteeship by complying with certain requirements, 
 may not effect the resignation of his corporation as such trustee, 
 without action on the part of the directors or the executive board 
 of his company.^ 
 
 Where the bonds of a mortgage are unregistered and the holder 
 of a majority in amount of them deposits them with the trustee 
 under the mortgage as collateral security for a loan, the latter 
 becomes the holder within the terms of the mortgage giving the 
 right to a majority in amount of the holders of the bonds to ap- 
 point a new trustee, and the original holder of the bonds has no 
 right to vote the same for the appointment of such new trustee. 
 When a new trustee is appointed in such manner, the appoint- 
 ment is invalid.^ 
 
 Where such new trustee, so appointed, forecloses the mortgage 
 securing the bonds and the property is sold to such original holder 
 of the bonds, the purchaser will be enjoined from selling or dis- 
 posing of the property, the foreclosure proceedings and sale will 
 be set aside and a new trustee will be appointed to foreclose the 
 mortgage.' 
 872a. Sinking Funds for the Payment of Mortgages. 
 
 A mortgage on coal lands given to a trustee by a mining com- 
 pany to secure an issue of bonds provided that "when all said 
 bonds shall have been purchased, or when the amount in the 
 
 (99) Baker's Executors v. Consumers' Box Board & Paper Co., 20 D. 
 R., 899 (1911) ; Same Parties, 21 D. R., 113 (1911). 
 
 (100) Baker's Executors v. Consumers' Box Board & Paper Co., 21 
 D. R., 113 (iQii)- 
 
 (i) Calvert v. Pgh. Pickling Co., 60 Pitts. L. J., 596 (1911). 
 
 (2) Calvert v. Pgh. Pickling Co., 60 Pitts. L. J., 596 (1911). 
 
 (3) Calvert v. Pgh. Pickling Co., 60 Pitts. L. J., S96 (1911). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. QI 
 
 hands of the trustee shall be equal to the principal and interest 
 of the bonds then outstanding, the payments into the hands of 
 the trustee for a sinking fund shall cease." Held, that the mort- 
 gagor might cease to make annual payments into the fund when- 
 ever the amount of principal and interest then accrued upon the 
 outstanding bonds is in the hands of the trustee, provided, how- 
 ever, that the mortgagor should continue to pay interest on the 
 outstanding bonds as it accrues and continue to keep in the 
 hands of the trustee an amount of securities sufficient to pay all 
 such bonds.* 
 373. Foreclosure of Corporate Mortgages-^ 
 
 Where a corporation, trustee to secure an issue of bonds, be- 
 comes, in foreclosure proceedings, the purchaser of the mortgage 
 premises for the bondholders by receipting the amount of the 
 judgment, a bondholder is entitled, under Section 19 of the Act 
 of June 14, 1836, P. L. 630, after a year has elapsed, to an order 
 for an account, although the property has not been converted into 
 cash.^ 
 
 Where the required number of bondholders have directed the 
 trustee under a deed of trust of a Pennsylvania corporation to 
 foreclose, the trustee is not restricted to a scire facias at law, but 
 may file a bill in equity for foreclosure. A court of equity has 
 jurisdiction in such cases not only under its general chancery 
 powers but also under the provisions of the Act of May 4, 1893, 
 P. L. 29. A power of sale in the mortgage does not supersede 
 the remedy by bill.'' 
 
 A equity suit by a bondholder averring a right under his bonds 
 and a mortgage securing them to petition for the appointment of 
 a receiver and the sale of all the corporate property but showing 
 no other right, is a foreclosure suit, and the bill filed therefor is 
 demurrable where no copy of the mortgage is appended to or 
 made part of the bill, and no reference is given to the place of 
 record of the mortgage. On an appeal taken from a decree sus- 
 taining a demurrer to such a bill the appellate court will not con- 
 
 (4) Lehigh Valley Coal Co. v. Girard Trust Co., 231 Pa., 239 (1911) ; 
 19 D. R., 584. 
 
 (5) See Sec. 381- 
 
 (6) Watson v. Scranton Trust Co., 240 Pa., 507 (1913) ; 21 D. R., 241 
 (1911). 
 
 (7) Girard Trust Co. v. Avonmore Land & Improvement Co., 221 Pa., 
 52 (1908). 
 
92 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 sider the mortgage, although it is appended to the appellant's 
 paper-book.' 
 
 A bond and mortgage was given by a corporation to secure 
 three stockholders and directors of the company for moneys 
 raised by them for the use of the company, by the terms of which 
 the principal sum should fall due at the option of the mortgagee 
 if any instalment remained unpaid thirty days after the date 
 fixed for payment. On such a default judgment was taken and 
 execution issued for the whole debt and interest. It appeared 
 that the manager of the company had asked the creditors shortly 
 before the judgment to be notified when the payment was due 
 that he might be prepared to make the payment, but no notice 
 was given him of such date nor of the taking of judgment. As 
 soon as he learned of the judgment he tendered the interest which 
 was refused. Execution stayed absolutely on the payment of in- 
 terest to a certain date." 
 
 377. Conflict Between Contractors' Liens and Mortgage Liens. 
 
 Where a corporation mortgage is made to secure all the bonds 
 issued under it, and such bonds are issued to raise money for 
 the general purposes of the corporation, and sold in the ordi- 
 nary course of business without notice to or knowledge by the 
 purchasers of any particular use to which the money is to be 
 applied, the bondholders are entitled, in the distribution of the 
 proceeds of the sale of the property of the company, to priority 
 over mechanics' liens filed for work begun after the mortgage 
 was recorded; and all such bonds are entitled to such priority 
 although some of them were sold after the improvements for 
 which the liens were filed were begun." 
 
 381. Purchasers at Foreclosure Sales. 
 
 The trustee under a corporation mortgage may, in good faith, 
 in the absence of a specific provision in the mortgage, bid in the 
 property at a foreclosure sale for the benefit of the bondholders 
 at a price sufficient to cover the debt, interest and costs, and in 
 excess of the value of the property, and may make a resale of 
 such property to the best advantage, without an order of court 
 
 (8) Wagner v. Phila., B. & T. St. Ry. Co., 233 Pa., 114 (1912). 
 (g) Dime Dep. & Disc. Bank v. Standard Knitting Works, 12 L,ack. J., 
 353 (1912). 
 
 (10) Rauch V. Island Park Association, 226 Pa., 178 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 93 
 
 authorizing the same ;^^ but where such a corporate trustee bought 
 in the mortgaged property for $26,000 and sold the same at a 
 public sale a year later for $8,095, the trustee will be held re- 
 sponsible to a bondholder, who was not present at the sale and 
 did not participate in the same, for his proportion of the fair and 
 reasonable value of the property as of the date of sale, in a peti- 
 tion for an accounting/^ 
 
 390. Power to Declare Bividends Discretionary With. Directors. 
 
 A bill in equity by a stockholder averring that the officers of 
 the corporation refuse to make any report of profits which, as 
 the complainant alleges on belief, have been earned, and praying 
 for an account and a declaration of dividends, will be dismissed 
 on demurrer.'^'' 
 
 391. Dividends May Not be Declared Impairing the Capital Stock. 
 A corporation may not contract to pay interest or dividends on 
 
 its shares of stock in excess of its earnings, unless expressly au- 
 thorized by law.^* 
 
 The officers of a corporation may be convicted of conspiracy to 
 declare illegal dividends where it appears that during the period 
 within which such dividends were paid the expenses of the com- 
 pany were more than double the amount of the dividends, and 
 the total receipts were less than the dividends, and that the latter 
 were paid out of the sales of stock of the company. ^^ 
 
 The capital of a corporation may not be lawfully used for the 
 payment of dividends, and the directors of a ship building com- 
 pany will not be relieved from liability for wrongfully declaring 
 dividends out of capital, because said directors were not practical 
 ship builders nor personally familiar with processes of construc- 
 tion, where it appears that if they had examined the reports of 
 the treasurer to them with ordinary care they would have dis- 
 covered inflations of value, impairment of capital and shortage 
 of working capital. Nor will they be relieved from such liability 
 because the report of the receiver of the company showed that 
 the assets of the company exceeded its liabilities when it passed 
 
 (11) Nay Aug Lumber Co. v. Scranton Trust Co., 240 Pa., 500 
 (1913); 13 Lack. J., 193. 
 
 (12) Watson V. Scranton Trust Co., 240 Pa., S07 (1913) ; 21 D. R., 241. 
 
 (13) Biggert v. John D. Biggert Company, 57 Pitts., 30 (1909). 
 
 (14) Boas V. Montello Brick Co., 3 Berks, 65 (1910) ; 20 D. R., 796. 
 
 (15) Com. V. Donnelly, 40 Pa. Super. Ct., 116 (1909). 
 
94 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 into his hands, when an inspection of said report shows that the 
 capital stock was not taken into consideration in it as a liability.^" 
 
 301a. When Bividends May be Declared. 
 
 All corporations heretofore or hereafter incorporated under 
 any special or general law of this Commonwealth may, at any 
 time or times, declare dividends of so much of their net profits 
 as shall appear advisable to the directors ; such dividends to be 
 paid to the stockholders or their legal representatives at such 
 time after their declaration as the directors may fix; but such 
 dividends shall in no case exceed the amount of the net profits 
 actually acquired by the company, so that the capital stock shall 
 never be impaired thereby.^' 
 
 Anything contained in any general or special law inconsistent 
 with this act be and the same is hereby repealed.^* 
 
 The 9th section of the Railroad Act of February 19, 1849, P- 
 L. 79, and the nth section of the Street Railway Act of May 14, 
 1889, P. L. 211 (see Sec. 1504), require the dividends of such 
 companies to be declared in the months of July and January, and 
 to be paid to the stockholders at any time after the expiration of 
 ten days from the time of declaring the same. The object of the 
 foregoing act was to permit any corporation to declare and pay 
 dividends at any time or times, it being otherwise declaratory of 
 what the law was at the time of its passage. 
 
 404. Construction of Charters and Franchises. 
 
 The charter of a corporation of the first class is only what was 
 presented to the court and endorsed and certified by the judge. 
 Provisions relating to the management of the corporation, not a 
 part of the certificate of incorporation, though recorded with the 
 charter, are not part of it and do not bind the corporation.^^ 
 
 406. Power to Have Succession by a Corporate Name. 
 
 "The exclusive right of a corporation to its name is one that 
 of itself carries the presumption of injury by interference, and 
 will, therefore, be protected : Fort Pitt Building and Loan Ass'n 
 V. Model Plan Building and Loan Ass'n, 159 Pa., 308 (1893)." 
 
 (16) Cornell v. Seddinger, 237 Pa., 389 (1912). 
 
 (17) Sec. I, Act of May 23, 1913, P. L. 336- 
 
 (18) Sec. 2, Act of May 23, 1913, P. h- 336. 
 
 (19) Schantz v. Homeopathic M. & S. Hospital, S Berks C. L. J., 95 
 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 95 
 
 The motives of the person attempting the wrongful appropria- 
 tion of a corporate name are immaterial. There is such similar- 
 ity between the names "The New Method Steam Laundry Com- 
 pany" and "The New Method Damp Wash Laundry Company," 
 that a wrongful use by the respondent, an unincorporated asso- 
 ciation, of the latter name, will be enjoined at the suit of a cor- 
 poration entitled to the former name.^° 
 
 A corporation incorporated with the same name as one form- 
 erly incorporated will be enjoined from using such name at the 
 suit of such first incorporated company, and the fact that the 
 plaintiff was not in business when the defendant was incor- 
 porated does not deprive it of the right to protection.^^ 
 
 A corporation cannot obtain an exclusive right to a name gen- 
 erally used to designate a large district of the country, and re- 
 strain others from the use of it.^^ 
 
 A charter was granted to the Standard Quemahoning Coal 
 Company against the protest of the Quemahoning Coal Company 
 on the ground that the word "Quemahoning" is a geographical 
 name, which may not be exclusively appropriated.^^ 
 
 407. misnomer of Corporations. 
 
 Where a corporation, not having the word "company" as a 
 part of its corporate name, is made a defendant in a suit in 
 equity, with that word added to its title, said word may be drop- 
 ped by amendment, if it appear that the corporation was the one 
 intended to be served, that it was properly served and that the 
 statute of limitations has not barred the action.^* 
 
 In an action of trespass, where the plaintiff's statement im- 
 properly describes the defendant as a corporation of the state of 
 Pennsylvania, an amendment may be allowed so as to correctly 
 describe it as a corporation of the state of Maryland, the defend- 
 ant being already in court and the amendment bringing no new 
 party in the record.^^ 
 
 (20) New Method Steam Laundry Co. v. Tomlinson, 17 D. R., 362. 
 
 (21) Tuckahoe Mineral Springs Co., v. Tuckahoe Lithia Water Co., 
 18 D. R., 987 (1901). 
 
 (22) Poconco Pines Assembly v. Miller, 229 Pa., 33 (1910). 
 
 (23) Standard Quemahoning Coal Company, 39 Pa. C. C, 97 (191 1) ; 
 20 D. R., 1006; 14 Dau. Co. Rep., 271 (1911). 
 
 (24) Rosenbluth v. Reis Circuit Co., 36 Pa. C. C, 331 (1908). 
 
 (25) Meitzner v. Balto. & Ohio R. R. Co., 224 Pa., 352 (igog). 
 
96 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 409. Power to Sell Franchises and Property. 
 
 A company for the supply of water to the public has express 
 authority, under the provisions of the 5th section of the Act of 
 April 17, 1876, P. L. 30, to purchase the franchises and property 
 of other such companies.^" 
 
 A corporation may sell all its property, assets and franchises 
 to another corporation in consideration of long-term bonds se- 
 cured by a mortgage on the property of both companies, such 
 bonds to be allotted to the stockholders of the vendor company 
 pro rata according to their stockholdings.^^ 
 
 Under the Act of April 17, 1876, P. L. 30, a corporation has 
 the absolute power to sell its franchises and assets for a price 
 fixable by the corporation through the votes of a majority of its 
 stockholders, and such sale will not be set aside nor enjoined for 
 mere inadequacy of price where it is not affirmatively shown that 
 a majority of such stockholders acted fraudulently or coUusively 
 to deprive the minority stockholders of a fair share of the pro- 
 ceeds of the sale.^' 
 
 A minority stockholder objecting to such sale cannot be com- 
 pelled to take anything but cash or its equivalent for his interest 
 in the purchase price, and where the equivalent is a promise to 
 pay it must be a promise to pay within a reasonable time, prop- 
 erly secured. Hence where a corporation sells its franchises and 
 property to another, a miniority dissenting stockholder cannot be 
 compelled to take for his stock bonds of the purchasing company 
 running for thirty years and secured only by a mortgage on the 
 plant.^'' 
 
 Where a company sells and by proper deed conveys all its 
 franchises and property to another company, the selling company 
 ceases to exist under the provisions of the Act of April 17, 1876, 
 Section 5, P. L. 30.''° 
 
 Where a corporation sells practically all of its property to an- 
 other company, which has notice of existing contracts of the 
 
 (26) Greensburg Borough v. Westmoreland Water Co., 240 Pa., 481 
 (1913). See Sections 1798b and 1813. 
 
 (27) Koehler v. St. Mary's Brewing Co., 228 Pa., 648 (1910) ; 37 Pa. C. 
 C, 321 (1909)- 
 
 (28) Koehler v. St. Mary's Brewing Co., 228 Pa., 648 (1910), 37 Pa. C. 
 C, 321. 
 
 (29) Koehler v. St. Mary's Brewing Co., 228 Pa., 648 (1910) ; 37 Pa. C. 
 C, 321. 
 
 (30) Com. V. Lumber City Water Co., 225 Pa., 317 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. 97 
 
 vendor company which such company will not be able to perform 
 after the sale of such property, the vendee company will be com- 
 pelled to specifically perform such contracts. °^ 
 
 On and after January i, 1914 (see Section 2217), sales of the 
 property and franchises of public service corporations may be 
 made only with the consent of the Public Service Commission. 
 See Section 2103. Water companies must, in addition, obtain the 
 consent of the Water Supply Commission. See Section 1813. 
 418. Power to Contract. 
 
 A corporation formed under the provisions of a special act 
 prior to 1874 may not, by the acceptance of the provisions of the 
 Constitution of 1874 and the Act of April 29, 1874, evade con- 
 tractual obligations entered into before said acceptance.'^ 
 
 Where a natural gas company sells its property to another nat- 
 ural gas company which has notice of existing contracts of the 
 vendor company for supplying gas, the vendee company will be 
 compelled to specifically perform those contracts. ^^ 
 421. Power to Hold Stocks and Bonds of Other Companies. 
 
 Section 6, Art. Ill, of the Public Service Company Law (see 
 Section 2108), prohibits public service corporations from hold- 
 ing a controlling interest in the stock or other securities of any 
 other public service corporation doing business within the Com- 
 monwealth, without the consent of the Public Service Commis- 
 sion, but a proviso to said section is as follows : "Provided, how- 
 ever, That nothing in this act shall be construed to affect the hold- 
 ing of stock .... heretofore legally acquired and held." 
 Now as the said law does not go into effect until January i, 1914 
 (see Section 2217), the question arises whether the word "here- 
 tofore" in the said proviso relates to stock acquired before the 
 26th day of July, 1913, when the act was approved or to stock ac- 
 quired before January i, 1914. In other words, may a control- 
 ling interest in such stocks be acquired before January i, 1914, 
 without the consent of the commission? 
 426a. Power to Enter into Inter-Insurance Contracts. 
 
 The first section of the Act of June 27, 191 3, P. L,. 634, author- 
 
 (31) People's Natural Gas Co. v. American Natural Gas Co., 233 
 Pa., 569 (1912). 
 
 (32) White Haven Borough v. White Haven Water Co., 209 Pa., 166 
 
 (1904). 
 
 (33) People's Natural Gas Co. v. American Natural Gas Co., 233 Pa., 
 
 569 (1912). 
 
98 private; corporations in Pennsylvania. 
 
 izes individuals, partnerships and corporations of this Common- 
 wealth to exchange reciprocal or inter-insurance contracts with 
 each other or with individuals, partnerships and corporations of 
 other states and countries, providing indemnity among themselves 
 from any loss which may be insured against under other provi- 
 sions of the insurance laws, excepting life insurance. 
 
 The 8th section of said act is as follows : 
 
 Any corporation now or hereafter organized under the laws of 
 this Commonwealth, shall, in addition to the rights, powers, and 
 franchises specified in its articles of incorporation, have full 
 power and authority to exchange insurance contracts of the kind 
 and character herein mentioned. The right to exchange such 
 contracts is hereby declared to be incidental to the purposes for 
 which such corporations are organized, and as much granted 
 as the rights and powers expressly conferred. 
 
 427. Ultra Vires. 
 
 Where a contract has been made with a corporation and exe- 
 cuted in good faith by the other party and the corporation has 
 received the benefit of the same, it will not be permitted to set 
 up ultra vires as a defense.^* 
 
 Defendant may not set up as defense, in an action by a trust 
 company on a promissory note discounted by it, the proceeds of 
 which the defendant had received, that the plaintiff had exceeded 
 its corporate powers in doing a banking business and discount- 
 ing the note.^' 
 
 In an action by a turnpike company against a street railway 
 company for rentals due under a lease of the turnpike road to 
 the defendant, the latter may not set up a defense that the lease 
 was ultra vires of either company, it appearing that the defendant 
 had optained possession of the property under the lease and was 
 holding and using it when suit was brought. ^^ 
 
 A corporation of the first class formed for the promotion of 
 general culture in the interests of Christianity, and not for profit, 
 does not come within the provisions of the Act of June 20, 1901, 
 P. L,. 582, relating to the registration of trade-names, etc., and 
 
 (34) Ramble v. Penna. Coal Co., 47 Pa. Super. Ct, 28 (1911). 
 
 (35) Mutual Trust Co. v. Stern, 235 Pa., 202 (1912). 
 
 (36) Doylestown & D. Tpk. Rd. Co. v. Phila. & Easton El. Rwy. Co., 
 49 Pa. Super. Ct, 381 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 99 
 
 has no standing in a court of equity to protect a trade name used 
 in connection with a garage conducted for profit.'^ 
 
 A brewing corporation manufacturing ice to be used in the 
 manufacture of its products, is not performing an ultra vires act 
 when it sells an excess of ice necessarily manufactured by it,*' 
 and a brewing company, the stockholders of which own the stock 
 of an ice manufacturing company, which brewing company owns 
 the real estate of the ice company and furnishes power, labor and 
 fuel to it, is not doing an ultra vires act in buying ice from said 
 ice company for the preservation of its product.^* 
 428. Acts Held to be Intra Vires. 
 
 A land owner who contracted with a railroad company to sell 
 it certain real estate for its right of way may not afterwards com- 
 plain that the contract is ultra vires because the company thus 
 acquired more land than it actually needed. It is competent for 
 the company in such a case to determine whether it can accom- 
 plish its purpose upon better terms by complying with the owner's 
 demands and buying more land than it needs than it can by re- 
 sorting to condemnation proceedings.*" 
 
 A trust company may, to secure a loan, take over a printing 
 press, and, having done so, it is within its powers to lease such 
 press. *^ 
 
 434a. Amount of Beal Estate Which May be Held by Any Cor- 
 poration not for Profit. 
 
 All corporations within the Commonwealth of Pennsylvania, 
 incorporated for purposes not for profit, under any general or 
 special law of the Commonwealth of Pennsylvania, or which 
 may hereafter be incorporated under the authority of the same, 
 have, and shall have, the right to own, hold, use, and enjoy real 
 estate, within this Commonwealth, of the clear yearly rental value 
 or income of fifty thousand dollars, any limitation contained in 
 the charters of such corporations to the contrary notwithstand- 
 ing." 
 
 (37) Pocono Pines Assembly v. Miller, 229 Pa., 33 (1910). 
 
 (38) Com. V. Independent Brewing Co., 14 Dau. Co. Rep., 157 (1911) ; 
 Com. V. Star Brewing Co., 14 Dau. Co. Rep., 167 (1911) ; Com. v. Pgh. 
 Brewing Co., 14 Dau. Co. Rep., 174 (1911). 
 
 (39) Com. V. Victor Brewing Co., 14 Dau. Co. Rep., 181 (191 1). 
 
 (40) Del., Lack. & W. R. R. Co. v. Welser, 233 Pa., 154 (1912). 
 
 (41) Prenatt v. Messenger Printing Co., 41 Pa. C. C., 49 (1912) ; 61 
 Pitts. L. J., 249. 
 
 (42) Act of May 15, 1913, P. L. 214. 
 
100 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 438. Corporations May Hold Beal Estate Acquired Under Execu- 
 tion or Taken in Satisfaction of Debts. 43 
 
 The provisions of an act, entitled "An act to extend the time 
 during which corporations may hold and convey the title to real 
 estate, heretofore bought under execution or conveyed to them in 
 satisfaction of debts, and now remaining in their hands unsold," 
 approved the twenty-second day of May, Anno Domini one thou- 
 sand eight hundred and seventy-eight, which reads as follows: — 
 
 "Whereas, Owing to the depreciation in the value of real es- 
 tate, many corporations have been obliged to purchase real es- 
 tate under executions, or take conveyances thereof, in order to 
 save their claims thereon, and by their charters are authorized to 
 hold the same only for a limited time, and owing to such con- 
 tinued depression in prices have been unable to sell and dispose 
 of the same; therefore, — 
 
 "Section i. Be it enacted, &c.. That the time during which 
 all corporations are authorized by law and their charters to 
 hold and convey real estate, acquired by them under execution or 
 in satisfaction of debts, be and the same is hereby extended to all 
 property heretofore bought and now held by such corporations, 
 for and during a further period of five years from and after the 
 expiration of the time during which, as aforesaid, they are now 
 so authorized to hold and convey the same," — be and the same 
 are hereby revived, continued, and extended, in so far as they 
 relate to banking companies, for a period of five years from and 
 after the passage of this act : Provided, however, That nothing 
 in this act shall apply to railroad right of ways.** 
 
 442. Validation of Conveyances of Manufacturing Companies, the 
 Charters of Which Have Expired. 
 
 No exercise of franchise, grant, bargain and sale, feoffment, 
 deed of conveyance, release, assignment, or other assurance of 
 lands, tenements and hereditaments, contract or agreement what- 
 soever, made, executed, and delivered prior to January first, nine- 
 teen hundred and thirteen, by any corporation of this Common- 
 wealth, or by the successors of any such manufacturing corpora- 
 tion or land company, shall be deemed, held or adjudged invalid, 
 and defective or insufficient in law, by reason of the expiration of 
 the term of its charter; but all and every such exercise of fran- 
 
 (43) This section was wrongly entitled in the original work. 
 
 (44) Act of June 10, 191 1, P. L. 871. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. lOI 
 
 chises, grant, bargain and sale, feoffment, deed of conveyance, 
 release, assignment, or other assurance, contract, or agreement, 
 so made, executed and delivered, shall be as good valid, and 
 effectual in law and fact as if the charter of such corporation, or 
 of the successors of such corporation, had not expired or had 
 been renewed and extended : Provided, however, That such cor- 
 poration, or the successors thereof, has accepted the provisions 
 of the Constitution of this Commonwealth, and of the act of 
 Assembly, entitled "An act to provide for the incorporation and 
 regulation of certain corporations," approved the twenty-ninth 
 day of April, Anno Domini one thousand eight hundred and 
 seventy-four, or is subject thereto without acceptance ; And pro- 
 vided further. That not more than twenty years has elapsed since 
 the expiration of the term of such charter.*^ 
 
 454. Estate Taken by Canal Companies Under the Bight of Emi- 
 nent Domain. 
 
 The Union Canal Company condemning land under Section 13 
 of the Act of April 2, 181 1, 5 Sm. L. 266, acquired an easement 
 only in the land, for the use of the canal, and when the canal was 
 abandoned, the use and occupancy of the land reverted to the 
 owners of the fee.''" 
 
 Land submerged by the erection of a dam at Conneaut Lake, 
 by the Canal Commissioners in order to store water for the use 
 of the Pennsylvania Canal, was taken for permanent use and 
 the Commonwealth took title to the same in fee and not an ease- 
 ment therein.*'' 
 
 457. Consequential Damages. 
 
 A company organized for the purpose of supplying power for 
 the manufacture of electricity to be used for public and pri- 
 vate lighting, not possessing the right of eminent domain, is lia- 
 ble for damages created by the percolation of water from an arti- 
 ficial water course upon its premises. On an issue to determine 
 damages to plaintiff's land by such seepage, the case is for the 
 jury, where the evidence is conflicting as to whether the flow of 
 water came from defendant's race onto the plaintiff's land, or 
 
 (45) Act of June 19, 1913, P- L. 539, amending the Act of April 22, 
 1909, P. L. 122. 
 
 (46) SchoU V. Emerich, 36 Pa. Super. Ct., 404 (1908). 
 
 (47) Foust V. Droutlein, 237 Pa., 108 (1912). 
 
I02 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 whether the injury resulted from the interfering agency of water 
 flowing through drains constructed by a railroad company.*' 
 
 459. Taking of TrancMses and the Property of Corporations Pos- 
 sessing the Right of Eminent Domain Under Said Right. 
 
 A bridge built by a corporation under the provisions of the 
 Act of June 14, 1873, P. L. (1874) 421, authorizing the con- 
 struction thereof "for railroad, wagon and other purposes," and 
 the charging of toll "for the use thereof," may not be condemned 
 by the county, where it appears that the corporation occupied 
 the entire bridge with the tracks of a railroad, and permitted the 
 use of it to the public generally as a toll bridge only when it was 
 not in actual use for railroad purposes.*' 
 
 461. Method of Taking Property Under the Right of Eminent Do- 
 main. 
 
 In all cases in which, under the provisions of this act, any 
 corporation is permitted to take waters, streams, lands, property, 
 materials or franchises for the public purposes thereof, and the 
 said corporation cannot agree with the owner or owners of any 
 such waters, streams, lands, materials or franchises for the com- 
 pensation proper for the damage done or likely to be done to or 
 sustained by any such owner or owners of such waters, streams, 
 land or materials, which such corporation may enter upon, use 
 or take away, in pursuance of the authority herein given, or by 
 reason of the absence or legal incapacity of any such owner or 
 owners no such compensation can be agreed upon, the court of 
 common pleas of the proper county, on application thereto by 
 petition, either by said corporation or by the owner or owners, 
 or any one in behalf of either, shall appoint three discreet and 
 disinterested freeholders of the proper county, and appoint a time, 
 not less than ten nor more than twenty days thereafter, for said 
 viewers to meet at or upon the premises where the damages are 
 alleged to be sustained or the property taken, of which time and 
 place five days' notice shall be given by the petitioner to the said 
 viewers and the other party; and the said viewers, having been 
 first duly sworn or affirmed, faithfully, justly and impartially to 
 decide and true report to make concerning all matters and things 
 to be submitted to them, and in relation to which they are au- 
 
 (48) Welliver v. Irondale Electric Light, Heat & Power Co., 38 Pa. 
 Super. Ct., 26 (1909). 
 
 (49) Nanticoke Bridge, 40 Pa. Super. Ct., 345 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I03 
 
 thorized to inquire, in pursuance of the provisions of this act, and 
 having viewed the premises, they shall estimate and determine 
 the quantity, quality and value of said lands, streams or prop- 
 erty so taken or occupied, or to be taken or occupied, or the ma- 
 terials so used or taken away, as the case may be, and having a 
 due regard to, and making just allowance for, the advantages 
 which may have resulted, or which may seem likely to result, 
 to the owner or owners of said streams, land or materials, in con- 
 sequence of the making the improvements or conducting the op- 
 erations of such corporation, or of the construction of works 
 [for] which the property is to be taken; and after having made a 
 fair and just comparison of said advantages and disadvantages, 
 they shall estimate and determine whether any, and, if any, what 
 amount of damages has been or may be sustained, and to whom 
 payable, and make report thereof to the said court ; and if any 
 damages be awarded, and the report be confirmed by the said 
 court, judgment shall be entered thereon; and if the amount 
 thereof be not paid within thirty days after the entry of such 
 judgment, execution may then issue thereon, as in other cases of 
 debt, for the sum so awarded, and the costs and expenses in- 
 curred shall be defrayed by the said corporation ; and each of the 
 said viewers shall be entitled to one dollar and fifty cents per 
 day for every day necessarily employed in the performance of the 
 duties herein prescribed, to be paid by such corporation. 
 
 In all cases where the parties cannot agree upon the amount of 
 damages claimed, or by reason of the absence or legal incapacity 
 of such owner or owners no such agreement can be made, either 
 for lands, streams, water, water-rights, franchises or materials, 
 the corporation shall tender a bond, with at least two sufficient 
 sureties, to the party claiming or entitled to any damages, or to 
 the attorney or agent of any person absent, or to the guardian or 
 committee of any one under legal incapacity, the condition [of] 
 which shall be that the said corporation will pay, or cause to be 
 paid, such amount of damages as the party shall be entitled to re- 
 ceive, after the same shall have been agreed upon by parties or as- 
 sessed in the manner provided for by this act : Provided, That in 
 case the party or parties claiming damages refuse or do not accept 
 the bond as tendered, the said corporation shall then give the 
 party a written notice of the time when the same will be pre- 
 sented for filing in court, and thereafter the said corporation may 
 present said bond to the court of common pleas of the county 
 
104 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 where the lands, streams, water or materials are, and if approved 
 the bond shall be filed in said court for the benefit of those inter- 
 ested, and recovery may be had thereon for the amount of dam- 
 ages assessed, if the same be not paid or cannot be made by ex- 
 ecution on the judgment in the issue formed to try the question. 
 
 The viewers provided for in this section may be appointed be- 
 fore or after the entry for constructing said work or taking ma- 
 terials therefor, and after the filing of the bond hereinbefore pro- 
 vided for ; and, upon the report of said viewers being filed in said 
 court, either party, within thirty days thereafter, may file his, 
 her or their appeal from said report to said court. After such 
 appeal either party may put the cause at issue in the form di- 
 rected by said court, and the same shall then be tried by said 
 court and a jury, and, after final judgment, either party may 
 have a writ of error thereto from the Supreme Court, in the man- 
 ner prescribed in other cases ; the said court shall have power to 
 order what notices shall be given connected with any part of the 
 proceedings, and may make all such orders connected with the 
 same as may be deemed requisite. If any exceptions be filed with 
 any appeal to the proceedings, they shall be speedily disposed of ; 
 and, if allowed, a new view shall be ordered, and, if disallowed, 
 the appeal shall proceed as before provided. "'' 
 
 Where a corporation having the right of eminent domain takes 
 the proper corporate action to condemn the property in question, 
 followed by actual location, it is not necessary for the company, 
 in order to take such property under the power of eminent do- 
 main, to resort to an adverse condemnation proceeding. 
 
 "The statute which gives the right to condemn clearly contem- 
 plates an effort on the part of the condemning company to amic- 
 ably settle the question of damages with the riparian owner. 
 Rights conferred under the power of eminent domain may be 
 acquired by an adverse condemnation proceeding, but they may 
 likewise be acquired after proper corporate action has been taken 
 directing the location, by an equivalent agreement between the 
 parties. Hendler v. L. V. R. R. Co., 209 Pa., 256. It is the 
 duty of a corporation desiring to condemn land for a public use 
 after proper corporate action has been taken to make an effort 
 
 (so) Act of May 5, 1911, P. L. 112, amending Sec. 41, Act of April 29, 
 1874, P. L. 104. The amendment consists in the provision for the appoint- 
 ment of three, instead of five, viewers. 
 
PRIVATE CORPORATIONS IN PENNSYIvVANIA. IO5 
 
 to settle the question of damages with the land owner before 
 proceeding adversely. We can see no reason why a corporation 
 having the power of eminent domain, and in the assertion of that 
 power makes an effort to amicably settle the question of damages 
 with a land owner as the law contemplates, should be denied the 
 rights which accrue to a condemning company because it succeeds 
 in doing what the law requires, that is, settle the question of 
 damages with the land owner. We, therefore, conclude that ap- 
 pellee acquired its rights under the power of eminent domain and 
 not simply as a purchaser from the riparian owner with the usual 
 incidents of ownership in the fee."°^ 
 
 In condemnation proceedings under the right of eminent do- 
 main by a water company, the counsel fees of the owner of the 
 land sought to be condemned are not "costs and expenses" within 
 the meaning of the foregoing act, and hence such fees are charge- 
 able against the water company, but the attorney fee of $3.00 
 allowed by law is so chargeable. ^^ 
 
 468. Measure of Damages for Taking Property by the Right of 
 Eminent Domain. 
 
 Interest, as such, may not be allowed on damages for the con- 
 demnation of property under the right of eminent domain, but 
 the jury may consider the lapse of time between the taking of the 
 property and the time of trial as an element of damages. ^^ 
 
 473. Bond for Payment of Damages. 
 
 The approval of a bond in condemnation proceedings by a 
 court is an adjudication that all things necessary for its approval 
 have been done, including the fact that the parties are unable to 
 agree upon a settlement.'* 
 
 Where a water company tenders a bond in proceedings to ap- 
 propriate waters, and such waters are claimed by another water 
 company, the court will pass upon the sufificiency of the bond, 
 there being no objection as to its form or sufficiency, leaving the 
 declaration of the rights of the parties to the proper procedure.''' 
 
 "Though the Act of April 29, 1874, P. h. 73, under which 
 
 (51) Boalsburg Water Co. v. State College Water Co., 240 Pa., 198, 
 209 (1913). 
 
 (52) McQuade v. Richland Water Co., 39 Pa. C. C, 587 (1912). 
 
 (53) Mengell's Executors v. Mohnsville Water Co., 224 Pa., 120 (1909). 
 
 (54) Burkhard v. Penna. Water Co., 58 Pitts., 338 (1910). 
 
 (55) Harwood Coal Co. v. Hazleton Water Co., 15 Luz., 114 (1910). 
 
I06 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 water companies are incorporated and given the right of eminent 
 domain, does not require a formal petition to be presented to the 
 court, asking for the approval of a bond refused by a land ovi^ner 
 when tendered to him by the company to secure him damages foi; 
 the taking of his property, the proper and better practice is to 
 file such a petition at the time the approval of the bond is asked 
 for. 2 Lewis on Eminent Domain, (3d Ed.) 969. Such a petition 
 should set forth (i) the corporate power of the water company 
 to take the land under its right of eminent domain; (2) an accu- 
 rate description of the land by metes and bounds, evidenced by an 
 accompanying draft of the same; (3) The failure of the company 
 and of the land owner to agree upon the amount of damages 
 claimed; (4) the tender by the company to the land owner of 
 a bond, with at least two sufficient sureties; (5) the refusal of 
 the land owner to accept the bond, and that written notice was 
 given to him of the time when the same would be presented for 
 filing in court for approval. Such a petition, unanswered, would" 
 show not only the court's jurisdiction in the premises, but its duty 
 to approve the bond. If the averments in the petition, or any of 
 them, should be denied by the land owner, the findings of the 
 court on" a hearing, on exceptions or answer to the petition, would 
 become part of the record, from which an appellate court could 
 determine whether error was committed in approving or refusing 
 to approve the bond." ^^ 
 
 The approval of a bond ofifered in condemnation proceedings 
 is properly refused where the only proof offered of the presen- 
 tation of the bond to the owner of the property in question, and 
 that the owner and company could not agree upon the amount 
 of damages, is the affidavit of a person not shown by the record 
 to have any connection with the company."' 
 
 Where the owner of property excepts to a bond filed by a water 
 company in condemnation proceedings, on the ground that there 
 was no averment or proof that the company was a Pennsylvania 
 corporation or had power to appropriate lands and waters, and 
 denied the authority of the company to appropriate the same, and 
 the company filed an answer denying the averments of the owner 
 
 (56) Oak Grove Water Co. v. Thompson, 23s Pa., 486 (1912) ; Anthra- 
 cite Water Co. v. Thompson, 7 Sch. L. R., 219 (191 1). 
 
 (57) Oak Grove Water Co. v. Thompson, 235 Pa., 486 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I07 
 
 but made no attempt to substantiate it during a whole year, held, 
 that the court was justified in refusing to approve the bond."' 
 
 When a bond is objected to upon the ground of alleged insuffi- 
 ciency, testimony to prove its adequacy must be taken.^" 
 
 474. Unauthorized Entry. 
 
 Where a land owner has knowledge that a pipe line company is 
 laying a pipe line on his land without having tendered him a 
 bond or made any effort to agree with him as to damages, he is 
 not thereafter estopped from suing the company in trespass for 
 damages to his property. He has in such a case the right to waive 
 his constitutional and statutory right to security for his damages, 
 and make claim, in his action in trespass, for permanent injury 
 to his property, as fully as if the company had given security."" 
 
 478. Manufacturing Corporations — Eminent Domain. 
 
 A manufacturing corporation which has undertaken to con- 
 struct a lateral railroad under the provisions of the Act of May 
 5, 1832, P. L. 501, has no right to lay its tracks across a public 
 street at grade without the consent of the municipality in which 
 such street is located.^'^ 
 
 481. Taking of Property by Water Conipanies.82 
 
 In a proceeding against a water company to assess damages for 
 injury to a mill property, witnesses of plaintiff who state that they 
 are millers or manufacturers, familiar with the property in ques- 
 tion and in a general way with the market values in the neigh- 
 borhood, may express an opinion as to the value and that there 
 has been a decrease in the supply of water to the mill affecting 
 the operation of the plant.*^ 
 
 A water company condemned a right of way through A's land 
 for a pipe line, and some years later condemned other land of A's 
 for additions to its water works. Held, that the first condemna- 
 tion did not exhaust the company's power, and that its discre- 
 tion in determining what land was necessary for its purposes 
 
 (58) Oak Grove Water Co. v. Thompson, 235 Pa., 486 (1912). 
 
 (59) Mahanoy City Water Co. v. Torbert, 7 Sch. L. R., 54 (ipio). 
 (6q) Truby v. American Natural Gas Company, 38 Pa. Super. Ct., 166 
 
 (1909). 
 
 (61) Clifton Heights Borough v. Thos. Kent Manufacturing Co., 220 
 Pa., 58s (1909)- 
 
 (62) See Sees. 473 and 461. 
 
 (63) Mengell's Executors v. Mohnsville Water Co., 224 Pa., 120 (1909). 
 
Io8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 would not be interfered with by the court, unless it was shown 
 to have been capriciously or wantonly exercised."* 
 
 A water company may condemn land for a filtration plant, al- 
 though the use of the filtration plants was unknown at the time 
 of the incorporation of the company. The company is not con- 
 fined to the means and instrumentalities which were in use in 
 1874 when the General Corporation Act was passed."' 
 
 A water company incorporated before the approval of the Act 
 of April 13, 1905, P. L,. 152, may appropriate so much water 
 from a stream as may be necessary not only for its present but 
 also for its future needs, which amount is determined in the first 
 instance by the company, subject to review by the court, and the 
 company thereby acquires a prima facie right to the amount of 
 water so condemned. Where in such a case another water com- 
 pany claims the right to condemn a portion of the same water, 
 the burden is upon it to show that the first company condemned 
 more water than its needs will require, as well as that the com- 
 pany attempting to condemn requires said water for public use. 
 If it fail in such proof, the condemnation will be restrained."" 
 
 A water company may condemn lands necessary to secure the 
 purity of its water supply."^ 
 
 485. Proceedings Where tlie Possession of Lands or Tenements is 
 Disputed or Denied. 
 
 The title which a natural gas company acquires to its right of 
 way, through the exercise of its power of eminent domain, is 
 such a right to the occupancy of real estate as will enable it, 
 under the provisions of the Act of June 10, 1893, P. L. 415, to 
 rule one claiming adversely to the company to bring his action of 
 ejectment or be barred therefrom in case of default."^ 
 
 493. Attorney General to Proceed Against Corporations Alleged 
 to Have Neglected Duties Imposed Upon Them by Law. 
 
 It seems that the Commonwealth cannot maintain quo warranto 
 
 (64) Burkhard v. Penna. Water Co., 234 Pa., 41 (1912) ; 58 Pitts., 338 
 (1910). 
 
 (6s) Burkhard v. Penna. Water Co., 234 Pa., 41 (1912) ; 58 Pitts., 338 
 (1910). 
 
 (66) Boalsburg Water Co. v. State College Water Co., 240 Pa., 198, 
 209 (1913)- 
 
 (67) Torbert v. Mahanoy City Water Co., 7 Sch. L. R., 12 (1910). 
 
 (68) Clemens v. American Natural Gas Co., 39 Pa. C. C, 447 (1911). 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. I09 
 
 proceedings against a corporation because of its failure to pay a 
 tax settled and charged against it."^ 
 517. Corporate Elections and Offices. 
 
 The proper method of testing the validity of an election of 
 trustees of a church by the congregation is by a writ of quo war- 
 ranto, and not by a petition for a new election under the provi- 
 sions of the last clause of Section 8 of the Act of April 29, 1874, 
 P. L. 73-'° 
 531. B.igh.ts and Powers of Stockholders. 
 
 Three stockholders of a coal company who owned all the stock 
 of the company sold the same with a reservation to themselves 
 of the right to continue an action brought by said company 
 against a railroad company for unlawful discrimination, and to 
 appropriate any pecuniary results therefrom to themselves. Held, 
 that such sale and reservation did not deprive the company of 
 the right to continue the action, and that said transaction was not 
 an assignment by the coal company of its claim for damages to 
 the individuals so parting with their stock. Shareholders of a 
 corporation have not, by mere fact of being shareholders, any 
 agency for the corporation or any authority to act for it ; nor can 
 they convey or assign its property, although all unite, unless 
 through formal action of the corporation they have been made its 
 agents to that end.'^ 
 
 533. Power to Bring Suit Against the Corporation and Against 
 
 Others in the Name of the Corporation. 
 A stockholder may not, as a stockholder, maintain an action 
 at law against his corporation. His remedy is in equity. Nor 
 may a stockholder maintain an action against his corporation or 
 his undivided portion of its assets, or for any specific interest in 
 the corporate property.^^ 
 
 534. Liability of Stockholders for Work or Labor Done. 
 Stockholders are individually liable for the debts of their cor- 
 porations for work and labor done under the provisions of the 
 Act of April 17, 1876, P. L. 30, amending Section 14 of the Act 
 
 (69) In re Continental Railroad Company, 12 Dau. Co. Rep., 190 
 (1909) ; 36 Pa. C. C, 4So; Op. Atty. Gen. 
 
 (70) Grant Street Reformed Presbyterian Church's Appeal, 238 Pa., 
 
 419 (1913) ; Matthews' Petition, 238 Pa., 419 (1913). 
 
 (71) Puritan Coal Mining Company v. Penna. R. R. Company, 237 Pa., 
 
 420 (1912). 
 
 (72) Boas V. Montello Brick Co., 3 Berks, 65 (1910). 
 
no PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 of April 29, 1874, only where suits are brought under the provi- 
 sions of said act within six months after the debts become due/' 
 A justice of the peace has no jurisdiction of a suit against a 
 stockholder to recover wages due from a corporation/* 
 
 541. How stockholders May Compel Contribution from Other Stock- 
 holders. 
 
 A bill in equity filed by a stockholder against other stockhold- 
 ers to compel them to contribute their proportionate shares of 
 a judgment recovered against the plaintiff, and paid by him for 
 a debt of the company, is defective unless it shows the number of 
 shares held by each of the parties and contains a prayer for dis- 
 covery. Such a bill must aver in clear terms that the judgment 
 obtained against the plaintiff was for the indebtedness of the cor- 
 poration. Such an averment may not be supplied by inference.'" 
 553. Unpaid Subscriptions an Asset. 
 
 Where the subscription is to the shares of stock of an exising 
 corporation, and the subscriber thereafter notifies the corporation 
 that he will not pay the amount of his subscription, it must appear 
 that the corporation made a tender of the stock and a demand 
 for the amount of the subscription, which was refused. Other- 
 wise the subscriber never became a stockholder, and the remedy 
 of the corporation is a suit for damages for breach of contract.''* 
 
 The receiver of a corporation filed a bill in equity against a 
 subscriber to the stock of the company to recover the amount of 
 his subscription. The defendant set up payment on the subscrip- 
 tion by the transfer of property to the company. The defendant 
 filed a cross bill which did not ask for affirmative relief, but 
 merely for a decree determining how much would be due from 
 the company to the defendant on an open account in case the find- 
 ing on the plaintiff's bill should be adverse to the defendant. 
 Held, that the court committed no error in dismissing the cross 
 bill." 
 
 When a creditor has obtained judgment against a corporation 
 itself and has exhausted his legal remedy against it, and the cor- 
 poration has not enforced the obligation of the stockholder which 
 he assumed in his contract of subscription, such creditor has an 
 
 (73) Spillane v. Shirley, 22 D. R., 319 (1912) ; 40 Pa. C. C, 643. 
 
 (74) Morgan v. Craven, 59 Pitts. L. J., 752 (1911). 
 
 (75) Darlington v. Clemson, 41 Pa. Super. Ct., 309 (1909). 
 
 (76) Bole V. Fulton, 233 Pa., 609 (1912). See Section 274. 
 {yy) Bole V. Murray, 233 Pa., 589 (1912). 
 
PRIVATH; corporations in PENNSYLVANIA. Ill 
 
 equity in his own name to take the initiative against the corpora- 
 tion and the delinquent stockholder to obtain the fund that orig- 
 inated in the subscription for the payment of the creditor's 
 claim.'^' 
 
 In a bill in equity to recover the amount subscribed to the cap- 
 ital stock of a corporation otherwise sufficiently averring the 
 grounds upon which the liability arose, it is not necessary to al- 
 lege that the stock issued to defendant was not transferred by 
 him to others before the filing of the bill.''^ 
 
 In an action brought by the receiver of a foreign corporation 
 against a Pennsylvania stockholder for the amount of his unpaid 
 subscription, based upon a decree of the court of the state in 
 which the corporation was formed adjudging insolvency and de- 
 creeing payment by said stockholder of his said subscription, an 
 affidavit of defense is insufficient which avers that the defendant 
 was not served in the suit against the company, nor notified there- 
 of, where it is not denied that payment of the unpaid subscrip- 
 tion is necessary ; nor is it a defense in such an action that a pro- 
 moter promised the defendant that he should receive a contract 
 upon which his subscription should be credited, that he would 
 incur no further liability, and that his notes given in payment of 
 his subscription were afterwards returned with the understanding 
 that his subscription was cancelled.'** 
 559. Distribution of A'ssets of Insolvent Corporations. 
 
 Upon the insolvency of a corporation organized for the issue 
 and sale of bonds and other obligations of said company, to be 
 paid for by the purchasers thereof in periodical installments, the 
 contract between the company and the holders of the bonds 
 should be treated as rescinded and the parties be put in the ordi- 
 nary relationship of debtor and creditor.'"' 
 
 Claims for work and materials supplied to an electric railway, 
 necessary to preserve the value of the property, within a reason- 
 able time before the appointment of a receiver, may be given a 
 preference over bondholders in the payment of the funds received 
 from the sale of the property on foreclosure of the mortgage 
 thereon, although such claim accrued more than six months prior 
 
 (77*) Ross V. Zillmer, 2 Westm. L. J., 250 (1913). 
 
 (78) Ross V. Zillmer, 2 Westm. L. J., 250 (1913). 
 
 (78*) Fell V. Schlieper, 39 Pa. C. C, 461 (1911) ; 21 D. R., 989; 60 Pitts. 
 L. J., 262. 
 
 (79) Com. V. Pennsylvania Guarantee Co., 11 Dau. Co. Rep., 273 (1908). 
 
112 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 to the receivership. A reasonable time, in the absence of a spe- 
 cial understanding, is six months prior to the receivership.'" 
 
 The state may collect taxes due by a corporation in the hands of 
 a receiver either out of the income of the company or out of the 
 proceeds of the sale of its property and franchises, and the fact 
 that the receiver has failed to pay such taxes out of the income, 
 or that they have been charged against a mortgage fund, does not 
 confer upon unsecured creditors rights they did not otherwise 
 have.*^ 
 
 The owners of a trust fund held by an insolvent corporation 
 are not entitled to preference over general creditors, in the distri- 
 bution of the assets of the company, unless they trace the fund 
 into some specific property or particular money or account of the 
 insolvent corporation, which had passed into the hands of the re- 
 ceiver or assignee.*^ 
 
 In the distribution of the assets of an insolvent corporation, 
 where a dividend has been awarded to a corporation previously 
 dissolved, and no evidence has been offered to show to whom the 
 dividend should be paid, the court will direct the receiver to 
 withhold payment thereof until proof has been submitted show- 
 ing to whom it is due.*^ 
 
 Where auditors appointed to distribute the funds of an insol- 
 vent corporation have failed in former distributions to award 
 dividends to a proper claim, and the receiver has sufficient funds 
 to pay the dividends due, the court will, upon exceptions to a 
 subsequent report of the auditors, direct the receiver to pay such 
 dividends without referring the report back for redistribution.'* 
 Under Equity Rules 93 and 94, a court of equity may, if it 
 choose, appoint an auditor to distribute the moneys of an insol- 
 vent corporation among various creditors, after the insolvency of 
 the corporation is established and a receiver is appointed.'' 
 
 (80) Lehigh Portland Cement Co. v. Mauch Chunk, etc., Railroad Com- 
 pany, 17 D. R., 735 (1907). 
 
 (81) Lehigh Portland Cement Co. v. Mauch Chunk, etc.. Railroad Co., 
 17 D. R., 735 (1907). 
 
 (82) Com. V. Union Surety & Guaranty Co., 37 Pa. Super. Ct., 167 
 (igo8). 
 
 (83) Com. V. Union Surety & Guarantee Co., 14 Dau. Co. Rep., 21 
 (1910). 
 
 (84) Com. V. Union Surety & Guarantee Co., 14 Dau. Co. Rep., 21 
 (1910). 
 
 (8s) Groff V. City S. F. & T. Co., 38 Pa. Super. Ct., 567 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. IX3 
 
 Where auditors to distribute the funds of an insolvent corpora- 
 tion have failed in former distributions to award dividends to a 
 proper claim, and the receiver has sufficient funds to pay such 
 dividends, the court will, upon exceptions to a subsequent report 
 of the auditors, direct the receiver to pay the dividends due with- 
 out referring the report back for redistribution.^""*' 
 
 A receiver was appointed for a brewing company, upon a bill 
 in equity alleging insolvency, which company had outstanding 
 bonds at the time of the application. The receiver was given the 
 usual powers but was not authorized to continue the business. 
 He did continue the same, however, and reported to the court 
 that he had made a certain profit out of which he was directed by 
 it to pay a certain amount of interest upon the bonds, which he 
 did. Afterwards he bought malt for use in the brewery. Subse- 
 quently the trustee for the bondholders foreclosed the mortgage 
 securing the bonds and bought in the property, whereupon the 
 purchase money was brought into court for distribution. Held, 
 that the trustees under the mortgage was entitled to said fund in 
 preference to the vendor of the malt.** 
 
 560. Appointment of Receivers. 
 
 Whenever a receiver of a corporation is appointed by any court 
 of this Commonwealth, on motion of the Attorney General, at the 
 instance of either the Commissioner of Banking or the Insurance 
 Commissioner, such receiver shall forthwith supersede any re- 
 ceiver previously appointed by the decree of any court of this 
 Commonwealth, and shall likewise supersede any assignee or 
 trustee previously appointed by such corporation.*^ 
 
 Such superseded receiver, assignee, or trustee shall forthwith 
 pay over and deliver all moneys, securities, assets, and property 
 of such corporation, in his or their custody, possession, or control, 
 to the receiver appointed, as aforesaid, on motion of the Attorney 
 
 (86-87) Com. V. Union Safety & Guaranty Co., 14 Dau. Co., Rep., 21 
 (1911). 
 
 (88) Luzerne County Trust Co. v. Luzerne County Brewing Co., 21 
 D. R., 362 (1912) ; 16 Luz., 173. 
 
 (89) Sec. I, Act of April 23, 1909, P. L. 167. This act was passed be- 
 cause of the decision in the case of Jones v. Lincoln Savings & Trust 
 Company, 222 Pa., 325 (1908), holding that a receiver of a trust com- 
 pany appointed by a court under a stockholder's bill for the preservation 
 of the assets was not superseded by a receiver appointed at the instance of 
 the Attorney General. 
 
114 PRIVATE CORPORATIONS IN PH;NNSYI<VANIA. 
 
 General ; and shall likewise file his or their account, in the court 
 having jurisdiction of such superseded receiver, assignee, or trus- 
 tee, which court shall allow credit for compensative counsel fees 
 and expenses, and for disbursements which shall have been prop- 
 erly earned, incurred or made prior to the appointment of the re- 
 ceiver, made on motion of the Attorney General, as aforesaid.^" 
 
 The court appointing any receiver on the application of the 
 Attorney General shall, on the filing of the accounts of such re- 
 ceivers, refer the same for audit and distribution to a person 
 learned in the law, who is a resident of the county in which such 
 corporation had its principal place of business, and who shall 
 hold the meetings for the purposes of his appointment in said 
 county, and give such notice thereof as the court appointing him 
 shall direct; and said auditor shall pass upon the several items 
 of said account, without exceptions being filed thereto, and with 
 the same effect as if each and every item in said account had been 
 duly excepted to by a party in interest. ^^ 
 
 A receiver will not be appointed for a private corporation, in 
 which company the public can have no direct interest, although, 
 in the sense that it is not able to pay its debts, it is insolvent, 
 where it does not appear that the lien creditor is doing anything, 
 except asserting his rights under a bona fide claim, and the only 
 result of the appointment of a receiver would be to delay such 
 creditor in exercising his strictly legal right, no violation of the 
 charter of the defendant company being shown such as would 
 warrant the court in assuming control of the company. Mere 
 insolvency is no reason why a corporation should be taken from 
 its corporate officers. Whenever the ordinary remedies provided 
 by law are open to creditors a receiver will not be appointed. In 
 the absence of any statute giving the power, a court of equity has 
 no power to act as a court of insolvency."^* 
 
 Where a court of one judicial district in the state appoints a re- 
 ceiver for a corporation such officer becomes receiver of every 
 asset of the corporation wherever situated in the state. Where 
 a receiver has been appointed for a corporation in one county, 
 the appointment of an ancillary receiver a few days later by the 
 court of another county is an unauthorized proceeding, and the 
 
 (90) Sec. 2, Act of April 23, 1909, P. L. 167. 
 
 (91) Sec. 3, Act of April 23, 1909, P. L. 167. 
 
 (91*) Bethune's Admr. v. Boquet Distilling Co., 2 Westm. L. J., 239 
 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. II5 
 
 assets of the corporation in such other county remain under the 
 authority of the court making the original appointment. Where 
 in such case a bank located where the ancillary receiver was ap- 
 pointed refuses to pay over to the original receiver assets of the 
 corporation in its hands, the proper procedure is for such court 
 to order its receiver to demand payment from the bank, and upon 
 its failure to pay him, to institute suit to recover such assets. °- 
 
 On a stockholder's bill against the president and a director of 
 a corporation, in which the corporation itself is a party de- 
 fendant, to recover illegal profits made on a sale of the com- 
 pany's real estate, a receiver will not be appointed where a re- 
 ceivership will entail heavy expenses on all concerned without 
 effecting any corresponding benefit."^ 
 
 A receiver of a corporation will not be appointed at the in- 
 stance of a single contract creditor who has not exhausted his 
 remedy at law and reduced his claim to judgment, unless it appear 
 from the answer of the company, filed pursuant to action of the 
 board of directors, that a receiver is necessary to preserve the 
 company's assets; and where such creditor, without having ex- 
 hausted his legal remedies, applies for a receiver, and the presi- 
 dent of the company, without the knowledge or authority of the 
 directors, files an answer joining in the prayer of the creditor for 
 a receiver, a decree issued thereupon will be vacated upon peti- 
 tion of the corporation pursuant to the action of its directors, and 
 the receiver ordered to account to the company."* 
 
 A debtor of an insolvent corporation, knowing of the insol- 
 vency of the corporation, and that an application for a receiver 
 has been made, may purchase a claim against the corporation 
 while the application is pending, and use it as a set-off against 
 the receiver. It is the appointment of a receiver, and not the 
 filing of a bill praying for such appointment, which puts an end 
 to the right of the debtors of an insolvent company to acquire 
 claims against it capable of being set-off against its demands 
 when sued for by the receiver.'' 
 
 Where a bondholder has improperly secured the appointment 
 
 (92) Tenth National Bank v. Construction Company, 227 Pa., 354 
 (1910). 
 
 (93) Commonwealth T. I. & Tr. Co. v. Seltzer, 227 Pa., 410 (1910). 
 
 (94) Burton Powder Co. v. McNally Co., 57 Pitts., i (1909). 
 
 (95) United States Brick Co. v. Middletown Shale Brick Co., 228 Pa., 
 81 (1910). 
 
Il6 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 of receivers through a suit in equity, the mortgage securing such 
 bonds having forbidden such a suit until the happening of cer- 
 tain contingencies, none of which are shown to have happened, 
 such bondholder is properly chargeable with the costs of the 
 suit when it is dismissed, as well as with the legal and other ex- 
 penses of the receivers whose appointment he had thus improp- 
 erly secured."" 
 
 Foreign creditors of a Pennsylvania trust company filed a bill 
 in equity in the United States circuit court for the western dis- 
 trict of Pennsylvania, alleging that the company although having 
 assets largely in excess of its liabilities was unable to realize upon 
 them in time to meet such liabilities as they matured, and asked 
 for the appointment of a receiver, who was thereupon appointed. 
 Afterwards the Attorney General of Pennsylvania filed a petition 
 in the court of common pleas of Dauphin county alleging the in- 
 solvency of the trust company and asking for the appointment of 
 a receiver. The trust company in its answer to said petition 
 denied its insolvency and set up the appointment of a receiver by 
 the United States circuit court. Held, that the appointment of 
 a receiver by the United States circuit court was not the result of 
 a controversy between the complainants to the bill as citizens of 
 Ohio and the Pennsylvania corporation, and that the purpose of 
 the Act of February Ii, 1895, was to preserve to the state the ex- 
 clusive jurisdiction and control of state banks and trust com- 
 panies. A decree was entered declaring the trust company insol- 
 vent, and the appointment of a receiver was made."' 
 560a. Compensatioii of Beceivers. 
 
 A receiver of an insolvent corporation is entitled to compensa- 
 tion for his services in resisting the efforts of the officers of the 
 company to prevent him from obtaining the custody of its books 
 and papers to enable him to perform his duties as receiver."' 
 
 A receiver will not be refused compensation for his services be- 
 cause of mismanagement or delay in closing up the affairs of the 
 corporation, where no actual loss has resulted therefrom and bad 
 faith on his part is not clearly shown."" 
 
 (96) Wagner v. Phila., B. & T. St. Ry. Co., 233 Pa., 114 (1912). 
 
 (97) Com. %!. Iron City Trust Co., 11 Dau. Co. Rep., 31 (1908) ; 17 D. 
 R., 924. 
 
 (98) Com. V. Textile Mutual Fire Insurance Co., 11 Dau. Co. Rep., 51 
 (1908). 
 
 (99) Com. V. Textile Mutual Fire Ins. Co., 11 Dau. Co. Rep., 51 (1908). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. llj 
 
 Where objection is made to the amount allowed a receiver as 
 fees and expenses, the burden is upon him to show that the pay- 
 ments were reasonable. He must prove the services rendered 
 and show the fair value of the time and labor actually required 
 in the discharge of such services. The presentation of a bill con- 
 taining unitemized charges in lump sums of considerable amounts 
 is not sufTficient.'*''* 
 
 A receiver and his attorney divided between them the attor- 
 ney's commission on certain collections. The auditor appointed 
 to pass upon the exceptions to the receiver's account surcharged 
 the receiver with the amount of fees thus received, and disal- 
 lowed his claim for services. Held, that the surcharge made by 
 the auditor was sufficient censure of the conduct of the receiver 
 and his attorney and that a reasonable compensation for the serv- 
 ices of the receiver should be allowed.^"" 
 
 A trust company which acts as receiver will not be surcharged 
 with interest upon receivership moneys deposited with it, in a 
 business account, subject to check, where it appears that such 
 deposit was made in good faith, with the knowledge and consent 
 of the company whose affairs were being administered and of its 
 creditors, and where the benefits resulting to the trust company 
 therefrom were considered in making claims for compensation, 
 no ascertainable profits having been derived from such deposits. "^ 
 
 A percentage allowance to a trust company as compensation 
 for its services as receiver will not be refused as being unreason- 
 able or contrary to an alleged agreement under which such serv- 
 ices were to be performed at a certain sum per year where such 
 compensation was fixed by the court below at a reasonable fig- 
 ure and the evidence disclosed that the alleged agreement was 
 never consummated or was subsequently waived.'* 
 
 Where an order fixing the amount of the commissions of re- 
 ceiver and counsel fees was allowed by the court after careful 
 consideration, and the compensation allowed was based upon the 
 work done, the responsibility assumed and the successful manage- 
 
 (99*) Com. V. Monongahela Valley Bank of Duquesne, 239 Pa., 254 
 
 (1913)- 
 
 (100) Com. V. Textile Mutual Fire Ins. Co., 11 Dau. Co. Rep., 51 
 (1908). 
 
 (i) Haddock v. Plymouth Coal Company, 237 Pa., 37 (1912). 
 
 (i*) Haddock v. Plymouth Coal Co., 237 Pa., 37 (1912). 
 
Il8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ment of the affairs of the corporation, the same will not be re- 
 versed, except on clear proof of error.* 
 
 560b. Bemoval of Receivers. 
 
 An appellate court may review the judgment of a lower court 
 as to the removal or discharge of a receiver, but the action of the 
 court below in refusing to remove the receiver will not be re- 
 versed where it appears that the, action of the court below was 
 based partly on the ground that application was soon to be made 
 for a termination of the receivership and that the matter com- 
 plained of could be remedied by a surcharge of the receiver on 
 the filing of his account.^ 
 
 861. Keceivers Appointed by United States Courts. 4 
 
 562. Receivers Appointed by Courts of Other States. 
 
 Money in the hands of receivers of an insolvent corporation, 
 who were appointed by a court of another state, and who, after 
 their appointment, brought such money into Pennsylvania, may 
 not be attached by a creditor of the corporation in this state. A 
 receiver who has obtained rightful possession of personal prop- 
 erty within the jurisdiction of his appointment may not be de- 
 prived of such possession, when taking it into a foreign jurisdic- 
 tion in the performance of his duties, and it may not be there 
 seized by creditors of the debtor residing within such jurisdic- 
 tion. The rule applies not only to personal property itself, but 
 also to money representing the proceeds of the sale of real prop- 
 erty, after the money has been brought into a foreign jurisdic- 
 tion.^ 
 
 563. Receivers of Foreign Corporations Appointed by Pennsylvania 
 
 Courts. 
 
 The courts of Pennsylvania have jurisdiction to appoint a re- 
 ceiver on behalf of local creditors for an insolvent foreign cor- 
 poration, all of the property of which is located in this state and 
 whose officers and entire corporate plant and business and all of 
 whose creditors are therein, when the subject matter of the com- 
 
 (2) York Trust Co. v. Pullman Mfg. Co., 237 Pa., 261 (1912). 
 
 (3) Hilliard v. Sterlingworth Railway Supplies Co., 221 Pa., 503 
 (1908). 
 
 (4) See Sec. 560. 
 
 (5) Somerset Coal Company v. Diamond State Steel Co., 224 Pa., 217 
 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. II9 
 
 plaint does not relate to the internal management of the corpora- 
 tion,' but a receiver of a foreign corporation will not be ap- 
 pointed at the instance of a creditor who has not reduced his 
 claim to judgment, nor made demand for his claim, it not ap- 
 pearing that the corporation is insolvent or that he does not have 
 an adequate remedy at law.' 
 
 564. Beceivers' Certificates. 
 
 Receivers' certificates will be authorized to enable the re- 
 ceivers to operate and maintain the lines of an electric passenger 
 railway, but not for extensions or improvements of such railway, 
 where the lines are completed and capable of being operated, the 
 cost of such extensions and improvements being considerable and 
 the saving to be effected by the improvements uncertain in 
 amount.* 
 
 565. Liens Upon Property Held by Receivers. 
 
 Where a receiver of an insolvent corporation was authorized 
 to sell its property free of all liens, and thereafter sale was made 
 and confirmed, and it subsequently appeared there was internal 
 revenue tax due the United States, which was a lien on the prop- 
 erty, the purchaser is entitled to equitable relief, and the receiver 
 will be ordered to pay said tax.' 
 
 A receiver appointed on a creditor's bill has the right of a 
 levying creditor and takes the property freed from the lien of 
 any conditional sale.^° 
 
 A court in appointing a receiver of a manufacturing company 
 directed that the lien of a levy for rent already made should re- 
 main. Subsequently, the property was sold, and it appeared 
 that no interests of the landlord were subserved by the re- 
 ceivership. Held, that the receiver was not entitled to priority 
 over the rent for expenses incurred by him as receiver.^'^ 
 
 566. Suits by Receivers. 
 
 A receiver in Pennsylvania may not sue in his own name on a 
 
 (6) Flory Mfg. Co. v. Bangor Slate Co., 18 D. R., 564 (1909) ; 36 Pa. 
 C. C, 65; II North., 330. 
 
 (7) Lemon v. Imperial Window Glass Co., 60 Pitts. L. J., 185 (igii). 
 
 (8) Furlong v. Montgomery Rapid Tr. Co., 20 D. R., 77s (1911) ; 27 
 Montg. L. R., 77- 
 
 (9) Miller v. Distilling Co., 22 York, 183 (1909). 
 
 (10) Bullock Elec. Mfg. Co. v. Traction Co., 4 Leh., 12 (1910). 
 
 (11) Carlenwright Lamp & B. Co.'s Ins. Est., 44 Pa. Super. Ct., 640 
 (1910). 
 
I20 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 cause of action which accrued before his appointment; nor 
 should the action be brought in the name of the corporation of 
 which he is the receiver to his use as receiver. Such an action 
 should be brought in the name of the corporation "in the hands 
 
 of a receiver," as " company, in the hands of A., Receiver, 
 
 V. John Doe." ^= 
 
 The receiver of an insolvent corporation is not required, in the 
 absence of a rule of court demanding the same, to file an affidavit 
 of defense in an action upon a contract entered into by the cor- 
 poration. Consequently, when an affidavit is filed by him in such 
 case, judgment may not be taken for want of a sufficient affi- 
 davit.^^ 
 
 In an action by a receiver for goods sold and delivered by the 
 corporation before his appointment, the defendant may offer 
 proof of damages sustained through the failure of the corpora- 
 tion to deliver other goods to him, although he made no demand 
 for the delivery thereof before the receiver was appointed, if it 
 appear that before such appointment defendant wrote to the com- 
 pany inquiring about the time of delivery, and received a letter 
 in reply stating when the delivery would be made. The de- 
 fendant had a right under such circumstances to rely on the 
 letter, and it was not necessary for him to make a formal demand 
 for delivery.^* 
 
 A bill by a receiver is not demurrable, because it does not show 
 notice to the defendant of the application to the court by the re- 
 ceiver for permission to sue the defendant. Where on a bill 
 by the receiver of a bank to compel the repayment by the of- 
 ficers of the bank of certain moneys, the wrong complained of 
 is the dishonest action of such officers, resulting in their de- 
 frauding the bank of a specific sum of money, and equity has 
 no jurisdiction, inasmuch as equity will make a pecuniary de- 
 cree only where it is incident to a bill setting up some recog- 
 nized ground of equitable jurisdiction— in such case an alle- 
 gation of fraud, especially when it relates to the sale of personal 
 property and the relief sought is a money decree for a fixed sum, 
 is insufficient to give jurisdiction.'"' 
 
 (12) Hyneman, Receiver, v. Geo. W. Ruch & Co., 18 D. R., 68 (1909). 
 
 (13) Brandenberg & Co. v. Cox, 228 Pa., 212; 19 D. R., 17 (1909); 2 
 Berks, 72. 
 
 (14) Kuebler v. Haines, 229 Pa., 274 (1910). 
 (is) Hosack v. Greer, 57 Pitts., 323 (1909)- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 121 
 
 The receiver of an insolvent foreign building and loan asso- 
 ciation may not collect usurious interest in winding up the af- 
 fairs of the association in Pennsylvania, it not being made to af- 
 firmatively appear that the law of the domicile of said corpora- 
 tion differs in regard to usury from the law of Pennsylvania upon 
 that subject.^^ 
 
 While the general rule is that a receiver has no greater rights 
 than those of his corporation itself, and the defendant in a suit 
 brought by him may take advantage of any defense that might 
 have been made if the suit had been brought by the corporation 
 before its insolvency, yet when an act has been done in fraud of 
 the rights of the creditors of the insolvent corporation, the re- 
 ceiver may sue for their benefit, even though the defense set up 
 might be valid as against the corporation itself. Hence in an ac- 
 tion on a promissory note by the receiver of an insolvent bank, 
 an affidavit of defense is insufficient which avers substantially 
 that the defendant made and delivered said note to the bank in 
 furtherance of a scheme to deceive the bank examiner, under a 
 promise made to him by the bank that he would not be held lia- 
 ble upon the note.^' 
 
 A receiver may acquire no greater interest than his insolvent 
 had in the estate, and choses in action pass to the receiver subject 
 to the equitable right to set off debts existing at the time of his 
 appointment.^^ 
 
 In a suit by a receiver on a written contract which contract 
 expressly provided that it should not be valid unless confirmed 
 by the court, the statement of claim averring that the contract 
 had been so confirmed, but not setting forth any record, order or 
 decree showing such confirmation, an affidavit of defense is suffi- 
 cient which specifically avers that the contract has not been con- 
 firmed, no copy of a record of the court being attached to show 
 the lack of such confirmation.^" 
 
 In an action by a receiver of a foreign corporation against a 
 stockholder resident in Pennsylvania to recover an assessment 
 authorized by a decree of court having jurisdiction, the defend- 
 ant may not question the findings of insolvency nor the basis of 
 
 (i6) Stoddard v. Kline, (No. 2) 51 Pa. Super. Ct., 23 (1912). 
 
 (17) Lyons v. Benny, 230 Pa., 117 (ipn)- 
 
 (18) Barclay v. Edlis Barber Supply Co., 39 Pa. Super. Ct., 482 (1909)- 
 
 (19) Moore v. Schmitt, 46 Pa. Super. Ct, 584 Cioii). 
 
122 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the assessments, but may set up any defense personal to himself 
 involving his rights as a bona fide holder of the stock." 
 
 S66a. Sales by BecelTers. 
 
 From and after the passage of this act, the courts of common 
 pleas of the several counties of this Commonwealth, in all cases 
 wrhere, under existing laws, the court has the power to order the 
 sale of real estate of any corporation in the hands of a receiver 
 duly appointed, for the payment of debts and for other purposes, 
 the said court may decree and approve a private sale, if in the 
 opinion of the court, under all the circumstances, a better price 
 can be obtained at private than at public sale, as where the in- 
 terest shall be undivided, or for any other sufficient cause.^^ 
 
 Notice of an intention to present such petition to the court 
 shall be given by the petitioner by mailing, at least ten days 
 prior to the presentation of said petition, postal cards or letters, 
 addressed to all known creditors and stockholders at their last 
 known addresses, containing a brief description of the property 
 proposed to be sold, the name of the purchaser, the terms of the 
 said sale, and the date and place of presentation of the said pe- 
 tition ; and an averment, under oath, by the said petitioner in the 
 said proceedings, that such notice has been given in the manner 
 aforesaid, shall be considered evidence thereof.^^ 
 
 In all cases where private sales of real estate have been held by 
 receivers subsequent to the passage of an act, entitled "An act 
 relating to receiver's sales," passed the eleventh day of May, 
 Anno Domini one thousand nine hundred and eleven, where 
 notices of the intention to present the petition for the said sale 
 to the court have been mailed, at least ten days prior to the pre- 
 sentation of such petition, to all known creditors and other par- 
 ties in interest, at their last known addresses, and an averment 
 under oath of the mailing of such notices appears in the said 
 proceedings, the same shall be deemed to be good and valid for 
 all purposes and a sufficient compliance with the conditions of 
 the said act.^' 
 
 (20) French v. Harding, 235 Pa., 79 (1912) ; 46 Pa. Super. Ct., 363 
 (1911). 
 
 (21) Sec. I, Act of May 11, 1911, P. L. 261. 
 
 (22) Act of April 24, 1913, P. L. iiS, amending Sec. 2, Act of May 11, 
 1911, P. L. 261. 
 
 (23) Act of April 24, 1913, P. L. 114. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I23 
 
 A receiver's sale of the property of an insolvent corporation 
 will not be set aside for inadequacy of price and misdescription 
 in the advertisement v^here the price is not clearly shown to 
 have been inadequate, it does not appear that the advertisement 
 was insufficient or misleading, and where the objecting bond- 
 holder filed no exceptions to the account of the receiver of the 
 money derived from the sale and delayed his appeal until seven 
 months after the account was confirmed."* 
 
 S68a. Attacliment Execution Against Funds in the Hands of Ke- 
 ceivers. 
 The general proposition which treats property in the hands of 
 a receiver as in gremio legis, not to be interfered with by exe- 
 cutions levied upon it, is subject to qualification, and while the 
 granting of an attachment execution against a dividend dis- 
 tributed to a party and remaining in the receiver's hands is prac- 
 tically the levying of an execution, yet the allowance of it by the 
 court having control of the receiver eliminates any question of 
 conflict of jurisdiction and seems to be the only possible method 
 by which a creditor of a distributee can get a hold upon the 
 dividend distributed to his debtor. Accordingly, where an attach- 
 ment execution is issued under such circumstances by leave of 
 the court appointing the receiver, judgment will be entered upon 
 the answer of the receiver, as garnishee, admitting the material 
 facts. The appropriate method of raising the question of the 
 validity of the proceedings would seem to be to apply to the court 
 that granted leave to issue the attachment for the revocation 
 thereof, and, that obtained, move for the dissolution of the at- 
 tachment.^' 
 570. Where Beeeivers Are Authorized to Operate Works. 
 
 Where the general sales agent of a corporation sends in orders 
 which are accepted by the company, but before they are filled 
 the company goes into the hands of a receiver, the latter may, if 
 he does not adopt the general sales contract with the agent, fill 
 the orders on hand without being liable as receiver for the com- 
 missions of the agent under the contract. As to such commis- 
 sions the agent is in the same position as other creditors.'" 
 
 (24) Chase v. Fisher, 239 Pa., 545 (1913)- 
 
 (25) Logan Trust Co. v. Arnold Safety Raror Co., 21 D. R., 999 
 (1912). 
 
 (26) Brandenberg v. Cox, 228 Pa., 212 (igio) ; 19 D. R., 17 (1909) ; 2 
 Berks, 72. 
 
124 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 579. Existence of Corporations Admitted Unless Put in Issue. 
 
 In every suit or judicial proceeding in this Commonwealth, to 
 which a corporation is a party, the existence of such incorpora- 
 tion shall be taken to be admitted, unless it is put in issue by the 
 pleadings.'^' 
 
 Since the passage of the Act of May 25, 1887, P. L. 271, a plea 
 of nul tiel corporation is unnecessary and a rule by a defendant 
 to add such plea will be discharged. ^^ 
 
 586. Service of Summons in Actions for Damages for Trespass or 
 
 Other Injury. 
 
 Under the 42d Section of the Act of June 13, 1836, P. L. 568, 
 a corporation which has been guilty of a trespass or injury, but 
 has no office or place of business in the county where the trespass 
 or injury was committed, nor any property therein, may be sum- 
 moned by process running beyond the limits of said county, and 
 served upon the chief officer of the corporation in any part of 
 the state. The Act of July 9, 1901, P. L. 614 (Section 587, 
 infra), relates only to methods of service, and makes no sub- 
 stantial change in the jurisdiction of courts nor in the liability 
 of corporations to be sued.^' 
 
 587. Service of Writs of Summons, Etc. 
 
 A constable's return upon a writ against a corporation that he 
 served it on the defendant corporation "by handing a true and 
 attested copy to A, clerk at their office," does not comply with 
 the Act of July 9, 1901, P. L. 614.'° 
 
 The "place of business'' of defendant, as used in the Act of 
 
 (27) Act of June 9, 1911, P. L. 723. This act was passed because it 
 was held in Empire Mfg. Co. v. Hench & Drumgold, 15 D. R., 659, that 
 the Act of June 24, 1885, P. L. 149, which is worded precisely as the 
 above act, is limited in its application by its title to cases where the de- 
 fendant is a corporation and does not apply to cases where the plaintiff 
 is a corporation. The title of the above act is "An act dispensing, in 
 judicial proceedings to which a corporation is a party, with proof of in- 
 corporation of either plaintiff or defendant, when not put in issue." 
 
 (28) Wyoming Valley Brick Mfg. Co. v. Temple Iron Co., 22 D. R., 88 
 (1912). 
 
 (29) Musselman v. York Bridge Company, 35 Pa. C. C, 532 (1908); 
 18 D. R., 850; Eckman v. Penna. Coal Co., 21 D. R., 18 (1911), distin- 
 guishing Bailey v. Williamsport & N. B. R. R. Co., 174 Pa., 114 (1896); 
 Lehigh Coal & Nav. Co. v. Lehigh Boom Co., 12 Phila., 540 (1878). 
 
 (30) Van Sickle & Warner Co. v. Jacobson Gas Engine Co., 20 D. R., 
 68 (1910) ; II Del, 252; Hazleton Overall Co. v. Guinsky, 6 Schuyl. 318 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I25 
 
 July 9, 1901, P. L. 614, means the permanent location at which 
 the business of the corporation is done, and not the temporary 
 location of workmen engaged in some contract, but where a 
 sheriff's return of service of a writ of summons is full and ex- 
 plicit on its face, it may not be set aside upon a rule and evi- 
 dence showing that service was not in fact made at defendant's 
 place of business, a plea in abatement being necessary for such 
 purpose. ^^ 
 
 A return which does not show that the service was made at the 
 place of business of the defendant company, or that the person 
 upon whom the summons was served was in charge of the busi- 
 ness of such company in the county, or why service was not made 
 on the president, secretary, treasurer, cashier, chief clerk or 
 other officer, or that an attempt at service on either of these had 
 failed, is defective and will be set aside.'^ 
 
 A summons served on a yard master at a point in the county 
 where two railroad companies maintain railroad yards for the 
 interchange of freight and a telegraph office and keep joint rec- 
 ords, is a service on the company, "if upon inquiry at the place 
 of business, the residence of one of the officers within the county 
 is not ascertained, or if for any cause an attempt to serve at the 
 residence given has failed." ^^ 
 
 Where a sheriff's return of service of process on a corporation 
 sets forth that the service was made on a person described as 
 being the "chief clerk," but does not state in what county or state 
 the service was made, or show that the person served was such a 
 chief clerk as might properly be served under the act, inquiry as 
 to the facts in the case may be made, and if it appear that the 
 person served was in fact an inferior clerk, the service will be set 
 aside. No contradiction, however will be permitted of the aver- 
 ment that a true copy of the writ was served.'* 
 
 A writ of service of summons upon a corporation by "handing 
 
 (31) Fahs V. York Bridge Company, 18 D. R., 381 (1908) ; 10 Lack., 146. 
 
 (32) Smith V. Western Maryland R. R. Co., 35 Pa. C. C, 701 (1909) ; 
 18 D. R., 918. 
 
 (33) Smith V. Western Maryland R. R. Co., 35 Pa. C. C, 701 (1909) ; 
 
 18 D. R., 918. 
 
 (34) Hudelson v. Lehigh Valley R. R. Co., 36 Pa. C. C, 24s (1908); 
 
 19 D. R., 775. 
 
126 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 a true and attested copy" of the writ to an agent of the company 
 does not show a proper service.'' 
 
 The common law rule is that a suit may not be brought against 
 a corporation in Pennsylvania save in the county where corporate 
 property is located or where the company transacts a substantial 
 portion of its business, and the Service Act of July 9, 1901, P. L,. 
 614, does not change this rule.'* 
 
 A return of service of a writ of summons upon a corporation 
 as follows : "Served a true copy of original summons on A. B., 
 agent, personally, and at the same time produced the original, and 
 informing him of the contents thereof," will be set aside on 
 certiorari,"'' but a return which, while it does not set out that the 
 writ was served personally, that a copy was "handed" to the of- 
 ficer served or that it was "attested," uses expressions equivalent 
 to such terms, sufficiently shows that the requirements of the 
 Act of April 9, 1903, P. L,. 139, have been complied with.'' 
 
 A return showing service on a corporation "by handing a true 
 and attested copy to a clerk at their office" is not in compliance 
 with law." 
 
 588. Service of Writs of Quo Warranto and Mandamus. 
 
 Service of the writ of quo warranto and the writ of mandamus 
 may be made upon the defendant wherever found, as in the case 
 of a summons, in proceedings in quo warranto. Where the sher- 
 iff of the county in which a corporation had its principal office, 
 or where from the records in the office of the Secretary of the 
 Commonwealth or of the Auditor General it appears that said 
 office was intended to be located, returns that he is unable to lo- 
 cate such corporation, or is unable to find the principal officers 
 thereof, the court in which such proceedings in quo warranto are 
 then pending shall order and direct notice of a time when such 
 corporation shall appear and make return, and such order shall 
 be published in at least two newspapers of said county, once a 
 week for a period of three weeks, and, upon due proof of said 
 publication having been made, the court shall thereupon proceed 
 
 (35) De la Rigaudiere v. Standard Mutual Life Insurance Co., 19 D. 
 R., 618 (1910) ; 37 Pa. C. C, 521. 
 
 (36) Westmoreland Lodge v. Keystone State B. & L. Assn., a Westm. 
 L. J., 337 (1912). 
 
 (37) Penna. R. R. Co. v. Miller, a Westm. L. J., 52 (1911). 
 
 (38) Snigo Mfg. Co. V. Raggio, i Westm. L. J., 175. 
 
 (39) Yasivitis v. Coal Company, 16 Luz. L. R., no (191a). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 12/ 
 
 to a hearing in said cause as if the said corporation had been 
 actually served.^* 
 
 Under the Act of July 9, 1901, P. L. 614, a writ of alternative 
 mandamus may be served upon a defendant v^^herever found in 
 the same manner as a summons. Section 5 of said Act of June 
 
 8, 1893, requiring personal service of an attested copy upon a 
 defendant is repealed by the said Act of July 9, 1901.*^ 
 
 596. Service of Process on Stockholders in an Action for Unpaid 
 Installments of Capital Stock or for Statutory Liabilities. 
 
 The Act of May 14, 1874, P. L. 146, providing for service of 
 process upon non-resident stockholders of a corporation in the 
 counties of their residence, is not repealed by the Act of July 9, 
 1091, P. L. 614, relating to service of writs of summons, attach- 
 ment executions and scire facias. (Sect. 587, Eastman on Cor- 
 porations, Second Edition.) 
 
 In an action instituted in Allegheny county for the recovery of 
 a stock subscription due to a corporation domiciled in said coun- 
 ty, service may be made upon the defendant, a resident of Lacka- 
 wanna county, by the sheriff of Lackawanna county, under the 
 provisions of the Act of May 14, 1874, P. L. 146.*" 
 
 600. Service of Process Upon Foreign Corporations.*^* 
 
 The provisions of the Act of July 9, 1901, P. L. 614, must be 
 strictly followed. "Leaving a true and attested copy," is not 
 equivalent to "handing a true and attested copy." *^ 
 
 In a suit before an alderman where the record shows the de- 
 fendant to be a foreign corporation and the summons is made re- 
 turnable more than four days after issuance, judgment against 
 the defendant will be reversed upon certiorari^* 
 
 Service of a bill in equity made in Allegheny county on a 
 travelling salesman of the defendant, a foreign corporation hav- 
 ing its principal place of business in Philadelphia, is insufficient." 
 
 The scope of the Act of July 9, 1901, P. L. 614, is limited to 
 
 (40) Act of May 11, 191 1, P. L. 264, amending clause 13, Act of July 
 
 9, 1901, P. L. 619. 
 
 (41) Tobias v. National Slavonic Society, 20 D. R., 427 (igio). 
 
 (42) Coney Island Amusement Co. v. Philips & Wells, 18 D. R., 789 
 (1908). 
 
 (42*) See Sees. 700-7006. 
 
 (43) Fenner v. Prudential Ins. Co., 19 D. R., 15 (1909) ; 14 Luz., 231. 
 
 (44) Penn-Wyoming Copper Co. v, Mackey, 56 Pitts., 434 (1909). 
 
 (45) Trialax Co. v. Tryalax Mfg. Co., 60 Pitts. I,. J.. 679 (1912). 
 
128 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 a regulation of service only and applies to foreign corporations as 
 well as to domestic ones. The words in said act "county wherein 
 it [the writ] was issued" and "county where the cause of action 
 arose," mean county wherein the writ was legally issued, and 
 where the location of property or business gave jurisdiction to 
 the courts under existing law ; but a writ issued in one county 
 and served upon a foreign corporation in another county, will 
 be quashed where it appears that said company transacted no 
 business in the county in which the writ was issued, and had no 
 property, agency or place of business therein.*' 
 
 A foreign corporation engaged in the business of transporting 
 passengers, mails and freight upon the high seas is not doing 
 business in Pennsylvania so as to be subject to service of pro- 
 cess, although it maintains an agency for the sale of tickets in 
 Philadelphia, and it is immaterial that the agent in charge of 
 such agency was once the registered agent of the company in the 
 state, if the appointment had been legally revoked at the time the 
 suit was brought, and, on a plea in abatement, setting forth the 
 foregoing facts, judgment will be rendered for the defendant.*^ 
 
 602. Suits Against Insurance Companies. 
 
 Section 6 of the Act of April 8, 1851, P. L. 353, relative to the 
 service of process upon insurance companies transacting business 
 in any county of the state, is repealed by the Act of July 9, 1901, 
 P. L. 6i4.*« 
 
 603. Service of Process on Foreign Insurance Companies. 
 
 The Act of April 22, 1909, P. L. 120, was repealed by the 33d 
 section of the Act of June i, 1911, P. L. 607. See Sees. 1949, 
 
 1950. 
 
 A return of service of process upon a foreign insurance com- 
 pany under the Act of April 22, 1909, P. L. 120, must set forth 
 that such service was made at an ofKce of the company. Not 
 decided whether service must be upon the registered agent.*^ 
 606. Chancery Jurisdiction Over Corporations. 
 
 The several courts of common pleas, beside the power herein 
 
 (46) Frick & Lindsay Co. v. Maryland, Penna., etc., Co., 44 Pa. Super. 
 Ct., S18 (1910). 
 
 (47) Fisher v. Cunard S. S. Co., Ltd., 18 D. R., 1072 (1909). 
 
 (48) De la Rigaudiere v. Standard Mut. Life Ins. Co., 19 D. R., 618 
 (1910) ; 37 Pa. C. C, S2I. 
 
 (49) Southard v. Home Life Insurance Company of America, 19 D. 
 R., 669 (1910). 
 
privath; corporations in Pennsylvania. 129 
 
 conferred, shall have and exercise within their respective dis- 
 tricts, subject to such changes as may be made by law, such 
 chancery jurisdictions as are now vested by law in the several 
 courts of common pleas of this Commonwealth or as may here- 
 after be conferred upon them by law.'" 
 
 The several courts of common pleas, 
 
 shall have the jurisdiction and powers of a court of chancery, so 
 far as relates to : 
 
 IV. The control, removal and discharge of trustees, and the 
 appointment of trustees and the settlement of their accounts. 
 
 V. The supervision and control of all corporations other than 
 those of a municipal character °^ 
 
 "While it is true that Paragraph V of Section 13 of the Act 
 of June 16, 1836, P. L. 784, gives to the courts 'the supervision 
 and control of all corporations other than those of a municipal 
 character,' this has never been construed to mean that the ordi- 
 nary and adequate remedies at law are superseded by equity as 
 aganist such corporations. Jenkins v. Baxter, 160 Pa., 199, and 
 Bedford Springs Co. v. McMeen, 161 Pa., 639, are authorities 
 for the rule that where there is an appropriate remedy at law 
 against a corporation, even though equitable jurisdiction has been 
 invoked, the bill will be dismissed; also see Brower v. Kantner, 
 190 Pa., 182." 
 
 A bill in equity, therefore, filed by a municipality to require a 
 water company to permit the examination of its books for the 
 purpose of ascertaining the cost of the works of the company, 
 the information obtained thereby to be used by the municipality 
 in proceedings to purchase said plant, pursuant to Clause 7 of 
 Section 34 of the Act of April 29, 1874, will be dismissed, man- 
 damus being the proper procedure in such case.°^ 
 
 607. Suits in Equity by or Against Corporations. 
 
 A petition to intervene in a class bill by a minority stockholder 
 to restrain a sale of corporate property will be dismissed where it 
 appears that the petitioner had two months' notice after action 
 was taken before filing his petition to intervene or instituting any 
 other proceeding."^ 
 
 (so) Article V, Section 20, Constitution of Pennsylvania. 
 (si) Section 13, Act of June 16, 1836, P. L. 789. 
 
 (52) Williamsport v. Citizens' Water & Gas Co., 232 Pa., 232 (1911). 
 
 (53) Struber's Appeal, 229 Pa., 184 (iQlo)- 
 
130 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 607a. Suits Against Corporations on Bonds on Which They Are 
 Sureties. 
 
 When any corporation, whether of this or any other state, shall 
 become surety in a bond given for the faithful performance of 
 any duty or contract by any person, partnership, or corporation 
 as principal, suit upon said bond, against such corporation as 
 surety, may be brought in the county in which such duty or con- 
 tract was to be performed, or in the county in which such prin- 
 cipal resided or had his or its principal place of business at the 
 time of the execution of such bond.°* 
 
 Service of process may be made by the sheriff of the county 
 in which suit is brought, by deputizing the sheriff of the county 
 wherein the defendant in such suit, or its registered agent, has 
 its principal place of business, or resides for that purpose. And 
 it is hereby made the duty of the sheriff of a county, so deputized 
 by the sheriff of the county in which such suit is brought, to 
 serve the process and make due return of service thereof to the 
 sheriff by whom he has been deputized."' 
 
 608. Injunctions. 
 
 The visitorial or supervisory power of the state over corpor- 
 ations created by the legislature will always be exercised, in 
 proper cases, through the medium of the courts of the state, to 
 keep such corporations within the limits of their lawful powers, 
 and to correct and punish abuses of their franchises, and a court 
 of equity has jurisdiction under the Act of June 19, 1871, P. L. 
 1360, to enjoin a trade association organized as a corporation of 
 the first class under the Act of April 29, 1874, P. L. 73, from en- 
 forcing by-laws by which the members of the association were 
 held bound to refuse to sell "for spot cash" to any persons in- 
 debted to members of the association, and by which provision 
 was made for an arbitration committee consisting only of mem- 
 bers to pass upon the validity of the claims of members against 
 persons to whom they had sold goods and whom they had black- 
 listed as delinquent.'^ 
 
 (54) Sec. I, Act of March 22, igii, P. L. 23. This act is retroactive 
 in its application and is constitutional. King v. Security Co.; E. D., 
 Jan. Term, 1912, No. 316. Op. filed June 27, 1913. Unreported. 
 
 (55) Sec. 2, Act of March 22, 191 1, P. L. 23. 
 
 (56) Arbour v. Pgh. Produce Trade Assn., 44 Pa. Super. Ct., 240 
 (1910)- 
 
PRIVATE CORPORATIONS IN PgNNSYLVANIA. I3I 
 
 609. Actions for Torts. 
 
 A corporation may not be held liable in an action for malicious 
 prosecution instituted by its agent, unless express precedent 
 authority of the agent or a subsequent ratification of his act by 
 the corporation is shown.'' 
 
 Because the general counsel of a corporation having offices in 
 different states approved the arrest for embezzlement of an em- 
 ploye at the suggestion of a local superintendent and represented 
 the prosecutor, who was the local agent, until the acquittal of the 
 employe, is not sufficient to charge the company in a suit for 
 malicious prosecution without authorization of the arrest by the 
 corporation or ratification of it.'' 
 611. Actions by Stockholders in the Name of the Corporation. 
 
 A bill brought by an individual stockholder in his own name 
 to recover moneys wrongfully taken from the corporation will 
 be dismissed where the only application to the officers of the 
 company to bring suit in its name was by a mere notice addressed 
 to the president and attorney of the company notifying them to 
 bring suit, and indicating only inferentially the parties against 
 whom action was to be taken.'* 
 
 A bill in equity brought by a stockholder on behalf of a corpora- 
 tion against certain of its directors and officers is multifarious 
 where it prays for an accounting for moneys of which the com- 
 pany had been fraudulently deprived, for an accounting against 
 another company for moneys derived from sales which should 
 have been made through the corporation, and to recover from 
 the defendant company and the directors of the corporation in 
 which the plaintiff is a stockholder a loss sustained by it through 
 the depreciation in the value of his stock.^" 
 614. Suits by or Against Corporations Oenerally. 
 
 In an action against a corporation as endorser of promissory 
 notes, where the case as originally presented shows that the notes 
 were endorsed by the treasurer in the name of the company, but 
 does not show his authority to endorse, the statement of claim 
 may be amended by averring a course of dealing between the 
 plaintiff and defendant whereby the latter is estopped from set- 
 
 (57) McDonald v. Nat. Life Insurance Co., 61 Pitts. L. J., 150 (1913). 
 
 (58) Shaw V. White Sewing Machine Co., 2 Westm. L. J., 305 (1913). 
 
 (59) Pellio V. Bull's Head Coal Company, 231 Pa., 157 (1911). See 
 also Same Parties, 224 Pa., 379 (1909). 
 
 (60) Kelly V. Thomas, 234 Pa., 419 (1912). 
 
132 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ting up Vfant of authority on the part of its treasurer to execute 
 the notes, and alleging that the execution of the notes had been 
 ratified by the defendant which had received the consideration for 
 them.""* 
 
 The receiver of an insolvent corporation is not required, in 
 the absence of a rule of court demanding the same, to file an 
 affidavit of defense in an action upon a contract entered into 
 by the corporation, consequently, vi^hen an affidavit is filed by him 
 in such case, judgment may not be taken for want of a sufficient 
 affidavit.*^ 
 
 Three stockholders of a coal company who owned all the 
 stock of the company sold the same with a reservation to them- 
 selves of the right to continue an action brought by said com- 
 pany against a railroad company for unlawful discrimination, 
 and to appropriate any pecuniary results therefrom to them- 
 selves. Held, that such sale and reservation did not deprive the 
 company of the right to continue the action, and that said trans- 
 action was not an assignment by the coal company of its claim 
 for damages to the individuals so parting with their stock. 
 Shareholders of a corporation have not, by the mere fact of 
 being shareholders, any agency for the corporation or any au- 
 thority to act for it; nor can they convey or assign its property, 
 although all unite, unless through formal action of the corpora- 
 tion they have been made its agents to that end.°^* 
 
 617. Pleadings. 
 
 Where the plaintiflf is a foreign corporation duly registered 
 and authorized to do business in Pennsylvania and having a store 
 and salesroom therein, it may verify its statement of claim by 
 the affidavit of the manager of said store who is familiar with 
 the transaction involved in the suit."^ 
 
 619. Bail on an Appeal from Board of Arbitrators. 
 
 A foreign corporation need give bail only for costs."' 
 
 (60*) First National Bank of Bangor v. American Bangor Slate Com- 
 pany, 229 Pa., 27 (1910) ; 18 D. R., 564; 36 Pa. C. C, 65. 
 
 (61) Brandenberg & Company v. Cox, 228 Pa., 212; 19 D. R., 17 (1909) ." 
 2 Berks, 72. 
 
 (61*) Puritan Coal Mining Company v. Penna. R. R. Company, 237 
 Pa., 420 (1912). 
 
 (62) De Witt Wire Cloth Company v. Griffith, 45 Pa. Super. Ct., 273 
 
 (63) Musser v. Pittsburgh Mica Co., 36 Pa. C. C, 513. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I33 
 
 635. Decisions Kelative to the Acts of 1819 and 1836. 
 
 Where a judgment creditor has attached stock belonging to 
 defendant in the hands of a garnishee, with whom it had been 
 pledged by defendant for a debt, he is not to be postponed to a 
 subsequent attaching creditor who has filed a similar attachment 
 because he has not filed an affidavit as required by Sections 32 
 and 33 of the Act of June i6, 1836, P. L. 737. The provision 
 for the filing of an affidavit was intended for the protection of 
 the real owner of stock, where the stock is standing in the name 
 of another. It was not intended for the protection of a subse- 
 quent attachment creditor. In any event, where the subsequent 
 attaching creditor has not promptly raised the question, he is 
 not entitled to succeed.*^* 
 
 628. Sale of Property and Franchises of Corporations— Act of 
 April 7, 1870, P. L. 58. 
 
 The rights and franchises of a limited partnership association, 
 organized under the Act of May 9, 1899, P. L. 261, may be 
 levied upon by judgment creditors under the provisions of the 
 Act of April 7, 1870, P. L. 58." 
 
 642. Purchasers of Property and Franchises of Corporations May 
 Become Bodies Corporate. 
 
 Whenever material, rolling-stock or property, whether located 
 wholly or partly within this state, and franchises, or all or any 
 part of such material, rolling-stock, property and franchises, 
 of any gas, water, coal, iron, steel, lumber, oil, or mining or 
 manufacturing, transportation or telegraph company, or any rail- 
 road, canal, turnpike, bridge, or plank road, or of any corporation 
 created by or under any law of this state, or of this state and 
 any other state or states, shall be sold and conveyed, under and 
 by virtue of any process or decree of any court of this state or 
 of the United States, or under or by virtue of a power of sale 
 contained in any mortgage or deed of trust, without any process 
 or decree of a court in the premises, the person or persons for or 
 on whose account such material, rolling stock, property, and fran- 
 chises of any gas, water, coal, iron, steel, lumber, oil, or mining, 
 or manufacturing, transportation or telegraph company, or any 
 railroad, canal, turnpike, bridge or plank road, or of any corpora- 
 
 (63*) Bemheimer & Sundheim v. Stewart, 53 Pa. Super. Ct., 533 (1913). 
 (64) Keystone Bank v. Donnelly, 21 D. R. 621 (1912). 
 
134 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 tion created by or under any law of this state or of this state and 
 any other state or states, so sold and conveyed, may be purchased, 
 shall be and they are hereby constituted a body politic and cor- 
 porate, and shall be vested with all the right, title, interest, prop- 
 erty, possession, claims, and demand, in law and equity, of, in 
 and to such material rolling-stock, property, or franchise, so 
 sold and conveyed, of any gas, water, coal, iron, steel, lumber, oil, 
 or mining, or manufacturing, transportation, or telegraph com- 
 pany, or any railroad, canal, turnpike, bridge or plank road, or 
 of any corporation created by or under any law of this state, or 
 of this state and any other state or states, with the appurtenances, 
 and with all the rights, powers, immunities, privileges, and fran- 
 chises of the corporations as whose the same may have been sold, 
 and which may have been granted to or conferred thereupon by 
 any act or acts of Assembly whatsoever, in force at the time of 
 such sale and conveyance, and subject to all the restrictions im- 
 posed upon such corporations by any such act or acts, except so 
 far as the same are modified hereby, or have been by any amend- 
 ments or supplements thereto or modifications thereof ; and with 
 all the rights, powers, immunities, privileges, and franchises 
 granted to or conferred by acts now existing upon corporations 
 of a similar kind, and subject to all restrictions imposed by stat- 
 ute, except as subsequently modified, or modified hereby; and 
 the person or persons purchasing, for or on whose account any 
 such material, rolling-stock, property, and franchises of any gas, 
 water, iron, steel, lumber, oil, or mining, or manufacturing, trans- 
 portation or telegraph company, or any railroad, canal, turnpike, 
 bridge, or plank road, or of any corporations created by or under 
 any law of this state or of this state and other state or states, so 
 sold and conveyed, may have been purchased, shall meet, within 
 thirty days after the conveyance thereof shall be delivered, — pub- 
 lic notice of the time and place of such meeting having been 
 given, at least once a week for two weeks, in at least one news- 
 paper published in the city or county in which such sale may have 
 been held, — and organize said new corporation by electing a 
 board of directors, consisting of not less than five nor more than 
 fifteen (to continue in office until the first Monday succeeding 
 such meeting, when, and annually thereafter on the said day, 
 a like election for directors shall be held, the directors so elected 
 to serve for one year and until their successors are elected, un- 
 less the directors shall be divided into not more than four classes, 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I35 
 
 in which case the term of office of one class shall expire on each 
 first Monday of May thereafter), and shall adopt a corporate 
 name and common seal, determine the amount of the capital 
 stock thereof, without being restricted to the amount theretofore 
 issued by the corporation whose property and franchises had been 
 sold. Not in excess, however, of the aggregate amount of the 
 capital stock authorized to be issued by the corporation whose 
 property and franchises had been sold, together with the amount 
 of the bonded indebtedness of such corporation outstanding at the 
 time of the sale, and of any receiver's certificate or other re- 
 ceiver's indebtedness necessary to be paid, and the amount that 
 will represent all further moneys contributed to such new or 
 reorganized corporation. The said stock thus issued by the said 
 new corporation may consist wholly of common stock, or partly 
 of common stock and partly of preferred stock; and the whole, 
 or any part thereof, may be issued as fully paid stock, in payment 
 or part payment for the property so purchased. Said new cor- 
 poration shall have power and authority to make and issue cer- 
 tificates therefor, in shares of not more than one hundred dol- 
 lars each; and may at any time thereafter create and issue pre- 
 ferred stock to such an amount and on such terms as such cor- 
 poration may deem necessary ; and, from time to time, may issue 
 bonds to any amount, and may secure the same by one or more 
 mortgages upon the real and personal property and corporate 
 rights and franchises, or either, or any part or parts thereof: 
 Provided, That no coal, iron, steel, lumber, or oil, or mining, man- 
 ufacturing, transportation, or telegraph company, shall have the 
 benefit of this act, unless it shall have previously filed with the 
 Secretary of State its acceptance of all the provisions of the 
 Constitution, as provided by law.** 
 
 646. Purchasers of Property and Prancbises of Corporation Hay 
 Determine the Amount of Capital Stock and Bonds to be 
 Issued Therefor. 
 
 See Section 2108. 
 661. Decisions Relative to Be-organizations. 
 
 The trustee under a mortgage foreclosed the same, and bought 
 in the property at the sale. A majority of the bondholders agreed 
 upon a plan of re-organization by creating a new company in the 
 
 (6s) Act of June 20, 1911, P. L. 1092, amendatory of the Act of April 
 27, 1909, P. L. 17s, which amended Sec. i, Act of May 31, 1887, P. L. 278. 
 
136 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 manner provided for in the mortgage, by the terms of which 
 mortgage and plan of re-organization the stock of the new com- 
 pany was to be distributed to the bondholders according to their 
 adjudged claims. The interest coupons, under the terms of the 
 mortgage, had the right of priority in payment over the principal 
 of the bonds. An auditor was appointed by the court to dis- 
 tribute the stock of the re-organized company. Held, on an ap- 
 peal from the decree of the court below dismissing the excep- 
 tions filed to the auditor's findings: (i) that the auditor had 
 no other duty than to apportion the stock according to the terms 
 of the plan of re-organization and that whether such plan was 
 effective to compel the acceptance of stock in exchange for bonds 
 or coupons was not before him; (2) the auditor was correct in 
 making no distinction between holders of coupons detached from 
 bonds and holders of those still attached to the same; (3) the 
 auditor committed no error in distributing the stock under the 
 terms of the re-organization agreement, first, among the holders 
 of coupons, and, second, among the holders of bonds at its par 
 value, no evidence being produced to show that the stock was 
 worth less than par; (4) the re-organization agreement provid- 
 ing for the deduction of ten per cent, from the award to all 
 holders of bonds and coupons for the purpose of securing stock 
 to be applied as a bonus to secure subscribers to income bonds to 
 provide working capital for the new company, the auditor com- 
 mitted no error in making such deduction without discrimina- 
 tion.®° 
 
 663. Consolidation and Merger of Corporations Incorporated Under 
 General or Special Acts. 
 
 The merger and consolidation of railroad companies was pro- 
 vided for by the Act of May 16, 1861, P. L. 702, and it was held 
 that city passenger railway companies were railroads within the 
 meaning of the said act. The Act of May 29, 1901, P. L. 349, 
 was entitled, "An act supplementary to an act entitled, 'An act 
 to provide for the incorporation and regulation of certain cor- 
 porations,' approved the 29th day of April, 1874; providing for 
 the merger and consolidation of certain corporations." The first 
 section of the said act, however, provided that not only corpora- 
 tions formed under the Act of 1874 might be merged Under it 
 
 (66) Real Estate Trust Co. v. Penna. Sugar Refining Co., 239 Pa., 
 456 (1913)- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 137 
 
 but also corporations organized under any other act of Assembly. 
 Former Attorney General Carson held that railroad and passen- 
 ger railway companies might be merged under said act,"' but his 
 successor held,*' that only corporations formed under the Act of 
 1874 and its supplements may be merged under it. 
 
 The following act is applicable to all corporations whether 
 formed under general or special acts, except as otherwise pro- 
 vided therein: 
 
 It shall be lawful for any corporation, now or hereafter or- 
 ganized under the provisions of any general or special act of As- 
 sembly authorizing the formation of any corporation or corpora- 
 tions, to merge its corporate rights, franchises, powers, and privi- 
 leges with and into those of any other corporation or corporations 
 transacting the same or a similar line of business, so that by vir- 
 tue of this act such corporations may consolidate, and so that all 
 the property, rights, franchises, and privileges then by law vested 
 in either of such corporations, so merged, shall be transferred to 
 and vested in the corporation into which such merger shall be 
 made: Provided, That nothing in this act shall be construed so 
 as to permit railroad, canal, or telegraph companies, which own, 
 operate, or in any way control, parallel or competing roads, 
 canals, or lines, to merge or combine : Provided further, That 
 nothing in this act contained shall extend or enlarge beyond its 
 former territorial limits the exclusive franchise of any gas or 
 water company; and that the merger or consolidation of water 
 companies shall be subject to the provisions of the act, entitled 
 "An act to require all water and water-power companies here- 
 after incorporated, or hereafter formed by merger and consolida- 
 tion, or hereafter purchasing property and franchises of any 
 other such company, to designate the exact source of their supply 
 of water or water-power; and to require all existing water and 
 water-power companies, merging and consolidating or purchasing 
 the property and franchises of any other such company, to accept 
 the provisions of this act, and of the act approved April thir- 
 teenth, one thousand nine hundred and five, entitled 'An act pro- 
 viding that the right of eminent domain, as represents the appro- 
 priation of streams, rivers or waters, or the land covered thereby, 
 
 (67) Bellevue & Perrysville Street Railway Co., 32 Pa. C. C, 243 
 (1906). 
 
 (68) Oxford. West Grove & A. Street Railway Co., 35 Pa. C. C, 92 
 (igo8) : 18 D. R., 33; II Dau. Co. Rep., 127. 
 
 10 
 
138 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 shall not be exercised by water companies incorporated under 
 law/ and providing the manner in which water and water-power 
 companies, subject to the provisions of this act, may secure a new 
 or additional source of supply for their water or water-power," 
 approved the seventh day of June, Anno Domini one thousand 
 nine hundred and seven.'" 
 
 6e3a. Procedure. 
 
 Said merger or consolidation shall be made under the condi- 
 tions, provisions, and restrictions, and with the powers, herein 
 set forth; to-wit, — 
 
 First. The directors of each corporation shall enter into a 
 joint agreement, under the corporate seal of each corporation, 
 for the merger and consolidation of said corporations ; prescrib- 
 ing the terms and conditions thereof, the mode of carrying the 
 same into effect, the name of the new corporation, the number 
 and names of the directors and other officers thereof, and who 
 shall be the first directors and officers, and their places of resi- 
 dence, the number of shares of the capital stock, the amount or 
 par value of each share, and the manner of converting the capi- 
 tal stock of each of said corporations into the stock of the new 
 corporation, and how and when directors and officers shall be 
 chosen, with such other details as they shall deem necessary to 
 perfect the said consolidation and merger; but said agreement 
 shall not be effective unless the same shall be approved by the 
 stockholders of said corporations, in the manner hereinafter pro- 
 vided. 
 
 Second. Said agreement shall be submitted to the stockholders 
 of each of said corporations, at separate special meetings or at 
 any annual meetings, of the time, place and object of which re- 
 spective meetings due notice shall be given by publication, once a 
 week for two consecutive weeks before said respective meetings, 
 in at least one newspaper in the county or in each of the counties 
 in which the principal office of said respective corporations shall 
 be situate, — excepting in the case of the merger or consolidation 
 of corporations which, upon their original incorporation, are re- 
 quired by the Constitution to publish notice of intention to incor- 
 porate for a longer period than two weeks, in which case notice 
 by publication shall be as required by the Constitution, — and at 
 said meetings the said agreement of the directors shall be consid- 
 
 (69) Sec. I, Act of May 3, 1909, P. L. 408. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I39 
 
 ered, and a vote of the stockholders in person or by proxy shall 
 be taken, by ballot, for the adoption or rejection of the same, each 
 share of stock entitling the holder thereof to one vote; and if a 
 majority in amount of the entire capital stock of each of said 
 corporations shall vote in favor of said agreement, merger and 
 consolidation, then that fact shall be certified by the secretary of 
 each corporation, under the corporate seal thereof, and said cer- 
 tificates, together with the said agreement or a copy thereof, shall 
 be filed in the office of the Secretary of the Commonwealth, who 
 shall forthwith present the same to the Governor for his approval, 
 and when approved by the Governor the said agreement shall be 
 deemed and taken to be the act of consolidation of said corpora- 
 tion." 
 
 663b. Powers of Consolidated Corporation— Letters Patent — Bonus 
 — Payment of All Taxes. 
 
 Upon the filing of said certificates and agreement, or copy of 
 the agreement, in the office of the Secretary of the Common- 
 wealth, and upon the issuing of new letters patent thereon by the 
 Governor, the said merger shall be deemed to have taken place, 
 and the said corporations to be one corporation under the name 
 adopted in and by said agreement, possessing all the rights, privi- 
 leges and franchises theretofore vested in each of them, and all 
 the estate and property, real and personal, and rights of action 
 of each of said corporations, shall be deemed and taken to be 
 transferred to and vested in the said new corporation without any 
 further act or deed : Provided, That all rights ol creditors and all 
 liens upon the property of each of said corporations shall con- 
 tinue unimpaired, and the respective constituent corporations may 
 be deemed to be in existence to preserve the same ; and all debts, 
 duties and liabilities of each of said constituent corporations shall 
 thenceforth attach to the said new corporation, and may be en- 
 forced against it to the same extent and by the same process as if 
 said debts, duties and liabilities had been contracted by it. But 
 such merger and consolidation shall not be complete, and no such 
 consolidated corporation shall do any business of any kind, until 
 it shall have first obtained from the Governor of the Common- 
 wealth new letters patent, and shall have paid to the State Treas- 
 urer a bonus as prescribed by law upon all its capital stock in ex- 
 cess of the amount of capital stock of the several corporations so 
 
 (70) Sec. 2, Act of May 3, 1909, P. L. 408. 
 
140 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 consolidating, upon which the bonus required by law has been 
 theretofore paid : And provided further, That new letters patent 
 of such consolidated corporations shall not be issued by the Gov- 
 ernor of the Commonwealth, until each and every corporation en- 
 tering into and forming the consolidated corporation shall have 
 filed with the Secretary of the Commonwealth a certificate from 
 the Auditor General of the Commonwealth, setting forth that all 
 reports required by the Auditor General of the Commonwealth 
 have been duly filed to the date of the proposed merger, and that 
 all taxes due the Commonwealth of Pennsylvania have been paid, 
 up to and including said date.''' 
 
 663c. ETidences of Merger. 
 
 A certified copy of said certificate and agreement, or copy of 
 agreement, so to be filed in the office of the Secretary of the Com- 
 monwealth, shall be evidence of the lawful holding and action of 
 such meetings, and of the merger and consolidation of said cor- 
 porations.''' 
 
 663d. Dissenting Stockholders. 
 
 If any stockholder or stockholders of any corporation, which 
 shall become a party to an agreement of merger and consolidation 
 hereunder, shall be dissatisfied with or object to such consolida- 
 tion, and shall have voted against the same at the stockholders' 
 meeting, it shall and may be lawful for any such stockholder or 
 stockholders, within thirty days after the adoption of said agree- 
 ment of merger and consolidation by the stockholders, as herein 
 provided, and upon reasonable notice to said corporation, to apply 
 by petition to any court of common pleas of the county in which 
 the chief office of such corporation may be situate, or to a judge 
 of said court in vacation, if no such court sits during said period, 
 to appoint three disinterested persons to estimate and appraise 
 the damages, if any, done to such stockholder or stockholders by 
 said consolidation. Upon such petition, it shall be the duty of 
 said court or judge to make such appointment ; and the award of 
 the persons so appointed, or of a majority of them, when confirm- 
 ed by the said court, shall be final and conclusive; and the per- 
 sons so appointed shall also appraise the share or shares of said 
 stockholders, in the said corporation, at the full market value 
 
 (71) Sec. 3, Act of May 3, 1909, P. L. 408. 
 
 (72) Sec. 4, Act of May 3, 1909, P. L. 408. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I4I 
 
 thereof, without regard to any appreciation or depreciation in 
 consequence of the said consolidation ; which appraisement, when 
 confirmed by the said court, shall be final and conclusive; and 
 the said corporation may, at its election, either pay to the said 
 stockholder or stockholders the amount of damages so found and 
 awarded, if any, or the value of the stock so ascertained; and 
 upon the payment of the value of the stock, as aforesaid, the said 
 stockholder or stockholders shall transfer the stock so held by 
 them to the said corporation, to be disposed of by the directors 
 thereof or to be retained for the benefit of the other stock- 
 holders; and in case the value of said stock, as aforesaid, shall 
 not be so paid within thirty days after the said award shall have 
 been confirmed by said court, the damages so found and con- 
 firmed shall be a judgment against said corporation, and may be 
 collected as other judgments in said court are by law recover- 
 ableJ» 
 
 663e Merger and Consolidation of Motor Power Companies with 
 Street Bailway Companies. 
 
 It shall be lawful for any motor power company, now or here- 
 after organized under any act of Assembly authorizing the forma- 
 tion of such corporations, to merge and consolidate its corporate 
 rights, franchises, powers, and privileges with and into those of 
 any street railway company, now or hereafter organized under 
 any act of Assembly of this Commonwealth, so that, by virtue 
 of this act, such corporations may consolidate, and so that all 
 the property, rights, franchises, and privileges, then by law 
 vested in either of such corporations so merged, shall be trans- 
 ferred to and vested in the corporation into which such merger 
 shall be made." 
 663f. Procedure. 
 
 Said merger or consolidation shall be made under the condi- 
 tions, provisions, and restrictions, and with the powers, herein 
 set forth; namely, — 
 
 I. The directors of each corporation may enter into a joint 
 agreement, under the corporate seal of each corporation, for 
 the merger and consolidation of said corporations : prescribing 
 the terms and conditions thereof, the mode of carrying the 
 same into effect, the name of the new corporation, the number 
 
 (73) Sec. S, Act of May 3, 1909, P. L. 408. 
 
 (74) Sec. I, Act of June 15, igii, P. L. 963. 
 
142 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 and names of the directors and other officers thereof, and who 
 shall be the first directors and officers and their places of resi- 
 dence, the number of shares of the capital stock, the amount or 
 par value of each share, and the manner of converting the cap- 
 ital stock of each of said corporations into the stock of the new 
 corporation, and how and when directors and officers shall be 
 chosen, with such other details as they shall deem necessary to 
 perfect the said consolidation and merger, but said agreement 
 shall not be effective unless the same shall be approved by the 
 stockholders of said corporation in the manner hereinafter pro- 
 vided. 
 
 II. Said agreement shall be submitted to the stockholders of 
 each of said corporations at separate special meetings, of the 
 time, place, and object of which respective meetings due notice 
 shall be given by publication, once a week for two successive 
 weeks before said respective meetings, in at least one newspaper 
 in the county, or each of the counties, in which the principal of- 
 fices of said respective corporations shall be situate; and at said 
 meetings the said agreement of the directors shall be considered, 
 and a vote of the stockholders, in person or by proxy, shall be 
 taken by ballot, for the adoption or rejection of the same — each 
 share of stock entitling the holder thereof to one vote ; and if a 
 majority in amount of the entire capital stock of each of said 
 corporations shall vote in favor of said agreement, merger, and 
 consolidation, then that fact shall be certified by the secretary of 
 each corporation, under the seal thereof; and said certificates, 
 together with the said agreement, or a copy thereof, shall be 
 filed in the office of the Secretary of the Commonwealth, where- 
 upon the said agreement shall be deemed and taken to be the act 
 of consolidation of said corporation." 
 
 663g. Powers of Consolidated Corporation — Letters Patent — Bonus 
 — Payment of All Taxes. 
 
 Upon the filing of said certificates and agreement, or copy of 
 agreement, in the office of the Secretary of the Commonwealth, 
 the said merger shall be deemed to have taken place, and the 
 said corporations to be one corporation, under the name adopted 
 in and by said agreement, possessing all the rights, privileges, 
 and franchises theretofore vested in each of them; and all the 
 estate and property, real and personal, and all the rights of ac- 
 
 (75) Sec. 2, Act of June 15, 191 1, P. L. 963. 
 
PRIVATE CORPORATIONS IN PENNSYI<VANIA. I43 
 
 tion, of each of said corporations, shall be deemed and taken to 
 be transferred to and vested in the said new corporation without 
 any further act or deed : 
 
 Provided, That all rights of creditors and all liens upon the 
 property of each of said corporations shall continue unimpaired ; 
 and all debts, duties and liabilities of each of said constituent cor- 
 porations shall thenceforth attach to the said new corporation, 
 and may be enforced against it to the same extent and by the 
 same process as if said debts, duties, and liabilities had been con- 
 tracted by it. But such merger and consolidation shall not be 
 complete, and no such consolidated corporation shall do any busi- 
 ness of any kind, until it shall have first obtained from the Gov- 
 ernor of the Commonwealth new letters patent, and shall have 
 paid to the State Treasurer a bonus of one-third of one per 
 centum on all its corporate stock in excess of the amount of the 
 capital stock of the several corporations so consolidating, upon 
 which the bonus required by law had been theretofore paid : 
 
 And provided further. That new letters patent of such consoli- 
 dated corporation shall not be issued by the Governor of the 
 Commonwealth until each and every corporation entering and 
 forming the consolidated corporation shall have filed with the 
 Secretary of the Commonwealth a certificate from the Auditor 
 General of the Commonwealth, setting forth that all reports re- 
 quired by the Auditor General of the Commonwealth have been 
 duly filed, and that all taxes due the Commonwealth of Pennsyl- 
 vania have been paid.'* 
 
 6631i. Evidence of Uerger. 
 
 A certified copy of said certificate and agreement, or copy of 
 agreement, so to be filed in the office of the Secretary of the 
 Commonwealth, shall be evidence of the lawful holding and ac- 
 tion of such meetings and of the merger and consolidation of 
 said corporations." 
 
 6631. Dissenting Stockholders. 
 
 If any stockholder or stockholders of any corporation, which 
 shall become a party to an agreement of merger and consolidation 
 hereunder, shall be dissatisfied with or object to such consolida- 
 tion, and shall not have voted in favor of the same at the stock- 
 
 (76) Sec. 3, Act of June 15, 191 1, P. L. 963. 
 
 (77) Sec. 4, Act of June 15, 191 1, P. I,. 963. 
 
144 private; corporations in Pennsylvania. 
 
 holders' meeting, it shall and may be lawful for any such stock- 
 holder or stockholders, within thirty days after the adoption of 
 said agreement of merger and consolidation by the stockholders 
 as herein provided, and upon reasonable notice to said corpora- 
 tion, to apply by petition to the court of common pleas of the 
 county in which the chief office of such corporation may be sit- 
 uate, or to a judge of said court in vacation, to appoint an assess- 
 sor or assessors to appraise the value of the share or shares of 
 said dissatisfied and objecting stockholder or stockholders in the 
 said corporation, which appraisement, when made, and con- 
 firmed by said court, shall be final and conclusive; and the said 
 corporation shall thereupon pay to the said stockholder or stock- 
 holders the value of the stock so ascertained, and, upon the pay- 
 ment of the value of the stock as aforesaid, the said stockholder 
 or stockholders shall transfer the stock so held by them to the 
 said corporation; and, in case the value of said stock as afore- 
 said shall not be so paid within thirty days after the said award 
 shall have been made, and confirmed by said court, the said award 
 and assessment, so found and confirmed, shall be filed in the office 
 of the prothonotary of said court as a judgment against said 
 corporation, and may be collected as other judgments in said 
 court are by law recoverable.'* 
 
 "Whilst our state laws provide a method for the dissolution of 
 a corporation and the winding up of its affairs, we may concede 
 that it is not in all cases absolutely necessary that such method 
 be followed." Where the stockholders of a corporation approved 
 a resolution of the directors "to liquidate the affairs of this com- 
 pany" and empowered the president to do the liquidating, held, 
 that the president was thus vested with the powers of a liquida- 
 ting trustee. '° 
 
 664a. Capitalization of Merged and Consolidated Public Service 
 Corporations. 
 
 See Section 2108. 
 671. Inability of Corporations Formed by a Consolidation. 
 
 "The weight of the authorities seems to be that when the act 
 of consolidation gives to the consolidated company the rights and 
 privileges of the coastituent companies or makes the consoli- 
 
 (78) Sec. S, Act of June 15, 191 1, P. L. 963- 
 
 (79) Interstate Distributing Co. v. Connell, 46 Pa. Super. Ct, 551 
 (1911). See Pottsville Bank v. Minersville Water Co., 211 Pa., 566 (1905). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I45 
 
 dated company subject to the obligations of the constituent com- 
 panies, the rights and obligations are not extended by the act 
 to all of the property of the consolidated company, but only ap- 
 ply severally to the property of each constituent company taken 
 over by the consolidated company." °° 
 
 So where two boom companies incorporated to operate two 
 booms upon the same stream were merged and consolidated, it 
 was held "that the effect of the consolidation was to unite the 
 companies only, not the booms; the consolidated company con- 
 trolled each of them separately, 'under the rights, privileges and 
 immunities,' and 'subject to the restrictions, contained in their 
 respective charters,' some privileges of which were not common 
 to both. In Gould v. Langdon, 43 Pa., 465, the effect of the con- 
 solidation was considered by the court and it was held that these 
 separate statutes 'must be interpreted separately, although both 
 become the property of one company, and an act consolidating 
 the two boom companies will not change the liability of either 
 under its act of incorporation, to deliver logs at its own boom, the 
 boom in which they were caught.' " *^ 
 
 A natural gas company, supplying a borough with natural gas 
 at the date of the approval of the natural gas Act of May 29, 
 1885, P. L. 29, accepted the provision of said act. Afterwards 
 it was consolidated under the Act of May 29, 1901, P. L. 349, 
 with another natural gas company having the right to supply gas 
 in the borough, with a restriction as to the price of the gas. 
 The company so restricted never, in fact, furnished gas within 
 the borough, but such gas was continuously furnished by the 
 first named company. Held, that the consolidated company 
 might furnish gas within the borough free from the restriction 
 imposed by the franchise of the second company, and it is im- 
 material in such a case that the stock of the first company was 
 acquired by owners of the stock of the second company, and 
 that the net proceeds from the operations of the first company 
 were turned into the treasury of the second company.'" 
 
 (80) Punxsutawney Borough v. T. W. Phillips Gas & Oil Co., 238 
 Pa., 23 (1913) ; op. court below. 
 
 (81) Brown v. Susquehanna Boom Co., 109 Pa., 57 (1885). 
 
 (82) Punxsutawney Borough v. T. W. Phillips Gas & Oil Co., 238 Pa., 
 23 (1913)- 
 
146 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 672. Dissolution by Expiration of Period Tixed by Charter. 
 
 At the expiration of the period fixed by charter a corpora- 
 tion is dissolved without action of the state or a court. '" 
 
 674. Dissolution of Corporations or Commissions, ITot for Profit, 
 Incorporated to Haintain Turnpikes and Public Boads. 
 
 The several courts of common pleas be and they are hereby au- 
 thorized to decree the dissolution of corporations and commis- 
 sions, not for profit, heretofore or hereafter incorporated for the 
 purpose of repairing, maintaining, and operating turnpike and 
 other public roads, with the right to collect toll thereon and to 
 levy tax for maintenance of such roads and the payment of the 
 interest and principal of indebtedness legally created; to deter- 
 mine the manner in which the afifairs of such corporations and 
 commissions may be wound up, and to apportion and adjust the 
 assets and the liabilities of such corporations and commissions to 
 and among the municipalities in which such turnpike or other 
 public road shall lie.'* 
 
 674a. Petition — Examination — Decree — Freeing of Highway — Ap- 
 portionment of Assets and Liabilities. 
 
 Upon presentation of a petition by the directors, commission- 
 ers, or trustees, or a majority of them, of any such corporation 
 or commission, to the court of common pleas, or in vacation to the 
 judge thereof, within whose district a turnpike or other public 
 road shall be wholly, or the greater part thereof, located, setting 
 forth the location and character of the road, the length thereof, 
 and — where located in more than one city, borough, or township 
 — the length of the parts of such turnpike, or other public road, 
 in each of the several municipalities, and that they are of the 
 Opinion that the corporation or commission should be relieved of 
 the duty of repairing and maintaining and operating the road 
 under its control, and that it is to the public interest that the con- 
 trol thereof shall be surrendered by the said corporation; and 
 further setting forth a full statement of the indebtedness of the 
 corporation or commission, the manner in which and by what au- 
 thority said indebtedness was incurred, and whether said corpora- 
 
 (83) Com. V. East Brady Caloric Co., 16 Dau. Co. Rep., 170 (1913). 
 
 (84) Sec. I, Act of May 3, 1909, P. L. 378. This act supersedes the Act 
 of June I, 1907, P. L. 375, which was passed to cover the case of the Fort 
 Hunter Turnpike Co. of Dauphin county, incorporated by Acts of March 
 29, 1870, P. L. 66s, and January 27, 1871, P. L. 10. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. \A,^ 
 
 tion or commission is empowered by law to levy and collect road- 
 taxes, and, if so, the amount and rate of such taxes and the pur- 
 pose for which the same are authorized to be levied and collected, 
 and a full statement of all the assets of said corporation or com- 
 mission and the nature or character and the amount of each, and 
 such other matters as may be necessary to inform the court fully 
 as to the status of the corporation or commission, and the condi- 
 tion of the turnpike or other public road under its control, — the 
 court may, upon such notice as the court may direct to be given 
 to the public authorities in charge of highways in such townships, 
 boroughs, or cities, in which such road or any part thereof is lo- 
 cated, and after such examination of the truth of the matters al- 
 leged in the petition as they may deem requisite, make a decree 
 removing said turnpike or other public road from the authority 
 and control of such corporation or commission, and declaring the 
 same to be a free public highway, to be controlled and maintained 
 as other highways in cities, boroughs, and townships are con- 
 trolled and maintained; and the intent or meaning of this act is 
 hereby declared to be, that the said road shall become a public 
 highway of the city or township in which the same shall be lo- 
 cated, and, where located in two or more municipalities, that each 
 of the several parts of such turnpike or other public road shall 
 become a public highway of the municipality in which it shall be 
 located; and that the public authorities of said municipality or 
 municipalities shall have power and authority to levy and collect 
 road-taxes, in the manner provided by law, for the maintenance, 
 repair, and improvement of the said turnpike or other public 
 road, or parts thereof, upon all the subjects of taxation within the 
 territorial limits of said municipality ; and the court shall further 
 make a decree dissolving the said corporation or commission, and 
 discharging the officers, directors, commissioners, or trustees, as 
 the case may be; in which decree the court shall set forth the 
 length of said turnpike or other public road, and the length of 
 the parts thereof in each of the several cities, boroughs, or town- 
 ships in which the same may be located, and a full statement of 
 all the assets and liabilities of such corporation or commission. 
 And thereupon, all and singular, the assets and property, real, 
 personal and mixed, and all debts due on whatever account, and 
 all other things in action, belonging to said corporation or com- 
 mission, shall become vested in, and all debts, liabilities, and obli- 
 gations of said corporation or commission shall henceforth attach 
 
148 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 to, said city, borough, or township, as the case may be, in which 
 said turnpike or other public road shall be located; and where 
 the same shall be located in two or more municipalities, the as- 
 sets and property shall become vested in, and all said debts, lia- 
 bilities, and obligations shall attach to, and be apportioned among, 
 the said municipalities, in the same proportionate parts as the 
 length of the turnpike or other public road within each munici- 
 pality, as found by the court in its decree, shall bear to the whole 
 length of such turnpike or other public road; and the said debts, 
 liabilities, and obligations, as thus apportioned and adjusted, 
 shall be enforceable against said municipalities to the same extent 
 as though the same as apportioned had been incurred or con- 
 tracted by said municipalities, and it shall be lawful for said 
 municipalities to incur indebtedness or to issue bonds, in the man- 
 ner authorized by law, for the payment of the said debts liabil- 
 ities and obligations.'" 
 
 e74b. Jurisdiction of Court to Extend to Cases Fending TTnder Act 
 of June 1, 1907, P. L. 375— Procedure in Such Cases. 
 
 The jurisdiction and authority conferred by this act upon the 
 several courts of common pleas or a judge thereof in vacation, 
 to make and enforce the decrees herein authorized to be made 
 and enforced, shall extend to all cases and proceedings taken and 
 instituted under and in pursuance of the act of Assembly, ap- 
 proved the first day of June, one thousand nine hundred and 
 seven (Pamphlet Laws, three hundred and seventy- five), which 
 act is more particularly referred to in section four of this act, 
 or under or in pursuance of any other law, which actions or 
 proceedings shall be pending at the time of the passage of this 
 act, including all such actions and proceedings in which any de- 
 cree other than a final decree dissolving such corporation or 
 commission shall appear of record at the time of the passage of 
 this act; but nothing in this act contained shall be held or con- 
 strued to annul, revoke, or set aside any finding of fact, which 
 shall appear of record in any such case ; and the several courts of 
 common pleas, before which any such case or proceeding shall be 
 pending, or in which any decree other than a final decree dissolv- 
 ing such corporation or commission shall appear of record at the 
 time of the passage of this act, on application by petition, by any 
 of the parties in interest who are parties to the record, setting 
 
 (85) Sec. 2, Act of May 3, 1909, P. L. 378. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I49 
 
 forth in full such facts as may be necessary to inform the court 
 of the status of such case or proceeding, and such additional facts 
 to those set forth in the petition filed in such case as may be re- 
 quired under this act, are hereby authorized and empowered, 
 after notice to all parties in interest, and after such examination 
 of the truth of the matters alleged in such petition as the court 
 may deem requisite, to alter, change, amend, revoke, or annul, as 
 the case may require, any decree, other than a final decree dis- 
 solving such corporation or commission, which shall appear of 
 record in any such case or proceeding at the time of the passage 
 of this act, and to make the decree authorized under the several 
 provisions of this act ; and thereupon the assets of such corpora- 
 tion or commission shall become vested in, and the liabilities shall 
 be apportioned to and among, and become the liabilities of, the 
 several municipalities in which such turnpike or other public road 
 shall be located, in the manner provided for in section two of 
 this act.'" 
 
 674c. Repeal of Act of June 1, 1907, P. L. 375. 
 
 The act of Assembly, entitled "An act authorizing courts of 
 common pleas to decree the dissolution of corporations and com- 
 missions, not for profit, incorporated for the purpose of repair- 
 ing, maintaining, and operating turnpike and other public roads, 
 with the right to collect toll thereon, and levy tax for the main- 
 tenance of such roads and the payment of the interest and prin- 
 cipal of indebtedness created, and to determine the manner in 
 which the affairs of such corporations and commissions may be 
 wound up," approved the first day of June, one thousand nine 
 hundred and seven (Pamphlet Laws, three hundred and seventy- 
 five), and all laws or parts of laws, general and special, incon- 
 sistent herewith, be and the same are hereby repealed. '' 
 
 680. Liquidating Trustee. 
 
 Where the stockholders of a corporation approve a resolution 
 previously adopted by the directors providing for the liquidation 
 of the affairs of the corporation and empowering the president 
 to do the liquidating, such appointment of the president as liqui- 
 dating trustee confers upon him no greater powers than if pro- 
 ceedings for dissolution had been begun in the manner provided 
 
 (86) Sec. 3, Act of May 3, 1909, P. L. 378. 
 
 (87) Sec. 4, Act of May 3, 1909, P. L. 378. 
 
150 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 by the statutes, and he has no power to agree with one of the 
 stockholders who owes the company $260.00, that if he will pur- 
 chase additional goods sufficient to make the total indebtedness 
 to the company $500.00, the company will take up the ten shares 
 of stock owned by him satisfy the indebtedness of $500.00, and 
 pay a like amount in cash to the stockholder, there being at the 
 time creditors of the company still to be paid, and it being then 
 impossible to ascertain what proportion of the corjxjrate assets, 
 if any will remain for distribution among the stockholders." 
 
 687. Sistrlbutioii of the Assets of Blssolred Corporations. 
 
 A delay of fifteen years in making demand for a pro rata dis- 
 tribution of the assets of a corporation upon its dissolution, will 
 bar recovery against the estate of the deceased treasurer of such 
 corporation, who paid the amount claimed to the person appear- 
 ing upon the books as a stockholder, taking from him a refunding 
 bond without requiring the production of the stock certificate." 
 
 Where a fund arising out of the sale of the property of certain 
 corporations was held in trust to be applied, first, to the liquida- 
 tion of the debts of the corporation "payable to persons not stock- 
 holders," there being no evidence that the trust was intended to 
 revive or keep alive claims otherwise outlawed, held, in a pro- 
 ceeding to control the distribution of the fund, that a claim based 
 upon a book account which was barred by the statute of limita- 
 tions was properly disallowed.'* 
 
 693. Dissolution of Charitable Associations. 
 
 The property of a charitable association does not revert to the 
 donors on the dissolution of such association, nor may it be di- 
 vided among the members of the association, but will be appro- 
 priated by the court to purposes as nearly akin as possible to the 
 intent of the donors."^ 
 
 699. To Enable Mining, Kanofacturing and Construction Com- 
 panies and Companies for the Sale of Real Estate to Wind 
 TTp Their Affairs. 
 
 All corporations for mining, manufacturing, or trading pur- 
 
 (88) Interstate Distributing Co. v. Connell, 46 Pa. Super. Ct., 551 
 (1911). 
 
 (89) Howell's Estate, 17 D. R., 410 (1908). 
 
 (90) Reid V. Reid (No. 3), 227 Pa., 182 (1912). 
 
 (91) Centennial and Memorial Association of Valley Forge, 235 Pa, 
 206 (1913). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I5I 
 
 poses, or for the purchase and sale of real estate, and construc- 
 tion companies, whether created by general or special acts of As- 
 sembly, whose charters may have expired or may hereafter ex 
 pirc, or which may have been dissolved or may hereafter be dis- 
 solved by any judicial decree, may bring suits, and maintain and 
 defend suits already brought, for the protection and possession 
 of their property, and the collection of debts and obligations 
 owing to or by them, and sell, convey, and dispose of their prop- 
 erty, and make title therefor, as fully and effectually as if their 
 charters had not expired, or such decree had not been made ; and 
 the officers last elected, or the survivors of them, shall be officers 
 to represent said corporations for such purposes, and, if no offi- 
 cers survive, the stockholders may elect officers under their by- 
 laws: Provided, That this act shall be construed only so as to 
 enable said corporations to realize and divide their assets and 
 wind up their affairs, and not to transact new business.'* 
 
 700a. Dissolution of Banks, Trust Companies, Etc., Because of Im- 
 paired Capital. 
 
 Whenever it shall appear from any report of the condition of 
 any corporation made as hereinbefore provided to the commis- 
 sioner of banking, or the said commissioner shall have reason to 
 believe that the capital of any such corporation is reduced, by 
 impairment or otherwise, below the amount required by law or 
 the articles of incorporation, or below the amount certified to the 
 proper authorities as paid in, it shall be the duty of the commis- 
 sioner and he shall have power to require such corporation, under 
 his hand and seal of office, to make good the deficiency so appear- 
 ing; and to give effect to such requisition he shall have power to 
 examine, or cause to be examined, any such corporations, books, 
 papers and affairs to ascertain whether such reduction or impair- 
 ment of capital has been made good in compliance with his 
 requisition; and if any such corporation shall neglect or refuse, 
 for sixty days after such requisition has been made, to make good 
 the reduction or impairment of capital existing, it shall be the 
 duty of the commissioner to communicate the facts to the attor- 
 ney general, whose duty it shall then become to apply to the 
 court of common pleas of the county of Dauphin, or in vacation, 
 to any of the judges thereof, for an order requiring said corpora- 
 
 (92) Act of June S, 1913, P. L. 449. amending the Act of May 23, 1907, 
 P. L. 204, which amended the Act of May 21, 1881, P. L. 30. 
 
152 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 tion to show cause why their business should not be closed, and 
 the court or judge, as the case may be, shall thereupon hear the 
 allegations and proofs of the respective parties. 
 
 If it appears to the satisfaction of the said court or judge that 
 such corporation has neglected or refused to comply with such 
 requisition, and that such capital stock is reduced and impaired, 
 and that such corporation is insolvent, or that the interests of the 
 public so require, the said court or judge shall decree a dissolu- 
 tion of such corporation and a distribution of its effects, or shall 
 make such other orders, from time to time, in the matter as the 
 interests of the parties and the public may require. But in case 
 it shall appear to said court or judge that said corporation has 
 complied with the provisions of this act, and that it is not insol- 
 vent, a decree shall be entered annulling the act of the commis- 
 sioner in the premises and authorizing such corporation to con- 
 tinue business.'* 
 
 700b. Dissolution of Banks Without Capital Stock. 
 
 Whenever it shall appear to the commissioner of banking, 
 from any report of condition of any corporation not having any 
 capital stock and doing business exclusively for the benefit of de- 
 positors, or from any examination made by him, or from the re- 
 port of any examination made to him, of the condition of the 
 affairs of such corporation that any such corporation has com- 
 mitted any violation of its charter or law, or its [is] conducting 
 its business and affairs in an unsafe and unauthorized manner, he 
 shall by an order under his hand and seal of office, direct the 
 discontinuance of such illegal and unsafe or unauthorized prac- 
 tice and direct strict conformity with the requirements of the 
 law, and with safety and security in its transactions; and when- 
 ever any such corporation shall refuse or neglect to comply with 
 any such order, as aforesaid, or whenever it shall appear to the 
 commissioner that it is unsafe or inexpedient for any such cor- 
 poration to continue to transact business, or that any trustee or 
 officer of any such corporation has abused his trust, or been 
 guilty of misconduct or malversation in his official position in- 
 jurious to the corporation or to its depositors, he shall com- 
 municate the facts to the attorney general who shall thereupon 
 institute such proceedings as the nature of the case may require. 
 The proceedings instituted by the attorney general may be by 
 
 (93) Sec. 6, Act of Feb. 11, 1895, P. L. 8. 
 
PRIVATE CORPORATIONS IN PENNSYI.VANIA. 1 53 
 
 quo warranto in the court of common pleas of the county of 
 Dauphin for the removal of one or more of the trustees or man- 
 agers, and the substitution of others, or for the transfer of the 
 corporate powers to other persons, or for the withdrawal of cor- 
 porate powers or the consolidation and merger of the corpora- 
 tion with any other corporation of similar character that may be 
 willing to accept of the trust, or for such other and further re- 
 lief or correction as the particular facts communicated to him 
 shall seem to require, and the court before which such proceed- 
 ings shall be instituted shall have power to grant such orders, 
 and in its discretion from time to time, modify or revoke the 
 same, and to grant such relief and render such judgment as the 
 facts or evidence in the case and the situation of the parties and 
 the interests involved shall seem to require, or if it shall appear 
 to the said court that the interests of the public so require, the 
 said court shall decree a dissolution of such corporation and a 
 distribution of its effects."* 
 
 700c. Dissolution of Banks, Trust Companies, Etc., Refusing to 
 Submit to Examinations. 
 
 In case any corporation shall refuse to submit its books, papers 
 and affairs to the inspection of the said commissioner or his 
 deputy, or of any examiner designated as aforesaid, or the of- 
 ficers thereof shall refuse to submit to be examined upon oath 
 touching the affairs of such corporation, or if such corporation 
 shall be found to have violated any law of this state binding upon 
 such corporation, the commissioner may refer the same to the 
 attorney-general whose duty it shall then become to institute for 
 such causes similar proceedings against such corporation as are 
 authorized by the preceding section."^ 
 
 700d. Dissolution of Banks, Trust Companies, Etc., In an Unsafe 
 Condition. 
 
 If from any examination of the papers, books and affairs of 
 any corporation, with or without capital, the commissioner of 
 banking shall have reason at any time to conclude that such cor- 
 poration is in an unsound and unsafe condition to do business, or 
 that its business or manner of conducting the same is injurious 
 and contrary to the interest of the public, the commissioner of 
 banking shall forthwith communicate the facts to the attorney- 
 
 (94) Sec. 7, Act of Feb. 11, 1895, P. L. 8. 
 
 (95) Sec. 8, Act of Feb. 11, 1895, P. L. 8. 
 II 
 
154 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 general vi^ho shall forthwith make application to the court of 
 common pleas of the county of Dauphin, or to a law judge there- 
 of, for the appointment of a receiver to take charge of such cor- 
 poration's property and wind up its business. Such receiver shall 
 proceed and wind up the business and affairs of said corporation 
 tmder and subject to the orders of the court of common pleas 
 aforesaid. Said court shall also approve the amount and se- 
 curity of the bond to be given by said receiver for the faithful 
 performance of his duties."® 
 
 A receiver appointed under the foregoing provision will not be 
 discharged until all outstanding claims have been collected and 
 all the assets converted into money for distribution."' 
 
 700e. Appointment of Temporary Beceivers of Banks, Trust Com- 
 panies, Etc. 
 
 Provided, however, That if the commissioner of banking shall 
 at any time deem it necessary for the immediate protection of 
 the depositors and other creditors of any such corporation, he 
 may, after hearing before the attorney-general of the Com- 
 monwealth (of which hearing the said corporation shall have 
 notice), appoint some suitable person as temporary receiver, 
 who shall first give to the Commonwealth a good and sufficient 
 bond with two sureties to be approved by said commissioner, con- 
 ditioned for faithful performance of duty, and shall forthwith 
 take possession of said corporation's property and business and 
 retain possession thereof pending like proceedings, as aforesaid, 
 which shall be forthwith instituted in the court of common pleas 
 of Dauphin county, at which time the compensation of said re- 
 ceiver shall be fixed by said court. And said commissioner of 
 banking, after having so appointed said temporary receiver, shall 
 (if he deems it safe and to the best for all interests concerned), 
 have power at any time to withdraw said temporary receiver 
 and cancel his appointment and surrender possession of said cor- 
 poration and its property to said corporation without further 
 proceedings or order."' 
 
 700f. Injunction by Banks, Trust Companies, Etc., Against IMsso- 
 lution Proceedings. 
 
 Whenever a corporation which shall deny that there is a good 
 reason for the institution of either of the proceedings as afore- 
 
 (96) Sec. 9, Act of Feb. 11, 1895, P. L. 8. 
 
 (97) Com. V. Standard Trust Co., 31 Pa. C. C, 206 (1905)- 
 
 (98) Sec. 9, Act of Feb. 11, 1895, P. L. 8. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 155 
 
 said, or that its business should be closed, or that it should be dis- 
 solved, it shall forthwith file its answer in said court of common 
 pleas of the county of Dauphin, or make application to said 
 court, or the law judge thereof, and ask for an order to enjoin 
 further proceedings in the premises; whereupon the said court, 
 or law judge thereof, after hearing the allegations and proofs 
 of the respective parties, shall make such order in the matter as 
 the interest of the parties and that of the public may require."' 
 
 The above act makes no provision for an appeal from an order 
 of the court of common pleas of Dauphin county dissolving the 
 corporation. If an appeal be taken it can be regarded by the 
 appellate court only as a certiorari, taking up nothing except the 
 record in the case.^"" 
 
 A traverse to an averment of insolvency in a petition by the 
 Attorney-General for a receiver to wind up the affairs of a trust 
 company should be positive and unequivocal, and it is not a suf- 
 ficient traverse to deny the necessity for dissolution on the ground 
 that the company had voluntarily closed its doors, not on account 
 of insolvency, but to conserve and distribute its assets, and even 
 a positive traverse is insufficient if the fact that the company has 
 closed its doors is admitted.^ 
 
 701. Foreign Corporations Doing Business in Pennsylvania Be- 
 quired to Have Local Office. 
 
 The Act of June 8, 191 1, P. L. 710, given in the following sec- 
 tions, revolutionizes the method of making service on foreign 
 corporations, except on insurance companies, which has obtained 
 in Pennsylvania since the passage of the Act of June 22, 1874, 
 P. L. 108, which act is repealed by said Act of June 8, 191 1. 
 
 The purpose of said Act of June 8, 191 1, was to do away with 
 the requirement that foreign corporations should have a regis- 
 tered agent in every place in which they did business in the state, 
 and to provide one registered agent upon whom the Secretary of 
 the Commonwealth could always make service as long as a claim 
 existed in favor of citizens of Pennsylvania against the foreign 
 corporation registering the same. 
 
 Under the Act of April 22, 1874, as construed by the courts, a 
 
 (99) Sec. 9, Act of Feb. 11, 1895, P. L. 8. 
 
 (100) Commonwealth v. Tradesmen's Trust Co. of Philadelphia, 237 
 Pa., 316 (1912). 
 
 (i) Commonwealth v. Tradesmen's Trust Co. of Philadelphia, 237 
 Pa., 316 (1912). 
 
156 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 foreign corporation could register any one as its agent, enter into 
 a contract, terminate its business in the state, the resident agent 
 move away and leave the citizens of Pennsylvania without rem- 
 edy. 
 
 Section 5 of Article XVI of the Constitution, which requires 
 that no foreign corporation shall do any business in this state 
 without having one or more known places of business, and an 
 authorized agent or agents in the same upon whom process may 
 be served, remains, of course, unaffected by the repeal of the 
 Act of 1874, but, inasmuch as, since said repeal, there is no law 
 requiring the registration of such agents, it might be necessary 
 in the case of each service of process to affirmatively show that 
 the person served was in fact the agent of the corporation. 
 
 Such being the case, it would seem that the safer way will be 
 to make service in all cases upon the Secretary of the Common- 
 wealth, as the agent and attorney of the corporation, the penalty 
 provided in Section 4 of the act being probably sufficient to pre- 
 vent any foreign corporation from failing to appoint the Secre- 
 tary of the Commonwealth its attorney and agent under the act. 
 
 701a. Definition of "Foreign Corporation." 
 
 The term "foreign corporation," as used in this act, shall mean 
 every corporation which has been established, organized, or 
 chartered under laws other than those of the Commonwealth.'' 
 
 701b. Foreign Corporations to Appoint the Secretary of the Com- 
 monwealth Attorney for Service of Process. 
 
 Every such foreign corporation, before doing any business in 
 this Commonwealth, shall appoint, in writing, the Secretary of 
 the Commonwealth and his successor in office to be its true and 
 lawful attorney and authorized agent, upon whom all lawful pro- 
 cesses in any action or proceeding against it may be served ; and 
 service of process on the Secretary of the Commonwealth shall 
 be of the same legal force and validity as if served on it; and 
 the authority for such service of process shall continue in force 
 so long as any liability remains outstanding against it in the 
 Commonwealth. The power of attorney shall be executed with 
 the seal of the corporation, and signed by the president and sec- 
 retary thereof; and shall contain a statement showing the title 
 and purpose of said corporation, the location of its principal 
 
 (2) Sec. I, Act of June 8, 1911, P. L- 7iO- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 1 57 
 
 place of business in the Commonwealth, and the postoffice ad- 
 dress within the Commonwealth to which the Secretary of the 
 Commonwealth shall send by mail any process against it served 
 on him; which address said corporation may change, from time 
 to time, as it may find occasion, by filing a certificate, under its 
 corporate seal, with the Secretary of the Commonwealth, setting 
 forth such change of address. Upon the payment of a fee of 
 ten dollars, for the use of the Commonwealth, the said power of 
 attorney and statement shall be filed in the office of the Secre- 
 tary of the Commonwealth, and copies certified by him shall be 
 sufficient evidence thereof. Service of such process shall be made 
 by the sheriff of Dauphin county, by leaving two copies of the 
 process and a fee of two dollars in the hands, or at the office, of 
 the Secretary of the Commonwealth; and he shall make due re- 
 turn of his service of said process to the court, magistrate, or 
 justice of the peace issuing the same. Such process may be is- 
 sued by any court or magistrate or justice of the peace having 
 jurisdiction of the subject-matter in controversy, in any county 
 of the Commonwealth in which said corporation shall have its 
 principal place of business, or in such county in which the right of 
 action arose. Upon the filing of the said power of attorney with 
 the Secretary of the Commonwealth, it shall be his duty to cer- 
 tify forthwith to the Auditor General the corporate name of the 
 corporation filing the same, and the location of its principal place 
 of business in the Commonwealth, as set forth in said power of 
 attorney.^ 
 
 701c. Secretary of Commonwealth to Serve Process. 
 
 When legal process against any such corporation has been 
 served upon the Secretary of the Commonwealth, he shall imme- 
 diately send by mail, postage prepaid, one copy of such process, 
 directed to the corporation at the postoffice address designated 
 by it as hereinbefore provided. The fee of two dollars paid by 
 the plaintiff to the Secretary of the Commonwealth, at the time of 
 the service, shall be taxed in his costs if he prevails in the suit. 
 The Secretary of the Commonwealth shall keep a record of the 
 day and hour of the service of such process on him, and a cer- 
 tified copy of such record shall be sufficient evidence thereof.* 
 
 (3) Sec. 2, Act of June 8, 1911, P. L. 710. 
 
 (4) Sec. 3, Act of June 8, 1911, P. I,. 710. 
 
158 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 70 Id. Penalty for Failure to Comply Witli Act— Corporations not 
 Complying not to Have Bights of Action. 
 
 Any person or persons, agent, officer, or employee of any such 
 foreign corporation, who shall transact any business within this 
 Commonwealth, for any such foreign corporation, without the 
 provisions of this act being complied with, shall be guilty of a 
 misdemeanor, and upon conviction thereof shall be punished by 
 imprisonment not exceeding thirty days, and by a fine not ex- 
 ceeding one thousand dollars, or either, at the discretion of the 
 court trying the same: Provided, That the failure of any such 
 corporation to file the power of attorney and statement aforesaid, 
 with the Secretary of the Commonwealth, shall not impair or 
 affect the validity of any contract with such corporation, and 
 actions or proceedings at law or in equity may be instituted and 
 maintained on any such contract; but no such action shall be 
 instituted or recovery had by any such corporation, on any such 
 contract, either expressed or implied, in any of the courts of this 
 Commonwealth, or before any justice of the peace or magistrate 
 thereof, until such corporation complies with the provisions of 
 this act : And provided further, Before any such corporation can 
 institute any action in any of the courts of this Commonwealth, 
 or before any justice of the peace or magistrate thereof, on any 
 cause of action arising prior to the filing of the power of attorney 
 and statement provided for in section two of this act, it shall 
 pay to the Secretary of the Commonwealth, for the use of the 
 Commonwealth, a license fee or fine of two hundred and fifty 
 dollars ($250.00) : Provided further, however, That this act 
 shall not extend or be construed to give validity to any contracts, 
 other than contracts between depositors and persons or corpora- 
 tions engaged in the business of receiving deposits of money sub- 
 ject to check, entered into by corporations prior to the passage 
 of this act, nor to give to foreign corporations any right to en- 
 force such contracts, other than contracts between depositors 
 and persons or corporations engaged in the business of receiving 
 deposits of money subject to check, if such right did not exist 
 at the time such contracts were entered into ; but actions or pro- 
 ceedings at law or in equity may be instituted and maintained, 
 and recovery may be had in any pending action, on contracts be- 
 tween depositors and persons or corporations engaged in the 
 business of receiving deposits of money subject to check, al- 
 
PRIVATE CORPORATIONS IN PBNNSYI^VANIA. 1 59 
 
 though said contracts may have been entered into prior to the 
 passage of this act.® 
 
 701e. Repeal of Act of April 22, 1874, P. L. 108— Act not to Apply 
 to Foreign Insurance Companies. 
 
 The act, entitled "An act to prohibit foreign corporations from 
 doing business in Pennsylvania, without having known places of 
 business and authorized agents," approved the twenty-second 
 day of April, one thousand eight hundred and seventy-four 
 (Pamphlet Laws, one hundred and eight), be and the same is 
 hereby repealed, and all other acts of Assembly, inconsistent 
 with the provisions hereof or supplied hereby, are also hereby 
 repealed: Provided, however, That the license fee or fine of 
 two hundred and fifty dollars ($250.00), prescribed in the fourth 
 section of this act, shall not be required of or imposed upon any 
 foreign corporations now duly registered under said act, ap- 
 proved the twenty-second day of April, one thousand eight hun- 
 dred and seventy-four, hereby repealed, if such foreign corpora- 
 tion shall file the power of attorney and statement, provided for 
 in section two of this act, in the office of the Secretary of the 
 Commonwealth, within one year after the date of the approval 
 hereof; nor shall the repeal of said act be construed as in any 
 wise affecting the existing rights or liabilities of any foreign cor- 
 poration now duly registered thereunder : And provided further. 
 That this act shall not be construed to apply to foreign insurance 
 companies, but the doing of business in this Commonwealth by 
 such companies shall be regulated by existing laws.* 
 
 702. status of Foreign Corporations Doing Business in Pennsyl- 
 vania WMch Have not Complied With the Requirements 
 Relative to Registration. 
 
 Where a contract sued on in Pennsylvania by a foreign cor- 
 poration purports to have been executed in the state of plaintiff's 
 domicile, an affidavit of defense is insufficient which sets out that 
 the plaintiff was doing business in Pennsylvania without having 
 registered, alleging that it maintained an office in Philadelphia, 
 with agents in charge where it transacted its ordinary business^ 
 and that the contract was procured through such agents but does 
 
 (5) Sec. 4, Act of June 8, 1911, P. L. 710. 
 
 (6) Sec. 5, Act of June 8, 1911, P. I,. 710. 
 
l6o PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 not set out the nature of the business there transacted or of the 
 agency."* 
 
 An unregistered foreign corporation may bring suit against a 
 domestic corporation on a contract made and to be performed in 
 another state.*" 
 
 In a suit for the price of iron delivered under a written con- 
 tract, defendant averred that the contract had been rescinded, 
 and that delivery was made under a new contract made in Penn- 
 sylvania where the suit was brought, in which state the plaintiff, 
 a foreign corporation, was not registered. Held, that an affidavit 
 of defense laid no foundation for such claim where it did not 
 show any new contract, except such as may have arisen from the 
 shipment of the iron from another state, and its receipt in Penn- 
 sylvania.' 
 
 A foreign corporation may maintain an action of replevin in 
 Pennsylvania to demand personal property which has been taken 
 from it by one who has had no contractual relation with the com- 
 pany although such corporation is not registered under the Act 
 of April 22, 1874.''* 
 
 While the court will not aid unregistered foreign corporations 
 to enforce contracts, they will assist them to obtain possession of 
 their property, and hence an unregistered foreign corporation 
 may maintain replevin for property seized by a constable for rent 
 while in the possession of a commission merchant, to whom it 
 had been consigned.* 
 
 In an action by a vendor against a vendee for the price of 
 goods sold, an averment in the affidavit of defense that the plain- 
 tiff is an unregistered foreign corporation is insufficient to pre- 
 vent judgment, unless there is a further averment that the mat- 
 ter involved is an intra-state transaction, or that the corporation 
 
 (6*) Tacony Iron Co. v. Sloss-Sheffield Steel & Iron Co., 188 Fed. Rep., 
 896 (1911). 
 
 (6**) Tacony Iron Co. v. Sloss-Sheffield Steel & Iron Co., 188 Fed. Rep., 
 896 (1911). 
 
 (7) Tacony Iron Co. v. Sloss-Sheffield Steel & Iron Co., i88 Fed. Rep., 
 896 (1911)- 
 
 (7*) U. S. Circle Swing Co. v. Reynolds, 224 Pa., 577 (1909). 
 
 (8) Berryhill Mineral Springs Co. v. Pile, 17 D. R., 246 (1907) ; 35 
 Pa. C. C, 3S4; National Cash Register Co. v. Shurber, 41 Pa. Super. Ct., 
 187 (1909)- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. l6l 
 
 was doing business within the state in the particular transaction 
 contrary to the act of Assembly.' 
 
 A foreign corporation whose charter designates its business 
 office as located in Pennsylvania, whose officers and directors per- 
 manently reside therein, and whose meetings, except its annual 
 meetings, are held in said state, is within the jurisdiction of the 
 local courts, although it has not filed a registry in compliance with 
 the provisions of the Act of 1874, and the service of a bill in 
 equity upon its president to compel the registry of a transfer of 
 its stock, and the issuance of a new certificate to the assignee, 
 will be sustained. Such a controversy does not involve the ques- 
 tion of internal management, but concerns merely the relations 
 of the corporation to a third party.^" 
 
 The incorporators or members of unregistered foreign corpora- 
 tions are not liable as partners, for the debts of their corpora- 
 tions.^* 
 
 In a suit by a foreign corporation to recover damages incurred 
 by the plaintiff through the failure of the defendant to accept 
 a car-load of flour, an affidavit of defense which alleges that 
 the plaintiff is a foreign corporation engaged in doing business 
 within the state, that the contract involved in the suit was made 
 in the state, and that the plaintiff may not recover because of fail- 
 ure to register under the Act of April 22, 1874, is sufficient.** 
 
 In an action in which the plaintiff is a foreign corporation, an 
 affidavit of defense is insufficient which avers merely that the 
 plaintiff is a foreign corporation doing business illegally in Penn- 
 sylvania, without setting out when or how the plaintiff is doing 
 business, nor that the transaction involved in the suit was any 
 part of the business transacted by the plaintiff company in Penn- 
 sylvania.*' 
 
 A foreign corporation which has not registered under the 
 
 (9) Independent Brick Co. v. Biddle, 17 D. R., 1083 (1908). 
 
 (10) Pitts V. Pittsburgh Metals, Mining and Milling Co., 17 D. R., 821 
 (1908). 
 
 (11) Stephenson v. Dodson, 36 Pa. Super. Ct., 343 (1908) ; Stoner v. 
 Phillipi, 41 Pa. Super. Ct., 118 (1909). 
 
 (12) Quirk Milling Co. v. Grausam, 15 Luz., 218 (1910). 
 
 (13) Arms Pocket-Book & Leather Novelty Co. v. Posey, 40 Pa. Super. 
 Ct., 361 (1909). 
 
l62 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Act of April 22, 1874, may institute an action in replevin against 
 one who has no contractual relation with it.^* 
 
 A foreign corporation which, without maintaining an office in 
 Pennsylvania or transferring any part of its capital thereto, or 
 prosecuting its ordinary business therein, receives orders for 
 goods and delivers the same in that state, may maintain an action 
 of replevin without having previously registered under the Act 
 of April 22, 1874." 
 
 It seems that a foreign corporation doing business in the 
 United States, whether doing business in Pennsylvania or not, 
 may file for record a trade mark under the Act of June 20, 1901, 
 P. L. 582, although it may not have registered under the provi- 
 sions of the Act of April 22, 1874.^" 
 
 A foreign corporation doing business in Pennsylvania entering 
 into a contract for the sale of building lots within the Common- 
 wealth before receiving a certificate authorizing it to do business 
 in the state may not recover on said contract,^"* and where a 
 citizen of Pennsylvania signs a building contract as agent for an 
 unregistered foreign corporation, with knowledge of the status of 
 the company and the contractor has no such knowledge, the agent 
 will be personally liable on the contract.^^ 
 
 703. What Constitutes the Doing of Business in Pennsylvania 
 Within the Meaning of the Act of April 22, 1874. 
 
 Where a number of persons enter into a contract in writing 
 with a foreign corporation not registered in Pennsylvania, by 
 which they agree to organize a Pennsylvania corporation, sub- 
 scribe to the stock thereof, and pay, out of the money subscribed 
 for, a plant to be erected by said foreign corporation for the new 
 company, and, in pursuance of said agreement, the proposed cor- 
 poration is organized, a large part of the subscription paid, the 
 plant erected and the foreign corporation paid in full, certain 
 subscribers who have not paid the amount of their subscriptions 
 may not, in an action against them by the Pennsylvania company, 
 
 (14) National Cash Register Co. v. Shurber, 41 Pa. Super. Ct, 187 
 (1909). 
 (is) Hall's Safe Company v. Walenk, 42 Pa. Super. Ct., 576 (1910). 
 
 (16) Wadsworth, Rowland & Company, 19 D. R., 366 (1909) ; op. Atty. 
 Gen. ; 37 Pa. C. C, 77- 
 
 (16*) Brentwood Realty Co. v. Souder, 27 Montg. C. L- R., 1S7 (1911). 
 
 (17) Raff V. Israan, 235 Pa., 347 (1912) ; 84 Atlantic Rep., 352. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 163 
 
 set up that the whole contract is invalid because made with an 
 unregistered foreign corporation.^' 
 
 A foreign corporation whose operations in Pennsylvania are 
 confined to the employment of an agent therein who exhibits 
 samples and takes orders for the sale and delivery of goods at its 
 place of business in another state is not doing business in Penn- 
 sylvania within the meaning of the Act of April 22, 1874.^° 
 
 A foreign corporation incorporated for the purpose of buying 
 and selling real estate does business within the meaning of the 
 Act of April 22, 1874, when it makes a single sale of Pennsyl- 
 vania real estate in that state, and the officers of such corpora- 
 tion failing to register are guilty of a misdemeanor.^" 
 
 A foreign corporation took orders for lumber by its agent in 
 Pennsylvania, transmitting them to its place of business in the 
 state of New York, where, if approved by the secretary of the 
 company, the orders were filled and the lumber shipped thence 
 to the purchasers. It maintained an office, at the time certain 
 sales were made, in Lancaster, Pennsylvania, through which 
 orders were sent to its place of business in New York, whence, 
 upon the approval of the orders there, lumber was shipped into 
 Pennsylvania. Remittances for such orders were made to this 
 office, which was called the correspondent's office, and was used 
 by the president and treasurer, whose home was in Lancaster, in 
 his capacity of sales agent, and orders which were taken by 
 others than by the president and treasurer, which went directly 
 to an office at North Tonawanda, were approved by him at Lan- 
 caster or wheresoever he happened to be found. In connection 
 with its Lancaster office, the company had a bank account with a 
 Lancaster bank. Held, that the company in transacting such 
 business did not come within the prohibition of the Act of 1874, 
 and further that the taking of several orders for certain lum- 
 ber not of the kind dealt in by the foreign corporation, which 
 were filled by shipping such lumber directly to the purchaser 
 from within the state, did not constitute the doing of business 
 
 (18) Altoona Sanitary Milk Co. v. Armstrong, 38 Pa. Super. Ct., 350 
 (1909). 
 
 (19) Federal Glass Co. v. Lorentz, 49 Pa. Super. Ct., 585 (1912) ; Rice 
 & Hutchins N. Y. Co. v. Carsman, 15 Luz. L. R., 435 (1911). 
 
 (20) Com. V. Nolde, 44 Pa. Super. Ct, iil (1909) ; i Berks, 26 (1908). 
 
164 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 within the state, such transaction being merely incidental to the 
 interstate business in which the company was engaged.^^ 
 
 Isolated transactions, commercial or otherwise, taking place 
 between a foreign corporation domiciled in one state and a citi- 
 zen of another state do not constitute the doing or carrying on of 
 business by the foreign corporation within the latter state. Where 
 the officers of a foreign corporation contracted in Pennsylvania 
 for the purchase of a machine to be manufactured and the corpo- 
 ration is registered under the Act of April 22, 1874, a few days 
 after the contract was made and long before the completion and 
 delivery of the machine, the officers making the contract cannot 
 be held individually liable for the price of the machine, where 
 it appears that the company had done no other business in Penn- 
 sylvania, and that the manufacturers knew that the parties with 
 whom they were dealing represented the corporation.^^ 
 
 704. The Burden of Proof is on the Foreign Corporation to Show 
 
 Compliance with the Provisions of the Act of April 22, 
 1874. 
 
 But where a foreign corporation bringing an action of as- 
 sumpsit within the Commonwealth, avers in its statement of 
 claim that it is a foreign corporation, and has duly registered in 
 Pennsylvania, which averment is not denied in the affidavit of 
 defense, the corporation is not bound to affirmatively prove its 
 registration at the trial,^^ but where such a corporation sets up its 
 non-registration as a defense, and neither registration nor non- 
 registration is shown, the court will not assume the fact of non- 
 registration.^* 
 
 705. Foreign Corporations Must Begister All of Their Agents in 
 
 the State. 
 
 Where a foreign corporation duly registers an office and an 
 agent under the provisions of the Act of April 22, 1874, and 
 thereafter performs a municipal contract for paving in a county 
 other than that in which the designated office is located, the fact 
 that the company did not register an office in the county where 
 
 (21) Spider Lake Saw Mill & Lumber Company v. Geisel's Executor, 
 36 Pa. C. C, 625 (1909) ; 19 D. R., 959; 12 Dau. Co. R., 248. 
 
 (22) Stoner v. Phillipi, 41 Pa. Super. Ct, 118 (1909). 
 
 (23) Keystone Wrapping Machine Co. v. Bromeier, 42 Pa. Super. Ct., 
 384 (1910). 
 
 (24) McGibeny v. Berks-Nassau Realty Company, i Berks, 177 (1909) ; 
 23 York, 9. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 165 
 
 the wrork was done, and an agent for the transaction of its busi- 
 ness therein, is not a bar to recovery by scire facias upon a mu- 
 nicipal claim for an assessment against a land owner's property, 
 the claim having been filed, and the scire facias issued, in the 
 name of the city for the use of the contracting corporation. In 
 such a case the rights of the legal plaintiff alone may be regarded 
 and must prevail. ^° 
 
 A foreign corporation engaged in the iron business had ore 
 mines in Michigan, a principal office in Ohio, an office for the 
 transaction of business in the city of Pittsburgh and a registered 
 agent in the state of Pennsylvania. It also had another place of 
 business at Dunbar, Pennsylvania, where iron ore was smelted 
 and pig iron produced, to be smelted by a furnace company under 
 a contract made in Ohio by which the ores would be sold and 
 delivered to the furnace company from time to time and paid for 
 by pig iron delivered to the iron company and stored by it in the 
 yards which it leased. Held, that the iron company had suffi- 
 ciently complied with the requirement as to the registration of 
 agents and that it was not necessary to register an additional 
 agent for the place of business at Dunbar.^" 
 
 The registration by a foreign corporation of more than one 
 agent is required only in cases where there is, separate and apart 
 from the originally designated place of business, a separate busi- 
 ness place or a branch store or an independent establishment, 
 opened for the general transaction of business in the community 
 where the additional place of business is established.^' 
 
 706. Powers of Duly Kegistered Foreign Corporations. 
 
 A registered foreign corporation may maintain an action of 
 trespass within the Commonwealth, although it has not filed a 
 report of capital stock with the Auditor General.'''' 
 
 709. Kegistered Agents Continue Such Until Their Appointments 
 are Cancelled. 
 
 Where the registered agent of a foreign corporation is a stock- 
 holder of the company and also its secretary and treasurer, the 
 
 (25) Allentown i;. Ackerman, 37 Pa. Super. Ct., 363 (1908). 
 
 (26) Dunbar Furnace Co. v, Penna. R. R. Co., (Nos. i and 2) 237 
 Pa., 192, 201 (1912). 
 
 (27) Dunbar Furnace Co. v. Penna. R. R. Co., (Nos. i and 2) 237 
 Pa., 192, 201 (1912). 
 
 (27*) Penn Chemical Co. v. Ammerman, 40 Pa. C. C, 608 (1912). 
 
l66 PRIVATB CORPORATIONS IN PENNSYLVANIA. 
 
 fact that he has parted with his interest and resigned his offices 
 does not end his agency, but he still remains the agent of the 
 company for the service of process.'* 
 
 The Act of April 22, 1874, P- L. 108, places no restriction upon 
 the power of appointment, removal or substitution of registered 
 agents of foreign corporations. Service of process may not be 
 made upon a former registered agent of a foreign corporation 
 who has resigned, nor after a certificate of revocation of his ap- 
 pointment by the company has been filed in the office of the Sec- 
 retary of the Commonwealth and the company has ceased to do 
 business in Pennsylvania.'" 
 
 710. Torelgn Corporations May Bemove Suits to Federal Courts. 
 
 A foreign corporation doing business in Pennsylvania in pur- 
 suance of the laws of that state, is not precluded from removing 
 a case to the Federal courts ; and, where the petition for the re- 
 moval and the bond are sufficient, a state court will not consider 
 whether such corporation, by filing its agreement in court not to 
 remove any suits brought against it on its bond to a Federal court, 
 has waived its right of removal.'" 
 
 An action brought in the name of the Commonwealth for the 
 use of a county, at the suggeition of a school district, the actual 
 plaintiff, against a foreign corporation doing business in the state, 
 may bet' removed to a Federal court upon the petition of such 
 foreign corporation.'^ 
 
 712. Foreign Corporations Forbidden to Hold Heal Estate. 
 
 The incapacity of a foreign corporation to hold real estate may 
 be attacked only by the Commonwealth, and not by private citi- 
 zens. Such incapacity does not grant immunity to wrongdoers 
 against such foreign corporation." 
 
 A foreign corporation duly registered in Pennsylvania, which 
 has the chartered power to acquire and mortgage real estate, may 
 acquire and mortgage the same in Pennsylvania to secure its 
 bonds, subject to the right of the state to escheat the real estate 
 under the provisions of the Act of April 26, 1855, P. L. 329, Sec- 
 
 (28) Germantown Dairy Co. v. McCallum, 223 Pa., SS4 (1909). 
 
 (29) Nat. Bank of Smyrna v. R. G. Chase Company, 17 D. R., 869 
 (1908). 
 
 (30) Com. V. U. S. Fidelity & Guaranty Co., 18 D. R., 656 (1908). 
 
 (31) Com. V. U. S. Fidelity & Guaranty Co., 18 D. R., 656 (1909). 
 
 (32) Excelsior Company v. Sun Company, 11 Del., 294 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 167 
 
 tion 5, and the want of capacity of such company to hold and 
 dispose of such real estate can be asserted only by the Common- 
 wealth, and not by individuals.'^* 
 
 714. Poreign Iron, Steel, Glass and Quarrying Companies and Cor- 
 porations Formed for Bottling Spring Waters, the manu- 
 facture of Ice and the Manufacture of Garden and Horti- 
 cultural Implements and the Sale of Seeds, Bulbs, etc.. May 
 Hold Real Estate. 
 
 It shall and may be lawful for any company incorporated 
 under the laws of any other state for the manufacture of any 
 form of iron, steel, or glass, or for the quarrying of slate, granite, 
 stone, or rocks of any kind, or for dressing, polishing, or manu- 
 facturing the same, or any of them, or for any mineral springs 
 company incorporated for the purpose of bottling and selling nat- 
 ural and mineral spring water, or for any company incorporated 
 for the purpose of manufacturing, supplying and sale of ice, or 
 manufacturing and selling garden and horticultural implements, 
 and dealing in seeds, plants, bulbs, and flowers, to erect and main- 
 tain buildings and manufacturing establishments within this Com- 
 monwealth, and to take, have and hold real estate to an amount 
 necessary and proper for corporate purposes. Provided, That 
 nothing herein contained shall be deemed to prevent or relieve 
 real estate, taken and held by any such company under the pro- 
 visions of this statute, from being taxed in like manner with 
 other real estate within this Commonwealth : And provided fur- 
 ther, That no foreign corporation shall be entitled to employ any 
 greater amount of capital in any such business in this state than 
 the same kind of corporations organized under the laws of this 
 state are entitled to employ : And provided further, That every 
 such foreign corporation, doing business as aforesaid in this 
 Commonwealth, shall be liable to taxation to an amount not ex- 
 ceeding that imposed on corporations organized for similar pur- 
 poses under the laws of this state, and every such foreign cor- 
 poration taking the benefit of this act shall make the same re- 
 turns to the Auditor General that are now required by law of the 
 corporations of this state.^^ 
 
 It shall and may be lawful for any company incorporated 
 under the laws of any other state, for the manufacture of any 
 form of iron, steel, or glass, or for the quarrying of slate, gran- 
 
 (32*) In re Palmer Window Glass Co,, 183 Fed. Rep., 902 (191 1)- 
 (33) Act of April 20, 191 1, P. L. 68. 
 
l68 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ite, cement rock, stone, or rocks of any kind, or for dressing, 
 polishing, or manufacturing the same, or any of them, or for any 
 mineral springs company incorporated for the purpose of bottling 
 and selling natural mineral springs water, or for any company 
 incorporated for the purpose of manufacturing, supplying, and 
 sale of ice, or for the manufacture and sale of chemicals, or for 
 the manufacture and sale of foodstuffs and eatables, cement and 
 cement products, and the quarrying of cement rock, or for the 
 manufacture, buying, selling, leasing, using, and operation of 
 electrical apparatus and machinery, and articles of every kind 
 appertaining to or in any wise connected with the production, use, 
 regulation, control, distribution, or application of electricity or 
 electrical energy or products, for any use or purpose ; construct- 
 ing, acquiring, using, selling, buying, or leasing any works, con- 
 struction, or plant, or part thereof, connected with or involving 
 such use, distribution, regulation, control, or application of elec- 
 tricity, or the control or use of electrical apparatus for any pur- 
 pose, and of producing, furnishing, and supplying electricity or 
 electrical apparatus in any form and for any purpose, and to 
 carry on a general manufacturing business, to erect and maintain 
 buildings and manufacturing establishments within this Com- 
 monwealth, and to have and hold real estate to an amount neces- 
 sary and proper therefor: Provided, That nothing herein con- 
 tained shall be deemed to prevent or relieve real estate, taken and 
 held by such company under the provisions of this statute, from 
 being taxed in like manner with other real estate within this Com- 
 monwealth : And provided further, That no foreign corporation 
 shall be entitled to employ any greater amount of capital, in any 
 such business in this state, than the same kind of corporations or- 
 ganized under the laws of this state are entitled to employ : And 
 provided further. That every such foreign corporation, doing 
 business as aforesaid in this Commonwealth, shall be liable to 
 taxation to an amount not exceeding that imposed on corporations 
 organized for similar purposes under the laws of this state, and 
 every such foreign corporation taking the benefit of this act shall 
 make the same returns to the Auditor General that are now re- 
 quired by law of the corporations of this state.'* 
 
 The first of the preceding acts purports to amend the Act of 
 April 19, 1901, P. L. 86, which in turn amended the Act of June 
 
 (34) Act of June 23, 1911, P. L. mS- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 169 
 
 16, 1893, P. L. 466, which was amendatory of the Act of June 
 9, 1881, P. L. 89. 
 
 The Act of 1901, provided that foreign corporations of the 
 following classes might hold real estate in Pennsylvania : 
 
 Companies for the manufacture of iron, steel or glass, or for 
 the quarrying of slate, granite, stone or rocks of any kind, or 
 for the bottling of mineral spring water, or for the purpose of 
 manufacturing ice. 
 
 Said Act of 1901 was in turn amended by the Act of May 28, 
 1907, P. L,. 266, which added to the classes of foreign companies 
 which might hold real estate, companies for the quarrying of 
 cement rock, or for the manufacture of chemicals, or for the 
 manufacture of foodstuffs and eatables, cement and cement pro- 
 ducts. 
 
 The Act of April 27, 1909, P. L. 173, amended the Act of April 
 19, 1901, directly, and without any reference to the amendment to 
 said Act of May 28, 1907, P. L. 266, and the said Act of 1909 
 omits from the classes of foreign corporations which may hold 
 real estate, all the new classes enumerated in the Act of 1907, 
 but adds to the classes which may hold real estate enumerated in 
 the Act of 1901, companies for the manufacture of paper, wood- 
 pulp and chemical fibre. 
 
 The foregoing Act of April 20, 191 1, P. L. 68, again amends 
 the Act of April 19, 1901, directly, and without reference to 
 either of the acts amendatory thereof of May 28, 1907, P. L. 
 266, or April 27, 1909, P. L. 173, and consequently omits the 
 classes of foreign corporations permitted to hold real estate cov- 
 ered by said Acts of 1907 and 1909, and not covered by the Act of 
 1901, but adds to such classes companies for the manufacture of 
 garden and horticultural implements and the dealing in seeds, 
 plants, bulbs and flowers. 
 
 Coming now to the consideration of the immediately preceding 
 Act of June 23, 1911, P. L. 1115, it appears that the draughts- 
 man of the act was aware that there was a prior amendment of 
 1907, and he accordingly amends the act approved in that year 
 by providing that foreign corporations incorporated for "the 
 manufacture and sale of electrical apparatus," etc., may hold real 
 estate in Pennsylvania. 
 
 But this act overlooks the Act of April 27, 1909, P. L. 173, 
 which provided that foreign corporations incorporated for the 
 12 
 
170 privath; corporations in Pennsylvania. 
 
 manufacture of paper, wood pulp and chemical fibre might hold 
 real estate in Pennsylvania, and also overlooks the immediately 
 preceding Act of April 20, 1911, P. L. 68, permitting foreign 
 companies engaged in "the manufacture and sale of garden and 
 horticultural implements," etc., to hold real estate within the 
 Commonwealth. 
 
 These acts constitute a series of legislative blunders which it 
 is difficult to contemplate with patience. 
 
 721. When Foreign Corporations not Having the Right to Hold 
 
 Real Estate in Pennsylvania May Convey and Make Title 
 to Such Real Estate Heretofore Acquired by Them. 
 
 Whenever any corporation incorporated and existing under the 
 laws of any other state of the United States, doing business in 
 this state and having therein one or more known places of busi- 
 ness and an authorized agent or agents upon whom process may 
 be served, and not having the right to own or hold real estate in 
 this Commonwealth, has heretofore acquired and is now holding 
 the title to any real estate in this Commonwealth, such corpora- 
 tion is hereby authorized and empowered to make conveyance of 
 such real estate to any citizen of the United States, or to any 
 corporation chartered under the laws of this Commonwealth 
 and authorized to hold real estate, and such citizen or corporation, 
 grantee as aforesaid, shall hold and may convey such title and 
 estate in fee to any purchaser thereof, and such title shall be in- 
 defeasible against the Commonwealth or any person or corpora- 
 tion claiming the same.'" 
 
 722. Grantees of Real Estate of Foreign Corporations Before In- 
 
 quisition May Hold and Convey the Same Indefeasibly. 
 
 Where any conveyances of real estate, in this Commonwealth, 
 have been made by any foreign corporation or corporations not 
 having the right to own and hold the same, to any citizen of the 
 United States, or to any corporation chartered under the laws of 
 this Commonwealth and authorized to hold real estate, such citi- 
 zen or corporation, grantee as aforesaid, shall hold and may con- 
 vey such title and estate indefeasibly, as to any right of escheat 
 in this Commonwealth by reason of such real estate having been 
 held by a corporation not authorized to hold the same by the 
 laws of this Commonwealth.'® 
 
 (35) Sec. I, Act of June 23, 191 1, P. L. 1114. 
 
 (36) Act of March 7, 1911, P. L. 13; Act of April 23, 1909, P. L. 172. 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 171 
 
 Where any real estate in this Commonwealth, heretofore held 
 by or for any corporation or corporations not having the right 
 to own and hold the same, has been conveyed to any citizen of 
 the United States or to any corporation authorized by the laws 
 of this Commonwealth to hold the same, such citizen or corpora- 
 tion, grantee as aforesaid, shall hold and may convey such title 
 and estate indefeasibly as to any right of escheat in this Common- 
 wealth, by reason of such real estate having been held by or for 
 a corporation not authorized to hold the same by the laws of this 
 Commonwealth.'' 
 
 724. Validation of Contracts Made by Foreign Corporations Before 
 Registering in Pennsylvania. 
 
 Where a foreign corporation not registered in Pennsylvania 
 brings suit in that state and judgment is entered against it on the 
 sole ground of its having failed to register, and thereafter and 
 prior to the passage of the Act of May 23, 1907, P. L. 205, it 
 registers, and then institutes another suit against the same de- 
 fendant for the same cause of action, the second action is not 
 barred by the prior judgment.'* 
 
 The Act of May 23, 1907, which gives foreign corporations 
 who have failed to register prior to the making of a contract the 
 right to recover upon it under certain circumstances, is constitu- 
 tional. It does no more than remove the bar imposed by the leg- 
 islature and does not impair the obligation of the contract or di- 
 vest private property without due process of law.'® 
 
 727a. Foreign Public Service Corporations. 
 
 After January i, 1914 (see Section 2217), a foreign public 
 service corporation may not exercise such of its powers and 
 franchises as it is permitted to exercise within the Common- 
 wealth until it has obtained the consent of the Public Service 
 Commission. See Section 2103. 
 
 728a. Foreign Corporations Hay Build Lateral Bailroads Under 
 the Provisions of the Act of Hay 5, 1832, P. L. 501. 
 
 A foreign corporation, authorized to hold real estate in Penn- 
 sylvania to an amount necessary and proper for its purposes may 
 
 (37) Act of March 27, 1913 P. L. 9; Act of June 15, 1911, P. L. 955- 
 
 (38) Pittsburgh Construction Company v. West Side Belt Railroad 
 Company, 227 Pa., 90 (1910). 
 
 (39) Pittsburgh Construction Co. v. West Side Belt R. R. Co., 232 Pa., 
 578 (I911). 
 
172 PRIVATB CORPORATIONS IN PENNSYLVANIA. 
 
 construct a lateral railroad under the provisions of the Act of 
 May 5, 1832, P. L. 501 and the supplements thereto." 
 729a. Mechanics' Liens Filed by Foreign Corporations. 
 
 A mechanics' lien filed by a foreign corporation is not insufH- 
 cient because it does not set out the corporation's authority to do 
 business in Pennsylvania, vi^here the contract under which the 
 material was furnished and labor performed was made with the 
 plaintiff in another state from whence the material was shipped 
 direct for installation." 
 734. Stockholders in Foreign Corporations. 
 
 A cause of action to enforce a stockholder's statutory liability 
 for corporate debts after insolvency of the corporation, under 
 the laws of another state, is barred by the statute of limitations 
 after six years from the date when the right of action accrued.*^* 
 
 Owners of separate judgments against an insolvent foreign 
 corporation, which entitle them under the laws of the state of 
 the domicile of such corporation to maintain an action against 
 any stockholder in such company whose stock is not fully 
 paid, may not join in such an action against a stockholder, their 
 causes of action being personal and several."*' 
 
 It is no defense to a suit brought by the receivers of a foreign 
 corporation against a resident of Pennsylvania that defendant 
 was not made a party to the proceeding in which the receivers 
 were appointed. In such case the appointment of the receivers 
 and the laying of an assessment, make a separate averment of 
 the insolvency unnecessary in the statement. Neither is an affi- 
 davit necessary in the statement that the records referred to 
 therein are true. Statutes effecting a remedy, without increasing 
 the liability of a party, are not invalid as impairing the obliga- 
 tion of a contract.** 
 
 In an action brought by the receiver of a foreign corporation 
 against a Pennsylvania stockholder for the amount of his unpaid 
 subscription, based upon a decree of the court of the state in 
 which the corporation was formed adjudging insolvency and de- 
 
 (40) Warren Silica Company's Petition, 21 D. R., 367 (1911). 
 
 (41) Northern Elec. Mfg. Co. v. Columbia Brewing Co., 6 Schuyl., 23 
 (1910). 
 
 (41*) Little V. Kohn, 185 Fed. Rep., 295 (1911). 
 (41**) Bagnell v. Ives, 184 Fed. Rep., 466 (1911). 
 
 (42) Receivers v. Deardorff, 25 York L. R., 113 (1911). See Agnew 
 Company's Receiver v. Gerhard's Executrix, 41 Pa. C. C, 173. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I73 
 
 creeing payment by said stockholder of his said subscription, an 
 affidavit of defense is insufficient vk^hich avers that the defendant 
 was not served in the suit against the company, nor notified 
 thereof, where it is not denied that payment of the unpaid sub- 
 scription is necessary ; nor is it a defense in such an action that a 
 promoter promised the defendant that he should receive a con- 
 tract upon which his subscription should be credited, that he 
 would incur no further liability, and that his notes given in pay- 
 ment of his subscription were afterwards returned with the un- 
 derstanding that his subscription was cancelled.*^ 
 
 Where a testator leaves shares of stock in a foreign corpora- 
 tion to his executors in trust for the purpose declared in his will, 
 and a decree is entered awarding the stock in question to them, 
 a decree of court of the state of the corporation's domicile, sub- 
 sequently entered, levying an assessment against testator's execu- 
 tors, is no ground for an entry of judgment in Pennsylvania 
 against the trustees. As long as the stock stands in the hands 
 of the trustees it is discharged of liability for indebtedness of 
 the testator's estate, and a decree awarding the stock to the trus- 
 tees may not be impeached collaterally. It is immaterial in such 
 case that the trustees and the executors of the will are the same 
 persons." 
 
 A defendant in a foreign judgment recovered in a proceeding 
 to collect an assessment on the stock of a foreign corporation, 
 who was served only by publication, may not be sued on such 
 judgment in Pennsylvania, where it appears that the foreign 
 statute relative to service by publication does not authorize such 
 service in proceedings to enforce the liability of stockholders to 
 creditors, and the terms of such statute negative the implication 
 of the consent of stockholders to such service because of their 
 membership in a corporation.*^ 
 
 Where a foreign corporation sues in Pennsylvania on a stock 
 subscription, and the subscription paper shows upon its face that 
 the agreement was to sell the stock for less than its par value, it 
 is incumbent upon the plaintiff to show affirmatively that the 
 laws of the state in which the plaintiff was organized permit 
 sales of stock on such terms, and in the absence of such proof 
 
 (43) Fell V. Schlieper, 39 Pa. C. C, 461 (1911) ; 21 D. R., 989. 
 
 (44) Samuel Hano Company v. Hano, 224 Pa., 212 (1909). 
 
 (45) McNutt V. Bakewell, 223 Pa., 364 (1908). 
 
174 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the court will assume that the foreign law is the same as that 
 of Pennsylvania, and that the contract is an illegal one>° 
 735. Foreign Attachment. 
 
 A writ of foreign attachment, in the form aforesaid, may be 
 issued against the real or personal estate of: (a) any person not 
 residing within this Commonwealth, and not being within the 
 county in which such writ shall issue at the time of the issuing 
 thereof, or (b) of any corporation incorporated under the laws 
 of any other state or nation, in all actions ex contractu, and in 
 actions ex delicto for a tort committed within this Common- 
 wealth.*' 
 
 A debt due by a foreign corporation registered in Pennsyl- 
 vania to another foreign corporation may be attached in said state 
 by a foreign attachment.*' 
 
 A foreign attachment may be issued in all actions ex contractu, 
 including an action for unliquidated damages, and also in ac- 
 tions ex delicto for torts, committed within Pennsylvania: 
 
 "Again, it has been suggested, that the writ will not lie against 
 a foreign corporation even for a tort committed within the Com- 
 monwealth, under the Act of 1905. To sustain this contention 
 it is argued that foreign corporations were not within the pur- 
 view of Section 44 of the Act of 1836, which was amended by 
 the Act of 1905, but were governed by Section 76 of the Act of 
 1836, which was not amended. This is an erroneous view of the 
 effect to be given the Act of 1836 as amended by the Act of 
 1905. It is true that Section 76 of the Act of 1836 did provide 
 for the issuance of a writ of foreign attachment against foreign 
 corporations, either aggregate or sole, but this was merely de- 
 claratory of the existing law at that time. The action of foreign 
 attachment in Pennsylvania is based upon one of the customs of 
 London: Laws and Privileges of London, 1 13-140; Brandon on 
 Foreign Attachment. The purpose of the custom was to compel 
 the appearance of the defendant and this is also true in our state : 
 Fitch V. Ross, 4 S. & R., 557; Albany City Insurance Co. v. Whit- 
 ney, 70 Pa., 248. Both by the custom and by our statutes the 
 writ lay against a foreign corporation. Under the custom a 
 
 (46) Keystone Wrapping Machine Co. v. Bromeier, 42 Pa. Super. Ct., 
 384 (1910). 
 
 (47) Act of June 21, 1911, P. L. 1097. 
 
 (48) Wiener v. American Insurance Company of Boston, 224 Pa., 292 
 (1909); 39 Pa. Super. Ct., 219 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 1 75 
 
 writ of foreign attaciiment lay to attach a debt owing to a cor- 
 poration aggregate: Hamburgh Co., i Mod., 212; Mayor & Al- 
 dermen of London v. London Joint Stock Bank Co., L. R. 6 
 App. Cas., 393. In Bushel v. Insurance Co., 15 S. & R., 173, this 
 court held, under out Act of 1705, i Sm. Laws, 45, that a writ of 
 foreign attachment lay against a foreign corporation. This case 
 was decided in 1827, nine years before the Act of 1836 was 
 passed, and no doubt this act was passed to make the rule of that 
 case the express statute law of the state. Independently, there- 
 fore, of the Act of 1836, the writ lay against a foreign corpora- 
 tion. Again, Sections 43 to 79 inclusive, of the Act of 1836, re- 
 late to the practice and proceedings on a writ of foreign attach- 
 ment, any one section of which is necessarily connected with and 
 dependent upon the other sections. These sections form practi- 
 cally a single statute and deal with one subject of legislation. It 
 is a settled rule of construction that an original statute and all 
 its amendments must be read together, and be viewed as if form- 
 ing a single act : Morgan v. Hedstrom, 164 N. Y., 224 ; McKib- 
 ben V. Lester, 9 Ohio St., 627; Harrell v. Harrell, 8 Fla., 46; 
 Holbrook v. Nichol, 36 111., 161. Consequently the Act of 1905 
 must be read into the Act of 1836, and be viewed as forming a 
 part of it. When so understood. Section 76 will apply in all 
 cases of foreign attachment in which, by the amendatory Act of 
 1905, that writ now lies."*° 
 
 737. The Covirts of Pennsylvania Will not Interfere wltli the In- 
 ternal Iilanagement of Foreign Corporations, so 
 
 A bill by a stockholder on behalf of himself and others against 
 a foreign corporation, alleging fraud and mismanagement by the 
 directors in the conduct of the business of the company and cer- 
 tain allied foreign corporations, and praying for an account and 
 restitution of the loss sustained, is bad on demurrer, because re- 
 quiring the court to interfere in the internal management of such 
 foreign corporation.^^ 
 
 A court of equity has no jurisdiction over a bill filed by a 
 stockholder of a foreign corporation, having no property in 
 Pennsylvania and not conducting its business in that state, on be- 
 
 (49) Com. V. A. B. Baxter & Co., Inc., 23s Pa., 179 (1912) ; F. H. 
 Clement & Co. v. Didier March Co., 13 North. C. R., 293. 
 (so) See Sec. 702. 
 (si) Happersett v. Eaton, 19 D. R., 640 (1910) ; 38 Pa. C. C, 2. 
 
176 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 half of said company against certain of its officers and directors 
 to compel an accounting for moneys alleged to have been fraudu- 
 lently taken from the company, nor, in such a proceeding, will 
 the court review a judgment entered against said company in the 
 state of its domicile, on general allegations that said judgment 
 was entered through the fraud and collusion of the officers of 
 the company."^ 
 
 And a bill by a stockholder against a company similarly situ- 
 ated, praying for an injunction restraining the company from in- 
 curring indebtedness and carrying out a scheme of reorganiza- 
 tion will be dismissed."^ 
 
 Where a foreign corporation is registered in Pennsylvania, and 
 has its plant, principal office and all of its books within the Com- 
 monwealth, a writ of mandamus will lie against locally resident 
 directors requiring them to permit the petitioner, who is a di- 
 rector in the company, to inspect its books and papers. In such 
 case the exercise of the power of mandamus is not an interfer- 
 ence with the management of the internal affairs of a foreign cor- 
 poration.^* 
 
 A court of Pennsylvania will not entertain a petition by a stock- 
 holder against a foreign corporation for a mandamus in order to 
 obtain a list of stockholders for the purpose of the formation of 
 a club to protect their interests ; ^^ but it seems that they will, 
 in a proper case, where the principal office of a foreign corpora- 
 tion is within the Commonwealth, where its books are kept, re- 
 quire the corporation to permit a stockholder to examine such 
 books.°^ 
 
 The courts of Pennsylvania will not take jurisdiction of mat- 
 ters in dispute between the stockholders of a foreign corporation, 
 although the physical property of such corporation is situated 
 within the state."' 
 
 (52) Kelly V. Thomas, 234 Pa., 419 (1912). 
 
 (53) Lowman v. Green Mountain M. & M. Co., 59 Pitts. L. J., 218 
 (1911). 
 
 (54) Machen v. Machen & Mayer Electrical Mfg. Co., 237 Pa., 212 
 (1912). 
 
 (55) Kinney v. Mexican Plantation Company, 233 Pa., 232 (1911), 19 
 D. R., 861. 
 
 (56) McGrew v. Pgh. & Mt. Shasta Gold M. & M. Co., 20 D. R., 826 
 (1911); 59 Pitts. L. J., 324- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 177 
 
 737a. Suits by Foreign Corporations Against Besldeut Officers and 
 Directors. 
 
 A foreign corporation may file and maintain a bill in equity in 
 the courts of Pennsylvania against its former officers and di- 
 rectors who are residents of said state to recover for losses al- 
 leged to have been sustained by the company as the result of the 
 negligent and fraudulent acts of the defendants. Such a pro- 
 ceeding is not an interference with the internal management of a 
 foreign corporation within the meaning of the rule which denies 
 jurisdiction to the courts of the Commonwealth in matters in- 
 volving such internal management.^'* 
 
 747a. Liability of Corporations to County Tax on Honeyed Capital. 
 
 All personal property of the classes hereinafter enumerated, 
 owned, held, or possessed by any person, persons, co-partnership, 
 or unincorporated association or company, resident, located, or 
 liable to taxation within this Commonwealth, or by any joint- 
 stock company or association, limited partnership, bank or cor- 
 poration whatsoever, formed, erected, or incorporated by, under, 
 or in pursuance of any law of this Commonwealth or of the 
 United States, or of any other state or government, and liable 
 to taxation within this Commonwealth, whether such personal 
 property be owned, held, or possessed by such person or persons, 
 copartnership, unincorporated association, company, joint-stock 
 company, or association, limited partnership, bank, or corpora- 
 tion in his, her, their, or its own right, or as active trustee, agent, 
 attorney-in-fact, or in any other capacity, for the use, benefit, or 
 advantage of any other person, persons, copartnership, unincor- 
 porated association, company, joint-stock company or associa- 
 tion, limited partnership, bank, or corporation, — is hereby made 
 taxable, annually, for county purposes, and, in cities coextensive 
 with counties, for city and county purposes, at the rate of four 
 mills on each dollar of the value thereof, and no failure to 
 assess or return the same shall discharge such owner or holder 
 thereof from liability therefor; that is to say, — 
 
 All mortgages; all moneys owing by solvent debtors, whether 
 by promissory note, or penal or single bill, bond or judgment; 
 all articles of agreement and accounts bearing interest; all pub- 
 lic loans whatsoever, except those issued by this Commonwealth 
 
 (57) Minnick v. Hollopeter, 15 Luz., 9 (1909). 
 
 (57*) Loan Society of Phila. v. Eavanson, 241 Pa., 65 (1913). 
 
178 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 or the United States, and those made taxable for state purposes 
 by section seventeen hereof ; all loans issued by any corporation, 
 association, company, or limited partnership, created or formed 
 under the laws of this Commonwealth or of the United States, or 
 of any other state or government, including car-trust securities 
 and loans secured by bonds or any other form of certificate or 
 evidence of indebtedness, whether the interest be included in 
 the principal of the obligation or payable by the terms thereof, 
 except such loans as are made taxable for state purposes by sec- 
 tion seventeen hereof; all shares of stock in any bank, corpora- 
 tion, association, company, or limited partnership, created or 
 formed under the laws of this Commonwealth or of the United 
 States, or of any other state or government, except shares of 
 stock in any bank, corporation, or limited partnership that may be 
 liable to a tax on its shares or its capital stock for state pur- 
 poses under the laws of this Commonwealth, or relieved from the 
 payment of tax on its shares or capital stock for state purposes 
 by the laws of the Commonwealth ; all moneys loaned or invested 
 in other states, territories, the District of Columbia, or foreign 
 countries; all other moneyed capital in the hands of individual 
 citizens of the state ; all stages, omnibuses, hacks, cabs, and other 
 vehicles used in transporting passengers for hire, except steam 
 and street passenger railway cars, owned, used, or possessed 
 within this Commonwealth by any person or persons, or by any 
 corporate body or bodies; all annuities yielding annually over 
 two hundred dollars : Provided, That this section shall not apply 
 to bank notes, or notes discounted or negotiated by any bank or 
 banking institution, savings institution, or trust company: And 
 provided, That the provisions of this act shall not apply to build- 
 ing and loan associations, or to savings institutions having no 
 capital stock; but nothing herein contained shall be construed to 
 relieve or exempt individual depositors in savings institutions 
 having no capital stock from any taxation to which such de- 
 positors may be subject ; and, if at any time, either now or here- 
 after, any person, individuals, or bodies corporate have agreed 
 or shall hereafter agree to issue his, their, or its securities, bonds 
 or other evidences of indebtedness, clear of and free from the 
 said four mills tax herein provided for, or have agreed or shall 
 hereafter agree to pay the same, nothing herein contained shall 
 be so construed as to relieve or exempt him, it, or them, from 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 179 
 
 paying the said four mills tax on any of the said such securities, 
 bonds, or other evidences of indebtedness, as may be held, owned 
 by, or owing to the said saving institution having no capital stock : 
 And provided further, That the provisions of this act shall not 
 apply to fire companies, firemen's relief associations, life or fire 
 insurance corporations having no capital stock, secret and bene- 
 ficial societies, labor unions and labor union relief associations, 
 and all beneficial organizations paying sick or death benefits, or 
 either or both, from funds received from voluntary contributions 
 or assessments upon members of such associations, societies, or 
 unions : And provided further, That none of the classes of prop- 
 erty made taxable by this section for county purposes, and, in 
 cities coextensive with counties, for city and county purposes, 
 shall be taxed or taxable for any other local purpose or for 
 state purposes under the laws of this Commonwealth.^' 
 
 748. Exemption from Local Taxation of Public Service Corpora- 
 
 tions. 
 
 The third section of the Act of June 4, 1859, P. L,. 828, provid- 
 ing that all real estate in the city of Pittsburgh owned or pos- 
 sessed by any railroad company shall be subject to taxation for 
 city purposes the same as other real estate, does not subject to 
 local taxation the ground comprised within the rights of way 
 of railroads."^ 
 
 A corporation formed for the purpose of maintaining a filter 
 plant for the filtration of water for a municipality is not such a 
 5M(wt-public corporation as to exempt its plant, in connection 
 with the land upon which it is erected, from local taxation."" 
 
 749. What Property is and What Is not Essential to the Exercise 
 
 of the Franchises of Public Service Corporations. 
 
 The roadbed of a railroad is not "real estate" within the mean- 
 ing of the Act of June 4, 1901, P. L. 364, and is not subject to 
 assessment for local taxation,*^ nor is a restaurant forming part 
 of a railroad station."^ 
 
 (58) Sec. I, Act of June 17, 1913, P. L,. 507, which act repeals the 
 Act of May 11, 1911, P. L. 265, and changes the tax on mortgages, bonds, 
 etc., from a state to a county tax. 
 
 (Sg) Pennsylvania R. R. Co. v. Pittsburgh, 221 Pa., 90 (1908). 
 
 (60) East I,ampeter Township v. Maignen Filter Plant, 19 D. R., 479 
 (1909) ; 28 Lane. 396. 
 
 (61) Philadelphia v. Phila. & Read. R. R. Co., 38 Pa. Super. Ct., 529. 
 
 (62) Lehigh Valley R. R. v. Hart, 16 Luz. L. R., 61 (1912). 
 
l8o PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 The roadbed of a public railroad is not real estate within the 
 meaning of the Act of June 4, 1901, P. L. 364, and is not sub- 
 ject to assessment for local taxation or municipal claims." 
 
 751. Local Taxation of Bailroad and Street Railway Companies In 
 
 Philadelphia and Pittsburgh. 
 
 The consolidated city of Pittsburgh has no power to levy a 
 tax upon real estate situated in the former city of Allegheny, be- 
 longing to railroad companies, for the purpose of paying the debt 
 of said city of Allegheny existing prior to the consolidation, 
 where such real estate is essential to the exercise of the fran- 
 chises of said railroad company, and the city of Allegheny had 
 never taxed it and had no power to tax it prior to the consolida- 
 tion." 
 
 There is nothing in the Act of January 4, 1859, P. L. 828, 
 the Act of February 7, 1906, P. L. 7, nor any other act, which 
 authorizes the consolidated city of Pittsburgh, to tax the real 
 estate of a street railway company situated in the limits of the 
 former city of Allegheny, which is necessary and essential for 
 the exercise of the franchises of the company."" 
 
 752. municipal Impositions on Street Bailway Companies. 
 
 A borough may impose a reasonable license tax on street cars 
 under the police power, although there be no allusion in the ordi- 
 nance imposing the same to police inspection and regulation, and 
 the burden of proving the unreasonableness of such an ordinance 
 is upon the company owning the cars."* 
 
 Such a license tax includes more than a mere periodical inspec- 
 tion of the cars and is a specific charge to meet the entire ex- 
 pense of the regulation, inspection and supervision of the com- 
 pany by the municipality."' 
 
 The Act of April 17, 1905, P. L. 183, is so amended by the 
 Act of July 26, 1913, P. L. 1371 (see Sections 764, 766 and 769), 
 as to confer upon courts of common pleas jurisdiction to pass 
 
 (63) Philadelphia v. Fairhill R. R. Co., 41 Pa. Super. Ct., 245 (1909). 
 
 (64) Pennsylvania Co. v. Pittsburgh, 226 Pa., 322 (1910). 
 
 (6s) Federal Street & Pleasant Valley Pass. Ry. Co. v. Pittsburgh, 
 226 Pa., 419 (1910). 
 
 (66) Gettysburg Borough v. Gettysburg Transit Co., 36 Pa. Super. Ct., 
 598 (1908). 
 
 (67) Gettysburg Borough v. Gettysburg Transit Co., 36 Pa. Super. Ct., 
 598 (1908). 
 
PRIVATfi CORPORATIONS IN PENNSYLVANIA. l8l 
 
 Upon the reasonableness of license fees imposed by municipalities 
 upon street passenger railway and motor traction companies for 
 the inspection and regulation of their poles, wires, conduits or 
 cables. 
 
 An ordinance granting a street railway company the right to 
 occupy certain streets upon condition that said company shall 
 pay $50.00 per year "for each car running upon its tracks," is 
 not repealed by a subsequent general ordinance providing that 
 after a certain date all street railway companies operating a rail- 
 way or railways in the city shall pay a license tax of $50.00 per 
 car "for each and every car used and operated regularly on the 
 line or lines of such company or corporation in the said city," 
 and in such case the city may recover in an action of assumpsit 
 against the corporate successor of the company the payments im- 
 posed by the special ordinance, it appea^ring further that the de- 
 fendant company did not operate any cars, having leased its line 
 to another company.*' 
 753. Local Taxation of Water Companies. 
 
 Corporations chartered "for the purpose of supplying water 
 and water power to the public and to firms, individuals and cor- 
 porations" are ^waji-public corporations and exempt from local 
 taxation on lands and appurtenances essential to the exercise of 
 their franchises."' 
 
 A borough may under its police powers impose a reasonable 
 mileage license tax on the pipes and mains of a water company, 
 and where it does so, the burden is on the company alleging the 
 invalidity of the tax because of its unreasonableness to aver and 
 prove the facts that make it so.^" 
 
 Corporations formed for the purpose of the storage and trans- 
 portation of water and water power for commercial and manu- 
 facturing purposes, under Clause 9, Section 2 of the Act of April 
 29, 1874, are quasi-puhlic corporations, and so much of their 
 real estate as is necessary for the exercise of their corporate 
 franchises is not subject to local taxation.'^ 
 
 (68) McKeesport v. Pgh., McKeesport & Connellsville Rwy. Co., 238 
 Pa., 591 (1913). 
 
 (69) Conoy Township Supervisors v. York Haven Electric Power Plant 
 Co., 222 Pa., 319 (1908). 
 
 (70) Kittanning Borough v. Armstrong Water Co., 35 Pa. Super. Ct., 
 174 (1908). 
 
 (71) Martic Township School District v. McCall Ferry Power Com- 
 pany, ig D. R., 780 (1910) ; 27 Lane, 105. 
 
l82 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 755. Iiocal Taxation of Natural Gas Companies. 
 
 A borough may require the payment of a reasonable lice 
 fee of so much per mile on the pipes and mains of a natural 
 company, under the police power, notwithstanding the fact t 
 such pipes and mains are necessary to carry out the corpor 
 purposes of the company and that the value of the same is 
 eluded in its capital stock on which it pays a capital stock tax 
 
 A natural gas company is not subject to local taxation oi 
 building used by it as a gas office and for its meetings and 
 keeping of its accounts, although it also uses the building 
 the sale of oil produced as a by-product, where the proceeds 
 the sale of oil are thirteen per cent, of the total sales of the cc 
 pany.'' 
 
 756. Local Taxation of Artificial Oas Companies. 
 
 A house and lot owned by a gas and water company and 
 used by it for its corporate purposes is taxable.^* 
 
 757. Local Taxation of Telegraph, and Telephone Companies. 
 
 A building owned by a telephone company in which it mj 
 tains its business office, a training school for operators, and vi 
 ous rooms for the comfort and convenience of operators, 
 exempt from local taxation, being necessary for carrying on 
 business of the company, but where a portion of such buildinj 
 rented to a long distance telephone company, the portion 
 rented is not used by the telephone company in its corporate bi 
 ness, and such portion is therefore subject to local taxation."* 
 760. Slunicipal Impositions in Cities of the Third Class. 
 
 Under the provisions of the 4th Clause of Section i, Art. V, 
 the Act of June 27, 1913, P. L. 568, garage companies are ad( 
 to the list of corporations made subject to the payment 
 license tax in cities of the third class. 
 
 (72) Kittanning Borough v. Garretts Run Gas Co., 35 Pa. Super. 
 167 (1908). See Kittanning Borough v. Amer. Nat. Gas Co., 239 
 210 (1913). 
 
 (73) Mechanicsburg Gas & Water Co. v. Deckman, 23 York L,. 
 no (1909). 
 
 (74) T. W. Phillips Gas & Oil Co. v. Butler County, 51 Pa. Super. 
 158 (1912). 
 
 (75) Bell Telephone Co. of Pa. v. Harrisburg, 53 Pa. Super. Ct., 
 (1913) ; 14 Dau. Co. Rep., 206 (1911) ; 40 Pa. C. C, 50 (1912) ; 15 I 
 Co. Rep., 121 ; Bell Telephone Co. v. Chester City, 11 Del. Co. R., 
 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 183 
 
 761. Hunicipal Impositions in Boroughs. 
 
 The Act of April 3, 185 1, § 27, P. L. 320, as amended by the 
 Act of May 22, 1883, P. L. 39, conferred jurisdiction upon the 
 court of quarter sessions only to review the ordinances of bor- 
 oughs which were passed in the exercise of powers thereby con- 
 ferred on such boroughs. The court below had no jurisdiction 
 to review a borough ordinance fixing the amount which should be 
 paid by a street railway for the use of the borough streets, as the 
 borough was authorized to impose conditions on railways using 
 its streets, not by the act, but by the Constitution. ^°* 
 
 764. Courts of Common Pleas to Decide Whether Pole and Wire 
 and Similar License Pees are Keasonable. 
 
 The Act of July 26, 1913, P. L. 1371, amends the Act of April 
 17, 1905, P. L. 183, so as to make the provisions of the latter 
 act applicable to license fees of street passenger railway, motor 
 traction, gas and water companies occupying highways in a 
 municipality with their poles, wires, conduits, pipes or mains. 
 
 Whenever, hereafter, any dispute shall arise between any town- 
 ship, city, borough, or other municipal corporation of this state, 
 having authority under the law to charge a license fee against 
 any telegraph, telephone, light, power, street passenger railway, 
 motor traction, gas, or water company, occupying the highways 
 of such municipality with its poles, wires, conduits, or cables, as 
 to whether or not the amount of license fee, named in any ordi- 
 nance of said municipal corporation, for the inspection and regu- 
 lation of the said poles, wires, conduits, or cables, under its po- 
 lice power, is or is not reasonable, either party may apply, by 
 petition, to the court of common pleas of the county where said 
 municipal corporation is situated, to determine the said dispute. 
 Upon the filing of said petition, setting forth the nature and char- 
 acter of the dispute, and the facts bearing upon the question thus 
 raised, the said court shall issue a citation to the respondent, com- 
 manding it to appear and answer the said petition at a time 
 named, and to abide by and obey the order of the court. Said 
 citation and a copy of said petition shall be served upon the re- 
 spondent, not less than fifteen days before the time fixed for 
 answering. To said petition the respondent shall make answer 
 
 (75*) Application of the Carlisle and Mechanicsburg Street Ry. Co., 
 et al., Super Ct., March Term, 1913, No. 21, unreported. Op. filed July 
 16, 1913. 
 
184 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 within the time fixed, or such extension thereof as the court shall 
 allow, specifically answering the facts set forth in said petition, 
 and averring such other or further facts as it shall deem neces- 
 sary for the proper determination of the said dispute. At any 
 time after the return day fixed in the said citation, the said court 
 shall, upon application of either party, fix a date for the hearing 
 of the issue raised by said petition and answer; and thereupon 
 shall take the evidence and decide the said dispute in the way 
 and manner provided by law for the hearing of cases in equity.'" 
 Before the passage of the foregoing amendment it was held 
 that the Act of April 17, 1905, P. L. 183, was not unconstitutional 
 because it did not include street passenger railways in its pro- 
 visions.'^ 
 
 766. Court to Determine the Amount of License Fee. 
 
 The said court, in its decision of said dispute, shall determine 
 the amount of annual license fees which should be paid to the 
 said municipal corporation in order to properly compensate it 
 for the necessary cost of the services performed, or to be per- 
 formed, by it, for the inspection and regfulation of the poles, 
 wires, conduits, cables, pipes, or mains of the said telegraph, tele- 
 phone, light, power, street passenger railway, motor traction, gas, 
 or water company ; and the amount thus determined shall be the 
 maximum sum which the said municipal corporation shall be au- 
 thorized to charge as license fees against such petitioning cor- 
 poration. '' 
 
 769. Companies not to be Kelieved from Liability for ITegligence. 
 
 Nothing in this act contained shall be so construed as to alter 
 or affect the duty of said telegraph, telephone, light, power, street 
 passenger railway, motor traction, gas, or water company to 
 properly erect, or construct and maintain, its poles, wires, con- 
 duits, cables, pipes, or mains, or to relieve it from liability for 
 negligence in regard thereto, either primarily to the person in- 
 jured or secondarily to the municipal corporation, if judgment is 
 
 (76) Sec. I, Act of July 26, 1913, P. L. 1371, amending Section I of the 
 Act of April 17, 1905, P. L. 183. 
 
 (Tj) West Chester Borough v. Postal Teleg. Co., 227 Pa., 384; 38 Pa. 
 Super. Ct., 603 (1909) ; 18 D. R., 101. 
 
 (78) Sec. 2, Act of July 26, 1913, P. L. 1371, amending Sec. 3, of the 
 Act of April 17, 190S, P. L. 183. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 185 
 
 recovered against it by the person injured by reason of such neg- 
 ligence/® 
 770. decisions as to Pole and Wire License Fees. 
 
 In determining the amount of pole and wire license fees prop- 
 erly chargeable under the Act of April 17, 1905, the court is con- 
 trolled by the cost of inspection and regulation, and if there be 
 no inspection or supervision by the municipality no license fee 
 may be imposed. No flat charge per pole or per mile could be 
 imposed throughout the Commonwealth because the cost of in- 
 spection is not the same in any two municipalities.*" 
 
 A borough imposed a pole and wire license fee of one dollar 
 per pole, two dollars and fifty cents per mile of wire and thirty 
 dollars per mile of conduit, which was found reasonable by the 
 court below. The Superior Court reduced the fee, finding that 
 the amount paid by the company subject to the license was about 
 three times the sum paid to the borough's single policeman dur- 
 ing the year for inspection duty. It also appeared that the actual' 
 cost of necessary inspection and supervision was small. Held, 
 that the amount of license fee as reduced by the Superior Court 
 should be sustained, but that the proper rule as to the reasonable- 
 ness of the license fee is the cost of the necessary inspection.*^ 
 
 Under the Act of April 17, 1905, P. L. 183, the court found 
 that a license fee of ten cents per pole would compensate the bor- 
 ough of Hollidaysburg for the cost of inspection and regulation 
 of poles and wires for prior years, and twenty cents per pole for 
 the years 1907 and 1908.*^ 
 
 In the borough of Gaysport the license fee was fixed at twenty 
 cents per pole for the year 1906, and at twenty-five cents per pole 
 for the years 1907 and 1908.'^ 
 
 In the borough of Strasburg it was held that a fee of ten cents 
 a pole was a reasonable one, the telegraph company in question 
 having forty-five poles and a mile of wire in the borough.'* 
 
 (79) Sec. 3, Act of July 26, 1913, P. L. 1371, amending Sec. 6 of the 
 Act of April 17, 190S, P. L. 183. 
 
 (80) Del. & Atlantic Teleph. & Teleg. Co.'s Petition, 224 Pa., 55 (1909) ; 
 37 Pa. Super. Ct., 151. 
 
 (81) Del. & Atlantic Teleph. & Teleg. Co.'s Petition, 224 Pa., 55 
 (1909), 37 Pa. Super. Ct., 151. 
 
 (82) Postal Teleg. Cable Co. v. Hollidaysburg Borough, 17 D. R., 298 
 (1909). 
 
 (83) Penna. Teleph. Co. v. Gaysport Borough, 17 D. R., 300 (1907). 
 
 (84) Postal Teleg. Cable Company's Petition, 17 D. R., 1085 (1908). 
 
 13 
 
l86 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Where an individual is granted the privilege of constructing 
 a telephone line on the streets of a borough on condition of his 
 compliance with the terms of a general ordinance imposing an 
 annual license fee of fifty cents on each pole, and the grantee ac- 
 cepts such privilege, he is bound to pay said license fee, and if 
 he transfers the line to a corporation, the latter will be compelled 
 to pay the license fee, although the grant to the original grantee 
 was not to him, his successors, or assigns. In an action to re- 
 cover such license fee, the corporation defendant may raise no 
 question as to the reasonableness of the fee, and is not entitled 
 to a hearing under the provisions of the Act of April 17, 1905, 
 P. L. 183.== 
 
 Where an order of court upon the petition of one telephone 
 company fixed the license fee against it at ten cents per pole in 
 a borough, which adjudication the borough considered applicable 
 to the poles of all telephone companies, such borough may not 
 within two years recover a larger sum from another company 
 which, for that reason, did not present a separate petition, the 
 fifth section of the Act of April 17, 1905, P. L. 183, providing 
 that no application to alter a final order may be made oftener 
 than once in every two years.*' 
 
 The Act of April 17, 1905, P. L. 183, is constitutional. Its 
 title is sufficient. It does not violate the constitutional provision 
 relative to trial by jury, nor does it delegate legislative power to 
 the court.'^ 
 
 It is not unconstitutional as special legislation, because it does 
 not include electric street railway companies within its provisions, 
 such companies being street passenger railways, and having been 
 placed by the constitution itself in a special class.*' 
 
 The findings of fact by the court below under the Act of 1905, 
 in a proceeding to determine the reasonableness of a license fee, 
 
 (85) Cochranton Borough v. Cochranton Telephone Co., 41 Pa. Super. 
 Ct., 146 (1909)- 
 
 (86) Gettysburg v. United Telephone Company, 19 D. R., 875 (1910). 
 
 (87) Pittsburgh & Allegheny Telephone Company v. Braddock Bor- 
 ough, 43 Pa. Super. Ct., 456 (1910). 
 
 (88) West Chester Borough v. Postal Telegraph-Cable Co., 227 Pa., 
 384 (1910). Such companies are now covered by the act. See Section 764. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 187 
 
 when sustained by sufficient evidence, will not be reversed by 
 the appellate court.*^ 
 
 An adjudication under the Act of April 17, 1905, is not con- 
 clusive of a similar proceeding between the same parties insti- 
 tuted several years afterwards. Changed conditions may render 
 an ordinance which was reasonable at the time of its passage un- 
 reasonable and oppressive afterwards.^" 
 
 In proceedings under the Act of April 17, 1905, there is no 
 burden upon the petitioner to produce evidence that the ordi- 
 nance is unreasonable. The court is to exercise its discretion 
 and not to pass upon the question whether there has been a fla- 
 grant and obvious abuse of discretion."^ 
 
 A license fee of thirty cents a pole and $1.00 per mile of wire 
 is a proper charge where there are 503 poles and 12 7-10 miles of 
 wire within the borough and it appears that $160.50 will cover 
 all the costs of inspection, with a reasonable allowance for un- 
 forseen contingencies."^ 
 
 Where a company makes no inspection of its poles and wires 
 within a borough, the borough may make and charge for more 
 numerous inspections than would be necessary if the company 
 made inspections itself."' 
 
 The findings of fact of a court in a proceeding under the Act 
 of April 17, 1905, have the same force as the verdict of a jury, 
 and an appellate court will not disturb them, except in cases of 
 manifest error."* 
 
 A license fee of fifty cents a pole on 348 poles is reasonable 
 where each member of the police force is required to make a 
 constant visual inspection of poles and wires, the borough engi- 
 
 (89) West Chester Borough v. Postal Telegraph Company, 227 Pa., 
 384 (1910) ; 38 Pa. Super. Ct., 603 (1909) ; Pittsburgh & Allegheny Tele- 
 phone Company v. Braddock Borough, 43 Pa. Super. Ct., 456 (1910). 
 
 (90) Pittsburgh & Allegheny Telephone Company v. Braddock Bor- 
 ough, 43 Pa. Super. Ct., 456 (1910). 
 
 (91) N. Y. & Penna. Teleph. & Teleg. Co. v. Coudersport Borough, 49 
 Pa. Super. Ct., 46 (1912) ; over-ruling Union Teleph. Co. of Erie v. 
 Greenville Boro., 36 Pa. C. C, 197; 18 D. R. 932 (1908). 
 
 (92) N. Y. & Penna. Teleph. & Teleg. Co. v. Coudersport Borough, 
 49 Pa. Super. Ct., 46 (1912). 
 
 (93) N. Y. & Penna. Teleph. & Teleg. Co. v. Coudersport Borough, 
 49 Pa. Super. Ct., 46 (1912). 
 
 (94) Nanticoke Borough v. Bell Telephone Co., 47 Pa. Super. Ct., 184 
 (1911); Monessen Borough v. Central Dist. & Prtg. Teleg. Co., 51 Pa. 
 Super. Ct., 452 (1912). 
 
l88 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 neer and street commissioner devote a portion of their time to 
 inspection, and the land on which the borough is situated makes 
 frequent inspections nece5sary.°° 
 
 It is not necessary, in order to sustain a charge for the inspec- 
 tion of poles and wires, that a borough maintain a separate and 
 distinct organization for the purpose of making such inspection. '° 
 
 A telephone company is entitled to have the reasonableness of 
 pole and wire license fees passed upon under the provisions of 
 the Act of April 17, 1905, P. L. 183, although it may have agreed, 
 in accepting the ordinance granting it the franchise to erect and 
 maintain its poles and wires, to be "governed by all legal ordi- 
 nances of a general nature now in force or may hereafter be 
 enacted,""^ and this whether the ordinance fixing the fee is 
 passed before the franchise is granted or afterwards.'' 
 
 A license fee of forty-four cents per pole was held to be rea- 
 sonable, where respondent maintained 816 poles."' 
 
 An ordinance fixing an annual license fee of fifty cents per pole 
 on 503 poles, and $3.00 per mile (line measure) upon 12 and 7-10 
 miles of wire in the borough of Coudersport, was held to be not 
 unreasonable nor excessive.^"" 
 
 771. Mercantile and Other License Taxes. 
 
 A corporation engaged in the business of a real estate broker 
 must pay a license tax to the Commonwealth under the provisions 
 of the Act of April 14, 1905, P. L. 161.^ 
 
 A foreign corporation manufacturing automobiles entered into 
 a contract with a Pennsylvania corporation doing business in that 
 state, by which the foreign company agreed to sell automobiles 
 
 (95) Monessen Borough v. Central Dist. & Prtg. Teleg. Co., 51 Pa. 
 Super. Ct., 452 (1912)- 
 
 (96) Monessen Borough v. Central Dist. & Prtg. Teleg. Co., 51 Pa. 
 Super. Ct., 452 (1912). 
 
 (97) Johnstown Teleph. Co. v. Ferndale Borough, 47 Pa. Super. Ct., 
 461 (1911)- 
 
 (98) Johnstown Teleph. Co. v. Southport Borough, 47 Pa. Super. Ct, 
 468 (1911) ; Windber Teleph. Co. v. Scalp Level Borough, 47 Pa. Super. 
 Ct., 470 (1911)- 
 
 (99) Hazleton City v. Hazleton Elec. Lt. & Pr. Co., 14 Luz. L. R., 431 
 (1909). 
 
 (100) Bell Teleph. Co. v. Coudersport Borough, 20 D. R., 346 (1910) ; 
 38 Pa. C. C, 33- 
 
 (i) Com. V. Samuel Black Co., 223 Pa., 74 (1909); 34 Pa. Super. Ct., 
 431- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 189 
 
 to the Pennsylvania company at a certain list price, delivery to 
 be made as soon after orders were received as practicable, pay- 
 ment to be made in cash. The Pennsylvania company agreed not 
 to sell any other kind of automobiles within a designated territory. 
 Payments were to be made either in advance, or by paying drafts 
 with bills of lading attached. The contracts could be terminated 
 upon ten days' notice. There was nothing in the agreement which 
 authorized the Pennsylvania company to bind the foreign com- 
 pany by any engagement with a third party. Held : ( i ) That the 
 agreement was a contract for the sale of automobiles, and did not 
 create between the parties the relation of principal and agent; 
 (2) that upon the payment of sight drafts the automobiles be- 
 came the absolute exclusive property in Pennsylvania of the pur- 
 chasing company; and (3) that the Pennsylvania company was 
 a retail vendor of automobiles, and as such subject to the mer- 
 cantile tax imposed by the Act of May 2, 1899, P. L,. 184.^ 
 
 A brewers' supply company which sells malt, hops, isinglass, 
 bottles and corks to brewers, bottlers and wholesale liquor deal- 
 ers, who use these articles in carrying on their business, is, as to 
 such business, a wholesale vendor within the meaning of the Act 
 of May 2, 1889, P. Iv. 184.' 
 
 Social clubs are not subject to the payment of a mercantile 
 license tax on their receipts from sleeping rooms, billiard and 
 pool rooms, etc., maintained by them for the use of their mem- 
 bers.'* 
 
 A manufacturing corporation selling only its own products 
 had its manufactory on one side of a street, its office where its 
 bookkeeping was carried on and all sales and contracts were 
 made immediately across the street, and its warehouse, where no 
 sales were made or negotiated, a short distance away. Held, 
 that it was not subject to the payment of mercantile license tax 
 as a wholesale vendor.* 
 
 774. Liability of Corporations to the Payment of the State Tax on 
 Moneyed Capital. 
 
 The Act of May 11, 1911, P. L. 205, is repealed by the Act of 
 
 (2) Com. V. Banker Bros., 38 Pa. Super. Ct., loi (1909). 
 
 (3) Pittsburgh Brewers and Bottlers' Supply Company's Mercantile 
 Tax, 38 Pa. Super. Ct, 121 (1909). 
 
 (3*) Union League, Ransley v., 39 Pa. Super. Ct., 514 (1909) ; 17 D. R., 
 S99 (1908). 
 
 (4) Com. V. Eynon-Evans Mfg. Co., 48 Pa. Super. Ct., 474 (1912). 
 
190 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 June 17, 1913, p. Iv. 507, which latter act changes the tax on 
 moneyed capital from a state tax to a county tax. See Section 
 747a. 
 
 775. Corporations Paying a Capital Stock Tax Exempted from the 
 Tax on Moneyed Capital. 
 
 And provided further, That corporations, lim- 
 ited partnerships, and joint-stock associations, liable to tax on 
 capital stock for state purposes, shall not be required to make 
 any report or pay any further tax, under this section, on the 
 mortgages, bonds, and other securities owned by them in their 
 own right ; but corporations, limited partnerships, and joint-stock 
 associations holding such securities as trustees, executors, admin- 
 istrators, guardians, or in any other manner, shall return and 
 pay the tax imposed by this section upon all securities so held 
 by them as in the case of individuals. . . " 
 
 Provided also, That corporations, limited partnerships, and 
 joint-stock associations, liable to tax on capital stock under this 
 section, shall not be required to pay any further tax on the mort- 
 gages, bonds, and other securities owned by them, and in which 
 the whole body of stockholders or members, as such, have the en- 
 tire equitable interest in remainder; but corporations, limited 
 partnerships, and joint-stock associations owning or holding such 
 securities as trustees, executors, administrators, guardians, or in 
 any other manner than for the whole body of stockholders or 
 members thereof as sole equitable owners in remainder, shall re- 
 turn and pay the tax imposed by this act upon all securities so 
 owned or held by them, as in the case of individuals ° 
 
 778a. Bonus Payable on Consolidation and Merger of Banks and 
 Trust Companies. 
 
 Whereas, It is now provided by law that, upon the purchase, 
 merger, or consolidation of other corporations, the remaining or 
 consolidated corporation shall be required to pay bonus only on 
 the excess of the amount of the capital stock of the several cor- 
 porations purchased, merged, or consolidated; therefore, — 
 
 Every trust company incorporated for the purchasing, taking 
 over, merging, or consolidating with any other trust company, 
 or purchasing, taking over, or consolidating with any bank, bank- 
 ing company, or saving institution, where such purpose is ex- 
 pressed in its charter; and any bank, banking company, or sav- 
 
 (5) Sec. I, Act of June 17, 1913, P- L. 507- 
 
 (6) Sec. I, Act of July 22, 1913, P. L. 903. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I91 
 
 ings institution, which is incorporated to similarly acquire any 
 trust company, bank, banking company, or other savings institu- 
 tion; shall be required to pay, upon its incorporation, bonus on 
 only the amount of the capital stock, authorized by its charter, 
 which is in excess of the amount of the capital stock of the cor- 
 poration or corporations purchased, merged with, or acquired.' 
 
 Whenever any trust company, after its incorporation, pur- 
 chases, merges, or consolidates with any other trust company, 
 or purchases, takes over, or consolidates with any bank, banking 
 company, or savings institution ; or where any bank, banking 
 company, or savings institution similarly acquires any other 
 bank, banking company, or trust company, or savings institution ; 
 it shall be required to pay a bonus upon its capital stock only in 
 excess of the combined capital of said corporations thus ac- 
 quired: Provided, That nothing contained in this act shall be 
 construed to authorize the merger of trust companies with banks, 
 banking companies, or savings institutions.* 
 
 779. Bonus on Foreign Corporations Having Capital Invested in 
 Pennsylvania. 
 
 A foreign corporation which had capital invested in Pennsyl- 
 vania prior to the passage of the Act of May 8, 1901, P. L. 150, 
 is not subject to the payment of bonus under the provisions of 
 said act either on the amount of the capital employed prior to the 
 act or on any subsequent increase thereof .°"^* 
 
 A foreign corporation, the principal office of which is outside 
 of Pennsylvania, but which maintains a bank deposit in said state, 
 not used therein for any corporate purpose, is not employing capi- 
 tal therein within the meaning of the Act of May 8, 1901, and is 
 not subject to the payment of bonus under the provisions of the 
 said act.'° 
 
 (7) Sec. I, Act of May 28, 1913, P. L,. 357. 
 
 (8) Sec. 2, Act of May 28, 1913, P. L. 357- 
 
 (9-14) Com. V. American Steel Hoop Co., 226 Pa., 6 (1909) ; ii Dau. 
 Co. Rep., 92 (1908) ; Com. v. Gandy Belting Co., 12 Dau. Co. Rep., 167 
 (1909); Com. V. Shelby Steel Tube Co., 13 Dau. Co. Rep., i (1909'); 
 Com. V. National Tube Co., 13 Dau. Co. Rep., 3 (1909) ; Com. v. National 
 Steel Co., 13 Dau. Co. Rep., 7 (1909) ; Com. v. American Sheet & Tin 
 Plate Co., 13 Dau. Co. Rep., 11 (1909) ; Com. v. Schwarzschild & Sultz- 
 berger Co., 14 Dau. Co. Rep., 30 (1910) ; 38 Pa. C. C, 265. 
 
 (is) Com. V. Tonopah Mining Co. of Nevada, 12 Dau. Co. Rep., 91 
 (1909). 
 
19^ PRIVATE CORPORATIONS IN PENNSYI,VANIA. 
 
 Bills and accounts receivable of a foreign corporation doing 
 business within the Commonwealth, do not necessarily indicate 
 capital actually employed wholly within the state and therefore 
 subject to the payment of bonus, and the amounts of such bills 
 and accounts receivable may not therefore be made the basis for 
 a settlement for bonus on increase." 
 
 A foreign corporation harvesting ice in Pennsylvania had a 
 certain amount invested in tools for use in its business, and bor- 
 rowed certain amounts from banks within the Commonwealth 
 wherewith it leased ice plants in the state. Held, that the money 
 so borrowed was capital and that the company was liable for 
 bonus thereupon, the fact that the ice harvested was shipped out 
 of the state being immaterial. ^^ 
 
 780. Bonus on Iiimited Partnership Associations. 
 
 A limited partnership association formed under the provi- 
 sions of the Act of June 2, 1874, P. L,. 271, is not liable for 
 bonus under the provisions of the Act of May 8, 1901, P. L. 
 T49, upon renewing its existence under the provisions of the 
 A.ct of June 8, 1895, P. L,. 186, the said Act of 1901, being wholly 
 prospective in its operation.^* 
 
 Where the associates attempting to form a limited partnership 
 association under the Act of June 2, 1874, P. L,. 271, and its 
 supplements, fail to pay bonus as provided by the Act of May 8, 
 1 90 1, P. L,. 149, the association is a nullity, and the associates are 
 liable as general partners.^^ 
 
 The act of May 8, 1901, P. L. 149, imposing bonus upon lim- 
 ited partnership associations applies to such associations, organ- 
 ized before the passage of the act, which increase their capital 
 stock thereafter.^" 
 
 (16) Com. V. G. W. Ellis Co., 237 Pa., 328 (1912); 15 Dau. Co. Rep., 
 90. 
 
 (17) Com V. Mountain Ice Co., 40 Pa. C. C, 482 (1912) ; 16 Dau. Co. 
 Rep., 38. 
 
 (18) Com. V. Hawarth & Dewhurst, Lim., 15 Dau. Co. Rep., 6 (1912) ; 
 
 40 Pa. C. C, 551. This case would seem to be over-ruled by Com. v. 
 Highspire Distilling Co., Lim., infra. See Com. v. A. B. Farquhar Co., 
 Lim., IS Dau. Co. Rep., 11; 40 Pa. C. C, 473 (1912). 
 
 (19) Com. V. C. H. Coffroth & Co., Lim., 16 Dau. Co. Rep., 76 (1913) ; 
 
 41 Pa. C. C, 102. 
 
 (20) Com. V. Highspire Distilling Co., Ltd., Supreme Ct., M. D., May 
 T., 1913, No. 20. Op. filed June 27, 1913, unreported. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I93 
 
 783. Decisions Belating to Bonus. 
 
 The appointment of an assignee or receiver stops the running 
 of interest on bonus. ^^ 
 
 A corporation organized prior to the Act of 1897 is obliged to 
 pay the rate of bonus provided by that statute, or by later stat- 
 utes, upon increasing its capital stock, notwithstanding that under 
 the previously existing law it could have increased its capital 
 stock at a lower rate. In such case, however, where the cor- 
 poration was originally incorporated for one million dollars and 
 a bonus paid on that amount of stock, and subsequently the stock 
 was decreased and thereafter increased to two million dollars, the 
 bonus is due only on the total increase of one million dollars. ^^ 
 
 A corporation organized under the Act of April 29, 1874, 
 which has extended its charter under the provisions of the Act 
 of June 25, 1895, P. L. 310, is liable for bonus at the rate fixed 
 by the act regulating the payment of bonus at the date of the ap- 
 proval of said Act of 1895, ^^'^ ^°^ ^^ the rate fixed by later 
 acts.^^ 
 
 A corporation purchasing the property and franchises of an- 
 other company at judicial sale is entitled to have, in addition to 
 the capital stock to which it is itself entitled, a further amount of 
 capital stock equal to the amount upon which bonus was paid by 
 the company whose property and franchises it purchases, without 
 further payment of bonus. ^* 
 
 Bonus is not a tax, and is not entitled to preference as such 
 under the bankrupt laws.^** 
 785. Acts Imposing the Tax. 
 
 Every corporation, joint-stock association, limited partnership, 
 and company whatsoever, from which a report is required under 
 the twentieth section hereof, shall be subject to, and pay into 
 the treasury of the Commonwealth annually, a tax at the rate 
 of five mills upon each dollar of the actual value of its whole cap- 
 
 (21) Grand I^aundry Co., 36 Pa. C. C, 405 (1909) ; 19 D. R., 428. Op. 
 Dep. Atty. Gen. 
 
 (22) Com. V. Independence Trust Co., 233 Pa., 92 (191 1), reversing 14 
 Dau. Co. Rep., 103 (1911). 
 
 (23) Com. V. Cornplanters' Ref. Co., 15 Dau. Co. Rep., 93 (1912) ; 40 
 Pa. C. C, 72; 22 D. R., 732. 
 
 (24) Com. V. Matheson Automobile Co., 16 Dau. Co. Rep., 14 (1913) ; 
 41 Pa. C. C, 20; Com. V. Consolidated Teleph. Cos. of Penna., 16 Dau. 
 Co. Rep., 112 (1913) ; 41 Pa. C. C. 17. 
 
 (24*) Com. V. York Silk Milling Co., 192 Fed. Rep., 81 (19"). 
 
194 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ital stock of all kinds, including common, special, and preferred, 
 as ascertained in the manner prescribed in said twentieth sec- 
 tion; and it shall be the duty of the treasurer or other officers 
 having charge of any such corporation, joint-stock association, 
 or limited partnership, upon which a tax is imposed by this sec- 
 tion, to transmit the amount of said tax to the treasury of the 
 Commonwealth within thirty days from the date of the settle- 
 ment of the account by the Auditor General and the State Treas- 
 urer: Provided, That for the purposes of this act, interest in 
 limited partnerships or joint-stock associations shall be deemed 
 to be capital stock, and taxable accordingly: Provided also, 
 That corporations, limited partnerships, and joint-stock associa- 
 tions, liable to tax on capital stock under this section, shall not 
 be required to pay any further tax on the mortgages, bonds, and 
 other securities owned by them, and in which the whole body of 
 stockholders or members, as such, have the entire equitable in- 
 terest in remainder; but corporations, limited partnerships, and 
 joint-stock associations owning or holding such securities as trus- 
 tees, executors, administrators, guardians, or in any other man- 
 ner than for the whole body of stockholders or members thereof 
 as sole equitable owners in remainder, shall return and pay the 
 tax imposed by this act upon all securities so owned or held by 
 them, as in the case of individuals. And provided further. That 
 the provisions of this section shall not apply to the taxation of the 
 capital stock of corporations, limited partnerships, and joint- 
 stock associations, organized for laundering or manufacturing 
 purposes, which is invested in and actually and exclusively em- 
 ployed in, carrying on laundering or manufacturing within the 
 state, excepting companies engaged in the brewing or distilling 
 of spirits or malt liquors, and such as enjoy and exercise the 
 right of eminent domain, but every laundering or manufacturing 
 corporation, limited partnership, or joint-stock association shall 
 pay the state tax of five mills herein provided, upon such pro- 
 portion of its capital stock, if any, as may be invested in any 
 property or business not strictly incident or appurtenant to its 
 laundering or manufacturing business, in addition to the local 
 taxes assessed upon its property in the district where located: 
 it being the object of this proviso to relieve from state taxation 
 only so much of the capital stock as is invested purely in the 
 laundering or manufacturing plant and business : Provided fur- 
 ther. In case of fire and marine insurance companies, the tax im- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I95 
 
 posed by this section shall be at the rate of three mills upon each 
 dollar of the actual value of the whole capital stock : Provided, 
 That nothing in this act shall be so construed as to apply to build- 
 ing and loan associations chartered by the state of Pennsyl- 
 vania.'" 
 
 792. Beports and Appraisements of Capital Stock. 
 
 A registered foreign corporation may maintain an action of 
 trespass within the Commonwealth, although it has not filed a re- 
 port of capital stock with the Auditor General.^"* 
 
 A tax computed on the value of the capital of a foreign cor- 
 poration employed in Pennsylvania and not on the value of its 
 capital stock therein invested cannot be sustained. "True, the 
 courts have held that under the tax system of the Commonwealth, 
 of which the Act of 1891 is a part, this tax is a property tax, or a 
 tax on the property which represents the capital stock, but by 
 that we do not understand that the tax is on the property as such. 
 The property and capital stock are not identical; it is the latter 
 which is to be valued and taxed ; Com. v. L. S. & M. S. Railroad 
 Company, 3 Dauphin County Reports, 172; Pullmans Palace Car 
 Co. V. Com., 107 Pa., 156; Com. v. Telephone Co., 129 Pa., 217. 
 This act is not construed with respect to domestic corporations as 
 taxing their property and assets, and there is no reason for so 
 construing it with respect to foreign corporations. Both are 
 taxed under the same statute, and its construction must neces- 
 sarily be the same as to both. So much of the capital stock of a 
 foreign corporation, therefore, as is used and employed in the 
 state is taxable at its actual value. In the present case the tax is 
 computed on the value of the property as such, not on the value 
 of the capital stock. For this there is no warrant in the statute 
 and the claim of the Commonwealth cannot be sustained." ^* 
 
 The actual value in cash of the capital stock of a corporation 
 in an appraisement may not be arrived at by adopting as such 
 
 (25) Act of July 22, 1913, P. L. 903, superseding the Act of June 7, 
 1911, P. L. 673. The Act of 1911 was, in the main, a re-enactment of the 
 Act of June 7, 1907, P. L. 430, amending the first section of the Act of 
 June 8, 1891, P. L. 229, which Act of 1907 was held unconstitutional in 
 Provident Life & Trust Co. v. Hammond, 230 Pa., 407 (1911), because of 
 a defect in its title. The above act exempts laundering companies from 
 the tax on capital stock. 
 
 (25*) Penn Chemical Co. v. Ammerman, 40 Pa. C. C, 608 (1912). 
 
 (26) Cora. V. Schwarzchild & Sulzberger, 12 Dau. Co. Rep., 159 ( 1909) ; 
 Com. V. Gandy Belting Co., 12 Dau. Co. Rep., 182 (1909) ; 37 Pa. C. C, 49. 
 
10 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 valuation the value of the gross assets alone without considering 
 the liabilities of the corporation. The franchises, dividends, gross 
 and net earnings, surplus and undivided profits and market price 
 are also items of relative evidence.^' 
 
 The taxation of a corporation upon a valuation of its capital 
 stock made upon a wholly different basis from that applied to set- 
 tlements against other corporations in the same class, and pro- 
 portionately much greater, is unconstitutional for want of uni- 
 formity.^' 
 
 A foreign corporation consigning belting of its own manufac- 
 ture to dealers in Pennsylvania under contracts providing that 
 belting of certain dimensions shall become the property of the 
 consignees and paid for under the terms of such contracts, em- 
 ploys capital within the state within the meaning of the acts im- 
 posing the tax upon capital stock, and is taxable on the value of 
 so much of its capital stock as is represented by the proportion 
 which its capital employed in Pennsylvania bears to its entire 
 capital. ^° 
 
 In ascertaining the actual value in cash of capital stock, all the 
 tangible assets, property, franchises, condition of the company 
 and its indebtedness must be considered.^" 
 
 In the cases cited in the note the court of common pleas of 
 Dauphin county passed upon the value of the shares of capital 
 stock of several corporations. As each case was decided upon 
 the consideration of a more or less complicated series of facts 
 peculiar to the corporation concerned, it has not been thought 
 advisable, in a work which treats of taxation only incidentally, 
 to devote space to a consideration of these cases at length, no 
 novel question of law being involved in them.^^ 
 
 (27) Com. V. Provident Life & Trust Company of Philadelphia, 12 
 Dau. Co. Rep., 104 (1909)- 
 
 (28) Com. V. Provident Life & Trust Co. of Philadelphia, 12 Dau. Co. 
 Rep., 104 (1909). 
 
 (29) Com. V. Gandy Belting Co., 12 Dau. Co. Rep., 182 (1909) ; 37 Pa. 
 C. C, 49- 
 
 (30) Com. V. Pgh. B. & L. E. R. R. Co., 14 Dau. Co. Rep., 146 
 (1911). 
 
 (31) Com. V. Pullman Co., 16 Dau. Co. Rep., 142 (1913) ; Com. v. 
 Black Creek Impt. Co., 40 Pa. C. C, 621 (1912) ; 16 Dau. Co. Rep., 108 
 Com. V. Penn Traffic Co., 40 Pa. C. C, 477 (1912) ; 16 Dau. Co. Rep., 36 
 Com. V. Cambria IncUned Plane Co., 40 Pa. C. C. 479 (1912) ; 16 Dau. Co. 
 Rep., 33; Com. V. White Haven Water Co., 16 Dau. Co. Rep. i, (1912) 
 Com. V. Provident Life & Tr. Co., 40 Pa. C. C, 384 (1913) ; 16 Dau. Co. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. I97 
 
 704. Other blatters to be Considered in Making Appraisements. 
 
 Undivided profits of a corporation used in the construction and 
 equipment of an office building, which profits had been deducted 
 from the amount of profit appearing upon the books of the cor- 
 poration, may be considered by the accounting officers in arriv- 
 ing at the taxable value of the capital stock of the company.'^ 
 
 801. What Proportion of the Capital Stock of Corporations is not 
 Taxable. 
 
 A foreign corporation, the corporate business of which is 
 wholly carried on in another state, but which maintains an office 
 in Pennsylvania for the purpose of making transfers of stock, 
 and which keeps a bank deposit in said state, the amount of which 
 is used in carrying on business without the state, is not taxable 
 upon so much of the capital as is represented by the said deposit.'^ 
 
 The capital stock of corporations invested in coal mined by 
 them, which coal is situated in other states, there awaiting sale, 
 is not taxable.'* 
 
 So much of the capital stock of corporations as is invested in 
 the shares of banks, which banks have paid the four-mill tax on 
 their shares on or before March first in each year, is not taxable.'^ 
 
 A foreign manufacturing corporation maintaining offices for 
 corporate purposes in the state of its domicile, but carrying on 
 its operations in Pennsylvania, is not taxable upon so much of its 
 capital stock as is invested in bonds, mortgages and other evi- 
 dences of indebtedness owned by it, oven where the same are 
 physically within Pennsylvania, the situs of such personalty for 
 taxation being the state of domicile of the corporation.^® 
 
 Rep., 120; 22 D. R., 773; Com. v. Pgh. B. & L. E. R. R. Co., 14 Dau. Co. 
 Rep., 146 (1911) ; Com. v. Johnstown Pass. Rwy. Co., 16 Dau. Co. Rep., 
 93 (1913) ; Com. V. Atlantic Crushed Coal Co., 16 Dau. Co. Rep., 11 
 (1913); 41 Pa. C. C, 60. 
 
 (32) Com. V. Girard Trust Co., 16 Dau. Co. Rep., 26 (1912) ; 4« Pa. C. 
 C, 93; 22 D. R., 771. 
 
 (33) Com. V. Tonopah Mining Company of Nevada, 12 Dau. Co. Rep., 
 95 (1909) ; 19 D. R., 260. 
 
 (34) Del., Lack. & W. R. R. Company v. Pennsylvania, 198 U. S., 341 
 (1905), reversing Com. v. Del., Lack. & W. R. R. Co., 206 Pa. 645 
 
 (1903). 
 
 (35) Com. V. Hazelwood Savings & Trust Co., 38 Pa. C. C, 683 
 (1911) ; 14 Dau. Co. Rep., 129. 
 
 (36) Com. V. Curtis Publishing Co., 237 Pa., 333 (1912) ; 15 Dau. Co. 
 Rep., 122. 
 
198 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 801a. Corporations not Entitled to Exemption. 
 
 A real estate company which has contracted to purchase real 
 estate from the United States is not entitled to exemption from 
 tax on its capital stock, such tax not being in any sense a tax 
 upon the property of the Federal government.^** 
 806. Manufacturing and Laundering Companies. 
 
 See Section 785. 
 
 806a. Exemption from Tax on Capital Stock of Corporations En- 
 gaged in the Manufacture of Denatured Alcohol — Reports 
 to Auditor General— Penalty. 
 Any person, firm or corporation, owning or operating a dis- 
 tillery, in this Commonwealth, which produces only denatured 
 alcohol for industrial purposes, and not to be used as a beverage 
 or for medicinal purposes, shall not be required to obtain a license 
 to operate such distillery under the provisions of the law, ap- 
 proved the thirtieth day of July, one thousand eight hundred 
 ninety-seven, entitled "An act to provide revenue, and regulate 
 the sale of malt, brewed, vinous, and spirituous liquors, or any 
 admixture thereof, by requiring and authorizing licenses to be 
 taken out by brewers, distillers, wholesalers, bottlers, rectifiers, 
 compounders, store-keepers and agents, having a store, office or 
 place of business, within this Commonwealth; prescribing the 
 amount of license fees to be paid in such cases, and by imposing 
 an additional license fee on retail dealers in intoxicating liquors," 
 or any other law regulating the manufacture and sale of vinous, 
 spirituous, malt or brewed liquors. Any such corporation shall, 
 for purposes of state taxation, be deemed to be a corporation or- 
 ganized for manufacturing purposes : Provided, That any per- 
 son, firm or corporation, who shall take advantage of or oper- 
 ate under the provisions of this act, shall make, and file with the 
 Auditor General of this Commonwealth, on or before the first 
 day of February of each year, a statement, in such form as the 
 Auditor General may prescribe, setting forth in detail the nature 
 and character of the business conducted ; the kind and amount of 
 materials produced, made or manufactured ; the location of the 
 plant, distillery, or distilleries; the number of gallons of de- 
 natured alcohol manufactured or produced during the previous 
 calendar year, up to the first of January before such report is 
 made. Such report, or statement, shall be signed and sworn 
 to by the person, persons, or one of the firm of a company, or by 
 (36*) Com. V. Mint Realty Co., 15 Dau. Co. Rep., 23 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 199 
 
 the president of a corporation, respectively, taking advantage or 
 operating under tlie provisions of this act.^^** 
 
 Any person, firm, or corporation who shall violate any of 
 the provisions of this act, or who shall neglect to comply with 
 any of the provisions of this act, or any person who shall make 
 a false statement or false oath to any matter, fact, or thing in 
 any statement required to be filed under the provisions of this act, 
 shall be deemed guilty of a misdemeanor, and, upon conviction, 
 shall be sentenced to pay a fine or penalty not to exceed three 
 hundred dollars, together with the costs of prosecution.^' 
 
 808. Wliat Capital Stock is Actually and Exclusively Employed in 
 "Manufacturing" Within the Exemption. 
 
 A corporation which has been engaged in manufacturing but 
 has ceased to do business, although remaining the owner of val- 
 uable property, is liable for taxation, and is not exempt on the 
 ground of its being a manufacturing corporation. In such case, 
 the actual value of the stock should be determined by the value 
 of the property which the corporation owns.^'* 
 
 A corporation engaged in the manufacture of cement and 
 asphalt floors, pavements and roadways and structural concrete is 
 a manufacturing corporation within the meaning of the Act of 
 June 8, 1893, P. L. 353, and as such entitled to exemption from 
 taxation upon so much of its capital stock as is invested in said 
 business, and a foreign manufacturing corporation doing business 
 in Pennsylvania is entitled to the same exemption as a domestic 
 corporation.^* 
 
 Obligations of domestic corporations held by other domestic 
 corporations paying a capital stock tax are not taxable, but such 
 obligations held by corporations not paying a capital stock tax 
 or by banks not paying the four mills tax on or before the first 
 day of March in each year are taxable.'' 
 
 A limited partnership association organized for manufactur- 
 ing purposes had a deposit of $100,000 with another similar asso- 
 
 (36**) Sec. I, Act of July 22, 1913, P. L. 914. 
 
 (37) Sec. 2, Act of July 22, 1913, P. L. 914. 
 
 (37*) Com. V. Excelsior Brick & Stone Co., 233 Pa., 84 (1911) ; 14 
 Dau. Co. Rep., 82. 
 
 (38) Com. V. Filbert Paving & Construction Co., 229 Pa., 231 (1910) ; 
 12 Dau. Co. Rep., 57 (1909). 
 
 (39) Com. V. Lake Shore & M. S. Rwy. Co., 14 Dau. Co. Rep., 107 
 (1911). 
 
200 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ciation during the tax year. Held, reversing the court below, 
 that the capital stock representing such deposit was not taxable in 
 the absence of affirmative proof* that such deposit was not neces- 
 sary to its manufacturing operations.*" 
 
 Manufacturing corporations are entitled to exemption on so 
 much of their capital as is invested in so much crude material 
 for their operations as will be necessary for use during the tax 
 year and no more. Hence a company engaged in the manufacture 
 of wood pulp is not entitled to exemption on so much of its cap- 
 ital stock as is invested in timber lands, containing a greater 
 amount of timber than will be used in the operations of the com- 
 pany for many years.*^ 
 
 So also a manufacturing corporation engaged in manufactur- 
 ing wood alcohol is not entitled to exemption upon so much of its 
 capital as is invested in timber or timber rights in a quantity suf- 
 ficient to supply its needs for six years to come.*^ 
 
 In such cases the capital stock so invested cannot be said to be 
 "actually and exclusively employed in carrying on manufacturing 
 within the state" within the meaning of the Act of June 8, 1893, 
 
 P.L. 353- 
 
 A company engaged in the slaughtering of animals and selling 
 the meat and by-products of the animals slaughtered, in their 
 original condition, is not a manufacturing company and its capita: 
 stock is, therefore, subject to taxation.*^ 
 
 809. Poreign Manufacturing Companies. 
 
 A foreign manufacturing corporation maintaining offices for 
 corporate purposes in the state of its domicile, but carrying on 
 its operations in Pennsylvania, is not taxable upon so much of its 
 capital stock as is invested in bonds, mortgages and other evi- 
 dences of indebtedness owned by it, even where the same are 
 
 (40) Com. V. Dilworth, Porter & Co., Lim., 242 Pa., 194. This case is 
 set for re-argument in the Supreme Court. 
 
 (41) Com. V. N. Y. & Penna. Co., 40 Pa. C. C, 413; 16 Dau. Co. Rep., 
 
 51 (1913)- 
 
 (42) Com. V. Custer City Chemical Company, 40 Pa. C. C, 409; 16 
 
 Dau. Co. Rep., 49 (1913)- 
 
 (43) Com. V. Consolidated Dressed Beef Co., 16 Dau. Co. Rep., 79 
 (1913) ; 242 Pa., 163. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 201 
 
 physically within Pennsylvania, the situs of such personalty for 
 taxation being the state of domicile of the corporation.** 
 814. Miscellaneous. 
 
 When the period to which the existence of a corporation is 
 limited by its charter has expired, it ceases to be either a de jure 
 or a de facto corporation, without any action by the state or a 
 court, and is not liable for tax on its capital stock, even though it 
 assumes to exercise corporate powers.*^ 
 
 817. Act Imposing the Tax. 
 
 The following provisions supplement the provisions of Section 
 4 of the Act of June 30, 1885, P. L. 194. 
 
 All scrip, bonds, or certificates of indebtedness issued by any 
 and every private corporation, incorporated or created under the 
 laws of this Commonwealth or the laws of any other state or of 
 the United States, and doing business in this Commonwealth, 
 and all scrip, bonds, or certificates of indebtedness issued by any 
 county, city, borough, township, school district, or incorporated 
 district of this Commonwealth are hereby made taxable in the 
 year one thousand nine hundred and fourteen, and annually there- 
 after, for state purposes, at the rate of four mills on each dollar 
 of the nominal value thereof : Provided, That this section shall 
 not apply to bank notes, or notes discounted or negotiated by any 
 bank or banking institution, savings institution or trust company : 
 And provided, That the provisions of this act shall not apply to 
 building and loan associations, or to savings institutions having 
 no capital stock ; but nothing herein contained shall be construed 
 to relieve or exempt individual depositors, in savings institutions 
 having no capital stock, from any taxation to which such de- 
 positors may be subject; and if at any time, either now or here- 
 after, any persons, individuals, or bodies corporate have agreed 
 or shall hereafter agree to issue his, their, or its securities, bonds 
 or other evidences of indebtedness, clear of and free from the 
 said four mills tax, herein provided for, or have agreed or shall 
 hereafter agree to pay the same, nothing herein contained shall be 
 so construed as to relieve or exempt him, it, or them from paying 
 the said four mills tax on any of the said such securities, bonds, 
 or other evidences of indebtedness, as may be held, owned by, or 
 owing to the said saving institution having no capital stock : And 
 
 (44) Com. V. Curtis Publishing Co., 237 Pa., 333 (1912). 
 
 (45) Com. V. East Brady Caloric Co., 16 Dau. Co. Rep., 170 (1913). 
 14 
 
202 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 provided further, That the provisions of this act shall not apply 
 to fire companies, firemen's relief associations, life or fire in- 
 surance corporations having no capital stock, secret and bene- 
 ficial societies, labor unions and labor union relief associations, 
 and all beneficial organizations paying sick or death benefits, or 
 either or both, from funds received from voluntary contributions, 
 or assessments upon members of such associations, societies, or 
 unions : And provided further, That corporations, limited part- 
 nerships, and joint-stock associations, liable to tax on capital 
 stock for state purposes, shall not be required to pay any further 
 tax under this section on the mortgages, bonds, and other secur- 
 ities owned by them in their own right ; but corporations, limited 
 partnerships, and joint-stock associations, holding such securities 
 as trustees, executors, administrators, guardians, or in any other 
 manner, shall be liable for the tax imposed by this section upon 
 all securities so held by them, as in the case of individuals : And 
 provided further. That none of the classes of property made tax- 
 able by this section for state purposes shall be taxed or taxable 
 for county, school, or other local purposes.*^ 
 
 The tax for state purposes, imposed upon obligations of pri- 
 vate and public corporations by section seventeen of this act, shall 
 be collected in the same manner as the tax heretofore imposed for 
 state purposes upon such obligations ; it being the true intent and 
 meaning of this act that the provisions of the law in force at the 
 time of the passage of this act, relating to the collection of the 
 state tax upon such obligations, shall remain unaffected by the 
 present act.*' 
 
 818. Decisions. 
 
 A foreign corporation having property invested in Pennsyl- 
 vania and engaged in business therein, whose assistant treasurer 
 resides in the Commonwealth, and pays in this state interest on 
 its bonded indebtedness, is subject to the provisions of Section 4 
 of the Act of June 30, 1885, P. L. 193, and responsible for the 
 tax upon its obligations held by residents of the Commonwealth 
 where it fails to collect the tax from such holders,** but where 
 the treasurer of such a corporation resides outside of Pennsyl- 
 vania and performs every act connected with the payment of 
 
 (46) Sec. 17, Act of June 17, 1913, P. L. 507. 
 
 (47) Sec. 18, Act of June 17, 1913, P. L. 507- 
 
 (48) Com. V. Welsbach Co., 16 Dau. Co. Rep., 130 (1913). 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 203 
 
 interest on its obligations outside of this Commonwealth, he may 
 not be required to collect the tax from the interest paid to holders 
 of such obligations resident in Pennsylvania, though such inter- 
 est is paid in that state through a trust company therein.*^* 
 
 819. Corporate Loans Exempt From Taxation. 
 
 Promissory notes of corporations held and owned by incor- 
 porated state and savings banks, which have paid the four mills 
 tax on their shares of stock on or before the first day of March 
 in each year, are not taxable, and it is immaterial whether such 
 notes are regularly discounted by the banks or interest is paid on 
 them when they fall due.*^ 
 
 The exemption from taxation contained in the proviso to the 
 Act of June 15, 1897, P. L. 293, embraces state as well as local 
 taxes and exempts corporate as well as individual loans. ''' 
 
 Banks and savings institutions paying the four mills tax upon 
 the actual value of their shares of stock, surplus and undivided 
 profits, on or before the first day of March in each year, are not 
 taxable on bonds, mortgages, etc., owned by them in their own 
 right, and the treasurers of Pennsylvania corporations, the obli- 
 gations of which are owned by such banks or savings institutions, 
 are not required, on the payment of interest on such obligations, 
 so held, to deduct and pay the tax on corporate loans on such ob- 
 ligations.^^ 
 
 The bonds, mortgages, etc., owned by banks and savings insti- 
 tutions electing to pay the ten mills tax on the par value of their 
 shares of stock, surplus and undivided profits are, however, sub- 
 ject to the tax on personal property and the tax on corporate 
 loans.^^ 
 
 The Commonwealth cannot impose upon a foreign corporation 
 the duty, when paying in another state the interest due upon 
 scrip, bonds or certificates of indebtedness held by residents of 
 Pennsylvania, of deducting from the interest so paid the amount 
 of tax on loans in the hands of residents of Pennsylvania.^' 
 
 A corporation a portion of the capital stock of which is held 
 
 (48*) Com. V. Barrett Mfg. Co., 16 Dau. Co. Rep., 185 (1913). 
 (49) Com. V. White Haven Water Co., 11 Dau. Co. Rep., 22 (1908). 
 (so) Com. V. White Haven Water Co., 11 Dau. Co. Rep., 22 (1908). 
 
 (51) Com. V. Clairton Steel Co., 222 Pa., 293 (1908). 
 
 (52) Com. V. Clairton Steel Co., 222 Pa., 293 (1908). 
 
 (53) Com. V. N. Y. C. & H. R. R. R. Co., 14 Dau. Co. Rep., 68 (1911). 
 
204 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 by a municipal corporation is not relieved from the payment of 
 tax on its loans.^* 
 
 A bond executed and delivered by a domestic corporation, 
 as collateral security for the payment of a mortgage executed 
 by a predecessor in title to lands owned by the corporation 
 issuing the bond is not taxable; neither is a mortgage held in 
 trust for the benefit of no particular person but for a charitable 
 object.°° 
 
 The bonds and mortgages held by trust companies, which 
 companies pay the tax imposed by the Act of June 13, 1907, 
 P. L,. 640, on or before the first day of March in each year, are 
 exempt from taxation.'^ 
 
 820. Decisions. 
 
 Bonds held in trust by a corporation for non-resident cestuis 
 que trustent are subject to the tax on corporate loans, and if 
 the corporation trustee fail to pay the tax on such obligations, 
 as provided by the act of June 8, 1891, P. L. 229, it is itself 
 liable for the tax.^' 
 
 The fact that bonds taxable in this state under the Act of June 
 8, 1891, P. L. 229, have been pledged as collateral security by 
 the owners thereof to persons not residents of Pennsylvania 
 does not aflfect the duty of the owners of the said bonds to pay 
 taxes thereon in Pennsylvania.^* And the same is true where 
 the bonds are held by non-residents to secure indemnity.^' 
 
 825. Decisions Kelative to Tax on Gross Keceipts. 
 
 A municipal corporation owning stock in a private corpora- 
 tion furnishing electric light to a borough, owns said stock in 
 a private capacity, and such private corporation is liable for tax 
 on its entire gross receipts."" 
 
 A street railway corporation is not liable for tax on so much 
 
 (54) Com. V. Carlisle Gas & Water Co., 14 Dau. Co. Rep., 133 (1911). 
 
 (55) Com. V. Wm. M. Lloyd Co., 15 Dau. Co. Rep., 149 (1912). 
 
 (56) See Sec. 835. 
 
 (57) Com. V. Phila. Mortgage & Trust Co., 40 Pa. C. C, 62 (1912) ; 15 
 Dau. Co. Rep., 96. 
 
 (58) Com. V. Buffalo & Lake Erie Traction Co., 233 Pa., 79 (1911) ; 14 
 Dau. Co. Rep., 114. 
 
 (59) Com. V. Hudson Coal Co., 14 Dau. Co. Rep., 137 (1911). 
 
 (60) Com. V. Carlisle Gas & Water Co., 14 Dau. Co. Rep., 142 (1911). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 205 
 
 of its gross receipts as is derived from the sale of electric cur- 
 rent and the rental of its tracks. °^ 
 
 A railroad corporation is not liable for tax on gross receipts 
 derived from car-mileage and per diem compensation received 
 for the use of its cars upon other lines."^ 
 
 833. Bonds, Mortgages, Etc., Held by Banks. 
 
 Banks and savings institutions paying the four mills tax 
 upon the actual value of their shares of stock, surplus and un- 
 divided profits, on or before the first day of March in each year, 
 are not taxable on bonds, mortgages, etc., owned by them in 
 their own right, and the treasurers of Pennsylvania corporations, 
 the obligations of which are owned by such banks or savings 
 institutions, are not required, on the payment of interest on such 
 obligations so held to deduct and pay the tax on corporate loans 
 on such obligations.^^ 
 
 The bonds, mortgages, etc., owned by banks and savings in- 
 stitutions electing to pay the ten mills on the par value of their 
 shares of stock, surplus and undivided profits are, however, 
 subject to the tax on personal property and the tax on corporate 
 loans.^* 
 
 Unless the four-mill tax is paid by state and savings banks 
 on or before the first day of March in each year, such banks are 
 taxable upon the bonds, mortgages, etc., held by them.°^ 
 
 833a. Bonds, Mortgages, Etc., Held by Savings Institutions With- 
 out Capital Stock. 
 Corporate bonds, mortgages, etc., issued free of tax, and 
 owned by savings banks without capital stock were subject to the 
 tax on corporate loans under the provisions of the Act of May 
 I, 1909, P. L. 298, and doubtless remain so under the provisions 
 of the Act of June 17, 1913, P. L. 507, which follows very closely 
 in this respect the language of the Act of 1909.°° 
 
 (61) Com. V. Lehigh Valley Transit Co., 14 Dau. Co. Rep., 88 (1911) ; 
 41 Pa. C. C, 187. 
 
 (62) Com. V. Buffalo & Susquehanna R. R. Co., 14 Dau. Co. Rep., 117 
 (1911) ; 41 Pa. C. C, 190. 
 
 (63) Com. V. Clairton Steel Co., 222 Pa., 293 (1908). 
 
 (64) Com. V. Clairton Steel Co., 222 Pa., 293 (1908). 
 
 (65) Com. V. Clairton Steel Company, 229 Pa., 246 (1910) ; 12 Dau. 
 Co. Rep., 19s (1909)- 
 
 (66) Com. V. Lehigh Valley R. R. Co., 16 Dau. Co. Rep., 164 (1913I. 
 See Sec. 747a. 
 
206 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 835. Taxation of Trust Companies. 
 
 The Act of June 13, 1907, P. L,. 640, is constitutional but 
 is not retroactive, and the shares of stock of trust companies 
 were taxable from the first Monday of November, 1906, to 
 June 13, 1907, under the provisions of the Act of June 8, 1891, 
 P. L,. 229, although the latter act was repealed by the said Act 
 of June 13, 1907, which act does not contain a saving clause 
 reserving the right to collect such accrued taxes."' 
 
 Banks incorporated under special acts and possessing, in ad- 
 dition to their banking powers the power to transact to a limited 
 extent the business of a trust company, which trust business 
 they transact to a very small extent, are not subject to taxation 
 as trust companies under the Act of June 13, 1907, but are tax- 
 able as banks under the Act of July 15, 1897."^ 
 
 The report required to be filed by trust companies is not con- 
 clusive upon the Auditor General as to the taxable value of the 
 shares of stock of such companies, and where he is not satis- 
 fied with the correctness of a report it is his duty to inquire 
 further and make settlement upon the actual value of the stock 
 when ascertained."^ 
 
 Where the return filed by a trust company appraises the value 
 of its shares at a certain amount, but it appears from the data 
 contained in the report that securities representing undivided 
 profits were appraised at their cost price, while their reported 
 value during the tax year was greatly in excess of such price, 
 which difference the company recognized by carrying it to a 
 reserve account, the Auditor General may take the higher value 
 of such securities as a basis for ascertaining the actual value of 
 the shares of stock.'" 
 
 837. Decisions. 
 
 A corporation organized to receive in trust contributions and 
 
 {67) Com. V. Mortgage Trust Company of Pa., 227 Pa., 163 (1910), 
 reversing 12 Dau. Co. Rep., 24 (1909). 
 
 (68) Com. V. Peoples' Bank of Wilkes-Barre, 14 Dau. Co. Rep., 85 
 (1911) ; Com. V. Anthracite Savings Bank of Wilkes-Barre, 14 Dau. Co. 
 Rep., 91 (1911) ; Com. v. Miners' Savings Bank of Wilkes-Barre, 14 Dau. 
 Co. Rep., 95 (1911)- 
 
 (69) Com. V. Union Trust Company of Pittsburgh, 237 Pa., 353 (1912) ; 
 IS Dau. Co. Rep., no. 
 
 (70) Com. V. Union Trust Company of Pittsburgh, 237 Pa., 353 (1912) ; 
 15 Dau. Co. Rep., no. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 207 
 
 benefactions to invest and use the same for the support and 
 relief of the widows and children of the ministers of the Protes- 
 tant Episcopal Church, which issues policies of insurance to 
 resident ministers of said church payable only at their deaths 
 to their widows and children or such of them as they may ap- 
 point, said policies to be void if the assured abandon the min- 
 istry of said church or is removed therefrom, is not an insurance 
 company and is not subject to the tax on premiums.''^ 
 
 A mutual insurance company which receives a deposit of 
 money from its policy holders sufficient to meet each policy 
 holder's share of expenses and pay assessments to which he 
 may become liable, any amount so applied to be returned to the 
 policy holder, is within the exception contained in the Act of June 
 28, 1895, P. L. 408, the fund accumulated not being an accumu- 
 lated reserve.'^ 
 
 839. Act Imposing the Tax. 
 
 Section i of the Act of June 28, 1895, P. L. 408, amending 
 Section 24 of the Act of June i, 1889, P. L,. 420, imposes the 
 tax on "the entire amount of premiums of every character and 
 description received by said company or association in this State." 
 The i6th Section of the Act of June i, 191 1, P. L. 607, (see 
 Section 1955) imposes the tax on "the entire amount of pre- 
 miums of every character and description received from business 
 transacted in the Commonwealth .... whether the same 
 were collected in this Commonwealth or elsewhere." 
 
 Under the said First Section of the Act of June 28, 1895, P- 
 L. 408, it was held that a foreign insurance company was tax- 
 able upon all premiums received by the company from policy 
 holders residents of Pennsylvania, even though paid directly to 
 the home office or to agencies outside of Pennsylvania. The Act 
 of 191 1 expressly provides for this.'^ 
 
 The tax is laid on the gross premiums of every character and 
 
 (71) Com. V. Corporation for the Relief of the Widows and Children 
 of Clergymen of the P. E. Church, 15 Dau. Co. Rep., 29 (191 1). 
 
 (72) Com. V. Phila. Manufacturers' Mut. Life Ins. Co., 16 Dau. Co. 
 Rep., 105 (1913) ; affirmed by Supreme Ct., 242 Pa., 203. 
 
 (73) Com. V. Equitable Life Assurance Society of the U. S., 239 
 Pa., 288 (1913), reversing 15 Dau. Co. Rep., 99; 40 Pa. C. C, 500. 
 
2o8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 description, and no abatement may be allowed by the Insurance 
 Commissioner on account of dividends allowed to policyholders.'* 
 A foreign surety company is liable for tax on its gross pre- 
 miums received within the state for becoming surety for Fed- 
 eral officials. The tax is not on the bonds or contracts of sure- 
 tyship, but is a charge for the privilege of transacting business 
 in the state, measured by the amount of business done.'^ 
 
 847a. Tax on Anthracite Coal. 
 
 Hereafter every ton of anthracite coal of the weight of two 
 thousand two hundred and forty pounds avoirdupois, prepared 
 for market in this Commonwealth, shall be subject to a State tax 
 of two and one-half per centum of the value thereof when pre- 
 pared for market, to be settled and collected as provided by law 
 for other State taxes.'^ 
 
 847b. Reports. 
 
 Every operator of an anthracite coal mine or mines in this 
 Commonwealth shall report to the Auditor General, in the 
 month of January in each year thereafter, the number of such 
 tons of anthracite coal mined by such operator within the calen- 
 dar year then next preceding, and the value thereof prepared for 
 market. Such report shall be in writing, under the oath of the 
 operator if an individual, or of one of them if more than 
 one individual, or of a principal executive officer of a corporation, 
 limited partnership, or joint-stock association.''' 
 
 847c. Penalties for Failure to Report. 
 
 If any such operator shall fail to furnish such report within the 
 time required, it shall be the duty of the accounting officers of 
 the Commonwealth to add ten per centum to the tax for each 
 and every year for which such report was not so furnished, 
 which percentage shall be settled and collected with the said 
 tax in the usual manner of settling accounts and collecting such 
 
 (74) North Western Mutual Life Ins. Co., 36 Pa. C. C, 100 (1909) ; 
 18 D. R., 490. 
 
 (75) Com. V. Fidelity & Deposit Co. of Maryland, 40 Pa. C. C, 539 
 (1913) ; 16 Dau. Co. Rep., 62. 
 
 (76) Sec. I, Act of June 27, 1913, P. L. 639. This tax is not confined 
 in its application to corporations, but as coal is mined principally by cor- 
 porations it has been thought best to insert the act imposing the tax in 
 this work. 
 
 {77) Sec. 2, Act of June 27, 1913, P. L. 639. 
 
private; corporations in Pennsylvania. 209 
 
 taxes ; and if any individual operator, or the officers of an opera- 
 tor being a corporation, limited partnership, or joint-stock asso- 
 ciation, or any of them, shall intentionally fail to make such 
 report, he or they shall be deemed guilty of a misdemeanor, and 
 on conviction thereof shall be sentenced to pay a fine of five 
 hundred dollars, and undergo imprisonment not exceeding one 
 year, or both or either, at the discretion of the court.^* 
 
 847d. Estimated Settlements. 
 
 If the Auditor General or State Treasurer is not satisfied with 
 the report so made, they are hereby authorized and empowered 
 to make an estimate of the number of tons mined by the operator, 
 and to settle an account on the basis of such estimate for the 
 taxes, penalties, and interest due the Commonwealth thereon, 
 with the right to the operator, dissatisfied with any settlement 
 so made, to appeal therefrom in the manner provided by law ; 
 and, if no such report is made, the Auditor General and State 
 Treasurer shall make an estimate and settle an account as afore- 
 said, from which settlement there shall be a right of appeal in 
 the manner provided by law/" 
 
 847e. Distribution of Proceeds of Tax. 
 
 Each county shall receive from the State Treasurer, for the 
 use of the several cities, boroughs, and townships thereof, one- 
 half of the said tax collected from operators in said county; 
 and the treasurer thereof shall, within thirty days thereafter, 
 pay over the same to the treasurers of the several cities, bor- 
 oughs, and townships in said county pro rata, according to their 
 respective populations as shown by the last preceding United 
 States census.^" 
 
 889. Powers of Artificial Gas Companies — Begulations. 
 
 A gas company which has leased the public gas plant of a 
 city may, in the absence of any prohibition in its lease, require 
 citizens desiring to become consumers of gas to sign a contract 
 agreeing to submit to a regulation that if a bill for gas be not 
 paid within ten days the flow of gas may be stopped, and a 
 penalty of three per cent, may be added to the bill if not paid 
 within five days after presentation. A citizen who has signed 
 
 (78) Sec. 3, Act of June 27, 1913, P. L. 639. 
 
 (79) Sec. 4, Act of June 27, 1913, P. L. 639. 
 
 (80) Sec. S. Act of June 27, 1913, P. L. 639. 
 
210 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 such contract has no status to maintain a bill for an injunction 
 to restrain the shutting off of gas, or the imposition of the penalty 
 of three per cent.*^ 
 
 903. Courts of Common Fleas to Determine Beasonableness of 
 Charges for Gas. 
 
 The provisos to the 7th Clause of Section 34 of the Act of 
 April 29, 1874, are repealed by the Public Service Company Law 
 of 1913 (See Section 2214) and the Public Service Commission 
 will have exclusive jurisdiction of the rates of artificial gas 
 companies on and after January i, 1914. See Sections 2135 and 
 2207. 
 
 907. Municipal Consent. 
 
 A light and heat corporation succeeded to the rights of certain 
 persons who had been granted a franchise by a borough to lay 
 gas pipes on certain streets and furnish gas within the borough 
 on condition that they furnish gas free to the churches of the 
 borough, and furnish gas to the public schools and the borough 
 council at certain rates. The said light and heat company refused 
 to comply with these conditions. In a suit brought by the bor- 
 ough and churches to enjoin the light and heat company from re- 
 fusing to supply gas upon such conditions, held that a defense 
 based upon the invalidity of the borough ordinance granting the 
 franchise was without merit, as was also a defense based upon a 
 change in conditions since the granting of said franchise.*^ 
 
 908. Municipal Regulation of and Impositions on Artificial Gas 
 
 Companies. 
 
 The Act of July 26, 1913, P. L. 1371, amends the Act of April 
 17, 1905, P. L. 183, so as to give courts of common pleas juris- 
 diction to pass upon the Reasonableness of license fees imposed 
 upon artificial gas companies for the inspection and regulation 
 of their pipes and mains. See Sections 764, 766, 769. 
 
 A borough may, in the exercise of its police power, regulate, 
 inspect and supervise the construction and maintenance on its 
 streets of the pipe line of an incorporated gas company, and im- 
 pose a reasonable charge to reimburse it for the probable expense 
 of such inspection. In determining whether such charges are 
 
 (81) Bower v. United Gas Imp. Co., 37 Pa. Super. Ct., 113 (1908). 
 (83) Bellevue Borough v. Manufacturers' Light & Heat Co., 238 Pa., 
 388 (1913). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 211 
 
 proper the presumption is that the borough officers act in good 
 faith, and have regard only to the purposes for which an ordi- 
 nance may lawfully be enacted. In an action by a borough to re- 
 cover charges for opening a street, the borough is not required to 
 show the cost of supervision and inspection in the presentation 
 of its case in chief, where there is nothing to indicate that the 
 imposition was enacted for revenue purposes under the guise of 
 a police regulation. The burden is upon the defendant to prove 
 that the charge is clearly unreasonable and the ordinance invalid. 
 A municipality in fixing license fees for opening a street may 
 make a charge large enough to cover any anticipated expense, 
 and the payment of the fee may not be avoided because it may 
 subsequently appear that it is somewhat in excess of the actual 
 expense of supervision.'* 
 
 An ordinance imposing a license fee of $3.00 for a permit to 
 open a street for each opening not exceeding three feet wide 
 and thirty feet long and a charge of five cents per square foot 
 for any additional opening in width and length at the same time 
 and place, is unreasonable and void, where it appears that the 
 borough enacting the ordinance expended nothing for super- 
 vision and inspection until three years after certain excavations 
 sought to be charged for had been made, and the evidence for the 
 company charged with the license fee shows that the work of 
 refilling had been carefully done, that defects had been promptly 
 repaired and that the license fee claimed was greatly in excess 
 of the actual cost of making, refilling and repairing the openings 
 made by the company.'^ 
 
 A township of the second class has no authority to adopt 
 through its supervisors a resolution imposing restrictions and 
 conditions upon the opening of highways for the laying of pipes 
 and the erection of poles by gas and electric companies, and 
 requiring the payment of license fees by all who so occupy the 
 highways.'^ 
 
 A borough ordinance exacting from a gas company a license 
 fee of one dollar and an additional one dollar for each twenty 
 
 (84) Chambersburg v. Chambersburg Gas Company, 38 Pa. Super. Ct., 
 3ir (1909). 
 
 (8s) Pottsville Borough v. Pottsville Gas Co., 39 Pa. Super. Ct., i 
 (1909). 
 
 (86) Easttown Township v. Merion & Radnor Gas & Electric Co., 35 
 Pa. C. C, 497 (1908) ; 18 D. R., 400. 
 
212 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 lineal feet of extension, for permission to dig trenches for ita 
 mains in the public street, is not unreasonable where the amount 
 of the license fee is not shown to be greatly disproportionate 
 to the probable necessary cost of supervision and the ordinance 
 is not for the purpose of raising revenue.^' 
 
 Gas and water companies may appeal to the court of quarter 
 sessions under the general borough Act of 185 1 and its supple- 
 ments, to set aside ordinanu?-' imposing excessive license fees 
 for the privilege of occupying the public streets with their mains 
 and excavating trenches.^* 
 
 923. Dissolution of Banking Companies for Non-User. 
 
 All corporations in this Commonwealth, having the right to 
 receive deposits of money, and to do a banking business, which 
 have not paid in the capital required by law, and have not in 
 any manner exercised the powers conferred upon them by their 
 letters patent, or which have failed to exercise their corporate 
 privileges for two years after having been liquidated, shall be 
 returned by the Banking Commissioner to the Attorney General, 
 who shall proceed by quo warranto, in the proper jurisdiction, 
 against such companies, to the end that they may be ousted from 
 their charter rights and their corporate privileges be declared null 
 and void.^^ 
 
 This act is constitutional, and a bank which has done nothing 
 more, for a period of more than two years after its incorporation, 
 than annually elect a president and directors, will be ousted from 
 its franchises under the act."" 
 
 923a. Penalty for Circulating Untrue Statements Derogatory to 
 the Financial Condition of Banks, Etc. 
 
 Any person who shall make, utter, circulate, or transmit to 
 another, or others, any statement untrue in fact, derogatory to 
 the financial condition of any bank, banking house, banking 
 company, trust company, surety company, guarantee company, 
 title insurance company, or other financial institution in this 
 Commonwealth, with intent to injure any such financial institu- 
 
 (87) Bethlehem Con. Gas Company's Appeal, 39 Pa. C. C, 357 (1911). 
 
 (88) Bethlehem Con. Gas Company's Appeal, 39 Pa. C. C, 357 (1911). 
 
 (89) Act of April 23, 1909, P. L. 143- 
 
 (90) Com. V. Reliance Safe Dep. & Trust Co., 40 Pa. C. C, 571 (1913) ; 
 16 Dau. Co. Rep., 124; affirmed by Supreme Ct., M. Dist., May T. 1913, 
 No. 28, op. filed June 27, 1913, unreported. 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 2I3 
 
 tion; or who shall counsel, aid, procure, or induce another to 
 originate, make, utter, transmit, or circulate any such statement 
 or rumor, with like intent, — shall be guilty of a misdemeanor, 
 and, upon conviction thereof, shall be punished by a fine of not 
 more than five thousand dollars ($5,000), and by imprisonment 
 at hard labor for a term not exceeding five (5) years. "^ 
 
 932. May Loan Money on Unincumbered Real Estate— Purchase of 
 Bonds and Other Obligations. 
 
 Banks chartered under the provisions of the laws of the Com- 
 monwealth of Pennsylvania be, and they are hereby, authorized 
 to loan money on the security of bonds and mortgages, or un- 
 incumbered real estate situated in this State, not in excess of 
 their time deposits, plus twenty-five per centum of their capital 
 stock, surplus, and undivided profits; and to invest their funds, 
 not exceeding their time deposits, plus twenty-five per centum 
 of their capital stock, surplus, and undivided profits, in the pur- 
 chase of such mortgages; and may also purchase, for investment, 
 any interest bearing bonds or other obligations of any corpora- 
 tion or individual. °^* 
 
 935. Capital Stock of Banks. 
 
 No corporation shall be organized under this act with a capital 
 stock of less than fifty thousand dollars, if the principal place 
 of business of said corporation shall be in a town or city of 
 more than five thousand inhabitants ; nor with a capital stock of 
 less than twenty-five thousand dollars, if the principal place of 
 business of said corporation shall be in a town of less than five 
 thousand inhabitants; which capital stock shall be divided into 
 shares of not less than fifty dollars each, which shall be deemed 
 personal property and transferable on the books of the corpora- 
 tion in such manner as may be prescribed by the by-laws and 
 articles of association thereof; and every person to whom stock 
 shall be transferred as aforesaid, shall, in proportion to the 
 shares received, succeed to all the rights and liabilities of the 
 prior holders thereof, and no change shall be made in the articles 
 of association by which the rights, remedies, or securities of 
 the existing creditors of the corporation shall be impaired. 
 
 (91) Act of April 23, 1909, P. L. 171. 
 
 (91*) Act of July 24, 1913, P. L. 972, amending Sec. I, Act of July 10, 
 1901, P. L. 639. 
 
214 PRIVATE CORPORATIONS IN PieNNSYLVANIA. 
 
 The shareholders of any corporation formed under this act 
 shall be individually responsible, equally and ratably, but not 
 one for the other, for all contracts, debts, and engagements of 
 such corporation to the amount of their stock therein, at the 
 par value thereof, in addition to the par value of such shares."^ 
 
 938. Increase of Capital Stock. 
 
 It is held by the Attorney General's Department that so much 
 of Section lo of the Act of May 13, 1876, P. L. 161, as deals 
 with the increase of capital stock of banking corporations is 
 repealed and superseded by the provisions of the Act of February 
 9, 1901, P. L. 3, which applies to increases of capital stock and 
 indebtedness of any corporations whatsoever, and that hence 
 a bank may authorize an increase of its capital stock to be actu- 
 ally made "at such a time or times as shall be determined by the 
 directors," though at such time or times the whole amount of 
 the authorized increase be not paid in within one year from the 
 date of the authorization of the increase."' 
 
 945a. Directors to Take Oatli. 
 
 Each and every director of a bank of discount, banking com- 
 pany, co-operative banking association, trust company, safe 
 deposit company, real estate company, mortgage company, title 
 insurance company, guarantee company, surety and indemnity 
 company, and savings bank, which has been or may hereafter be 
 incorporated under the laws of this Commonwealth, with the 
 right to receive moneys on deposit shall, when appointed or 
 elected, and before assuming the duties of the office, take an 
 oath that he will, so far as the duty devolves on him, diligently 
 and honestly administer the affairs of such corporation, and 
 will not knowingly violate, or willingly permit to be violated, 
 any of the provisions of law applicable to such corporation, and 
 that he is the owner, in good faith and in his own right, of shares 
 of the capital stock subscribed by him, or standing in his name 
 on the books of the corporation of which he has been appointed 
 or elected a director, the par value of which shall aggregate at 
 least three hundred dollars, and that the same is not hypothe- 
 cated or in any way pledged as security for any loan or debt. 
 
 (92) Sec. I, Act of May 3, 1909, P. L,. 412, amending Sec. S, Act of 
 May 13, 1876, P. L. 162. 
 
 (93) State Banks, 21 D. R., 517 (1912) ; IS Dau. Co. Rep., 286, sub nom. 
 Banks and Banking. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 215 
 
 Such oath shall be subscribed by the director making it, and 
 immediately transmitted to the Commissioner of Banking, by 
 whom it shall be filed."* 
 
 The Act of June 3, 191 1, P. L. 652, repeals only so much of 
 Section 12 of the Act of May 13, 1876, P. L. 161, as prescribes 
 the form of oath of directors of banks of discount, and does 
 not repeal the requirement that a director of a bank of discount 
 shall own ten shares of its capital stock,"^ and it is mandatory 
 that a director of a co-operative banking association take an 
 oath that he is the owner of shares of the par value of at least 
 $300, although the articles of association restrict each member 
 to the ownership of $250 worth of stock.°° 
 950. Kegulation of Loans to Directors and Others, Etc. 
 
 The provision of the 21st Section of the Act of May 13, 1876, 
 P. L. 161, that shareholders of banks of discount may not trans- 
 fer their shares when such shareholders are indebted to the 
 banks, without the consent of a majority of the directors, is 
 repealed by the Act of June 24, 1895, P. L. 258, entitled "An 
 act relating to and regulating the issue and transfer of certifi- 
 cates of stock by companies incorporated under the laws of this 
 Commonwealth," °' and it is immaterial that a by-law of a bank 
 provides that no transfer of its stock shall be made without the 
 consent of the board of directors by any stockholder who shall 
 be liable to the bank either as principal, debtor or otherwise.'' 
 954. Cashier Not to Engage in Any Other Occupation. 
 
 The cashier of a banking corporation is not eligible, under 
 Section 18 of the Act of May 13, 1876, P. L. 161, to the office 
 of treasurer of a building and loan association."' 
 961. Interest May be Paid on Call and Time Deposits. 
 
 Banks chartered under the provisions of the law of Pennsyl- 
 vania are hereby authorized to pay interest upon deposits pay- 
 
 (94) Act of June 3, 191 1, P. L. 652. 
 
 (95) Qualifications of Directors of Banks, 14 Dau. Co. Rep., 284 
 (1911) ; 39 Pa. C. C, 220, sub nom. Banks of Discount, 21 D. R., 360. 
 
 (96) Bank Directors, 21 D. R., 160 (1911). 
 
 (97) Bank of Millvale v. Ohio Valley Bank, 58 Pitts. L. J., 329 (1910) ; 
 People's Bank of Erie v. First National Bank of Cambridge Springs, 39 
 Pa. C. C, 113 (1911) ; 59 Pitts. L. J., 653. 
 
 (98) People's Bank of Erie v. First National Bank of Cambridge 
 Springs, 39 Pa. C. C, 113 (ign)- 
 
 (99) Banks & Banking, 15 Dau. Co. Rep., 195 (1912) ; 21 D. R., 682. 
 
2l6 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 able on demand, upon time deposits, and upon daily balances 
 of deposits subject to check. ^'"' 
 
 1002. Definition of "Immediate Demand Liability" and "Time 
 Deposits." 
 
 In computing the aggregate of all the immediate demand lia- 
 bilities of banking institutions subject to the provisions of the Act 
 of May 8, 1907, P. L. 189, notes payable on demand by such 
 institutions for borrowed money should be included.^ 
 1011. Organization and Incorporation of Secret Fraternal Bene- 
 ficial Societies. 
 
 A beneficial association to be operated upon the lodge system, 
 having a superior organization writh various branches, may not 
 be incorporated under the Act of April 29, 1874, but must be 
 organized under the provisions of the Act of April 6, 1893, P. 
 Iv. io.= 
 
 The Act of April 6, 1893, P. L. 10, embodies a complete sys- 
 tem for the incorporation of secret fraternal beneficial societies. 
 It is not an amendment or supplement to the general corporation 
 act of 1874.' 
 
 1015. Granting of Charters to Beneficial and Fraternal Associa- 
 tions. 
 
 Where it appears upon an application for a charter for a 
 secret fraternal beneficial society, under the Act of April 6, 1893, 
 P. L. 10, that the plan upon which the society is to be organized 
 is unlawful or injurious to the community, the charter will not 
 be approved, notwithstanding that Section 4 of said act provides 
 that the court shall approve the charter "if the same shall be 
 found to be in proper form and within the purposes named in 
 this act," and omits the further provision, contained in Section 
 3 of the Act of April 29, 1874, P. L. 73, making the approval 
 dependent upon the judgment of the court that the charter is 
 "lawful and not injurious to the community." * 
 
 (100) Act of May 23, 1913, P. L- 338. 
 
 (i) Reserve Fund of Banking Institutions, 11 Dau. Co. Rep., 65 
 (1908). See contra. United Mutual Benefit Assn., 36 Pa. C. C. (1909). 
 
 (2) In re Shillington Council No. 186, O. I. A., 3 Berks, 177 (1910); 
 20 D. R. 1098. 
 
 (3) Lady Foresters of America, 36 Pa. C. C, 531 (igog) ; 18 D. R., 
 780. 
 
 (4) In re International Mutual Benefit Society, 18 D. R., 681 (1909) ; 
 36 Pa. C. C, 109. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 217 
 
 The members of a subordinate lodge of a fraternal order will 
 not be granted a charter as a social club under the provisions of 
 the Act of April 29, 1874.^ 
 
 1019. Fraternal Beneficial Societies— Definitions. 
 
 It shall be lawful for any corporation, society or voluntary 
 association, now or hereafter formed or organized, and carried 
 on for the sole benefit of its members and their beneficiaries, 
 and not for profit, to have and create subordinate lodges, with 
 ritualistic form of work and a representative form of govern- 
 ment, and to issue certificates of membership, make provision for 
 the payment of benefits in case of sickness, disability, or death 
 of its members, subject to their compliance with its constitution 
 and laws, in which the fund from which the payment of such 
 benefits shall be made and the expenses of such association shall 
 be defrayed, shall be derived from assessments or dues col- 
 lected from its members, and in which the payment of death 
 benefits shall be to families, heirs, blood relatives, affianced 
 husband or afiianced wife of, or to persons dependent upon, the 
 member: Provided, That if after the issuance of the original 
 certificate the member shall become dependent upon an incor- 
 porated charitable institution, he shall have the privilege, with 
 the consent of the society, to make such institution his bene- 
 ficiary.^ 
 
 1029. Beneficial Associations Are Not Insurance Companies. 
 
 Associations formed for beneficial or protective purposes to 
 members from funds collected therein, under the provisions of 
 the Act of April 29, 1874, are not insurance companies, and 
 their certificates of membership are not contracts of insurance 
 within the meaning of the Act of April 4, 1873, P. L. 20, entitled 
 "An act to establish an insurance department." ^ 
 
 1033. Dissensions in Beneficial Associations. 
 
 Where the supreme body of a beneficial association revokes 
 the charter of a subordinate council, the property of which 
 subordinate council is not vested in the supreme body, if the 
 
 (5) East Liberty Lodge No. 58 Loyal Order of Moose, 21 D. R., 438 
 (1912) ; 60 Pitts. L. J., 258. 
 
 (6) Act of May iS, 1913, P. L. 207, amending Sec. i of the Act of 
 April 6, 1893, P. L. 7- 
 
 (7) Hayes v. German Beneficial Union, 35 Pa. Super. Ct., 142 (1907). 
 
 15 
 
2l8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 latter after such action re-issue the charter to certain members 
 of the subordinate council such members do not gain thereby 
 any right of possession to the property peculiar to themselves 
 and apart from the other members.* 
 
 Where a local council of a patriotic beneficial organization 
 has existed for a long time, subordinate to and governed by a 
 national organization of the same society, the fact of its incor- 
 poration does not affect its control by the national organization, 
 particularly where it appears that the plan of government, ac- 
 cepting the supreme law of the order, had been adopted by the 
 local council by corporate act. Where, therefore, there is a dis- 
 pute over the election of officers, those which have been decided 
 by the national body to have been legally elected are entitled to 
 the offices, where such decision took place in accordance with the 
 constitution and laws of the order.' 
 
 A gymnastic and literary society was formed as a subdivision 
 of a superior body, a patriotic society with insurance rights and 
 privileges. Subsequently a majority of said subordinate body, 
 which had become incorporated as a corporation of the first class, 
 sought to withdraw from its alliance with the superior body, and 
 to take with them the funds, property and paraphernalia of said 
 subordinate body. Held, that equity would restrain such action 
 by injunction. A majority of a subordinate branch of the larger 
 body may not withdraw from the superior body and take with 
 them the property of said body against the will of the minority.^" 
 
 1039. Incorporation Authorized. 
 
 See Section 70. 
 
 1049. Decisions as to Boom and Logging Companies Incorporated 
 Under Special Acts. 
 Where a company's charter authorizes it to erect and maintain 
 a boom on a river, but confers no right to, or control over, the 
 waters of the river other than those incidental to the mainte- 
 nance of the boom, it may use the water for no other purpose nor 
 grant authority to another to use it for any other purpose, and 
 where by a supplement to its charter the company is required 
 
 (8) Wolfe V. Limestone Council No. 373, 233 Pa., 357 (1912). 
 
 (9) Com. V. Heilman, 241 Pa., 374. 
 
 (10) Polish Falcons' Gymnastic Literary Assn. v. Kubiak, 238 Pa., 464 
 (1913); Kayley v. McCourt, 23s Pa., 304 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 219 
 
 before proceeding to erect the dam to file a bond in court con- 
 ditioned that the company will indemnify the landholders adja- 
 cent to the dam against all losses or damages of any nature 
 whatsoever that may occur to their lands by reason of the con- 
 struction of the dam, the company acquires its easement freed 
 from the power of the adjacent owner to obtain payment other- 
 wise than upon the bond, and if such owners have not availed 
 themselves of the security afforded by the bond, they cannot 
 compel the company, by a proceeding in equity, to open the 
 gates of the dam and supply them with water.'^ 
 
 1077a. Amendment of Charters of Bridge Companies in Cases 
 Where Travel Has Been Diverted from the Bridges of Such 
 Companies by the Erection of Free Public Bridges. 
 Whenever a free public bridge has been erected and opened 
 across a river or stream in this Commonwealth, near to, and 
 accommodating the same public travel as the bridge of a private 
 company or corporation authorized to take tolls for the passage 
 of wagons and other vehicles, foot passengers, horses, cattle, 
 sheep, swine, et cetera, thus diverting or taking away such travel 
 from such bridges ; and the said company shall desire to amend 
 or alter the articles and conditions of the charter or instrument 
 upon which said corporation is formed and established, so that 
 it may not be obligatory upon such company or corporation to 
 maintain its bridge for travel by wagons and other vehicles, 
 foot passengers, horses, cattle, sheep, swine, et cetera; it shall 
 and may be lawful for such corporation to apply to the Governor 
 of this Commonwealth for such amendment or alteration in the 
 manner provided in this act.^' 
 
 1077b. Publication of Notice of Application. 
 
 The corporation desiring such amendment or alteration shall 
 give notice of the intention to apply therefor, in two newspapers 
 of general circulation, printed in the county wherein the princi- 
 pal office or place of business of said corporation is located, once 
 a week for three weeks, setting forth briefly the character and 
 objects of the desired amendments or alterations, and the inten- 
 tion to make application therefor.^* 
 
 (12) Citizens' Electric Company v. Susquehanna Boom Company, 227 
 Pa., 448 (1910). 
 
 (13) Sec. I, Act of March 27, 1913, P. L. 16. 
 
 (14) Sec. 2, Act of March 27, 1913, P. L. 16. 
 
220 PRIVATE CORPORATIONS IN PH;nnSYL,VANIA. 
 
 1077c. Certificate of Nature of Amendment.— Letters Patent- 
 Companies Not Required to Keep Bridges Open to Traffic. 
 The said corporation shall prepare a certificate, under its cor- 
 porate seal, setting forth the character and objects of the pro- 
 posed amendment or alteration of its charter, or the instrument 
 upon which said corporation is formed or established, acknowl- 
 edged by the president and secretary of said corporation before 
 the recorder of deeds of the county wherein such corporation 
 has its principal office or place of business; which certificate, 
 together with proof of publication of notice as hereinbefore pro- 
 vided, shall then be produced to the Governor of the Common- 
 wealth ; who shall examine the same, and if he find it in proper 
 form, and that such amendments or alterations are or will be 
 lawful and beneficial, and not injurious to the community, he 
 shall approve thereof and endorse his approval thereon, and 
 direct letters patent to issue in the usual form, reciting the said 
 amendments or alterations ; and the said certificate shall then be 
 recorded in the office of the Secretary of the Commonwealth, 
 and with all its endorsements shall be recorded in the office for 
 the recording of deeds in and for the proper county, where the 
 principal office or place of business of said corporation is located; 
 and from thenceforth the same shall be deemed and taken to be 
 a part of the charter or instrument upon which said corporation 
 was formed or established, to all intents and purposes, as if the 
 same had originally been made a part thereof. And thereupon 
 it shall not be obligatory upon such company or corporation to 
 maintain its bridge for travel by wagons and other vehicles, foot 
 passengers, horses, cattle, sheep, swine, et cetera; but such com- 
 pany or corporation may close such bridge to such travel, per- 
 manently or temporarily, as may seem fit ; retaining, however, 
 all its rights of property and franchises in such bridge and its 
 location, for all other uses and purposes whatsoever.^® 
 
 1078. Counties Commissioners Authorized to Bebuild Certain 
 
 Bridges Over Streams Connecting Two Counties Destroyed 
 
 by Ice or Otherwise. 
 
 Where it is desired to reconstruct a bridge crossing a navigable 
 
 stream which is the dividing line between two counties, the 
 
 original bridge having been constructed by a corporation and 
 
 abandoned thereby in compliance with an order of the Secretary 
 
 (is) Sec. 3, Act of March 27, IQ13, P. L. 16. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 221 
 
 of War, the proceedings to construct the new bridge on the site 
 of the old, on the part of the two counties, must be under the 
 Act of May 6, 1897, P. L. 46, as amended by the Acts of May 
 13, 1901, P. L. 191, and April 25, 1907, P. L. 119, and not under 
 the Act of June 13, 1836, P. L. 562." 
 
 The word "otherwise" in the said Act of 1907 does not mean 
 some casualty of the same general character as flood or ice, 
 but refers to any power equally effective to destroy a bridge, 
 such as an extraordinary flood of water and ice. The said Act 
 of 1907 is not unconstitutional.^' 
 
 The Act of May 6, 1897, P. L. 46, as amended by the Acts of 
 May 13, 1901, P. L. 191, and April 25, 1907, P. L. 119, is con- 
 stitutional.^^ 
 
 1079. When Commissioners Kefuse to Act Court TS.a.j Compel by- 
 Mandamus. 
 
 If the said commissioners of the said counties shall neglect or 
 refuse to act as herein provided, then, upon the petition of fifty 
 property owners and taxpayers, residing in the city, borough 
 or township in which the bridge is or was located, which petition 
 shall set forth fully all the facts, supported by the affidavit of 
 five of said property owners and taxpayers, to the court of com- 
 mon pleas of the counties where located, upon hearing, said 
 court having jurisdiction shall issue a mandamus to said com- 
 missioners to proceed as provided by this act.^° 
 
 It is discretionary with the courts of common pleas whether 
 they shall issue a mandamus under the above provision. The 
 phrase "shall issue a mandamus" simply designates the writ 
 which shall be used for the purpose of compelling county com- 
 missioners to act.^" 
 
 (16) McCune v. Berry, 237 Pa., 572 (1912) ; Brownsville Bridge Case, 
 39 Pa. C. C, 57 (191 1) ■ 
 
 (17) McCune v. Berry, 237 Pa., 572 (1912). 
 
 (18) Lewisburg Bridge Co. v. Union & Northumberland Counties, 232 
 Pa., 255 (1911)- 
 
 (19) Act of May 13, 1901, P. L. 191, amending Section 2 of the Act of 
 May 6, 1897, P- !<■ 4^- The amendment of 1901 was omitted from the 
 second edition of this work. 
 
 (20) Lewisburg Bridge Co. v. Union & Northumberland Counties, 232 
 Pa., 255 (1911). 
 
222 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1086. Acquisition of Toll Bridges by Counties. 
 
 When any turnpike road company, bridge company, or other 
 corporation, has heretofore erected or may hereafter erect, by 
 authority of general or special laws, any bridge over a river, 
 creek or rivulet crossing any road or highway on which the 
 public are required to travel, and such company or corporation 
 is authorized to charge and take tolls for the use and crossing of 
 such bridge, and at least twenty residents and taxpayers of the 
 county where such bridge is situated, shall petition the court of 
 quarter sessions of said county, or if said bridge be located on 
 a river, creek, or rivulet dividing two counties, then upon the 
 petition of at least twenty residents of each county, representing 
 that the said bridge is necessary to the accommodation of public 
 travel and that the payment of tolls over such bridge is burden- 
 some to the traveling public, and praying that the same shall be 
 taken as a county bridge, the said court shall appoint three dis- 
 interested persons to view the said bridge and assess the damage, 
 if any, which such company or corporation may sustain by the 
 taking of the same, and make report of their proceedings to 
 the respective court at the next term thereof : Provided, That 
 notice shall be given in at least one newspaper, published at the 
 county-seat, of such intended application, for at least three 
 weeks before the presentation of such petition : Provided further. 
 That when two or more toll-bridges cross the same stream and 
 lead to the same streets or general thoroughfares, and are sit- 
 uated within one-fourth mile of each other, no purchase of any 
 one of said bridges shall be made, under this act, unless the 
 assent of the stockholders of the remaining bridge or bridges be 
 first had at a meeting called for that purpose.^^ 
 
 The several counties of this Commonwealth are authorized to 
 purchase or condemn any public toll-bridge crossing any river, 
 rivulet, stream, or ravine within the limits of such county, where 
 the same connects different municipal divisions of such county. 
 Proceedings for the purchase or condemnation of a bridge, under 
 this act, may be instituted by said . county, upon approval thereof 
 by the court of quarter sessions of such county, on petition of 
 at least twenty taxpayers of the county in which such bridge 
 
 (21) Act of April 27, 191 1, P. L. 91, amending Sec. i, Act of May 8, 
 1876, P. L. 131. The last proviso as contained in the original Act of 1876, 
 was repealed by the Act of June 10, 1881, P. L. 96, but is restored by the 
 above amendment. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 223 
 
 is situate, representing that such bridge is necessary to the ac- 
 commodation of public travel and that payment of tolls on such 
 bridge is burdensome to the traveling public, and praying that 
 same shall be taken as a county bridge.^^ 
 
 1086a. Appointment of Viewers. 
 
 In case the county, after the approval of said petition by the 
 court, desires to obtain any such bridge, and is unable to agree 
 with the owner or owners of the bridge upon the price to be paid 
 therefor, any court of common pleas of the county wherein said 
 bridge is located, or any law judge thereof in vacation, on appli- 
 cation therefor by petition of such county, shall appoint three 
 discreet and disinterested persons as viewers, and shall appoint 
 a time, not less than ten nor more than twenty days thereafter, 
 when said viewers shall meet and inspect the said bridge and 
 view the same, together with the approaches and appurtenances 
 thereto. ^^ 
 
 1086b. Hearings — Report of Viewers. 
 
 The said viewers, having been duly sworn or affirmed justly 
 and impartially to decide and true report to make concerning 
 all matters and things to be submitted to them, and in relation 
 to which they are authorized to inquire in pursuance to the pro- 
 visions of this act, and having viewed the said bridge, together 
 with the approaches and appurtenances thereto, shall hear all 
 parties interested and their witnesses, and shall estimate and 
 determine the damages for the property taken and to whom the 
 same is payable, and prepare a schedule thereof; and shall give 
 not less than ten days notice to all parties interested of the time 
 and place where they will meet and exhibit said schedule and 
 hear all objections thereto and evidence thereon. The said notice 
 shall be given by personal service upon all parties in interest or 
 their attorneys of record residing in such county, if such resi- 
 dence is known, and to all others by publication by one insertion 
 
 (22) Sec. I, Act of May S, ipu, P- L. 109. This act does not in terms 
 repeal the Act of March 24, 1909, P. L. 73, but as it is a re-enactment of 
 said act, with minor changes, it doubtless supersedes it. 
 
 (23) Sec. 2, Act of May 5, 191 1, P. L. 109. It will be observed that this 
 act covers practically the same ground as the Act of May 8, 1876, P. L- 
 131, but does not repeal the same. Hence toll bridges may be taken by 
 counties under either act, or, where the bridge is over a stream separating 
 parts of a county, by the Act of May s, 1899, P. L. 231. 
 
224 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 in one newspaper of general circulation published in such county. 
 After hearing the parties desiring to be heard in reference to 
 said schedule at the time designated, and making whatever 
 changes shall be deemed necessary, the said viewers shall make 
 report to the court, showing the damages allowed and to whom 
 the same are payable, and file therewith a plan showing the 
 bridge, together with the approaches and appurtenances thereto 
 and all exceptions that may be filed to their said schedule.^* 
 
 1086c. When Viewers may be Appointed — Costs. 
 
 The viewers provided for in the foregoing sections may be 
 appointed before or at any time after the entry, taking or appro- 
 priation of such bridge, together with the approaches and ap- 
 ourtenances thereto. The cost incurred in the proceedings afore- 
 said shall be defrayed by the county, and each of the viewers 
 shall receive such compensation as the court may determine.^' 
 
 1086d. Exceptions to Viewers Beport — Appeal — Procedure. 
 
 Upon the report of said viewers, or any two of them, being 
 filed in said court, either party may within thirty days thereafter 
 file exceptions to the same; and the court shall have power to 
 confirm said report, or to modify, change or otherwise correct 
 the same, or refer the same back to the same or new viewers, 
 with like power as to their report; or, within thirty days from 
 the filing of any such report in court, either party may, within 
 thirty days after final decree, appeal to the superior or to the 
 supreme court, according to law. Upon final confirmation, in 
 any of the cases provided in this section, the award shall be good 
 and valid judgment against the county. The said court of com- 
 mon pleas shall have power to designate what notice shall be 
 given in connection with any part of said proceedings, and may 
 make all such orders as may be deemed requisite.^* 
 
 1086e. Bond for Damages. 
 
 In case of compensation to be paid for any bridge, which the 
 county desires to obtain, cannot be agreed upon between the 
 county and the owners thereof, and the county desires to take 
 possession of said bridge, it shall be lawful for it to tender its 
 bond as security to the owner or owners of such bridge ; the con- 
 
 (24) Sec. 3, Act of May 5, 191 1, P. L. 109. 
 
 (25) Sec. 4, Act of May 5, 1911, P. L. 109. 
 
 (26) Sec. 5, Act of May S, T911, P. L. 109. 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 225 
 
 dition of which bond shall be that the said county shall pay or 
 cause to be paid such amount of damages as the owner or owners 
 thereof shall be entitled to receive, after the same shall have 
 been agreed upon by the parties in interest, or awarded in the 
 manner provided for by this act. In case the owner or owners 
 of such bridge shall refuse to, or do not accept such bond, it 
 shall be lawful for such county, after five days' written notice 
 to the owner or owners or attorney of record, to present the same 
 to the court of common pleas appointing said viewers, and, on 
 approval thereof, said bridge shall become the property of such 
 county.''^ 
 
 1086f. Discontinuance of Proceeding by County. 
 
 In case the county shall discontinue any proceeding taken, 
 providing for the appropriation or condemnation of any bridge, 
 as hereinbefore set forth, prior to the entry upon, taking, or ap- 
 propriation thereof, and before judgment therein, the said county, 
 shall not thereafter be liable to pay any damages which have been, 
 or might have been, allowed ; but all costs upon any such pro- 
 ceedings had thereon shall be paid by the county, together with 
 any actual damages, loss, or injury sustained by reason of such 
 proceeding; the amount of the same may be determined and 
 fixed by the court in which such proceeding was pending.^* 
 
 1086g'. County to Control and Maintain Bridge After Condemna- 
 tion—Tolls for Use of Bridge by Corporations. 
 
 Whenever any bridge shall be purchased or condemned under 
 the provisions of this act, the county shall control, maintain, and 
 use said bridge as a public bridge; but it shall have power to 
 charge tolls or rentals for the use thereof, from railway, tele- 
 phone and telegraph companies, and other persons making use 
 thereof for other than ordinary public foot and vehicle travel : 
 Provided, That where contracts exist between such persons and 
 the owners of the bridge, such contract shall be preserved for 
 the benefit of the county and shall be assigned thereto.^' 
 
 1091. Appeal from Awards. 
 
 The 4th Section of the Act of May 3, 1878, P. L. 42, provid- 
 ing for appeals in proceedings for the acquisition of toll bridges 
 
 (37) Sec. 6, Act of May s, 191 1, P. L. 109. 
 
 (28) Sec. 7, Act of May 5, 1911, P. L. 109. 
 
 (29) Sec. 8, Act of May S, 1911, P. L. 109. 
 
226 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 by the several counties of the Commonwealth, under the pro- 
 visions of the Act of May 8, 1876, is not unconstitutional because 
 such provision is not referred to in the title of said act."" 
 
 1100. Condemnation of Bridges in Cities. 
 
 The several municipalities of this Commonwealth are author- 
 ized to purchase or condemn any public toll-bridge crossing any 
 river or stream within the limits of such municipalities.^^ 
 
 1100a. Appointment of Viewers. 
 
 In case the municipality desires to obtain any such bridge, 
 and is unable to agree with the owner or owners of the bridge 
 upon the price to be paid therefor, any court of common pleas 
 of the county wherein said bridge is located, or any law judge 
 thereof in vacation, on application therefor by petition of said 
 municipality, shall appoint three discreet and disinterested per- 
 sons as viewers, and appoint a time, not less than ten nor more 
 than twenty days thereafter, when said viewers shall meet and 
 inspect the said bridge and view the same, together with the ap- 
 proaches and appurtenances thereto.'^ 
 
 1100b. Hearings — Beport of Viewers. 
 
 The said viewers, having been duly sworn or affirmed justly 
 and impartially to decide and true report to make concerning 
 all matters and things to be submitted to them, and in relation 
 to which they are authorized to inquire, in pursuance of the pro- 
 visions of this act, and having viewed the said bridge, together 
 with the approaches and appurtenances thereto, shall hear all 
 parties interested and their witnesses; and shall estimate and 
 determine the damages for the property taken, and to whom the 
 same is payable ; and prepare a schedule thereof, and give notice 
 to all parties interested of a time, not less than ten days there- 
 after, and of a place where they will meet and exhibit said 
 schedule and hear all objections thereto and evidence. Notice 
 of the time and place of said meeting shall be given, by personal 
 service, upon all parties in interest, or their attorneys of record. 
 After making whatever changes are deemed necessary, the said 
 viewers shall make report to the court, showing the damages 
 allowed and to whom the same is payable, and file therewith a 
 
 (30) Bellevernon Bridge Company, 58 Pitts., 412 (1910). 
 
 (31) Sec. I, Act of March 24, 1909, P. L. 67. 
 
 (32) Sec. 2, Act of March 24, 1909, P. L. 67. 
 
PRIVATE CORPORATIONS IN PENNSVLVANIA. 2TJ 
 
 plan showing the bridge, together with the approaches and ap- 
 purtenances thereto.^' 
 
 1100c. When Viewers May be Appointed— Costs. 
 
 The viewers provided for in the foregoing sections may be ap- 
 pointed before, or at any time after, the entry, taking, or ap- 
 propriation of the said bridge, together with the approaches and 
 appurtenances thereto. The costs incurred in the proceedings 
 aforesaid shall be defrayed by the municipality, and each of the 
 viewers shall receive such compensation as may be fixed by the 
 court.'* 
 
 llOOd. Bond for Damages. 
 
 If the compensation to be paid for any bridge, which the 
 municipality desires to obtain, cannot be agreed upon between 
 the owners thereof and such municipality, and if the municipality 
 desires to take possession of such bridge, it shall be lawful for 
 it to tender its bond as security to the owner or owners of such 
 bridge, — the condition of which shall be that the said munici- 
 pality shall pay or cause to be paid such amount of damages 
 as the owner or owners thereof shall be entitled to receive, after 
 the same shall have been agreed upon by the parties, or awarded 
 in the manner provided for by this act. In case the owner or 
 owners of such bridge refuse or do not accept the said bond, the 
 said municipality shall give the owner or owners thereof written 
 notice of the time when the same will be presented for approval ; 
 and may present said bond to a court of common pleas of the 
 county wherein said bridge is located, and, when approved, the 
 said bond shall be filed in court for the benefit of said owner 
 or owners, and upon the approval of said bond said municipality 
 may enter upon, appropriate, take, hold, use, and control such 
 bridge.^"* 
 
 llOOe. Exceptions to Viewers' Beport — Appeal — Procedure. 
 
 Upon the report of said viewers, or any two of them, being 
 filed in said court, either party may within thirty days thereafter 
 file exceptions to the same; and the court shall have power to 
 confirm said report, or to modify, change, or otherwise correct 
 the same, or refer the same back to the same or new viewers, 
 
 (33) Sec. 3, Act of March 24, 1909, P. L. (>T. 
 
 (34) Sec. 4, Act of March 24, 1909, P. L. 67. 
 
 (35) Sec. 5, Act of March 24, 1909, P. L. (^T- 
 
228 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 with like power as to their report; or, within thirty days from 
 the filing of any report in court, or the final confirmation thereof, 
 either party may appeal and demand a trial by jury; and either 
 party may within thirty days after final decree, have an appeal 
 to the Superior or to the Supreme Court, according to law. 
 Upon final confirmation, in any of the cases provided in this 
 section, the award shall be a good and valid judgment against 
 the said municipality. The said court of common pleas shall 
 have power to order what notices shall be given in connection 
 with any part of said proceedings, and may make all such orders 
 as it may deem requisite. ^^ 
 llOOf. Discontiniiance of Proceeding by City. 
 
 In case any municipality shall discontinue any proceeding 
 taken, providing for the appropriation or condemnation of any 
 bridge, prior to the entry upon, taking, or appropriation thereof, 
 and before judgment therein, the said municipality shall not 
 thereafter be liable to pay any damages which have been or might 
 have been allowed ; but all costs upon any proceedings had there- 
 on shall be paid by it, together with any actual damage, loss, or 
 injury sustained by reason of such proceedings; and such dam- 
 age, loss, or injury shall be determined and fixed by the court in 
 which the proceedings are pending.^' 
 
 llOOg. City to Control and Maintain Bridge After Condemnation 
 — Toll for Use of Bridge by Corporations. 
 
 Whenever any bridge shall be purchased or condemned under 
 this act, the municipality shall control, maintain, and use the 
 said bridge as a public bridge; but it shall have power to charge 
 tolls or rentals, for the use thereof, from railway, telephone, 
 and telegraph companies, and other persons making use thereof 
 for other than ordinary public foot and vehicle travel : Provided, 
 That where contracts exist between such persons and the owners 
 of the bridge, such contracts shall be preserved for the benefit 
 of the municipality, and shall be assigned thereto.^* 
 llOOh. Condemnation of Bridges in Cities, Cost to be Divided Be- 
 tween City and County. 
 
 The several municipalities of this Commonwealth are author- 
 ized to purchase, condemn, maintain, and use any public toU- 
 
 (36) Sec. 6, Act of March 24, 1909, P. L,. 67. 
 
 (37) Sec. 7, .\ct of March 24, 1909, P. L. 67. 
 
 (38) Sec. 8, Act of March 24, 1909, P. L. 67. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 229 
 
 bridge crossing any river or stream within the limits of such 
 municipality ; and to enter into contracts as hereinafter provided, 
 with the county commissioners of the proper county whereby 
 said county shall pay a portion of the cost thereof.^" 
 llOOi. Appointment of Viewers. 
 
 In case the municipality desires to obtain any such bridge, 
 and is unable to agree with the owner or owners of the bridge 
 upon the price to be paid therefor, any court of common pleas 
 of the county wherein said bridge is located, or any law judge 
 thereof in vacation, on application therefor by petition of said 
 municipality, shall appoint three discreet and disinterested per- 
 sons as viewers ; and appoint a time, not less than ten nor more 
 than twenty days thereafter, when said viewers shall meet and 
 inspect the said bridge and view the same, together with the ap- 
 proaches and appurtenances thereto.*" 
 llOOj. Hearings — Beport of Viewers. 
 
 The said viewers, having been duly sworn or affirmed justly 
 and impartially to decide and true report to make concerning all 
 matters and things to be submitted to them, and in relation to 
 which they are authorized to inquire, in pursuance of the pro- 
 visions of this act, and having viewed the said bridge, together 
 with the approaches and appurtenances thereto, shall hear all 
 parties interested and their witnesses ; and shall estimate and 
 determine the damages for the property taken, and to whom the 
 same is payable ; and prepare a schedule thereof, and give notice 
 to all parties interested of a time, not less than ten days there- 
 after, and of a place where they will meet and exhibit said 
 schedule, and hear all objections thereto and evidence. Notice 
 of the time and place of said meeting shall be given by personal 
 service upon all parties in interest, or their attorneys of record. 
 After making whatever changes are deemed necessary, the said 
 viewers shall make report to the court, showing the damages 
 allowed and to whom the same is payable, and file therewith a 
 plan showing the bridge, together with the approaches and ap- 
 purtenances thereto.*^ 
 
 (39) Sec. I, Act of March 24, 1909, P. L. 69. This act is precisely the 
 same as the foregoing act, except as to the 8th section thereof, which pro- 
 vides for an agreement with counties for the maintaining of bridges taken 
 or condemned under the act. 
 
 (40) Sec. 2, Act of March 24, 1909, P. L. 69. 
 
 (41) Sec. 3, Act of March 24, 1909, P. L. 69. 
 
230 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1100k. When Viewers May be Appointed— Costs. 
 
 The viewers provided for in the foregoing sections may be 
 appointed before, or at any time after, the entry, taking, or 
 appropriation of the said bridge, together with the approaches 
 and appurtenances thereto. The costs incurred in the proceed- 
 ings aforesaid shall be defrayed by the municipality, and each 
 of the viewers shall receive such compensation as may be fixed 
 by the court.*^ 
 
 1100 1. Bond for Damages. 
 
 If the compensation to be paid for any bridge, which the mu- 
 nicipality desires to obtain, cannot be agreed upon between the 
 owners thereof and such municipality, and if the municipality de- 
 sires, to take possession of such bridge, it shall be lawful for it to 
 tender its bond as security to the owner or owners of such bridge, 
 — the condition of which shall be that the said municipality shall 
 pay or cause to be paid such amount of damages as the owner 
 or owners thereof shall be entitled to receive, after the same shall 
 have been agreed upon by the parties, or awarded in the manner 
 provided for by this act. In case the owner or owners of such 
 bridge refuse or do not accept the said bond, the said municipality 
 shall give the owner or owners thereof written notice of the time 
 when the same will be presented for approval ; and may present 
 said bond to a court of common pleas of the county wherein said 
 bridge is located; and, when approved, the said bond shall be 
 filed in court for the benefit of said owner or owners, and upon 
 the approval of said bond said municipal corporation may enter 
 upon, appropriate, take, hold, use, and control such bridge.*' 
 
 llOOm. Exceptions to Viewers' Beport — Appeals — Procedure. 
 
 Upon the report of said viewers, or any two of them being filed 
 in said court, either party may within thirty days thereafter file 
 exceptions to the same; and the court shall have power to con- 
 firm said report, or to modify, change, or otherwise correct the 
 same, or refer the same back to the same or new viewers, with 
 like power as to their report; or, within thirty days from the 
 filing of any report in court, or the final confirmation thereof, 
 either party may appeal and demand a trial by jury; and either 
 party may, within thirty days after final decree, have an appeal 
 
 (42) Sec. 4, Act of March 24, 1909, P. L. 69- 
 
 (43) Sec. 5. Act of March 24, 1909, P. L. 69. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 23 1 
 
 to the Superior or to the Supreme Court, according to law. Upon 
 final confirmation, in any of the cases provided in this section, the 
 award shall be a good and valid judgment against the said mu- 
 nicipality. The said court of common pleas shall have power to 
 order what notices shall be given in connection with any part of 
 said proceedings, and may take all such orders as it may deem 
 requisite.** 
 
 llOOn. Discontiniiance of Proceeding by City. 
 
 In case any municipality shall discontinue any proceeding 
 taken, providing for the appropriation or condemnation of any 
 bridge, prior to the entry upon, taking, or appropriation thereof, 
 and before judgment therein, the said municipality shall not 
 thereafter be liable to pay any damages which have been or might 
 have been allowed ; but all costs upon any proceeding had thereon 
 shall be paid by it, together with any actual damage, loss, or in- 
 jury sustained by reason of such proceedings; and such damage, 
 loss, or injury shall be determined and fixed by the court in 
 which the proceedings are pending.*" 
 
 llOOo. Agreement Between City and County as to Sharing Cost of 
 Condemnation. 
 
 Said municipality may enter into and unite in a contract with 
 the county commissioners of the county in which said bridge is 
 located, upon such terms and conditions as may be agreed upon, 
 for the purchase, appropriation, or condemnation of said bridge. 
 The contract may stipulate that the respective municipality and 
 county shall pay a certain part or portion of the whole purchase 
 price or damages allowed by condemnation proceedings. The 
 amounts to be paid by the county shall be paid into the municipal 
 treasury; and, upon said payment, the municipal treasurer shall 
 be liable therefor, and it shall be held and applied solely for the 
 said purpose or purposes. The said agreement may also provide 
 for and include provisions for the maintenance, repair, and build- 
 ing of the said bridge, after its purchase or condemnation by the 
 said municipality. 
 
 Before any county shall enter into any contract with any mu- 
 nicipality, as aforesaid, a petition of at least twenty taxpayers 
 of the county, where such bridge is situated, shall have been pre- 
 
 (44) Sec. 6, Act of March 24, 1909, P. L. 69. 
 
 (45) Sec. 7, Act of March 24, 1909, P. L. 69. 
 
232 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 sented to the court of quarter sessions of said county, — repre- 
 senting that the said bridge is necessary to the accommodation of 
 public travel, and that the payment of tolls over such bridge is 
 burdensome to the traveling public, and that a municipality in said 
 county is desirous of purchasing or condemning, maintaining, and 
 using said bridge, and of entering into a contract with said coun- 
 ty whereby the said county shall pay a portion of the cost there- 
 of, and praying the said court for an order authorizing and em- 
 powering the commissioners of said county to enter into such a 
 contract with said municipality, upon the terms and conditions 
 set forth in said petition, — and the said court shall have granted 
 the prayer of said petition. *° 
 
 llOOp. Maintenance of Bridge After Condemnation — Tolls for Use 
 of Bridge by Corporation. 
 
 Whenever any bridge shall be purchased or condemned under 
 this act, the municipality shall control, maintain, and use the said 
 bridge as a public bridge ; but it shall have power to charge toll.'- 
 or rentals, for the use thereof, from railway, telephone, and tele- 
 graph companies, and other persons making a use thereof for 
 other than ordinary public foot and vehicle travel : Provided, 
 That where contracts exist between such persons and the owners 
 of the bridge, such contracts shall be preserved for the benefit of 
 the municipality and shall be assigned thereto.*' 
 
 llOOq. Eepeal of Act of May 1, 1861, P. L. 450. 
 
 The act of Assembly of May first, one thousand eight hundred 
 and sixty-one, entitled "An act relating to Allegheny county" 
 (Pamphlet Laws, four hundred and fifty), so far as it is incon- 
 sistent herewith or supplied hereby, and all other acts and parts 
 of acts, general, special, or local, inconsistent herewith or sup- 
 plied hereby, be and the same are hereby repealed.'" 
 
 1116. Powers of Ferry Companies. 
 
 A ferry company may not land its traffic nor moor its boats at 
 the terminus of a public road without the consent of the riparian 
 owner.*" 
 
 (46) Sec. 8, Act of March 24, 1909, P. L. 6g. 
 
 (47) Sec. 9, Act of March 24, 1909, P. L. 69. 
 
 (48) Sec. 10, Act of March 24, 1909, P. L. 69. 
 
 (49) Hower v. Garrett, 36 Pa. C. C, 33 (1909) ; 18 D. R., 847. 
 
PRIVATK CORPORATIONS IN PENNSYLVANIA. 233 
 
 1129. OfB.ceTS of Building and Loan Associations. 
 
 From and after the passage of this act, the same individual 
 shall not be, at the same time, the holder of more than one of the 
 follovvring offices; namely, president, vice-president, secretary, 
 treasurer, or solicitor of any building and loan association, incor- 
 porated under the laws of this Commonwealth.^" 
 
 liaeb. Penalty. 
 
 Any and every building and loan association, incorporated un- 
 der the laws of this Commonwealth, which has more than one of 
 said offices held or filled, at the same time, by the same individual, 
 shall be liable to a fine in the sum of five hundred dollars, to be 
 collected by lawful process instituted by the Attorney General 
 of this Commonwealth, on information furnished by the Commis- 
 sioner of Banking, to be paid to the Treasurer of the Common- 
 wealth, for the use of the Commonwealth.^^ 
 
 1138. Validation of Conveyances Made After Expiration of Charter. 
 All deeds of conveyance of lands, situate within this Common- 
 wealth, heretofore made by any Building and Loan Association 
 after the term for which it was incorporated shall have expired, 
 shall be as good and effectual, and have the same force and effect 
 for passing title to the lands so conveyed, as though executed 
 during the period of its chartered existence.^^ 
 
 1150a. May Acciunulate a Beserve Fund — Additional Powers. 
 
 It shall be lawful for any mutual savings fund or building and 
 loan association, now incorporated or hereafter to be incorpo- 
 rated : 
 
 (a) To set aside from the net profits a sum, not to exceed five 
 per centum thereof each year, as a reserve fund for the payment 
 of contingent losses, until the total amount of such fund so set 
 aside shall equal five per centum of the assets of such associa- 
 tion : Provided, That no association shall reduce the dividend or 
 interest payable on voluntary withdrawal, as fixed by the board 
 of directors or its by-laws for that purpose, and all such funds 
 heretofore accumulated by any such association from its profits, 
 not in excess of five per centum of the assets, are hereby con- 
 firmed and made valid : Provided, however. That if at any time 
 
 (50) Sec. I, Act of April 29, 1909, P. L. 289. 
 
 (51) Sec. 2, Act of April 29, 1909, P. h. 289. 
 
 (52) Act of June 6, 1913, P- L. 459- 
 16 
 
234 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the assets of the association shall become reduced in amount, and 
 the contingent fund should thereby exceed five per centum of 
 the remaining assets of the association, then, at the next dividend 
 period, the amount in excess of five per centum in said contingent 
 fund shall be transferred to the general profit account of such 
 association. 
 
 (b) To permit members, when loans are granted, to secure the 
 repayment thereof, if so desired, by giving to the association a 
 straight bond and mortgage on real estate, for a fixed period, for 
 an amount not to exceed one-half of the loan, and upon such 
 other terms and conditions as may be agreed upon; and for the 
 remainder of the loan, which shall be on shares of the association 
 and installment bond and mortgage on real estate, in form as 
 now provided by law: Provided, That it shall not be lawful to 
 collect premiums or fines on such straight bond and mortgage. 
 
 (c) To provide in its by-laws that the loans shall be made first 
 to the members of the association, or to persons intending to be- 
 come members if the loan be secured, who shall bid the highest 
 premiums for the preference or priority in procuring loans ; and 
 it shall be competent and lawful for the borrower from such as- 
 sociation to agree, in writing, upon a given rate of premiums, not 
 to exceed two per centum per annum upon the amount of the 
 loan, in addition to the interest to be paid upon such loan, without 
 bidding for preference or priority. And no premium contracted 
 for under this section, with or without bidding, shall be deemed 
 usurious although in excess of the legal rate of interest." 
 1150b. May Make Temporary Loans to Otlier Associations. 
 
 When there are moneys remaining in the treasury of any mu- 
 tual savings fund or building and loan association, unapplied for 
 by any of its stockholders, and not required to pay withdrawals 
 and matured stock and borrowed money, if any, it shall be law- 
 ful for the board of directors to make temporary loan of such 
 moneys to other mutual savings fund or building and loan asso- 
 ciations, on interest bearing order, note, or bond: Provided, 
 That such order, note or bond shall not bear a higher rate of in- 
 terest than the lawful rate : Provided further, That the board of 
 directors of any mutual savings fund or building and loan asso- 
 ciation shall not loan to any other one mutual saving fund or 
 building and loan association more than ten per centum of its 
 
 (S3) Sec. I, Act of May 14, 1913. P- L- 205. 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. 235 
 
 assets, and not more than twenty-five per centum of its assets in 
 the aggregate may be so loaned."* 
 
 1165. Cemetery Companies. 
 
 On and after the passage of this act, no charter or proposed 
 charter of any burial or cemetery company, either of first or sec- 
 ond class of corporations, shall be granted or obtained in this 
 Commonwealth ; and it shall be the duty of any court of this 
 Commonwealth, or any judge thereof, or the Governor of this 
 Commonwealth, to refuse to approve of such charter or proposed 
 charter ; unless the said charter or proposed charter shall set forth 
 a provision, clearly and fully, that a sum equal to at least one- 
 tenth of the gross amount of the funds arising from the sale of 
 lots in said burial-ground or cemetery shall be set apart for the 
 perpetual care and preservation of the grounds, and the repair 
 and renewal of the buildings and property of said burial or cem- 
 etery company ; which fund, so set apart by the directors or man- 
 agers of said burial or cemetery company, shall be invested by 
 them, in trust, for the uses and purposes of said trust, and the 
 income arising therefrom to be applied by them to the purposes 
 aforesaid. The directors or managers shall, in one year after the 
 incorporation of any cemetery or burial-ground, and annually 
 thereafter, file with the clerk of courts of the county in which said 
 cemetery or burial-ground is situate, a bond with sufficient sure- 
 ties, to be approved by the court of quarter sessions, for the faith- 
 ful performance of the trust herein imposed, for perpetual care 
 and preservation of grounds and property; such bond to be in 
 the full amount of the trust investment at the time said bond is 
 approved, as aforeprovided."' 
 
 A charter for a cemetery association will not be granted where 
 the certificate provides that the directors of the association shall 
 be elected by the trustees of a special church corporation." 
 
 1165a. Incorporation of Cemetery Companies to Control Burial 
 Grounds in Boroughs. 
 When the title, control, and management of any burial-ground 
 in this Commonwealth is vested, by deed, dedication, or other- 
 wise, in a borough, it shall be lawful for the council of such bor- 
 
 (54) Sec. 2, Act of May 14, 1913. P- L- 205. 
 
 (55) Sec. I, Act of March 18, 1909, P. L. 4i- 
 
 (56) North Forest Cemetery Association's charter, 36 Pa. C. C, 576 
 (1909) ; 19 D. R., 730. 
 
236 ERIVATE CORPORATIONS IN PgNNSYLVANIA. 
 
 ough, upon the petition of ten lot owners in said burial-ground, 
 to transfer said burial-ground, and the control of the manage- 
 ment thereof, to an incorporated cemetery company."' 
 
 Upon the presentation to said council of the petition of ten lot 
 owners, as provided for by this act, the council of said borough 
 may pass an ordinance declaring, that upon the acceptance of the 
 provisions of said ordinance by the incorporated cemetery com- 
 pany, to whom the transfer is requested by said petition, in writ- 
 ing, filed with the borough clerk, the title, management, and con- 
 trol shall thereupon vest in said incorporated cemetery company.^' 
 
 When such acceptance by said incorporated cemetery company 
 is filed with the borough clerk, as herein provided for, he shall 
 thereupon record the same in the book provided for the recording 
 of the ordinances of said borough, and a copy of the record of 
 said ordinance and the acceptance thereof, certified to by the bur- 
 gess and clerk of said borough, shall thereupon be recorded in the 
 office of the recorder of deeds of the proper county, in the same 
 manner as is now provided for the recording of deeds.°° 
 
 1165b. Sale of Lands by Cemetery Companies. 
 
 An incorporated cemetery company may sell a portion of its 
 land so long as the proposed sale does not deprive the lot holders 
 of the use of and reasonable access to their lots or interfere with 
 the integrity of the cemetery as a burial place. Such a corpora- 
 tion may sell a part of its land to a Roman Catholic church for 
 burial purposes and such sale is not invalidated by the fact that 
 the church and the cemetery company are each to receive one-half 
 of the proceeds of the sale of lots to the members of the church. '^ 
 
 1176a. Re-Location of Burial Grounds — Assignment of New Lots — 
 Sale of Old Grounds. 
 
 Whenever any incorporated or unincorporated church, cem- 
 etery, or burial association own burial grounds, wholly or in part 
 in any city, township, or borough in this Commonwealth, and by 
 reason of the growth thereof, as well as for sanitary purposes, it 
 is deemed necessary or desirable, in the opinion of the said church, 
 cemetery, or burial association, to change the location thereof; 
 
 (57) Sec. I, Act of April 23, 1909, P. L. 155. 
 
 (58) Sec. 2, Act of April 23, 1909, P. L. ISS- 
 
 (59) Sec. 3, Act of April 23, 1909, P. L. 155. 
 
 (60) McDonald v. Monongahela Cemetery Co., 226 Pa., 77 (1909') ; 
 May V. Monongahela Cemetery Co., 226 Pa., 84 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 237 
 
 or if, by reason of the opening of streets, roads, or public pass- 
 ages around or through the same, a portion of the property has 
 become angular and partly surrounded by improvements; or if, 
 by reason of the proximity of adjacent property, the interment 
 of the dead may, in the interest of public health, be prohibited 
 in any part or parts of the ground belonging to any incorporated 
 or unincorporated church, cemetery, or burial association afore- 
 said; or, from other causes, any burial-ground, belonging to or 
 in charge of any incorporated or unincorporated church, cem- 
 etery, or burial association, has ceased to be used for interments, 
 and has become so neglected as to become a public nuisance; or 
 that the remains of bodies interred in any such neglected or dis- 
 used cemetery, in any city, township, or borough, interfere with 
 and hinder the improvements, extensions, and general progressive 
 interest of any city, township, or borough, — it shall be lawful for 
 such incorporated or unincorporated church, cemetery, or burial 
 association, and they are hereby authorized and empowered, to 
 purchase new and more suitable grounds in the vicinity of such 
 city, township, or borough, of such extent and area as they shall 
 deem expedient ; or to purchase lots or sections in other properly 
 regulated burial-ground or cemetery in the vicinity of such city, 
 township, or borough, for the burial of the dead; and to pur- 
 chase from the holders of lots in their own grounds the said lots, 
 whether interments have been made in them or not, and provide 
 for the reinterment of bodies that may be buried in any of the 
 lots so purchased by them. And the board of managers, trustees, 
 or other officials in whom is vested the management of the af- 
 fairs of such incorporated or unincorporated church, cemetery, 
 or burial association, are also hereby authorized and empowered 
 to contract and agree with the owners of the lots in which in- 
 terments have been made to remove from said lots the dead, to 
 such new locations, upon such terms as may or can be mutually 
 agreed upon. And in case any bodies have been interred in lots 
 in such cemetery or cemeteries, and the owners of the lots in 
 which the interments are made cannot, after diligent search by 
 the board of managers, trustees, or other officials, be found, such 
 bodies may be removed by the aforesaid managing officials to lots 
 in such grounds, so purchased by said incorporated or unincor- 
 porated church, cemetery, or burial association, or to lots or 
 sections in other properly regulated burial-ground or cemetery 
 in the vicinity of such city, township, or borough, and interred 
 
238 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 therein; the expense of such removal and interment, enclosures 
 and improvements to be borne by such incorporated or unincor- 
 porated church, cemetery, or burial association; and, upon such 
 removal being made, the ground from which the bodies are so re- 
 moved shall be deemed and considered vacated for burial pur- 
 poses, and revert to and become the property of such incorpo- 
 rated or unincorporated church, cemetery, or burial association 
 making such removal, and be taken and considered the same as 
 if said lot or lots had never been sold by the said church, cem- 
 etery, or burial association, for the purpose of interment or any 
 other purpose whatsoever. And in case the holders of lots in 
 which no interments have been made cannot, after diligent search 
 by the managing officials above mentioned, be found, then the 
 managing officials may, in their discretion, assign to said owner 
 parts of the ground so purchased, equal in value to the said lots 
 the owners of which cannot be found; or assign to such owners 
 lots of equal value in other properly regulated burial-ground or 
 cemetery in the vicinity of such city, township, or borough; or 
 the said managing officials may set apart or hold in trust, for the 
 owners of said lots who cannot be found, a sum of not less than 
 the original price paid for said lots by the owner, and shall hold 
 and securely keep the said sum, so set apart, for the benefit of the 
 said owners, and pay to them whenever they may call for the 
 same; and thereupon, whenever lots of equal value shall have 
 been set apart, on the books of said incorporated or unincorpo- 
 rated church, cemetery, or burial association, as having been as- 
 signed to said owners who cannot be found, in the new and more 
 suitable ground so purchased, or in a properly regulated burial- 
 ground or cemetery in the vicinity of such city, township, or bor- 
 ough; or as soon as the said managing officials shall set apart a 
 sum equal to the price paid for said lots, the owners of which 
 cannot be found, for the benefit of said owners, — then, and in 
 that case, the lots heretofore held by said owners shall revert 
 to and become the property of said incorporated or unincorpo- 
 rated church, cemetery, or burial association, in whose ground 
 the same are located, as if the same had never been sold for the 
 purpose of interment or any other purpose whatsoever ; and such 
 incorporated or unincorporated church, cemetery, or burial asso- 
 ciation is hereby further authorized and empowered to sell and 
 convey in fee simple, and unrestricted as to use, all such portions 
 of their land not used or conveyed by them for burial purposes, 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 239 
 
 or which shall have been reconveyed to them, or which have re- 
 verted to or become acquired by them as hereinbefore author- 
 ized, and from which all bodies shall have been removed ; and to 
 make, grant, and deliver in the customary form a deed or deeds 
 for the same to the purchaser or purchasers, free, clear, and 
 discharged of any use, trust, or limitation whatsoever."^ 
 
 1176b. Petition to Court of Quarter Sessions for Permission to Re- 
 move Bodies and Vacate Orounds. 
 
 Whenever any incorporated or unincorporated church, ceme- 
 tery, or burial association owns ground, wholly or in part in any 
 city, township, or borough in this Commonwealth, and by reason 
 of the growth thereof,, as well as for sanitary purposes, it is 
 deemed necessary or desirable, in the opinion of the said church, 
 cemetery, or burial association, to change the location thereof ; 
 or if, by reason of the opening of streets, roads, or public pass- 
 ages around or through the same, a portion of the property has 
 become angular and partly surrounded by improvements ; and, 
 by reason of the proximity of adjacent property, the interment of 
 the dead may, in the interest of public health, be prohibited in the 
 ground belonging to any such church, cemetery, or burial asso- 
 ciation aforesaid; or, from other causes, any burial-ground, be- 
 longing to or in charge of any such incorporated or unincorpo- 
 rated church, cemetery, or burial association, has ceased to be 
 used for interments, and has become so neglected as to become a 
 public nuisance; or that the remains of bodies interred in any 
 such neglected or disused cemetery, in any city, township, or 
 borough, interfere with and hinder the improvements, extension, 
 and general progressive interest of any city, township, or bor- 
 ough, — then, and in such case, the courts of quarter sessions of 
 the several counties of this Commonwealth, upon petition of the 
 managers, trustees, or other officials, in whom is vested the man- 
 agement of the affairs of such incorporated or unincorporated 
 church, cemetery, or burial association, setting forth that, by 
 reason of the growth of said city, township, or borough, it has 
 been necessary to change the location thereof; or that, by rea- 
 son of the proximity of adjacent property, the interment of the 
 dead in said cemetery or burial-ground, in the interest of pub- 
 lic health, has been prohibited ; or, from other causes, said burial- 
 ground has ceased to be used for interments, and has become so 
 
 (61) Sec. I, Act of June 25, 1913, P- l>- 551- 
 
240 PRIVATE CORPORATIONS IN PENNSYI,VANIA. 
 
 neglected as to become a public nuisance ; or that the remains of 
 bodies therein interfere with and hinder the improvements, exten- 
 sions, and general progressive interests of any such city, township, 
 or borough, and the public good; and after three weeks' adver- 
 tisement of hearing in open court, for the purpose, the said court 
 is hereby vested and empowered with full power and authority, 
 after a full hearing of the parties therein, proofs and allegations, 
 to authorize and direct the removal of the remains of all the dead 
 from such cemetery or burial-ground to such other suitable 
 ground as said managers, trustees, or officers may have procured, 
 in the vicinity of such city, township, or borough, for the reinter- 
 ment of the bodies, or to such lots or sections in a properly regu- 
 lated burial-ground or cemetery in the vicinity of such city, 
 borough or township, and to order and decree that the ground 
 of such cemetery be forever vacated for burial purposes.'^ 
 
 1176c. Sale of Old Grounds. 
 
 After the removal of the bodies, as provided for in section two, 
 the said court of quarter sessions may, upon petition of the 
 said managers, trustees, or other officers referred to in said sec- 
 tion, and upon being satisfied that the order of the court has 
 been duly complied with, authorize and empower the said man- 
 agers, trustees, or other officers, in whom is vested the manage- 
 ment of such incorporated or unincorporated church, cemetery, 
 or burial association, to sell said burial ground at public or pri- 
 vate sale, either as a whole or divided into lots, as they may deem 
 most advisable and most likely to realize the most money, and 
 to make, execute, and deliver to the purchaser or purchasers a 
 deed or deeds therefor, which deed or deeds shall vest in said 
 purchaser or purchasers a perfect and indefeasible fee simple 
 title, free and clear from all claims or interest of said incorpo- 
 rated or unincorporated church, cemetery, or burial association, 
 and of all owner or owners of lot or lots in said burial-ground, 
 the proceeds thereof being substituted in all respects for said 
 ground. °^ 
 
 1176d. Distribution of Proceeds of Sale. 
 
 The proceeds of such sale or sales shall be applied and dis- 
 tributed by said managers, trustees, or other officers, in whom is 
 
 (62) Sec. 2, Act of June 25, 1913, P. L. SSi- 
 
 (63) Sec. 3, Act of June 25, 1913, P. L. 5Si- 
 
privath; corporations in Pennsylvania. 241 
 
 vested the management of such incorporated or unincorporated 
 church, cemetery, or burial association, as follows: (i) to the 
 payment of the expenses of removing said bodies and the monu- 
 ments or tombstones erected or maintained in such cemetery, in- 
 cluding the purchase of new grounds or new lots in a properly 
 regulated burial-ground or cemetery, in the vicinity of such city, 
 township, or borough; (2) to the compensation or payment to lot 
 owners in said burial-ground, in which no bodies have been in- 
 terred; and (3) the residue, after defraying all necessary ex- 
 penses incident to the removal of said bodies and interring the 
 same in a careful manner, to be held in trust for lot owners who 
 cannot be found after diligent search, and for such other uses, 
 objects, and purposes as said incorporated or unincorporated 
 church, cemetery, or burial association may order, direct, and 
 appoint.** 
 
 1192. Business to be Transacted on Cash Basis. 
 
 The Act of June 7, 1887, P. L. 365, relative to co-operative as- 
 sociations is sufificient in its title. It is not invalid as conferring 
 special privileges or immunities because of the provision that such 
 associations shall neither give nor take credit, which provision 
 does not interfere with the right of contract. Persons who ex- 
 tend credit to such an association in violation of said provision 
 have no claims which can be proved against it in bankruptcy, and 
 cannot maintain a petition to have it adjudged an involuntary 
 bankrupt.*** 
 
 The name of a co-operative association formed under the Act 
 of June 7, 1887, P. L. 365, gives notice to everyone doing busi- 
 ness with it, that it is formed under said act, and a party who 
 sells goods to it on credit may not enforce his claim therefor, even 
 though some of the letter and bill heads of the association con- 
 tain no notice to that effect.*" 
 
 1217. Collection of Assessments by Drainage and Meadow Com- 
 panies. 
 
 The Penn Manor Meadow Company, originally chartered by 
 special Act of March 4, 1815, 6 Sm. L. 257, and reincorporated 
 under the Act -ii April 29, 1874, P. L. 7Z, has no power to levy 
 
 (64) Sec. 4, Act of June 25, 1913, P. L. 55 1- 
 
 (64*) Wyoming Valley Co-op. Assn., 198 Fed. Rep., 436 (1912). 
 
 (65) Yeagley v. Co-operative Association, 22 York, 116 (1909). 
 
242 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 an assessment upon a person who is not a member of the cor- 
 poration, whose lands, although a part of the area originally sur- 
 veyed for protection by the company's works, are not affected by 
 the work for which the assessment was levied. *° 
 
 1221a. Surrender of Charters and Franchises of Meadow Companies 
 — Counties to Perform Functions. 
 
 All corporations organized for the purpose of the erecting and 
 maintaining of meadow banks, building sluices, and digging 
 ditches, and generally for the protection of meadow lands from 
 inundations, be and the same are hereby authorized and empow- 
 ered, at any time after the passage of this act, to surrender the 
 charter and franchises vested in such corporations. And imme- 
 diately thereupon all of the duties heretofore performed by such 
 companies shall devolve upon the respective cities or counties 
 within which the lands lie which had been theretofore within the 
 jurisdiction of such meadow companies.'^ 
 
 1225. Powers of Electric Light Companies — Bates. 
 
 Where an electric light company offers to all its customers a 
 yearly contract at a reduced rate over an existing monthly con- 
 tract, and one of its customers, refusing to sign such yearly con- 
 tract, continues to take light, he is bound to pay the monthly rate, 
 if it appear that the company did not give the reduced rate to 
 other customers refusing to sign the yearly contract.** 
 
 An electric light, heat and power company may allow a lower 
 rate for each unit of electric current to customers consuming a 
 certain amount and pledging themselves to deal exclusively with 
 the company for a stated period than it allows to customers con- 
 suming a less amount, and who do not bind themselves to take 
 current for any particular length of time."' 
 
 The American Transfer Company possessing the powers 
 granted by the Act of April ii, i866, P. L., (1867), page 1447, in- 
 corporating the Dispatch Company and providing that it should 
 have power "to provide, erect, operate and maintain machinery, 
 engines, tubes and apparatus, which may be deemed necessary 
 
 (66) Louderback v. Warner, 37 Pa. Super. Ct., 136 (1909). 
 
 (67) Act of June 9, 191 1, P. L. 834. 
 
 (68) Allegheny County Light Co. v. Shadyside Electric Co., 37 Pa. 
 Super. Ct., 79 (1908). 
 
 (69) Steinman v. Edison Illuminating Company, 43 Pa. Super. Ct., 77 
 (1910) ; 26 Lane. L. R., 178. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 243 
 
 for the transmission of property of any kind, entrusted to the 
 care of said corporation, whether upon the surface of the earth, 
 or under the same," and that it should have the right "to enter 
 upon such lands and enclosures, streets, lanes and alleys, roads, 
 highways and bridges, as it may be necessary to occupy, for the 
 purposes aforesaid," and the powers enumerated in the Act of 
 April 26, 1870, P. L. (1872) 1240, incorporating the Novelty 
 Power Company and providing "that the business of said corpo- 
 ration shall be the receipt, delivery, transportation, storage, trans- 
 mission, conveyance of goods, merchandise, letters, packages, 
 messages, parcels, property of any and every kind and descrip- 
 tion," and the Act of March i6, 1868, P. L. 331, a supplement to 
 the act incorporating the Dispatch Company, and providing "that 
 nothing contained in said act shall be held to prohibit the said 
 corporation from transporting persons within their pneumatic 
 tubes," has no right to exercise the right of eminent domain for 
 the purpose of appropriating rights of way over private property 
 for the purpose of transmitting electric power.'*'* 
 
 1228a. Validation of Charters Improvidently Issued to Electric 
 Light Companies Covering More Than One Municipality or 
 Township. 
 
 Whenever any charter, heretofore issued by the Governor of 
 the Commonwealth to a corporation, purports to authorize such 
 corporation to manufacture, distribute, or sell electricity for heat, 
 light, or power, or any of them, in a territory comprising two or 
 more municipalities or townships, or a municipality or municipal- 
 ities and a township, or townships, and whenever such corpora- 
 tion, having accepted said charter, has heretofore established a 
 plant for the manufacture, or erected pole-lines for the distribu- 
 tion, of electricity, in one or more of the municipalities or town- 
 ships named in said charter, such charter shall be and hereby is 
 validated and confirmed as and for the municipalities or town- 
 ships in which said plant or pole-lines have been established and 
 erected, so that said charter shall have the same force and legal 
 effect as if it had originally been lawfully granted for the respec- 
 tive municipalities or townships in which the corporation has 
 heretofore actually operated : Provided, however, That any cor- 
 poration, company, or association, before deriving the benefits of 
 
 (69*) American Transfer Co.'s Petition, 237 Pa., 241 (1912); 29 Lane. 
 L. R., 249. 
 
244 PXIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 this act, shall, by a majority vote of its stockholders at any reg- 
 ular or special meeting, accept the provisions of this act, and file 
 in the office of the Secretary of the Commonwealth a certificate 
 under the seal of the company, setting forth the date of such ac- 
 ceptance; whereupon the Governor shall issue his letters patent 
 validating, confirming, and creating said company, or associa- 
 tion, as a corporation in deed and in law, with full force and ef- 
 fect as if said company or association had been originally lawful- 
 ly incorporated : Provided also, That if any such corporation 
 shall have been consolidated or merged with any other corpora- 
 tion, letters patent shall issue with like force and effect to such 
 consolidated or merged corporation, upon its acceptance of the 
 provisions of this act in like manner.^" 
 
 The foregoing act applies to cases where a company already 
 operating in one or more of the townships or municipalities enu- 
 merated in its charter wishes to continue to operate in all of the 
 territory in which it is operating. 
 
 The following act applies to cases where a company presum- 
 ably not operating in more than one township or municipality, 
 renounces its right to operate elsewhere. 
 
 Wherever, heretofore, any corporation has been incorporated 
 under the provisions of the Act of May eighth, one thousand 
 eight hundred and eighty-nine, "An act to amend an act, entitled 
 'An act to provide for the incorporation and regulation of cer- 
 tain corporations,' approved the twenty-ninth day of April, Anno 
 
 (70) Act of May 15, 1913, P. L. 213. The preamble to this act is as 
 follows : 
 
 Whereas, Prior to one thousand nine hundred three, upon a broad con- 
 struction of the word "districts," contained in the thirty-fourth section of 
 the act approved April twenty-ninth, one thousand eight hundred seventy- 
 four, entitled "An act to provide for the incorporation and regulation of 
 certain corporations," and its supplements and amendments, the Governor 
 of the Commonwealth issued letters patent or charters incorporating a 
 number of electric light companies, for the purpose of supplying electricity 
 for heat, light, and power in districts comprising contigious municipali- 
 ties or townships; and 
 
 Whereas, Some of these companies so incorporated, relying upon the 
 validity of charters so issued, have established light-plants and pole-lines, 
 and have entered upon the business of supplying electricity for light, heat, 
 or power, or any or all of them, in municipalities or townships named 
 in their respective charters ; and 
 
 Whereas, Doubt has arisen concerning the vaHdity of charters so is- 
 sued; now, therefore, — 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 245, 
 
 Domini one thousand eight hundred and seventy-four, providing 
 for the incorporation and regulation of electric light, heat and 
 powder companies" (Pamphlet Laws, one hundred and thirty- 
 six), amending subdivision eleven, class two, section two, act of 
 April twenty-ninth, one thousand eight hundred and seventy-four, 
 "An act to provide for the incorporation and regulation of certain 
 corporations," for the purpose, expressed in the application for 
 its charter, of supplying heat, light, and power by means of elec- 
 tricity to the public within a territory greater than the territory 
 for which, by said act, said corporation would have had author- 
 ity to supply light, heat, and power by electricity, — it shall be 
 lawful for said corporation, within one year from the date of 
 this act, to file in the office of the Secretary of the Common- 
 wealth, and record in the proper county, a certificate, under its 
 corporate seal, specifying the borough, town, city, or district 
 (part of said larger territory) in which it desires to supply heat, 
 light, and power, or any of them, to the public by electricity. 
 And if any such borough, town, city, or district, after the filing 
 of the original application for the charter, was subdivided into 
 two or more separate boroughs or districts, the certificate so to be 
 filed may comprehend all such boroughs or districts. 
 
 Upon the filing and recording of any such certificates, said 
 corporation shall be obliged to confine its operations to supply 
 light, heat, and power, or any of them, to the public, by electricity, 
 to the territory specified in said certificate. Any such corporation 
 filing and recording such certificate shall thereafter possess the 
 same rights and powers which it would have possessed had the 
 original application for its charter and its charter confined the 
 operations of said company to the borough, town, city, or district 
 thus specified. 
 
 All property, rights, easements, franchises, and privileges be- 
 longing to any such corporation, theretofore acquired by gift, 
 grant, conveyance, municipal ordinance or consent, assignment, 
 or otherwise, shall be vested in, and shall be exercised by, said 
 corporation as though the original application for charter and 
 charter had been limited in the way specified. ^^ 
 
 The Secretary of the Commonwealth is authorized and di- 
 rected to receive any such certificate, and to file the same with the 
 original application for incorporation in his office, upon payment 
 of a fee for filing of thirty dollars: Provided, That nothing 
 
 (71) Sec. I, Act of June 6, 1913, P- L- 4S8. 
 
246 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 herein contained shall enlarge the territory within which any 
 such corporation was authorized by law at the time of its incor- 
 poration to supply heat, light, and power by means of electricity 
 to the public.'^ 
 
 1230. Municipal Control — Licenses. 
 
 Where a borough has by ordinance granted to an electric light 
 company the right to erect poles and string wires along the streets 
 within a specified time, the borough cannot afterwards extend 
 the time limit by a mere resolution not presented to the burgess 
 for approval nor recorded and advertised. Such an extension 
 can be effected only by an ordinance. But where the borough 
 has not insisted upon a strict compliance with the ordinance as 
 to time, but has objected only that a proper bond has not been 
 filed, the borough will not be permitted to enforce a forfeiture 
 of the grant on the ground that the company had failed to ob- 
 serve the original time limit. In such a case, it appearing that 
 the company had made continuous efforts in good faith to fur- 
 nish a satisfactory bond, the court will restrain the borough from 
 removing the poles and wires, but will require the company to 
 execute and deliver a bond within a specified time.^' 
 
 1231. Erection of Electric Light Poles and Wires on Highways. 
 
 An electric light company has a charter privilege of extending 
 its wires across a street, and any interference with the use of 
 such wires is an interference with a public right which is superior 
 to any right in abutting owners to extend wires across the same 
 street.'* 
 
 As between electrical companies exercising similar franchises 
 upon the same streets priority carries superiority of right. A 
 subsequent licensee is under the duty to so construct and maintain 
 its wires and lines as not to interfere with the right of the prior 
 occupant of the streets to properly maintain and operate its 
 lines and to transact the business it is authorized by its fran- 
 chise to transact. Equity will enjoin all interference of junior 
 companies with senior companies which is not strictly unavoid- 
 able, and this without regard to the extra cost of the methods 
 which might be necessary for the junior company to use to pre- 
 
 (72) Sec. 2, Act of June 6, 1913, P. L. 4S8. 
 
 (73) United Elec. Lt. Co. v. East Pgh. Borough, 230 Pa., 65 (1911). 
 
 (74) Wettengel v. Allegheny County Light Co., 223 Pa., 79 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 247 
 
 vent such interference. A company having a prior right upon a 
 street is entitled to as much space therein as is reasonably neces- 
 sary for the safe and successful operation of its line, including 
 any additional space that it may be reasonably anticipated will 
 become necessary in the future for the growth and enlargement 
 of its business. There is no right, without the consent of the 
 other party, in one electric light company to attach in any way 
 its wires to the poles of another electric light company, or to at- 
 tach the wires of another electric light company to its own poles." 
 
 1267-1336. Insurance Companies. 
 
 As stated in the preface, the laws relating to insurance com- 
 panies were elaborately revised at the Session of 191 1 by the 
 passage of numerous and voluminous acts which repealed prac- 
 tically all of the acts given in the above numbered sections in the 
 original work, except that the Act of May i, 1876, P. L. 53, given 
 in Sections 1267-1315, remains in force as applicable to mutual 
 fire insurance companies only. 
 
 As the acts referred to did not take the form of amendments 
 to existing laws, but instead thereof provided a new code of in- 
 surance law, it proved impracticable to give the same under the 
 section numbers and headings used in the second edition of this 
 work in the presentation of the laws previously in force, for 
 which reason the new laws relating to insurance companies are 
 given in this supplement in Section 1932 and following sections. 
 
 12e7b. Repeal of Acts of May 7, 1889, and July 3, 1895. 
 
 The Act of May seventh. Anno Domini one thousand eight 
 hundred and eighty-nine, and the amendment thereto by the Act 
 of July second. Anno Domini one thousand eight hundred and 
 ninety-five, together with all other acts inconsistent herewith, be 
 and the same are hereby repealed.''"-^' 
 
 1267c. Authorizing Fire and Marine Insurance Companies to Grant 
 Insurance Against Lightning, Explosions, Etc. 
 
 From and after the passage of this act, any fire, or fire and ma- 
 rine, insurance company, organized under a charter heretofore 
 granted by this Commonwealth, or in pursuance of any law relat- 
 ing to the incorporation of insurance companies, shall have the 
 
 (75) Edison Elec. 111. Co. v. Citizens' Elec. Co., 235 Pa., 492 (1912)- 
 (76-78) Sec. 3, Act of May 3, 1909, P. L. 40S- 
 
248 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 power, in addition to the powers already possessed, to grant in- 
 surance against loss or damage caused by lightning, or by ex- 
 plosion of any kind, when fire does not ensue; and also against 
 loss or damage caused by tornadoes, wind-storms, sleet, snow, 
 flood, or cyclones, or by hail; but nothing in this act contained 
 shall be deemed as rendering any such company liable for any 
 such loss or damage, unless liability therefor shall be expressly 
 assumed in a policy of insurance, specially designed to cover 
 such loss or damage, issued by such company, duly signed by its 
 president and secretary, or in a printed rider attached to and 
 made part of a policy of insurance, duly authenticated and issued 
 by such company, in pursuance of the provisions of this actJ" 
 
 1267d. Insurance Against Caving in of Surface of the Ground 
 Above Coal Mines. 
 Any fire, or fire and marine, insurance company, heretofore or 
 herafter organized under the laws of this Commonwealth, or 
 authorized to transact business therein, in addition to the powers 
 heretofore granted by law, shall have power to insure against loss 
 or damage caused by the caving in of the surface of the earth 
 above coal-mines ; but nothing in this act shall be deemed as ren- 
 dering any such company liable for any such loss or damage un- 
 less liability therefor shall be expressly assumed in the policy of 
 insurance.*" 
 
 1299. Specially Incorporated Companies Subject to the Provisions 
 of the Act of April 4, 1873. 
 An insurance company incorporated by special act after the 
 adoption of the constitutional amendment of 1857 holds its char- 
 ter subject to the provisions of the Act of March 21, 1873, P. L. 
 20, and its supplements.*"^ 
 
 1307. Appointment of a Beceiver on Dissolution of Company. 
 
 The receiver of an insolvent mutual insurance company may 
 bring suit in his own name to recover assessments upon policy 
 holders.*^ 
 
 (79) Act of April 27, 1909, P. L. 200, amending Sec. 1, Act of May 9, 
 1889, P. L. 155- 
 
 (80) Act of May 23, 1913, P. L. 333- 
 
 (81) In re Application of Union Nat. Life Ins. Co., 13 Dau. Co. Rep., 
 96 (1910) ; 37 Pa. C. C, 273; 58 Pitts. L. J., 2. Op. Atty. Gen. 
 
 (82) Tanner v. H. C. Fox & Sons, Inc., 21 D. R., 1030 (1912) ; 40 Pa. 
 C. C, 136. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 249 
 
 1307a. Mutual Tire Insurance Companies May Insure Against Dam- 
 age from Leaking or Broken Sprinklers and Other Appa- 
 ratus. 
 
 From and after the passage of this act any mutual fire, or fire 
 and marine, insurance company, organized under a charter here- 
 tofore granted by this Commonwealth, or in pursuance of any 
 law thereof relating to the incorporation of mutual fire insurance 
 companies, shall have the power, in addition to the powers al- 
 ready possessed, to grant insurance against loss or damage by 
 water to any goods or premises arising from the breakage, or 
 leakage of sprinklers, pumps, or other apparatus, erected for ex- 
 tinguishing fires, and of waterpipes, and against accidental in- 
 jury to such sprinklers, pumps, or other apparatus, and, also, 
 from the use and occupancy of any building, plant, or manufac- 
 turing establishment: Provided, Nothing in this act contained 
 shall be deemed as rendering any such company liable for any 
 such loss or damage, unless liability therefor shall be expressly 
 assumed in a policy of insurance specially designed to cover such 
 loss or damage, issued by such company, duly signed by its pres- 
 ident and secretary, or by a printed rider attached to and made 
 part of a policy of insurance, duly authenticated and issued by 
 such company.*' 
 
 1326. Companies to Certify Names of Agents to Insurance Com- 
 missioner. 
 
 Companies to which certificates of authority are issued, as 
 provided in the preceding section, shall, from time to time, cer- 
 tify to the commissioner the names of agents, who may be either 
 individuals, partnerships, or corporations, appointed by them to 
 solicit risks in this state; and no such agent, either individual, 
 partnership, or corporation, shall transact business until he, they, 
 or it has procured from the commissioner a certificate showing 
 that the company has complied with the requirements of this act, 
 and that the person, either individual, partnership, or corporation, 
 named in said certificate, has been duly appointed its agent : Pro- 
 vided, That in case a license is issued to a partnership or corpora- 
 tion, every officer, and every soliciting employee of such partner- 
 ship or corporation, shall be required to have an individual li- 
 
 (83) Act of July 7, 1913, P- L. 696. 
 17 
 
250 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 cense, under said act of Assembly, and shall be subject to all 
 penalties and other provisions of said act: Provided, further. 
 That as to corporations, this section shall not apply to any which 
 are engaged in any business other than insurance and real es- 
 tate." 
 
 1359a. Certain Kecords to be Kept and to be Open for Inspection. 
 
 It shall be the duty of the directors of every such company to 
 cause a book to be kept by the treasurer or secretary thereof, at 
 the office or principal place of business of the company, which 
 shall contain the names of all persons, alphabetically arranged, 
 who are or who shall within one year have been stockholders of 
 such company, showing their places of residence, the number of 
 shares of the stock held by them respectively, and the time when 
 they respectively became the owners thereof, and the amount 
 paid on such shares, and the total amount of the capital stock 
 paid in ; which book shall at the end of the year be carefully pre- 
 served in the office of the company for future reference, and shall 
 during the usual business hours of the day, on every business 
 day, be open for the inspection of all persons who may desire to 
 inspect the same, and any and every person shall have the right 
 to make extracts from such book ; and no transfer of stock shall 
 be valid for any purpose whatever, except to render the person 
 to whom it is transferred, liable for the debts of the company, 
 according to the provisions of this act, until it shall have been 
 entered therein as required by this section, by an entry showing 
 by and to whom the same has been transferred ; such book shall 
 be prima facie evidence of the facts therein stated, in favor of 
 the plaintiff, in any suit or proceeding against such company, or 
 against any one or more stockholders ; and if any such company 
 shall neglect or refuse to keep such book, or to make or cause to 
 be made any proper entry therein, or shall, on application made to 
 any director or officer thereof, neglect or refuse to exhibit the 
 same, or to allow extracts to be taken therefrom, as hereinbefore 
 required, such company shall forfeit and pay to the party ag- 
 grieved, fifty dollars for each and every day it shall so neglect or 
 refuse as aforesaid, recoverable by said party as in other cases of 
 claims against such company.'^"*' 
 
 (84) Act of March 30, 1911, P. L,. 34, amending Sec. 11, Act of April 
 
 4, 1873, P- L- 20- 
 
 (85-86) Sec. 24, Act of April 7, 1849, P- L. 568. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 25I 
 
 The provisions of the twenty-fourth section of the act, entitled 
 "An act to encourage manufacturing companies within this Com- 
 monwealth," approved April seventh, Anno Domini one thousand 
 eight hundred and forty-nine, shall be and are hereby extended to 
 all manufacturing or mining companies now or hereafter incor- 
 porated under any special or general law of this Common- 
 wealth.*' 
 
 1361. Individual Liability of Stockholders for Claims of Laborers. 
 
 The provisions of Clause ii of Section 39 of the Act of April 
 29, 1874, relative to the liability of stockholders for money due to 
 laborers, etc., must be taken in connection with the 41st and 42d 
 Sections of the Act of July 18, 1863, P. L. (1864) 1102, which 
 sections are neither supplied nor repealed by said Act of 1874.** 
 Section 41 of said Act of 1863, providing that no stockholder of 
 a corporation shall be liable for its debts unless a judgment is 
 first recovered against the company and the company shall neg- 
 lect for thirty days after demand made, on execution, to pay the 
 amount due, stockholders are not liable for the debts of their cor- 
 porations until execution upon the judgment therefor against the 
 corporation has been first returned unsatisfied, and the fact that 
 the corporation has been adjudged a bankrupt is immaterial.*" 
 
 1373. Surrender of rranchises by Natural Gas Companies Over a 
 Portion of Their Territories. 
 
 Where a natural gas company organized under the Act of 
 May 29, 1885, through its directors, surrenders its franchises 
 over a portion of the territory occupied by it, without objection 
 
 (87) Sec. I, Act of April 17, 1869, P. L. 71. The writer is in doubt as 
 to whether these two acts are still in force. They are included in the last 
 edition of Pepper & Lewis's Digest, but omitted from Stewart's Purdon. 
 It would seem to be of little importance whether the acts are in force 
 or not, because the book required to be kept is nothing more than a com- 
 bination of a stock ledger and a transfer book, both of which books are 
 presumably kept by all corporations, and it may be doubted whether the 
 courts would so construe these provisions as to permit any one to examine 
 the book who did not have an interest therein entitling him to do so. 
 If he had such an interest, he would, of course, be entitled to an ex- 
 amination irrespective of these provisions. 
 
 (88) Miller Paper Co, v. York Coated Paper Co.. 34 Pa. Super. Ct., 315 
 (1907). 
 
 (89) Spillane v. Shirley, 22 D. R., 319 (1912) ; 40 Pa. C. C, 643. 
 
252 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 by Stockholders, creditors or the state, land owners within the 
 territory surrendered who were previously served by the com- 
 pany have no standing to question its action.'" 
 
 1381. Disputes Between Companies and Municipalities to be De- 
 cided by the Courts of Common Fleas. 
 
 Under the provisions of the 12th Section of the Act of May 29, 
 1885, P. L. 29, the jurisdiction of courts of common pleas is not 
 restricted to cases where the public safety is involved, but extends 
 also to cases in which the manner of laying the pipe affords 
 ground of complaint to the owners of land occupied thereby. *^"*^ 
 
 1386. Consolidation of Companies Formed Under This Act. 
 
 A natural gas company supplying a borough with natural gas 
 at the date of the approval of the natural gas Act of May 29, 
 1885, P. L. 29, accepted the provisions of said act. Afterwards it 
 was consolidated under the Act of May 29, 1901, P. L. 349, with 
 another natural gas company having the right to supply gas in 
 the borough, with a restriction as to the price of the gas. The 
 company so restricted never, in fact, furnished gas within the 
 borough, but such gas was continuously furnished by the first 
 named company. Held, that the consolidated company might 
 furnish gas within the borough free from the restriction imposed 
 by the franchise of the second company; and it is immaterial in 
 such a case that the stock of the first company was acquired by 
 owners of the stock of the second company, and that the net 
 proceeds from the operations of the first company were turned 
 into the treasury of the second company.^' 
 
 1399. Contracts to Supply Gas. 
 
 A court of equity may prevent a natural gas company from dis- 
 posing of practically all of its property in order to escape com- 
 plying with its contracts, and if such company sell its property 
 to another natural gas company which company has notice of ex- 
 
 (90) Germania Refining Co. v. Alum Rock Gas Co., 226 Pa., 433 
 (1910). 
 
 (gi-92) Clemens v. American Nat. Gas Co., 21 D. R., 315 (1911). 
 
 (93) Punxsutawney Borough v. T. W. Phillips Gas & Oil Co., 238 Pa., 
 23 (1913)- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 253 
 
 isting contracts of the vendor company for the supply of gas, the 
 vendee company will be compelled to perform such contracts.** 
 
 A natural gas company may not prefer a glass company by 
 entering into a contract to furnish it with sufficient gas for its 
 needs to the exclusion of other glass companies similarly situated, 
 which desire to be furnished with gas, whether such other com- 
 panies are incorporated and desirous of using gas at the time 
 when the contract was made with the first mentioned company, or 
 whether they became incorporated and desirous of using gas 
 thereafter.*' 
 
 Where a natural gas company, in consideration of a right of 
 way absolutely conveyed, contracts to furnish gas to the grantor 
 at a certain rate, but the duration of such contract is left indefi- 
 nite, and, years after the execution of the contract, the increased 
 cost of production of gas compels the gas company to increase its 
 rate to other customers, the company may terminate the contract 
 upon a reasonable notice.®' 
 
 1405. Condemnation of Easements for the Construction of Halns 
 
 of ITatural Gas Companies. 
 The title which a natural gas company acquires to its right of 
 way, through the exercise of its power of eminent domain, is 
 such a right to the occupancy of real estate as will enable it, 
 under the provisions of the Act of June lo, 1893, P. L. 415, to 
 rule one claiming adversely to the company to bring his action of 
 ejectment or be barred therefrom in case of default."^ 
 
 1406. Courts May Compel Companies to Bury Pipes Already Laid. 
 
 Where pipes were laid through waste or woodland, a court of 
 common pleas may when such land shall be changed to farming 
 land order the burying of the same to a depth of at least twenty- 
 four inches below the surface, as provided in Section ten of the 
 Act of May 29, 1885, P. L. 29."' See Section 1378. 
 
 (94) People's Natural Gas Co. v. American Natural Gas Co., 233 Pa., 
 
 569 (1912). 
 
 (95) Fairchance Window Glass Company v. Star Gas Co., 36 Pa. C. C, 
 338 (1908) ; 18 D. R., 544- 
 
 (96) McCullough-Dalzell Crucible Co. v. Philadelphia Company, 223 
 Pa., 336 (1909)- 
 
 (97) Clemens v. American Nat. Gas Co., 39 Pa. C. C, 447 (1911)- 
 
 (98) Clemens v. American Nat. Gas Co., 21 D. R., 315 (19"). 
 
254 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1408. Miscellaneous. 
 
 A natural gas company may not arbitrarily refuse to serve the 
 public, but to entitle a person to demand the service of gas he 
 must be in the district and along the lines of the company, and a 
 citizen living in the district but not along the company's lines 
 cannot compel it by mandamus to extend its pipe and service 
 under an ordinance passed more than twenty years after the com- 
 pany went into operation in the municipality, when the supply 
 of gas is diminishing and the company is supplying all the cus- 
 tomers it can properly serve, such ordinance being unreasonable.*' 
 
 The taking over of a turnpike road by a county does not ipso 
 facto terminate a right of way granted by the turnpike company 
 along its road to a natural gas company for gas pipes. ^'"' 
 1469. Taxation of Savings Banks. 
 
 Banks and savings institutions paying the four mills tax upon 
 the actual value of their shares of stock, surplus and undivided 
 profits, on or before the first day of March in each year, are not 
 taxable on bonds, mortgages, etc., owned by them in their own 
 right, and the treasurers of Pennsylvania corporations, the obliga- 
 tions of which are owned by such banks or savings institutions, 
 are not required, on the payment of interest on such obligations, 
 so held, to deduct and pay the tax on corporate loans on such 
 obligations.^ 
 
 The bonds, mortgages, etc., owned by banks and savings insti- 
 tutions electing to pay the ten mills tax on the par value of their 
 shares of stock are, however, subject to the tax on personal 
 property and the tax on corporate loans.'' 
 
 1471. Municipalities May Purchase the Property of Sewer Com- 
 panies. 
 
 From and after the passage of this act, it shall be lawful for 
 any municipality, in which any corporation created and existing 
 under and by virtue of the laws of this Commonwealth, or any 
 person or persons or unincorporated associations, have construct- 
 
 (99) Beck v. Penna. Gas Co., i8 D. R., 245 (1908). 
 
 (100) Suburban Rapid Transit St. Ry. Co. v. Monongahela Nat. Gas 
 Co., 230 Pa., 109 (1911). 
 
 (i) Com. zi. Clairton Steel Co., 222 Pa., 293 (1908) ; 11 Dau. Co. Rep., 
 
 25- 
 
 (2) Com. V. Clairton Steel Co., 222 Pa., 293 (1908) ; 11 Dau. Co. Rep., 
 25. 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. 255 
 
 ed and are maintaining or may hereafter construct and maintain, 
 sewers, culverts, conduits, and pipes, with the necessary inlets 
 and appliances, for surface, under surface and sewage drainage, 
 to become the owners of such sewers, culverts, conduits, and 
 pipes, with the necessary inlets and appliances, for surface, under 
 surface, and sewage drainage, and the property of such com- 
 pany, person or persons, or unincorporated associations, by pay- 
 ing therefor the actual value of the same at the time of taking by 
 the municipality.^* 
 
 1472. Proceedings When Parties Cannot Agree Upon the Amount 
 to be Paid. 
 
 Whenever the amount to be paid by any municipality to any 
 corporation, person or persons, or unincorporated association, 
 for the acquisition of sewers, culverts, conduits and pipes, with 
 the necessary inlets and appliances, under the act of the General 
 Assembly, approved the nineteenth day of April, Anno Domini 
 one thousand nine hundred and one (Pamphlet Laws, eighty- 
 two), shall have been ascertained in the manner provided in said 
 act, it shall be lawful for the court of common pleas of the proper 
 county, or any law judge thereof in vacation, on application 
 thereto by petition by said municipal corporation or any person 
 interested, to appoint viewers, who shall assess the costs and ex- 
 penses of the sewers, culverts, conduits and pipes, with the neces- 
 sary inlets and appliances, acquired by said municipality, upon the 
 property benefitted, according to benefits, if sufficient can be 
 found ; but if not, then the deficiency when finally ascertained 
 shall be paid by the municipal corporation; and the proceedings 
 of said viewers, and the proceedings on their report, shall be as 
 provided in said Act of May sixteen, one thousand eight hundred 
 and ninety-one (Pamphlet Laws, seventy-five), for viewers and 
 reports of viewers in cases of property taken, injured, or de- 
 stroyed.^*' 
 
 1477. Ship Canal Companies. 
 
 The 13th Section of the Act of June 24, 1895, P. L. 221, as 
 
 (2*) Sec. I, Act of July 21, 1913, P. L. 865, amending the Act of May 
 24, 1901, P. L. 294. See Sec. 2105. 
 
 (2**) Sec. 2, Act of- July 21, 1913, P. L. 865, amending the Act of May 
 24, 1901, P. L. 294. 
 
2S6 PRIVATE CORPORATIONS IN PENNSYI<VANIA. 
 
 amended by the Act of June 8, 1907, P. L. 482, was further 
 amended by the Act of June 6, 1913, P. L. 455. 
 
 1492. Traction or Motor Power Companies May Operate Leased 
 Lines as a Oeneral System. 
 
 The Public Service Commission has power to regulate the rout- 
 ing of the lines of traction or motor companies operating under 
 the provisions of the Act of May 15, 1895, P. L. 65. See Sec- 
 tions 2125 and 2217. 
 
 1511. May Cross Railroads at Grade. 
 
 After January i, 1914 (see Section 2217), the crossing of the 
 tracks of one public service corporation by those of another will 
 be wholly controlled by the Public Service Commissioners. See 
 Sections 2107, 2146-2149. 
 
 1514. street Railway Companies Required to Carry XJ. S. Mail. 
 
 All street railway corporations, chartered as common carriers 
 under the provisions of the Constitution and laws of this Com- 
 monwealth, are hereby required, upon the demand of the Govern- 
 ment of the United States, to transport the United States mail at 
 a price to be mutually agreed upon by the corporation and the 
 United States government; and in the event of failure to agree 
 vtpon a rate of compensation for a period of three months, after 
 notice of such failure by either party, the said corporation or the 
 United States government may apply to the Railroad Commis- 
 sion, constituted under the provisions of the act of Assembly of 
 May thirty-first, one thousand nine hundred and seven, creating 
 such commission, for hearing and adjustment of the rate of com- 
 pensation according to the method of procedure set forth in the 
 said act ; and the said Railroad Commission shall proceed to de- 
 termine the rate of compensation in dispute, as in other disputed 
 rate questions, under the provisions of the said act : Provided, 
 however. That the rate of compensation in all cases shall not be 
 confiscatory, nor less than that paid by the government of the 
 United States for services under similar conditions of traffic. 
 The finding of the Railroad Commission shall remain in force 
 for the period of one year.' 
 
 (3) Act of April 22, 1909, P. L. 114- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 257 
 
 1515. Abandonment of a Portion of the Boutes of Street Bailway 
 
 Companies. 
 
 A property owner has no standing to object by a bill in equity, 
 filed under the Act of June 19, 1871, P. L. 1360, to the aban- 
 donment of a part of the route of a company and the substitution 
 of another route therefor, where the abandonment was made pur- 
 suant to the authority of the stockholders and the consent of the 
 townships wherein the chartered route lies, proper returns hav- 
 ing been made to the Secretary of the Commonwealth.* 
 
 1516. Application for Local Consent to be TSade Within Two Years 
 
 — Boad to be Completed Within Five Years. 
 
 The Act of June i, 1907, P. L. 366 (see Section 1495), does 
 not repeal so much of Section 6 of the Act of May 3, 1905, P. L,. 
 368, as requires a street railway company within two years from 
 the date of incorporation to make formal application to the local 
 authorities for leave to occupy and use the necessary streets, etc., 
 and where no such application has been made within said period 
 a charter will be granted, upon application, to another company 
 to occupy and use the same route or a portion thereof.^ 
 
 1518. May [Not] Connect Tracks With Any Bailroad Tracks. 
 
 On and after January i, 1914 (see Section 2217) the connection 
 of street railway tracks with railroad tracks will be controlled by 
 the Public Service Commission. See Sections 2094 and 2141. 
 
 Street passenger railway companies and railroad companies, 
 heretofore and hereafter incorporated, be and they are hereby 
 authorized and empowered to connect their tracks and to inter- 
 change their cars, whether passenger or freight, and the continu- 
 ous movement thereof between and over their said tracks : Pro- 
 vided, That the consent of the local authorities of the several 
 cities, boroughs, and townships, through or within which any 
 street passenger railway and any railroad company may desire to 
 exercise the said rights and privileges, or any of them, conferred 
 by this act, shall be first obtained : And provided further, That 
 such consent shall be revocable, at the discretion of the said local 
 authorities, after any term of ten years, and may be extended 
 for similar terms, from time to time, on conditions as the then 
 
 (4) Hannum v. Media, M. A. & C. Elec. Ry. Co., 221 Pa., 454 (1908). 
 
 (5) The South Fork- Portage Rwy. Co., 40 Pa. C. C, 450 (1912). Op. 
 Dep. Atty. Gen. 
 
258 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 local authorities may impose: And provided further, That the 
 motive power used for the hauling of the cars of any railroad 
 company over the tracks of any street railway company shall be 
 the same motive power as that in general use by the street railway 
 company, in the hauling of its own cars over the same tracks : 
 And provided further, That such consent and authority may be 
 revoked by said local authorities after a period of ten years from 
 the time of commencement of operations thereunder.* 
 
 The above provision relates to connections made between the 
 tracks of distinct companies, and not to connections made by one 
 company between two of its own properties.'' 
 
 1520. Bight of Eminent Domain Conferred Upon Street Bailway 
 Companies — Exercise of Such Bight. 
 
 Where a street railway company seeks to relocate a portion of 
 its tracks, through the right of eminent domain, it may do so 
 after having secured the consent of the owners of at least fifty- 
 one per centum of the foot-frontage of the street, traveled longi- 
 tudinally, on the highway in the township, though the consent of 
 the owners of fifty-one per centum of the foot-frontage covered 
 by the relocation at a particular point has not been obtained.* 
 
 Where a street railway company laid its tracks prior to the 
 passage of the Act of June i, 1907, along one side of a highway, 
 except at a place where its tracks were deflected to the opposite 
 side of the road because of an injunction obtained by a non-con- 
 senting abutting property owner, such company may, after the 
 passage of the said act, relocate its tracks, at the point of deflec- 
 tion, without again obtaining the consent of the owners of fifty- 
 one per centum of the foot-frontage on the road.° 
 
 A petition by a street railway company for the approval of a 
 bond for taking land under the Act of June i, 1907, P. L. 368, 
 
 (6) Act of May 6, 1909, P. L. 458. This act repeals Sec. 8 of the 
 Act of June 7, igoi, P. L. 251, prohibiting the connection of street rail- 
 way tracks with those of railroads. It seems that said section was un- 
 constitutional because its provision was not set forth in the title of the 
 act. Willis V. Pgh. Rwys. Co., 234 Pa., 120 (1912) ; 56 Pitts., 415 (1909), 
 sub nom. Commissioners v. Pgh. Rys. Co. 
 
 (7) Baldwin Township v. Pgh. Railways Co., 58 Pitts., 199 (1910). 
 
 (8) Lehman v. Chambersburg & G. Elec. Ry. Co., 224 Pa., 276 (1909). 
 
 (9) Lehman v. Chambersburg & G. Elec. Ry. Co., 224 Pa., 276 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 259 
 
 which does not aver the incorporation of the company nor that it 
 is a company to which said act applies, and fails to state the pur- 
 pose for which the land is to be taken or fails to set out the 
 necessity for taking a strip greater than forty-five feet in width, 
 or to show a resolution by the corporation proposing to take the 
 particular land sought to be condemned, is fatally defective.^" 
 
 A preliminary injunction restraining a street railway company 
 from entering upon plaintiff's land will be refused where the 
 company has all necessary municipal consent, and has offered the 
 defendant a proper bond for payment of damages. ^^ 
 
 The title of the Act of June i, 1907, P. L. 368, conferring the 
 right of eminent domain on street railway companies is suffi- 
 cient.^^ 
 
 Street railway companies incorporated under the Act of May 
 14, 1889, and the supplements thereto, may exercise the power of 
 eminent domain conferred by the Act of June i, 1907, P. L. 368, 
 whether incorporated before or after the passage of said Act of 
 1907, and it is not necessary for such companies, before exercis- 
 ing said right, to amend their articles of association so as to con- 
 fer upon them the right to be common carriers of light freight, 
 etc., which is a duty imposed by the said Act of 1907 upon street 
 railway companies incorporated for the transportation of passen- 
 gers; and whenever such a street railway company serves notice 
 on a landowner of its purpose to condemn his land under the 
 right of eminent domain, filing its petition and bond as required 
 by the act, it becomes bound as a common carrier of light 
 freight.^^ 
 
 Where a decree of the court below restraining a street railway 
 company from the exercise of the right of eminent domain was 
 based upon the ground that the appellant company was not vested 
 by its charter with the power of eminent domain, that question is 
 raised by the record on appeal and will be considered by the ap- 
 pellate court." 
 
 (10) York Rys. Co. v. Stiles, 37 Pa. C. C, 257 (1909) ; 23 York L. R., 
 69. See Sec. 1604a. 
 
 (11) Dyer v. Phila. & W. Rwy. Co., 28 Montg. C. L. R., 18 (191 1). 
 
 (12) Morris v. Uniontown Radial St. Ry. Co., 41 Pa. C. C, 69 (1912). 
 
 (13) Keys V. Uniontown Radial St. Ry. Co., 236 Pa., 611 (1912). 
 
 (14) Keys V. Uniontown Radial St. Ry. Co., 236 Pa., 611 (1912). 
 
26o PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1522. Appointment of Viewers — Assessment of Damages — Appeals. 
 
 A report of viewers awarding damages against a street railway 
 company for land condemned by it was filed and marked "within 
 report read and confirmed nisi," and one month thereafter was 
 marked by the prothonotary "no exceptions having been filed 
 confirmed absolutely." An appeal taken ten days thereafter was 
 held to have been taken too late and was stricken off. The ap- 
 peal must be taken within thirty days after the first confirma- 
 tion." 
 
 1526. Proceedings When Bailway Crosses Private Property. 
 
 The provision of the Act of June i, 1907, P. L. 368, requiring 
 street railway companies exercising the right of eminent domain 
 to fence in their rights of way is constitutional. The title of said 
 act gives sufficient notice of said provision.^' 
 
 1527. Bight to Transport All Kinds of Freight and Property Con- 
 
 ferred Upon Street Bailway Companies. 
 
 The right and privilege to transport and carry all kinds of 
 freight and property upon, along, and over all street railways, 
 and to charge and collect a reasonable compensation therefor, is 
 hereby extended to and conferred upon all street railway com- 
 panies, including every kind of street railway, suburban street 
 railway, or interurban street railway, whether their lines of rail- 
 way are to be and are maintained either at the surface or above 
 or below the surface of the earth : Provided, That the consent of 
 the local authorities of the several cities, boroughs, and townships, 
 through or within which any street railway company, lessees or 
 operators thereof may desire to exercise the rights and privileges, 
 or any of them, conferred by this act, shall be first obtained : And 
 porvided further. That said consent and authority may be re- 
 voked by said local authorities after a period of ten years from 
 the time of commencement of operations thereunder: And pro- 
 vided further. That such consent shall be revocable, at the dis- 
 cretion of the said local authorities, after any term of ten years, 
 and may be extended for similar terms, from time to time, on 
 conditions as the then local authorities may impose.^^ 
 
 (15) Altoona & Logan Val. Elec. Ry. Co. v. Miller, 49 Pa. Super. Ct., 
 102 (1912). 
 
 (16) Daugherty's Case, 51 Pa. Super. Ct., 120 (1912), overruling Kauff- 
 man's Petition, 36 Pa. C. C, I (1909)- 
 
 (17) Sec. I, Act of May 6, 1909, P. L. 457- 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 261 
 
 The Act of May 22, 1907, P. L. 96, authorizing street railway 
 companies to transport express matter and light freight, is not 
 mandatory, and such companies may or may not transport such 
 matter and freight as they may see fit. Where they do not as- 
 sume to transact such business they may refuse to accept pack- 
 ages for transportation." 
 
 1528. Begulation of Maximum Rate of Fare to be Charged by Street 
 Railway Companies in Cities of the Second Class. 
 
 The Act of June 7, 1907, P. L. 453, regulating the maximum 
 rate of fare to be charged in cities of the second class, is uncon- 
 stitutional as local or special legislation.^'* 
 
 And councils of cities of the second class have no power to fix 
 fares to be charged by street passenger railway companies either 
 under their power to enact ordinances for the maintenance of the 
 good government and welfare of the city and its trade, commerce 
 and manufacturers, or under Clause XIV, Section 3, Article 
 XIX of the Act of March 7, 1901, P. L. 20, "conferring author- 
 ity to fix the rates and prices for the transportation of persons 
 and property from one part of the city to another." ^'** 
 
 On and after January i, 1914 (see Section 2217), the power 
 to regulate fares of street railway companies will be vested in the 
 Public Service Commission. See Section 2135. 
 
 1549. Municipalities May Contract With Surface, Elevated, Under- 
 ground or Motor Power Companies to Fix and Regulate the 
 Powers and Duties of the Contracting Parties. 
 
 The Act of April 15, 1907, P. L. 80, authorizing municipalities 
 to contract with street railway companies, does not violate Sec- 
 tion 7 of Article IX of the Constitution of Pennsylvania, which 
 forbids the General Assembly to authorize any county, city, bor- 
 ough, township or incorporated district to become a stockholder 
 in any company, association, or corporation, or to obtain or ap- 
 propriate money for, or to loan its credit to, any corporation, as- 
 sociation, institution or individual ; and the General Assembly may 
 empower a municipality to contract for the payment to it by a 
 
 (18) Leader Pub. Co. v. Pittsburgh Railways Co., 59 Pitts. L. J., 80 
 (igii). 
 
 (18*) Ashworth v. Pittsburgh Railways Company, 231 Pa., 539, revers- 
 ing Same Title, 44 Pa. Super. Ct., 326 (1910), and 17 D. R., 128 (1909)- 
 
 (18**) Pittsburgh v. Pittsburgh Railways Co., 47 Pa. Super. Ct., 47*5 
 (1911). 
 
262 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 street railway company or motor power company of fixed sums 
 in place of the performance of certain duties or of the payment 
 of license fees or charges imposed by general law or ordinance 
 or by the charter of a leasing or operating company, and in mak- 
 ing such a contract a municipality may provide for its own pro- 
 tection that it may select a certain number of the directors of 
 the company.^' 
 
 Such contracts must now be approved by the Public Service 
 Commission. See Sections 21 13 and 2217. 
 
 1549a. Cities of First Class May Construct, Lease and Operate 
 Street Railways— "Transit Facilities" Defined. 
 
 The words "transit facilities," as used in this act, shall be taken 
 to mean and to include railways, and extensions thereof, for the 
 transportation of persons and property over, under, upon, 
 through, and across any streets, highways, avenues, bridges, via- 
 ducts, rivers, waters, and public and private lands ; or partly over, 
 under, upon, through, and across all or any of the same. They 
 shall also be taken to mean and to include tunnels, subways, 
 bridges, elevated structures, tracks, poles, wires, conduits, power- 
 houses, sub-stations, lines for the transmission of power, car- 
 barns, shops, yards, sidings, turn-outs, switches, stations, and ap- 
 proaches thereto, cars, and motive equipment; and all works, 
 buildings, appliances, and appurtenances necessary and conven- 
 ient for the proper construction, equipment, maintenance, and 
 operation of such transit facilities, or any one or more of them.^" 
 
 1549b. May Purchase, Lease, Construct, Equip and Operate "Tran- 
 sit Facilities." 
 
 It shall be lawful for, and the right is hereby conferred upon, 
 cities of the first class of this Commonwealth to purchase, lease, 
 locate, construct, and equip, or otherwise acquire, transit facili- 
 ties, or any one or more of them ; and to own, maintain, use, and 
 operate the same within their respective corporate limits, and 
 within the limits of adjacent cities, boroughs, and townships: 
 Provided, Such right shall only be exercised by any of said 
 cities, within the limits of adjacent cities, boroughs, and town- 
 ships, subject to the consent and approval of the proper au- 
 thorities of such adjacent cities boroughs, and townships, law- 
 
 (19) Erode v. Philadelphia, 230 Pa., 434 (ipil). 
 
 (20) Sec. I, Act of June 17, 1913, P. L. S20. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 263 
 
 fully empowered to regulate, or to consent to the construc- 
 tion, maintenance, and operation of, such transit facilities 
 therein : And provided further, That such right shall not be ex- 
 ercised within the limits of any public park or parks, without the 
 consent and approval of the authorities vested with the power to 
 regulate the use of said park or parks.^"* 
 
 1549c. May Sell, Pledge or Xease "Transit Facilities"— Agreements 
 for Construction and Operation. 
 
 It shall be lawful for, and the right is hereby conferred upon, 
 cities of the first class of this Commonwealth to sell, pledge, or 
 lease transit facilities, or any one or more of them, and to grant 
 licenses for the use of transit facilities, or any one or more of 
 them, or any part thereof, to any corporation or corporations 
 duly authorized and empowered under the laws of this Common- 
 wealth to use or operate the same ; also to enter into agreements 
 for the construction or operation, or for both the construction 
 and operation, of such transit facilities, or any one or more of 
 them, by any such corporation or corporations, upon such terms 
 and conditions, including the prescribing and fixing of rates for 
 transportation, as the councils of such cities shall determine : 
 Provided, No such lease, license, or operating agreement shall be 
 for any period longer than fifty (50) years: Provided further, 
 That no such agreement for the construction of such transit 
 facilities, or any one or more of them, or any part thereof, shall 
 be made or entered into, unless the same provides that work on 
 such construction shall begin within eighteen months from the 
 date of said agreement, and be completed within a fixed time 
 designated in said agreement : Providing further. That no agree- 
 ment for the leasing, licensing, using, or operating transit facili- 
 ties or any one or more of them, or any part thereof, to any in- 
 dividual, copartnership or corporation, shall be made or entered 
 into, unless said agreement provides that the actual use or opera- 
 tion of such transit facilities, or any one or more of them, or 
 any part thereof, shall begin within a definite, fixed, and reason- 
 able time.'''"* 
 
 (20*) Sec. 2, Act of June 17, 1913, P. L. S20. 
 (20**) Sec. 3, Act of June 17, 1913, P. L. 520. 
 
264 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1549d. Connection of Tracks— Contracts for XTse of Tracks— Use of 
 Tracks of Street Kailway and Traction Companies. 
 
 It shall be lawful for, and the right is hereby conferred upon, 
 cities of the first class of this Commonwealth, their assigns, 
 lessees, and licensees, to connect the tracks of railways, acquired, 
 constructed, owned, or operated under the rights conferred by 
 this act, with the tracks of any railroad or railway company, 
 upon such terms and conditions as may be agreed upon; and to 
 contract with such company for the use of its tracks or for the 
 interchange of cars, whether passenger or freight, for continuous 
 movement over any such connecting tracks, upon such terms and 
 conditions as the councils of such cities shall determine. Such 
 cities, their assigns, lessees, and licensees, may use such portions 
 of the tracks of any street passenger railway company, surface, 
 elevated or underground, or motor power company, as may be 
 required, either to complete a circuit upon any railway con- 
 structed, owned or operated under the rights conferred by this 
 act, or to connect any such railway with another railway, upon 
 such terms and conditions as the councils of such cities shall de- 
 termine : Provided, Compensation for such use shall have been 
 paid or secured.'^ 
 
 1549e. Street Kailway, Surface, Elevated or Underground or 
 Motor Power Companies May Lease to or from or Sell to 
 City — Licenses for Use of "Transit Facilities." 
 
 Any street passenger railway company, surface, elevated or 
 underground, or motor power company, incorporated under the 
 laws of this Commonwealth, and authorized to own, maintain or 
 operate transit facilities, or any of them, or any part thereof, in 
 any city of the first class of this Commonwealth, or within the 
 limits of any city, borough, or township adjacent thereto, is 
 hereby authorized and empowered to sell or lease transit facil- 
 ities, or any of them, or any part thereof, to such city; to pur- 
 chase or lease transit facilities, or any of them, or any part 
 thereof, from such city ; to accept licenses from such city for the 
 use of transit facilities, or any of them, or any part thereof; to 
 enter into agreements with such city for the connection of tracks 
 and the interchange of cars, and agreements for the construction 
 or operation, or for both the construction and operation, of 
 transit facilities, or any of them, or any part thereof, by said com- 
 
 (21) Sec. 4, Act of June 17, 1913, P. L. 520- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 265 
 
 pany, upon such terms and conditions as the councils of such 
 cities shall determine. Any railroad company, incorporated under 
 the laws of this Commonwealth, is hereby authorized and em- 
 powered to enter into agreements and accept licenses from such 
 city, for the use by said company of the transit facilities of such 
 city, or any of them, or any part thereof, and for the connection 
 of tracks and the interchange of cars, upon such terms and condi- 
 tions as the councils of such cities shall determine.''** 
 
 1549f. City lllay Condemn Property and rranchises. 
 
 It shall be lawful for, and the right is hereby conferred upon, 
 cities of the first class of this Commonwealth to purchase, acquire, 
 enter upon, take, appropriate, occupy, and use such lands, rights, 
 and interests therein, property and franchises, within their re- 
 spective corporate limits, and within the corporate limits of adja- 
 cent cities, boroughs, and townships, as shall be necessary for the 
 acquisition, location, construction, maintenance, use, and opera- 
 tion of transit facilities, or any one or more of them, under the 
 rights conferred by this act, including such lands and rights, and 
 interests therein, as shall be necessary for future additions to and 
 enlargements of such transit facilities, or of any one or more of 
 them; also such lands and rights and interests therein as shall 
 be necessary for the relocation of any track or tracks of existing 
 railroads or railways, or of any pipes, sewers, subways, under- 
 ground conduits, or ways, necessary to be removed and relocated 
 in order not to interfere with the location, construction, mainte- 
 nance, use, or operation of such transit facilities, or any one or 
 more of them ; and including, also, such lands and rights, and 
 interests therein, as shall be necessary for the purpose of dis- 
 posing of earth, stone, and other material excavated in the con- 
 struction of such transit facilities, or any one or more of them : 
 Provided, however, That the right hereby conferred shall not be 
 taken as authorizing the taking or appropriating of any railroad 
 or railway in operation in said cities.^*" 
 
 1549g'. Damages Where Parties Cannot Agn^ee — Filing of Bond. 
 
 In cases where the city and the owner or owners of lands, 
 rights, and interests therein, property or franchises, to be taken 
 under the powers conferred by this act, cannot agree as to the 
 price or damages to be paid ; or where, by reason of the absence 
 
 (21*) Sec. S, Act of June 17, 1913, P. L. 520. 
 (21**) Sec. 6, Act of June 17, 1913, P. L,. S20. 
 18 
 
266 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 or legal incapacity of such owner or owners, or where the owner 
 or owners are unknown, no agreement as to the price or the 
 damages sustained can be agreed upon ; the said city may tender 
 its bond, in such penal sum as it may deem proper, to the party 
 claiming or entitled to said moneys or damages, or to the agent 
 of any person absent, or to the guardian or committee of any 
 one under legal incapacity, the condition of which shall be that 
 the said city will pay or cause to be paid such amount of dam- 
 ages as the party shall be entitled to receive, after the same shall 
 have been agreed upon by the parties or assessed in the manner 
 provided by this act : Provided, however, That in case the party 
 claiming damages refuses to, or does not, accept said bond as 
 tendered, the said city shall then give said party a written notice, 
 at least five days beforehand, of a time when the same will be 
 presented for filing in court; and thereafter said city may pre- 
 sent said bond to the proper court of common pleas, or to any 
 law judge thereof in vacation, and, if the said bond is approved, 
 it shall be filed in said court for the use of those interested. In 
 case the title to the lands, rights, or interests therein, property or 
 franchises, to be taken as aforesaid, is defective, disputed or 
 doubtful ; or the party owning or interested in the same is absent, 
 unknown, not of full age, of unsound mind, or from any cause 
 cannot be bargained with or served with notice, or have a bond 
 tendered to him, her, or them within the county where said lands, 
 rights, or interests therein, property or franchises, are taken ; the 
 court of common pleas of the proper county, or any law judge 
 thereof in vacation, upon petition of the said city, setting forth 
 the necessary facts, shall direct the filing of a bond to the Com- 
 monwealth of Pennsylvania, in an amount to be fixed and ap- 
 proved by the court, or a law judge in vacation, for the use of 
 those who may be found entitled to the damages for said taking 
 and appropriation; the condition whereof shall be the same as 
 is here above provided in bonds to be tendered owners when 
 known. Upon the filing and approval of any bond provided for 
 by this section, the respective city shall have the right to enter 
 upon, take, use, occupy, and appropriate the lands, rights, or in- 
 terests therein, property or franchises, mentioned in the bond 
 aforesaid, and the title acquired by virtue of the provisions of 
 this act shall be the fee simple or absolute title.^^ 
 
 (23) Sec. 7, Act of June 17, 1913, P. L. 520- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 267 
 
 1549h. Condemnation Proceedings. 
 
 In case the damages for the said taking and appropriation 
 have not been agreed upon, any court of common pleas of the 
 proper county, or any law judge thereof in vacation, on appHca- 
 tion thereto by petition of the city or any person interested, shall 
 appoint any three members of the board of viewers of such 
 county, and appoint a time, not less than twenty nor more than 
 thirty days thereafter, when said viewers shall meet upon the 
 premises or lands taken or appropriated, or upon which there is 
 property, or with respect to which there are rights, interests, or 
 franchises taken, used or appropriated, and view the same. The 
 said viewers shall give, or cause to be given, at least ten days' no- 
 tice of said meeting to the owner or owners of the lands, rights, 
 or interests therein, property or franchises, taken, if such owner 
 or owners reside within the proper county and can be found ; and 
 where the owner or owners are minors and have a guardian, then 
 said notice shall be given to the guardian, if resident within the 
 county and can be found; and where the owner or owners are 
 lunatic or of unsound mind, and have a guardian or committee, 
 such notice shall be served upon said guardian or committee ; and 
 in all cases where the owner or owners are incapacitated or are 
 unknown, notice shall be given in at least two newspapers of gen- 
 eral circulation, printed and published in the proper city or 
 county; and they shall give such other or further notice as the 
 court shall direct, having regard to the circumstances of the 
 case. Where minors have no guardians, and lunatics or persons 
 of unsound or feeble mind have no guardians or committees, the 
 said court shall have power to appoint a guardian or committee 
 ad litem, and direct that said notice and all other notices required 
 by this act shall be served upon them.^''* 
 
 15491. Viewers — Oath — Hearing — Beport. 
 
 The said viewers, having been duly sworn or affirmed faith- 
 fully, justly and impartially to decide and a true report to make 
 concerning the matter to be submitted to them, in relation to 
 which they are authorized to inquire in pursuance of the provi- 
 sions of this act, shall hear the parties interested and their wit- 
 nesses; and shall estimate and determine the value of the lands, 
 rights, or interests therein, property or franchises, taken and ap- 
 propriated, and any damages that may have been sustained by 
 
 (22*) Sec. 8, Act of June 17, 1913, P. L,. 520. 
 
268 PRIVATE CORPORATIONS IN PENNSYLVANIA; 
 
 reason of said taking and appropriation, and to whom the same 
 is payable; and having so estimated and determined the value 
 of the property, and damages sustained, they shall make up their 
 report, which shall be signed by them, or any two of them, and 
 thereupon filed in the court of common pleas from which the 
 order to view issued. Upon the filing of said report, the said 
 viewers shall give notice thereof by one publication in at least 
 two newspapers, printed and published in the proper city or 
 county, and in additional papers if so directed by the court.^' 
 
 1549J. Exceptions — Appeal. 
 
 Upon said report being filed in court, any interested party, 
 within thirty days, may file exceptions thereto; and the court 
 shall have power to confirm, modify, change, or otherwise correct 
 the same, or refer the same back to the same or new viewers, 
 with like power as to their report. And within thirty days from 
 the filing of any such report or disposal of exceptions, in court, 
 the respective city, or any party whose lands, rights, or interests 
 therein, property or franchises, have been taken, may appeal to 
 the proper court of common pleas, and demand a trial by jury ac- 
 cording to the course of the common law; and said court shall 
 have power to order what notices shall be given in connection 
 with any part of the proceedings, and make all such orders as it 
 may deem requisite. Upon the entry of final judgment on any 
 issue had upon such appeal, either party shall have the right to an 
 appeal to the Superior or Supreme Court, as in other cases. ^'* 
 
 1540k. City May Sell Property and Franchises ITo Longer Keces- 
 sary. 
 
 It shall be lawful for, and the right is hereby conferred upon, 
 cities of the first class of this Commonwealth to sell any of the 
 lands, rights, and interests therein, property and franchises, ac- 
 quired and owned under the rights conferred by this act, or any 
 one or more of them, or any part thereof, if and when the same 
 shall have become unnecessary for their purposes, upon such 
 terms and conditions as the councils of such cities shall deter- 
 mine."" 
 
 (23) Sec. 9, Act of June 17, 1913, P. L. S20. 
 (23*) Sec. 10, Act of June 17, 1913, P. L. 520. 
 (23**) Sec. II, Act of June 17, 1913, P. L- 520. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA, 269 
 
 1550. Stock Not to be Issued for Labor or Property TJntil a Cer- 
 tificate Has Been Filed. 
 
 The Act of May 7, 1887, P. L. 94, relative to the issue of stocks 
 and bonds applies to a railroad company formed by the pur- 
 chasers of the property and franchises of another railroad com- 
 pany. A company so organized may not issue stock, in payment 
 for the property and franchises of the first company, to a larger 
 amount than the actual cash value of the property and franchises 
 acquired. It is illegal to issue stock in such case based on esti- 
 mates of the future earnings of the new company.^* 
 
 The Act of May 7, 1887, P. L. 94, is not repealed by the Pub- 
 lic Service Company Law of July 26, 1913, P. L,. 1374. See Sec- 
 tion 246a. 
 
 1585. Municipal Consent to the Construction and Operation of 
 Street Railways. 
 
 Where a municipal consent involves a contract with the street 
 railway company, the approval of the Public Service Commission 
 is now necessary. See Sections 21 13 and 2217. Where the con- 
 tract is one which arises merely by the passage of an ordinance 
 granting the right to construct and operate, and the acceptance 
 of the provisions of such ordinance, it is probable that the con- 
 sent of the Commission will not be necessary until January i, 
 1914, such a case being apparently covered by Section 2, Article 
 III, of the Public Service Company Law, which does not go into 
 operation until said date, rather than by Section 11 of said arti- 
 cle, which became affective on the approval of said law. 
 
 A street railway company authorized by a municipality to 
 operate its own line on certain streets may not grant to another 
 company the right and franchise to operate within the city, and 
 use its tracks, without municipal consent; and a street railway 
 company which has lost municipal consent, through its failure to 
 perform certain conditions prescribed in the ordinance granting 
 consent, may not operate its cars on the tracks of another 
 company without municipal consent, although with the consent 
 of such other company. Consent is required by the 9th Section 
 of the 17th Article of the Constitution not only for the con- 
 
 (24) Com. V. Bell, 16 Dau. Co. Rep., 3 (1913); 40 Pa. C. C, 441; 
 Cheetham v. McCorrajick, 178 Pa., 186 (1896). 
 
270 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 struction of street railways but also for the operation of their 
 lines.^° 
 
 In granting to a street railway, by ordinance, the right to 
 construct and operate upon a certain street, a borough may re- 
 serve to itself the right to tear up the tracks laid thereon if the 
 railway is not built within one year from the approval of the 
 ordinance, and if not so built, and if there be no evidence of 
 impossibility or hardship which would constitute a proper ex- 
 cuse for the delay, the borough may remove the tracks; and in- 
 dulgence and delay in instituting proceedings will not constitute 
 laches on its part, if there be no change in the situation pre- 
 judicial to the company. A mere statement by the borough 
 solicitor and a member of the borough council that the purpose 
 of the action of the borough was to compel the company to pave 
 its tracks, will not defeat the right of the borough to remove 
 such tracks.^^* 
 
 Municipal consent to the construction and operation of a street 
 railway must be secured, although it is proposed to construct 
 and operate the railway wholly upon private lands within the 
 municipal limits and without occupying any highway.'* 
 
 1586. Conditional Uunicipal Consents. 
 
 A township gave a street railway company the right to lay its 
 tracks on a road upon condition that the company would pave 
 between the tracks, keep the pavement in repair, and, upon the 
 establishment of a certain foundry, double track the line. The 
 foundry was established but the double track was not laid, and 
 the street was allowed to become badly out of repair. Held, 
 that the agreement was valid and would be specifically enforced 
 in equity.^^ 
 
 A lower court has held that where a municipality in granting 
 a franchise to a street railway company imposes a condition, 
 which as independent legislation it had no statutory authority 
 to impose, such as fixing the rate of fare and the times for run- 
 
 (25) Erie V. Erie Traction Co., 222 Pa., 43 (1908). 
 
 (25*) Spring City v. Montgomery & Chester Elec. Ry. Co., 35 Pa. 
 Super. Ct., 533 (i9C^). 
 
 (26) Portland Borough v. Stroudsburg, W. G. & P. Rwy. Co., 21 D. R., 
 965 (191 1). Contra, Irwin Boro. v. Pgh., McK. & G. St. Ry. Co., 2 
 Westm. L. J., 223 (1907)- 
 
 (27) Patton Township v. Monongahela Railway Co., 56 Pitts., 418 
 (1907). 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 27I 
 
 ning cars, such condition is not legislation but part of a contract 
 which requires acceptance by the street railway, and without 
 such acceptance may not be enforced.^* 
 
 Where a street railway has a franchise to operate on certain 
 streets, subject to certain conditions, a lessee of the company 
 cannot take any part of the system of the lessor company re- 
 lieved from such conditions.^* 
 
 1586a. Forfeitures for Failure to Comply with the Conditions of 
 Municipal Consents. 
 
 Where a street railroad company agrees, in accordance with 
 the terms of a city ordinance, to commence the construction of 
 a street railway by a certain date and to complete and operate the 
 same as an entirety upon all the streets named in the ordinance 
 within a stipulated time, and furnishes a bond for $25,000, con- 
 ditioned to comply with the ordinance and to indemnify the city 
 from loss or damages arising from breach, and further agrees 
 "that the said bond shall become forfeited to and collectible by the 
 city as assessed and liquidated damages due and owing said city 
 in event of failure of the company to complete and operate its 
 line of railway within the time stated ; for which bond, after the 
 company shall have completed and begun to operate its railway 
 line, shall be substituted the bond of the company in the sum of 
 $5,000," the city is entitled to collect $25,000 on the bond as 
 liquidated damages in case of failure to complete and operate 
 the railway within the stipulated time.^° 
 
 In such case, if the railway company desires to plead an 
 excuse for its failure to complete and operate its line within 
 the time limit, the burden is upon it to show that the matter 
 relied upon actually caused or contributed to its failure. A 
 temporary delay, from no matter what source, would not serve 
 to relieve the company from its contractual obligations, if, as a 
 matter of fact, it did not cause or contribute to the ultimate 
 failure to comply with the ordinance.^^ 
 
 In such case, also, the fact that the city stood by and saw 
 work done on the line after the expiration of the time limit, 
 required the company to expend money in paving a street and 
 
 (28) Easton City v. Easton Transit Co., 12 North., 93 (1909)- 
 
 (29) Reading v. United Traction Company, 3 Berks, 245 (1911). 
 
 (30) York V. York Railways Company, 229 Pa., 237. 
 
 (31) York V. York Railways Company, 229 Pa., 237. 
 
272 PRIVATE CORPORATIONS IN PENNSYI<VANIA. 
 
 accepted a percentage of the gross earnings on the tracks laid 
 as stipulated in the ordinance, does not estop the city from col- 
 lecting the amount stipulated as liquidated damages for default 
 in not completing and operating the line on time, there being 
 nothing upon the record to show that the city claimed a forfeit- 
 ure of the franchise or raised any question as to the right of the 
 company to use the part of the line that it had completed and was 
 paying the percentage upon.^^ 
 
 A borough granted to a street railway company the right to 
 construct and operate a street railway upon its streets, receiving 
 from the company a bond in the sum of five thousand dollars 
 conditioned that it would lay its tracks and connect them with 
 certain other tracks two miles distant within eighteen months. 
 Held, that the borough was entitled upon the failure of the com- 
 pany to so lay and connect its tracks within the specified time, 
 to recover the five thousand dollars as liquidated damages.'^ 
 
 1590. Bights of Owners of Property Abutting on Streets and High- 
 ways Occupied by Street Bail ways. 3* 
 
 Where a borough ordinance gives a street railway company 
 the right to use a street, together "with the right to construct 
 such switches, curves, crossovers, and turnouts as are necessary 
 in the operation of its railway," without any grant of a right to 
 use a side walk, and such company undertakes to make a cut 
 two or three feet in length below the established grade on the 
 property of an abutting owner, extending into such property, 
 used as a sidewalk, several feet, said owner has a standing to 
 maintain a bill in equity to restrain the company from so doing.^' 
 
 The consent of the abutting owners of fifty-one per cent, of 
 the foot frontage upon a highway is not necessary under the 
 provisions of the Act of June i, 1907, P. L,. 368, where the 
 line of a relocated street railway merely crosses such highway.^" 
 
 (32) York V. York Railways Company, 229 Pa., 237. 
 
 (33) Ambridge Borough v. Pgh. & Beaver St. Ry. Co., 234 Pa., 157 
 (1912). 
 
 (34) See Sec. 1520. 
 
 (35) Breen v. Pittsburgh, Harmony, B. & N. C. Rwy. Co., 220 Pa., 612 
 (1908). 
 
 (36) Economy Improvement Company v. Woodlawn Electric St. Ry. 
 Co., 19 D. R., 491 (1909) ; 57 Pitts. L. J., 273. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 273 
 
 1590a. Obstruction of Street Railway Tracks. 
 
 Where a street railway company secured from the owner 
 in possession of land its right of way, paid for the same and 
 constructed and operated its line to the convenience of a large 
 portion of the community, with the tacit assent of the defendant, 
 the successor in title of the original owner of the land, an in- 
 junction will issue to restrain said defendant from interfering 
 with the operation of the road in pursuance of threats to obstruct 
 the tracks if settlement is not made for damages claimed to 
 have been sustained by the defendant, antedating the acquisition 
 of the right of way by the railway company, the injuries, if any, 
 suffered by the defendant, being capable of full compensation in 
 damages.^' 
 
 A street railway company in actual possession and operation 
 of its line, regularly serving large public interests, may enjoin 
 the forcible obstruction of its tracks though the title to its right 
 of way be claimed by those causing such obstruction.^* 
 
 The Act of March 31, i860. Section 142, P. L. 382, making 
 the wilful! obstruction of a railroad a felony, applies to street 
 railways.^* 
 
 1596. Occupancy of Bridges by Street Railways. 
 
 The first Section of the Act of May 11, 1909, P. L. 506, pro- 
 vides that the several counties of the Commonwealth may, when- 
 ever the commissioners thereof, or the majority of them, shall 
 by resolution duly adopted deem it expedient so to do, and ap- 
 proval thereof by a grand jury and the court of quarter sessions, 
 construct public highways, bridges or tunnels or underground 
 roads within cities, or in and between cities, townships and bor- 
 oughs, which bridges and tunnels shall forever thereafter be 
 county property and maintained by the county. 
 
 The I2th Section of the said act provides as follows : 
 The said county commissioners or a majority of them, of 
 the several counties of this Commonwealth, are hereby author- 
 ized and empowered to make and enter into a contract or lease 
 
 (37) Penna. & Maryland St. Ry. Co. v. Kenneth Coal Co., 20 D. R., 
 496; 38 Pa, C. C, 381. 
 
 (38) Penna. & Maryland St. Ry. Co. v. Kenneth Coal Co., 20 D. R., 
 496; 38 Pa. C. C, 381. 
 
 (39) Penna. & Maryland St. Ry. Co. v. Kenneth Coal Co., 20 D. R., 
 496; 38 Pa. C. C, 381. 
 
274 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 with any street railway or transportation company, its successors 
 and assigns, for the concurrent use of such a portion of said 
 public highway, bridge or tunnel as shall not substantially impair 
 or restrict the public use and enjoyment thereof, upon such terms 
 and conditions as shall be agreed upon : Provided, however. That 
 no such contract or lease for the concurrent use of a portion of 
 such improvement shall be for a longer term or period than 
 twenty years: And Provided further. That no contract or lease 
 shall be made or entered into by the said county commissioners, 
 or a majority thereof, affecting the public use and enjoyment 
 or any part thereof, except upon and after any such contract or 
 lease has been duly approved by the court of quarter sessions of 
 the proper county. 
 
 The Act of June 15, 1911, P. L. 987, empowers townships of 
 the first class to locate and build bridges to be used as public 
 highways over railroads, rivers, creeks, streams and private prop- 
 erty, whether the said bridges be wholly within or partly without 
 and partly within the township limits. 
 
 The 4th Section of said act provides as follows: 
 
 The said township shall also have the power to enter into and 
 unite in a contract or contracts with the county commissioners 
 of the proper county, and also with railroads, street railways 
 and other companies and parties interested, or with any or all 
 of them for the building, construction and maintenance of said 
 viaduct or bridges, or for certain parts or portions thereof, and 
 for the payment of any damages caused by the location and the 
 said erection. 
 
 Section 6 provides that the contracts for the erection of such 
 bridges may stipulate that the respective township, county, rail- 
 road company, street railway or other company or parties inter- 
 ested shall pay a certain part or portion of the whole contract 
 price or cost of the work including damages. 
 
 Section 7 provides as follows: 
 
 Before any railroad which has not contributed to the payment 
 of the cost of construction of said viaduct or bridge shall be 
 permitted to run its line or lines of tracks under or upon said 
 bridge or viaduct, it shall enter into a contract with the said 
 township to thereafter pay a reasonable amount, part or portion 
 towards the keeping up and maintaining of the said structure, 
 which amount shall be at the same rate, on the same basis as is 
 paid by the railroad companies. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 2^5 
 
 Where a disagreement arises about the compensation to be 
 paid a bridge company for the future occupancy of a bridge 
 by a street railway company, a bill in equity filed by the railway 
 company asking that the bridge company be restrained from 
 interfering with the operation of its cars and praying the court 
 to fix the compensation to be paid, is a proper proceeding, and 
 a decree may be entered therein fixing such compensation for a 
 term of years, with a provision for modifying the decree for 
 proper cause on the application of either party.^" 
 
 In such case, where the city in which the bridge is located 
 acquires control of the stock of the bridge company and opens 
 the bridge to the general public, whereupon the railway company 
 declines to make further payments, the bridge company may 
 recover in an action at law against the railway company the 
 amount due under the terms of the decree.*^ 
 
 In such case, also, the purchase of the entire stock of the 
 bridge company by the city does not dissolve the corporation nor 
 vest the title to the property of the company in the city, nor 
 prevent the company from collecting compensation for the use 
 of the bridge from the trolley company under arrangements 
 theretofore existing, although the bridge is made free to other 
 travel." 
 
 A court of equity has no jurisdiction to enforce the collection 
 of tolls by a bridge company from a street railway company 
 possessing the charter right to use the bridge of the bridge com- 
 pany, merely because a decree had been entered fourteen years 
 before at the instance of the bridge company fixing a certain rate 
 of tolls to be paid by the railway company for a period of five 
 years. Such tolls in arrears may be collected only in an action 
 at law.*' 
 
 A street railway operating street cars upon a county bridge 
 enjoys a special use different in kind and extent from that en- 
 joyed by the general public and may be required to pay rental 
 
 (40) Point Bridge Company v. Pitts. & West End Ry. Co., 230 Pa., 
 289 (1911). 
 
 (41) Point Bridge Company v. Pitts. & West End Ry. Co., 230 Pa., 
 289 (1911). 
 
 (42) Point Bridge Company v. Pitts. & West End Ry. Co., 230 Pa., 
 289 (1911). 
 
 (43) Pittsburgh & West End Street Railway Co. v. Point Bridge Co., 
 223 Pa., 133 (1909)- 
 
276 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 for such use, and where a county condemns certain bridges 
 in use by a street railway company under agreement with the 
 private owners, and after the condemnation the company con- 
 tracts with the county commissioners for the use of the bridges 
 and the compensation therefor for a period of years, and after 
 the expiration of said period the company continues to operate 
 on the bridges, but refuses to make further payments to the 
 county, the county may recover from the company for the use 
 of the bridges during this latter period.** 
 
 In an action by a county against a street railway company to 
 recover compensation for the use of county bridges, where 
 there is evidence showing defendant's lines and the population 
 of the territory in which they lie, the cost of the several bridges 
 to the county and the present value, the amount paid for repairs 
 and costs of maintenance, the sizes and construction of the 
 bridges, details as to the use made of the bridges by the defendant 
 and some evidence as to the general public use as compared with 
 the general use of the defendant, it is not error for the court to 
 allow the jury to determine upon all the evidence what is a fair 
 compensation for the use of the bridge.*' 
 
 A street railway operated upon and over a bridge for the use 
 of which it paid rent to the bridge company. Subsequently the 
 stock of the bridge company was bought by the city wherein the 
 bridge was located, and the municipality declared the bridge free 
 of toll. Held, in a suit brought in the name of the bridge com- 
 pany to collect rent after the bridge had been declared free of 
 toll that the municipality could not, through and in the name of 
 the bridge company, collect any rent from the railway company 
 for the use of the bridge, but could only impose under the police 
 power such a license fee as might be reasonably sufficient to 
 indemnify it for the cost of repair, maintenance and supervision 
 of the bridge made necessary by the occupancy thereof by the 
 street railway company.*" 
 
 (44) Beaver County v. Beaver Valley Traction Company, 229 Pa., 565 
 (1911). 
 
 (45) Beaver County v. Beaver Valley Traction Company, 229 Pa,, 565 
 (1911). 
 
 (46) Point Bridge Co. v. Pittsburgh Railways Co., 240 Pa., 105 (1913) ; 
 Monongahela Bridge Co. v. Pittsburgh Railways Co., 240 Pa., 121 (1913). 
 These cases overrule Beaver County v. Beaver Val. Traction Co., 229 Pa., 
 565 (1911). See dissenting opinion by Moschisker, /., in the case first 
 cited. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 277 
 
 In such a case, a railway company which has succeeded by 
 merger to the rights of another such company, which latter com- 
 pany had obtained the consent of the municipahty to use the 
 bridge upon payment of an annual rental of a specified sum, 
 may not set off, in an action to recover a license fee for the ex- 
 pense of repairing, maintaining and supervising the bridge, the 
 amount so paid as an annual rental.*^ 
 
 A county entered into an agreement with a street railway com- 
 pany by which the company agreed to pay a certain sum "in 
 full payment of all liability accruing or to accrue for or 
 by reason of all repairs, rentals or other charges whatsoever 
 for the use thereof," which payment was made. Subsequently 
 the bridge became unsafe and was closed by the county, which 
 then repaired and partially reconstructed the bridge. The com- 
 pany refused to pay any portion of the cost of repair and recon- 
 struction. Held, on a bill to enjoin the company from operating 
 on the bridge, that under said agreement it was not the duty of 
 the company to keep the bridge in repair, and the preliminary 
 injunction was dissolved.*^ 
 
 An ordinance authorized the construction of a bridge on con- 
 dition that a street railway company pay a stipulated sum on 
 account of its cost and a part of the cost of its repair, and pro- 
 vided that the ordinance should be come effective when a contract 
 agreeable to its terms shall have been entered into between the 
 city and the company. The agreement was entered into, but 
 failed to recite the liability of the company for repairs. Held, 
 in an action by the city to recover the cost of such repairs, on a 
 rule for judgment, that the company having accepted the ordi- 
 nance was bound by its provision relative to the payment of the 
 cost of repairs.*** 
 1598. Crossings of Bailway Tracks. 
 
 On and after January i, 1914 (see Section 2217), such cross- 
 ings will be wholly regulated and controlled by the Public Service 
 Commission. See Sections 2107, 2146-2149. 
 
 The Act of June 19, 1871, P. L- 1360, is in effect a mandate 
 to the courts to prohibit grade crossings, unless it is impracticable 
 
 (47) Monongahela Bridge Co. v. Pittsburgh Railways Co., 240 Pa., 
 121 (1913)- 
 
 (48) York County v. York Rwys. Co., 26 York L. R., loi (1912). 
 (48*) McKeesport City v. Pgh., McK. & Con. Rwy. Co., 61 Pitts. L. J., 
 
 310 <I9I3)- 
 
278 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 to avoid them. In determining whether a grade crossing of a 
 railroad by a street railway shall be allowed, therefore, the ques- 
 tion involved is not the comparative danger of an overhead 
 and a grade crossing, nor the extent of the danger resulting 
 from the latter, but whether it is reasonably practicable to avoid 
 a grade crossing. The extent to which the risk from a grade 
 crossing may be reduced by the exercise of care, and the cost 
 of constructing an overhead crossing, are not elements which 
 enter into the determination of the question.*' 
 
 1599. Bequirements as to Paving, Bepairing, Etc., of Streets by 
 Street Bailway Companies. 
 
 Where a city by various ordinances granting consent to dif- 
 ferent street railway companies to use streets, provides that in 
 case a single track is laid the company must, both as to original 
 paving and subsequent repair, pave and repave the space between 
 the tracks and an additional width of two feet outside of each 
 rail, while in case of double tracks the company must originally 
 pave the space between the two tracks, between the rails of each 
 track, and two feet outside of the rails, and keep in repair the 
 whole street from curb to curb, a company which changes its 
 line from a double track to a single track will not be obliged 
 thereafter to repave from curb to curb, where the ordinance au- 
 thorizing the change provides that the single track substituted 
 for the double track shall be "subject to all of the provisions of 
 existing ordinances in respect to single track railways on the 
 streets of this city." '"' 
 
 A municipality may not maintain a bill in equity against a 
 street railway company to enforce specific performance of a con- 
 tract, based on ordinances, for keeping streets in repair, the 
 prayer of the bill being for a decree that the company "imme- 
 diately proceed to place in repair the said streets 
 
 to the extent it appears to be liable by the foregoing ordinances," 
 but in such case the municipality will be left to its legal remedy.°^ 
 
 When a street railway company obtains municipal consent 
 to enter and operate a railway upon the streets of a city, it 
 
 (49) Del., Lack. & W. R. R. Co. v. Danville & Bloomsburg Street Rail- 
 way Co., 221 Pa., 149 (1908). 
 
 (so) Allentown v. Lehigh Valley Transit Co., 39 Pa. Super. Ct., 529 
 (1909). 
 
 (si) Pittsburgh v. Pittsburgh Railways Company, 234 Pa., 223 (1912). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 279 
 
 is charged with notice if its duty to keep the streets clean as 
 required by the ordinance. It assumes the performance of this 
 duty without further notice or request from the city.'^ 
 
 In an action of assumpsit brought by a city against a street 
 railway company to recover the cost of cleaning streets occupied 
 by the tracks of the street railways operated by the defendant 
 company from 1902 to 1907, based upon the assumption by the 
 defendant company of the obligations of the underlying com- 
 panies owning the lines which it operated, it appeared that all 
 the underlying companies obtained their rights to use the streets 
 on condition that they should keep them clean, in some instances 
 from curb to curb, and in others between the tracks and one 
 foot outside thereof. On January i, 1902, the defendant became 
 the successor of the traction companies and thereafter operated 
 the street railways in the city, having previously secured con- 
 trol of the street railway lines not included in the two traction 
 companies. The city in 1890 enacted a general ordinance re- 
 lating to the entry upon and use of the streets by street railway 
 companies, providing therein that any such company should clean 
 the space within its tracks and one foot outside thereof. In 
 1895 the city organized a street cleaning department which 
 thereafter cleaned the streets from curb to curb, including the 
 part of the street between the car tracks and one foot outside 
 thereof on streets occupied by defendant company. In the 
 affidavit of defense, put in evidence, the defendant conceded 
 that since January i, 1902, it had assumed the obligations and 
 conditions relating to the cleaning of streets within the city 
 imposed by the charters and franchises of the underlying com- 
 panies and that the street cars were operated over routes in the 
 city covered by traction systems and that rights were granted 
 to the traction companies operating these systems subject to the 
 general ordinance of 1890, which "abrogated and rendered of 
 no effect" the duty to clean streets imposed by any act of as- 
 sembly or other ordinance. The action was brought for $704,946 
 as representing the cost of cleaning the streets in question. The 
 city, under instructions of the court was permitted to recover 
 only for cleaning that part of the streets lying between the tracks 
 and one foot on either side thereof. Held, that a verdict and 
 judgment for plaintiff for $226,000 should be sustained.'^ 
 
 (52) Pittsburgh v. Pittsburgh Railways Company, 234 Pa., 193 (1912). 
 
 (53) Pittsburgh v. Pittsburgh Railways Company, 234 Pa., 224 (1912). 
 
280 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1604. Extensions and Branches. 
 
 A street railway company may use the tracks of another com- 
 pany for a short distance, under an agreement with such com- 
 pany, to connect its main line and proposed extension or branches. 
 Such a company may not construct, maintain and operate on 
 any street already occupied by the tracks of a railway, but the 
 prohibition is limited, in case of branches and extensions, merely 
 to the construction on any street on which the track of another 
 company has been laid. Hence if the company in order to con- 
 nect its main line with an extension, secures from an older com- 
 pany the right to use a portion of the latter's line, it does not 
 act in violation of the law."** 
 
 1604a. Kelocation of Lines of Street Railways. 
 
 In order to eliminate a dangerous or congested situation, avoid 
 grade-crossings, facilitate public improvements or better ac- 
 commodate the public, it shall be lawful for any street passenger 
 railway company, incorporated under any general or special act 
 of Assembly, to relocate a portion of its track, and appurtenant 
 system, or operation, not exceeding, at any one stretch, twenty- 
 five hundred feet; the location may be on the surface, or above 
 or beneath the surface: Provided, The consent of the local au- 
 thorities is first obtained : And provided further, That said relo- 
 cation shall not occupy the surface of any street, already occupied 
 by the tracks of any other street passenger railway company, 
 without the consent of such other railway company."^ 
 
 Under the provisions of the Act of June i, 1907, P. L. 368, 
 it is not necessary for the board of directors of a street railway 
 to formally adopt a resolution instructing the company's engineer 
 to survey a relocation of its line. The act does not seem to con- 
 template a preliminary survey of a center line, but corporate 
 action in some form is necessary in order to affect private prop- 
 erty by a location or relocation of a street car line, at least to such 
 an extent as is necessary to show what lands of individuals it is 
 proposed to take and occupy .^^ 
 
 Where the relocated line was surveyed by the engineer of the 
 company, his survey returned, the line adopted as the relocated 
 
 (54) Hannuin v. Media, M. A. & C. Elec. Ry. Co., 221 Pa., 454 (igo8). 
 
 (55) Act of May 9, 1913, P. L- 190. 
 
 (56) Economy Impt. Co. v. Woodlawn Elec. St. Ry. Co., 19 D. R., 491 
 (1909)- 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 281 
 
 line of the company and a bond was filed and approved as re- 
 quired by the act, held, that the company's right of entry was 
 complete.^*' 
 
 1605. Side-Tracks— Switches— Turn-Outs, Etc. 
 
 A street railway company, having the right under an ordinance 
 to occupy a borough street, may increase its switching facilities 
 tliereon to meet increased demands of travel and the borough 
 will be enjoined from interfering with the company in improving 
 its roadway, tracks and turn-outs.^^'* 
 
 Where the owner of land abutting on a highway consents to 
 the occupancy of the road by a street railway and permits the 
 company to occupy and extend its line of railway, with the neces- 
 sary turn-outs, and operate the same along said road, the com- 
 pany does not exhaust its license by building a switch two hun- 
 dred and fifty feet long, if it appear that the construction of a 
 longer siding is not unreasonable under the circumstances and is 
 required by the needs of the community. Such a permission on 
 the part of the owner is irrevocable after the construction of the 
 railway."*"* 
 
 1609. Leases and Consolidations of Street Railway Companies. 
 
 A street railway company had under lease a railroad, the 
 right of way of which extended between two of the branch roads 
 of the railway company, which company wished to connect said 
 branches, and for that purpose proposed to use a short right of 
 way of the railroad company over a township highway. The 
 land of which this highway was a part had belonged to the rail- 
 road company and had been laid out by it into a plan of lots, 
 and one of the streets of the plan had been made subject to the 
 easement of the tracks of the railroad. The street subsequently 
 became part of the township road. The commissioners of the 
 township filed a bill praying that the railway company be re- 
 strained from using the easement of the railroad company on 
 said road because their consent had not been given. Held, that 
 
 (56*) Economy Impt. Co. v. Woodlawn Elec. St. Ry. Co., 19 D. R., 491 
 (1909). 
 
 (56**) Pottstown & Reading St. Rwy. Co. v. Borough, 29 Montg. Co. 
 L. R., 21 (1913)- 
 
 (56***) Taylor v. Erie St. Pass. Ry. Co., 37 Pa. Super. Ct., 292 (1908). 
 
 19 
 
282 PRIVATB CORPORATIONS IN PENNSYLVANIA. 
 
 the case did not call for the issuance of a preliminary injunction 
 and that the one issued should be dissolved.'^ 
 
 1612. Uechanics' Liens. 
 
 The power house of an electric street railway company is not 
 subject to a mechanics' lien under the Act of June 4, 1901, P. L. 
 431."* 
 1618. Fares.BT« 
 
 On and after January i, 1914 (see Section 2217), the power 
 to regulate the fares of street railway companies will be vested 
 in the Public Service Commission. See Sections 2135, 2137, 
 2138, 2093, 2100. 
 
 A street passenger railway company operating a belt line ex- 
 clusively within the limits of a city may designate a certain point 
 of the line as the end thereof, beyond which a passenger may not 
 ride without paying an additional fare. Such a company has the 
 right to define by a reasonable regulation the length of trip to 
 which a passenger is entitled for his fare, and the question 
 whether such a regulation is reasonable is one for the court and 
 not for the jury."'" 
 
 In the absence of express statutory authority a municipality 
 may not enact an ordinance requiring a street railway to give 
 transfers on all connecting or intersecting lines and providing 
 for a penalty for failure to do so. Section 3 of Article XX of 
 the Act of March 7, 1901, P. L. 20, relating to cities of the sec- 
 ond class, and providing that such cities shall have the right to 
 establish stands for coaches, cabs, etc., and other vehicles for 
 hire, and fix the rate for transportation, does not grant authority 
 to regulate the rates of fare and transfers of street passenger 
 railways."* 
 
 Where a contract between a city and a street railway company 
 provided "that the present rates of fare may be changed from 
 time to time, but only with the consent of both parties hereto," 
 
 (57) Willis et al. v. Pittsburgh Railways Co., 234 Pa., 120 (1912) ; 56 
 Pitts., 41S (1909), sub nom. Commissioners v. Pgh. Rys. Co. 
 
 (57*) Vulcanite Paving Co. v. Phila. Rapid Transit Co., 220 Pa., 603 
 (1908). 
 (57**) See Sec. 1528. 
 (57***) Com. V. Doe, 44 Pa. Super. Ct, 331 (1910). 
 
 (58) Pittsburgh v. Pittsburgh Railways Co., 20 D. R., 409 (1910) ; 
 Pittsburgh Railways Co. v. Alexander, 20 D. R., 413 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 383 
 
 and it appears that at the date of the contract the company 
 charged five cents for a continuous ride, sold tickets in strips at 
 the rate of six for twenty-five cents and gave free transfers at 
 certain intersections, issued both on cash fares and on tickets, the 
 company does not violate the terms of the contract by discon- 
 tinuing the sale of the strip tickets without the consent of the 
 city.««* 
 
 Where a contract between a city and a street railway company 
 was as above stated, and the "present rates of fare" were five 
 cents for a continuous ride, or tickets sold in strips at the rate of 
 six for twenty-five cents, and free transfers at certain intersec- 
 tions, issued both on cash fares and tickets, the company does 
 not violate the terms of the contract by changing its rule so as to 
 issue free transfers only to persons who pay a cash fare of five 
 cents and not to those who pay their fare by ticket.^" 
 
 Where an ordinance granting permission to a street railway 
 company to construct and operate an extension or loop between 
 two of its lines, provides that "the rate of fare shall not exceed 
 five cents for a single fare or six tickets for twenty-five cents," 
 the rate so fixed being that in force prior to the passage of the 
 ordinance, neither said company nor another company to which 
 it has leased all its lines, may subsequently abolish the sale of 
 such tickets for twenty-five cents, good to or from points on the 
 two lines for which the extension or loop was allowed by the 
 ordinance.*" 
 
 1620. mBcellaneous. 
 
 A street railway having the franchise to operate its railway 
 on the streets of a city may operate not only its own cars but 
 also cars which it leases from another company.''^ 
 
 An electric street railway company, authorized to operate its 
 railway within a borough, may, under contract with an electric 
 light, heat and power company also authorized to operate within 
 the borough, string its wires upon the poles of the latter company, 
 
 (58*) Philadelphia v Phila. Rapid Transit Co., 228 Pa., 325 (1910). 
 
 (59) Philadelphia v. Phila. Rapid Transit Co., 224 Pa., 544 (1909). 
 
 (60) Reading City v. United Traction Co., 236 Pa., 197 (1912). 
 
 (61) Pittsburgh v. Pitts. & Charleroi St. Ry. Co., 230 Pa., 189 (1911) ; 
 57 Pitts., 407 (1909). 
 
284 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 although the wires so strung do not follow the line of the street 
 railway company.*^ 
 
 1628. Operation in Municipalities— Location of Poles and Wires. 
 
 Under the Act of April 22, 1905, P. L. 294, a telephone com- 
 pany may construct lines upon any of the public roads and 
 streets of a borough, subject to municipal regulations, provided 
 the construction will not incommode the public use of such 
 streets, but the consent or acquiescence of a borough in the loca- 
 tion and maintenance of certain telephone poles will not preclude 
 it from afterwards adopting reasonable regulations as to other 
 poles. Where a telephone company has complied with the pre- 
 scribed regulations, the borough will be enjoined from interferiag 
 with the erection of poles.*^ 
 
 Where a telephone company applies to a municipality for per- 
 mission to erect a pole upon a sidewalk at a point definitely indi- 
 cated in the application as being located a certain number of 
 feet from the intersection of two streets, and a license is granted 
 by councils in accordance with the Act of June 25, 1885, P. L. 
 164, the company will be restrained from placing the pole at a 
 different place.** 
 
 Where a telephone company has erected its poles upon the 
 streets of a municipality in pursuance of a city ordinance, and 
 has rendered service to the city for eight years, and fixed its 
 price and regulated its business in accordance with the ordinance, 
 an injunction will issue to restrain the city from removing the 
 poles and replacing the wires underground.*' 
 
 The right of a telephone and telegraph company to maintain 
 its wires and cables, lawfully constructed on a borough street, 
 under the provisions of the Acts of June 25, 1885, P. L. 164, 
 May I, 1876, P. L. 90, and April 22, 1905, P. L. 294, is superior 
 to the right of a citizen of the borough to use the street to remove 
 a building under a license from the borough authorities. Hence, 
 such company will not be required to raise its wires or cables 
 
 (62) Houston Borough v. Washington & Canonsburg Ry. Co., 234 Pa., 
 245 (1912). 
 
 (63) Central Dist. Printing & Teleg. Co. v. Freedom Borough, 20 D. 
 R., 243 (1910) ; S8 Pitts., 303. 
 
 (64) Wilson V. Bell Telephone Company of Penna., 3 Berks, 263 
 (1911) ; 20 D. R., 1123. 
 
 (6s) Consolidated Teleph. Companies of Penna. v. Wilkes-Barre, 17 D. 
 R., 487 (1907)- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 285 
 
 at its own expense to such a height as to permit him to remove 
 a building under them, but he may do so upon payment of its 
 reasonable charges for raising them and readjusting them after- 
 wards.** 
 
 A borough ordinance granted to a telegraph and telephone 
 company the right to enter upon such streets and alleys "as may 
 be necessary for the purpose of constructing, operating and main- 
 taining lines of telegraph and telephone through the borough," 
 one of the conditions of the grant being that the borough should 
 direct the location of the poles. In a bill for an injunction to 
 restrain the borough from interfering with the company's pur- 
 pose in locating telephone poles on one of the principal streets 
 of the borough, held, that the borough would not be so enjoined 
 in the absence of proof of any necessity for the occupation of 
 said street, it appearing affirmatively that the company could 
 attain its object without any excessive or prohibitive expense by 
 the use of certain alleys."** 
 
 1632. May Connect With Other Lines. 
 
 Connections between telegraph lines and between telephone 
 lines are now within the control of the Public Service Commis- 
 sion. See Sections 2096, 2097, 2142 and 2143. 
 
 A clause in the contract between two telephone companies 
 which binds one of the companies not to connect with any tele- 
 phone system not covered by the contract, violates the policy 
 of the state that public service corporations shall not discrimi- 
 nate in their service or charges and shall connect and exchange 
 business with all similar companies.*^ 
 
 1636. Erecting Poles on Highways. 
 
 It seems that a telephone company may construct its line of 
 poles and wires upon a public road without first obtaining the 
 consent of an abutting property owner, and a preliminary in- 
 junction against such construction will be continued only in 
 case the plaintiff satisfies the court that there is immediate and 
 
 (66) Central Dist. & Printing Teleg. Co. v. Davis, 17 D. R., 1036 (1909). 
 (66*) Central Dist. & Printing Teleg, Co. v. Clairton Borough, 51 Pa. 
 
 Super. Ct., 649 (1912). 
 
 (67) Consol. Telephone Companies of Pa. v. Slate Belt Telephone & 
 Telegraph Companies, and Bell Telephone Company of Pa., 13 Dau. Co. 
 Rep., 86 (1909). Ruling of Pa. R. R. Com. 
 
286 PRIVATE CORPORATIONS IN PENNSYI.VANIA. 
 
 urgent danger of irreparable injury if the injunction is not con- 
 tinued.** 
 
 A turnpike company granted to a telephone company a right 
 to construct and maintain its lines over the turnpike road for 
 a given term, for and in consideration of which the telephone 
 company agreed to conform to certain regulations and pay a 
 certain annual rental therefor. Subsequently the telephone com- 
 pany, after having paid rent for a number of years, refused to 
 pay rent on the ground that it might have located its lines upon 
 the turnpike without the consent of the turnpike company. Held, 
 that in such case, the parties having agreed in writing for the 
 adjustipent of their difficulties with mutual rights and obliga- 
 tions on both sides, the contract would be enforced.*' 
 
 1647. Becovery of Damages to Trees Along Highways, Etc. 
 
 The owner of real estate which is in exclusive possession of 
 a tenant may maintain an action of trespass against a telephone 
 company for an injury to his reversion such as the destruction 
 of trees.'" 
 
 1660. Corporations Kot to be Formed With the Word "Trust" as 
 Part of Their ITame Unless Under the Supervision of the 
 Commissioner of Banking. 
 
 No corporation shall be hereafter chartered, under the laws 
 of this Commonwealth, with the word "trust" as part of its 
 name, except corporations under the supervision of the Commis- 
 sioner of Banking; nor shall any corporate name be so amended 
 as to include the word "trust" unless the corporation be under 
 such supervision.''^ 
 
 No person, copartnership, limited copartnership, or corpora- 
 tion, except only corporations reporting to, and under supervision 
 of, the Commissioner of Banking of this Commonwealth, or re- 
 porting to and under supervision of the Commissioner of Bank- 
 ing of some other state or Commonwealth, shall, in this Com- 
 
 (68) Koehler v. Bell Telephone Company of Phila., 19 D. R., 613 
 (1909) ; 12 North., 115. 
 
 (69) Berks & Dauphin Tpk. Road v. American Teleph. & Teleg. Co., 
 240 Pa., 228 (1913). distinguishing Peoples' Teleph. & Teleg. Co. v. Berks 
 & Dauphin Tpk. Road, 199 Pa., 411 (1901). 
 
 (70) Logan V. Penna. Telephone Co. (No. i), 40 Pa. Super. Ct., 644 
 (1911). 
 
 (71) Sec. I, Act of April 22, 1909, P. L. 121. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 287 
 
 monwealth, advertise or put forth any sign as a trust company, 
 or use the word "trust" as part of its name or title: Provided 
 always. That this act shall not be held to prevent any individual, 
 as such, from acting in any trust capacity as heretofore. Any 
 violation of any provision of this section shall constitute a mis- 
 demeanor, and, on conviction thereof, the offender shall be sen- 
 tenced to pay a fine of not exceeding five hundred dollars for 
 each offense."' 
 
 Nothing in this act shall be deemed to authorize any person, 
 copartnership, limited copartnership, or corporation, except such 
 as report and are under the supervision of the Commissioner of 
 Banking of this Commonwealth, in this Commonwealth, to so- 
 licit or receive deposits.'' 
 
 1663. Certificate of Faid-Up Stoclc— Acceptance of Act. 
 
 The directors of a land title and trust company are not per- 
 sonally liable to the creditors of such company because they per- 
 mitted the corporation to begin business without having ten per 
 cent, of its stock paid in when the certificate was sworn to and 
 $125,000 of the capital paid in when it started in business, where 
 there is no averment that the acts of the defendants caused loss 
 to the corporation or brought about its insolvency when the 
 claim for moneys due by the defendants to the plaintiffs di- 
 rect,'* nor may the receiver of such a company maintain a bill 
 in equity to enforce on behalf of creditors a personal liability 
 against such directors alleged to have been incurred in the same 
 
 1690. How Distribution of Assets of Trust Companies and Banks 
 to be Made. 
 
 Hereafter, whenever any person, firm, or corporation receives, 
 in payment of, or security for, a check upon a bank or trust com- 
 pany, such bank or trust company's check upon another person, 
 firm, or corporation, the person, firm or corporation so receiving 
 such check, shall, until payment thereof, be entitled, in case of 
 liquidation of the bank or trust company drawing such check, 
 to the same preference over other creditors as if the amount 
 
 (72) Sec. 2, Act of April 22, 1909, P. L. 121. 
 
 (73) Sec. 3, Act of April 22, 1909, P. L. 121. 
 
 (74) Land Title & Trust Co. v. Connolly, 233 Pa., i (1912). 
 
 (75) Kinter v. Connolly, 233 Pa., 5 (1912). 
 
288 
 
 PRIVATE CORPORATIONS IN PENNSYI,VANIA. 
 
 of said check had been a deposit in said bank or trust company 
 by a depositor/" 
 
 In case of any distribution of the money, funds, property, 
 or other assets, whatsoever, of any trust company, in the course 
 of its liquidation by legal process or otherwise, distribution 
 shall be made and preferred in the following order, namely : — 
 
 First. To the payment of all depositors in the trust com- 
 pany, whether the deposits be subject to immediate check or only 
 payable after specified notice, or at the expiration of a fixed 
 period, whether or not such notice has been given or such period 
 expired at the time of such distribution. Bona-fide holders for 
 value of certified checks on such trust company, or of certifi- 
 cates of deposit issued by such trust company, or of checks or 
 drafts of such trust company given in exchange for or in pay- 
 ment of checks or drafts of depositors of such company drawn 
 thereon, not exceeding the balance to the credit of such depositor, 
 shall also be treated and considered as depositors within the 
 meaning of this act. 
 
 Second. To the payment and discharge of all the remaining 
 liabilities of such trust company or corporation. 
 
 Third. The residue, if any, shall be distributed to the share- 
 holders of the trust company or corporation according to their 
 respective legal rights. 
 
 Provided, however, That all trust money and property shall 
 be kept separate, as provided by said act as supplemented, as 
 aforesaid, and distributed to the beneficiaries accordingly.^' 
 
 Under the provisions of the Act of May 8, 1907, P. L. 192, 
 superseded by the foregoing act, time deposits, drawing interest 
 and not subject to check were deposits, but the checks of a trust 
 company given in exchange for checks drawn on such company 
 by depositors therein, accepted and charged against the accounts 
 of the drawers, were not deposits.'* 
 
 The Act of May 8, 1907, P. L,. 192, giving a preference to 
 depositors over other creditors in the distribution of the assets 
 of insolvent trust companies is not retroactive, and does not apply 
 to creditors whose rights accrued by assignments for creditors 
 
 (76) Act of May 21, 1913, P. L. 294. 
 
 (77) Act of May 23, 1913, P. L. 354 amending the Act of May 8, 1907, 
 P. L. 192. 
 
 (78) Com. V. American Trust Co., 241 Pa., 153; 21 D. R., 1064 (1912) ; 
 IS Dau. Co. Rep., S4, 39 Pa. C. C, 469. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 289 
 
 of such companies made prior to the passage of the act when no 
 such preference existed^* 
 
 The Acts of April 26, 1844, P. L,. 419, April 16, 1850, P. L. 
 477, and May 13, 1876, P. L. 161, giving a preference to de- 
 positors in banks of issue and of discount and deposit, do not 
 apply to trust companies expressly denied by statute the right to 
 engage in the banking business.*" 
 
 1691. Liability of Stockholders of Trust Companies. 
 
 The Act of May 11, 1874, P. L,. 135, imposing a double lia- 
 bility on stockholders in banks and savings fund institutions, 
 trust companies, etc., does not apply to trust companies incorpo- 
 rated under the Act of April 29, 1874, and its supplements, but 
 only to such trust companies as were created by special acts, 
 prior to the adoption of the Constitution of 1874, with the right 
 to engage in the banking business. The stockholders of trust 
 companies incorporated under the Act of 1874 and its supple- 
 ments are not subject to a double liability.*' 
 
 1717. Exceptions to Keport and Proceedings Thereon. 
 
 Exceptions may be filed within thirty days from the time the 
 report is filed. If the exceptions filed are withdrawn or dis- 
 missed, and the report is not referred back to the jury or set 
 aside, it is then to be marked confirmed nisi, which is equivalent 
 to the approval referred to in Section 8 (Section 1719, infra). 
 Another thirty days is then given to allow time for an appeal 
 to the common pleas, and if no appeal be taken within that period 
 the report is to be finally confirmed or disapproved at the end 
 thereof. If an appeal be taken, then the final confirmation may 
 not take place until thirty days after the result of the appeal is 
 remitted from the common pleas and filed in the quarter ses- 
 sions. If no exceptions are filed or appeal taken to the common 
 pleas within the times fixed by the act, the court may of its own 
 motion confirm or dismiss the report.*^ 
 
 (79) Prudential Trust Company's Assignment, 223 Pa., 409 (1909)- 
 
 (80) Prudential Trust Company's Assignment, 223 Pa., 409 (1909)- 
 
 (81) DeHaven v. Pratt, 223 Pa., 633 (1909) ; DeHaven v. O'Rourke et 
 al., 17 D. R., 44S (1908) ; Rathfon v. Rhoads, 27 Lane, 345 (1910). 
 
 (82) Chestnut Hill & Springhouse Twp. Rd. Co. v. Montgomery Coun- 
 ty, 228 Pa., I (1910)- 
 
290 PRIVATE CORPORATIONS IN PENNSYLVANIA 
 
 1722. Bepalr and Maintenance of Turnpikes After Condemnation 
 or Abandonment.82* 
 When any turnpike, or part thereof, has been, or may here- 
 after be, appropriated for public use, free of tolls, under any 
 existing laws, and the assessment of damages therefor shall 
 have been paid by the proper county ; or when any turnpike com- 
 pany or association has heretofore abndoned or may hereafter 
 abandon its turnpike or any part thereof ; or when any turnpike 
 company or association, owning any turnpike, has heretofore 
 been dissolved, or may hereafter be dissolved, by proceedings 
 under any existing laws of this Commonwealth, such turnpike, 
 or part thereof, shall be properly repaired and maintained at 
 the expense of the county, city, or borough in which the said 
 turnpike or part thereof, lies, or the same may be improved, 
 under any existing laws, by the said county, city, or borough.'^ 
 
 1722a. Purchase of Turnpikes hj the Commonwealth. 
 
 See Act of April 11, 1913, P. L. 59. 
 1725a. Production of Stock Books at Elections. 
 
 It shall be the duty of the treasurers or secretaries, as the case 
 may be, of the several turnpike and bridge companies incorpo- 
 rated within this Commonwealth to produce at |'the several 
 places of holding the elections for officers of said companies 
 the stock books belonging to their companies respectively, and 
 to open the said books during the continuance of such election 
 to the inspection of any stockholder or stockholders demanding 
 the same, and in case the said treasurers or secretaries, as the 
 case may be, shall neglect to produce the said stock books belong- 
 ing to their companies respectively, at the place of holding their 
 elections for officers, or shall refuse to open the same to the in- 
 spection of any of the stockholders of the companies at the 
 time of holding the elections, such treasurer or secretary, as the 
 case may be, shall for every such neglect or refusal forfeit and 
 pay the sum or one hundred dollars, to be recovered at the suit 
 of any stockholder or stockholders, in like manner as sums of the 
 same amount are by law recoverable within this Commonwealth ; 
 and every election held after the first day of August next, where 
 the stock books of the company holding such election shall not 
 
 (82*) See Sec. 1738. 
 
 (82**) Act of April 25, 1907, P. L. 104, amending Act of April 2f\ 
 1905, P. L. 237. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 29I 
 
 be produced and opened to the inspection of the stockholders 
 in manner aforesaid, shall be deemed null and void.*^ 
 1738. Maintenance of Turnpikes After Condemnation. 
 
 Sections one and two of an act approved the tenth day of 
 May, Anno Domini one thousand nine hundred and nine, en- 
 titled "An act to provide for the repair and maintenance, or im- 
 provement, by the proper township, city, or borough, of turn- 
 pikes heretofore or hereafter appropriated or condemned; or 
 when any turnpike company or association has heretofore aban- 
 doned or may hereafter abandon its turnpike, or any part thereof ; 
 or when any turnpike company or association, owning any turn- 
 pike, has heretofore been dissolved or may hereafter be dis- 
 solved by proceedings under any existing laws of this Com- 
 monwealth," are hereby repealed.'^' 
 
 The Acts of April 20, 1905, P. L. 237, and April 25, 1907, 
 P. L. 104, providing for the maintenance of turnpikes owned by 
 dissolved corporations were constitutional.'* 
 1744. Collection of Tolls. 
 
 "It is aptly said by Judge White, in Kerr v. Sharpsburg and 
 Kittanning Turnpike Road, 5 Distr., 564: 'By numerous deci- 
 sions of the Supreme Court before the Act of 1849, and since, 
 it was settled that no suit at law could be maintained for the col- 
 lection of tolls; the only mode was that fixed in the act, by toll- 
 gate collections: Huntingdon, &c.. Turnpike Co. v. Brown, 2 
 P. & W., 462 ; Ridge Turnpike Co. v. Stoever, 2 W. & S., 548 ; 
 Chestnut Hill Turnpike Co. v. Martin, 12 Pa., 361 ; Kidder v. 
 Boom Co., 24 Pa., 193. Where there has been an express prom- 
 ise to pay, an action may be maintained:' Beeler v. Pittsburg, 
 &c.. Turnpike Co., 14 Pa., 162, and Kidder v. Susquehanna Boom 
 Co., 24 Pa., 193." »= 
 
 Where an action of assumpsit is brought for tolls, either under 
 the provisions of a special act or the Act of April 19, 1850, P. 
 L. 518, relative to Philadelphia County, the record should refer 
 
 (83) Sec. I, Act of March 19, 1828, P. L. I9S- 
 (83*) Act of March 15, igii, P. L. 21. 
 
 (84) Clarion County v. Clarion Township, 222 Pa., 350 (1908) ; 36 Pa- 
 Super. Ct. 302; Com. V. Bowman, 35 Pa. Super. Ct., 410 (1908). Contra, 
 Com. V. Bedford Co. Com'rs, 16 D. R., 3S3 (1907) ; Haines Twp. Super- 
 visors V. Centre Co. Comr's, 16 D. R., 659 (1907)- 
 
 (85) Susquehanna & York Borough Turnpike Co. v. Hauser, 20 D. R., 
 II (1910). 
 
292 PRIVATE CORPORATIONS IN PBNNSyi,VANIA. 
 
 to the acts and show that the action was within the limitations of 
 the statutes.'" 
 
 1747. Sequestration of Turnpikes. 
 
 Lumber, stone and other materials purchased by and delivered 
 to any turnpike or plank road company, and intended and ap- 
 propriated to the construction or repair of the road of such com- 
 pany, shall not, hereafter, be liable to levy and sale upon any writ 
 in the nature of an execution against such company, but shall 
 be liable upon a proceeding of sequestration to such control and 
 disposition as provided by law in the case of real estate and 
 other property of a corporation.'"' 
 
 1748. Turnpikes Are Public Highways. 
 
 A turnpike company granted to a telephone company a right 
 to construct and maintain its lines over the turnpike road for a 
 given term, for and in consideration of which the telephone 
 company agreed to conform to certain regulations and pay a cer- 
 tain annual rental therefor. Subsequently the telephone com- 
 pany, after having paid rent for a number of years, refused to 
 continue payments on the ground that it might have located its 
 lines upon the turnpike without the consent of the turnpike com- 
 pany. Held, that the parties having agreed in writing for the 
 adjustment of their difficulties, with mutual rights and obliga- 
 tions on both sides, the contract would be enforced.'^ 
 
 1766a. Occupancy of Highways. 
 
 The Commonwealth may, through its Highway Department, 
 require a water company having its mains located upon any 
 highway, to re-locate or remove the same whenever their location 
 interferes with the construction or improvement of the state 
 highway, and in such case the company cannot recover compen- 
 sation for the expenses incurred in such relocation or removal." 
 
 (86) Susquehanna & York Borough Turnpike Co. v. Hauser, 20 D. R., 
 II (1910). 
 
 (86*) Act of May 8, 1854, P- L. 682. 
 
 (87) Berks & Dauphin Tpk. Road v. American Teleph. & Teleg. Co., 
 240 Pa., 228 (1913), distinguishing Peoples' Teleph. & Teleg. Co. v. 
 Berks & Dauphin Tpk. Road, 199 Pa., 411 (1901). 
 
 (88) Highway Occupancy, 22 D. R., 117 (1912) ; 16 Dau. Co. Rep., 40, 
 sv,h nom. State Highways ; 40 Pa. C. C, 562. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 293 
 
 1760. Bequirements as to Pure Water Made Applicable to All 
 Water Companies. 
 
 The Public Service Company Law of July 26, 1913, P. L. 1374, 
 repeals the proviso to Clause 3, of Section 34, of the Act of April 
 29, 1874, giving courts of common pleas jurisdiction of com- 
 plaints of impurity in quality or deficiency of quantity of water 
 or gas furnished by water or gas companies (see Section 2214), 
 it evidently being the intention to give the Public Service Com- 
 mission exclusive jurisdiction of such complaints (see Section 
 2135), but the said clause was amended both by the Act of June 
 2, 1887, P. L. 310, and the Act of June 24, 1895, P. L. 94, which 
 acts are not repealed by the Act of 1913. It would seem, there- 
 fore, that a concurrent jurisdiction exists in such matters in the 
 courts of common pleas, the word "exclusive" not appearing in 
 Section i, Article V of the said Act of 1913. 
 
 1770. Taking of Lands by Water Companies— Eminent Domain. 
 
 A water company incorporated under the 9th Clause of Section 
 2 of the Act of April 29, 1874, as amended by the Act of May 
 16, 1889, P. L. 226, for the supply, storage or transportation of 
 water and water power for commercial and manufacturing pur- 
 poses, has the right of eminent domain, and the fact that the 
 principal consumer of the water supplied by the company will 
 be a railroad company, and that owing to the nature of the 
 country there will be few, if any, other consumers, is immaterial 
 as to the question of public use.'' 
 
 Where a bill in equity was filed to restrain a water company 
 from exercising the right of eminent domain on the ground that 
 it was a corporation for private use merely, and it appeared to 
 the satisfaction of the court that the defendant was a public 
 service corporation, a preliminary injunction was properly re- 
 fused.'" 
 
 An order approving the bond filed in proceedings by a water 
 company for the appropriation of the water of a stream is inter- 
 locutory in its nature, and no appeal therefrom is given by stat- 
 ute. If such an appeal is regarded in the light of a certiorari, 
 and there is nothing in the record showing a failure on the part 
 of the court below to exercise a proper legal discretion in fixing 
 
 (89) Jasobs V. Clearview Water Supply Co., 220 Pa., 388 (1908). 
 
 (90) Eastman v. Trotter Water Co., 222 Pa., 355 (1908). 
 
294 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the amount of the bond, it will be dismissed by the appellate 
 court."^ 
 
 1771. Streams, Bivers and Waters and the Lands Covered Thereby 
 Not to be Appropriated Under the Bight of Eminent Do- 
 main. 
 The words "waters of the Commonwealth" as used in the 
 
 Act of April 13, 1905, P. L. 152, refer to all waters within the 
 
 Commonwealth, whether flowing over lands owned by the state 
 
 or over those owned by private owners."^ 
 
 1774. Purchase of Works by Municipalities. 
 
 The provisos to the 7th Clause of Section 34, of the Act of 
 April 29, 1874, requiring municipal consent to the construction of 
 gas or water works within municipalities when gas or water 
 works have been constructed by the municipality, and giving 
 the courts of common pleas jurisdiction to pass upon the reason- 
 ableness of rates, are repealed by the Public Service Company 
 Law of July 26, 1913 (see Section 2214), and said jurisdiction, 
 on and after January i, 1914 (see Section 2217), will be in the 
 Public Service Commission. See Sections 2135 and 2103. 
 
 1775. Beconstruction of Public Boads Overflowed by Water Com- 
 panies—Occupation of Highways by Water Companies. 
 
 Water companies formed for the supply of water to the pub- 
 lic, or the supply, storage or transportation of water and water 
 power for commercial and manufacturing purposes, derive their 
 right to enter upon such roads and highways as it may be neces- 
 sary for them to occupy from the Act of May 16, i88g, P. L. 226 
 (see Section 1766) and not from the Act of May 26, 1893, P. 
 L. 158, requiring the reconstruction of public roads overflowed 
 by water companies, which latter act merely requires that after 
 water companies have exercised said right they shall reconstruct 
 the highway occupied or flooded at their own expense. The lat- 
 ter act applies equally to companies formed for the supply of 
 
 (91) Blandburg Water Co.'s Condemnation, 233 Pa., 230 (1912). 
 
 (92) In re Bushkill Water Co., 18 D. R., 360 (1909) ; 36 Pa. C. C, 193. 
 It will be noted that the syllabus of this case, which states that a water 
 company incorporated after April 13, 1905, may not condemn lands or 
 water by eminent domain is erroneous, the decision being confined to the 
 taking of water or land covered by water under the right of eminent do- 
 main. Water companies, of course, may condemn lands not covered by 
 water. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 295 
 
 water to the public, and to companies formed for the supply, 
 storage or transportation of water and water power for com- 
 mercial and manufacturing purposes."^ 
 
 A water company laying its pipes in a township road is bound 
 to make compensation to abutting owners for the additional 
 servitude imposed upon their property. If it fail to do so, it 
 is a trespasser and cannot recover where, through a careful min- 
 ing of coal by the owner of abutting land, its pipes were in- 
 jured.^=* 
 
 1777. Territory Throughout Which Water Companies May Supply 
 Water. 
 
 A riparian owner on a stream from which a water company 
 takes some of its supply has no standing under the Act of June 
 19, 1871, P. L. 1360, to restrain such company from delivering 
 water within the limits of the township to a railroad company, 
 though the railroad company carries the water so received be- 
 yond the limits of the township in its own pipes. The remedy 
 in such a case is by a proceeding at the instance of the Common- 
 wealth.'* 
 
 A water company incorporated under the Act of 1874 to sup- 
 ply water to the residents of a village and territory adjacent 
 thereto, may supply water to residents of a district within the 
 township in which the village is located made up of the village 
 and adjacent territory."' 
 
 1782. Extension of Mains of Water Company. 
 
 A company incorporated to supply water to the public will not 
 be required on the petition of a few applicants owning property 
 of small value in a remote section of the town to extend its pipes 
 to such section, there being no assurance that the company will 
 receive an adequate return on the cost of installing the mains.** 
 
 (93) Manufacturers' Water Company's Petition, 19 D. R., 728 (1910). 
 (93*) Spring Brook Water Supply Co. v. Pennsylvania Coal Co., 54 Pa. 
 
 Super. Ct., — . 
 
 (94) Bland v. Tipton Water Co., 222 Pa., 285 (1908). See Com. v. 
 Penna. R. R. Co., 232 Pa., 183 (1911). 
 
 (95) Gring v. Sinking Spring Water Co., 3 Berks, 215 (1911) ; 20 D. R., 
 891. 
 
 (96) Porter v. Tionesta Water Supply Co., 22 D. R., 410 (1913); 40 
 Pa. C. C, 580. 
 
296 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1786. Exclusive Privileges. 
 
 A water company incorporated prior to the passage of the Act 
 of June 2, 1887, which has paid dividends at the rate of ten per 
 cent, per annum for twenty years, has no exclusive privilege to 
 supply water in a borough.*' 
 
 1788. Bight of Boroughs and Municipalities to Erect Water Works. 
 
 On and after January i, 1914 (see Section 2217), the consent 
 of the Public Service Commission will be necessary where a 
 municipality wishes to construct or acquire a plant in cases where 
 a water company is already furnishing water within the munici- 
 pality. See Section 2103. 
 
 Where a water company lays its pipes in the streets of a bor- 
 ough without the permission of the borough, and without any con- 
 tract with it at the time, and several years thereafter agrees to 
 furnish water for fire purposes alone, but without new construc- 
 tion, for a fixed period merely, and without any liability for fail- 
 ure or neglect to provide the supply, and thereafter the borough, 
 by change in its charter, acquires the right to construct water 
 works of its own, which it had not theretofore had, the borough 
 may not be enjoined from the construction of such works."' 
 
 Where a borough incorporated under the provisions of a special 
 law, with no power to create an indebtedness in excess of $10,000, 
 becomes subject to the general borough law of April 3, 1851, P. 
 L. 320, in proceedings instituted under the Act of June 4, 1901, 
 P. L. 362, it becomes subject to the Act of May 3, 1901, P. L. 
 140, giving boroughs the right to erect water works for the use 
 of the public.'" 
 
 A borough ordinance granting without limit as to time per- 
 mission to a water company to enter the borough and lay its pipes 
 in the streets, when accepted and acted upon by the company, 
 constitutes a contract between the borough and the company to 
 supply water to the public which exhausts the power of the 
 municipality to supply it with water, and prevents the borough 
 from erecting its own water works for that purpose so long 
 as the water company continues to furnish a suitable and ade- 
 quate supply, and this applies whether the company has or ha:s 
 
 (97) Dorrance v. Bristol Borough, 224 Pa., 464 (1909). 
 
 (98) Dorrance v. Bristol Borough, 224 Pa., 464 (1909). 
 
 (99) Dorrance v. Bristol Borough, 224 Pa., 464 (1909). 
 
 (100) Pennsylvania Water Co. v. Pgh., 226 Pa., 624 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 297 
 
 not an exclusive privilege. Such contract is binding on a city 
 which annexes the borough to it as a ward, agreeing to recognize 
 all contracts for the supply of water made by the borough. ^'"' 
 
 Where a water company, without any inducement by the au- 
 thorities of a borough, enters upon the borough's streets and 
 proceeds to furnish water to the public, and subsequently con- 
 tracts with the borough to furnish water for municipal purposes, 
 and agrees, in consideration for the privilege of supplying such 
 water, not to charge the inhabitants of the borough higher rates 
 than those it had theretofore been charging, the borough is not 
 precluded by such a contract from subsequently itself furnishing 
 water to its inhabitants.^ 
 
 Where a water company erects its plant and proceeds to 
 supply water to a particular territory, and thereafter, when a 
 borough is erected out of a portion of such territory, continues 
 to supply the inhabitants of the borough with water and supplies 
 the borough with water for fire protection at fixed rates, and, 
 with the growth of the borough extends its mains and builds 
 additional fire hydrants at the request of the borough, such 
 company may not claim that by virtue of any one of these acts, 
 or all of them together, there was an implied contract between 
 it and the borough to supply the latter with water, and that 
 such contract had exhausted the power of the borough to supply 
 water to its citizens by its own plant."" 
 1789. Appropriation of Water. 3 
 
 Where a water company obtains by condemnation proceed- 
 ings the right to use all the water of a creek at a certain point 
 flowing over plaintiff's land at the point of appropriation, but 
 does not at once use all such water, plaintiff is not entitled 
 to additional compensation when, later, the company takes all 
 the water for its lawful uses.* 
 
 Damages accrued by the taking of water are to be estimated as 
 of the time of taking, and include the amount of water, the right 
 to divert which is taken, irrespective of the amount actually di- 
 verted. Where the entire stream is actually appropriated by reso- 
 lution, and the amount to be taken per day is subsequently limited, 
 
 (i) Tarentum Water Co. v. Tarentum Borough, 230 Pa., 148 (1911). 
 
 (2) Bethlehem City Water Co. v. Bethlehem Borough, 231 Pa., 454 
 (1911). 
 
 (3) See Sec. 481- 
 
 (4) Gring V. Sinking Spring Water Co., 3 Berks, 215 (1911). 
 20 
 
298 PRIVATE CORPORATIONS IN PENNSYI^VANIA. 
 
 and five years thereafter a lower riparian owner, whose property 
 has been injured by the diversion of water, files a petition for the 
 appointment of viewers to determine the damages, the jury may 
 consider only how much the property was reduced in value by 
 reason of the appropriation and withdrawal from the stream of 
 the number of gallons specified in the supplemental resolution.' 
 
 Where a water company tenders a bond in proceedings to ap- 
 propriate waters, and such waters are claimed by another water 
 company, the court will pass upon the sufficiency of the bond, 
 there being no objection as to its form or sufficiency, leaving the 
 declaration of the rights of the parties to the proper procedure.* 
 
 A water company which diverts water from a spring without 
 instituting proper proceedings for the appropriation of such 
 water under the right of eminent domain is guilty of a trespass,' 
 and when the diversion of water is of a permanent character 
 there may be a recovery in trespass on that basis.'* 
 
 1780. Bates of Water Companies. 
 
 While the court of common pleas alone has jurisdiction over 
 questions involving the reasonableness of the rates of water com- 
 panies, a justice of the peace has jurisdiction in a suit brought 
 against a company to recover the proportionate amount of a mini- 
 mum charge, paid under protest, which minimum charge was 
 made for a period during which the water was turned off.* 
 
 A corporation formed for the supply of water to the public 
 may not impose a charge at so much per front-foot on the prem- 
 ises served with water to cover the cost of the service pipe laid in 
 front of the same.' 
 
 On and after January i, 1914 (see Section 2217) the power to 
 
 (5) James v. West Chester Borough, 220 Pa., 490 (1908). This case 
 involves the appropriation of water by a borough, but the decision is 
 doubtless applicable to the appropriation of water by a water company 
 formed prior to the passage of the Act of April 13, 1905, P. L. 152. 
 
 (6) Harwood Coal Co. v. Hazleton Water Co., IS Luz., 114 (1910). 
 
 (7) Wagner v. Purity Water Co., 241 Pa., 328; 39 Pa. C. C, 337 (19") • 
 (7*) Miller v. Hanover & McSherrytown Water Co., 240 Pa., 393 
 
 (1913). See Wagner v. Purity Water Co., 241 Pa., 328 (1913) ; 5° Pa- 
 Super. Ct., soo (1912). 
 
 (8) Penna. Water Co. v. Robinson, 39 Pa. C. C, 260 (1911) ; 21 D. R., 
 
 397. 
 
 (9) Sinking Spring Water Co. v. Wyomissing Borough, 5 Berks C L. 
 
 J., 77, 197 (1912) ; 22 D- R-, 716. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 299 
 
 regulate the rates of water companies will be exclusively in the 
 Public Service Commission. See Sections 2135 and 2214. 
 1791. Where the Water Supply is Impure or lasufflclent In Quan- 
 tity.»« 
 
 Owing to an unusually severe drought, the wells wherefrom 
 a water company supplying a borough with water obtained its 
 supply failed, and water was supplied only intermittently. Said 
 company could obtain water from another company, but only at a 
 high rate, though not a grossly unreasonable one. Held, that on 
 a bill to require the company to furnish a sufficient quantity of 
 water a decree should be made requiring it to furnish such suf- 
 ficient quantity.'" 
 
 "Ordinarily pure and wholesome water naturally means such 
 as is reasonably clean from dirt and discoloration and odors, rea- 
 sonably clear from bacteria and coli or any other infection or con- 
 tamination which renders the water unfit for domestic use and 
 unsafe and dangerous to individuals. Modern investigation and 
 scientific attainments demonstrate that water from polluted 
 sources can by proper filtration be made reasonably safe and pure, 
 and therefore the standard of purity as fixed by the well-recog- 
 nized authorities must be secured." '^ 
 
 Where a company furnishes impure water, containing bacteria 
 and bacilli causing typhoid fever, in a bill in equity against the 
 company a decree will be entered directing the company to se- 
 cure and provide a sufficient supply of ordinarily and reasonably 
 pure and wholesome water, and further decree that the company 
 shall file a statement within a specified time showing what it 
 proposes to do to comply with the provisions of the decree.^' 
 1791a. Purchase of Plants of Water Companies by Kunicipalities.ts 
 
 Clause (d), of Section 3, Art. Ill, of the Public Service Com- 
 pany Law (see Section 2105), requires the approval of the Pub- 
 lic Service Commission to the acquisition of any plant by a 
 municipality for furnishing to the public services furnished by 
 any public service company within the municipality. Query, 
 whether this applies to the purchase of a plant of a water com- 
 pany, the only company supplying water within the municipality? 
 
 (9*) See Sec. 1769. 
 
 (10) Gillis V. East McKeesport Water Co., 56 Pitts. L. J-, 285 (1909). 
 
 (11) Peffer v. Penna. Water Co., 231 Pa., 578 (1908). 
 
 (12) Peffer v. Penna. Water Co., 221 Pa., 578 (1908). 
 
 (13) See Sec. 1792. 
 
30P PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 The several cities and boroughs of this Commonwealth, de- 
 sirous of owning and operating the waterworks, plants, or system 
 for the supplying of water to any such municipality and the 
 inhabitants thereof, which waterworks, pjants, or system is 
 now, or may hereafter be, owned by a private corporation, firm, 
 or individual, may petition the court of common pleas of the 
 proper county, setting forth that the said municipality is desir- 
 ous of owning said water plant or system, owned by such cor- 
 poration, firm or individual, and that it will be necessary, in 
 order to make payments therefor, to issue bonds, secured by such 
 plant or system of waterworks, and that therefore a value should 
 be placed upon such waterworks, plant or system, including all 
 property, real or personal, used in connection therewith and 
 reasonably necessary for its purposes.^* 
 
 Where a borough proceeds under the above act to acquire 
 the plant of a water company, and the respondent files a dis- 
 claimer consenting that the borough may install a plant as if 
 the proceedings had been prosecuted to completion, and upon 
 this disclaimer the petition of the borough is dismissed, the 
 company may not afterwards, when the borough has expended 
 large sums of money toward the construction of a plant of its 
 own, maintain a bill in equity to prevent the completion of such 
 plant. The validity of the estoppel in such case does not de- 
 pend upon the constitutionality of said act.^^ 
 
 1791b. Appointment by Court of Appraisers. 
 
 The said court shall thereupon appoint three disinterested 
 civil engineers as appraisers, to value and appraise such 
 plant or system and the property used in connection therewith 
 and reasonably necessary for its purposes, who shall file their 
 report in the office of the prothonotary of the proper court within 
 three months after their appointment, unless such time be ex- 
 tended by the court. ^® 
 
 1791c. Keport of Appraisers — Appeal. 
 
 The appraisers so appointed shall have full access to the 
 books and records of the private corporation, firm, or individual 
 owning said waterworks or system, to inform themselves as to 
 
 (14) Sec. I, Act of May 31, 1907, P. L. 355- 
 
 (is) Clear Springs Water Co. v. Catasauqua Borough, 231 Pa., 290 
 
 (igii)- 
 (16) Sec. 2, Act of May 31, 1907, P. L. 3SS- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 3OI 
 
 the income and value thereof. They shall have power to admin- 
 ister oaths, and are hereby authorized to hear and consider the 
 testimony of witnesses and othed legal proofs. Their report shall 
 be final, if not appealed from within ten days after notice of 
 the filing thereof shall have been served on the mayor or burgess 
 of the city or borough, and upon the corporation, firm, or indi- 
 vidual owning the waterworks. Within said ten days either party 
 may appeal from such appraisement, alleging an under or over 
 valuation of the property thereby, and praying for a hearing be- 
 fore the court; and the said court shall thereupon, upon applica- 
 tion of either party, fix a time when said appeal may be heard, 
 of which time at least ten days notice shall be given to the parties ; 
 and upon such hearing the court shall have power, after hear- 
 ing legal proofs and arguments, to increase or lower such ap- 
 praisement, or otherwise, and modify the same as the facts may 
 warrant, subject, however, to the right of appeal by either 
 party to the proper appellate court, as in other cases in equity.^^ 
 
 1791d. Purchase of Plants at Determined Value — Companies Be- 
 fusing to Sell at Such Value to Lose Exclusive Pranchise. 
 
 After such value is finally determined, the municipality is 
 authorized to buy said water plant at the valuation so fixed and 
 determined; and the said corporation, firm, or individual, own- 
 ing same, shall within ten days notice of such determination, and 
 a request by the municipality so to do, file in said court a paper 
 indicating its consent and election to sell and convey its plant, 
 system, and property, so appraised, to the municipality, at the 
 valuation fixed as aforesaid; and, in default whereof, such cor- 
 poration, firm, or individual shall cease to have any exclusive 
 privilege of supplying said municipality, or the citizens thereof, 
 with water, and said municipality may install or cause to be in- 
 stalled such plant or system as the authorities may deem neces- 
 sary and expedient for the accommodation of the public.^' 
 
 The above act does not apply to the purchase by a borough of 
 the property of a water company incorporated prior to the pas- 
 sage of the Act of June 27, 1887, P. L. 310, depriving water 
 companies thereafter formed of exclusive privileges, and while 
 the property of such a company formed under the Corporation 
 Act of 1874 may be taken by a municipality in accordance with 
 
 (17) Sec. 3, Act of March 31, 1907, P. L. 3SS- 
 
 (18) Sec. 4, Act of March 31, 1907, P. L. 355- 
 
302 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the provisions of that act, the legislature cannot, by legislation 
 adopted subsequent to the incorporation of the company, pro- 
 vide for the appointment of appraisers to fix a price which the 
 company must accept under penalty of losing its exclusive priv- 
 leges.^' 
 
 1791e. Issue of Bonds by Municipalities for Purpose of Purchase 
 of Plants. 
 
 For the purpose of said purchase, the municipality may issue 
 bonds, which shall be secured solely by such waterworks, systems, 
 and property, and the revenues thereof, and without other lia- 
 bility whatever of said municipality thereon, to an amount not 
 exceeding the appraisement of the value fixed by the said ap- 
 praisers or the court. The proceeds of the sale of such bonds 
 shall be used exclusively for the purpose of making payment for 
 the property so acquired.''" 
 
 Bonds issued by a borough under the foregoing provision will 
 constitute an indebtedness forbidden by Section 8 of Article 
 IX of the Constitution, if the aggregate of such bonds, together 
 with the prior indebtedness of the borough, amounts to more 
 than seven per cent, of the taxable property of the municipality.'^ 
 1791f. Sinking Pund. 
 
 The municipality shall provide an adequate sinking-fund for 
 the receipts and revenues derived from said waterworks or 
 systems for the payment of the interest on such bonds and for 
 their redemption. The bonds shall be payable within thirty 
 years from the date of their issue, and shall be redeemable at 
 such earlier period as the municipality may, by ordinance, pro- 
 vide, and shall bear interest at a rate to be fixed by the munici- 
 pality, not exceeding six per cent, per annum. The bonds shall 
 be exempt from taxation for any purpose.^^ 
 ITQlg. Where Hethod of Appraisement is Pixed by Contract. 
 
 Should there be, at the time of the passage of this act, a 
 contract or agreement, in writing, existing between any corpora- 
 
 (19) Manheim Borough v. Manheim Water Company, 229 Pa., 177 
 (1910); 27 Lane, 321, 326. See West Conshohocken Water Co., 29 
 Montg. Co. L,. R., 9; 4 Munic. L. R., 138. 
 
 (20) Sec. s, Act of March 31, 1907, P. L. 3SS. as amended by Sea i, 
 Act of April 22, 1909, P. L. 135. 
 
 (21) Lesser v. Warren Borough, 237 Pa., 501 (1912); 21 D. R., 578 
 
 (22) Sec. 6, Act of March 31, 1907, P. L. 3S5. as amended by Sec. 2, 
 Act of April 22, 1909, P. L. 135- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 303 
 
 tion, firm or individual owning the water plant or system, and a 
 municipality then being supplied with water by such corporation, 
 firm or individual, establishing or adjusting or fixing the manner 
 in which such water plant or system may be appraised, purchased, 
 or acquired, then, and in that case, appraisers shall be selected, 
 and the appraisement made in accordance with the terms of such 
 contract, and [to] the respective parties to such contract shall in 
 lieu of the preceding provisions of this act, carry out the terms 
 of said contract in arriving at the value of said water-plant or 
 system.^* 
 
 1708. Purchase of Plants of Water Companies After Twenty Years.' 
 
 A proceeding under the Act of April 29, 1874, P. L. 73, pro- 
 viding a means by which a city may compel the conveyance of 
 waterworks by paying the cost of erecting the same with interest 
 thereon at a specified rate, should be by mandamus and not by 
 bill in equity. The same process should be used to compel a gas 
 or water company to disclose its accounts to the officers of the 
 city desiring to purchase the same.^* 
 
 In such a proceeding against a water company the paramount 
 issue in the preliminary mandamus proceedings is the right of the 
 municipality to have access to the books and records of the 
 company in order to secure data as to the cost and maintenance 
 of the company's plant and the dates and amounts of dividends 
 declared by it, but said issue involves certain subsidiary issues, 
 such as the financial ability of the municipality to purchase the 
 company's plant, and this would, in turn, raise the issue of the 
 borrowing capacity of the municipality. Where, therefore, in 
 such a proceeding, it clearly appears that the value of the works 
 and property of the company is greatly in excess of the borrow- 
 ing capacity of the municipality, the city, not being in a position 
 to make the purchase, is not entitled to a mandamus to compel 
 the company to submit to an investigation of its books and prop- 
 erties. Where, however, it is made to appear that the probable 
 price which would have to be paid for the plant is within the 
 borrowing capacity of the municipality, mandamus will issue 
 
 (23) Sec. 7, Act of March 31, 1907, P. L. 355. 
 ♦See Sees. 1791a and 2105. 
 
 (24) Williamsport v. Williamsport Water Co., 232 Pa., 255 (1911); 
 Williamsport v. Citizens' Water and Gas Co., 232 Pa., 232 (1911). 
 
304 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 to enable the making of the investigation, and, after securing 
 sufficient data from the investigation to qualify it to make an 
 intelligent offer for the purchase of the plant, agreeably to the 
 Act of 1874, the municipality may, if the offer should be refused, 
 demand another mandamus to compel the company to convey its 
 plant to the municipality upon payment of the estimated price, 
 on which price the company could then take issue, and there 
 would be a common law trial to decide the issues thus raised." 
 In such a preliminary mandamus proceeding the company may, 
 if it see fit, rely on testimony other than its written records for 
 the purpose of showing the cost of its plant, and where such 
 testimony is otherwise competent, it may not be declined merely 
 because the trial court assumes that the company's books and 
 papers would better show the actual cost price. ^° 
 
 1703a. Water C!oinpanies May Lease Their Plants. 
 
 A water company incorporated under the Act of April 29, 
 1874, may lease the property and franchises of another water 
 company and thereby acquire the charter powers of the lessee 
 company,'' 
 
 1797. Property of Water Companies Subject to be Taken in the 
 Exercise of the Bight of Eminent Bomain. 
 
 Where the property of a water company is condemned by a 
 city, such company is entitled to compensation not only for the 
 physical property taken but also for its franchises, and an order 
 of court in such case is correct which directs the appraisers to 
 appraise the water works and to make a fair valuation of the 
 property, rights and franchises of the company.^' 
 
 Where a city condemns the property of a water company the 
 entire cost of condemnation proceedings is payable by the city.'' 
 
 1798. Municipal Begulation of Water Companies. 
 
 The Act of July 26, 1913, P. L. 1371, amends the Act of April 
 17, 1905, P. L. 183, so as to give courts of common pleas juris- 
 
 (25) Williamsport v. Citizens' Water & Gas Company, 232 Pa., 232 
 (1911). 
 
 (26) Williamsport v. Citizens' Water & Gas Company, 232 Pa., 232 
 (1911). 
 
 (27) Gring V. Sinking Spring Water Company, 3 Berks, 215 (1911) ; 
 20 D. R., 891. See Sec. 233, third paragraph. 
 
 (28) Monongahela Water Company's Case, 223 Pa., 323 (1909), 
 
 (29) Monongahela Water Company's Case, 223 Pa., 323 (1909). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 305 
 
 diction to pass upon the reasonableness of license fees imposed 
 by municipalities upon water companies for inspecting and regu- 
 lating their pipes, conduits and mains. See Sections 764, 766, 
 and 769. 
 
 Water companies are not required to obtain permission of 
 municipalities to lay pipes in the streets. A borough may sub- 
 ject such corporation to only such police regulations in regard 
 to the streets as will prevent their impairment for public travel. 
 A borough may not annul the charter of a water company by 
 prohibiting it from entering upon and laying pipes in the streets.^" 
 
 A borough ordinance relating to the extension of the works 
 of a water company, incorporated to supply water to a township, 
 which township is afterwards annexed to the borough, is un- 
 reasonable and void which provides that "no rights and privi- 
 leges be granted to said water company to lay pipes and fixtures 
 on any streets, lanes or alleys in said territory until the same are 
 regularly adopted, located and opened by ordinances and graded 
 with the required grade under the rules and regulations of the 
 borough," and the borough will be enjoined from enforcing such 
 ordinance."^ 
 
 Water companies incorporated under the Act of April 29, 
 1874, exercise their franchises in the streets of a borough sub- 
 ject to the right of the borough to change the grade of the streets 
 in which the pipes of such company are located, and the fact that 
 the borough may have been induced to some extent to adopt a 
 change of grade at the instance of a street railway company will 
 not relieve a water company thereby forced to lower its pipes 
 from its charter obligations.^^ 
 
 Where a borough in consideration of its consent to the entry 
 upon its streets of a street railway company, and its authoriza- 
 tion of a change in grade of one of such streets, obtains from 
 such company an agreement that it will "bear the entire cost and 
 expense of all changes in the grades, of the macadamizing and 
 repairing of the streets or avenues and shall indemnify the said 
 borough from all damages recovered by property owners for said 
 change of grade," the agreement imposes upon the company only 
 
 (30) Dorrance v. Bristol Borough, 224 Pa., 464 (1909)- 
 
 (31) Mountain Water Company v. Emaus Borough, 43 Pa. Super. Ct., 
 
 179 (1910). 
 
 (32) Springfield Water Company v. Phila. & Garretford St. Ry. Co., 
 45 Pa. Super. Ct., 516 (1911)- 
 
306 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 such obligations as are in relief of the borough and its taxpayers, 
 and does not give rise to any obligation upon the part of such 
 company upon which a water company maintaining its pipes in 
 such street can claim a right to recover the cost of lowering such 
 pipes occasioned by the change of grade.^* 
 
 An annual license fee of $25.00 per mile on water mains im- 
 posed by an ordinance of a township of the first class is unrea- 
 sonable and invalid."* 
 
 1798b. Purchase of Property and Franchises of One Water Com- 
 pany by Another. 
 
 A water company for the supply of water to the public, operat- 
 ing within a borough, may purchase the franchises and property 
 of other companies serving municipalities in the same neighbor- 
 hood, and it will not be restrained from such purchase at the 
 suit of the borough in which the vendee company is located, 
 either because of lack of corporate power to make the purchase, 
 or because of an alleged inconvenience to which the borough 
 might be subjected in case it should elect to purchase the prop- 
 erty of the vendee company at some future time, especially where 
 no intention to make such purchase has been indicated.'* 
 
 A company for the supply of water to the public may purchase 
 the franchises and property of other similar companies under the 
 provisions of Section 5 of the Act of April 17, 1876, P. L. 30, 
 and the borough in which such purchasing company operates 
 has no standing to maintain a bill in equity to enjoin such pur- 
 chase, or to have stock of the company, issued under authority 
 of an increase duly made, declared illegal and void, especially 
 where, prior to the filing of the bill, such stock had been issued 
 and was in the hands of holders for value not made parties to 
 the suit."' 
 
 (33) Springfield Water Company v. Phlla. & Garretford St. Ry. Co., 
 45 Pa. Super. Ct., 516 (1911). 
 
 (33*) Whitehall Township v. Water Co., 5 Lehigh Ca I,. J., 171 
 
 (1913). 
 
 (34) Greensburg Borough v. Westmoreland Water Co^ 240 Pa., 481 
 (1913). See Sees. 1813 and 2103. 
 
 (35) Monessin Borough v. Monessin Water Co., 2 Westm. L. J., 135 
 (191a). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 307 
 
 1803. Duties of Commission. 
 
 The Commission should not refuse to approve an application 
 for the charter of a water company, in proper form and otherwise 
 unobjectionable, because it is alleged that the incorporators pro- 
 pose to exceed the powers to be granted to them by their charter. 
 It is not to be assumed that a proposed corporation will violate 
 its charter rights.^® 
 
 1807a. Procedure Before Water Supply Commission — Hearings — 
 Notice of Hearings. 
 
 The Water Supply Commission of Pennsylvania is hereby au- 
 thorized to prepare and publish rules and regulations, defining 
 the procedure to be followed in all matters pertaining to or com- 
 ing within its powers or authority. All hearings shall be public, 
 and the Commission may at its discretion require that notice of 
 any application presented to it, shall be published by the appli- 
 cants, in at least one newspaper of general circulation in the 
 proper county, two weeks prior to the hearing. Said notice 
 shall include the purpose of the application, names of the appli- 
 cants, location of the proposed work, and the date of the hearing. 
 Sufficient proof of the publication thereof, shall be filed with the 
 Commission prior to the hearing. The Commission is hereby em- 
 powered to subpCEna witnesses to appear before it at any time, 
 and to require under subpoena the production of books, papers 
 and records on any matter coming within its powers or author- 
 ity. Witnesses may be required to testify under oath or affirma- 
 tion, which may be administered by any member of the Com- 
 mission; and any person wilfully swearing falsely in any pro- 
 ceeding before the Commission shall be guilty of perjury.^' 
 
 1807b. Penalty for Refusal to Testify. 
 
 Any person who shall appear at any hearing or investigation 
 held by the Commission, who shall refuse to be sworn, or, being 
 sworn, shall refuse to give testimony or produce any docu- 
 mentary evidence in his possession or custody at such hearing 
 or investigation, shall be guilty of a misdemeanor, and upon con- 
 viction thereof, shall be sentenced to pay a fine not exceeding 
 five hundred dollars, or undergo an imprisonment in the county 
 
 (36) In re application of Evitts Creek Water Co., 14 Dau. Co. Rep, 
 196 (1911) ; 39 Pa- C. C, 171. 
 
 (37) Sec. I, Act of July 7, 1913. P- L- 688. 
 
308 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 jail, not exceeding one year, or both, at the discretion of the 
 court.^* 
 
 1807c. Bight of Entry of Members and Employes of Commission- 
 Penalty. 
 
 In the exercise of the powers, or in the performance of the 
 duties now or hereafter conferred or imposed by law on the said 
 Commission, the said Commission, or any of the members there- 
 of, its engineers, employes, or any other agent or person ap- 
 pointed by it, shall have the right to enter and re-enter upon any 
 land or premises, and have free access to the works, structures, 
 buildings or grounds of any person or persons, partnership, as- 
 sociation, municipality, township or corporation, wJthin this 
 Commonwealth, and to make any survey or measurement and 
 collect any data or information which the Commission may deem 
 necessary. 
 
 Any person who shall prevent or obstruct, or attempt to pre- 
 vent or obstruct, the exercise of the right of entry, access or 
 examination aforesaid, shall be guilty of a violation of the pro- 
 visions of this act, and, upon conviction thereof, in a summary 
 proceeding before any magistrate or justice of the peace of the 
 proper county, shall be sentenced to pay a fine of not less than 
 fifty dollars nor more than one hundred dollars, or to undergo 
 an imprisonment in the jail of such county for a period not 
 exceeding thirty days.'^ 
 
 1808. Sams, Etc., Ifot to be Constructed in Streams Without Con- 
 sent of Water Supply Commission — Definitions. 
 
 The term "water obstruction," as used in this act, includes any 
 dam, wall, wing-wall, wharf, embankment, abutment, projection, 
 or similar or analogous structure, or any other obstruction what- 
 soever, in, along, across, or projecting into any stream or body 
 of water wholly or partly within, or forming part of the bound- 
 ary of, this Commonwealth, except the tidal waters of the Dela- 
 ware River and of its navigable tributaries. 
 
 The word "construct" shall be taken to mean construct, erect, 
 build, place, or deposit.''" 
 
 (38) Sec. 2, Act of July 7, 1913, P- L. 688. 
 
 (39) Sec, 3, Act of July 7, 1913, P. L. 688. 
 
 (40) Sec. I, Act of June 25, 1913, P. L. 555. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 309 
 
 1808a. Permit of Water Supply Comtoission for Construction of 
 Dams, etc., and for Changes of Courses or Cross-Sections of 
 Streams Ilequired. 
 
 From and after the passage of this act, it shall be unlawful for 
 any person or persons, partnership, association, corporation, 
 county, city, borough, town, or township to construct any dam 
 or other water obstruction; or to make or construct, or permit 
 to be made or constructed, any change therein or addition there- 
 to ; or to make, or permit to be made, any change in or addition 
 to any existing water obstruction; or in any manner to change 
 or diminish the course, current, or cross section of any stream 
 or body of water, wholly or partly within, or forming a part of 
 the boundary of, this Commonwealth, except the tidal waters of 
 the Delaware River and its navigable tributaries, without the 
 consent or permit of the Water Supply Commission of Pennsyl- 
 vania, in writing, previously obtained, upon written application to 
 said Commission therefor.*^ 
 
 Under the Act of May 28, 1907, P. L. 299, now superseded by 
 the above provision, the Water Supply Commission had control 
 over the erection of dams, etc., on or across (i) all public 
 streams ; (2) all private streams which were in fact navigable, 
 although not declared public highways by acts of assembly; and 
 (3) all private streams which had been declared public highways, 
 and the Commission further had jurisdiction to prevent the 
 changing or diminishing the course of any purely private non- 
 navigable stream, without the approval of the Commission.*^ 
 
 The Act of June 25, 1913, P. L. 555, extends the powers of the 
 Commission in this respect to all streams or bodies of water, 
 wholly or partly within the state, with the exceptions contained 
 in Sections i8o8h and i8o8i, or forming a part of the boundary 
 of the Commonwealth, except the tidal waters of the Delaware 
 River and navigable tributaries. Under the Act of May 28, 
 1907, the Commission had no jurisdiction to pass upon applica- 
 tions for the construction of dams on the Delaware.*^ 
 
 (41) Sec. 2, Act of June 25, 1913, P. L. SS5- 
 
 (42) Water Supply Commission, 22 D. R., 96 (1912) ; ^"b nom Cas- 
 selman River, 40 Pa. C. C, 457- 
 
 (43) In re Application of Delaware River Impt. Co., 14 Dau. Co. Rep., 
 312 (1911) ; suh nom. Dams in Delaware River, 39 Pa. C. C, 171 ; 21 D. R., 
 319- 
 
3IO PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1808b. Applications for Permits to be Accompanied by Maps, 
 Flans, etc. 
 
 Each application for the consent or permit required by the 
 second section of this act shall be accompanied by complete 
 maps, plans, profiles, and specifications of such water obstruction, 
 or of the said changes or additions proposed to be made, and such 
 other data and information as the Commission may require.** 
 
 1808c. Granting of Permit— Conditions Attached to Permits— Con- 
 struction Not to be Begun Without Permit. 
 
 The Commission shall have power to grant or withhold such 
 consent or permit, or may incorporate in and make a part of 
 said consent or permit such conditions, regulations, and restric- 
 tions as may be deemed by it advisable. It shall be unlawful 
 to construct or begin the construction of any such water ob- 
 struction, or to make or begin any change or addition aforesaid, 
 except in accordance with the terms, conditions, regulations, and 
 restrictions of such consent or permit, and such rules and regula- 
 tions, with regard to said constructions, changes, or additions, 
 as may be prescribed by the Commission.*^ 
 
 ISOSd. Jurisdiction of Dams, etc., Already Existing or to be Con- 
 structed — Abatement of Unsafe Bams — Kepairs. 
 
 Upon complaint, or upon its own initiative, the Commission 
 shall have power to cause an investigation or examination to be 
 made of any dam, or other water obstruction now existing or 
 hereafter constructed. If the Commission shall determine that 
 such dam or water obstruction is unsafe or needs repair, or 
 should be removed as being unsafe and not susceptible of repair, 
 the Commission shall, in writing, notify the owner or owners 
 thereof to repair or remove the same, as the exigencies of the 
 case may require; such work to be commenced and proceeded 
 with to completion within such reasonable time as may be pre- 
 scribed in such notice by the Commission. And it shall there- 
 upon be and become the duty of such owner or owners to com- 
 ply with the provisions of such notice. 
 
 If said owner or owners, notified as aforesaid shall neglect or 
 refuse to make such repairs or to cause such removal, or if said 
 owner or owners cannot be found or determined, then it shall be 
 
 (44) Sec. 3, Act of June 25, 1913, P- L- SSS- 
 
 (45) Sec. 4, Act of June 25, 1913, P. L. 555. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 3II 
 
 and become the duty of the Commission to make such repairs 
 or cause such removal; and the Commission may thereafter re- 
 cover, in the name of the Commonwealth, from the owner or 
 owners, the said cost or expense, in the same manner as debts are 
 now by law recoverable.*" 
 
 1808e. Abatement of Unsafe Dams in Cases of Emergency. 
 
 If the condition of any dam or other water obstruction be so 
 dangerous to the public safety as not to permit of the giving of 
 the notice, hereinabove provided, to the owner or owners of such 
 obstruction, to remove such dangerous condition, the Commission 
 shall have power to remedy such condition by repair, removal, 
 or otherwise, and may recover the cost and expense thereof from 
 the owner or owners as debts are now by law recoverable.*^ 
 
 1808f. Penalty for Failure to Comply With Any Provision of Act. 
 
 Any person or persons, partnership, association or corporation, 
 county, city, borough, town or township, that shall do or cause 
 to be done ; or that shall fail, neglect or refuse to do, or cause to 
 be done, any act or thing contrary to the provisions of this act; 
 or that shall violate, or fail to comply with, any order of the 
 Commission, of which due notice shall be given; or that shall 
 violate any of the provisions of this act, shall be guilty of a mis- 
 demeanor; and, upon conviction thereof, shall be sentenced to 
 pay a fine of not more than one thousand dollars, or, in the dis- 
 cretion of the court, such person or persons, or the members of 
 such partnership or association, or the officers and directors of 
 such corporation, or the officers of such county, city, borough, 
 town, or township, as the case may be, sentenced to undergo an 
 imprisonment in the county jail for a period not exceeding one 
 year, either or both, in the discretion of the court.*' 
 
 1808g. Injunctions Upon Application of Commission. 
 
 Upon application of the Commission, verified by oath or af- 
 firmation, the court of common pleas of any county, sitting in 
 equity, may, by injunction, enforce the compliance with, or re- 
 strain the violation of, any order or notice of the Commission 
 made pursuant to the provisions of this act, or restrain the vio- 
 
 (46) Sec. 5, Act of June 25, 1913, P. L. 555. 
 
 (47) Sec. 6, Act of June 25, 1913, P. L. 555- 
 
 (48) Sec. 7, Act of June 25, 1913, P. L. 555- 
 
312 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 lation or attempted violation of any of the provisions of this 
 act." 
 
 ISOSh. Exception of Sams on Small Streams and Temporary Be- 
 pairs. 
 
 The provisions of this act shall not prohibit the placing in 
 any purely private stream, having a drainage area of less than 
 one-half square mile, of any dam or obstruction that cannot in 
 any way imperil life or property located below or above such 
 dam or obstruction; nor shall the provisions of this act prohibit 
 the making of necessary temporary repairs to any water ob- 
 struction.^" 
 
 18081. Bepeal of Certain Acts — Exceptions to Operation of Act. 
 
 All acts and parts of acts inconsistent herewith are hereby re- 
 pealed; but nothing in this act contained shall be construed to 
 repeal in any way, or in any way alter or abridge, the provisions 
 of the act approved the twenty-second day of April, one thousand 
 nine hundred and five, entitled "An act to preserve the purity of 
 the waters of the state, for the protection of the public health," 
 or of an act approved the twenty-seventh day of April, one 
 thousand nine hundred and five, entitled "An act creating a De- 
 partment of Health, and defining its powers and duties;" or of 
 an act approved the thirteenth day of April, one thousand nine 
 hundred and five, entitled "An act providing that the right of 
 eminent domain, as respects the appropriation of streams, rivers 
 or waters, or the land covered thereby, shall not be exercised by 
 water companies incorporated by law ;" and nothing in this act 
 contained shall confer upon any municipality, township, or cor- 
 poration whatsoever, the power to take or use by eminent do- 
 main any of the water resources of the Commonwealth, or any 
 of the land covered thereby. And nothing in this act contained 
 shall be construed to vest in the said Water Supply Commis- 
 sion any powers or authority heretofore vested by law in the di- 
 rectors of the Department of Wharves, Docks, and Ferries, of 
 cities of the first class, or in the Board of Commissioners of Navi- 
 gation for the River Delaware and its Navigable Tributaries; 
 but the said directors and the said board shall have the power and 
 authority over the Delaware River and its navigable tributaries 
 
 (49) Sec. 8, Act of June 25, 1913, P. L. SS5- 
 (so) Sec. 9, Act of June 25, 1913. P- L. 5S5- 
 
' PRIVATE CORPORATIONS IN PENNSYLVANIA. 313 
 
 heretofore conferred ; and nothing in this act contained shall be 
 construed to repeal in any way, or in any way alter or abridge, the 
 provisions of the act approved the eighth day of June, one 
 thousand nine hundred and seven, entitled "A supplement to an 
 act, entitled 'An act to provide for the better government of 
 cities of the first class in this Commonwealth,' approved the 
 first day of June, one thousand eight hundred and eighty-five; 
 creating the Department of Wharves, Docks, and Ferries, for the 
 improvement, regulation and supervision of the construction, ex- 
 tension, alteration, maintenance, and use of wharves, pieris, 
 bulkheads, docks, slips, basins, ferries, harbors, and harbor struc- 
 tures, in cities of the first class ; and providing for the making 
 and enforcement of rules and regulations, and fixing certain 
 penalties for violation thereof ; and providing for the acquisition 
 of property by said cities by purchase and by condemnation, for 
 certain purposes ;" or of an act approved the eighth day of June, 
 one thousand nine hundred and seven, entitled "An act to es- 
 tablish a Board of Commissioners of Navigation for the river 
 Delaware and its navigable tributaries; regulating their juris- 
 diction over ships, vessels, and boats, and wharves, piers, bulk- 
 heads, slips, and basins; and exempting cities of the first class 
 from certain of its provisions; and making an appropriation 
 therefor." """ 
 
 1814a. Applications for Extensions of Time Wherein to Complete 
 Works of Water Companies to be Made to Water Supply- 
 Commission of Pennsylvania.53 
 
 Subsequent to the passage of this act any water company or 
 watei'Jpower company, heretofore or (hereafter incorporated 
 under the laws of this Commonwealth, which shall not have 
 begun the construction of its works within two years after the 
 
 (51-52) Sec. 10, Act of June 25, 1913, P. L. 555- 
 
 (S3) The preamble to this act is as follows : 
 
 Whereas, Water and water-power companies incorporated under the 
 laws of the Commonwealth of Pennsylvania are required to begin the 
 construction of their works within two years after the date of their in- 
 corporation, and to complete the same within five years thereafter; 
 
 Whereas, Water and water-power companies which have not begun 
 their works or completed the same within the time set by law may apply 
 to the court of common pleas for an extension of said time; 
 
 Whereas, The general corporation act of one thousand eight hundred 
 and seventy-four and its supplements are indefinite as to the method by 
 21 
 
314 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 date of its incorporation, or which shall not have completed the 
 same or placed the same in operation within five years thereafter, 
 may, at any time previous to the expiration of said two years 
 or five years thereafter, make application to the Water Supply 
 Commission of Pennsylvania for an extension of such time, as 
 herein provided. Such application shall be made upon a peti- 
 tion, under the common seal of such corporation and verified by 
 its president or other presiding officer, setting forth the grounds 
 of the application, and that the same is made pursuant to a reso- 
 lution of the board of directors of said company, at a meet- 
 ing called for the purpose, — a duly certified copy of which shall 
 be annexed to said petition. Thereupon it shall be the duty of 
 said Commission to hold a hearing upon said petition, at such date 
 as it may decide, and, after due hearing and examination, said 
 Commission may approve said petition, subject to such limita- 
 tions and restrictions as it may see fit, and file in the office of the 
 Secretary of the Commonwealth a duly certified copy of an order 
 setting forth its approval of said application for extension. In 
 the event of the refusal to approve by the Water Supply Com- 
 mission, appeal may be taken by such company, within ten days 
 thereafter, to the court of common pleas of the county in which 
 said corporation shall have its principal office; whereupon said 
 court shall review the papers in the case, and testimony at the 
 hearing before the Water Supply Commission ; and, in the event 
 of said court finding that such company had proceeded with due 
 diligence and good faith, it may order the reversal of the order 
 of the Commission, setting forth the limit of such extension of 
 the time granted, and file a copy of such order with the Secre- 
 tary of the Commonwealth.'* 
 
 The foregoing act does not repeal Section 2 of the Act of May 
 16, 1889, P. L. 242 (Section 95) giving jurisdiction to courts of 
 common pleas to extend the time wherein the works of any 
 company incorporated under the Act of April 29, 1874, may be 
 constructed. Consequently there seems to be a concurrent juris- 
 
 which water and water-power companies, which have failed to comply 
 with the requirement of beginning or completing works within the time 
 set by law, shall become defunct; 
 
 Whereas, It is decidedly to the best interest of the water-supply of 
 the Commonwealth that the charters of such water and water-power com- 
 panies be annulled. 
 
 (54) Sec. I, Act of June 15, 1911, P. L. 990- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 315 
 
 diction of this subject in the courts of common pleas and in the 
 Water Supply Commission. 
 
 1814b. Decree to Issue that Companies are Defunct When. 
 
 In the event of the refusal of the Water Supply Commission 
 to approve such petition for extension of time, and if an appeal 
 shall not be taken within ten days thereafter, said Commission 
 shall, on the expiration of the said period of two years or five 
 years, issue a decree declaring such company defunct and its 
 charter void, and it shall be stricken from the books of the Sec- 
 retary of the Commonwealth and the Auditor General.'' 
 
 1814c. Inquiry by Water Supply Commission on Its Own Initiative 
 of Status of Charters of Water or Water Power Companies. 
 
 The Water Supply Commission of Pennsylvania may on its 
 own initiative, or in response to petition, inquire into the stand- 
 ing of any water or water-power charter ; and in such event it 
 may hold a hearing, after due notice to the president or secretary 
 of such company, addressed to the principal office of the com- 
 pany as indicated by its latest report filed with the Auditor Gen- 
 eral or Secretary of the Commonwealth, to determine whether 
 such company has commenced work on its plant or completed 
 the same within the time set by law. If, after due hearing and 
 consideration, said Commission shall be of the opinion that such 
 company has not proceeded with due diligence and with bona 
 fide intent to fulfill the requirements of law, it may certify the 
 facts in the case to the Attorney General, requesting him to 
 institute quo warranto proceedings against said company for the 
 annulment and revocation of its charter: Provided, however. 
 That nothing in this act shall be construed to repeal or invali- 
 date, or in any way affect, the provisions of an Act of Assembly, 
 approved the twenty-second day of April, one thousand nine 
 hundred and five, entitled "An act to preserve the purity of the 
 waters of the state for the protection of the public health," or 
 the provisions of an act, approved the twenty-seventh day of 
 April, one thousand nine hundred and five, entitled "An act 
 creating a Department of Health, and defining its powers and 
 duties." »« 
 
 (55) Sec. I, Act of June 15, 191 1, P. L. 990. 
 
 (56) Sec. 2, Act of June 15, 1911, P. L. 990- 
 
3l6 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1815. Water and Certain Other Companies Not to Occupy Streets 
 in Townships of the Eirst Class Without Consent Obtained 
 by Ordinance. 
 
 When the consent involves a contract with the company, the 
 approval of the Public Service Commission is necessary. See 
 Section 21 13. 
 
 An electric light, heat and power company incorporated under 
 the Act of May 18, 1889, P. L. 136, prior to the passage of the 
 Act of June 6, 1907, P. L. 417, may construct its lines upon high- 
 ways in townships of the first class without securing the consent 
 of the authorities of such townships." 
 
 1817. Water Works for the Supply of Water to the Public Hot to 
 be Constructed Without a Permit from the Commissioner of 
 Health. 
 
 In a proceeding to condemn lands by a water company under 
 the right of eminent domain, the person whose land it is sought 
 to condemn may not raise the question that the company has not 
 complied with the provisions of the Act of April 22, 1905, P. L. 
 260.°' 
 
 1831. Corporations "Por the Transaction of Any Lawful Business." 
 
 Clause twenty of second class of corporations, named in sec- 
 tion two of the corporation act of one thousand eight hundred 
 and seventy-four, which reads as follows : 
 
 "XX. The rechartering of corporations of either of these 
 classes, the charters whereof are about to expire," shall be, and 
 the same is hereby stricken out and repealed ; and that there 
 shall be and is hereby substituted in lieu thereof a new clause, 
 which shall read as follows : 
 
 "XX. For any lawful purpose not specifically designated by 
 law, as the purpose for which a corporation may be formed." °' 
 
 Any company heretofore incorporated in pursuance of the 
 act, entitled "An act to amend the eighteenth paragraph of the 
 second section of an act, entitled 'An act to provide for the in- 
 corporation and regulation of certain corporations, approved the 
 
 (57) Merion & Radnor Gas & Elec. Co. v. Radnor Township, 39 Pa. C. 
 C, 109 (1911)- 
 
 (58) Torbert v. Mahanoy City Water Co., 7 Sch. L. R., 12 (1910). 
 
 (59) Sec. I, Act of May 11, 1909, P. L., 515. amending Clause XX, Sec. 
 2, Act of April 29, 1874, P. L. 73- See Sec. 70. 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 317 
 
 twenty-ninth day of April, Anno Domini one thousand eight hun- 
 dred and seventy-four,' so as to authorize the formation of corpo- 
 rations for any lawful purpose not otherwise specifically pro- 
 vided for by act of Assembly," approved the ninth day of July, 
 Anno Domini one thousand nine hundred and one, for any law- 
 ful purpose not specifically provided for by any act of Assembly 
 passed prior to the said last mentioned act, upon accepting the 
 provisions of this act, in writing, under the seal of the corpora- 
 tion, and filed in the office of the Secretary of the Common- 
 wealth, together with a surrender of its letters patent or charter, 
 which shall be filed with such certificate, shall thereupon become 
 and be a body corporate hereunder; and shall be entitled to and 
 be possessed of all the privileges, franchises, and powers as if 
 created under this act; and all the properties, rights, and privi- 
 leges belonging to said corporation thereunder, acquired by gift, 
 grant, conveyance, assignment, or otherwise, upon said surrender, 
 shall be and the same are hereby ratified, approved, confirmed, 
 and assured to such new corporation with like effect and to all 
 intents and purposes as if the same had been originally acquired 
 by and under authority of this act ; and the Governor shall forth- 
 with cause new letters patent, under this act, to issue to such new 
 corporation, under the same name as the company had in the 
 charter under which it was originally incorporated: And pro- 
 vided, That any company thus becoming a body corporate in the 
 manner herein provided shall be subject to all the contracts, 
 duties and obligations theretofore resting upon the company 
 whose charter is thus surrendered, or to which the said company 
 shall then be in any way liable : And provided further, That any 
 company, upon surrendering its charter and becoming entitled 
 to new letters patent in pursuance of this act, shall have 
 credit for any bonus paid to the Commonwealth by the former 
 corporation; and, also, that before any company, receiving new 
 letters patent in the manner aforesaid, shall engage in or con- 
 dtict business in pursuance thereof, it shall cause to be recorded, 
 in the office for the recording of deeds in the county in which its 
 principal office or place of business is located, a certified copy 
 of its acceptance of the provisions of this act, as filed in the 
 office of the Secretary of the Commonwealth ; and the recorders 
 of deeds of the proper counties are authorized to record the 
 same, in like manner and with like effect as articles of associa- 
 
3l8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 tion of companies incorporated under the provisions of the said 
 act of one thousand eight hundred and seventy- four."" 
 
 The foregoing act vk^as passed, not because there was any doubt 
 that charters granted "for any lawful purpose" under the Act 
 of 1901, were valid, but to enable companies so chartered to so 
 reorganize as to relieve their directors of any special liability to 
 which the directors of corporations formed under the i8th para- 
 graph of corporations of class two, Section 2 of the Act of 
 April 29, 1874, may be subject. 
 
 1834. Organization of Corporations for Profit by Executors and 
 Trustees. 
 
 A provision in a will authorizing the executors and trustees 
 in the exercise of their discretion to incorporate one or more 
 companies to carry on any business whatever, by the use of any 
 property in their hands, and authorizing them to transfer to 
 such company or companies any property in their care and to 
 receive therefor capital stock for such amounts as they may 
 deem just and proper, applies only to the organization of such 
 corporations as may be necessary or useful in the management 
 and proper development of such properties owned by the testa- 
 tor or in which he was interested as are unproductive and unde- 
 veloped; and further provisions authorizing said trustees and 
 executors to distribute the shares of stock of such corporations 
 among the legatees of the estate, as if said shares were converted 
 into money, do not authorize the creation of a corporation to be 
 used merely as a holding company for such portions of stock as 
 remain in the hands of the executors.*^"*^ 
 
 Where the executors of an estate, with the consent of the 
 beneficiary under the will, organize a corporation to continue 
 the business of the testator, assign and transfer to the corpora- 
 tion the property of the estate, which corporation makes large 
 profits, the Orphans' Court has no jurisdiction, in auditing the 
 account of the executors, to distribute the profits made by the 
 company, nor power to fix the compensation of one of the exec- 
 utors who was business manager of the corporation for his 
 services as such manager. "The estate, as the holder of all the 
 stock, would not be the owner of the corporation, but only of the 
 shares of its capital stock, which constitute a species of property 
 
 (60) Sec. 2, Act of May 11, 1909, P. L. Si5- 
 (61-62) Kimberly's Estate, 227 Pa., 405 (1910). 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 319 
 
 entirely distinct from the corporation property." The power to 
 determine whether profits have been earned, and if so whether 
 they shall be divided among the shareholders, is in the directors 
 of the corporation, who also are entrusted with the power of 
 fixing the compensation of the officers of the company.^^ 
 
 Findings of fact by the Orphans' Court that executors who 
 have organized a corporation to carry on the business of the 
 decedent held the stock of such corporation as trustees for the 
 estate, and not as their own personal property, will not be re- 
 versed where such findings are based upon sufficient evidence, 
 and there is no manifest error."* 
 
 1835a. Incorporation of Trustees Under Trusts Created by Be- 
 quests or Gifts for the Establishment of Libraries, Huseums, 
 Schools, Etc., in Cities. 
 Whenever any person shall have heretofore made, or here- 
 after make, any bequests, devises, or gifts, and shall have created, 
 or may hereafter create, in connection therewith, a trust or 
 trusts for the benefit of the people of any incorporated city of 
 this Commonwealth, for the purpose of establishing and main- 
 taining any library, museum, art gallery, school, or other insti- 
 tution for the advancement of learning, science, music, art, or 
 any one or more of said purposes, the terms and conditions and 
 scope of the said trust or trusts being prescribed, and the manner 
 in which the trustees shall be selected or appointed for the ad- 
 ministration of said trust or trusts being specified, and providing 
 that officers or representatives of the said city shall be some of 
 said trustees, and if such bequests, devises, or gifts shall have 
 been accepted by the city upon the terms imposed, it shall be 
 lawful to form a corporation, in the manner hereinafter provided, 
 for the management of said trust or trusts, either separately or 
 together, if there be in inconsistence in said trusts, with power 
 to confer degrees in art, pure and applied science, philosophy, 
 literature, painting, music, medicine, law, and theology, or any of 
 them."' 
 1835b. Application for Incorporation. 
 
 With the consent of the said city, evidenced by a resolu- 
 tion of its councils, the majority of said trustees, named or act- 
 
 (63) Goetz's Estate (No. i), (No. 2) and (No. 3). 236 Pa., 630-639. 
 
 (64) Goetz's Estate (No. 3), 236 Pa., 638 (1912). 
 
 (65) Sec. I, Act of April 26, 1911, P. L. 82. 
 
320 PRIVATK CORPORATIONS IN PENNSYLVANIA. 
 
 ing under the provisions of the instrument creating the trust or 
 trusts, may present a petition to the court of common pleas of the 
 county in which said city shall be situate, which shall set forth 
 the terms and provisions and conditions of such trust or trusts, 
 the fact of the acceptance thereof by the city, as evidenced by 
 the proper action of its councils, and, with such petition, the said 
 trustees shall file articles of association, in which articles of as- 
 sociation they shall certify : — 
 
 I. — The name under which such trust or trusts shall be incor- 
 porated. 
 
 2. — The purpose for which it is formed (which shall embody 
 the terms and provisions of the trust or trusts). 
 
 3. — The kind or kinds of degrees which the corporation shall 
 have power to confer. 
 
 4. — The amount of assets in the possession of said subscribers, 
 which are to be devoted to the establishing and conducting of 
 those branches of education in which the corporation shall have 
 power to confer degrees. 
 
 5. — The minimum number of persons whom it is intended to 
 regularly employ, as members of the faculty, in each branch of 
 education in which the corporation shall have power to confer 
 degrees. 
 
 6. — A brief statement of the requirements for admission, and 
 of the course of study to be pursued in each branch of educa- 
 tion in which the corporation shall have power to confer degrees. 
 
 7. — The place or places where its business is to be transacted. 
 
 8. — The term for which it is to exist. 
 
 g. — The names and residences of the trustees, and the manner 
 in which their successors are to be chosen or qualified. 
 
 10. — The officers of the said city, and the names of those filling 
 the offices at the time, who ex virtute officii are trustees, and the 
 manner of their appointment or selection by the proper body of 
 the city government. 
 
 II. — Such other provisions as may be necessary to carry out 
 the intent of the testator or donor. 
 
 The practice as to the execution, acknowledgement, and adver- 
 tisement of said petition and articles of association shall follow 
 the practice provided by the act to which this is a supplement, 
 relating to corporations of the first class."* 
 
 (66) Sec. 2, Act of April 26, 1911, P. L. 82. 
 
PRIVATS CORPORATIONS IN PBNNSYI,VANIA. 32 1 
 
 1835c. Action by Court. 
 
 The said petition and articles of association shall be presented 
 to a law judge of the said county, who is hereby required to 
 examine them, and, if they shall be found to be in proper form, 
 and shall appear lawful and not injurious to the community, he 
 shall endorse thereon these facts; and shall thereupon direct 
 the prothonotary or clerk of said court to transmit to the Super- 
 intendent of Public Instruction of the Commonwealth a certified 
 copy of said certificate of incorporation, together with the said 
 endorsements thereon.'^ 
 1835d. Action by College and University Council. 
 
 Upon the receipt of said certified copy of said certificate of 
 incorporation, the said Superintendent of Public Instruction 
 shall, within sixty days thereafter, cause the College and Uni- 
 versity Council of Pennsylvania to be convened, at such time and 
 place as he may designate ; and said council shall thereupon hear 
 and consider said application from an educational standpoint ; and 
 if the course of instruction and standard of admission and the 
 composition of the faculty shall appear to said council to be suffi- 
 cient, and the educational needs of the particular locality in which 
 the proposed institution is to be located and of the Commonwealth 
 at large are likely to be met by the granting of said application, 
 the said council shall thereupon cause to be endorsed upon said 
 petition or certificate its findings and its approval of the same, 
 together with a recommendation to the law judge or court 
 before whom the same was originally presented that the same 
 be granted. If in the judgment of the council the said applica- 
 tion should not be granted, it shall endorse thereon its findings 
 and its disapproval of the same, with a recommendation that said 
 application be refused. The said certified copy of said certificate 
 shall, with the endorsements thereon, thereupon be returned by 
 the said Superintendent of Public Instruction to the law judge or 
 court, who, in finally passing upon the petition, shall be guided 
 in his decree by the findings of said College and University 
 Council. In case the law judge, after giving his consideration 
 to the findings of said council, shall be satisfied with the pro- 
 priety of the application, in view of all the facts, he shall approve 
 the same; and order and decree that upon the recording of said 
 certificate, with the recommendation of said council and a copy of 
 
 (67) Sec. 3, Act of April 26, 1911, P. L. 82. 
 
322 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 said order of court, in the office of the recorder of deeds, et cetera, 
 of the county in which the business of the corporation is to be 
 transacted, the subscribers thereto and their associates and suc- 
 cessors shall be a corporation, for the purpose and upon the terms 
 therein stated; and henceforth the persons named therein and 
 subscribing the same, and their associates and successors, shall 
 be a corporation by the name therein given. In case of the dis- 
 approval of said application by the council, aforesaid, the pro- 
 posed charter shall not be granted."' 
 
 1835e. Visitation and Inspection — Bevocation of Power to Confer 
 Degrees. 
 
 All corporations chartered under the provisions of this act shall 
 be subject to visitation and inspection by representatives of the 
 said council ; and if any of them shall fail to keep up the standard 
 recited in its charter, in any of the branches of education in which 
 it has power to confer degrees, the court may, upon the recom- 
 mendation of the council, revoke the power to confer degrees in 
 that branch or branches of education in which the corporation 
 shall so fail."' 
 
 1835f. Matters in the Discretion of Court and Council. 
 
 Nothing in this act, or in any act of this Commonwealth now 
 in force, shall be construed as fixing an arbitrary standard by 
 which applications for charters under this act shall be measured, 
 either with respect to value of assets, number of faculty, or course 
 of instruction ; but such matters shall be within the discretion of 
 the law judge or court to whom petition is presented and the Col- 
 lege and University Council.'" 
 
 1835g. Corporate Powers. 
 
 Any corporation created under this act shall have perpetual 
 succession, by its corporate name, for the purposes mentioned in 
 its articles ; and, in addition to the power to confer degrees, as 
 provided in its articles, shall have general powers as follows : To 
 maintain and defend judicial proceedings, make and use a common 
 seal, and alter the same at pleasure; hold, purchase, sell, and 
 transfer such real and personal property as the purposes of the 
 corporation may require ; appoint and remove subordinate officers 
 
 (68) Sec. 4, Act of April 26, 1911, P. L. 82. 
 
 (69) Sec. S, Act of April 26, 191 1, P. L. 82. 
 
 (70) Sec. 6, Act of April 26, 1911, P. L. 82. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 323 
 
 and agents ; to enter into any obligation necessary for the transac- 
 tion of its affairs, and to make, and, from time to time, alter or 
 amend by-laws for the regulation of its affairs, not inconsistent 
 with its articles of association or the laws of this Common- 
 wealth.''^ 
 
 1855. Church Property to be Taken and Held Subject to Control of 
 the Lay Hembers Thereof Subject to the Bules of the Or- 
 ganization to Which the Church Belongs. 
 Whensoever any property, real or personal, other than funds 
 from plate, Christmas, and Easter collections, and annual volun- 
 tary contributions for salaries of clergy, teachers, organist and 
 sexton, shall hereafter be bequeathed, devised, or conveyed to 
 any ecclesiastical corporation, bishop, ecclesiastic, or other person, 
 for the use of any church, congregation, or religious society, for 
 religious worship or sepulture, or the maintenance of either, the 
 same shall be taken and held subject to the control and disposi- 
 tion of the lay members of such church, congregation, or reli- 
 gious society, or the control and disposition of such constituted of- 
 ficers or representatives thereof, as shall be composed of a ma- 
 jority of lay members, citizens of Pennsylvania, having a con- 
 trolling power according to the rules, regulations, usages, or cor- 
 porate requirements thereof, so far as consistent herewith, which 
 control and disposition shall be exercised in accordance with and 
 subject to the rules and regulations, usages, canons, discipline 
 and requirements of the religious body or organization to which 
 such church, congregation, or religious society shall belong : Pro- 
 vided, It shall be lawful for the majority of the male members, 
 of lawful age, of any unincorporated church, congregation, or 
 religious society, to choose for their trustee or trustees any other 
 person or persons than a layman; and, whenever not previously 
 declared, to declare the manner in which the title to their said 
 trust property shall be held and conveyed, subject, however, to 
 all the terms and conditions upon which the same may have been 
 bequeathed, devised, or conveyed to such unincorporated church, 
 congregation, or religious society; and, upon due proof of such 
 consent, any court having jurisdiction over trusts may direct the 
 legal title to be conveyed accordingly; but nothing herein con- 
 tained shall authorize the diversion of any property from the 
 purposes, uses, and trusts to which it may have been heretofore 
 
 (71) Sec. 7, Act of April 26, 1911, P. L. 82. 
 
324 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 lawfully dedicated, or to which it may hereafter, consistently 
 herewith, be lawfully dedicated: And provided, All charters 
 heretofore granted for any church, congregation, or religious 
 society, without incorporating therein the requirement that the 
 property, real and personal, of such corporation, shall be taken, 
 held, and enure subject to the control and disposition as herein 
 provided, but which are in other respects good and valid, and 
 shall be in all respects as good and valid, for all purposes, as if 
 the said requirement had been inserted therein when the said 
 charters were originally granted; and the title to all property, 
 real and personal, other than the funds above excepted, hereto- 
 fore bequeathed, devised, or conveyed to such church, congrega- 
 tion, or religious society, or which may have heretofore been 
 granted or conveyed by such corporation, shall be firm and stable 
 forever, with like effect as though the said requirements had 
 been contained in the charter of such corporation when the same 
 was originally granted: Provided, That all property, real and 
 personal, other than the funds above excepted, now held by such 
 existing corporation, shall enure, and be taken and held, subject 
 to the control and disposition as herein provided, with like effect 
 as though such provision had been inserted in the charter of such 
 corporation when originally granted, any other or different pro- 
 vision therein notwithstanding.'^ 
 
 1855a. Disposition of Property of Inactive and Extinct Churches. 
 
 When any individual church shall become inactive or extinct, 
 by reason of there being no resident or active trustees represent- 
 ing it, or otherwise, the court of common pleas of the county 
 wherein said church is located may appoint as trustees of said 
 church the trustees of the state body or organization representa- 
 tive of the denomination of which said church was a member, to 
 hold and dispose of the title to the property of said church'^ 
 
 Upon the presentation of a petition to the court of common 
 pleas of any county, or one of the judges thereof in vacation, by 
 any person a member of said church, or a member of the state 
 body or organization representative of the same denomination 
 
 (72) Act of May 20, 1913, P. L. 242, amending the Act of May i, 1907, 
 P. L. 132, which was an amendment to the Act of June 2, 1887, P. I,. 298, 
 which amended the Act of April 26, 1855. 
 
 (73) Sec. I, Act of June S, 1913. P- L- 435- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 325 
 
 in the state, of which said church was a. member; setting forth 
 that any individual church in said county has become inactive or 
 extinct, by reason of no active or resident trustees representing it, 
 or otherwise, and that its property is liable to be wasted or de- 
 stroyed; the said court, or a judge thereof during vacation, shall 
 grant a rule to show cause why the prayer of the petition shall 
 not be granted, and require a copy of the petition and rule to be 
 published for four successive weeks in at least one newspaper, of 
 the county where said church is located, of general circulation. 
 And upon full hearing of the matter shall make such order in the 
 case as shall be most likely to preserve the property of said 
 church, in the interests of the denomination within the state.'* 
 
 1858a. How the Acts of April 29, 1874, and June 30, 1883, May 
 be Cited. 
 
 The act, entitled "An act for the creation and regulation of 
 corporations," approved April twenty-ninth, one thousand eight 
 hundred and seventy-four shall hereafter be cited and known as 
 the Corporation Act of one thousand eight hundred and seventy- 
 four, and this act" shall be cited and known as the Corporation 
 Amendment Act of one thousand eight hundred and eighty- 
 three."' 
 
 1918a. Operation of Street Kailway Companies on Property of the 
 Commonwealth Under the Control of the Pennsylvania 
 Soldiers' Orphan School Commission. 
 
 The Pennsylvania Soldiers' Orphan School Commission is 
 hereby authorized and empowered, on behalf of the Common- 
 wealth, to sell and grant to railroad companies, duly incorpo- 
 rated under the laws of this Commonwealth, upon such terms 
 and for such price, and subject to such restrictions and regula- 
 tions as said commission may deem proper, the privilege to con- 
 struct, maintain, and operate their lines of railroad over, along, 
 and upon any lands now owned or hereafter to be acquired by 
 the Commonwealth for the purpose of Soldiers' Orphan Schools, 
 whenever in the judgment of the said commission, the interest 
 of the Commonwealth and such Soldiers' Orphan Schools shall 
 be benefitted thereby; and said commission is further hereby 
 authorized and empowered, on behalf of the Commonwealth, 
 
 (74) Sec. 2, Act of June 5, 1913, P. L. 435- 
 
 (75) The Act of June 13, 1883, P. L., 122, providing for the amendment 
 of charters. 
 
 (75*) Section 7, Act of June 13, 1883, P. L. 122. 
 
326 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 to make and deliver such conveyances as may be necessary to 
 vest in such railroad companies the rights of way over, along 
 and upon said lands.'"'** 
 
 1918b. Operation of Bailways on Grounds of Eastern Penna. State 
 Institution for the Feeble-Minded and Epileptic. 
 
 The Board of Trustees of the Eastern Pennsylvania State 
 Institution for the Feeble-Minded and Epileptic be, and they are 
 hereby, authorized, on behalf of and in the name of the Common- 
 wealth, to consent to the location, relocation, construction, recon- 
 struction, including the narrowing, elevating, depressing, grading, 
 ornamenting, or improving of any street railway, electric railway, 
 elevated railway, railway, subway, tunnel, railroad, or other 
 means of travel or transportation, within or upon the lands of 
 the said institution, upon such terms and conditions as the said 
 Board of Trustees may impose for the advantage of the said in- 
 stitution, with the approval of the Governor.'* 
 
 1932. Insurance Department Established. 
 
 There is hereby established a department, to be known as the 
 Insurance Department, which shall be charged with the execu- 
 tion of the laws of this Commonwealth in relation to insurance." 
 
 1933. Appointment of Insurance Commissioner — Term — Bond — Sal- 
 
 ary. 
 
 There shall be an Insurance Commissioner for the Common- 
 wealth, appointed by the Governor, with the advice and consent 
 of the Senate, who shall hold office for the term of four years 
 from the first Monday of May, until his successor is appointed 
 and qualified. He shall take and subscribe the oath of office 
 prescribed by the Constitution, and file the same in the office of 
 the Secretary of the Commonwealth; and shall give bond, with 
 sureties, in the sum of ten thousand dollars, to be approved by 
 the Secretary of the Commonwealth, for the faithful performance 
 of his duties ; and shall receive, in full compensation for his serv- 
 ices, an annual salary of seven thousand five hundred dollars.^' 
 
 (75**) Act of May 3, 1909, P. L. 400. 
 
 (76) Act of June 9, 191 1, P. L. 862. 
 
 (77) Sec. I, Act of June i, 1911, P. L. 607. 
 
 (78) Sec. 2, Act of June i, 191 1, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 327 
 
 1934. Deputy Insurance Commissioner — Employees. 
 
 The Commissioner shall, with the approval of the Governor, 
 appoint a Deputy Commissioner, who shall perform the duties 
 attached by law to the office of principal during the absence or 
 inability of his principal. The Commissioner may appoint in 
 his department such other employees as he is, from time to time, 
 authorized by law to have : Provided, That neither the Commis- 
 sioner, his deputy, actuary, examiners, nor any other employee, 
 shall be employed by or be pecuniarily interested in any insurance 
 company other than as a policyholder.^' 
 
 1935. Duties of Insurance Commissioner — Examinations — Access to 
 
 Books — Witnesses. 
 
 It shall be the duty of the Insurance Commissioner : — 
 First. — To see that all the laws of this Commonwealth respect- 
 ing insurance companies and the agents thereof are faithfully 
 executed; and for that purpose he is hereby given authority to 
 make examinations of insurance companies, home or foreign, 
 whenever he determines it to be necessary or expedient ; and also 
 to examine into the affairs of any corporation organized under 
 any law of this Commonwealth, or having an office in this Com- 
 monwealth, which corporation is engaged in, or is claiming or 
 advertising that it is engaged in, organizing or receiving sub- 
 scriptions for or disposing of stocks of, or in any manner aiding 
 or taking part in the formation or in the business of, an insurance 
 company or companies, either as agents or otherwise, or which 
 is holding the capital stock of one or more insurance companies, 
 for the purpose of controlling the management thereof as voting 
 trustees or otherwise ; and, for the purpose of such examinations, 
 he or his deputy, or his examiners, shall have free access to all the 
 books and papers of any such company which relate to its busi- 
 ness, and to the books and papers kept by any of its agents, and 
 may summon and administer the oath to, and examine as wit- 
 nesses, the directors, officers, agents, and trustees of any such 
 company, and any other person, relative to its affairs, transac- 
 tions, and condition.'" 
 
 (79) Sec. 3, Act of June I, 191 1, P. L. 607. 
 
 (80) Sec. 4, Act of June I, 1911, P. L. 607. 
 
328 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1936. Publication of Besults of Examinations— Suspension or Rev- 
 ocation of Certificates of Authority. 
 
 Second. — He shall publish the result of his examination of the 
 affairs of any company, whenever he deems it for the interest of 
 the policyholders so to do. He shall suspend the entire business 
 of any insurance company of this Commonwealth, and the busi- 
 ness within this Commonwealth of any insurance company of 
 another state, or foreign government, during its non-compliance 
 with any provision of law obligatory upon it, or whenever he 
 shall find that its assets are insufficient to justify its continuance 
 in business, by suspending or revoking its certificate of authority 
 granted by him. H upon examination, or other evidence ex- 
 hibited to him, he is of opinion that any insurance company, or 
 an officer or agent thereof, has violated any provision of the in- 
 surance laws, he shall report the facts to the Attorney General, 
 who, under the direction of the Insurance Commissioner, shall 
 take such legal action as the case may require.'^ 
 
 1937. Insolvent or Fraudulently Conducted Companies. 
 
 Third. — Whenever the Insurance Commissioner shall find that 
 any insurance company of this Commonwealth is insolvent or 
 fraudulently conducted, or that its assets are not sufficient for 
 carrying on the business of the same, or during any non-compli- 
 ance with the provisions of this act, he shall communicate the 
 facts to the Attorney General, whose duty it shall be, after hear- 
 ing, to apply to any court in this Commonwealth having jurisdic- 
 tion, or in vacation to any of the judges thereof, for an order 
 requiring the company to show cause why its business should not 
 be closed ; and the court or judge, as the case may be, shall hear 
 the allegations and proofs of the respective parties, or appoint 
 some suitable person as examiner to perform such duty, and 
 report upon the facts to said court or judge ; and if the said court 
 or judge shall find that such company is insolvent, or that the 
 interest of the public so require, the court or judge shall decree 
 a dissolution of the company and a distribution of its effects."' 
 
 1938. Certificates of Authority. 
 
 Fourth. — He shall furnish, when required for evidence in court, 
 certificates, under seal of the department, relative to the authority 
 
 (8i) Sec. 4, Act of June i, igii, P. L. 607. 
 (82) Sec. 4, Act of June i, 191 1, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 329 
 
 of a company, agent, or broker to transact business in this Com- 
 monwealth upon any particular date, and such certificates shall be 
 competent evidence thereof; and he shall at the request of any 
 person, and on payment of the fee, give certified copies of any 
 charter, statement, or record in his ofiice, whenever he deems it 
 not prejudicial to the public interest.'' 
 
 1939. Records of Commissioner — Annual Beport — Seal. 
 
 Fifth. — He shall preserve in a permanent form a full record 
 of his proceedings, and a concise statement of the condition of 
 each company or agency visited or examined. He shall make a 
 report annually, to be submitted to the Legislature at its biennial 
 sessions, showing the receipts and expenses of his department, 
 his official acts, the condition of companies doing business in this 
 Commonwealth, and such other information as will exhibit the 
 affairs of his department. He shall adopt, and renew from time 
 to time, a seal of office, an impression of which shall be filed in 
 the office of the Secretary of the Commonwealth.**"'" 
 
 1940. Begulatlon of Becords of Domestic Companies — Triennial Ex- 
 
 aminations — Examination of Eoreign Companies. 
 
 Sixth. — He shall require every domestic insurance company to 
 keep its books, records, accounts, and vouchers in such manner 
 that he or his authorized representatives may readily verify its 
 annual statements, and ascertain whether the company has com- 
 plied with the provisions of law; and he shall every three years 
 or oftener if he deems it to be prudent, personally, or by his 
 deputy, actuary, or examiners, visit each domestic insurance com- 
 pany and thoroughly inspect and examine its affairs, to ascertain 
 its financial condition and its ability to fulfill its obligations, 
 whether it has complied with the provisions of law, and any other 
 facts relating to its business methods and management, and the 
 equity of its dealings with its policyholders ; and he may in like 
 manner, when he determines it to be prudent for the protection 
 of policyholders in this Commonwealth, visit ai;d examine in 
 person, or by his deputy or examiners, any insurance company of 
 another state or foreign government applying for admission or 
 already admitted to do business in this Commonwealth." 
 
 (83) Sec. 4, Act of June i, 191 1, P. L. 607. 
 (84-85) Sec. 4, Act of June i, 191 1, P. L. 607. 
 (86) Sec. 4, Act of June i, 1911, P. L. 607. 
 32 
 
330 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 1941. Computation of Reserve Liability— Annuities. 
 
 Seventh. — He shall each year compute the reserve liability, as 
 of the thirty-first day of December of the preceding year, of 
 every company authorized to make insurance on lives in this 
 Commonwealth, in accordance with the rules following: — 
 
 A. — The net value of all outstanding policies of life insurance 
 in the company, issued prior to the first day of January, one 
 thousand eight hundred and ninety, shall be computed upon the 
 basis of the American experience table of mortality, with interest 
 at not less than four and one-half and not more than six per 
 centum per annum. 
 
 B. — The net value on the last day of December of all outstand- 
 ing policies, issued between the first day of January, one thousand 
 eight hundred and ninety, and the first day of January, one thou-, 
 sand nine hundred and three, on the combined experience or ac- 
 tuaries' table of mortality, with interest at four per centum per 
 annum. 
 
 C. — The net value on the last day of December of all outstand- 
 ing policies of life insurance, issued on and after the first day of 
 January nineteen hundred and three, on the American experience 
 table of mortality, with interest at three and one-half per centum 
 per annum. 
 
 The legal minimum standard for the valuation of annuities 
 issued after January one, one thousand nine hundred and twelve, 
 shall be McClintock's table of mortality among annuitants, with 
 interest at three and one-half per centum per annum ; but an- 
 nuities deferred ten or more years, and written in connection with 
 life or term insurance, shall be valued upon the same mortality 
 table from which the consideration or premiums were computed, 
 with interest not higher than three and one-half per centum per 
 annum : 
 
 Provided, however, That any such company may at any time 
 elect to reserve on the American experience table of mortality, 
 with a lower rate of interest; but at a rate, however, not less 
 than three per centum, and its policy obligations shall thereafter 
 be valued accordingly. 
 
 When the actual premiums charged for an insurance, granted 
 prior to the passage of this act, by any life insurance company 
 doing business in the Commonwealth, is less than the net premium 
 for such insurance, computed according to the table of mortality 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 33 1 
 
 and rate of interest prescribed in this act, such company shall be 
 charged, as a separate liability, with the value of an annuity the 
 amount of which shall equal the difference between such prem- 
 iums, and the term of which in years shall equal the number of 
 future annual payments due on such insurance at the date of the 
 valuation ; but it shall be unlawful subsequent to the passage of 
 this act for any such company to issue to a resident of this Com- 
 monwealth, or for a domestic company to issue to a non-resident, 
 any insurance for a premium less than that prescribed by the 
 table of mortality and rate of interest corresponding to the re- 
 serve value thereof : Provided, however, That the provisions of 
 this section for the valuation of policies and for premium rates 
 shall not apply to companies or associations transacting business 
 on the mutual assessment plan.'' 
 
 1942. Net Value of Policies. 
 
 Eighth. — The aggregate net value so ascertained of the policies 
 of any such company shall be deemed its reserve liability, to pro- 
 vide for which it shall hold funds in secure investments of an 
 amount equal to such net value, above all its other liabilities ; and 
 it shall be the duty of the Insurance Commissioner, after having 
 determined as above the net value of all the policies in force, to 
 see that the company has that amount in safe legal securities, 
 after all its other debts and claims against it have been provided 
 for. The net value of a policy, at any time, shall be taken to be 
 the single net premium which will, at that time, effect the insur- 
 ance, less the value at that time of the future net premiums called 
 for by the table of mortality and rate of interest designated.^' 
 
 1943. Acceptance of Valiiations of Commissioners of Other States. 
 
 Ninth. — He shall accept the valuations made by the Insurance 
 Commissioner of the state under whose authority a life insurance 
 company was organized, when such valuations are made on a 
 basis that will give values at least equal to the valuation above 
 defined, and when the Insurance Commissioner of the state, un- 
 der which the company was organized, accepts the valuation!) 
 made by him for the companies organized under the laws of this 
 Commonwealth : Provided, The company shall furnish him, on 
 or before the first day of March in each and every year, a cer- 
 
 (87) Sec. 4, Act of June i, 191 1, P. L. 607. 
 
 (88) Sec. 4, Act of June i, 1911, P. L. 607. 
 
332 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 tificate from the Insurance Commissioner of such state, setting 
 forth the value of all the policies in force in the company on the 
 previous thirty-first day of December; and any company failing 
 to furnish such certificate shall be required to make full detailed 
 list of policies to the Insurance Commissioner, and shall be lia- 
 ble for all charges and expenses consequent upon not having fur- 
 nished said certificate." 
 
 1944. Deficiency in Net Value— Notification not to Issue New Pol- 
 
 icies. 
 
 Whenever any life insurance company doing business in this 
 Commonwealth has not on hand the net value, as above defined, 
 of all policies in force, after all other debts and claims against it, 
 including fifty per centum of capital, have been provided for, the 
 Insurance Commissioner shall notify such company and its agents 
 to issue no new policies until its funds become equal to its lia- 
 bilities. No life insurance company, after notice as herein pro- 
 vided, shall issue new policies under its authority to do business 
 in this Commonwealth, until its funds have become equal to its 
 liabilities and it has obtained from the Insurance Commissioner a 
 certificate to that effect, with authority to resume business. When 
 a life insurance company organized under the laws of this Com- 
 monwealth has been notified to cease doing new business, the In- 
 surance Commissioner may, in case it appear from his examina- 
 tion that no fraud or gross incompetence or recklessness is shown 
 to exist in the management, permit the officers of the company 
 to continue in charge of its business for one year; and he may 
 renew the permission, if he is satisfied that the company is likely 
 to retrieve its affairs, or he may institute proceedings to determine 
 what further shall be done."" 
 
 1945. Belnsurance. 
 
 No insurance company or association organized under the laws 
 of this Commonwealth shall reinsure its risks, except by per- 
 mission of the Insurance Commissioner ; but may reinsure part of 
 any individual risk, provided such reinsurances covering risks 
 in this Commonwealth are reinsured in companies authorized to 
 transact business herein. No company which continues to do 
 
 (89) Sec. 4, Act of June i, 191 1, P. L. 607. 
 
 (90) Sec. S, Act of June i, 191 1, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 333 
 
 fire, marine or inland insurance shall be permitted to enter ihto 
 new contracts to insure lives in this Commonwealth.'^ 
 
 1046. Belnsurance Beserves. 
 
 In determining the liabilities upon its contracts of insurance of 
 any insurance company other than life insurance, and the amount 
 such company should hold as a reserve for reinsurance, he shall, 
 for casualty insurance companies, charge one-half of the pre- 
 mium on all annual policies written within one year, and on pol- 
 icies written for more than one year he shall charge one-half of 
 the current year's premiums, plus the whole of the premiums for 
 subsequent years. For fire insurance companies he shall charge 
 fifty per centum of the premiums written in their policies upon 
 all unexpired risks that have one year, or less than one year, to 
 run, and a pro rata of all premiums on risks having more than 
 one year to run ; on perpetual policies he shall charge the deposit 
 received, less a surrender charge of not exceeding ten per centum 
 thereof. From marine and inland risks he shall charge fifty per 
 centum of the premium written in the policy upon yearly risks, 
 and the full amount of the premium written in the policy upon all 
 other marine and inland risks not terminated."" 
 
 1047. Beserve Against Unpaid Losses of Casualty Companies. 
 
 He shall, in calculating the reserve against unpaid losses of 
 casualty companies, other than losses under liability policies, set 
 down by careful estimate in each case the loss likely to be in- 
 curred against every claim presented, or that may be presented in 
 pursuance of notice from the insured of the occurrence of an 
 event that may result in a loss ; and the sum of the items so esti- 
 mated shall be the total amount of the reserve ; except, in credit 
 insurance, fifty per centum of the premiums on all credit policies 
 expiring in the months of October, November, and December of 
 the current year, less the amount of losses paid on such policies, 
 shall, in addition thereto, be charged in the loss reserve."" 
 
 1048. Duties of Commissioner in Cases of Impaired Capital — Calls 
 
 on Stockliolders. 
 
 Having charged as a liability the reinsurance and loss reserves, 
 as above defined for insurance companies of this Commonwealth 
 
 (91) Sec. 6, Act of June i, 1911, P. L. 607. 
 
 (92) Sec. 7, Act of June I, 1911, P. L. 607. 
 
 (93) Sec. 8, Act of June i, igii, P. I<. 607. 
 
334 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Other than life, and adding thereto all other debts and claims 
 against the company, the Commissioner shall, in case he finds the 
 capital of the company impaired twenty per centum, give notice 
 to the company to make good the capital within sixty days. Any 
 company receiving notice as aforesaid shall immediately call upon 
 its stockholders for such amounts as will restore its capital to the 
 amount fixed by its charter ; and in case any stockholder neglects 
 or refuses to pay the amount called for, after notice personally 
 given or by advertisement, at such time and in such manner as 
 the Commissioner shall approve, the company shall require the 
 return of the original certificate of stock held by such stock- 
 holder, and, in lieu thereof, issue new certificates in the propor- 
 tion that the ascertained value of the assets of the company may, 
 as determined by the Commissioner, bear to the original capital, 
 the company paying for any fractional parts of shares. The 
 directors may create new stock and issue certificates therefor, and 
 dispose of the same at not less than par, for an amount sufficient 
 to make up the original capital. Or the Commissioner may, in 
 his discretion, permit the company to reduce its capital and the 
 par value of its shares in proportion to the extent of the impair- 
 ment; but the capital shall at no time be reduced to an amount 
 less than that required by law for the organization of any such 
 company : Provided, That in fixing such reduced capital, not 
 more than twenty per centum of the original capital shall be 
 deducted from the assets on hand, to be retained as surplus 
 funds ; nor shall any part of the assets be distributed to stock- 
 holders.** 
 
 1949. Bequirements as to Admission to do Business of Foreign 
 Companies — Appointment of Commissioner as Attorney — 
 Service of Process. 
 
 No insurance company of any other state or foreign govern- 
 ment shall be admitted and authorized to do business until : — 
 
 First. — It has filed with the Insurance Commissioner a certi- 
 fied copy of its charter or deed of settlement, a statement of its 
 financial condition and business, signed and sworn to by its 
 proper officers, and copies of forms of all policies it proposes to 
 issue in this Commonwealth. 
 
 Second. — It has satisfied the Insurance Commissioner that it is 
 fully and legally organized under the laws of its state or govern- 
 
 (94) Sec. 9, Act of June i, 191 1, P. I<. 607. 
 
PRIVATE CORPORATIONS IN PENNSYI<VANIA. 335 
 
 ment to do the business it proposes to transact. That it has, if a 
 stock company, the requisite amount of capital, fully paid up and 
 unimpaired. 
 
 Third. — It shall, by a duly executed instrument filed in his 
 office, constitute and appoint the Insurance Commissioner or his 
 successor its true and lawful attorney, upon whom all lawful 
 processes in any action, rule, order, or legal proceeding against it 
 may be served; and therein shall agree that any lawful process 
 against it, which may be served upon him as its said attorney, 
 shall be of the same force and validity as if served on the com- 
 pany, and that the authority thereof shall continue in force, ir- 
 revocable, so long as any liability of the company remains out- 
 standing in this Commonwealth. The service of such process 
 shall be made by leaving the same, in duplicate, in the hands or 
 office of the Commissioner — one copy, certified by the Commis- 
 sioner as having been served upon him, shall be deemed sufficient 
 evidence thereof, and service upon such attorney shall be deemed 
 valid service upon the company.''^ 
 
 1950. Commissioner to Forward Copy of Process to Poreign Com- 
 pany — Pee. 
 
 When legal process is served upon him as attorney for a for- 
 eign company, he shall forthwith forward one of the duplicate 
 copies of the process served on him to its secretary, or, in the 
 case of a company of a foreign country, to its resident manager 
 in the United States. As a condition of valid and effective serv- 
 ice, and of the duty of the Commissioner in the premises, the 
 plaintiff in each such process shall pay to the Commissioner, at 
 the time of service thereof, the sum of two dollars, which the 
 said plaintiff shall recover as taxable costs in the case if he pre- 
 vails in the suit. The Commissioner shall keep a record of all 
 such processes, which shall show the day and hour of service.'" 
 
 1051. XTnlawful to Contract or Negotiate Insurance Without Com- 
 pliance with this Act. 
 
 It shall be unlawful for any person, company, or corporation 
 to negotiate or solicit within this Commonwealth any contract of 
 insurance or suretyship, or to effect the same, or to receive and 
 transmit any offer or offers of insurance, or receive or deliver a 
 
 (qS) Sec. 10, Act of June i, igri, P. L. 607. 
 (96^ Sec. II, Act of June I, 1911, P. L. 607. 
 
33^ PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 policy or policies of insurance, or in any manner to aid in the 
 transaction of the business of insurance, without fully comply- 
 ing with the provisions of this act." 
 
 1952. Certificates of Authority. 
 
 The Insurance Commissioner shall issue certificates of author- 
 ity to insurance companies of other states and foreign govern- 
 ments and their agents, and to the agents of Pennsylvania com- 
 panies, and he may renew the certificate of authority of any 
 mutual assessment life or accident association and its agents, 
 which is now lawfully doing business in this Commonwealth, be- 
 ginning on the first day of April of each year, and continuing in 
 force for one year unless sooner revoked by him; and any cer- 
 tificates issued after April first shall expire on the thirty-first day 
 of March succeeding. Before granting certificates of authority 
 to an insurance company to issue policies or make contracts of 
 insurance he shall be satisfied, by such examination as he may 
 make and such evidence as he may require, that such company is 
 qualified under the laws of this Commonwealth to transact busi- 
 ness herein.'* 
 
 1953. Certification to Commissioner of Names of Agents— Certifi- 
 
 cates to Agents. 
 
 Companies to which certificates of authority are issued, shall, 
 from time to time, certify to the Insurance Commissioner the 
 names of all agents appointed by them to solicit risks in this 
 Commonwealth. Such agents may be either individuals, copart- 
 nerships, or corporations. No agent shall transact any business 
 until a certificate has been procured from the Commissioner, 
 showing that the company has complied with the requirements of 
 law, and that the person, copartnership, or corporation named in 
 said certificate has been duly appointed as its agent. No license 
 shall be issued to a corporation unless by its charter it is author- 
 ized to engage in the insurance or real estate business. 
 
 When a license is issued to a copartnership or corporation, 
 every officer of the corporation and each director thereof who 
 engages in the business of soliciting insurance, and each member 
 of the copartnership, shall be required to have an individual li- 
 cense; but no additional fee shall be exacted for issuing the li- 
 cense to the corporation or copartnership. 
 
 (97) Sec. 12, Act of June I, 191 1, P. L. 607. 
 
 (98) Sec. 13, Act of June i, igii, P. I,. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 337 
 
 Certificates to agents of life insurance companies, other than 
 industrial agents collecting premiums on the weekly or monthly 
 plan, shall be issued upon written application; which application 
 shall be approved and countersigned by the company to be repre- 
 sented, and shall be upon a form prescribed by the Commissioner, 
 and which shall give such information as he may require. The 
 Commissioner may refuse to issue a certificate to any agent, or to 
 renew the same; or he may suspend or revoke any certificate 
 when it shall appear to his satisfaction that the applicant for a 
 certificate, or the agent holding a certificate, has, by misconduct 
 or by misappropriation of collected premiums, or by misrepre- 
 sentation, or incomplete or misleading comparison of policies, 
 oral, written or otherwise, for the purpose of inducing or tending 
 to induce a policyholder in any company to lapse, forfeit or sur- 
 render his insurance therein, and to take out a policy of insurance 
 in another company insuring against similar risks, or otherwise, 
 proved to be unfit to hold such certificate. When a certificate 
 shall be refused or suspended or revoked the party aggrieved 
 may appeal to the court of common pleas of Dauphin county."' 
 
 1954. Annual Reports to Commissioner. 
 
 Every insurance company shall annually, on or before the first 
 day of March, file in the office of the Insurance Commissioner a 
 statement which shall exhibit its financial condition on the thirty- 
 first day of December of the previous year, and its business of 
 that year. The Commissioner shall annually furnish to each of 
 the insurance companies authorized to do business in this Com- 
 monwealth blanks, in such form as he may adopt, for their an- 
 nual statements; and he may make such changes, from time to 
 time, in the form of the same as shall seem to him best adapted 
 to elicit from them a true exhibit of their financial condition: 
 Provided, That insurance companies of foreign governments, do- 
 ing business in this Commonwealth, shall be required to return 
 only the business done in the United States, and the assets held 
 by and for it within the United States for the protection of policy- 
 holders therein. Any company which neglects to make and file 
 its annual statement in the form or within the time herein pro- 
 vided shall forfeit one hundred dollars for each day during which 
 such neglect continues, and, upon notice by the Commissioner, 
 
 (99) Sec. I, Act of July 24, 1913, P. L. 997, amending Sec. 14, Act of 
 June I, 191 1, P. L. 607. 
 
338 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 its authority to do new business shall cease while such default 
 continues. For wilfully making a false annual or other statement 
 required by law, an insurance company, and the persons making 
 oath to or subscribing the same, shall severally be punished by a 
 fine of not less than five hundred dollars, nor more than five 
 thousand dollars. A person who wilfully makes oath to such 
 false statement shall be guilty of perjury.^"" 
 
 1955. Reports of Amounts of Premiums— State Tax on Gross Pre- 
 miums. 
 
 Every insurance company or association of another state or 
 foreign government, authorized to do business in this Common- 
 wealth, shall make report to the Insurance Commissioner, on or 
 before March first of each year, under oath of its president or 
 secretary, showing the entire amount of premiums of every char- 
 acter and description received from business transacted in the 
 Commonwealth during the year, or fraction of year, ending with 
 the thirty-first day of December preceding, whether said pre- 
 miums were received in money or in the form of notes, credits, or 
 any other substitute for money, or whether the same were col- 
 lected in this Commonwealth or elsewhere, and pay into the State 
 Treasury the requisite tax upon all such premiums: Provided, 
 That companies, in making such report, may deduct from the 
 gross premiums received all premiums returned on policies can- 
 celled or not taken, and all premiums actually paid for reinsur- 
 ances, where the same are effected in companies duly licensed to 
 do business in this Commonwealth.^ 
 
 1056. Definition of "Agent"— Penalty for Acting as Agent With- 
 out Authority. 
 
 An agent is an individual, copartnership or corporation, author- 
 ized in writing by a company — 
 
 (a) To solicit risks and collect premiums, and to issue or 
 countersign policies in its behalf ; or 
 
 (b) To solicit risks and collect premiums in its behalf. 
 
 No individual, copartnership, or corporation shall act as agent 
 of any insurance company, transacting business in this Common- 
 wealth, until a certificate has been issued by the Commissioner, 
 stating that the company has complied with the requirements of 
 
 (lOo) Sec. IS, Act of June I, 1911, P. L. 607. 
 (i) Sec. 16, Act of June I, 191 1, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 339 
 
 this act, and that the individual, copartnership or corporation 
 named therein has been duly appointed its agent. 
 
 Any individual, copartnership, or corporation transacting busi- 
 ness within this Commonwealth as the agent of an insurance 
 company, without a certificate as required by this act, shall be 
 guilty of a misdemeanor, and upon conviction thereof shall be 
 sentenced to pay a fine of five hundred dollars.'' 
 
 1957. Personal Liability of Agent. 
 
 An insurance agent shall be personally liable on all contracts 
 of insurance or suretyship unlawfully made by or through him, 
 directly or indirectly, for or in behalf of any company or asso- 
 ciation not authorized to do business in this Commonwealth. Any 
 person soliciting risks, forwarding premiums, or countersigning 
 or delivering policies, shall be deemed to be the agent of the 
 company within the meaning of this section.' 
 
 1958. Definition of "Insurance Broker." 
 
 An insurance broker is a person, not an officer or agent of the 
 company interested, who, for compensation, acts or aids in any 
 manner in obtaining insurance for a person other than himself.* 
 
 1959. Licensing of Insurance Brokers. 
 
 The Insurance Commissioner may issue to any suitable person 
 a license to act as an insurance broker, to negotiate contracts of 
 insurance or reinsurance, or place risks, or eflfect insurance or 
 reinsurance with any insurance company, other than a life insur- 
 ance company, established in this Commonwealth, or its agents ; 
 and with the authorized agents of any insurance company, other 
 than a life insurance company, of another state or foreign gov- 
 ernment, duly admitted to do business in this Commonwealth: 
 Provided, That before any license is issued under this section, 
 the person, firm, or corporation desiring the license shall make 
 application in writing to the Insurance Commissioner, upon 
 blanks furnished by him for that purpose, and answer such inter- 
 rogatories as he may require, and when he shall be satisfied that 
 the applicant is trustworthy and competent to transact business. 
 A broker's license shall remain in force for one year, unless re- 
 
 (2) Sec. 2, Act of July 24, 1913, P. L. 997, amending Sec. 17, Act of 
 June 1, igii, P. L. 607. 
 
 (3) Sec. 18, Act of June i, 1911, P. L. 607. 
 
 (4) Sec. 19, Act of June i, 1911, P. L. 607. 
 
340 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 voked by the Commissioner for cause. When revoked, the Com- 
 missioner shall publish the fact in such manner as he determines 
 proper for the protection of the public. Broker's licenses may be 
 issued to a duly organized insurance firm or an incorporated 
 insurance or real estate agency company." 
 
 1960. Feualty for Acting as an Insurance Broker Without a Li- 
 
 cense. 
 Any person, firm, or corporation transacting business as an 
 insurance broker, within this Commonwealth, without a license, 
 as aforesaid, shall be deemed guilty of a misdemeanor, and upon 
 conviction thereof shall pay a fine of three hundred dollars ; and 
 any company, or the agent of any company, paying, allowing, or 
 giving any compensation or commission to any person, firm, or 
 corporation transacting business as an insurance broker without 
 a license as aforesaid, shall be guilty of a misdemeanor, and upon 
 conviction thereof shall pay a fine of one hundred dollars.* 
 
 1961. Solicitors of Insurance are Agents. 
 
 A person, not a duly licensed insurance broker, who for com- 
 pensation solicits insurance on behalf of any insurance company, 
 or transmits for a person other than himself an application for or 
 a policy of insurance to or from such company, or offers or as- 
 sumes to act in the negotiation of such insurance, shall be an 
 insurance agent within the intent of this act, and shall thereby 
 become liable to all the duties, requirements, liabilities, and penal- 
 ties to which an agent of such company is subject.' 
 
 1962. Embezzlement by Agent or Broker. 
 
 An insurance agent or broker who acts in negotiating a con- 
 tract of insurance for an insurance company lawfully doing busi- 
 ness in this Commonwealth, and who embezzles or fraudulently 
 converts to his own use, or, with intent to use or embezzle, takes, 
 secretes, or otherwise disposes of, or fraudulently withholds, ap- 
 propriates, lends, invests, or otherwise uses or applies, any money 
 or substitutes for money received by him as such agent or brok- 
 er, contrary to the instructions or without the consent of the com- 
 pany for or on account of which the same was received by him, 
 shall be deemed guilty of larceny.* 
 
 (5) Sec. 20, Act of June i, 1911, P. L. 607. 
 
 (6) Sec. 21, Act of June I, 191 1, P. L. 607. 
 
 (8) Sec. 22, Act of June i, 191 1, P. L. 607. 
 
 (9) Sec. 33, Act of June i, 1911, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 34I 
 
 1963. Penalty for the Doing: of Business by a Company Without a 
 
 Certificate of Authority. 
 
 Any insurance company or association doing an insurance or 
 surety business within this Commonwealth, without a certificate 
 of authority as required by this act, shall forfeit and pay to the 
 Commonwealth the sum of five hundred dollars for each month 
 or fraction thereof in which such illegal business was trans- 
 acted. Any person negotiating or soliciting any contracts of in- 
 surance or suretyship in this Commonwealth, collecting and for- 
 warding premiums or delivering policies, for any company or 
 association to which a certificate of authority has not been grant- 
 ed, shall be deemed to be the agent of the company or association 
 in any legal proceedings brought against it.^° 
 
 1964. Penalty for Doing Business by a Company Which Has Kot 
 
 Uade the Insurance Commissioner Its Attorney. 
 
 Any person, acting for himself or for others, not having been 
 specially and lawfully licensed so to do, who solicits or procures, 
 or aids in the solicitation or procurement, of policies or certifi- 
 cates of insurance from, or adjusts losses or in any manner aids 
 in the transaction of any business for, any foreign insurance cor- 
 poration, or any association, partnership, or association of indi- 
 viduals, which has not executed and filed in the office of the In- 
 surance Commissioner a written appointment of the Commission- 
 er to be the true and lawful attorney of such corporation in and 
 for this state, upon whom all lawful process in any action or pro- 
 ceeding against the corporation may be served, is guilty of a mis- 
 demeanor, and upon conviction shall be sentenced to pay a fine 
 of not less than three hundred dollars and not more than one 
 thousand dollars." 
 
 1965. Penalty for Acting for an Unauthorized Foreig^n Company. 
 
 Any person or persons, or any agent, officer or member of 
 any insurance firm or corporation, within this Commonwealth, 
 except as hereinafter provided, paying or receiving or forward- 
 ing any premiums, applications for insurance, or in any manner 
 securing, helping, or aiding in the placing of any insurance or ef- 
 fecting any contracts of insurance upon property within this 
 Commonwealth, directly or indirectly, with any insurance com- 
 
 (10) Sec. 24, Act of June i, 1911, P. L. 607. 
 
 (11) Sec. 25, Act of June I, 1911, P. L. 607. 
 
342 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 pany, association, or person not of this Commonwealth, and 
 which has not been authorized to do business in this Common- 
 wealth; and any person, company, or corporation, in this Com- 
 monwealth, procuring, receiving, or forwarding applicants for 
 insurances or suretyship in, or isuing or delivering policies for, 
 any company or association not authorized to do business in this 
 Commonwealth, for any other than himself ; shall be guilty of a 
 misdemeanor, and upon conviction shall be sentenced to pay a 
 fine of not less than three hundred dollars nor more than one 
 thousand dollars, and, upon conviction of a second offense, shall 
 be sentenced to pay a like fine and undergo imprisonment not 
 exceeding one year, or either or both, at the discretion of the 
 court.^^ 
 
 1966. Licenses to Brokers to Act for Unauthorized Companies. 
 
 The Insurance Commissioner may issue a license, revocable at 
 any time, permitting the person, firm, or corporation named 
 therein to act as a broker to procure for his or their clients pol- 
 icies of fire or marine insurance from companies or associations 
 not authorized to do business in this Commonwealth. Before any 
 fire or marine insurance shall be procured under or by virtue of 
 said license, there shall be executed and filed with the Insurance 
 Commissioner by the licensed broker, and also by the party de- 
 siring the insurance, an affidavit which shall have force and ef- 
 fect for one year only from date thereof, setting forth that the 
 party desiring insurance is, after diligent effort, unable to procure 
 the amount required to protect the property owned or controlled, 
 or entrusted to him, from fire or marine insurance companies, — 
 mutual insurance companies or associations excepted, — duly au- 
 thorized to transact business in this Commonwealth. The li- 
 censed broker procuring or delivering policies in such unauthor- 
 ized companies or associations shall keep a separate account 
 thereof, open at all times, without notice, to the inspection of the 
 Insurance Commissioner, showing the exact amount of insur- 
 ance placed, giving the name of the insured, the location of the 
 insured property, the gross premium mentioned in the policy, the 
 name of the corporation, person, partnership, or association is- 
 suing the contract, and the number, date, and term of the policy. 
 Each policy shall have written or printed on the outside of it the 
 name of the licensed broker who obtained the same and intro- 
 
 (12) Sec. 26, Act of June i, 1911, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 343 
 
 duced it into the Commonwealth, and after his name shall appear 
 the words, "licensed excess insurance broker." Provided, That 
 nothing in this section shall be so construed as giving any such 
 licensed broker authority to act as agent for, or to in any way 
 represent, any such unlicensed company or association in this 
 Commonwealth.^' 
 
 Each party receiving such license shall, before transacting any 
 business thereunder, execute and deliver to the Insurance Com- 
 missioner a bond, in the penal sum of one thousand dollars, with 
 such sureties as the Commissioner may approve, conditioned that 
 said broker will faithfully comply with all requirements of the 
 preceding section of this act, and will pay to the Insurance Com- 
 missioner, in January of each year, a tax of three per centum 
 upon the gross premiums named in the policies delivered to the 
 policyholders and upon all policies procured by him, in accord- 
 ance with the preceding section, during the year. Deduction 
 shall be allowed for net premiums returned on policies cancelled. 
 In default of payment of the tax, as herein provided, before the 
 thirtieth day of January of each year, the Insurance Commis- 
 sioner shall demand a statement, under oath, from the broker; 
 and, failing to obtain the same, it shall be his duty to proceed 
 against him, in the same manner as though he had acted without 
 a license.^* 
 
 1967. Fees to be Collected by the Insurance Commissioner — Local 
 Taxation of Insurance Companies and Their Agents and 
 Insurance Brokers Forbidden. 
 
 The Insurance Commissioner shall collect, and pay into the 
 State Treasury daily, for the purpose of defraying the expenses 
 of enforcing this act, charges and fees as follows : For valuation 
 of life policies, not exceeding one cent for each thousand dollars 
 of insurance valued ; for filing copy of charter, twenty-five dol- 
 ars ; for filing annual or other statements, twenty dollars ; for 
 license to company, or certified copy or duplicate thereof, two 
 dollars ; for license as excess insurance broker, one hundred dol- 
 lars ; for license as insurance broker, ten dollars for an individual, 
 and twenty-five dollars for a firm or corporation ; for licenses as 
 the agent of any company not incorporated under the laws of 
 Pennsylvania, two dollars ; for each copy of any paper filed in the 
 
 (13) Sec. 27, Act of June i, 1911, P. L. 607. 
 
 (14) Sec. 28, Act of June i, 1911, P. L. 607. 
 
344 PKIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 department, twenty cents per folio, and one dollar for certifying 
 the same; for any other certificate required, except licenses for 
 agents of domestic companies, two dollars ; for service of process, 
 two dollars. It shall be unlawful for any city, county, or munici- 
 pality to impose or collect any license-fee or tax upon insurance 
 companies or their agents, or insurance brokers, authorized to 
 transact business under this act.^"* 
 
 1968. Imposition of Taxes, Licenses, Etc., on Foreign Companies 
 
 Equal to Those Imposed by Other States in Excess of Those 
 Imposed in Pennsylvania. 
 
 If, by the laws of any other state, any taxes, fines, penalties, 
 licenses, fees, or other obligations or prohibitions, additional to 
 or in excess of those imposed by the laws of this Commonwealth 
 upon insurance companies of other states and their agents, are 
 imposed on insurance companies of this Commonwealth and their 
 agents doing business in such state, like obligations and prohibi- 
 tions shall be imposed upon all insurance companies of such state 
 doing business in this Commonwealth, so long as such laws re- 
 main in force.^^ 
 
 1969. Collection of Taxes, Pines and Penalties. 
 
 The taxes, fines, and penalties provided in this act shall in case 
 of non-payment after notice from the Commissioner, be collected 
 as taxes upon corporations or individuals are now collected by 
 law ; and for this purpose the Insurance Commissioner shall have 
 all the powers now conferred by law upon the Auditor General in 
 the settlement of accounts; subject, however, to the approval of 
 the State Treasurer, and to the right of appeal as in other cases. '^ 
 
 1970. Exemptions from and Exceptions to the Operation of the 
 
 Act. 
 The provisions of this act shall apply to all companies or asso- 
 ciations transacting any class of insurance business ; but they shall 
 not be applicable to fraternal benefit societies, orders, or asso- 
 ciations having a lodge system, with ritualistic form or work 
 and representative form of government ; or to beneficial and re- 
 lief associations formed by churches, societies, classes, firms, or 
 corporations, with or without ritualistic form of work, the privi- 
 
 (iS) Sec. 29, Act of June i, 1911, P. L- 607. 
 
 (16) Sec. 30, Act of June i, 191 1, P. L. 607. 
 
 (17) Sec. 31, Act of June i, 1911, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 345 
 
 leges and membership in which are confined to the members of 
 such churches, societies, or classes, and to members and em- 
 ployees of such firms or corporations ; nor shall they apply, ex- 
 cepting the second, third and sixth paragraphs of the third sec- 
 tion, and the fifteenth section hereof, to insurance companies of 
 this Commonwealth, organized and conducted on the purely 
 mutual plan, with unlimited liability, or with premium notes only 
 as the basis of security; but such mutual insurance companies 
 shall be required, at all times, to answer such interrogatories as 
 the Commissioner may require in order to ascertain their true 
 character and condition.^* 
 
 1071. Acts Repealed. 
 
 The act of April fourth, eighteen hundred and seventy-three, 
 entitled "An act to establish an Insurance Department," the Act 
 of April twenty-second, eighteen hundred and seventy-four, en- 
 titled "An act to prohibit foreign corporations from doing busi- 
 ness in Pennsylvania, without having known places of business 
 and authorized agents," in so far as it applies to insurance com- 
 panies; the Act of June twentieth, eighteen hundred and eighty- 
 three, entitled "An act amending an act, entitled 'An act to es- 
 tablish an Insurance Department ;' " the Act of May ninth, 
 eighteen hundred and eighty-nine, entitled "An act to provide 
 for the valuation of life insurance policies;" the Act of March 
 nineteenth, nineteen hundred and three, entitled "An act to pro- 
 vide for the valuation of life insurance policies ;" the Act of April 
 twenty-second, nineteen hundred and nine, entitled "An act re- 
 lating to the service of legal process upon foreign insurance com- 
 panies;" the Act of June seventh, nineteen hundred and seven, 
 entitled "An act to amend a supplement to an act, entitled 'An 
 act to establish an Insurance Department,' " and all other acts, 
 or parts of acts, inconsistent herewith, be and the same are here- 
 by repealed." 
 
 1972. Construction, of Act. 
 
 The provisions of this act so far as they are the same as those 
 of existing laws shall be construed as a continuation of such 
 laws, and not as new enactments*; and the repeal by this act of 
 any provision of law shall not revive any law heretofore repealed 
 
 (18) Sec. 32, Act of June i, 191 1, P. L. 607. , 
 
 (19) Sec. 33, Act of June i, 1911, P. L. 607. 
 
 23 
 
346 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 or superseded. It shall not affect any act done, liability incurred, 
 or any right accrued and established, or any suit or prosecution, 
 civil or criminal, pending or to be instituted, to enforce any 
 right or penalty or punish any offense under the authority of the 
 repealed laws; and any person who, at the time when said re- 
 peal takes effect, holds office under any of the laws repealed, shall 
 continue to hold such office according to the tenure thereof.^" 
 
 1973. Incorporation of Pire and Marine Insurance Companies. 
 
 Any ten or more natural persons, citizens of this Common- 
 wealth, may associate in accordance with the provisions of this 
 act and form an incorporated company for the following pur- 
 poses : — 
 
 For making insurances — 
 
 (a.) On dwelling houses, stores, and all kinds of buildings, 
 and household furniture, and other property, against loss or 
 damage by fire, lightning, and explosion, whether fire ensue or 
 not, tornadoes, wind-storms, earthquakes, hail or snow, and 
 against loss or damage by water to any goods or premises, aris- 
 ing from the breakage or leakage of sprinklers, pumps, or other 
 apparatus erected for extinguishing fires, and of water-pipes, 
 and against accidental injury to such sprinklers, pumps, or other 
 apparatus, and also from the use and occupancy of any building, 
 plant, or manufacturing establishment when caused by fire; and 
 to effect reinsurance of any risk taken by it ; and, 
 
 (b.) Upon vessels, boats, cargoes, goods, merchandise, freight, 
 and other property, against loss or damage by all or any of the 
 risks of lake, river, canal, and inland navigation and transporta- 
 tion; including insurance upon automobiles whether stationary 
 or being operated under their own power, which shall include 
 all or any of the hazards of fire, explosion, transportation, col- 
 lision, and loss in transit, by burglary or theft, or both, but shall 
 not include insurances against loss by reason of bodily injury 
 to the person ; and to effect reinsurance of any risk taken by it ; 
 and, 
 
 (c.) Upon vessels, freight, goods, wares, merchandise, specie, 
 bullion, jewels, profits, commissions, banknotes, bills of exchange, 
 and other evidence of debt, bottomry and respondentia interests, 
 and every insurance appertaining to or connected with marine 
 
 (20) Sec. 34, Act of June i, 1911, P. L. 607. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 347 
 
 risks, and risks of transportation and navigation; and to effect 
 reinsurance of any risk taken by it.'^ 
 
 1974. Articles of Association. 
 
 Such persons shall associate by articles of agreement in writ- 
 ing, for the purpose of forming an insurance company, which 
 agreement shall specify: 
 
 (a.) The name by which the company shall be known. 
 
 (b.) The class of insurance for the transaction of which it is 
 constituted. 
 
 (c.) The plan or principle upon which the business is to be 
 conducted. 
 
 (d.) The place in which it is to be established or located. 
 
 (e.) The amount of its capital. 
 
 (f.) The general objects of the company. 
 
 (g.) The proposed duration of the company. 
 
 (h.) The powers it proposes to have and exercise. 
 
 Any name not previously in use by any existing company may 
 be adopted, but such name must clearly designate the objects and 
 purposes of the company. The Insurance Commissioner may re- 
 ject any name or title, when, in his judgment, it too closely re- 
 sembles that of any existing company, or is likely to confuse 
 or mislead the public.^^ 
 
 1975. Selection of Officers — Subscription Books. 
 
 The subscribers to said articles of agreement shall choose from 
 their number a president, a secretary, a treasurer, and such 
 number of directors, not less than five, as they may deem ad- 
 visable, who shall continue in office until the first annual meet- 
 ing of the stockholders, and until their successors are duly chosen 
 and qualified as hereinafter provided. The subscribers shall open 
 books for the subscription of stock in the company, at such times 
 and places as they shall deem convenient and proper, and shall 
 keep the same open until the full amount of stock specified in the 
 articles of agreement is subscribed.^' 
 
 1976. Shares of Stock in Joint-Stock Companies— Forfeiture of 
 
 Partial Payments. 
 The capital of a joint company shall be divided into shares of 
 not less than ten dollars each ; payment of which shall be made 
 
 (21) Sec. I, Act of June i, 191 1, P. L. 559- 
 
 (22) Sec. 2, Act of June i, 1911, P. L. 559- 
 
 (23) Sec. 3, Act of June i, 1911, P. L. 559. 
 
348 PRIVATB CORPORATIONS IN PENNSYLVANIA. 
 
 in lawful money, ten per centum on each share at the time of 
 subscribing, and the balance at such times as the company may 
 direct, not exceeding nine months from the time of subscription ; 
 and the company may prescribe such rules with regard to for- 
 feiture of partial payments on subscriptions as they may deem 
 advisable, which rules shall be binding upon subscribers, provided 
 they are made known at the time of subscription.'* 
 
 1977. Certificate to Commissioner of Insurance. 
 
 Whenever one-half of the capital mentioned in said articles of 
 agreement shall have been subscribed, and twenty per centum on 
 each share paid into the hands of the treasurer of the company, 
 the president, treasurer, and a majority of the directors, shall, 
 under their respective oaths or affirmations, make a certificate 
 to the Insurance Commissioner ; stating the number and par value 
 of the shares of stock in said company, the names and residences 
 of the subscribers, the number of shares subscribed by each, the 
 amount paid in on each share, the amount of money in the hands 
 of the treasurer on account of such payments, and where the 
 same is deposited. ^^ 
 
 1978. Acknowledgment of Articles of Association — Approval There- 
 
 of — Letters Patent. 
 
 The subscribers to said articles of agreement shall acknowledge 
 the same before some person empowered to receive acknowledg- 
 ments of deeds, and forward the same, in duplicate, to the Insur- 
 ance Commissioner, who shall, in case he approves of the title 
 of the proposed company, certify in duplicate that all of the re- 
 quirements of this act in relation to the incorporation of insurance 
 companies have been complied with, and submit said articles of 
 agreement, certified in duplicate as aforesaid, to the Attorney 
 General, for examination ; and if found by him to be in accord- 
 ance with the provisions of this act, and not inconsistent with the 
 Constitution of this Commonwealth and of the United States, he 
 shall certify the same, in duplicate, to the Governor, with his ap- 
 proval endorsed thereon. Upon receipt of such articles of agree- 
 ment, certified as aforesaid, the Governor shall, in case he ap- 
 proves the same, endorse his approval thereon in duplicate, and 
 cause letters patent to issue, erecting the subscribers to said arti- 
 
 (24) Sec. 4, Act of June i, 191 1, P. L. 559- 
 
 (25) Sec. 5, Act of June i, 1911, P. L- 559- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 349 
 
 cles of agreement and their associates into a body corporate, with 
 succession under the name designated in said articles of agree- 
 ment, but it shall not have power to engage in the business of in- 
 surance until the provisions of this act have otherwise been com- 
 plied with.^° 
 
 1979. Becording of Articles of Association. 
 
 The Secretary of the Commonwealth shall cause the articles 
 of agreement aforesaid, together with the proceedings had 
 thereon, and certificate to the Governor, after the approval of 
 the Governor has been endorsed on said articles of agreement, 
 and letters patent have been issued, to be recorded in a book 
 kept for that purpose ; and he shall return one of the said articles 
 of agreement to the company, who shall have the same recorded 
 in the recorder's office of the county in which said company is 
 located. The Secretary of the Commonwealth shall furnish the 
 Insurance Commissioner with a certified copy of said letters 
 patent; and shall also certify the duplicate articles of agreement, 
 with all endorsements thereon, and file the same in the office of 
 the Insurance Commissioner; and certified copies of the same 
 may be used in evidence for or against the company, with the 
 same effect as the original." 
 
 1980. Issue of Stock Certificates — Certificates of Authority. 
 
 As soon as the entire amount of the authorized capital of a 
 joint-stock company, incorporated under this act, has been paid 
 in, certificates shall be issued therefor to the persons entitled to 
 receive the same, which certificates shall be transferable at any 
 time upon the books of the company ; and the president or secre- 
 tary of the company shall notify the Insurance Commissioner 
 that the capital of the company has been paid in, and that it is 
 ready to commence business. Upon receipt of which notice the 
 Insurance Commissioner shall, in person, or by deputy or exam- 
 iners, examine the assets of the company; and, in case he finds 
 that it is possessed of funds, invested in the manner hereinafter 
 specified, equal to the amount of its capital, he shall issue to said 
 company a certificate showing that it has been organized in ac- 
 cordance with the provisions of this act, and that it has the requi- 
 site amount of capital for the transaction of business in the Com- 
 
 (26) Sec. 6, Act of June i, 191 1, P. L. SS9- 
 
 (27) Sec. 7, Act of June i, 1911, P. L. 559- 
 
350 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 monwealth, which certificate shall empower the company to issue 
 policies, and otherwise transact the business of insurance for 
 which it was organized.''^ 
 
 1981. Non-XTser of Franchises. 
 
 If any company created under this act does not commence to 
 issue policies within one year from the date of its letters patent ; 
 or if any domestic insurance company, after it has commenced to 
 issue policies, shall cease for the period of two years to make 
 new insurance; its corporate powers and existence shall cease; 
 and the court, upon petition of the Attorney General, may fix by 
 decree the time within which it shall settle and close its affairs.^" 
 
 1982. Term of Charters. 
 
 The charters for incorporation named in this act may be per- 
 petual or limited in time, as the articles of agreement shall 
 specify ; and the General Assembly reserves the power to revoke 
 or annul any charter, granted, or accepted under this act, when- 
 ever, in the opinion of the said General Assembly, it may be 
 injurious to the citizens of this Commonwealth ; in such manner, 
 however, that no injustice shall be done to the corporators or 
 their successors.^" 
 
 1983. By-Laws— Seal. 
 
 A company organized under this act shall have power to make 
 by-laws as may be deemed necessary for the government of its 
 officers and the conduct of its affairs, and the same, when neces- 
 sary, to alter and amend; and to make and have a common seal, 
 and change and alter the same at pleasure.^^ 
 
 1984. Annual Meetings — Election of Directors — Powers — Quorum. 
 
 The annual meeting for the election of directors shall be held 
 at such time in the month of January as the by-laws of the com- 
 pany may direct ; of the time and place of which meeting at least 
 thirty days' previous notice shall be given to the stockholders, 
 by publication not less than three times in at least two daily or 
 weekly newspapers, and in the legal periodical, if any, designated 
 by the rules of court of the proper county for the publication of 
 
 Q28) Sec. 8, Act of June i, 191 1, P. L. 559. 
 
 (29) Sec. 9, Act of June i, 1911, P. L. 559. 
 
 (30) Sec. ID, Act of June i, 1911, P. L. 559. 
 
 (31) Sec. II, Act of June i, 1911, P. L,. 559. 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. 35 1 
 
 legal notices, published in the city or county wherein the com- 
 pany is domiciled. At such annual meeting the stockholders shall 
 elect by ballot, from their own number, not less than seven di- 
 rectors, a majority of whom shall be residents of this Common- 
 wealth, to serve for one year and until their successors are duly 
 chosen: Provided, however, That any company incorporated 
 under any general or special law of this Commonwealth may 
 provide in its by-laws for the division of its board of directors 
 into two or three classes, and the election thereof at its annual 
 meetings in such manner that the members of one class only 
 shall retire, and their successors be chosen, each year. Vacancies 
 may be filled by election by the board for the unexpired term. 
 In the choice of directors, and at all meetings of the company, 
 each share of stock shall be entitled to one vote. Proxies may 
 be authorized by written power of attorney. The record of the 
 votes made by the secretary, which shall show whether the same 
 were cast in person or by proxy, shall be evidence of all such 
 elections. If, for any cause, the stockholders shall fail to elect 
 directors at any annual meeting, the directors may call a special 
 meeting for that purpose, on some subsequent day, of which 
 notice shall be given as hereinbefore provided. The directors, 
 before they are qualified to act, shall file with the secretary a 
 written acceptance of the trust; and they, or a majority thereof, 
 when statedly convened at the office of the company, or when 
 convened after special notice to each member, shall be competent 
 to exercise all the powers vested in them by law. Not less than 
 four shall constitute a quorum. The directors shall annually 
 choose, by ballot, a president, who shall be a member of the 
 board, a secretary, a treasurer, who may also be either the presi- 
 dent or secretary, and such other officers as the by-laws may pro- 
 vide; and they shall fix the salaries of the president and secre- 
 tary, and fix the salaries or compensation of such other of- 
 ficers and agents as the by-laws prescribe. Vacancies in any 
 office may be filled by the directors, or by the stockholders, as 
 the by-laws shall prescribe. ^^ 
 
 1985. Execution of Policies— Combination Policies. 
 
 Policies of insurance, made or entered into by any company, 
 may be made either with or without the seal thereof, and they 
 shall be subscribed by the president, or such other officer as 
 
 (32) Sec. 12, Act of June i, 191 1, P. L. 559. 
 
352 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 may be designated by the directors for that purpose, and attested 
 by the secretary, and when so subscribed and attested shall be 
 obligatory on the company. 
 
 Two or more joint-stock fire insurance companies, authorized 
 to transact business in this Commonwealth, may issue a combina- 
 tion policy, using a distinctive title therefor, which title shall 
 appear at the head of such policy, followed by the titles of the 
 several companies obligated thereupon, and which policy shall 
 be executed by the officers of each of such companies : Provided, 
 That before such companies shall issue such combination policy, 
 they shall have received the express permission of the Insurance 
 Commissioner to issue the same, and the title has been approved 
 by him : Provided further, That the policy shall state that it is a 
 joint contract, and that each company is only liable for a specific 
 percentage of any loss or damage occurring thereunder.^^ 
 
 1986. Minimum Faid-up Capital — Acceptance of Act. 
 
 Companies organized under this act, for any of the purposes 
 mentioned in either sub-divisions (a) or (b) of section one, must 
 have a paid up capital of not less than one hundred thousand dol- 
 lars; if for all the purposes mentioned in subdivisions (a) and 
 (b), two hundred thousand dollars ; and if for all of the purposes 
 mentioned in section one, four hundred thousand dollars. Com- 
 panies heretofore organized under any general or special law of 
 this Commonwealth, to transact fire, inland or marine insurance, 
 may transact any or all of the classes of insurance authorized 
 herein, by providing the requisite capital required for companies 
 organized hereunder, and by filing with the Insurance Commis- 
 sioner a resolution of the board of directors, duly approved by 
 the stockholders at a meeting specially called for that purpose, ac- 
 cepting the provisions of this act, and agreeing to be governed 
 thereby as fully as though organized hereunder.'* 
 
 1987. Minimum Faid-up Capital of Foreign Companies. 
 
 Companies of other states and foreign governments, to be li- 
 censed to do in this Commonwealth any one of the classes of 
 business mentioned in the first section of this act, must have a 
 paid up and safely invested capital, if a company of any other 
 state, or a deposit in the United States, if a company of a foreign 
 
 (33) Sec. 13, Act of June I, 191 1, P. L. 559- 
 
 (34) Sec. 14, Act of June i, 1911, P. L. 559- 
 
PRIVATE CORPORATIONS IN PENNSYI,VAN1A. 353 
 
 government, of not less than two hundred thousand dollars; 
 and, if to do all of the classes of business mentioned in the first 
 section hereof, a paid up capital or deposit of not less than four 
 hundred thousand dollars. A mutual insurance company of 
 another state may be licensed to transact the class of business 
 mentioned in sub-division (a) of the first section of this act, 
 when it has a surplus over all liabilities, including unearned 
 premiums, computed in accordance with the laws of this Com- 
 monwealth, of not less than one hundred thousand dollars. If 
 to transact the classes of business mentioned in sub-divisions (b) 
 and (c), its surplus over all liabilities must be not less than 
 two hundred and fifty thousand dollars. ^° 
 
 1988. Investments of Capital. 
 
 The capital of any fire or fire and marine insurance company 
 of this Commonwealth shall be invested only as follows : — 
 
 First. In such real estate as it is authorized by this act to hold. 
 
 Second. In bonds of the United States or District of Columbia, 
 or of any state or territory of the United States or Canada. 
 
 Third. In the legally authorized bonds or notes of any city, 
 county, township, municipality, school or water district of this 
 Commonwealth, or of any other state or territory of the United 
 States or Canada. 
 
 Fourth. In the bonds or notes of any solvent railroad or street 
 railway corporation, upon which no default in interest has been 
 made. 
 
 Fifth. In ground-rents and loans upon improved and unin- 
 cumbered real estate provided that no loan on such real estate 
 shall exceed sixty-six and two-thirds per centum of the fair mar- 
 ket value thereof at the time of making such loan.'° 
 
 1989. Investments of Surplus — Forbidden Investments. 
 
 Any money, over and above the capital, of any such insurance 
 company, may be invested in the securities above enumerated, 
 or in the stock or other evidence of indebtedness of any solvent 
 dividend-paying corporation, created under the laws of this Com- 
 monwealth or of any other state of the United States, or loaned 
 upon the pledge of the same, except its own stock, or the stock 
 of any other insurance company transacting like classes of busi- 
 
 (35) Sec. IS, Act of June i, 1911, P. L. 559- 
 
 (36) Sec. 16, Act of June i, 191 1, P. L. 559- 
 
354 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ness : Provided, The current market value of such securities 
 shall be at least twenty per centum more than the sum loaned 
 thereon. But no such insurance company shall invest any of its 
 funds in any unincorporated business or enterprise ; nor in the 
 stocks or evidence of indebtedness of any corporation, the owners 
 or holders of which stock or evidence of indebtedness may, in 
 any event, be or become liable on account thereof to any assess- 
 ment, except for taxes. Not more than one-fifth of its capital 
 shall be invested in a single mortgage, nor shall any of its funds 
 be loaned on personal security. If any investment or loan is 
 made in a manner not authorized by this act, the officers and di- 
 rectors making or authorizing the same shall be personally liable 
 for any loss occasioned thereby.^' 
 
 1990. Holding of Beal Estate. 
 
 No company organized under this act, and no such insurance 
 company heretofore incorporated under any general or special 
 law of this Commonwealth, shall purchase, hold, or convey real 
 estate, except for the purpose and in the manner herein set forth ; 
 to wit, — 
 
 First. Such as shall be requisite for its convenient accommoda- 
 tion in the transaction of its business. 
 
 Second. Such as shall have been mortgaged to it in good faith 
 by way of security for loans previously contracted, or for moneys 
 due. 
 
 Third. Such as shall have been conveyed to it in satisfaction 
 of debts previously contracted in the course of its dealings. 
 
 Fourth. Such as shall have been purchased at sales upon judg- 
 ments, decrees, or mortgages, obtained or made for debts due 
 the company, or for debts due other persons, where said company 
 may have liens or incumbrances on the same, and the purchase is 
 deemed necessary to save the company from loss ; and it shall not 
 be lawful for any such company to purchase or hold real estate 
 in any other case or for any other purpose. Any real estate 
 purchased, received, or acquired under the second, third, and 
 fourth paragraphs of this section, which has been held for a 
 period of more than five years from the date of its purchase, 
 receipt or acquisition, must be sold and disposed of within a 
 period of six months after due notice to the company from the 
 Insurance Commissioner to sell and convey the same : Provided, 
 
 (37) Sec. 17, Act of June i, 1911, P. L. 559- 
 
PRIVATi; CORPORATIONS IN PENNSYI.VANIA. 355 
 
 That the Commissioner may extend the time for such disposition, 
 if he believes the interest of the company will suffer materially by 
 a forced sale.'' 
 
 1991. Dividends. 
 
 No such insurance company, heretofore or hereafter organ- 
 ized, shall make any dividend on its capital except from the 
 profits arising from its business ; and there shall first be charged, 
 as a liability, the capital of the company, all unpaid losses or 
 other claims, all liabilities for unearned premiums, and also all 
 sums due the company on bonds and mortgages, bonds, stocks, 
 and book account, of which no part of the principal or the 
 interest thereon has been paid during the last calendar year, and 
 for which the foreclosure or suit has not been commenced for 
 collection, or which after judgment obtained thereon shall have 
 remained more than two years unsatisfied, and on which interest 
 shall not have been paid, and all interest due and remaining un- 
 paid, and all other debts or obligations of the company.'^ 
 
 1992. Amendment of Charters. 
 
 Any fire or marine insurance company of this Commonwealth 
 may procure an amendment to its charter, either at any stated 
 or at a special meeting of the stockholders, notice of the object 
 of which meeting being given, by advertisement for four weeks 
 preceding, in at least two daily or weekly newspapers and in the 
 legal periodical, if any, designated by the rules of court of the 
 proper county for the publication of legal notices, published in 
 the city or county where the principal office of the company is 
 located, or by circular mailed to the address of each stockholder. 
 If at such meeting two-thirds of the votes cast, in person or by 
 proxy, shall favor a resolution agreeing that said company shall 
 hold its charter subject to the provisions of the Constitution of 
 the Commonwealth, and setting forth at length the sections of 
 its existing charter which it desires to retain, and agreeing to 
 be subject to the provisions of this act, said resolution and the 
 number of votes cast for and against the same at the special 
 meeting aforesaid shall be spread on the records of said com- 
 pany, and a certified copy of the same forwarded to the Insurance 
 Commissioner, who shall submit the same to the Attorney Gen- 
 
 (38) Sec. 18, Act of June i, 1911, P. L. SS9- 
 
 (39) Sec. 19, Act of June i, 1911, P. L. 559- 
 
356 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 eral, and, in case he approves of said resolution, he shall certify 
 his approval thereof to the Governor, and when approved by the 
 Governor and recorded in the office of the Secretary of the Com- 
 monwealth, they shall be deemed and taken to form part of the 
 charter of said company.*" 
 
 1993. All Fire and Harine Companies Subject to the Act. 
 
 All fire and marine insurance companies heretofore or here- 
 after incorporated, or formed by authority of any general or 
 special law, shall be subject to the provisions and requirements of 
 this act.*^ 
 
 1994. Acts Bepealed. 
 
 The Act of May first, eighteen hundred and seventy-six, enti- 
 tled "A supplement to an act, entitled 'An act to establish an 
 insurance department,' et cetera, in so far as it applies to the in- 
 corporation and regulation of fire and marine insurance com- 
 panies whose incorporation and regulation are provided for 
 herein, and all other acts or parts of acts inconsistent herewith, 
 be and the same are hereby repealed.*^ 
 
 1995. Incorporation of Casualty Insurance Companies. 
 
 Any ten or more natural persons, citizens of this Common- 
 wealth, may associate in accordance with the provisions of this 
 act and form an incorporated company for any of the following 
 purposes : — 
 
 One. — Guaranteeing the fidelity of persons holding places of 
 public or private trust; guaranteeing the performance of con- 
 tracts, other than insurance policies ; guaranteeing the perform- 
 ance of insurance contracts, where surety bonds are accepted by 
 state or municipalities in lieu of actual deposits; gfuaranteeing 
 and executing all bonds, undertakings, and contracts of surety- 
 ship. 
 
 Two. — To insure against injury, disablement, or death result- 
 ing from traveling or general accident, and against disablement 
 resulting from sickness, and every insurance appertaining thereto, 
 including a funeral benefit to an amount not exceeding one hun- 
 dred dollars. 
 
 Three. — To insure glass against breakage. 
 
 (40) Sec. 20, Act of June i, 191 1, P. L. 5S9. 
 
 (41) Sec. 21, Act of June i, 1911, P. L,. 559. 
 
 (42) Sec. 22, Act of June i, 191 1, P. L. SS9. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 357 
 
 Four. — To insure any one against loss or damage resulting from 
 accident to or injury, fatal or non-fatal, suffered by an employee 
 or other person, for which the person insured is liable ; or against 
 damage to property caused by automobiles, or by horses, or any 
 vehicles drawn by animal power, for which loss or damage the 
 person insured is liable. 
 
 Five. — To insure steam-boilers or fly-wheels, pipes, engines, 
 and machinery connected therewith or operated thereby, against 
 loss caused by explosion and accident ; and against loss or damage 
 to life, person, or property resulting therefrom ; and against loss 
 of use and occupancy caused thereby ; and to make inspection of, 
 and issue certificates of inspection upon, such boilers, fly-wheels, 
 pipes, engines, and machinery. 
 
 Six. — To insure against loss by burglary or theft, or both. 
 
 Seven. — To carry on the business of credit insurance or guar- 
 anty, either by agreeing to purchase uncollectible debts or other- 
 wise; to insure against loss or damage, from the failure of per- 
 sons indebted to the insured to meet their liabilities. 
 
 Eight. — To insure any goods or premises against loss or dam- 
 age by water, caused by the breakage or leakage of sprinklers, 
 pumps, water-pipes, or plumbing and its fixtures ; and against ac- 
 cidental injury, from other causes than fire or lightning, to such 
 sprinklers, pumps, water-pipes, plumbing and fixtures ; and to 
 make inspections of, and to issue certificates of inspection upon, 
 such sprinklers and pipes. 
 
 Nine. — To insure against loss or damage to property arising 
 from accidents to elevators, bicycles, automobiles, and vehicles, 
 except rolling-stock of railways. 
 
 Ten. — To insure horses, cattle, and other live-stock. 
 
 Eleven. — To insure against loss by any other casualty not in- 
 cluded under the foregoing heads, except life, fire, marine, or 
 title insurance, which may be a proper subject of insurance.*' 
 
 1996. Articles of Association. 
 
 Such persons shall associate by articles of agreement, in writ- 
 ing, for the purpose of forming an insurance company, which 
 agreement shall specify : 
 
 (a.) The name by which the company shall be known. 
 
 (b.) The class of insurance for the transaction of which it is 
 constituted. 
 
 (43) Sec. I, Act of June i, igii, P. L. 567- 
 
3S8 private; corporations in Pennsylvania. 
 
 (c.) The plan or principle upon which the business is to be 
 conducted. 
 
 (d.) The place in which it is to be established or located. 
 
 (e.) The amount of its capital. 
 
 (f.) The general objects of the company. 
 
 (g.) The proposed duration of the company. 
 
 (h.) The powers it proposes to have and exercise. 
 
 Any name not previously in use by any existing company may 
 be adopted, but such name must clearly designate the object and 
 purpose of the company. The Insurance Commissioner may re- 
 ject any name or title, when, in his judgment, it too closely re- 
 sembles that of any existing company, or is likely to confuse or 
 mislead the public." 
 
 1997. Selection of Officers— Subscription Books. 
 
 The subscribers to said articles of agreement shall choose from 
 their number a president, a secretary, a treasurer, and such num- 
 ber of directors, not less than seven, as they may deem advisable, 
 who shall continue in office until the first annual meeting of the 
 stockholders, and until their successors are duly chosen and 
 qualified, as hereinafter provided. The subscribers shall open 
 books for the subscription of stock in the company at such times 
 and places as they shall deem convenient and proper, and shall 
 keep the same open until the full amount of stock specified in 
 the articles of agreement is subscribed.*^ 
 
 1998. Shares of Stock in Joint-Stock Companies — Forfeiture of Par- 
 
 tial Payments. 
 
 The capital of a joint-stock company shall be divided into 
 shares of not less than ten dollars, — payment of which shall be 
 made in lawful money, ten per centum of each share at the time 
 of subscribing, and the balance at such time as the company 
 may direct, not exceeding nine months from the time of sub- 
 scription ; and the company may prescribe such rules with regard 
 to forfeiture of partial payments on subscriptions as they may 
 deem advisable, which rules shall be binding upon subscribers, 
 provided they are made known at the time of subscription.*' 
 
 (44) Sec. 2, Act of June i, ipii, P. L. 567. 
 
 (45) Sec. 3, Act of June i, 1911, P. L. 567. 
 
 (46) Sec. 4 Act of June i, 1911, P. L. 567. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 359 
 
 1999. Certificate to Commissioner of Insurance. 
 
 Whenever one-half of the capital mentioned in said articles of 
 agreement shall have been subscribed, and twenty per centum on 
 each share paid into the hands of the treasurer of the company, 
 the president, treasurer, and a majority of the directors shall, 
 under their respective oaths or affirmations, make a certificate to 
 the Insurance Commissioner, stating the number and par value 
 of the shares of stock in said company, the names and residences 
 of the subscribers, the number of shares subscribed by each, the 
 amount paid in on each share, the amount of money in the hands 
 of the treasurer on account of such payments, and where the 
 same is deposited.^' 
 
 2000. Acknowledgment of Articles of Association— Approval There- 
 
 of — Letters Patent. 
 
 The subscribers to said articles of agreement shall acknowledge 
 the same before some person empowered to receive acknowledg- 
 ments of deeds, and forward the same in duplicate to the Insur- 
 ance Commissioner, who shall, in case he approves of the title of 
 the proposed company, certify in duplicate that all of the require- 
 ments of this act in relation to the incorporation of insurance 
 companies have been complied with, and submit said articles of 
 agreement to the Attorney-General for examination, and if found 
 by him to be in accordance with the provisions of this act, and 
 not inconsistent with the Constitution of this Commonwealth 
 and of the United States, he shall certify the same in duplicate 
 to the Governor, with his approval endorsed thereon. Upon 
 receipt of such articles of agreement, certified as aforesaid, the 
 Governor shall, in case he approves the same, endorse his ap- 
 proval thereon in duplicate, and cause letters patent to issue erect- 
 ing the subscribers to said articles of agreement and their asso- 
 ciates into a body corporate, with succession under the name 
 designated in said articles of agreement, but it shall not have 
 power to engage in the business of insurance until the provisions 
 of this act have otherwise been complied with.** 
 
 2001. Recording of Articles of Association. 
 
 The Secretary of the Commonwealth shall cause the articles of 
 agreement aforesaid, together with the proceedings had thereon 
 
 (47) Sec. S, Act of June I, ipii, P. L. 567. 
 
 (48) Sec. 6, Act of June I, 1911, P. L. 567. 
 
360 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 and certificate to the Governor, after the approval of the Gov- 
 ernor has been endorsed on said articles of agreement, and letters 
 patent have been issued, to be recorded in a book kept for that 
 purpose, and he shall return one of the said articles of agreement 
 to the company, who shall have the same recorded in the record- 
 er's office of the county in which said company is located. The 
 Secretary of the Commonwealth shall furnish the Insurance Com- 
 missioner with a certified copy of said letters patent, and shall 
 also certify the duplicate articles of agreement, with all endorse- 
 ments thereon, and file the same in the office of the Insurance 
 Commissioner; and certified copies of said records may be used 
 in evidence for or against the company, with the same ef5fect as 
 the original.*' 
 
 2002. Issue of Stock Certificates — Certificates of Authority. 
 
 As soon as the entire amount of the authorized capital of a 
 company incorporated under this act has been paid in, certificates 
 shall be issued therefor to the persons entitled to receive the same, 
 which certificates shall be transferable at any time upon the books 
 of the company; and the president or secretary of the company 
 shall notify the Insurance Commissioner that the capital of the 
 company has been paid in, and that it is ready to commence busi- 
 ness. Upon receipt of which notice the Insurance Commissioner 
 shall, in person, or by deputy or examiners, examine the assets 
 of the company, and in case he finds that it is possessed of funds 
 invested in the manner hereinafter specified, equal to the amount 
 of its capital, he shall issue to said company a certificate showing 
 that it has been organized in accordance with the provisions of 
 this act, and that it has the requisite amount of capital for the 
 transaction of business in the Commonwealth, which certificate 
 shall empower the company to issue policies, and otherwise trans- 
 act the business of insurance for which it was organized.^" 
 
 2003. Non-User of Franchises. 
 
 If any company created under this act does not commence to 
 issue policies within one year from the date of its letters patent, 
 or if any domestic insurance company after it has commenced to 
 issue policies shall cease for the period of two years to make new 
 insurances, its corporate powers and existence shall cease, and the 
 
 (49) Sec. 7, Act of June i, 1911, P. L. 567. 
 
 (50) Sec. 8, Act of June i, 191 1, P. L. 567. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 361 
 
 court, upon petition of the Attorney General, may fix by decree 
 the time within which it shall settle and close its affairs."^ 
 
 2004. Term of Charters. 
 
 The charters for incorporation named in this act may be per- 
 petual, or limited in time, as the articles of agreement shall 
 specify; and the General Assembly reserves the power to revoke 
 or annul any charter, granted or accepted under this act, when- 
 ever in the opinion of the said General Assembly it may be 
 injurious to the citizens of this Commonwealth, in such manner, 
 however, that no injustice shall be done to the corporators or 
 their successors.'^ 
 
 2005. By-Iiaws— Seal. 
 
 A company organized under this act shall have power to make 
 such by-laws as may be deemed necessary for the government of 
 its officers and the conduct of its affairs, and the same, when 
 necessary, to alter and amend ; and to make and have a common 
 seal, and change and alter the same at pleasure. °* 
 
 2006. Anntial Meetings — Election of Directors — Powers — Quorum. 
 
 The annual meeting for the election of directors shall be held 
 at such time in the month of January as the by-laws of the 
 company may direct; of the time and place of which meeting at 
 least thirty days' previous notice shall be given to the stock- 
 holders, by publication not less than three times in at least two 
 daily or weekly newspapers, and in the legal periodical, if any, 
 designated by the rules of court of the proper county for the pub- 
 lication of legal notices, published in the city or county wherein 
 the company is domiciled. At such annual meeting the stock- 
 holders shall elect, by ballot, from their own number, not less 
 than seven directors, a majority of whom shall be residents of 
 this Commonwealth, to serve for one year and until their succes- 
 sors are duly chosen : Provided, however. That any company in- 
 corporated under this act, or any insurance company heretofore 
 incorporated under any general or special law of this Common- 
 wealth, may provide in its by-laws for the division of its board 
 of directors into two, three, or four classes, and the election 
 thereof, at its annual meetings, in such manner that the members 
 
 (si) Sec. 9, Act of June i, 1911, P. L. 567. 
 (53) Sec. 10, Act of June i, 1911, P. L. S67- 
 (S3) Sec. II, Act of June i, 1911, P. L. 567. 
 24 
 
362 PRIVATi; CORPORATIONS IN PENNSYLVANIA. 
 
 of one class only shall retire and their successors be chosen each 
 year. Vacancies may be filled by election by the board for the 
 unexpired term. In the choice of directors, and at all meetings 
 of the company, each share of stock shall be entitled to one vote. 
 Proxies may be authorized by written power of attorney. The 
 record of the votes made by the secretary, which shall show 
 whether the same were cast in person or by proxy, shall be evi- 
 dence of all such elections. If for any cause the stockholders 
 shall fail to elect directors at any annual meeting, the directors 
 may call a special meeting for that purpose on some subsequent 
 day, of which notice shall be given as hereinbefore provided. 
 The directors, before they are qualified to act, shall file with the 
 secretary a written acceptance of the trust, and they, or a ma- 
 jority thereof, when statedly convened at the office of the com- 
 pany, or when convened after special notice given to each mem- 
 ber, shall be competent to exercise all the powers vested in them 
 by law. Not less than four shall constitute a quorum. The di- 
 rectors shall annually choose, by ballot, a president, who shall be 
 a member of the board; a secretary; a treasurer, who may also 
 be either the president or secretary; and such other officers as 
 the by-laws may provide; and they shall fix the salaries of the 
 president and secretary, and fix the salaries or compensation of 
 such other officers and agents as the by-laws prescribe. Vacan- 
 cies in any office may be filled by the directors or by the stock- 
 holders, as the by-laws shall prescribe."* 
 
 2007. Execution of Policies. 
 
 Policies of insurance made or entered into by any such com- 
 pany may be made either with or without the seal thereof, and 
 they shall be subscribed by the president, or such other officer 
 as may be designated by the directors for that purpose, and at- 
 tested by the secretary, and when so subscribed and attested 
 shall be obligatory on the company."" 
 
 2008. Minimum Paid-up Capital. 
 
 Companies organized under this act, for any one of the pur- 
 poses of insurance mentioned in the first section of this act, must 
 have a capital of not less than one hundred thousand dollars; 
 except companies organized for the purpose of credit insurance 
 
 (54) Sec. 12, Act of June i, 1911, P. L. 567. 
 
 (55) Sec. 13, Act of June i, 1911, P. L. 567. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 363 
 
 must have a paid-up capital of not less than two hundred thou- 
 sand dollars; and companies organized to guarantee the fidelity 
 of persons and contracts of suretyship must have a capital of at 
 least two hundred and fifty thousand dollars.'* 
 
 2009. Additional Capital of Companies tTndertaking Two or More 
 
 Classes of Insurance. 
 
 Companies organized under this act may undertake two or 
 more classes of insurance mentioned in the first section hereof, 
 by providing for each additional class of insurance at least fifty 
 thousand dollars additional capital ; except in case credit or 
 fidelity and surety insurance is added to any other line or lines, 
 the additional capital for credit insurance shall be one hundred 
 thousand dollars, and the additional capital for fidelity and surety 
 shall be two hundred thousand dollars : Provided, That any such 
 company with a paid-up capital of two hundred and fifty thou- 
 sand dollars, may transact all of the classes of insurance men- 
 tioned in the first section of this act, except credit, live-stock, 
 and fidelity and surety insurance ; and a company with a paid-up 
 capital of five hundred thousand dollars may transact all of the 
 classes of insurance mentioned, except the insurance of live 
 stock." 
 
 2010. Acceptance of This Act by Companies Incorporated Under the 
 
 Acts of April 28, 1903, and April 29, 1874. 
 
 Companies heretofore organized under the Act of April twenty- 
 eighth. Anno Domini one thousand nine hundred and three, hav- 
 ing a paid-up capital of not less than one hundred thousand dol- 
 lars, may issue policies providing personal accident and sickness 
 indemnity, as specified in division two, and also an indemnity for 
 death arising from natural causes, for an amount not exceed- 
 ing one hundred dollars; and companies heretofore organized 
 under the act approved April twenty-nine. Anno Domini one 
 thousand eight hundred and seventy-four, and the several sup- 
 plements thereto, for the purpose of guaranteeing the fidelity 
 of persons in position of trust and to act as surety on official 
 bonds, may transact business under this act, by filing with the 
 Secretary of the Commonwealth and with the Insurance Com- 
 missioner a resolution of the board of directors, duly approved 
 
 (56) Sec. 14, Act of June I, 191 1, P. L. 567. 
 
 (57) Sec. IS, Act of June i, 191 1, P. L. Z67. 
 
364 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 by the stockholders at a meeting specially called for that purpose, 
 accepting the provisions of this act, and agreeing to be governed 
 thereby as fully as though organized hereunder; and such ac- 
 ceptance, when so filed, shall exempt any such company from the 
 provisions and requirements of the act approved April twenty- 
 nine, one thousand eight hundred and seventy-four, and of the 
 act approved May twenty-nine, one thousand eight hundred and 
 eighty-nine, and the several supplements thereto."* 
 
 2011. Capital Stock of Joint-Stock Casualty Companies Heretofore 
 
 Incorporated. 
 
 No joint-Stock casualty insurance company heretofore organ- 
 ized under any law of this Commonwealth, except companies 
 organized under the Act of April twenty-eight, one thousand 
 nine hundred and three, with a less capital than that provided 
 herein, for the organization of such companies, shall be permitted 
 to transact business until its capital has been increased to at least 
 the amount required by this act: Provided, That companies 
 heretofore organized, and transacting more than one class of 
 business, shall have two years in which to comply with the pro- 
 visions of this act.°° 
 
 2012. Minimum Capital Stock of Foreign Casualty Companies. 
 
 Companies of other states and foreign governments, organized 
 to transact any of the classes of insurance mentioned in the first 
 section of this act, in order to be licensed to do business in this 
 Commonwealth, must have a paid-up and safely invested cap- 
 ital, if a company of another state, or a deposit in the United 
 States, if a company of a foreign government, of at least the 
 amount required in this act for Pennsylvania companies: Pro- 
 vided, That nothing in this act shall prevent any stock life insur- 
 ance company, now engaged in the business of accident and sick- 
 ness or liabilty insurance, or both, from continuing the same, if 
 the amount of its paid-up capital shall be equal to the amount re- 
 quired of a domestic company to transact the business of life 
 insurance, and at least fifty thousand dollars for each of the other 
 classes of insurance undertaken.*" 
 
 (58) Sec. 16, Act of June i, 191 1, P. L. 567. 
 
 (59) Sec. 17, Act of June i, 191 1, P. L. 567. 
 
 (60) Sec. 18, Act of June i, 191 1, P. L. 567. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 365 
 
 2013. Investment of Capital and Funds. 
 
 Every such domestic insurance company shall invest and keep 
 invested in sound income-bearing securities all its capital and 
 funds of every description, excepting such cash as may be re- 
 quired in the transaction of its business, and such as it may in- 
 vest in real estate as hereinafter authorized. The capital of every 
 such company shall be invested as follows : 
 
 First. In such real estate as it is authorized by this act to hold. 
 
 Second. In bonds of the United States or District of Colum- 
 bia, or of any state or territory of the United States. 
 
 Third. In the legally authorized bonds or notes of any city, 
 county, township, municipality, school or water district of this 
 Commonwealth, or of any other state or territory of the United 
 States or Canada. 
 
 Fourth. In the bonds or notes of any solvent railroad or street 
 railway corporation, upon which no default in interest has been 
 made. 
 
 Fifth. In ground-rents and loans upon improved and unin- 
 cumbered real estate: Provided, That no loan on such real 
 estate shall exceed sixty-six and two-thirds per centum of the 
 fair market value thereof at the time of making such loan.*^ 
 
 2014. Investment of Surplus— Forbidden Investments. 
 
 Any money over and above the capital of any such insurance 
 company may be invested in the securities above enumerated, 
 or loaned upon the security of the same ; or in the stock or other 
 evidence of indebtedness of any solvent, dividend-paying cor- 
 poration, created under the laws of this Commonwealth or of 
 any other state of the United States, or loaned upon the pledge 
 of the same, except its own stock or the stock of any other 
 insurance company transacting like classes of business : Pro- 
 vided, The current market value of such securities shall be at 
 least fifteen per centum more than the sum loaned thereon. But 
 no insurance company shall invest any of its funds in any unin- 
 corporated business or enterprise, nor in the stocks or evidence 
 of indebtedness of any corporation the owners or holders of 
 which stock or evidence of indebtedness may in any event be or 
 become liable on account thereof to any assessment, except for 
 taxes ; not more than one-fifth of its capital shall be invested in a 
 single mortgage, nor shall any of its funds be loaned on personal 
 
 (61) Sec. 19, Act of June i, 191 1, P. L. 567- 
 
366 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 security. No such company shall hereafter invest in, acquire, 
 or hold, directly or indirectly, more than ten per centum of the 
 securities of any single company; nor shall more than ten per 
 centum of its assets be invested in the stock of any single com- 
 pany. No such company shall enter into any agreement to with- 
 hold from sale any of its property; but the disposition of its 
 property shall be at all times within the control of its board of 
 directors or trustees. If any investment or loan is made in a 
 manner not authorized by this act, the officers and directors 
 making or authorizing the same shall be personally liable for 
 any loss occasioned thereby.*^ 
 
 2015. Holding of Beal Estate. 
 
 No company organized under this act, and no such company 
 heretofore incorporated under any general or special law of this 
 Commonwealth, shall purchase, hold, or convey real estate, ex- 
 cept for the purpose and in the manner herein set forth ; to wit, — 
 
 First. Such as shall be requisite for its convenient accommoda- 
 tion in the transaction of its business. 
 
 Second. Such as shall have been mortgaged to it in good faith, 
 by way of security for loans previously contracted or for moneys 
 due. 
 
 Third. Such as shall have been conveyed to it in satisfaction of 
 debts previously contracted in the course of its dealings. 
 
 Fourth. Such as shall have been purchased at sales, upon judg- 
 ments, decrees, or mortgages obtained or made for debts due the 
 company, or for debts due other persons, where said company 
 may have liens or incumbrances on the same, and the purchase 
 is deemed necessary to save the company from loss ; and it shall 
 not be lawful for any such company to purchase or hold real 
 estate in any other case or for any other purpose. Any real es- 
 tate purchased, received, or acquired under the second, third, 
 fourth, paragraphs of this section, which has been held for a 
 period of more than five years from the date of its purchase, re- 
 ceipt, or acquisition, must be sold and disposed of within a 
 period of six months after due notice to the company from the 
 Insurance Commissioner to sell and convey the same : Provided, 
 That the Commissioner may extend the time for such disposition 
 
 (62) Sec. 20, Act of June i, 191 1, P. I,. 567. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 367 
 
 if he believes the interest of the company will suffer materially 
 by a forced sale.'' 
 
 2016. Dividends. 
 
 No such insurance company heretofore or hereafter organized, 
 shall make any dividend on its capital except from the profits 
 arising from its business; and in estimating such profits there 
 shall first be charged as a liability the capital of the company, 
 all unpaid losses or other loss claims, all liabilities for reserve or 
 unearned premiums on undetermined risks as required by law; 
 and also all sums due the company on bonds, book accounts, and 
 judgments, on which the interest has not been paid during the 
 last calendar year, or on the principal of which no payment has 
 been made during said period ; and all other debts or obligations 
 of the company, and all shares of stock on which no dividend has 
 been paid during the last calendar year.'* 
 
 2017. deduction or Withdrawal of Capital. 
 
 Any existing casualty insurance company and any company 
 formed under this act, having a paid-up capital in excess of the 
 minimum herein required, may reduce the excess, in whole or in 
 part; and, when it has undertaken two or more kinds of insur- 
 ance and wishes to discontinue a particular kind, may withdraw 
 the entire additional capital paid in on account thereof ; provided, 
 in each case, that its action shall be approved by the Insurance 
 Commissioner. Any reduction or withdrawal of capital must be 
 authorized at a meeting of the stockholders duly called for that 
 purpose, notice of the object and purpose of the meeting being 
 given by advertisement for three weeks in a daily or weekly 
 newspaper published in the city or county where the principal 
 office of the company is located; and the company shall, by its 
 board of directors, require the return of the original shares held 
 by each stockholder, in exchange for new shares in the propor- 
 tion that the reduced capital bears to the original capital. When- 
 ever a company has authorized a reduction or withdrawal of 
 capital, it shall submit to the Insurance Commissioner a state- 
 ment of the transaction, signed and sworn to by its president, sec- 
 retary, and a majority of its directors ; and the Insurance Com- 
 missioner shall, if he finds the transaction regular in form and 
 
 (63) Sec. 21, Act of June i, 191 1, P. L. 567. 
 
 (64) Sec. 22, Act of June i, 191 1, P. L. S67. 
 
368 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 consistent with the interest of the policyholders and creditors, 
 endorse his approval thereon, and file the same in the office of the 
 Secretary of the Commonwealth, to be recorded as an amendment 
 to the charter of the Company, and thereafter the company may 
 do business upon the reduced capital.'* 
 
 2018. Amendmeut of Charters. 
 
 Any casualty insurance company of this Commonwealth may 
 procure an amendment to its charter by calling a special meeting 
 of the stockholders, notice of the object of which meeting shall 
 be given by advertisement for four weeks preceding in at least 
 two daily or weekly newspapers, and in the legal periodical, if 
 any, designated by the rules of court of the proper county for 
 the publication of legal notices, published in the city or county 
 where the principal office of the company is located, or by circular 
 mailed to the address of each stockholder. If at such meeting 
 two-thirds of the votes cast in person or by proxy shall favor a 
 resolution agreeing that said company shall hold its charter sub- 
 ject to the provisions of the Constitution of the Commonwealth, 
 and setting forth at length the sections of its exising charter 
 which it desires to retain and agreeing to be subject to the pro- 
 visions of this act, said resolution and the number of votes cast 
 for and against the same at the special meeting aforesaid shall 
 be spread on the records of said company, and a certified copy 
 of the same forwarded to the Insurance Commissioner, who shall 
 submit the same to the Attorney-General, and, in case he approves 
 of said resolution, he shall certify his approval thereof to the 
 Governor; and when approved by the Governor and recorded in 
 the office of the Secretary of the Commonwealth, they shall be 
 deemed and taken to form a part of the charter of said com- 
 pany.** 
 
 2010. Companies Subject to this Act. 
 
 All casualty insurance companies, heretofore or hereafter in- 
 corporated or formed by authority of any general or special 
 law, shall be subject to the provisions and requirements of this 
 act, except those companies incorporated under the provisions of 
 the act approved April twenty-eighth, one thousand nine hundred 
 and three, entitled "An act to provide for the incorporation and 
 
 (65) Sec. 23, Act of June I, 1911, P. L. 567. 
 
 (66) Sec. 24, Act of June i, 191 1, P. L. 567. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 369 
 
 regulation of corporations for the purpose of making insurance 
 on the heahh of individuals, and against personal injury and dis- 
 ablement and death, therein limiting the amount for which such 
 corporations may issue policies, et cetera." *' 
 
 2020. Issue and Delivery of Health and Accident Policies. 
 
 On and after the first day of January, one thousand nine hun- 
 dred and fourteen, no policy of insurance against loss from sick- 
 ness, or loss or damage from bodily injury or death of the in- 
 sured by accident, shall be issued or delivered to any person in 
 this Commonwealth until a copy of the form thereof, and of the 
 classification of risks and the premium rates pertaining thereto, 
 have been filed with the Insurance Commissioner ; nor shall it be 
 so issued or delivered until the expiration of thirty days after it 
 has been so filed, unless the said Commissioner shall sooner give 
 his written approval thereto. If the said Commissioner shall 
 notify, in writing, the company, corporation, association, society, 
 or other insurer which has filed such form, that it does not com- 
 ply with the requirements of law, specifying the reasons for his 
 opinion, it shall be unlawful thereafter for any such insurer to 
 issue any policy in such form. The action of the said Commis- 
 sioner in this regard shall be subject to review by the court of 
 common pleas of Dauphin county."' 
 
 No such policy shall be issued or delivered except subject to 
 the following conditions: (i) Unless the entire money and 
 other consideration therefor are expressed in the policy; nor (2) 
 Unless the time at which the insurance thereunder takes effect 
 and terminates is stated in a portion of the policy preceding its 
 execution by the insurer; nor (3) If the policy purports to insure 
 more than one person; nor (4) Unless every printed portion 
 thereof and of any endorsements or attached papers shall be 
 plainly printed in type of which the face shall be not smaller than 
 ten point; or (5) Unless a brief description thereof be printed 
 on its first page and on its filing back in type of which the face 
 shall be not smaller than fourteen point ; nor (6) Unless the ex- 
 ceptions of the policy be printed with the same prominence as the 
 benefits to which they apply : Provided, however, That any por- 
 tion of such policy which purports, by reason of the circumstances 
 under which a loss is incurred, to reduce any indemnity promised 
 
 (67) Sec. 25, Act of June I, 191 1, P. L. 567. 
 
 (68) Sec. I, Act of July 7, 1913, P. L. 698. 
 
37° PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 therein to an amount less than that provided for the same loss 
 occurring under ordinary circumstances shall be printed in bold 
 face type and with greater prominence than any other portion 
 of the text of the policy.*'* 
 
 Every such policy so issued shall contain certain standard pro- 
 visions, which shall be in the words and in the order hereinafter 
 set forth, and be preceded in every policy by the caption "Stand- 
 ard Provisions." In each such standard provision, wherever the 
 word "insurer" is used, there shall be substituted therefor "com- 
 pany," or "corporation," or "association," or "society," or such 
 other word as will properly designate to the insurer. Said 
 standard provision shall be: — 
 
 (i). A standard provision relative to the contract, which may 
 be in either of the following two forms : Form (A) to be used 
 in policies which do not provide for reduction of indemnity on 
 account of change of occupation, and Form (B) to be used in 
 policies which do so provide. If Form (B) is used, and the pol- 
 icy provides indemnity against loss from sickness, the words "or 
 contracts sickness" may be inserted therein immediately after 
 the words "in the event that the insured is injured :" 
 
 (A) — I. This policy includes the endorsements and attached 
 papers, if any, and contains the entire contract of insurance. No 
 reduction shall be made in any indemnity herein provided by 
 reason of change in the occupation of the insured or by reason of 
 his doing any act or thing pertaining to any other occupation. 
 
 (B) — I. This policy includes the endorsement and attached 
 papers, if any, and contains the entire contract insurance except 
 as it may be modified by the insurer's classification of risks and 
 premium rates in the event that the insured is injured after hav- 
 ing changed his occupation to one classified by the insurer as 
 more hazardous than that stated in the policy, or while he is 
 doing any act or thing pertaining to any occupation so classified, 
 except ordinary duties about his residence or while engaged in 
 recreation, in which event the insurer will pay only such portion 
 of the indemnities provided in the policy as the premium paid 
 would have purchased at the rate, but within the limits so fixed 
 by the insurer for such more hazardous occupation. 
 
 If the law of the state in which the insured resides at the time 
 this policy is issued requires that prior to its issue a statement 
 
 (68*) Sec. 2, Act of July 7, 1913, P. I,. 698. 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 37I 
 
 of the premium rates and classification of risks pertaining to it 
 shall be filed with the state official having supervision of insur- 
 ance in such state, then the premium rates and classification of 
 risks mentioned in this policy shall mean only such as have been 
 last filed by the insurer in accordance with such law, but if such 
 filing is not required by such law, then they shall mean the in- 
 surer's premium rates and classification of risks last made ef- 
 fective by it in such state prior to the occurrence of the loss for 
 which the insurer is liable. 
 
 (2). A standard provision relative to changes in the contract, 
 which shall be in the following form : 
 
 2. No statement made by the applicant for insurance not in- 
 cluded herein shall avoid the policy or be used in any legal pro- 
 ceeding hereunder. No agent has authority to change this policy 
 or to waive any of its provisions. No change in this policy shall 
 be valid unless approved by an executive officer of the insurer 
 and such approval be endorsed hereon. 
 
 (3). A standard provision relative to reinstatement of policy 
 after lapse, which may be in either of the three following forms : 
 Form (A) to be used in policies which insure only against loss 
 from accident; Form (B) to be used in policies which insure 
 only against loss from sickness; and Form (C) to be used in 
 policies which insure against loss from both accident and sickness. 
 
 (A) — 3. If default be made in the payment of the agreed 
 premium for this policy, the subsequent acceptance of a premium 
 by the insurer or by any of its duly authorized agents shall rein- 
 state the policy, but only to cover loss resulting from accidental 
 injury thereafter sustained. 
 
 (B) — 3. If default be made in the payment of the agreed 
 premium for this policy, the subsequent acceptance of a premium 
 by the insurer or by any of its duly authorized agents shall rein- 
 state the policy but only to cover such sickness as may begin 
 more than ten days after the date of such acceptance. 
 
 (C) — 3. If default be made in the payment of the agreed 
 premium for this policy, the subsequent acceptance of a premium 
 by the insurer or by any of its duly authorized agents shall rein- 
 state the policy, but only to cover accidental injury thereafter 
 sustained and such sickness as may begin more than ten days 
 after the date of such acceptance. 
 
 (4). A standard provision relative to time of notice of claim, 
 which may be in either of the three following forms: Form 
 
2,72 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 (A) to be used in policies which insure only against loss from 
 accident; Form (B) to be used in policies which insure only 
 against loss from sickness; and Form (C) to be used in policies 
 which insure against loss from both accident and sickness. If 
 Form (A) or Form (C) is used, the insurer may, at its option, 
 add thereto the following sentence, "In event of accidental death, 
 immediate notice thereof must be given to the insurer." 
 
 (A) — ^4. Written notice of injury on which claim may be 
 based must be given to the insurer within twenty days after the 
 date of the accident causing such injury. 
 
 (B) — 4. Written notice of sickness on which claim may be 
 based must be given to the insurer within ten days after the 
 commencement of the disability from such sickness. 
 
 (C) — 4. Written notice of injury or of sickness on which 
 claim may be based must be given to the insurer within twenty 
 days after the date of the accident causing such injury or within 
 ten days after the commencement of disability from such sick- 
 ness. 
 
 (5). A standard provision relative to sufficiency of notice of 
 claim, which shall be in the following form, and in which the in- 
 surer shall insert, in the blank space, such office and its location 
 as it may desire to designate for such purpose of notice. 
 
 5. Such notice given by or in behalf of the insured or benefi- 
 ciary, as the case may be, to the insurer at , or 
 
 to any authorized agent of the insurer, with particulars sufficient 
 to identify the insured, shall be deemed to be notice to the in- 
 surer. Failure to give notice within the time provided in this 
 policy shall not invalidate any claim if it shall be shown not to 
 have been reasonably possible to give such notice and that notice 
 was given as soon as was reasonably possible. 
 
 (6). A standard provision relative to furnishing forms for the 
 convenience of the insured in submitting proof of loss, as fol- 
 lows: 
 
 6. The insurer upon receipt of such notice, will furnish to the 
 claimant such forms as are usually furnished by it for filing 
 proofs of loss. If such forms are not so furnished within fif- 
 teen days after the receipt of such notice, the claimant shall be 
 deemed to have complied with the requirements of this policy as 
 to proof of loss upon submitting within the time fixed in the 
 policy for filing proofs of loss, written proof covering the oc- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 373 
 
 currence, character and extent of the loss for which claim is 
 made. 
 
 (7). A standard provision relative to filing proof of loss, 
 which shall be in such one of the following forms as may be ap- 
 propriate to the indemnities provided: 
 
 (A) — 7. Affirmative proof of loss must be furnished to the in- 
 surer at its said office within ninety days after the date of the 
 loss for which claim is made. 
 
 (B) — 7. Affirmative proof of loss must be furnished to the 
 insurer at its said office within ninety days after the termination 
 of the period of disability for which the company is liable. 
 
 (C) — 7. Affirmative proof of loss must be furnished to the in- 
 surer at its said office in case of claim for loss of time from dis- 
 ability within ninety days after the termination of the period for 
 which the insurer is liable, and in case of claim for any other 
 loss, within ninety days after the date of such loss. 
 
 (8). A standard provision relative to examination of the per- 
 son of the insured, and relative to autopsy, which shall be in the 
 following form : 
 
 8. The insurer shall have the right and opportunity to examine 
 the person of the insured when and so often as it may reasonably 
 require during the pendency of claim hereunder, and also the 
 right and opportunity to make an autopsy in case of death where 
 it is not forbidden by law. 
 
 (9). A standard provision relative to the time within which 
 payments, other than those for loss of time on account of disa- 
 bility, shall be made, which provision may be in either of the fol- 
 lowing two forms, and which may be omitted from any policy 
 providing only indemnity for loss of time on account of disability. 
 The insurer shall insert, in the blank space, either the word "im- 
 mediately," or appropriate language to designate such period of 
 time, not more than sixty days, as it may desire. Form (A) to 
 be used in policies which do not provide indemnity for loss of 
 time on account of disability, and Form (B) to be used in policies 
 which do so provide: 
 
 (A)— 9. All indemnities provided in this policy will be paid 
 , after receipt of due proof. 
 
 (B) — 9. All indemnities provided in this policy for loss, other 
 
 than that of time on account of disability, will be paid 
 
 after receipt of due proof. 
 
 (10). A standard provision relative to periodical payments of 
 
374 PRIVATg CORPORATIONS IN PENNSYLVANIA. 
 
 indemnity for loss of time on account of disability, which provi- 
 sion shall be in the following form, and which may be omitted 
 from any policy not providing for such indemnity. The insurer 
 shall insert in the first blank space of the form appropriate lan- 
 guage to designate the proportion of accrued indemnity it may 
 desire to pay, which proportion may be all, or any part not less 
 than one-half, and in the second blank space shall insert any 
 period of time not exceeding sixty days. 
 
 ID. Upon request of the insured and subject to due proof of 
 
 loss accrued indemnity for loss of time 
 
 on account of disability will be paid at the expiration of each 
 
 , during the continuance of the period for 
 
 which the insurer is liable and any balance remaining unpaid at 
 the termination of such period will be paid immediately upon re- 
 ceipt of due proof. 
 
 (ii). A standard provision relative to indemnity payments, 
 which may be in either of the two following forms : Form (A) 
 to be used in policies which designate a beneficiary, and Form 
 (B) to be used in policies which do not designate any beneficiary 
 other than the insured : 
 
 (A) — II. Indemnity for loss of life of the insured is pay- 
 able to the beneficiary if surviving the insured, and otherwise to 
 the estate of the insured. All other indemnities of this policy 
 are payable to the insured. 
 
 (B) — II. All the indemnities of this policy are payable to the 
 insured. 
 
 (12). A standard provision providing for cancellation of the 
 policy at the instance of the insured, which shall be in the follow- 
 ing form: 
 
 12. If the insured shall at any time change his occupation to 
 one classified by the insurer as less hazardous than that stated 
 in the policy, the insurer, upon written request of the insured and 
 surrender of the policy, will cancel the same and will return to 
 the insured the unearned premium. 
 
 (13). A standard provision relative to the rights of the ben- 
 eficiary under the policy, which shall be in the following form, 
 and which may be omitted from any policy not designating a 
 beneficiary. 
 
 13. Consent of the beneficiary shall not be requisite to sur- 
 render or assignment of this policy, or to change of beneficiary, 
 or to any other changes in the policy. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 375 
 
 (14). A standard provision limiting the time within which suit 
 may be brought upon the policy, as follows : 
 
 14. No action at law or in equity shall be brought to recover 
 on this policy prior to the expiration of sixty days after proof 
 of the loss has been filed in accordance with the requirements 
 of this policy, nor shall such action be brought at all unless 
 brought within two years from the expiration of the time within 
 which proof of loss is required by the policy. 
 
 (15). A standard provision relative to time limitations of the 
 policy, as follows : 
 
 15. If any time limitation of this policy with respect to giving 
 notice of claim or furnishing proof of loss is less than that per- 
 mitted by the law of the state in which the insured resides at the 
 time this policy is issued, such limitation is hereby extended to 
 agree with the minimum period permitted by such law.'* 
 
 2021. Prohibited Provisions in Policies— Optional Provisions. 
 
 No such policy shall be so issued or delivered which contains 
 any provision (i) relative to cancellation at the instance of the 
 insurer, or (2) limiting the amount of indemnity to a sum less 
 than the amount stated in the policy and for which the premium 
 has been paid, or (3) providing for the deduction of any pre- 
 mium from the amount paid in settlement of claim, or (4) rela- 
 tive to other insurance by the same insurer, or (5) relative to 
 the age limits of the policy, — unless such provisions, which are 
 hereby designated as optional standard provisions, shall be in 
 the words and in the order in which they are hereinafter set 
 forth; but the insurer may, at its option, omit from the policy 
 any such optional standard provision. Such optional standard 
 provisions, if inserted in the policy, shall immediately succeed the 
 standard provisions named in section three of this act. 
 
 (i). An optional standard provision relative to cancellation 
 of the policy at the instance of the insurer, as follows : 
 
 16. The insurer may cancel this policy at any time by written 
 notice delivered to the insured or mailed to his last address as 
 shown by the records of the insurer, together with cash or the 
 insurer's check for the unearned portion of the premiums actual- 
 ly paid by the insured, and such cancellation shall be without 
 prejudice to any claim originating prior thereto. 
 
 (2). An optional standard provision relative to reduction of 
 
 (70) Sec. 3, Act of July 7, 1913, P. L. 698. 
 
376 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the amount of indemnity to a sum less than that stated in the 
 policy, as follows: 
 
 17. If the insured shall carry with another company, corpora- 
 tion, association or society other insurance covering the same loss 
 without giving written notice to the insurer, then in that case 
 the insurer shall be liable only for such portion of the indemnity 
 promised as the said indemnity bears to the total amount of like 
 indemnity in all policies covering such loss, and for the return 
 of such part of the premium paid as shall exceed the pro rata 
 for the indemnity thus determined. 
 
 (3). An optional standard provision relative to deduction of 
 premium upon settlement of claim, as follows : 
 
 18. Upon the payment of claim hereunder any premium then 
 due and unpaid or covered by any note or written order may be 
 deducted therefrom. 
 
 (4). An optional standard provision relative to other insurance 
 by the same insurer, which shall be in such one of the following 
 forms as may be appropriate to the indemnities provided, and in 
 the blank spaces of which the insurer shall insert such upward 
 limits of indemnity as are specified by the insurer's classification 
 of risks, filed as required by this act. 
 
 (A) — 19. If a like policy or policies, previously issued by the 
 insurer to the insured be in force concurrently herewith, making 
 
 the aggregate indemnity in excess of $ , the excess 
 
 insurance shall be void and all premiums paid for such excess 
 shall be returned to the insured. 
 
 (B) — 19. If a like policy or policies, previously issued by the 
 insurer to the insured be in force concurrently herewith, making 
 the aggregate indemnity for loss of time on account of disability 
 
 in excess of $ , weekly, the excess insurance shall be 
 
 void and all premiums paid for such excess shall be returned to 
 the insured. 
 
 (C) — 19. If a like policy or policies, previously issued by the 
 insurer to the insured be in force concurrently herewith, making 
 the aggregate indemnity for loss, other than that of time on ac- 
 count of disability, in excess of $ , or the aggregate 
 
 indemnity for loss of time on account of disability in excess of 
 
 $ weekly, the excess insurance of either kind shall 
 
 be void and all premiums paid for such excess shall be returned 
 to the insured. 
 
 (5). An optional standard provision relative to the age limits 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 377 
 
 of the policy, which shall be in the following form, and in the 
 blank spaces of which the insurer shall insert such number of 
 years as it may elect. 
 
 20. The insurance under this policy shall not cover any person 
 
 under the age of years nor over the age of years. 
 
 Any premium paid to the insurer for any period not covered by 
 this policy will be returned upon request.^^ 
 2021a. Prohibited Provisions. 
 
 No such policy shall be issued or delivered if it contains any 
 provision contradictory, in whole or part, of any of the provi- 
 sions hereinbefore, in this act, designated as "Standard Provi- 
 sions" or as "Optional Standard Provisions"; nor shall any en- 
 dorsements or attached papers vary, alter, extend, be used as a 
 substitute for, or in any way conflict with any of the said 
 "Standard Provisions" or the said "Optional Standard Provi- 
 sions"; nor shall such policy be so issued or delivered if it con- 
 tains any provision purporting to make any portion of the char- 
 ter, constitution, or by-laws of the insurer a part of the policy, 
 unless such portion of the charter, constitution, or by-laws shall 
 be set forth in full in the policy ; but this prohibition shall not be 
 deemed to apply to any statement of rates or classification of 
 risks, filed with the Insurance Commissioner in accordance with 
 the provisions of this act.^^* 
 2021b. Miscellaneous Bequirements. 
 
 The falsity of any statement in the application for any policy 
 covered by this act shall not bar the right to recovery thereunder, 
 unless such false statement was made with actual intent to de- 
 ceive, or unless it matericJly affected either the acceptance of 
 the risk or the hazard assumed by the insurer.^^** 
 
 The acknowledgment by any insurer of the receipt of notice 
 given under any policy covered by this act, or the furnishing of 
 forms for filing proofs of loss, or the acceptance of such proofs, 
 or the investigation of any claim thereunder, shall not operate 
 as a waiver of any of the rights of the insurer in defense of any 
 claim arising under such policy.'^ 
 
 No alteration of any written application for insurance, by 
 erasure, insertion, or otherwise, shall be made by any person 
 other than the applicant without his written consent, and the 
 
 (71) Sec. 4, Act of July 7, 1913, P. L. 698. 
 (71*) Sec. 5, Act of July 7, I9I3> P- L- 698. 
 (71**) Sec. 6, Act of July 7, 1913, P. h. 698. 
 
 (72) Sec. 7, Act of July 7, 1913, P. L. 698. 
 
 25 
 
378 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 making of any such alteration without the consent of the appli- 
 cant shall be a misdemeanor. If such alteration shall be made 
 by any officer of the insurer, or by any employe of the insurer 
 with the insurer's knowledge or consent, then such act shall be 
 deemed to have been performed by the insurer thereafter issuing 
 the policy upon such altered application. The Commissioner may 
 revoke the license of the insurer for any violation of this sec- 
 tion."* 
 
 A policy issued in violation of this act shall be held valid, but 
 shall be construed as provided in this act; and, when any provi- 
 sion in such a policy is in conflict with any provision of this act, 
 such provision shall be invalid, and the policy shall be deemed to 
 contain all of the standard provisions.'^" 
 2028. Frovisioiis in Policies of Foreign Companies. 
 
 The policies of insurance against accidental bodily injury or 
 sickness, issued by an insurer not organized under the laws of 
 this Commonwealth, may contain, when issued in this 
 Commonwealth, any provision which the law of the state, 
 territory, or district of the United States, under which the in- 
 surer is organized, prescribes for insertion in such policies; and 
 the policies of insurance against accidental bodily injury or sick- 
 ness, issued by an insurer organized under the laws of this Com- 
 monwealth, may contain, when issued or delivered in any other 
 state, territory, district, or country, any provision required by 
 the laws of the state, territory, district, or country in which the 
 same are issued, anything in this act to the contrary notwith- 
 standing."*** 
 2023a. Discriminations Forbidden. 
 
 Discrimination between individuals of the same class in the 
 amount of premiums or rates charged for any policy of insurance 
 covered by this act, or in the benefits payable thereon, or in any 
 of the terms or conditions of such policy, or in any other manner 
 whatsoever, is prohibited.'* 
 2024. Act Not to Apply to Certain Policies of Insurance. 
 
 Nothing in this act, however, shall apply to or affect any policy 
 of liability or workmen's compensation insurance, or any gen- 
 eral or blanket policy of insurance issued to any municipal cor- 
 
 (72*) Sec. 8, Act of July 7, 1913, P. L. 698. 
 (72**) Sec. 9, Act of July 7, 1913, P. L. 698. 
 (72***) Sec. 10, Act of July 7, 1913, P. L. 698. 
 (73) Sec. II, Act of July 7, 1913, P. L. 698. 
 
PRIVATB CORPORATIONS IN PfiNNSYLVANIA. 379 
 
 poration or department thereof, or to any corporation, co-part- 
 nership, association, or individual employer, police or fire de- 
 partment, underwriters' corps, salvage bureau, or like associa- 
 tions or organizations, where the officers, members or employes, 
 or classes or departments thereof, are insured for their individual 
 benefit against specified accidental bodily injuries or sickness, 
 while exposed to the hazards of the occupation or otherwise, in 
 consideration of a premium intended to cover the risks of all the 
 persons insured under such policy. 
 
 (2). Nothing in this act shall apply to or in any way affect 
 contracts supplemental to contracts of life or endowment in- 
 surance, where such supplemental contracts contain no provisions 
 except such as operate to safeguard such insurance against lapse, 
 or to provide a special surrender value therefor in the event that 
 the insured shall be totally and permanently disabled by reason 
 of accidental bodily injury or by sickness: Provided, That no 
 such supplemental contract shall be issued or delivered to any 
 person in this Commonwealth, unless and until a copy of the 
 form thereof has been submitted to and approved by the Insur- 
 ance Commissioner, under such reasonable rules and regulations 
 as he shall make concerning the provisions in such contracts and 
 their submission to and approval by him. 
 
 (4). The provisions of this act contained in clause five of sec- 
 tion two, and classes two, three, eight, and twelve of section 
 three, may be omitted from railroad ticket policies, sold only at 
 railroad stations, or at railroad ticket offices by railroad em- 
 ployes. ''* 
 
 2025. Penalty for Issuing Policies Contrary to Provisions of Act. 
 
 Every company, corporation, association, society, or other in- 
 surer, or any officer or agent thereof, which or who issues or 
 delivers to any person in this Commonwealth any policy in wilful 
 violation of the provisions of this act, shall be guilty of a misde- 
 meanor, and upon conviction thereof shall be sentenced to pay a 
 fine of not more than three hundred dollars for each offense. 
 The Insurance Commissioner may revoke the license of any com- 
 pany, corporation, association, society, or other insurer of an- 
 other state or country, or of the agent thereof, which or who 
 wilfully violates any provision of this act.'^" 
 
 (73*) Sec. 12, Act of July 17, 1913, P. L. 6g8. 
 (73**) Sec. 13, Act of July 17, 1913, P. L. 698. 
 
380 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 2025a. Act to Take Effect When. 
 
 This act shall take eifect on the first day of October, one thou- 
 sand nine hundred and thirteen. Any policy covered by this 
 act, the form of which has received the approval of the Insur- 
 ance Commissioner, may be issued or delivered in this Common- 
 wealth on and after the said date.''*** 
 
 2026. Only Corporations to Issue Policies of Casualty Insurance. 
 No person, partnership, or association shall issue, sign or seal, 
 
 or in any manner execute, any policy of insurance, contracts of 
 guaranty against loss by any of the casualties provided for in 
 this act, without authority expressly conferred by a charter of in- 
 corporation given according to law: Provided, Nothing herein 
 contained shall prevent anyone from becoming and being ac- 
 cepted as personal surety or guarantor. Any person offending 
 against the provisions of this section, or any person who shall 
 make, execute or issue any policy of insurance, contract, or guar- 
 anty against loss by sickness, accident or other casualty, without 
 being so authorized by law, shall be deemed guilty of a misde- 
 meanor, and upon conviction thereof shall pay a fine not exceed- 
 ing two hundred dollars to the Commonwealth, and the costs of 
 prosecution.'* 
 
 2027. Act not Applicable to Assessment Associations, PratemaJ 
 
 Benefit Societies or Beneficial Relief Associations. 
 This act shall not apply to assessment associations; nor to 
 fraternal benefit societies transacting business through the lodge 
 system, with ritualistic work and a representative government; 
 nor to beneficial and relief associations formed by churches, so- 
 cieties, firms or corporations, with or without ritualistic work, the 
 membership in which is confined to the members of such churches 
 or societies, and to members and employes of such firms or cor- 
 porations.'" 
 
 (3). Nothing in this act shall apply to or in any way affect 
 fraternal benefit societies, or be applicable to policies issued by 
 companies organized under the provisions of the act, approved 
 April twenty-eighth, one thousand nine hundred and three, enti- 
 tled "An act to provide for the incorporation and regulation of 
 corporations for the purpose of making insurance upon the 
 
 (73***) Sec. 14, Act of July 7, 1913. P- L. 698. 
 
 (74) Sec. 32, Act of June I, 1911, P. L. 567. 
 
 (75) Sec. 33, Act of June i, 1911, P. L. 567. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 381 
 
 health of individuals, and against personal injury and disable- 
 ment and death therein ; limiting the amount for which such cor- 
 porations may issue policies. "'°' 
 
 2028. Acts Bepealed. 
 
 Sections twenty-six, twenty-seven, twenty-eight, twenty-nine, 
 thirty, and thirty-one of the act approved June first, one thou- 
 sand nine hundred and eleven, entitled "An act to provide for the 
 incorporation of casualty insurance companies, and for the regu- 
 lation of home and foreign casualty insurance companies, and 
 providing penalties for the violation of any of the provisions of 
 this act," are repealed. 
 
 All other acts or parts of acts inconsistent with this act are re- 
 pealed." 
 
 2029. Incorporation of Life Insurance Companies. 
 
 Any ten or more natural persons, citizens of this Common- 
 wealth, may associate in accordance with the provisions of this 
 act and form an incorporated company for the following pur- 
 poses : — 
 
 To insure the lives of persons, and every insurance appertain- 
 ing thereto; to grant and dispose of annuities; and to insure 
 against personal injury, disablement, or death resulting from 
 traveling or general accidents, and against disablement resulting 
 from sickness, and every insurance appertaining thereto.'^ 
 
 2030. Articles of Association. 
 
 Such persons shall associate by articles of agreement in writr 
 ing, for the purpose of forming an insurance company, which 
 agreement shall specify : 
 
 (a.) The name by which the company shall be known. 
 
 (b.) The class of insurance for the transaction of which it is 
 constituted. 
 
 (c.) The plan or principle upon which the business is to be 
 conducted. 
 
 (d.) The place in which it is to be established or located. 
 
 (e.) The amount of its capital, if any. 
 
 (f.) The general objects of the company. 
 
 (g.) The proposed duration of the company. 
 
 (h.) The powers it proposes to have and exercise. 
 
 (75*) Sec. 12, Act of July 7, 1913, P. L. 698. 
 (76) Sec. 15, Act of July 7, 1913, P. h. 698. 
 {77) Sec. I, Act of June i, 1911, P. L. 581. 
 
382 PRIVATE CORPORATIONS IN PENNSYI<VANIA. 
 
 Any name not previously in use by any existing company may 
 be adopted, but such name must clearly designate the object and 
 purpose of the company, and if a mutual company the word 
 "mutual" must appear in the title thereof. The Insurance Com- 
 missioner may reject any name or title, when, in his judgment, 
 it too closely resembles that of any existing company, or is likely 
 to confuse or mislead the public.'* 
 
 2031. Selection of Officers — Subscription Books — Mutual Companies. 
 The subscribers to said articles of agreement shall choose from 
 their number a president, a secretary, a treasurer, and such num- 
 ber of directors, not less than seven, as they may deem advisable, 
 who shall continue in office until the first annual meeting of the 
 stockholders or insured, as the case may be, and until their suc- 
 cessors are duly chosen and qualified as hereinafter provided. In 
 case a joint-stock company is to be organized, the subscribers 
 shall open books for the subscription of stock in the company, 
 at such times and places as they shall deem convenient and prop- 
 er, and shall keep the same open until the full amount of stock 
 specified in the articles of agreement is subscribed. In case a 
 mutual company is to be organized, the subscribers to the ar- 
 ticles of agreement shall open books to receive applications for 
 insurance, at convenient times and places, and keep the same 
 open until applications for insurance have been obtained in suffi- 
 cient number and amount to comply with the requirements of this 
 act." 
 
 2032. Shares of Stock in Joint-Stock Companies— Forfeiture of Par- 
 tial Payments. 
 The capital of a joint-stock company shall be divided into 
 shares of not less than one hundred dollars; payment of which 
 shall be made in lawful money, ten per centum on each share at 
 the time of subscribing, and the balance at such times as the com- 
 pany may direct, not exceeding nine months from the time of 
 subscription; and the company may prescribe such rules with 
 regard to forfeiture of partial payments on subscriptions as they 
 may deem advisable, which rules shall be binding upon sub- 
 scribers, provided they are made known at the time of subscrip- 
 tion.^o 
 
 (78) Sec. 2, Act of June i, 1911, P. L. 581. 
 
 (79) Sec. 3, Act of June i, 1911, P. L. 581. 
 
 (80) Sec. 4, Act of June i, 1911, P. L. S8i. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 383 
 
 2033. Certificate to Commissioner of Insurance. 
 
 Whenever one-half of the capital mentioned in said articles of 
 agreement shall have been subscribed, and twenty per centum 
 on each subscribed share paid into the hands of the treasurer of 
 the company, the president, treasurer, and a majority of the 
 directors, shall, under their respective oaths or affirmations, make 
 a certificate to the Insurance Commissioner; stating the number 
 and par value of the shares of stock in said company, the names 
 and residences of the subscribers, the number of shares sub- 
 scribed by each, the amount paid in on each share, the amount 
 of money in the hands of the treasurer on account of such pay- 
 ments, and where the same is deposited; and whenever applica- 
 tions for insurance, in the case of a mutual company, shall have 
 been obtained in sufficient number and amount, the president, 
 treasurer, and a majority of the directors of said company, shall, 
 under their respective oaths or affirmations, make a certificate to 
 the Insurance Commissioner, stating the names and residences of 
 the persons applying for insurance in said company, and the 
 amount agreed to be taken by each.*^ 
 
 2034. Acknowledgment of Articles of Association — Approval There- 
 of — Letters Patent. 
 
 The subscribers to said articles of agreement shall acknowledge 
 the same before some person empowered to receive acknowl- 
 edgment of deeds, and forward the same, in duplicate, to the In- 
 surance Commissioner, who shall, in case he approves of the title 
 of the proposed company, certify in duplicate that all the re- 
 quirements of this act in relation to the incorporation of insur- 
 ance companies have been complied with, and submit said articles 
 of agreement to the Attorney-General for examination; and if 
 found by him to be in accordance with the provisions of this act, 
 and not inconsistent with the Constitution of this Commonwealth 
 and of the United States, he shall certify the same, in duplicate, 
 to the Governor, with his approval endorsed thereon. Upon 
 receipt of such articles of agreement, certified as aforesaid, the 
 Governor shall, in case he approves the same, endorse his ap- 
 proval thereon in duplicate, and cause letters patent to issue, 
 erecting the subscribers to said articles of agreement and their 
 associates into a body corporate, with succession under the name 
 designated in said articles of agreement, but it shall not have 
 
 (81) Sec. S, Act of June I, 191 1, P. I,. 581. 
 
384 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 power to engage in the business of insurance until the provisions 
 of this act have otherwise been complied with.'^ 
 
 2035. Becording of Articles of Association. 
 
 The Secretary of the Commonwealth shall cause the articles 
 of agreement aforesaid, together with the proceedings had there- 
 on, and certificate to the Governor, after the approval of the 
 Governor has been endorsed on said articles of agreement, and 
 letters patent have been issued, to be recorded in a book kept for 
 that purpose; and he shall return one of the said articles of 
 agreement to the company, who shall have the same recorded in 
 the recorder's office of the county in which the said company is 
 located. The Secretary of the Commonwealth shall furnish the 
 Insurance Commissioner with a certified copy of said letters 
 patent; and shall also certify the duplicate articles of agreement, 
 with all endorsements thereon, and file the same in the office of 
 the Insurance Commissioner; and certified copies of the same 
 may be used in evidence for or against the company, with the 
 same effect as the original.*' 
 
 2036. Issue of Stock Certifloates— Certificates of Authority. 
 
 As soon as the entire amount of the authorized capital of a 
 joint-stock company, incorporated under this act, has been paid 
 in, certificates shall be issued therefor to the persons entitled to 
 receive the same, which certificates shall be transferable at any 
 time upon the books of the company; and the president or 
 secretary of the company shall notify the Insurance Commissioner 
 that the capital of the company has been paid in, and that it is 
 ready to commence business. Upon receipt of which notice the 
 Insurance Commissioner shall, in person, or by deputy or exam- 
 iners, examine the company ; and, in case he finds that it has com- 
 plied with the provisions of this act, and is possessed of funds, in- 
 vested in the manner hereinafter specified, equal to the amount of 
 its capital, he shall issue to said company a certificate showing 
 that it has been organized in accordance with the provisions of 
 this act, and that it has the requisite amount of capital for the 
 transaction of business in the Commonwealth, which certificate 
 shall empower the company to issue policies, otherwise transact 
 the business of insurance for which it was organized.** 
 
 (82) Sec. 6, Act of June i, 1911, P. L. S8i. 
 
 (83) Sec. 7, Act of June I, 1911, P. L. 581. 
 
 (84) Sec. 8, Act of June I, 1911, P. L. 581. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 385 
 
 2037. Non-User of Pranchises. 
 
 If any company created under this act does not commence to 
 issue policies within one year from the date of its letters patent, 
 its corporate powers and existence shall cease; and the court, 
 upon petition of the Attorney-General, may fix by decree the time 
 within which it shall settle and close its affairs.'" 
 
 2038. Term of Charters. 
 
 The charters for incorporation named in this act may be per- 
 petual or limited in time, as the articles of agreement shall 
 specify; and the General Assembly reserves the power to revoke 
 or annul any charter, granted or accepted under this act, when- 
 ever, in the opinion of the said General Assembly, it may be in- 
 jurious to the citizens of this Commonwealth ; in such manner, 
 however, that no injustice shall be done to the incorporators or 
 their successors. ^^ 
 
 2039. By-Laws— Seal. 
 
 Companies organized under this act shall have power to make 
 such by-laws as may be deemed necessary for the government of 
 its officers and the conduct of its affairs, and the same, when nec- 
 essary, to alter and amend ; and to make and have a common seal 
 and change and alter the same at their pleasure. '^ 
 
 2040. Annual Ifeetings — Election of Directors — Powers — Quorum. 
 The annual meeting for the election of directors shall be held 
 
 at such time in the month of January as the by-laws of the com- 
 pany may direct ; of the time and place of which meeting at least 
 thirty days' previous notice shall be given to the stockholders 
 or members, by publication not less than three times each in at 
 least two daily or weekly newspapers, and in the legal periodical, 
 if any, designated by the rules of court of the proper county for 
 the publication of legal notices published in the city or county 
 wherein the company is domiciled. At such annual meeting the 
 stockholders or members shall elect by ballot, from their own 
 number, not less than seven directors, a majority of whom shall 
 be residents of this Commonwealth, to serve for one year and 
 until their successors are duly chosen : Provided, however, That 
 any company incorporated under this act, or any such insurance 
 company heretofore incorporated under any general or special 
 
 (8s) Sec. 9, Act of June i, 191 1, P. L. 581. 
 
 (86) Sec. 10, Act of June i, 1911, P. h. S8i. 
 
 (87) Sec. II, Act of June i, 1911, P. L. S8i. 
 
386 PRIVATE CORPORATIONS IN PENNSYI,VANIA. 
 
 laws of this Commonwealth, may provide in its by-laws for the 
 division of its board of directors or trustees into two, three, or 
 four classes, and the election thereof at its annual meetings in 
 such manner that the members of one class only shall retire, and 
 their successors be chosen, each year. Vacancies may be filled 
 by election by the board for the unexpired term. In the choice 
 of directors or trustees, and at all meetings of the company, each 
 share of stock in a joint-stock company, and each member in a 
 mutual company, shall be entitled to one vote. Proxies may be 
 authorized by written power of attorney. The record of the 
 votes made by the secretary, which shall show whether the same 
 were cast in person or by proxy, shall be evidence of all such elec- 
 tions. If, for any cause, the stockholders or members shall fail 
 to elect directors or trustees at any annual meeting, the directors 
 or trustees may call a special meeting for that purpose, on some 
 subsequent day, of which notice shall be given as hereinbefore 
 provided. The directors or trustees, before they are qualified to 
 act, shall file with the secretary a written acceptance of the trust ; 
 and they, or a majority thereof, when statedly convened at the 
 office of the company, or when convened after special notice 
 given to each member, shall be competent to exercise all the 
 powers vested in them by law. Not less than four shall consti- 
 tute a quorum. The directors or trustees shall annually choose, 
 by ballot, a president, who shall be a member of the board, a 
 secretary, a treasurer, who may also be either the president or 
 secretary, and such other officers as the by-laws may provide; 
 and they shall fix the salaries of the president and secretary, and 
 fix the salaries or compensation of such other officers and agents 
 as the by-laws prescribe. Vacancies in any office may be filled 
 by the directors or trustees, or by the stockholders or members, 
 as the by-laws shall prescribe.*® 
 
 2041. Execution of Policies. 
 
 Policies of insurance, made or entered into by any company, 
 may be made either with or without the seal thereof, and they 
 shall be subscribed by the president, or such other officer as may 
 be designated by the directors or trustees for that purpose, and 
 attested by the secretary or other designated officer, and when 
 so subscribed and attested shall be obligatory on the company.'" 
 
 (89) Sec. 12, Act of June I, 1911, P. L,. 581. 
 
 (90) Sec. 13, Act of June i, 1911, P. L. S8i. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 387 
 
 2042. Minimum Paid-up Capital — Acceptance of Act. 
 
 Joint-Stock companies, organized under this act to insure lives, 
 must either have a capital of not less than two hundred thousand 
 dollars, or a capital of one hundred thousand dollars, and, in ad- 
 dition thereto, a net surplus of not less than two hundred thou- 
 sand dollars. Joint-stock companies organized to insure lives, 
 and also to insure against personal accident and sickness, must 
 have a capital of at least three hundred thousand dollars. Com- 
 panies organized to insure lives on the mutual plan must have 
 applications for insurance to the amount of one million dollars, 
 by not less than four hundred persons. Companies heretofore 
 organized in this Commonwealth to insure lives may also insure 
 against disability, accident, and sickness; and companies hereto- 
 fore organized under the provisions of the act of April twenty- 
 eighth, one thousand nine hundred and three, having a capital 
 of not less than three hundred thousand dollars, may be author- 
 ized to transact life insurance and personal accident and sick- 
 ness, as specified in section one of this act, by filing with the In- 
 surance Commissioner a resolution of the board of directors or 
 trustees, duly approved by the stockholders or members at a 
 meeting specially called for that purpose, accepting the provisions 
 of this act, and agreeing to be governed thereby as fully as though 
 organized hereunder.*^ 
 
 2043. Minimum Paid-up Capital of Foreign Companies. 
 Companies of other states and foreign governments to insure 
 
 lives, in order to be licensed to do business in this Common- 
 wealth, must have a paid up and safely invested capital, if a 
 company of another state, or a deposit in the United States, if 
 a company of a foreign government, of not less than the amount 
 required herein for domestic companies. Mutual companies, or- 
 ganized under the laws of any other of the United States, for 
 the transaction of life insurance, may be admitted to do busi- 
 ness in this Commonwealth, if it has the requisite funds of a life 
 insurance company, and, in the opinion of the Commissioner, 
 is in sound financial condition, and has policies in force upon not 
 less than five hundred lives, for an aggregate amount of not less 
 than one million dollars : Provided, That any company licensed 
 to transact business in this state at the time of the passage of this 
 act, having less capital or assets than that required herein for 
 
 (91) Sec. 14, Act of June i, 191 1, P. L. S8i. 
 
388 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 domestic companies, may be licensed so long as, in the opinion 
 of the Commissioner, it is in a sound financial condition and 
 otherwise complies with all requirements of law.°^ 
 
 2044. Investment of a Sum Equal to Capital and Beserves. 
 
 A sum equal to the capital and reserves of any life insurance 
 company organized under the laws of this Commonwealth shall 
 be invested as follows : — 
 
 One. — In such real estate as it is authorized by this act to 
 hold. 
 
 Two. — In bonds of the United States or District of Columbia, 
 or of any state or territory of the United States. 
 
 Three. — In legally authorized bonds, notes, warrants, or ob- 
 ligations of any city, town, county, borough, township, munici- 
 pality, school district, or water, sewer, drainage, road, or other 
 governmental district or division located in this Commonwealth 
 or in any state of the United States. 
 
 Four. — In ground-rents and in loans upon unincumbered real 
 estate in any state of the United States or the District of Co- 
 lumbia: Provided, That no loan shall exceed sixty per centum 
 of the fair market value thereof at the time of such loan. 
 
 Five. — In loans upon the security of its own policies, not ex- 
 ceeding the net value of the policy at the time of making the 
 loan. 
 
 Six. — In first encumbrances upon standard steam railroads, 
 street or interurban railways, or upon their rolling-stock equip- 
 ment; or of water, gas, or other public utilities companies; or 
 bonds issued to retire a prior debt, or bonds prior thereto, or in 
 other bonds or notes of the above named corporations upon 
 which no default in interest exists at the time of purchase : Pro- 
 vided, however. That the Insurance Commissioner may permit 
 any company to invest sufficient of its capital and funds in the 
 securities of a foreign government in order to enable it to com- 
 ply with the laws of such foreign government and transact busi- 
 ness therein : And provided, further. That this section shall not 
 be so construed as to require any life insurance company hereto- 
 fore organized under the laws of this Commonwealth, and now 
 transacting business herein, to dispose of any securities or invest- 
 ments legally acquired ; and nothing herein contained shall be so 
 construed as to prevent any such company from acquiring or 
 
 (92) Sec. IS, Act of June i, 1911, P. L. 581. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 389 
 
 holding property taken in reorganization or foreclosure proceed- 
 ings, or which may be obtained in satisfaction of any debt pre- 
 viously contracted.'* 
 
 2045. Investment of Surplus— Forbidden Investments. 
 
 Any money, over and above the capital and reserves of any 
 such insurance company, may be invested in securities above 
 enumerated; in first encumbrances upon street or interurban 
 railways, or of water, gas, or other public utility companies; or 
 in the standard and listed stock, or other evidences of indebted- 
 ness, of any solvent dividend-paying corporation, created under 
 the laws of this Commonwealth or of any other state of the 
 United States ; or loaned upon the pledge of the same, except its 
 own stock or the stock of any other insurance company trans- 
 acting like classes of business : Provided, The current market 
 value of such securities shall be at least twenty per centum more 
 than the sum loaned thereon. But no such insurance company 
 shall invest any of its funds in any unincorporated business or 
 enterprise; nor in the stocks or evidences of indebtedness of 
 any corporation, the owners or holders of which stock or evi- 
 dences of indebtedness may, in any event, be or become liable 
 on account thereof to any assessment, except for taxes. Not 
 more than one-fifth of its capital shall be invested in a single 
 mortgage, nor shall any of its funds be loaned on personal se- 
 curity. No such company shall hereafter invest or acquire, di- 
 rectly or indirectly, more than ten per centum of the capital 
 stock of any corporation ; nor shall more than ten per centum 
 of its capital and surplus be invested in the stock of any corpora- 
 tion. No such company shall enter into any agreement to with- 
 hold from sale any of its property, but the disposition of its 
 property shall be at all times within the control of its board of 
 directors or trustees. If any investment or loan is made in 
 a manner not authorized by this act, the officers and directors 
 making or authorizing the same shall be personally liable for any 
 loss occasioned thereby.'^ 
 
 2046. Holding of Heal Estate. 
 
 The real estate which it shall be lawful for any life insurance 
 company, heretofore incorporated under any general or special 
 
 (93) Sec. 16, Act of June i, igil, P. L. S8i. 
 (95) Sec. 17, Act of June i, 191 1, P. L- 581. 
 
390 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 law of this Commonwealth, or hereafter incorporated under this 
 act, to purchase, receive, hold, and convey shall be : 
 
 One. — Such as shall be requisite for its immediate accomoda- 
 tion in the convenient transaction of business. 
 
 Two. — Such as shall have been mortgaged to it in good faith 
 by way of security for loans previously contracted for, or for 
 moneys due. 
 
 Three.- — Such as shall have been conveyed to it in satisfaction 
 of debts previously contracted in the course of its dealings. 
 
 Four. — Such as shall be purchased at sales upon judgments, 
 decrees, or mortgages, obtained or made for debts due said 
 company, or for debts due other persons, where said company 
 may have liens or encumbrances on the same, and the purchase 
 is deemed necessary to save the company from loss : Provided, 
 That whenever such company shall have the power of receiving 
 and executing trusts, it shall be and is hereby authorized and 
 empowered to take, receive, and hold all estates and property, 
 real and personal, which may be granted, committed, trans- 
 ferred, or conveyed to it, with its consent, upon any trust or 
 trusts whatsoever, at any time or times, by any person, persons, 
 body or bodies corporate, or by any court of the United States or 
 of this state, and to administer, fulfill, and discharge the duties 
 of such trusts.'* 
 
 2047. Official Perquisites Forbidden. 
 
 No director, trustee, or officer of any life insurance company, 
 incorporated under any law of this Commonwealth, shall receive 
 any money or valuable thing for negotiating, procuring, recom- 
 mending, or aiding in any purchase by or sale to such company 
 of any property, or any loan from such company; nor be di- 
 rectly or indirectly pecuniarily interested, either as principal, 
 co-principal, agent, or beneficiary, in any such purchase, sale 
 or transaction : Provided, That nothing herein contained shall 
 prevent a life insurance company from making a loan upon a 
 policy held therein by the borrower, not in excess of the cash 
 value thereof. Any person wilfully violating any provision of 
 this section shall be guilty of a misdemeanor, and upon conviction 
 shall be fined five hundred dollars.^'' 
 
 (96) Sec. 18, Act of June i, 1911, P. L. S8i. 
 
 (97) Sec. 19, Act of June I, 191 1, P. L. 581. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 39I 
 
 2048. Dividends. 
 
 No life insurance company, heretofore or hereafter organized 
 in this Commonwealth, shall make any dividend on its capital 
 except from the profits arising from its business ; and, in esti- 
 mating such profits, there shall be first charged as a liability 
 the capital of the company, all unpaid losses or other claims, all 
 liabilities for reserve as required by law, and also all sums due 
 the company on bonds and mortgages, stocks, and book accounts, 
 of which no part of the principal or the interest thereon has 
 been paid during the last calendar year, and for which the fore- 
 closure or suit has not been commenced for collection, or which 
 after judgment obtained thereon shall have remained more than 
 two years unsatisfied, and on which interest shall not have been 
 paid, and also all interest due or accrued and remaining unpaid, 
 and all other debts or obligations of the company.'* 
 
 2049. Minimum Guarantee Capital of Mutual Insurance Companies 
 — Certificate to Insurance Commissioner — Letters Patent — 
 Certificate of Authority. 
 
 Companies organized to insure lives on the mutual plan must 
 have a guarantee capital, before commencing business, of not 
 less than two hundred thousand dollars, fifty per centum of which 
 shall be paid in cash before commencing business. Said com- 
 panies shall be organized by articles of agreement, as herein- 
 before prescribed; and the subscribers to said articles of agree- 
 ment shall open books to receive subscriptions to the guarantee 
 capital, as provided in the case of joint-stock companies. As 
 soon as the entire amount of said guarantee capital has been 
 subscribed, and fifty per centum thereof paid in lawful money to 
 the treasurer, and the subscribers' obligations given for the re- 
 maining fifty per centum thereof, the president, treasurer, and 
 a majority of the directors, shall, under their respective oaths or 
 affirmations, make a certificate to the Insurance Commissioner, 
 stating the number and par value of the shares of guarantee 
 stock in said company, the name and residence of the subscribers, 
 the number of shares subscribed by each, the amount paid in on 
 each share, the form of obligation taken for the unpaid moiety, 
 the amount of money in the hands of the treasurer, and where 
 the same is deposited; and the Governor shall, in the same form 
 and under the same conditions as prescribed in this act for joint- 
 
 (98) Sec. 20, Act of June i, 191 1, P. L. S8i. 
 
392 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 stock companies, erect said subscribers and their associates into 
 a body corporate, with succession; and thereupon the Insurance 
 Commissioner shall make an examination, and if he finds that 
 the necessary amount of insurance has been applied for, and 
 that fifty per centum of the guarantee capital has been paid in 
 and invested, less the necessary expenses of organization, he 
 shall issue a certificate authorizing the company to commence 
 business.®' 
 2050. Kutual Life Insurance Companies — Notes for Unpaid Moiety 
 
 of Guarantee Capital — Assessments— Disposition of Excess 
 
 of Profits. 
 Every person subscribing to the guarantee capital of any mu- 
 tual company, organized under this act, shall give to said com- 
 pany his note or obligation, in such form as the by-laws of the 
 company may prescribe, for the unpaid moiety of the guarantee 
 capital so subscribed, which note or obligation shall be liable to 
 assessment or assessments, from time to time, as may be deemed 
 necessary by the directors of said company, for the successful 
 prosecution of its business; and such assessments may be made, 
 to meet the losses, expenses, insurance reserve, and other ob- 
 ligations of such company, until the whole amount of such note 
 or obligation shall be paid. All assessments shall be made pro 
 rata upon the entire amount of unpaid subscriptions, and the 
 same shall be collected by suit at law as other debts of like char- 
 acter are collectible. The subscribers to the guarantee capital 
 shall be entitled to receive from such company interest, pay- 
 able semi-annually, at such rate, not exceeding six per centum, 
 as may be agreed upon at the time of subscribing, if the net 
 surplus over a requisite reservation for liabilities and contin- 
 gencies is sufficient to pay the same, and, if less than the sum 
 originally agreed on, it shall be made equal to it when the profits 
 of the company are sufficient. Whenever the lawful invested 
 assets of such company shall exceed the reserve and other lia- 
 bilities to an amount equal to the amount of the guarantee cap- 
 ital subscribed, the directors, at their option, may retire or return 
 all or such portion of the guarantee capital to the subscribers as 
 the interest of the company may warrant; but no sum in cash 
 shall be returned exceeding that actually paid in, with the in- 
 terest due and unpaid.^"" 
 
 (99) Sec. 21, Act of June i, 1911, P. L. S8i. 
 
 (100) Sec. 22, Act of June I, 1911, P. L. S8i. 
 
PRIVATE CORPORATIONS IN PENNSYtVANIA. 393 
 
 2051. Companies Without Capital Stock May Maintain a Surplus 
 or Safety Fund. 
 Any life insurance company without capital stock incorporated 
 under the laws of this Commonwealth and transacting business 
 therein, may establish and maintain, or, if already established, 
 may continue to maintain, a surplus or safety fund to an 
 amount not in excess of ten per centum of its reserve, or one 
 hundred thousand dollars, whichever is greater, and the excess 
 of the market value of its securities over their book value: 
 Provided, That in cases where the surplus or safety fund 
 at present existing, exclusive of all accumulations held on 
 account of the outstanding deferred dividend policies, exceeds 
 the limit above designated, the company shall be entitled to re- 
 tain said surplus or safety fund, but shall not be entitled to add 
 thereto so long as it exceeds said limit : And provided, That, for 
 cause shown, the Insurance Commissioner may at any time, 
 and from time to time, permit any corporation to accumulate 
 and maintain a surplus or safety fund in excess of the limit 
 above mentioned, for a prescribed period, not exceeding one 
 year in any one permission, by filing in his office a decision stat- 
 ing his reasons therefor, and causing the same to be published in 
 his next annual report.^ 
 
 2052. Amendment of Charters. 
 
 Any life insurance company of this Commonwealth may pro- 
 cure an amendment to its charter by calling a special meeting 
 of the stockholders, notice of the object of which meeting shall 
 be given, by advertisement for four weeks preceding, in at 
 least two daily or weekly newspapers and in the legal periodical, 
 if any, designated by the rules of court of the proper county 
 for the publication of legal notices, published in the city or 
 county where the principal office of the company is located, or 
 by circular mailed to the address of each stockholder. If at 
 such meeting two-thirds of the votes, cast in person or by proxy, 
 shall favor a resolution agreeing that said company shall hold 
 its charter subject to the provisions of the Constitution of the 
 Commonwealth, and setting forth at length the sections of its 
 existing charter which it desires to retain, and agreeing to be 
 subject to the provisions of this act, said resolution and the 
 number of votes cast for and against the same at the special 
 
 (i) Sec. 23, Act of June i, 191 1, P. L. S8i. 
 26 
 
394 PRIVATB CORPORATIONS IN PENNSYLVANIA. 
 
 meeting aforesaid shall be spread on the records of said com- 
 pany, and a certified copy of the same forwarded to the Insur- 
 ance Commissioner, who shall submit the same to the Attorney 
 General, and, in case he approves of said resolution, he shall 
 certify his approval thereof to the Governor, and when ap- 
 proved by the Governor and recorded in the office of the Sec- 
 retary of the Commonwealth, they shall be deemed and taken to 
 form part of the charter of said company.^ 
 
 2053. Copies of Eorms of Policies to be Piled with. Insurance Com- 
 missioner — Bequirements as to Provisions in Policies. 
 
 On and after January first, nineteen hundred and twelve, no 
 policy of life or endowment insurance shall be issued or deliv- 
 ered in this Commonwealth, unless and until a copy of the form 
 thereof has been filed with the Insurance Commissioner; nor 
 if the Insurance Commissioner notifies the company, in writing, 
 that in his opinion the form of said policy does not comply with 
 the requirements of the laws of this Commonwealth, specifying 
 the reasons for his opinion: Provided, That this action of the 
 Insurance Commissioner shall be subject to review by any court 
 having jurisdiction. Nor shall any such policy, except policies 
 of industrial insurance, where the premiums are payable monthly 
 or oftener, be issued or delivered unless it contains in substance 
 the following provisions : — 
 
 First. — A provision that all premiums shall be payable in ad- 
 vance, either at the home office of the company or to an agent 
 of the company, upon delivery of a receipt signed by one or 
 more of the officers of the company, who shall be named in 
 the policy. 
 
 Second. — A provision that the insured is entitled to a grace, 
 either of thirty days or one month, within which the payment of 
 any premium after the first year may be made, subject, at the 
 option of the company, to an interest charge not in excess of six 
 per centum per annum for the number of days of grace elaps- 
 ing before the payment of the premium, during which period 
 of grace the policy shall continue in full force; but in case the 
 policy becomes a claim during the said period of grace, before 
 the overdue premium, or the deferred premiums of the current 
 policy year, if any, are paid, the amount of such premiums, with 
 
 (2) Sec. 24, Act of June i, 191 1, P. L. s8i. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 395 
 
 interest on any overdue premium, may be deducted in any settle- 
 ment under the policy. 
 
 Third. — A provision that the policy shall be incontestible after 
 not more than two years from its date of issue, except for non- 
 payment of premiums, and for engaging in military or naval 
 service in time of war without the consent in writing of an 
 executive officer of the company. 
 
 Fourth. — A provision that the policy shall constitute the en- 
 tire contract between the parties; but if the company desires to 
 make the application a part of the contract, it may do so, pro- 
 vided a copy of such application shall be endorsed upon or at- 
 tached to the policy when issued, and in such case the policy 
 shall contain a provision that the policy and the application 
 therefor shall constitute the entire contract between the parties. 
 
 Fifth. — A provision that, if the age of the insured has been 
 misstated, the amount payable under the policy shall be such as 
 the premium would have purchased at the correct age. 
 
 Sixth. — A provision that the policy shall participate in the 
 surplus of the company, and that, beginning not later than the 
 end of the third policy-year, the company will annually deter- 
 mine the portion of the divisible surplus accruing on the policy, 
 and that the owner of the policy shall have the right to have 
 the dividend arising from such participation paid in cash, or ap- 
 plied to the payment of premiums, or the purchase of paid up 
 additions to the policy, as the policyholder may elect. 
 
 In lieu of the foregoing provision, the policy may contain a 
 provision that the policy shall participate in the surplus of the 
 company, and that beginning not later than the end of the tenth 
 policy-year, the company will determine the portion of the di- 
 visible surplus accruing on the policy, and that the owner of the 
 policy shall have the right to have the current dividend arising 
 from such participation paid in cash, and that at periods of not 
 more than five years, thereafter, such apportionment and pay- 
 ment, at the option of the policyholder, shall be had. 
 
 Renewable term policies of ten years or less may provide that 
 the surplus accruing to such policies shall be determined and 
 apportioned each year after the second policy-year, and accumu- 
 lated during each renewal period, and that at the end of any 
 renewal period, or renewal of the policy by the insured, the 
 company shall apply the accumulated surplus as an annuity for 
 the next succeeding renewal term in the reduction of premiums. 
 
396 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Seventh. — A provision specifying the options to which the 
 policyholder is entitled, in the event of default in a premium 
 payment after three full annual premiums shall have been paid. 
 
 Eighth. — A provision that after three full years' premiums 
 have been paid the company, at any time w^hile the policy is in 
 force, will advance on proper assignment or pledge of the policy 
 and on the sole security thereof, at a specified rate of interest, 
 a sum equal to or, at the option of the owner of the policy, less 
 than the reserve at the end of the current policy-year on the 
 policy, and on any dividend additions thereto, less a sum not 
 more than two and one-half percentum of the amount insured 
 by the policy and of any dividend additions thereto; and that 
 the company will deduct from such loan value any existing in- 
 debtedness on the policy, and any unpaid balance of the premium 
 for the current policy-year, and may collect interest in advance 
 on the loan to the end of the current policy-year; which pro- 
 vision may further provide, that such loan may be deferred 
 for not exceeding six months after the application therefor is 
 made. A company may, in lieu of the provision hereinabove 
 permitted for the deduction from a loan on the policy of a sum 
 not more than two and one-half per centum of the amount in- 
 sured by the policy and of any dividend additions thereto, insert 
 in the policy a provision that one-fifth of the entire reserve 
 may be deducted in case of a loan under the policy; or may pro- 
 vide therein that the deduction may be the said two and one-half 
 per centum, or the one-fifth of the said entire reserve, at the 
 option of the company. 
 
 Ninth. — A provision which, in event of default in premium 
 payments after premiums shall have been paid for three years, 
 shall secure to the owner of the policy a stipulated form of in- 
 surance, the net value of which shall be at least equal to the 
 reserve at the date of default on the policy and on any dividend 
 additions thereto, specifying the mortality table and rate of 
 interest adopted for computing such reserves, less a sum not 
 more than two and one-half per centum of the amount insured 
 by the policy and of any existing dividend additions thereto, and 
 less any existing indebtedness to the company on the policy. 
 Such provision shall stipulate that the policy may be surrendered 
 to the company at its home office, within one month from date 
 of default for a specified cash value at least equal to the sum 
 which would otherwise be available for the purchase of insurance 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 397 
 
 as aforesaid, and may stipulate that the company may defer 
 payment for not more than six (6) months after the application 
 therefor is made. This provision shall not be required in term 
 insurance of twenty years or less. 
 
 Tenth. — A table showing in figures the loan value, if any, and 
 the options available under the policy, each year, upon default in 
 premium payments, during at least the first twenty years of the 
 policy ; and, if the proceeds of a policy are payable in installments 
 or as an annuity, a table showing the amount of the installment 
 or annuity payments. 
 
 Eleventh. — A provision that the holder of a policy shall be 
 entitled to have the policy reinstated, at any time within three 
 years from the date of default in premium payments, unless the 
 cash surrender value has been duly paid or the extension period 
 expired, upon the production of evidence of insurability satis- 
 factory to the company, and the payment of all overdue pre- 
 miums and any other indebtedness to the company upon said 
 policy, with interest at the rate of not exceeding six per centum 
 per annum. 
 
 Twelfth. — A provision that when a policy shall become a claim 
 by the death of the insured, settlement shall be made upon receipt 
 of due proof of death. 
 
 Any of the foregoing provisions, or parts thereof, not applica- 
 ble to single premium or non-participating or term policies, 
 shall, to that extent, not be incorporated therein, and paragraph 
 eight shall not apply to companies of other states and foreign 
 governments : Provided, however, That the policies of a life 
 insurance company organized under the laws of any other state 
 or foreign government may contain, when issued in this Com- 
 monwealth, any provision which may be prescribed by the laws 
 of the state or government under which the company is or- 
 ganized; and the policies of a life insurance company, organized 
 under the laws of this Commonwealth, may, when issued in 
 any other state, territory, or foreign country, contain any pro- 
 vision required by the laws of such state, territory, or foreign 
 country to be contained in policies issued therein.' 
 
 2054. Provisions Which May Not be Contained in Policies of Life 
 Insurance Except in Policies of Industrial Insurance. 
 No policy of life insurance shall be issued or delivered in this 
 
 (3) Sec. 25, Act of June i, 1911, P. L. 581. 
 
398 PRIVATE CORPORATIONS IN PENNSYI<VANIA. 
 
 Commonwealth, or be issued by any life insurance company 
 organized under the laws of this Commonwealth, except policies 
 of industrial insurance where the premiums are payable monthly 
 or oftener, if it contain any of the following provisions : 
 
 A. — Any provision for forfeiture of the policy for failure to 
 repay any loan on the policy or to pay interest on any such loan, 
 while the total indebtedness on the policy is less than the cash 
 value thereof. In ascertaining the indebtedness due upon the 
 policy loan, the interest, if not paid when due, shall be added to 
 the principal of such loan, and shall bear interest at the rate 
 specified in the note or loan agreement. 
 
 B. — Any provision limiting the time, within which any action 
 at law or in equity may be commenced, to less than two years 
 after the cause of action shall accrue. 
 
 C. — Any provision by which the policy shall purport to be 
 issued or to take effect more than six months before the original 
 application for the insurance was made. 
 
 D. — Any provision for a mode of settlement, at maturity, of 
 less value than the amount insured on the face of the policy, 
 plus dividend additions, if any, less the indebtedness to the com- 
 pany on the policy, and less any premiums that may by the terms 
 of the policy be deducted.* 
 
 2055. Policies for tlie Benefit of Married Women to Inure Solely to 
 Them and Their Children. 
 
 A policy of insurance issued by any company, heretofore or 
 hereafter incorporated, on the life of any person, expressed to 
 be for the benefit of any married woman, whether procured 
 by herself, her husband, or any other person, shall inure to 
 her separate use and benefit, and that of her children, inde- 
 pendently of her husband or his creditors, or the person effect- 
 ing the same or his creditors. If the premium is paid by any 
 person with intent to defraud his creditors, an amount equal 
 to the premium so paid, with interest theron, shall inure to their 
 benefit." 
 
 2056. Who May Cause the Lives of Others to be Insured— Insur- 
 ance of Husband or Father for the Benefit of Wife or Chil- 
 dren. 
 
 No policy or agreement of insurance shall be issued upon 
 
 (4) Sec. 26, Act of June i, 1911, P. L. 581. 
 
 (5) Sec. 27, Act of June i, 1911, P. h- 581. 
 
PRIVATE CORPORATIONS IN PENNSYL\ANIA. 399 
 
 the life of another, except upon the application of the person 
 insured; but a married woman, either in her own name or in the 
 name of a third person as trustee, may cause to be insured the 
 life or health of her husband, for any definite period or for 
 the term of life, and the moneys that may become payable on 
 the contract of insurance shall be payable to her, her repre- 
 sentatives or assigns, free from the claims of the representatives 
 of the husband or any of his creditors. A person liable for the 
 support of a child may take a policy of insurance thereon; and 
 a firm or corporation may take insurance upon its members and 
 its officers and directors, and upon its employes, and for pension 
 and relief fund purposes. Any husband may insure his life or 
 health for the benefit of his wife, and any father may insure 
 his life or health for the benefit of his children, or of any one or 
 more of them; and in case any money becomes payable under 
 the insurance, the same shall be payable to the person or persons 
 for whose benefit the insurance was procured, his, her, or their 
 representatives or assigns, for his, her, or their own use and 
 benefit, free from all representatives of such husband or father 
 or of any of his creditors. If the premium is paid by any person, 
 with intent to defraud his creditors, an amount equal to the 
 premiums so paid, with interest thereon, shall inure to their 
 benefit.® 
 
 2057. raise Bepresentations by Life Insurance Companies — Pen- 
 alty. 
 No life insurance company doing business in this Common- 
 wealth, or agent thereof, shall state or represent by advertise- 
 ment in any newspaper, periodical, or magazine, or by any sign, 
 circular, card, policy of insurance or certificate of renewal 
 thereof, or otherwise, that any funds or assets are in possession 
 of any such company not actually possessed by it, and available 
 for the payment of losses and claims and held for the protection 
 of its policy-holders or creditors ; and no such company, officer, 
 director, trustee, or agent thereof, or any other person, co-part- 
 nership, or corporation, shall issue any illustration, circular, or 
 statement of any sort, misrepresenting the terms of any policy 
 issued by it, or the benefits or advantages promised thereby, or 
 any estimate of the dividends or share of surplus to be received 
 thereon, or shall use any name or title of any policy or class 
 
 (6) Sec. 28, Act of June i, 1911, P. L. S8i. 
 
400 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 of policies, misrepresenting the true nature thereof ; nor shall any 
 such company or agent thereof, or any other person, copart- 
 nership, or corporation, make any misleading representations or 
 incomplete comparison of policies or contracts issued or to be 
 issued to any person insured in another company, for the pur- 
 pose of inducing or tending to induce such person to lapse, 
 forfeit, or surrender his said existing insurance. Any violation 
 of this section shall constitute a misdemeanor; and any person, 
 corporation, or copartnership, upon conviction of violating the 
 same, shall be subject to a fine not exceeding five hundred 
 dollars ($500.00), and an imprisonment of six (6) months, 
 or either or both, at the discretion of the court; and it shall 
 be the duty of the Insurance Commissioner to revoke the license 
 of the company or copartnership or person so offending.^ 
 
 2058. Life Insurance May be "Written Only by Corporations. 
 The business of insuring lives within this Commonwealth by 
 
 any private individual association or partnership is hereby 
 wholly prohibited; and any person who shall solicit or obtain, 
 within this Commonwealth, applications for insurance upon lives 
 by any such private individual association or partnership, con- 
 trary to the provisions of this act, shall be liable to a penalty 
 of one hundred dollars for every application obtained, to be sued 
 for and recovered by the Attorney General, or district attorney 
 of the proper county, either by action of debt or criminal prose- 
 cution; and any person who shall have paid to any agent of 
 such unauthorized individual association or partnership any pre- 
 mium moneys for insurance granted, or to be granted, shall 
 be entitled to recover the same from such agent, or from the 
 person, association, or partnership for which he acted, by an 
 action at law.* 
 
 2059. Salaries of Officers and Employes of Domestic Companies. 
 No domestic life insurance company shall pay any salary, 
 
 compensation, or emolument to any officer, trustee, or director 
 thereof, nor any salary, compensation, or emolument, except 
 commissions accruing on agents' contracts, amounting in any 
 year to more than five thousand dollars, to any person, firm, 
 or corporation, unless such payment be first authorized by a 
 vote of the board of directors of such life insurance company. 
 
 (7) Sec. 29, Act of June i, 1911, P. L. 581. 
 
 (8) Sec. 30, Act of June i, 191 1, P. L. 581. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 40I 
 
 No such life insurance company shall make any agreement with 
 any of its officers, directors, trustees, or salaried employes 
 whereby it agrees that, for any services rendered or to be ren- 
 dered, he shall receive any salary, compensation, or emolument 
 that will extend beyond a period of twelve months from the 
 date of such agreement; and no officer who is paid a salary 
 for his services of more than one hundred dollars per month 
 shall receive any other compensation or emolument, nor shall 
 any director or trustee receive any compensation or emolument, 
 except fees for attendance at committee and board meetings : 
 
 Provided, That the limitation as to time contained herein 
 shall not be construed as preventing a life insurance company 
 from entering into contracts with its agents for the payment of 
 renewal commissions." 
 
 2060. BisbuTsements of Domestic Companies to be Evidenced by- 
 Vouchers. 
 
 No domestic life insurance company shall make any disburse- 
 ment of one hundred dollars or more unless the same be evi- 
 denced by a voucher, signed by or on behalf of the person, firm, 
 or corporation receiving the money, and correctly describing 
 the consideration for the payment. If the expenditure be for 
 both services and disbursements, the voucher shall set forth the 
 services rendered and an itemized statement of the disburse- 
 ments made. If the expenditure be in connection with any matter 
 pending before any legislative or public body, or before any 
 department or officer of any state or government, the voucher 
 shall correctly describe, in addition, the nature of the matter 
 and of the interest of such company therein. When such voucher 
 cannot be obtained, the expenditure shall be evidenced by an 
 affidavit describing the character and object of the expenditure 
 and stating the reason for not obtaining such voucher.^" 
 
 2061. Minors of Eighteen Tears of Age Kay Become Members of 
 Mutual Companies. 
 
 From and after the passage of this act, it shall be lawful for 
 minors, who have attained the age of eighteen years, to make 
 all needful contracts to become members of mutual life insur- 
 ance companies, organized and doing business under the laws of 
 this Commonwealth." 
 
 (9) Sec. 31, Act of June I, 1911, P. L. 581. 
 
 (10) Sec. 32, Act of June i, 1911, P. L. S8i. 
 
 (11) Sec. 33, Act of June i, 1911, P. L,. 581. 
 
402 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 2062. Act Not to Apply to rraternal Beneficial Associations, As- 
 sessment Xife Insurance Companies, nor to Beneficial or 
 Belief Associations. 
 
 This act shall not apply to fraternal beneficial societies or 
 associations that provide aid for the family or heirs of a de- 
 ceased member; nor to assessment life insurance companies; 
 nor to beneficial or relief societies formed by churches, societies, 
 firms, or corporations, the privileges and membership in which 
 are confined to the members of such churches or societies, and 
 to the members and employes of such firms or corporations." 
 
 2063. Acts Bepealed. 
 
 The Act of May first, eighteen hundred and seventy-six, en- 
 titled "A supplement to an act, entitled 'An act to establish an 
 Insurance Department,' " in so far as it applies to the incorpora- 
 tion and regulation of life insurance companies whose incorpora- 
 tion and regulation are provided for herein; the Act of April 
 Twenty-eighth, one thousand nine hundred and three, entitled 
 "An act to provide for the incorporation and regjulation of corpo- 
 rations for the purpose of making insurance upon the health 
 of individuals, et cetera;" the Act of June fifth, one thousand 
 eight hundred and eighty-three, entitled "An act to further pro- 
 vide for the incorporation and regulation of mutual assessment 
 corporations for the insurance of lives," and the amendments 
 thereto of June third, one thousand eight hundred and eighty- 
 seven; the Act of June twenty-third, one thousand eight hun- 
 dred and eighty-five, entitled "An act relating to warranties in 
 the application for life insurance policies," and all other acts 
 or parts of acts inconsistent herewith, are hereby repealed.^^ 
 
 2064. Proceedings by Insurance Commissioner Against Insolvent 
 or Delinquent Companies — Application to Court to Show 
 Cause. 
 
 Whenever any domestic insurance company, association, so- 
 ciety, or order, including all corporations, associations, societies, 
 and orders which are subject to examination by the Insurance 
 Commissioner, or which are doing or attempting to do, or repre- 
 senting that they are doing the business of insurance in this 
 Commonwealth ; or which are in process of organization in- 
 tending to do such business therein, — (a) is insolvent; or (b) 
 
 (i2) Sec. 34, Act of June i, 191 1, P. L. S8i. 
 (13) Sec. 35, Act of June i, 191 1, P. h. S8i. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 403 
 
 has refused to submit its books, papers, accounts, or afifairs to 
 the reasonable inspection of the Insurance Commissioner, or his 
 deputy or examiner; or (c) has neglected or refused to observe 
 an order of the Commissioner to make good within the time 
 prescribed by law any deficiency, whenever its capital, if it be 
 a stock corporation, or its reserve, if it be a mutual corporation, 
 shall have become impaired; or (d) has, by contract of reinsur- 
 ance or otherwise, transferred or attempted to transfer sub- 
 stantially its entire property or business, or entered into any 
 transaction the effect of which is to merge substantially its entire 
 property or business in the property or business of any other 
 corporation, association, society, or order, without having first 
 obtained the written approval of the Insurance Commissioner; 
 or (e) is found, after an examination, to be in such condition 
 that its further transaction of business will be hazardous to its 
 policyholders, or to its creditors, or to the public; or (f) has 
 wilfully violated its charter or any law of the Commonwealth ; 
 or (g) whenever any officer thereof has refused to be examined 
 under oath touching its affairs, — the Insurance Commissioner 
 may, through the Attorney General, apply to the court of com- 
 mon pleas of Dauphin County, or to the court of any county in 
 which the principal office of such corporation is located, for an 
 order directing such corporation to show cause why the Insur- 
 ance Commissioner should not take possession of its property 
 and conduct its business, and for such other relief as the nature 
 of the case and the interests of its policyholders, creditors, stock- 
 holders, or the public may require.^* 
 
 The Act of June i, 1911, P. L. 599, providing for the winding 
 up of insolvent insurance companies provides an exclusive meth- 
 od therefor, and courts have jurisdiction to appoint receivers 
 in such cases only under the provisions of said act.^° 
 2065. Action by Court. 
 
 On such application, or at any time thereafter, such court 
 may, in its discretion, issue an injunction restraining such cor- 
 poration from the transaction of its business or disposition of 
 it property until the further order of the court. On the return 
 of such order to show cause, and after a full hearing, the court 
 shall either deny the application or direct the Insurance Commis- 
 
 (14) Sec. I, Act of June I, 1911, P. L. 599- 
 
 (is) Insolvent Ins. Cos., 22 D. R., 169 (1913)- Op. Dep. Atty. Gen.; 
 16 Dau. Co. Rep., 163. 
 
404 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 sioner forthwith to take possession of the property and conduct 
 the business of such corporation, and retain such possession 
 and conduct such business until, on the application either of the 
 Commissioner, through the Attorney General, or of such corpo- 
 ration, it shall, after a like hearing, appear to the court that the 
 ground for such order directing the Insurance Commissioner to 
 take possession has been removed, and that the corporation can 
 properly resume possession of its property and the conduct of 
 its business." 
 !2066. Iilqiiidation— Dissolution. 
 
 If, on a like application and order to show cause, and after 
 a full hearing, the court shall order the liquidation of the busi- 
 ness of such corporation, such liquidation shall be made by and 
 under the direction of the Insurance Commissioner, who shall 
 be vested by operation of law with title to all of the property, 
 contracts, and rights of action of such corporation as of the 
 date of the order so directing him to liquidate. The filing or 
 recording of such order in any record ofiice of the state shall 
 impart the same notice that a deed, bill of sale, or other evidence 
 of title, duly filed or recorded by such corporation, would have 
 imparted. The order of liquidation shall, unless otherwise di- 
 rected by the court, provide that the dissolution of the corpora- 
 tion shall take effect upon the entry of such order in the office 
 of the clerk of the county wherein such corporation had its prin- 
 cipal office for the transaction of business.^' 
 
 2067. Appointment of Special Deputy Insurance CommissioneTS — 
 Powers — Counsel — Compensation. 
 
 For the purposes of this act, the Insurance Commissioner shall 
 have power to appoint, under his hand and official seal, one or 
 more special deputy commissioners, as his agent or agents, and 
 to employ such clerks and assistants as may by him be deemed 
 necessary, and give each of such persons such powers to assist 
 him as he may consider wise; and the Attorney General shall 
 appoint the attorneys or counsel necessary to advise the said 
 Insurance Commissioner, or his deputies, in each particular case. 
 The compensation of such special deputy commissioners, counsel, 
 clerks, and assistants, and all expenses of taking possession of 
 and conducting the business of liquidating any such corporation, 
 
 (16) Sec. 2, Act of June i, 1911, P. L. 599. 
 
 (17) Sec. 3, Act of June i, 191 1, P. L. 599. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 405 
 
 shall be fixed by the Commissioner, subject to the approval of the 
 court, and shall, on certificate of the Commissioner, be paid out 
 of the funds or assets of such corporation. During the progress 
 of any proceedings taken under this section, the Commissioner, 
 his deputies or any examiner authorized by him, and the special 
 deputy commissioner acting for the said Commissioner therein, 
 shall have all of the powers given to the Commissioner, his 
 deputy, or any examiner authorized by him, by the laws of this 
 Commonwealth, including the power to examine under oath 
 the officers and agents of such corporation and all persons 
 deemed to have material information regarding the company's 
 property or business, and to compel the production of all books 
 and papers.^' 
 
 2068. Keport to Legislature of Karnes of Companies Taken Posses- 
 sion of by Insurance Commissioner. 
 
 The Insurance Commissioner shall transmit to the Legislature, 
 in his annual report, the names of the corporations so taken 
 possession of, whether the same have resumed business or have 
 been liquidated, and such other facts as shall acquaint the policy- 
 holders, creditors, stockholders, and the public with his pro- 
 ceedings under this act; and, to that end, the special deputy 
 commissioner in charge of any such corporation shall file with 
 the Commissioner a report of the affairs of such corporation.'' 
 
 2069. Service of Order to Show Cause. 
 
 The order to show cause, and the papers upon which the same 
 is made in any proceeding instituted under the provisions of this 
 act, shall be served upon the corporation named in such order 
 in the manner prescribed, for personal service of summons upon 
 a domestic corporation, by the laws of this Commonwealth. 
 When it is satisfactorily proved by affidavit that the officers of 
 the corporation named in the said order to show cause, upon 
 whom service is required to be made as above provided, shall 
 have departed from the state, or keep themselves concealed there- 
 in with intent to avoid service, such order to show cause may 
 provide for service thereof in such manner as the court or judge 
 by whom the same is made shall direct.^" 
 
 (18) Sec. 4, Act of June I, 191 1, P. L,. 599- 
 
 (19) Sec. 5, Act of June i, 1911, P. L- 599- 
 
 (20) Sec. 6, Act of June i, 1911, P. L. 599- 
 
406 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 2070. Filing of Account by Commissioner After Liquidation— Ex- 
 ceptions — Confirmation — Distribution. 
 
 When the Commissioner has, in pursuance of the provisions 
 of this act, liquidated any such corporation, he shall, as soon as 
 the assets thereof have been converted into money, file a com- 
 plete account in the court of common pleas of the county in 
 w^hich the proceedings were instituted; showing all deposits and 
 assets of said corporation, all the moneys paid to him on ac- 
 count of the same, all exceptions filed to any claims or accounts, 
 all payments made or contracted for by him, and the scheme 
 of distribution to creditors, policyholders, or stockholders ; which 
 said account shall be proceeded with and passed upon as other 
 accounts are passed upon in said court. If exceptions have 
 been filed with the Insurance Commissioner, the same shall 
 have the same force and effect as if filed in the court, to the 
 said account. Upon confirmation of said account, if no ex- 
 ceptions be filed thereto, or upon the final disposition of ex- 
 ceptions thereto by the court, the Insurance Commissioner shall 
 distribute the money as shown by said account or as decreed 
 by the court, and, upon the complete distribution of all assets 
 of said corporation, shall report the fact of said distribution to 
 the court. ^^ 
 
 2071. Deposit with Insurance Commissioner of Securities by Do- 
 mestic Insurance and Surety Companies Desiring to Trans- 
 act Business in Other States. 
 
 Any insurance or surety company incorporated under the laws 
 of this Commonwealth, desiring to transact business in other 
 states, the laws whereof require that such company shall first 
 deposit securities of a designated value with the Insurance Com- 
 missioner or other proper officer of this Commonwealth, in 
 trust, and for the benefit of all its policyholders, or any insurance 
 company of a foreign government desiring to make the deposit 
 required of foreign companies, in order to transact business 
 in the United States, is hereby authorized to deposit with the 
 Insurance Commissioner securities for such an amount as the 
 laws of such other states designate, or as the laws of this state 
 require for foreign companies; and if the Insurance Commis- 
 sioner is satisfied that such securities are worth the required 
 amount, it shall be his duty to receive the same, or those given 
 
 (21) Sec. 7, Act of June i, 1911, P. L. 599. 
 
private; corporations in Pennsylvania. 407 
 
 in exchange therefor as hereinafter provided, for the purpose 
 aforesaid; and from time to time, upon the written request of 
 said insurance or surety company, to certify under his hand and 
 official seal to the proper officer of such other state or states, 
 or of the United States Government, wherein said insurance or 
 surety company may desire to transact business, that said com- 
 pany has deposited with him securities, giving the items of kind 
 thereof, and that he is satisfied they are worth the sum desig- 
 nated by the laws of such other state or states, or required by 
 the United States Government. The Insurance Commissioner 
 shall, upon receipt of any deposit made under this act, immedi- 
 ately place the same with the State Treasurer, whose duty it 
 shall be to receive and hold the same, in the name of the Com- 
 monwealth, in trust for the purposes of this act, and who shall 
 at all times be responsible for their custody and safe-keeping. 
 The company making the deposit shall be entitled, from time to 
 time, to demand and receive from the State Treasurer, on the 
 written order of the Insurance Commissioner, the whole or any 
 portion of any securities so deposited, upon depositing with him, 
 in lieu thereof, other seciirities of at least equal value; and also 
 to demand, receive, sue for, and recover the interest and income 
 from said securities, from the payee or obligee thereof, as the 
 same becomes due and payable. ^^ 
 
 2072. Betum of Securities. 
 
 Upon request of any company, organized under the laws of this 
 Commonwealth, making the deposit, the Insurance Commission- 
 er may authorize the State Treasurer to return to such com- 
 pany the whole or any portion of the securities of such com- 
 pany held by him on deposit, if the Insurance Commissioner shall 
 be satisfied that the securities so asked to be returned are sub- 
 ject to no liability, and not required to be longer held by any 
 provision of law, or for the purpose of the original deposit; 
 and he may, in like manner, return to the trustees, or other 
 representatives authorized for that purpose, of any insurance 
 company of a foreign government, any deposit made by such 
 company, if it shall appear that such company has ceased to 
 do business in this Commonwealth, and is under no obligation 
 to policyholders or other persons in this Commonwealth, or in 
 the United States, for whose benefit such deposit was made; 
 
 (22) Sec. I, Act of June i, igii, P. L. 602. 
 
4o8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 but no deposit, when once made shall be wholly withdrawn 
 or diminished so long as any liability to policyholders remains 
 unsatisfied ; except in case of dissolution by a court or judge 
 of any company making the deposit, the State Treasurer shall 
 upon the written order of said court or judge, assign and trans- 
 fer to the receiver or receivers duly appointed by the said court 
 or judge all securities or funds in his possession belonging to 
 the company.'^ 
 
 2073. Suits in Equity to Enforce or Terminate Trusts Created by 
 Deposits. 
 
 An insurance or surety company which has made such deposit, 
 or its trustees or resident manager in the United States, or the 
 Insurance Commissioner, may, at any time, bring in any court 
 having jurisdiction a suit in equity, against the Commonwealth 
 and other parties properly joined therein, to enforce, administer, 
 or terminate the trust created by such deposit. The process in 
 such suit shall be served on the State Treasurer, who shall ap- 
 pear and answer on behalf of the Commonwealth, and perform 
 such orders and decrees as the court may make thereon.^* 
 
 2074. Bepeal. 
 
 The Act of sixth April, Anno Domini one thousand eight hun- 
 dred and sixty-eight, entitled "An act to enable insurance com- 
 panies to transact business in other states," be and the same is 
 hereby repealed.''" 
 
 2075. Estimation of the Condition of Casualty Insurance Compan- 
 ies — Annual Statement to be Filed with. Insurance Com- 
 missioner. 
 
 In estimating the condition of any casualty insurance company, 
 the indebtedness for outstanding losses under insurance against 
 loss or damage resulting from accident to or injuries suffered by 
 an employe or other person, and for which the insured is liable, 
 and under insurance against loss from liability on account of the 
 death of or injury to an employe not caused by the negligence of 
 the employer, shall be determined as follows : Each corporation 
 which writes policies covering any of said kinds of insurance shall 
 include in the annual statement required to be filed with the Insur- 
 
 (23) Sec. 2, Act of June i, 1911, P. L. 602. 
 
 (24) Sec. 3, Act of June i, 191 1, P. L. 602. 
 
 (25) Sec. 4, Act of June i, 1911, P. L. 602. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 409 
 
 ance Commissioner a schedule of its experience thereunder, in 
 the United States and foreign countries in the case of corpora- 
 tions organized in the United States, and in the United States 
 only, in the case of corporations organized outside of the United 
 States, giving each calendar year's experience separately, and 
 crediting or charging each item to the year in which the policy 
 to which it relates was written, as follows : ( i ) The earned 
 premiums on all such policies written during the period of ten 
 years immediately preceding the date as of which the statement 
 is made, being the gross premiums on all such policies, including 
 excess and additional premiums and premiums in course of col- 
 lection, less return premiums and premiums on cancelled poli- 
 cies, and less the unearned premiums on policies in force as shown 
 in such annual statements; (2) the amount of all payments, of 
 whatsoever nature, made by reason or on account of injuries cov- 
 ered by such policies written during said period. This amount 
 shall include medical and surgical attendance, payments to claim- 
 ants, legal expenses, salaries and expenses of investigators, ad- 
 justers and field men, rents, stationery, telegraph and telephone 
 charges, postage, salaries and expenses of office employes, home- 
 office expenses, and all other payments made on account of such 
 injuries, whether such payments are allocated to specific claims 
 or are unallocated; (3) the number of suits being defended at 
 the date as of which the statement is made, under policies written 
 during said period, except suits in which liability is not dependent 
 upon negligence of the insured, and a charge of seven hundred 
 and fifty dollars for each suit; (4) the number of deaths for 
 which the insured are liable without proof of negligence, covered 
 by policies written during said period, and not paid for at the 
 date as of which the statement is made, and a charge of the 
 amount necessary to pay for such deaths; (5) the number of un- 
 paid claims at the date as of which the statement is made, on ac- 
 count of non-fatal injuries for which the insured are liable with- 
 out proof of negligence, covered by policies written during said 
 period, and a charge equal to the present value of the estimated 
 future payments; (6) the loss ratio determined from the forego- 
 ing as to each year separately, using as the devisor the earned 
 premiums shown in item ( i ) , and as the dividend the amount of 
 payments shown in item (2), plus the amounts charged in items 
 (3), (4) and (5) ; (7) the number of suits being defended at the 
 27 
 
4IO PRIVATE CORPORATIONS IN PENNSyi,VANIA. 
 
 date as of which the statement is made, under policies written 
 more than ten years prior to such date, except suits in which lia- 
 bility is not dependent upon the negligence of the insured; (8) 
 the number of deaths for which the insured are liable without 
 proof of negligence, covered by policies written more than ten 
 years prior to the date as of which the statement is made, and 
 not paid for at such date ; (9) the number of unpaid claims at the 
 date as of which the statement is made on account of non-fatal 
 injuries for which the insured are liable without proof of negli- 
 gence, covered by policies written more than ten years prior to 
 such date.^^ 
 
 2076. Blstribution of Allocated Payments. 
 
 All unallocated payments in item (2), made in a given calen- 
 dar year subsequent to the first four years in which a corporation 
 has been issuing such policies, shall be distributed as follows : 
 Thirty-five per centum shall be charged to the policies written 
 in that year, forty per centum to the policies written in the pre- 
 ceding year, ten per centum to the policies written in the second 
 year preceding, ten per centum to the policies written in the third 
 year preceding, and five per centum to the policies written in the 
 fourth year preceding ; and such payments made in the first four 
 calendar years in which a corporation has been issuing such poli- 
 cies shall be distributed as follows : In the first calendar year, 
 one hundred per centum shall be charged to the policies written 
 in that year; in the second calendar year, fifty per centum shall 
 be charged to the policies written in that year, and fifty per centum 
 to the policies written in the preceding year; in the third calen- 
 dar year, forty per centum shall be charged to the policies writ- 
 ten in that year, forty per centum to the policies written in the 
 preceding year, and twenty per centum to the policies written in 
 the second year preceding ; and in the fourth calendar year, thirty- 
 five per centum shall be charged to the policies written in that 
 year, forty per centum to the policies written in the preceding 
 year, fifteen per centum to the policies written in the second year 
 preceding, and ten per centum to the policies written in the third 
 year preceding ; and a schedule showing such distribution shall be 
 included in such annual statement.^* 
 
 (27) Sec. I, Act of June i, 1911, P. L. 604. 
 
 (28) Sec. I, Act of June i, 191 1, P. L. 604. ' a 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 4II 
 
 2077. Determination of Indebtedness for Outstanding Losses. 
 
 Each such corporation shall be charged with indebtedness for 
 outstanding losses upon such policies, determined as follows: 
 (10) For all suits being defended under policies written more 
 than ten years prior to the date as of which the statement is made, 
 except suits in which liability is not dependent upon negligence 
 of the insured, one thousand dollars for each suit; (ii) for all 
 suits being defended under policies written more than five years 
 and less than ten years prior to the date as of which the statement 
 is made, except suits in which liability is not dependent upon neg- 
 ligence of the insured, seven hundred and fifty dollars for each 
 suit; (12) for all deaths for which the insured are liable without 
 proof of negligence, covered by policies written more than five 
 years prior to the date as of which the statement is made, the 
 amount necessary to pay for such deaths; (13) for all unpaid 
 claims on account of non-fatal injuries for which the insured are 
 liable without proof of negligence, under policies written more 
 than five years prior to the date as of which the statement is 
 made, the present value of the estimated future payments; (14) 
 for the policies written in the five years immediately preceding 
 the date as of which the statement is made, an amount deter- 
 mined as follows : multiply the earned premiums of each of such 
 five years, as shown in item ( i ) , by a loss ratio of fifty per cen- 
 tum at and after December thirty-first, one thousand nine hun- 
 dred and eleven, by a loss ratio of fifty-one per centum at and 
 after December thirty-first, one thousand nine hundred and 
 twelve, by a loss ratio of fifty-two per centum at and after De- 
 cember thirty-first, one thousand nine hundred and thirteen, by a 
 loss ratio of fifty-three per centum at and after December thirty- 
 first, one thousand nine hundred and fourteen, by a loss ratio of 
 fifty-four per centum at and after December thirty-first, one 
 thousand nine hundred and fifteen, and by a loss ratio of fifty- 
 five per centum at and after December thirty-first, one thousand 
 nine hundred and sixteen, and from the amount so ascertained, 
 in each of the last five years of said ten-year period, deduct all 
 payments made under policies written in the corresponding year, 
 as shown in item (2), and the remainder in the case of each 
 year shall be deemed the indebtedness for that year : Provided, 
 however, That if the remainder, in the case of any year of the first 
 three years of the five years immediately preceding the date as of 
 which the statement is made, shall be less than the sum of the 
 
412 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 three following items for that year at that date, — (a) the number 
 of suits, except suits in which liability is not dependent upon 
 negligence of the insured, being defended under policies written 
 in that year and a charge of seven hundred and fifty dollars for 
 each suit, (b) the amount necessary to pay for all debts for 
 which the insured are liable without proof of negligence, covered 
 by policies written in that year, and (c) the present value of esti- 
 mated unpaid claims on account of non-fatal injuries for which 
 the insured are liable without proof of negligence, covered by 
 policies written in that year — then the sum of said items (a), (b) 
 and (c) shall be the indebtedness for that year.^" 
 
 2078. Companies Insuring for a Period of Less Than Ten Years. 
 A corporation which has been issuing such policies for a period 
 
 of less than ten years shall, nevertheless, include in its annual 
 statement a schedule, as hereinbefore required, for the years in 
 which it shall have issued such policies, and shall be charged with 
 an indebtedness determined in the same manner.'" 
 
 2079. Insurance Companies Prohibited from Giving Bebates or 
 
 Other Inducements to Insurance not Specified in Policies. 
 No insurance company, association, or society, by itself or 
 any other party, and no insurance agent, solicitor, or broker, per- 
 sonally or by any other party, shall offer, promise, allow, give, 
 set off, or pay, directly or indirectly, any rebate of, or part of, 
 the premium payable on the policy, or on any policy or agents 
 commission thereon, or earnings, profit, dividends, or other ben- 
 efit founded, arising, accruing or to accrue thereon or there- 
 from, or any special advantage in date of policy or age of issue, 
 or any paid employment or contract for services of any kind, or 
 any other valuable consideration or inducement, to or for in- 
 surance on any risk in this Commonwealth, now or hereafter to 
 be written, which is not specified in the policy contract of in- 
 surance; nor shall any such company, association or society, 
 agent, solicitor or broker, personally or otherwise, offer, promise, 
 give, option, sell, or produce any stocks, bonds, securities or prop- 
 erty, or any dividends or profits accruing or to accrue thereon, 
 or other thing of value whatsoever, as inducement to insurance 
 or in connection therewith, which is not specified in the policy: 
 Provided, That nothing in this section shall be construed to pre- 
 
 (29) Sec. 2, Act of June i, 1911, P. L. 604. 
 
 (30) Sec. 3, Act of June i, 1911, P. L. 604. 
 
PRIVATE CORPORATIONS IN PBINNSYLVANIA. 4I3 
 
 vent the taking of a bona fide obligation, v/ith legal interest, in 
 payment of any premium. Upon satisfactory evidence of the 
 violation of the provisions of this section of this act, by any in- 
 surance company, association or society, its officers, solicitors or 
 agents, or any insurance broker, the Insurance Commissioner 
 shall revoke the certificate of authority of such offending com- 
 pany, association or society, its solicitors or agents, or any insur- 
 ance broker ; and he shall have the right, in his discretion, to re- 
 fuse for a period of not to exceed one year thereafter to issue a 
 new license to such offending company, association or society, 
 agent, solicitor or broker. When a certificate shall be refused 
 or suspended or revoked the party aggrieved may appeal to the 
 court of common pleas of Dauphin County. Nothing in this act 
 shall prevent a company transacting industrial life insurance, on 
 a weekly payment plan, from returning to policy-holders who 
 have made a premium payment for a period of at least one year, 
 the percentage of premium which the company would otherwise 
 have paid for the weekly collection of such premium. Any life 
 insurance company organized on the joint-stock plan under the 
 laws of Pennsylvania, and authorized to do business prior to the 
 first day of March, Anno Domini one thousand nine hundred and 
 nine, now engaged in selling its own stock to policy holders of 
 such company; and also any life insurance company organized 
 on the mutual assessment plan, under the laws of Pennsylvania, 
 prior to said first day of March, Anno Domini one thousand 
 nine hundred and nine, and actually engaged prior to and on said 
 date in selling, by option or otherwise, to its policy holders the 
 stock of a proposed joint-stock life insurance company, to be or- 
 ganized under the laws of this Commonwealth for the purpose 
 of taking over the insurance business of said mutual company 
 when so organized; may continue, for the period of three years 
 from the date of the approval of this act, the sale of the same, 
 either by said mutual company or by its successor, the proposed 
 joint-stock company, when formed, until an amount of capital 
 not in excess of one million dollars shall have been disposed of. 
 Any insurance company, association or society, its officers, so- 
 licitors or agents, or any insurance broker, violating the provi- 
 sions of this section of this act, shall be guilty of a misdemeanor, 
 and upon conviction thereof shall be sentenced to pay a fine of 
 not more than five hundred dollars ($500.00) for each and every 
 violation, or, in the discretion of the court, to imprisonment in 
 
414 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 the county jail of the county in which the offense is committed, 
 for a period of not more than six months, or both. *^ 
 
 No insured person or party, or applicant for insurance, shall, 
 directly or indirectly, receive or accept, or agree to receive or 
 accept, any rebate of premium, or of any part thereof, or all or 
 any part of any agent's, solicitor's, or broker's commission 
 thereon, or any favor or advantage, or share in any benefit to ac- 
 crue under any policy of insurance, or any valuable consideration 
 or inducement, other than such as are specified in the policy. 
 Any insured person or party, or applicant for insurance, violating 
 the provisions of this section of this act, shall be guilty of a mis- 
 demeanor, and upon conviction thereof shall be sentenced to pay 
 a fine of not more than five hundred dollars ($500.00) for each 
 and every violation, or, in the discretion of the court, to imprison- 
 ment in the county jail of the county in which the offense is com- 
 mitted for a period of not more than six months, or both.^^* 
 
 No person shall be excused from testifying, or from producing 
 any books, papers, contracts, agreements or documents, at the 
 trial or hearing of any person or company, association or society, 
 charged with violating any of the provisions of this act, on the 
 ground that such testimony or evidence may tend to incriminate 
 himself; but no person shall be prosecuted for any act concern- 
 ing which he shall be compelled so to testify or produce evidence, 
 documentary or otherwise, except for perjury committed in so 
 testifying."" 
 
 The act approved May third, one thousand nine hundred and 
 nine, entitled "An act to prevent any insurance company or- 
 ganized under the laws of or doing business in Pennsylvania, or 
 any officer, agent, or representative thereof, or any insurance 
 broker, from paying, allowing or giving, or any person from re- 
 ceiving, as an inducement to insurance, any rebate of premium 
 payable, or any other valuable consideration or inducement what- 
 ever, not specified in the policy contract ; and prohibiting any in- 
 surance company, its officers, agents, or representatives, from giv- 
 ing, selling, purchasing, or offering to give, sell or purchase, as 
 inducements to insurance or any connection therewith, any 
 stocks, bonds, or other securities of said insurance companies or 
 other insurance companies, or any dividends or profits to accrue 
 
 (31) Sec. I, Act of July 12, 1913, P. L. 745- 
 (31*) Sec. 2, Act of July 12, 1913, P. L,. 745. 
 (31**) Sec. 3, Act of July 12, 1913, P. L. 745- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 415 
 
 thereon, except as herein provided; and to prevent any life in- 
 surance company, organized under the laws of or doing business 
 in Pennsylvania, from making any distinction or discrimination 
 in favor of individuals, between insurants of the same class and 
 equal expectation of life, in the amount or payment of premium 
 or rates charged for policies or life or endowment insurance ; and 
 fixing a penalty for any violation thereof," as amended, is re- 
 pealed. All other acts or parts of acts inconsistent with this act 
 are hereby repealed.^^*** 
 2079a. Misrepresentations in Begard to Policies. 
 
 No insurance company, association, or society, or any officer, 
 director, agent, or broker, or solicitor thereof, shall issue, circu- 
 late or use, or cause or permit to be issued, circulated, or used, 
 any written or oral statement or circular misrepresenting the 
 terms of any policy issued or to be issued by such company, or 
 make an estimate, with intent to deceive, of the future dividends 
 payable under any such policy.^'' 
 
 No insurance company, association, or society, officer, director, 
 agent, solicitor, or broker, or any person, firm, association, or 
 corporation, shall make any misrepresentation or incomplete com- 
 parison of policies, oral, written, or otherwise, to any person in- 
 sured in any company, for the purpose of inducing or tending to 
 induce a policy holder in any company to lapse, forfeit, or sur- 
 render his insurance therein, and to take out a policy of insurance 
 in another company insuring against similar risks.'^* 
 
 Upon satisfactory evidence of the violation of the first or sec- 
 ond section of this act by any insurance company, association, or 
 society, its officers, solicitors, or agents, or any insurance broker, 
 the Insurance Commissioner shall revoke the certificate of au- 
 thority of such offending company, association, or society, its 
 solicitors or agents, or any insurance broker; and he shall have 
 the right, in his discretion, to refuse, for a period of not to ex- 
 ceed one year thereafter, to issue a new license to such offending 
 company, association, or society, agent, solicitor, or broker. When 
 a certificate shall be refused or suspended or revoked the party 
 aggrieved may appeal to the court of common pleas of Dauphin 
 county. Any insurance company, association, or society, agent, 
 solicitor, or broker, or any person, firm, association, or corpora- 
 
 (31***) Sec. 4, Act of July 12, 1913, P. L. 745- 
 (32) Sec. I, Act of July 12, 1913, P. L. 744. 
 (32*) Sec. 2, Act of July 12, 1913, P. L. 744. 
 
4l6 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 tion, violating the provisions of this act shall be guilty of a mis- 
 demeanor, and upon conviction thereof shall be sentenced to pay 
 a fine of not more than five hundred dollars ($500.00) for each 
 and every violation, or, at the discretion of the court, to impris- 
 onment in the county jail of the county in which the offense is 
 committed for a period of not more than six months, or both.^^" 
 
 No person shall be excused from testifying, or from producing 
 any books, papers, contracts, agreements, or documents, at the 
 trial or hearing of any person or company, association or so- 
 ciety, charged with violating any of the provisions of this act, on 
 the ground that such testimony or evidence may tend to incrim- 
 inate himself ; but no person shall be prosecuted for any act con- 
 cerning which he shall be compelled so to testify, or produce evi- 
 dence, documentary or otherwise, except for perjury committed 
 in so testifying.*^*** 
 
 (32**) Sec. 3, Act of July 12, 1913, P. L. 744- 
 (32***) Sec. 4, Act of July 12, 1913, P. L. 744. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 417 
 
 PUBLIC SERVICE COMPANY LAW. 
 
 2080. Definitions. 
 
 This act shall be known, and may be cited as "The Public 
 Service Company Law." 
 
 The term "Public Service Company," when used in this act, 
 includes all railroad corporations, canal corporations, street rail- 
 way corporations, stage line corporations, express corporations, 
 baggage transfer corporations, pipe line corporations, ferry cor- 
 porations, common carriers, Pullman car corporations, dining car 
 corporations, tunnel corporations, turnpike corporations, bridge 
 corporations, wharf corporations, incline plane corporations, 
 grain elevator corporations, telegraph corporations, telephone 
 corporations, natural gas corporations, artificial gas corporations, 
 electric corporations, water corporations, water-power corpo- 
 rations, heat corporations, refrigerating corporations, sewage cor- 
 porations, doing business within this state, and also all persons 
 engaged for profit in the same kind of business within this Com- 
 monwealth: Provided, however, Such persons and corporations 
 shall not be subject to the provisions of this act, with respect to 
 any business transacted or any property owned by them outside 
 of the Commonwealth of Pennsylvania; nor shall the provisions 
 of this act be so construed as to extend to any matter or thing 
 which, under the Federal Constitution, the Congress of the Unit- 
 ed States has the exclusive power to regulate, or which the Con- 
 gress has, under said Constitution, in the exercise of its concur- 
 rent power, in fact regulated, to the exclusion of the concurrent 
 power of the several states : And provided further, That none of 
 the provisions of this act shall apply to the generation ,transmis- 
 sion, or distribution of electricity ; to the manufacture or distribu- 
 tion of gas ; to the furnishing or distribution of water ; or to the 
 production, delivery, or furnishing of steam, or any other sub- 
 stance for heat or power, by a producer, who is not otherwise a 
 public service company, for the sole use of such producer, or for 
 the use of tenants of such producer, and not for sale to others. 
 
 The term "Corporation," as used in this act, shall be construed 
 to include all bodies corporate, joint stock companies, or asso- 
 ciations, domestic or foreign, their lessees, assignees, trustees, 
 receivers, or other successors in interest, having any of the pow- 
 
4l8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ers or privileges of corporations not possessed by individuals or 
 partnerships, and shall not include municipal corporations, ex- 
 cept as otherwise provided in this act. 
 
 The term "Municipal Corporation," as used in this act, shall 
 include all cities, boroughs, towns, townships, or counties, created 
 or organized under any general or special law of this Common- 
 wealth. 
 
 The term "Person," as used in this act, means all individuals, 
 partnerships, or associations, other than corporations. 
 
 The term "Railroad Corporation," as used in this act, includes 
 every corporation owning, leasing, operating, or managing or 
 controlling, any railroad for public use within this Common- 
 wealth. 
 
 The term "Railroad," as used in this act, includes every rail- 
 road other than a street railway, by whatsoever power operated, 
 for public use in the conveyance of passengers or property, or 
 both, with all bridges, ferries, tunnels, facilities, plant, and equip- 
 ment thereof. 
 
 The term "Street Railway Corporation," as used in this act, 
 includes every corporation owning, leasing, operating, or man- 
 aging or controlling, any street railway within this Common- 
 wealth. 
 
 The term "Street Railway," as used in this act, includes every 
 railroad and railway, by whatsoever power operated, or any ex- 
 tension Or extensions thereof, for public use in the conveyance of 
 passengers or property, or both, being mainly or in part located 
 upon, over, above, below, across, through, or along any street, 
 avenue, road, highway, bridge, or public place, including the 
 facilities, plant, and equipment thereof. 
 
 The term "Common Carrier," as used in this act, includes any 
 and all common carriers, whether corporations or persons, en- 
 gaged for profit in the conveyance of passengers or property, or 
 both, between points within this Commonwealth, by, through, 
 over, above, or under land or water, or both. 
 
 The term "Conveyance of passengers or property," as used in 
 this act, includes any and all service in connection with the re- 
 ceiving, transportation, elevation, transfer in transit, ventilation, 
 refrigeration, icing, storage, handling, and delivering of prop- 
 erty, baggage, or freight, as well as any and all service in connec- 
 tion with the transportation or carrying of passengers. 
 
 The term "Service" is used in this act in its broadest and most 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 4X9 
 
 inclusive sense, and includes any and all acts done, rendered or 
 performed, and any and all things furnished or supplied, and all 
 and every the facilities used or furnished or supplied by public 
 service companies in the performance of their duties to their pa- 
 trons, employes, and the public, as well as the interchange of fa- 
 cilities between two or more public service companies. 
 
 The term "Facilities," as used in this act, includes all plant and 
 equipment of a public service company, which includes all tangi- 
 ble real and personal property, buildings, materials, easements, 
 rights of way, rights of trackage, subways, tunnels, railroads, 
 street railways, tracks, canals, and all animals, locomotives, ap- 
 paratus, appliances, devices, instruments, appurtenances, freight 
 cars, refrigerator cars, baggage cars, express cars, passenger cars, 
 drawing-room cars, parlor cars, sleeping cars, dining cars, rolling- 
 stock, carriages, cabs, hansoms, taxicabs, vehicles, boats, ships, 
 vessels, bridges, barges, cables, conduits, converters, transformers, 
 condensers, wires, poles, structures, telegraph lines, telephone 
 lines, crossbars, engines, machines, dynamos, boilers, motors, 
 storage batteries, switchboards, waterfalls, water-power stations, 
 power stations, pumping stations, reservoirs, purifiers, oil tanks, 
 gas tanks, holders, retorts, ducts, pipes, pipe galleries, pipe lines, 
 mains, meters, lamps, scrubbers, wharves, piers, docks, ferries, 
 incline planes, side tracks, spurs, turn outs, switches, systems, 
 stations, depots, terminals, terminal facilities, water or gas jet, 
 wells, and any and all other means and instrumentalities in any 
 manner owned, operated, leased, licensed, used, controlled, fur- 
 nished, or supplied for, by, or in connection with, the business 
 of any public service company : Provided, however, That no 
 property owned by the Commonwealth of Pennsylvania, or mu- 
 nicipality thereof, at the date when this act becomes eflFective, 
 shall be subject to the Commission or to any of the terms of 
 this act, except as elsewhere provided herein. 
 
 The term "Commission," when used in this act, means the 
 Public Service Commission created by this act. 
 
 The term "Commissioner," when used in this act, means one 
 of the members of such commission.'- 
 
 2081. Duties of Public Service Companies— Services— Rates — Re- 
 pairs and Extensions. 
 
 It shall be the duty of every public service company — 
 
 (a.) To furnish and maintain such service, including facilities, 
 
 (1) Sec. I, Art. I, Act of July 26, 1913, P. L. 1374. 
 
420 PRIVATE CORPORATIONS IN PENNSYI<VANIA. 
 
 as shall in all respects be just, reasonably adequate and practi- 
 cally sufficient for the accommodation and safety of its patrons, 
 employes, and the public, and in conformity with such reason- 
 able regulations or orders as may be made by the commission. 
 
 (b.) To render and furnish all such service at prices, charges, 
 rates, tolls, fares, or compensation that shall be just and reason- 
 able, and in conformity with such reasonable regulations or 
 orders as may be made by the commission. 
 
 (c.) To make all such repairs, changes, alterations, and im- 
 provements in or to such service, including facilities, as shall 
 be reasonably necessary for the accommodation or safety of its 
 patrons, employes, and the public.^ 
 
 2082. TariSs and Schedules. 
 
 (d.) Whenever and in the form required by the Commission to 
 file with the Commission tariffs and schedules, showing prices, 
 charges, rates, fares, tolls, or other compensation asked, de- 
 manded, or received for any service rendered or furnished by 
 said company, and, if a common carrier, showing the method of 
 distribution of trains, cars, vehicles, boats, motive power, or 
 other facilities operated or owned by said common carrier. It 
 shall also be the duty of every public service company to post and 
 publish such tariffs and schedules, including, if a common carrier, 
 schedules showing the method of distribution of trains, cars, ve- 
 hicles, boats, motive power, or other facilities, in every office or 
 station of said public service company open to the public, where 
 payments are made by shippers, consumers, users, or patrons, in 
 such manner, form and place in such office or station as to be 
 readily accessible, and so that the said tariffs and schedules may 
 be conveniently inspected by the public, and, similarly, in such 
 other places as the commission may require. In case of railroad 
 or other common carriers, telegraph and telephone corporations, 
 such tariffs and schedules shall conform to those required by the 
 Interstate Commerce Commission. Every public service company 
 shall also file with, and as a part of, such tariffs and schedules, 
 and post as directed, all rules and regulations that in any manner 
 affect the said prices, charges, rates, fares, tolls, or other compen- 
 sation, or the distribution of trains, cars, vehicles, boats, motive 
 power, or other facilities. Upon application, the commission may 
 limit and restrict the number and character of such tariffs and 
 
 (2) Sec. I, Art. II, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 42I 
 
 schedules, and the number of offices or stations at which the same 
 are required to be posted, as aforesaid.* 
 
 2083. Joint Tariffs and Schedules. 
 
 (e.) Where any public service company jointly acts or partici- 
 pates or connects with any other public service company in the 
 performance of any service, to make and file with the commis- 
 sion, when so required by it, and post and publish as hereinbefore 
 provided, the tariffs or schedules of the joint rates, prices, 
 charges, fares, or tolls adopted or in force between them (in- 
 cluding, when directed, the rules and regulations, contracts and 
 practices, affecting or relating to the same), which must be just 
 and reasonable, and not more in the aggregate, nor in the appor- 
 tionment thereof between said companies, than may be prescribed 
 by any order of the Commission : — • 
 
 Provided, however, That the tariffs or schedules of such joint 
 rates, prices, charges, fare, or tolls need only be filed by one of 
 the said public service companies; and the other company or 
 companies, with the consent and approval of the Commission, 
 need only file such evidence of concurrence therein or acceptance 
 thereof as may be required by the Commission : Provided, That 
 whenever any public service company shall file any tariffs or 
 schedules under the provisions of this act, or shall participate in 
 any such tariff or schedules so filed, the rates, fares, and charges, 
 and the rules, regulations and practices, therein contained, as 
 against such public service company, its officers, agents, and 
 employes, shall be deemed to be the legal rate, fare, or charge, 
 and the rules, regulations, and practices ; otherwise, the published 
 rate, rules, regulations, and practices, if any, shall be the legal 
 rate, fare or charge, rules, regulations, and practices.* 
 
 2084. Changes of Tariffs and Schedules. 
 
 (f.) To make no change in any tariff or schedule, which shall 
 have been filed or published or posted by any public service com- 
 pany in compliance with the preceding sections, except after thir- 
 ty days' notice to the commission and to the public, posted and 
 published in the manner, form, and places required with respect 
 to the original tariffs or schedules, which shall plainly state the 
 
 (3) CI. (d), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. See Sees. 
 2083, 2100, 2109-2112, 213s, 2137, 2144, 2145, 2153. 
 
 (4) CI. (e), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. 
 
422 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 exact changes proposed to be made in the tariffs or schedules 
 then in force, and whether an increase or decrease, and the time 
 when the proposed changes will go into effect; and all such 
 changes shall be shown by filing, posting, and publishing new 
 tariffs or schedules, or shall be plainly indicated upon the tariffs 
 or schedules in force at the time, and kept open to the public 
 inspection: Provided, That the Commission may, in its discre- 
 tion and for good cause shown, allow changes in such tariffs or 
 schedules upon less than thirty days' notice herein specified, or 
 upon other conditions: And provided, further. That no rate, 
 practice, or classification which shall have been determined by 
 the Commission shall be changed or discontinued by the public 
 service company, directly or through any change in classifications, 
 rules, regulations, contracts, or practices, within a period of 
 three years after such determination, without application to and 
 the approval of the Commission, of which application thirty days' 
 prior notice shall be given in the said tariffs or schedules to the 
 public : And provided further. That it shall be the duty of every 
 public service company, when required by the Commission, to 
 issue to its shippers, consumers, or other patrons a certificate or 
 other evidence of payments made by them to it in excess of the 
 prior established rate, of an increase in which rate notice has 
 been given to the Commission and the public as aforesaid." 
 
 2085. Filing of Contracts and Beports— Systems of Accounting — 
 Books and Records to be Kept in Pennsylvania. 
 
 (g.) To file with the Commission, when required by it, veri- 
 fied copies of any and all contracts, writings, agreements, leases, 
 arrangements, or other engagements entered into by such public 
 service company with any person, corporation, municipal corpor- 
 ation, any state government, the Federal government, or any 
 branch or subdivision thereof, or other public service company, 
 in relation to its public service. 
 
 (h.) To make and file, when and in the manner and form re- 
 quired by the Commission, any and all reports to the Commis- 
 sion, which shall contain such facts, accounts, and information 
 as may be prescribed by the Commission ; and, generally, to fur- 
 nish any and all information required by the Commission in the 
 performance of its duties under this act. 
 
 (S) CI. (f). Sec. I, Art. II, Act of July 26, 1913, P. L. 1374- See Sees. 
 2082, 2109-2012, 213s, 2137, 2144, 2145, 2153. 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 423 
 
 (i.) To adopt, use and keep, in conducting its business, such 
 form, method, system, or systems, of accounts, records, and 
 memoranda as shall be prescribed by the Commission ; to carry no 
 charges in any operating account which should properly be 
 charged to the capital account, or vice versa; to carry a proper 
 and reasonable depreciation account, if required so to do by 
 order of the Commission ; and to obey and abide by all the regu- 
 lations and orders of the Commission concerning such accounts, 
 records, and memoranda, and the keeping of the same: Pro- 
 vided, That this subsection shall also apply to all municipal cor- 
 porations, with respect to the accounts, records, and memoranda 
 relating to the rendering or furnishing by them to the public 
 of any service of the kind or character rendered or furnished by 
 public service companies, and to the making of reports in rela- 
 tion thereto : And provided further, That all corporations and 
 persons, operating under lease or other contract any such plant 
 or other facilities, owned by such municipal corporation, shall 
 adopt, use, and keep, in respect to such operation of such plant 
 or other facilities under such lease or contract, such form or sys- 
 tem of accounts as shall be adapted to and reasonable under the 
 circumstances, and consistent with the obligations of such lease 
 or contract, or of any contract made in pursuance thereof, and 
 shall conform to such orders as the Commission, on hearing, may 
 make in respect to such form or system of accounts, and shall 
 make such reports in relation thereto as may be required by the 
 Commission. 
 
 (j.) To keep all books, accounts, papers, records, and memor- 
 anda, as shall be required by the Commission, in an office within 
 this Commonwealth, and not to remove the same or any of them 
 from the Commonwealth except upon such terms and conditions 
 as may be prescribed by the Commission; but the provisions of 
 this paragraph shall not apply to a public service company of 
 another state, engaged in interstate commerce, whose accounts 
 are kept at its principal place of business without the state, in 
 the manner prescribed by the Interstate Commerce Commission : 
 Provided, That such public service company, when required by 
 the Commission, shall furnish to the Commission, within such 
 reasonable time as it shall prescribe, certified copies of its books, 
 accounts, papers, records, and memoranda relating to the busi- 
 
424 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ness done by such public service company within this Common- 
 wealth.' 
 
 2086. Production of Becords and Maps. 
 
 (k.) To furnish to the Commission, from time to time, and 
 as the Commission may require, all maps, profiles, reports of 
 engineers, books, papers, records, and other documents or mem- 
 oranda, or copies of any and all of them, in aid of any inspection, 
 examination, inquiry, investigation, or hearing, or in aid of any 
 determination of the value of its property, or any portion there- 
 of; and to co-operate with the Commission in the work of the 
 valuation of its property, or any portion thereof; and to furnish 
 any and all other information to the Commission, as the Commis- 
 sion may require, in any inspection, examination, inquiry, inves- 
 tigation, hearing, or determination of such valuation of its prop- 
 erty and facilities.'' 
 
 2087. Accounting for Proceeds of Securities. 
 
 (1.) To account or report to the Commission, when required 
 by it so to do, for the disposition and application of the proceeds 
 of all sales or pledges of all stocks, trust certificates, bonds, notes, 
 and other evidences of indebtedness, and other securities; which 
 accounts and reports shall be made in such form and detail, veri- 
 fied by affidavit of the proper officer or officers of such com- 
 pany having knowledge thereof, as to the Commission may seem 
 advisable ; and, in accordance with reasonable rules and regula- 
 tions which may be adopted by the Commission, to use and apply 
 the proceeds thereof to the purpose or purposes certified to the 
 Commission, under the provisions of this act, and to no other 
 purpose or purposes whatsoever.' 
 
 2088. Service and Facilities to be Furnished by Common Carriers. 
 
 (m.) If a railroad corporation or street railway corporation, 
 or other common carrier, to furnish a reasonably sufficient num- 
 ber of safe trains, cars, vehicles, boats, or other facilities ; and to 
 run and operate the same with such motive power as may reason- 
 ably be required, in the conveyance of all such passengers or 
 property as may seek, or be offered to it, for such conveyance; 
 
 (6) Cls. (g) to (j), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. 
 See Sec. 2113. 
 
 (7) CI. (k), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. 
 
 (8) CI. (I), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYI,VANIA. 425 
 
 and to run and operate its said trains, cars, vehicles, boats, or 
 other facilities with sufficient frequency, at such reasonable and 
 proper times, and to and from such stations or points, as the 
 Commission, having regard to the general convenience and safety 
 of the public, may require; and, when reasonably required by 
 the Commission, to change the time schedule for the running and 
 operation of its trains, cars, vehicles, boats, or other facilities; 
 and, generally, make any other arrangements and improvements 
 in its service which the Commission may lawfully and reasonably 
 determine and require.* 
 
 2089. Furnishing and Distribution of Cars, etc., by Common Car- 
 
 riers. 
 
 (n.) If a railroad corporation or other common carrier, en- 
 gaged in the transportation of freight or property, to furnish, 
 upon reasonable request, to all persons and corporations who may 
 apply therefor, and offer freight or property for transportation, 
 sufficient and suitable cars, vehicles, boats, motive power, or 
 other facilities, as may be reasonably required for the transpor- 
 tation of such freight or property; or, in case at any particular 
 time it may not have sufficient cars, boats, vehicles, motive power, 
 or other facilities to meet the requirements for the transporta- 
 tion of property, then lawfully to distribute all available cars, ve- 
 hicles, boats, motive power, or other facilities among the sev- 
 eral applicants therefor, without discrimination between shippers, 
 localities, or competitive or non-competitive points, in accord- 
 ance with the rule of distribution of the Interstate Commerce 
 Commission. But preferences may always be given in the supply 
 of cars, boats, vehicles, motive power, or other facilities for 
 shipment of livestock or perishable matter.^" 
 
 2090. Switch Connections With Lateral Railroads, Side Tracks, Etc. 
 
 (o.) If a railroad corporation, upon application of any owner 
 or operator of any lateral railroad, or any private side track, or 
 of any shipper, tendering property or traffic for transportation, 
 or of any consignee, to construct, maintain, and operate, at a rea- 
 sonable place and upon reasonable terms, a switch connection 
 with any such lateral railroad or private side track which may be 
 constructed to connect with its railroad, where such connection 
 
 (9) CI. (m), Sec. I, Art. II, Act of July 26, 1913, P. L. i374- 
 
 (10) CI. (n), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. 
 28 
 
426 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 may be reasonably practicable and can be put in with safety, and 
 will furnish sufficient business to justify the construction and 
 maintenance of the same : Provided, That whenever any lateral 
 line of railroad or private side track has been so connected with 
 a line of any railroad, or whenever any owner of such lateral 
 railroad or any private side track has at any time heretofore 
 sold or leased, or shall hereafter sell or lease, such lateral rail- 
 road or side track to any railroad corporation, any person or cor- 
 poration shall be entitled to connect therewith, or to use the same, 
 upon payment to the party incurring the primary expense thereof 
 of a reasonable proportion of the cost of the said lateral railroad 
 or private side track, and of the maintenance thereof ; which shall 
 be determined, in case of disagreement among the parties, by the 
 Commission, after notice to the interested parties, and a hearing. 
 Provided, That such connection and use can be made without 
 unreasonable interference with the use thereof by the party in- 
 curring the primary expense or owning or leasing said lateral 
 railroad or side track.^^ 
 
 2091. Continuous Transmission or Transportation. 
 
 (p.) If a telephone or telegraph corporation, or person or per- 
 sons engaged in like business, to cause the transmission of dis- 
 patches, messages, or communications by it to be reasonably con- 
 tinuous, and without unreasonable interruption or delay; and, 
 if a common carrier, to cause the conveyance of passengers and 
 property by it to be reasonably continuous, and without unrea- 
 sonable interruptions or delay.'' 
 
 2092. Liability of Initial Common Carrier. 
 
 (q.) Whenever a common carrier receives property for trans- 
 portation between points within this Commonwealth, it shall 
 issue a receipt or bill of lading therefor, and shall be liable to the 
 lawful holder thereof for any loss, damage, or injury to said 
 property caused by it or any other common carrier to which said 
 property may be delivered, or over whose line or lines such prop- 
 erty may pass. No contract, receipt, rule, or regulation shall 
 exempt such common carrier from the liability hereby imposed: 
 Provided, That nothing in this section shall deprive any lawful 
 holder of such receipt or bill of lading of any remedy or right 
 
 (11) CI. (o), Sec. I, Art. 11, Act of July 26, 1913, P. L. 1374- 
 
 (12) CI. (p), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 427 
 
 of action which he has under existing laws : And provided fur- 
 ther, That any common carrier issuing such receipt or bill of 
 lading, shall, in the event of a recovery of a judgment against, 
 or of a satisfaction made by, such carrier, for such loss or dam- 
 age, be entitled to recover from the common carrier on whose 
 line the loss or damage shall have been sustained, an amount not 
 in excess of the loss or damage to said property which the lawful 
 holder of said bill of lading or receipt would otherwise have 
 been entitled to recover against such last-mentioned carrier, and 
 not in excess of the amount actually paid to the holder of such 
 receipt or bill of lading.^^ 
 
 2093. Transfers and Schedules of Street Bailway and Incline Plane 
 
 Companies. 
 
 (r.) If a street railway corporation or incline plane corpora- 
 tion, whenever the Commission shall deem necessary or proper 
 for the accommodation, convenience, or safety, of the public in 
 the conveyance of passengers, to transfer such passengers to or 
 from another part of the system of the said street railway cor- 
 poration or incline plane corporation; and, to this end and ob- 
 ject, shall make proper and convenient arrangement or adjust- 
 ment of the time schedules of the said street railway corpora- 
 tion or incline plane corporation ; and shall also make such proper 
 and convenient arrangement or adjustment of its time schedules 
 with those of other, contiguous, or connecting street railway cor- 
 porations or incline plane corporations, as to the Commission 
 shall seem necessary or proper for the accommodation, con- 
 venience, or safety of the public." 
 
 2094. Connections Between Bailroads or Street Bailways. 
 
 (s.) If a railroad corporation or a street railway corporation, 
 to construct and maintain, whenever the Commission may require 
 the same, such switch or other connections with or between the 
 lines of other companies of the same character, where the same 
 is reasonably practical and can readily be connected, to form a 
 continuous line of transportation, and to cause the conveyance of 
 persons and property between points within this Commonwealth 
 to be without unreasonable interruption or delay ; and to establish 
 through routes and service therein, and just and reasonable joint 
 
 (13) CI. (q), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. 
 
 (14) CI. (r), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. 
 
428 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 rates, fares, and charges applicable thereto; and, where prac- 
 ticable, transport freight over the same without transfer from the 
 the originating cars ; and shall not discriminate in the said rates, 
 fares, charges, or in any rules or regulations applicable thereto, 
 between any such connecting lines: Provided, That no railroad 
 corporation or street railway corporation shall be required to give 
 the use of its tracks or terminal facilities to any other common 
 carrier: And provided, That this section shall not apply to a 
 street railway corporation engaged in the business of carrying 
 passengers, but not engaged in the general business of transport- 
 ing freight, and which does not generally solicit the transporta- 
 tion of freight as a main branch of its business.^' 
 
 2095. Begulation of the Crossing of Tracks. 
 
 To obey and abide by all lawful orders and regulations of the 
 Commission, made under the provisions of this act, regulating 
 the manner in which the tracks or other facilities of any railroad 
 corporation, street railway corporation, or any other public serv- 
 ice company, may be constructed across the tracks or other 
 facilities of any other railroad corporation, street railway corpo- 
 ration, or any other public service company, at grade, or above 
 or below grade, or at any prescribed level ; or in which the tracks 
 or other facilities of any railroad corporation or street railway 
 corporation may be constructed across any public highway at 
 grade, or above or below grade ; or in which any public highway 
 may be constructed across the tracks or other facilities of any 
 railroad corporation or street railway corporation at grade, or 
 above or below grade ; or regulating the manner in which such 
 crossings shall be operated, maintained, and protected, including 
 the stationing of watchmen thereat, installation and regulation of 
 lights, blocks, or other system of signalling, safety appliances, de- 
 vices, or such other means or instrumentalities as the Commis- 
 sion may prescribe; as well as to obey and abide by all lawful 
 orders and regulations of the Commission, made under the provi- 
 sions of this act, requiring the alteration, relocation, removal, or 
 abolition of any such crossings, — to the end, intent, and purpose 
 that accidents may be prevented ; and also to bear and pay the ex- 
 penses, damages, or compensation incident thereto, either sever- 
 
 (IS) CI. (s), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 429 
 
 ally or in such proportions as the Commission may determine 
 under the provisions of this act.^* 
 
 2096. Connection of Lines of Telegraph Companies. 
 
 (u.) If a telegraph corporation, or person engaged in the pub- 
 lic telegraph business, to connect, whenever the Commission may 
 require it or him so to do, its or his lines of telegraph with the 
 lines of any other such telegraph corporation, or person engaged 
 in the public telegraph business; and thereupon it shall be and 
 become the reciprocal duty of each of such connecting telegraph 
 corporations, or persons, upon the payment of the usual charges 
 to individuals for transmitting dispatches, as established by the 
 rates and regulations of such telegraph corporations, or persons, 
 or by the Commission as hereafter provided, to receive and to 
 transmit dispatches from and for each other with impartiality 
 and good faith, and likewise for any individual or individuals.^^ 
 
 2097. Connection of Telephone Lines. 
 
 (v.) If a telephone corporation, or person engaged in the tele- 
 phone business, whose lines, together with the lines of another 
 telephone corporation, or person engaged in the telephone busi- 
 ness, form a continuous line of communication between different 
 localities, which are not reached by lines, facilities, or connec- 
 tions of either alone, and could be made to do so by the construc- 
 tion and maintenance of suitable connections between the sev- 
 eral lines at common points, for the transmission of conversa- 
 tions between different localities, to jointly arrange for the inter- 
 change and transfer of conversations at such common points 
 when it can reasonably be done, and efficient service can be ob- 
 tained without injustice to either company and without substan- 
 tial impairment or detriment to the service to be rendered by 
 either company, and when necessity exists therefor, in order to 
 supply through traffic communication between different locali- 
 ties not otherwise provided for by the companies in question, or 
 either of them; and shall operate and conduct a joint through 
 traffic over the several lines so connected, and shall make the 
 proper rules and regulations governing the same, and shall es- 
 tablish just and reasonable rates and charges for the joint through 
 service thereby rendered, and shall make among themselves an 
 
 (16) CI. (t), Sec. I, Art. II, Act of July 26, 1913, P. L. 1374. See Sees. 
 2146-2149. 
 
 (17) CI. (u), Sec. I, Art. II, Act of July 26, 1913, P. L. I374- 
 
430 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 equitable apportionment of the costs and revenues appertaining 
 to the joint facilities and service.^' 
 
 2098. Testing of Meters. 
 
 (w.) If a gas corporation, water corporation, or other public 
 service company, furnishing its service or product upon meter or 
 other similar measurement, or electric corporation, to provide, 
 and keep in and upon its premises, suitable and proper apparatus, 
 to be approved from time to time and stamped or marked by the 
 Commission, for testing and proving the accuracy of gas, water, 
 electric, or other meters furnished by it for use ; and by which ap- 
 paratus every meter may be tested, upon the written request of 
 the consumer to whom the same shall be furnished, and in his 
 presence if he shall so desire. If the meter so tested shall be 
 found to be accurate, within such commercially reasonable limits 
 as the Commission may, by general or special order, fix for such 
 meters, or class of meters, a reasonable fee, to be fixed by the 
 Commission by standing order, sufficient to cover the cost of 
 such test, shall be paid by the consumer requiring such test; but, 
 if not so found, then the cost thereof shall be borne by the pub- 
 lic service company furnishing said meter.^® 
 
 2099. Notice and Beport of Accidents — Observance of Orders. 
 
 (x.) To give immediate notice to said Commission of the hap- 
 pening of any accident in or about, or in connection with the 
 operation of its property, facilities, or service, wherein any per- 
 son shall have been killed or injured ; and to furnish such full and 
 detailed report of such accident, within such time and in such 
 manner as the Commission shall, by general rule or special 
 order, or otherwise, require. Such report shall not be open for 
 public inspection, except by order of the Commission, and shall 
 not be admitted in evidence for any purpose in any suit or ac- 
 tion for damages growing out of any matter or thing mentioned 
 in said report. 
 
 (y.) To observe and obey all and singular the lawful orders 
 and regulations which may be issued or made by the Commission 
 in the exercise of the powers conferred upon it by this act.'"' 
 
 (i8) CI. (v), Sec. I, Art. II, Act of July 26, 1913, P. L,. 1374. 
 
 (19) CI. (w), Sec. I, Art. 11, Act of July 26, 1913, P. L. 1374. 
 
 (20) Cls. (x) & (y), Sec. I, Art. 11, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 43 1 
 
 3100. Powers of Public Service Companies— Bates, Fares and 
 Charges. 
 It shall be lawful for every public service company — 
 (a.) To demand, collect, and receive fair, just, and reasonable 
 prices, rates, fares, tolls, charges, or other compensation for each 
 and every service rendered or to be rendered by it to any person 
 or corporation, or to any other public service company with whom 
 it interchanges facilities and services. 
 
 To establish a sliding-scale of rates, fares, or charges ; provided 
 that a schedule showing such scale of rates, fares, or charges 
 shall first have been filed with the Commission and approved 
 by it. 
 
 To establish, with the consent of the Commission, a scale of 
 charges, subject to automatic adjustment, in relation to the divi- 
 dends to be paid to the stockholders of such public service com- 
 pany, or the profit to be realized by any person engaged in like 
 business. 
 
 To participate, to such an extent as may be permitted by the 
 Commission, and deemed by the Commission wise, for the pur- 
 pose of encouraging economics, efficiencies, or improvements in 
 methods or service, in the additional profits which will be afford- 
 ed by such economies, efficiencies, or improvements in methods or 
 service. 
 
 (b.) To employ, in the conduct and management of its busi- 
 ness, suitable and reasonable classifications of its service, patrons, 
 and rates; and such classification may, in any proper case, take 
 into account the nature of, the use, and quantity used, the time 
 when used, the purpose for which used, the kind, bulk, value, and 
 facility of handling of commodities, and any other reasonable 
 consideration. 
 
 (c.) To have reasonable rules and regulations, subject to ex- 
 isting law and the provisions of this act, governing the conduct 
 of its business and the conditions under which it shall be required 
 to render service. 
 
 It may require the payment of charges in advance, the making 
 of reasonable minimum payments and deposits to secure future 
 payments of such charges ; or it may allow discounts for prompt 
 payments of the same, or impose penalties for failure to pay 
 promptly : Provided, That such advance charges, minimum pay- 
 ments, deposits, discounts, or penalties are reasonable, and apply 
 equally and without discrimination or preference to all shippers, 
 
432 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 consumers, and patrons, under like conditions and under similar 
 circumstances.^^ 
 
 2101. Complaints to Commission. 
 
 (d.) To apply to the Commission by complaint, in the manner 
 hereinafter provided in this act, whenever such company claims 
 to be aggrieved by any ruling, regulation, classification, or order 
 which it is or has been required by the Commission to observe or 
 carry into effect; and thereupon such public service company 
 shall be entitled to a full and fair hearing, and a speedy deter- 
 mination of its complaint on the merits, by the Commission, and 
 to all just and reasonable relief consistent with the rights and 
 duties of such public service company.^^ 
 
 2102. Where Owner of Property Transported Benders Services in 
 
 Connection With Its Transportation, 
 (e.) Whenever any owner of property transported by any 
 common carrier, or any user or patron of any other public service 
 company, renders, directly or indirectly, any service connected 
 with such transportation or other public service, the charge and 
 allowance therefor shall be no more than is just and reasonable ; 
 and the Commission may, after hearing, on its own motion or 
 upon complaint, determine what is a reasonable charge, as a 
 maximum, to be paid by the carrier or other public service com- 
 pany for the use of the service so furnished or rendered, and 
 what is a proper proportion of the said cost, and fix the same by 
 appropriate order, to be observed and enforced by the parties 
 concerned.^* 
 
 2103. Approval of Applications for Charters — Beginning of Opera- 
 
 tions Under municipal Ordinances. 
 
 Upon the approval of the Commission evidenced by its Cer- 
 tificate of Public Convenience, first had and obtained, and not 
 otherwise, it shall be lawful for any proposed public service com- 
 pany — 
 
 (a.) To be incorporated, organized, or created: Provided, 
 That existing laws relative to the incorporation, organization, and 
 creation of such companies shall first have been complied with, 
 
 (2i) CIs. (a), to (c), Sec. i, Art. Ill, Act of July 26, 1913, P. L. 1374. 
 2082-3, 2100, 2109-2112, 213s, 2137, 2144-5, 2IS3- 
 
 (22) CI. (d). Sec. I, Art. Ill, Act of July 26, 1913, P. L. 1374. 
 
 (23) CI. (e). Sec. I, Art. III. Act of July 26, 1913, P. I,. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 433 
 
 prior to the application to the Commission for its Certificate of 
 Public Convenience. 
 
 (b.) To begin the exercise of any right, power, franchise, or 
 privilege under any ordinance, municipal contract, or otherwise." 
 
 2104. Benewal and Amendment of Charters— Eoreign Corporations 
 
 — Lease or Sale of Property and Pranchises. 
 
 Upon like approval of the Commission first had and obtained, 
 as aforesaid, and upon compliance with existing laws, and not 
 otherwise, it shall be lawful — 
 
 (a.) For any public service company to renew its charter, or 
 obtain any additional rights, powers, franchises, or privileges, 
 by any amendment or supplement to its charter, or otherwise. 
 
 (b.) For a foreign public service company, upon compliance 
 with existing laws, if any there be permitting such foreign com- 
 pany to exercise its powers and franchises within this Common- 
 wealth, to obtain the right to do business within this Common- 
 wealth. 
 
 (c.) For any public service company to sell, assign, transfer, 
 lease, consolidate, or merge its property, powers, franchises, or 
 privileges, or any of them, to or with any other corporation or 
 person.^' 
 
 2105. Municipal Corporations. 
 
 (d.) For any municipal corporation to acquire, construct, or 
 begin to operate, any plant, equipment or other facilities for the 
 rendering or furnishing to the public of any service of the kind 
 or character already being rendered or furnished by any public 
 service company within the municipality. 
 
 Provided, however, That nothing herein contained shall inter- 
 fere with or affect the right or power of a municipal corporation 
 to continue the operation of its municipal plant, or to extend the 
 same, within the territory of such municipal corporation, or any 
 part thereof, which is not then being supplied by a public 
 service company rendering or furnishing service of a like kind or 
 character: And provided further. That any municipal corpora- 
 tion which, at the time this act becomes effective, has, by author- 
 ity of law, in process of construction any such plant for the ren- 
 dering or furnishing to the public of any such service, may pro- 
 
 (24) Cls. (a) to (b), Sec. 2, Art. Ill, Act of July 26, 1913, P. L. 1374- 
 
 (25) Cls. (a) to (c), Sec. 3, Art. Ill, Act of July 26, 1913, P. L. 1374- 
 
434 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ceed with and complete the said construction, and begin to oper- 
 ate the same, without the aforesaid approval of the Commission 
 first had and obtained.^* 
 
 2106. Issue of Stocks and Bonds. 
 
 It shall be lawful for any public service company — 
 
 (a.) To issue stocks, trust certificates, bonds, notes or other 
 evidences of indebtedness or other securities, or make any in- 
 crease in the issue thereof, in the manner prescribed by law, 
 for and only for money, labor done, or money or property actu- 
 ally received, in accordance with the requirements of the Con- 
 stitution and the laws of the Commonwealth. 
 
 All stocks, trust certificates, bonds, notes, or other evidences 
 of indebtedness or other securities, issued in violation of this 
 subsection, and all fictitious increase of stock, trust certificates, 
 bonds, notes, or other indebtedness or securities, shall be void. 
 
 Application as hereinafter provided may be made by such public 
 service companies to the Commission for a certificate of valua- 
 tion, to the effect that the provisions of this section have been 
 complied with as to any stocks, trust certificates, bonds, notes, 
 or other evidences of indebtedness or other securities, issued 
 after the passage of this act; such application shall certify 
 as to the number and amount thereof to be issued and the pur- 
 pose of such issue, and shall contain such other facts and de- 
 tailed information, and be in such form, as the Commission shall 
 determine and prescribe, and shall be signed and verified by the 
 affidavit of the treasurer, auditor, controller, or other acting fiscal 
 head of the public service company. 
 
 (b.) Every public service company shall file with the Com- 
 mission, on or prior to the date of issuance of any stock, trust 
 certificates, bonds, notes, or other evidences of indebtedness or 
 other securities, payable at periods of more than twelve months 
 after the date thereof, and now or hereafter to be authorized 
 (unless upon application as aforesaid, a certificate of valuation 
 shall have been obtained in accordance with the provisions of this 
 act), a certificate to be known as a Certificate of Notification, 
 in such form as the Commission may, from time to time, deter- 
 mine and prescribe, which, among other things that may be re- 
 quired by the Commission, shall show — 
 
 I. The total amount thereof. 
 
 (26) CI. (d), Sec. 3, Art. Ill, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 435 
 
 II. The number and amount thereof outstanding prior to the 
 date of such certificate, the amount thereof theretofore retired, 
 the amount thereof theretofore undisposed of, and whether such 
 amount is held in the treasury of the public service company 
 as a free asset or pledged, and, if pledged, the terms and condi- 
 tions of such pledge. 
 
 III. The number and amount thereof to be issued and the 
 purpose of such issue, and whether to be sold, pledged, or held 
 in the treasury of the public service company as a free asset; 
 if such securities are to be sold, the terms of sale if a contract 
 for such sale has been made, and, if any part of the considera- 
 tion to be received therefor is other than money, an accurate 
 and detailed description thereof; if such securities are to be 
 pledged, the terms and conditions of such pledge. 
 
 IV. The number and amount thereof remaining unissued. 
 
 V. If the issue is of shares of stock, the certificate shall also 
 show the par value thereof, and the number of then outstanding 
 shares previously issued. 
 
 VI. The preference or privilege granted to the holders of 
 any such shares of stock, the dates of maturity, rates of interest 
 of any such bonds, notes or other evidences of indebtedness or 
 other securities, and any conversion rights granted to the holders 
 thereof, and the price, if any, at which such shares or such se- 
 curities may be redeemed. 
 
 (c.) Whenever any securities, set forth and described in 
 any Certificate of Notification as pledged or held as a free asset 
 in the treasury of the public service company, shall, subsequent 
 to the filing of such certificate, be sold or repledged or otherwise 
 disposed of by the public service company, such company shall 
 file a further Certificate of Notification to that eflfect, setting 
 forth therein all such facts as are required by subdivision III, 
 subsection (b.), of this section four. 
 
 (d.) All Certificates of Notification furnished to the Com- 
 mission shall be signed and verified by the affidavit of the treas- 
 urer, auditor, controller, or other acting fiscal head of the public 
 service company. Such Certificates of Notification shall at all 
 times be deemed to be public records, and open to inspection, 
 and may be given such further publicity as the Commission may 
 deem to be for the pubilc interest or welfare. 
 
 The provisions of this act contained in regard to Certificates 
 of Valuation, and, unless so required by the Commission, in 
 
436 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 regard to Certificates of Notification, shall not apply to the is- 
 suance of bonds, notes, or other evidences of indebtedness pay- 
 able at periods of twelve months or less, nor to the pledging or 
 repledging of stocks, trust certificates, bonds, or other evidences 
 of indebtedness to secure such bonds, notes, or evidences of in- 
 debtedness, payable at periods of twelve months or less; but 
 if such bonds, notes, or other evidences of indebtedness, shall, 
 in whole or in part, directly or indirectly, be refunded by any 
 issue of bonds, notes, or other evidences of indebtedness running 
 for more than twelve months, then the said mentioned provisions 
 with regard to Certificates of Notification and Valuation shall 
 
 apply- 
 Neither the filing with the Commission of any Certificate of 
 Notification, nor the issuing by the Commission of any Certifi- 
 cate of Public Convenience or Certificate of Valuation, and 
 nothing therein or in this act contained, nor any hearing had, 
 nor finding nor order nor decree made by the Commission, nor 
 any act or thing done by any public service company in pursuance 
 thereof, nor any act or thing done by the Commission under the 
 provisions of this act, shall in any wise afifect the invalidity, 
 if any, of any stocks, trust certificates, bonds, notes, or other 
 evidences of indebtedness or other securities, issued or assumed 
 or guaranteed, prior to the date when this act shall become ef- 
 fective, by any public service company.^^ 
 
 2107. Construction of Crossings. 
 
 Upon the approval of the Commission, evidenced by its Cer- 
 tificate of Public Convenience first had and obtained, and not 
 otherwise, it shall be lawful for any railroad corporation or 
 street railway corporation to construct its tracks or other facil- 
 ities across the tracks or other facilities of any other railroad 
 corporation or street railway corporation, or across any public 
 highway, at grade, or above or below grade; or for any public 
 highway to be constructed across the tracks or other facilities 
 of any railroad corporation or street railway corporation at grade, 
 or above or below grade; or for any public service company to 
 construct any of its facilities across the facilities of any other 
 public service company at the same or different levels. And it 
 shall be lawful, upon like approval first had and obtained, and 
 
 (27) Sec. 4, Art. Ill, Act of July 26, 1913, P. L,. 1374. See Sees. 2108, 
 2135, 2151, 2158, 2159, 2200. 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. 437 
 
 not otherwise, for any public service company to alter, relocate, 
 remove, or abolish any such crossing: Provided, however, That 
 in all cases in which the tracks or other facilities of a railroad 
 corporation or street railway corporation cross the tracks or 
 other facilities of another railroad corporation or street railway 
 corporation or a public highway at grade, and such crossing is 
 at the time this act becomes effective in process of abolition, 
 under and in accordance with an agreement or contract entered 
 into with any municipality providing for such abolition, it shall 
 be lawful to proceed with the consumation of such abolition as 
 provided in such agreement or contract, without the aforesaid ap- 
 proval of the Commission first being obtained.^' 
 
 2108. Capitalization of Value of rranchises, etc.— Securities of Be- 
 organized Corporations — Ownership of Controlling Interest 
 in Other Corporations. 
 
 It shall be unlawful for any public service company — 
 (a.) To capitalize its franchises, rights, powers, privileges, 
 or right to own and operate or enjoy any such franchises, rights, 
 powers, or privileges, in excess of the amount paid to the Com- 
 monwealth or any political subdivision thereof as the considera- 
 tion for the grant thereof ; or to capitalize any lease, or contract 
 of sale, or contract for consolidation or merger of two or more 
 public service companies ; or to issue by way of substitution any 
 capital stock, trust certificates, bonds, notes, or other evidences 
 of indebtedness or other securities, for any consolidated or 
 merged company, exceeding the aggregate values of the proper- 
 ties of the companies so consolidated or merged, and any addi- 
 tional sum actually paid in, in cash, and any additional property 
 or labor actually contributed: Provided, That any such public 
 service company or companies may apply to the Commission to 
 determine such consideration or value, aforesaid. 
 
 (b.) In the case of any reorganization under the provisions 
 of the act of Assembly approved the eighth day of April, Anno 
 Domini one thousand eight hundred and sixty-one, entitled "An 
 act concerning the sale of railroads, canals, turnpikes, bridges, 
 and plank roads," or any supplement thereto or amendment 
 thereof, to issue any stock, trust certificates, bonds, notes, or 
 other evidences of indebtedness or other securities, in excess 
 
 (28) Sec. 5, Art. Ill, Act of July 26, 1913, P. L. I374- See Sees. 2146- 
 2149. 
 
438 PRIVATE CORPORATIONS IN PENNSYI^VANIA. 
 
 of the amount paid or agreed to be paid to the Commonwealth or 
 any political subdivision thereof, as the consideration for the 
 grant of any franchises, rights, powers, or privileges, and the 
 value of the property of such reorganized corporation (and any 
 additional sum actually paid in cash, and any additional property 
 or labor actually contributed) : Provided, That any such public 
 service company may apply to the Commision to determine such 
 consideration or value, aforesaid. 
 
 (c.) To purchase, acquire, take or hold, either in absolute 
 ownership or in pledge, or as collateral security, directly or 
 indirectly, any controlling right, title, or interest, legal or equit- 
 able, in the capital stock, bonds, trust certificates, or other evi- 
 dences of indebtedness or other securities, issued by, or other 
 controlling right, title, or interest whatsoever in, any other public 
 service company, conducting business within this Commonwealth, 
 without the consent and approval of the Commission; but the 
 purchase, taking and holding, aforesaid, of any right, title, or in- 
 terest in any such capital stock, bonds, trust certificates, or other 
 evidences of indebtedness or other securities, or of any other 
 right, title, or interest in any other public service company, which 
 shall amount to less than the aforesaid controlling right, title, 
 or interest, of any nature or kind, shall be lawful without the 
 approval of the Commission, so far as the same may be lawful 
 under existing laws: Provided, however. That nothing in this 
 act shall be construed to affect the holding of stocks, bonds, 
 trust certificates, or other evidences of indebtedness or other 
 securities, heretofore legally acquired and held; or in any way 
 diminish, lessen, or impair the rights of any public service 
 company, in virtue of the holding by said company of such stocks, 
 trust certificates, bonds, notes, or other evidences of indebtedness 
 or other securities, heretofore acquired and held; or to prevent 
 the future acquisition of such stocks, trust certificates, bonds, 
 notes, or other evidences of indebtedness or other securities of 
 a public service company, where the major interest therein has 
 been acquired and held by a public service company prior to the 
 date when this act shall become effective; or to prevent the 
 future acquisition, holding, or cancellation by a public service 
 company of trust certificates, bonds, notes, or other evidences 
 of indebtedness or other securities secured by stock, theretofore 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 439 
 
 legally acquired and owned by a public service company and 
 pledged as security therefor.^' 
 
 2109. Schedules to be Filed and Fosted Before Operations are 
 Begun. 
 
 It shall be unlawful for any public service company after the 
 first day of January, one thousand nine hundred and fourteen, 
 to render or furnish, or to offer to render or furnish, within this 
 Commonwealth, any service of the kind or character rendered 
 or furnished by it, until it shall have filed and posted its tariffs 
 and schedules in accordance with the provisions of subsection 
 (e.) of section one of article two.^" 
 
 2110. Unjust Discriminations — Undue Preferences. 
 
 It shall be unlawful for any public service company — 
 
 (a.) To charge, demand, collect, or receive, directly or indi- 
 rectly, by any special rate, rebate, drawback, abatement, or 
 other device whatsoever, from any person or corporation, for any 
 service rendered or to be rendered, a greater or less compensa- 
 tion or sum than it shall demand, charge, collect, or receive from 
 any other person or corporation for a like and contemporaneous 
 service under substantially similar circumstances and > condi- 
 tions. 
 
 Provided, however. That where, as the result of a bona fide 
 mistake or error of a common carrier, the full tariff charges are 
 not collected in the first instance, and the balance is subsequently 
 found to be due and outstanding, the collection of such balance 
 may be waived by the carrier, provided the matter is submitted 
 to the Commission, and its approval of such waiver is first had 
 and obtained. 
 
 (b.) To make or give any undue or unreasonable preference 
 or advantage in favor of or to any person or corporation or any 
 locality, or any particular kind or description of traffic or service, 
 in any respect whatsoever; or to subject any particular person 
 or corporation or locality, or any particular kind or description of 
 
 (29) Sec. 6, Art. Ill, Act of July 26, 1913, P. L. 1374. See Sees. 2106, 
 2135, 2151, 2158, 2159, 2200. 
 
 (30) Sec. 7, Art. Ill, Act of July 26, 1913, P. L. 1374. See Sees. 2082-3, 
 2100, 2110-2112, 213s, 2137, 2144-5, 2153- 
 
 (30*) Sec. 8, Art. Ill, Act of July 26, 1913, P. L. 1374. See Sees. 2082-3, 
 2100, 2109, 2111, 2112, 213s, 2137, 2144-S, 3153. 
 
440 PRIVATE CORPORATIONS IN PENNSYI^VANIA. 
 
 traffic or service, to any undue or unreasonable prejudice or 
 disadvantage in any respect whatsoever.""* 
 
 2111. Charges for Short and Long Hauls— Talse Billing— Excursion 
 and Commutation Bates — Passes. 
 
 It shall be unlawfful for any common carrier — 
 
 (a.) To charge or receive any greater compensation, in the 
 aggregate, for the conveyance of passengers or property of the 
 same class for a shorter than for a longer distance over the same 
 line in the same direction, the shorter being included within the 
 longer distance; or, unless specially authorized by the Commis- 
 sion, to charge any greater compensation as a through rate than 
 the aggregate of the intermediate rates, but this shall not be con- 
 strued as authorizing any common carrier to charge and receive 
 as great a compensation for a shorter as for a longer distance: 
 Provided, however, That nothing in this section contained shall 
 prohibit common carriers from establishing reasoniable zone 
 systems of charges. 
 
 (b.) To knowingly assist, sufifer, or permit any person or 
 corporation to obtain transportation for any passengers or prop- 
 erty between points within this Commonwealth at less than the 
 rates established by such common carrier, or by order of the 
 Commission, by means of false billing, false classification, false 
 weight or weighing, or false report of weight, or by any other 
 means or device whatsoever. 
 
 Any common carrier may, however, issue at special rates of 
 fare, excursion and commutation tickets; but, before any com- 
 mon carrier may issue any such excursion or commutation tickets, 
 it shall file with the Commission and shall post, in the same man- 
 ner as required by this act in the case of other rates or charges, 
 copies of the tariffs or schedules of the rates, fares, or charges 
 on which such tickets are to be based and issued ; and any com- 
 mon carrier may grant free passes, or passes at a discount, to 
 any officer or employee of such carrier. Nothing in this act 
 shall be construed to prevent telephone, telegraph, express or 
 railroad corporations from entering into contracts with each 
 other for the exchange of service at free or reduced rates, which 
 contracts however shall be filed with the Commission.'"** 
 
 (30**) Sec. 9, Art. Ill, Act of July 26, 1913, P. h- 1374- See Sees. 2082-3, 
 2100, 2109-10, 21 12, 213s, 2137, 2144-S, 2153. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 44I 
 
 2112. Charges of Telegraph and Telephone Companies for Short and 
 Long Distance Transmissions. 
 
 It shall be unlawful for any telephone or telegraph corporation 
 or person or persons engaged in like business, to charge or re- 
 ceive any greater compensation, in the aggregate, for the trans- 
 mission of any message or conversation for a shorter than for a 
 longer distance over the same line or route, in the same direction, 
 the shorter being included within the longer distance ; or, unless 
 specially authorized by the commission, to charge any greater 
 compensation as a through rate than the aggregate of the inter- 
 mediate rates; but this shall not be construed as authorizing 
 any such telephone or telegraph corporation, person or persons 
 engaged in like business, to charge and receive as great a com- 
 pensation for a shorter as for a longer distance. Upon applica- 
 tion, the Commission may in special cases, after investigation, 
 authorize such telephone or telegraph corporation, or person or 
 persons engaged in like business, to charge less for a longer 
 than for a shorter distance, but the order must specify and de- 
 scribe the extent to which relief from the operation of this section 
 is given: Provided, That nothing in this section contained shall 
 prohibit telephone or telegraph corporations from establishing 
 reasonable zone systems of charges.'^ 
 
 2113. Contracts Between Public Service Corporations and Munici- 
 palities. 
 
 No contract or agreement between any public service company 
 and any municipal corporation shall be valid unless approved 
 by the Commission : Provided, That, upon notice to the local 
 authorities concerned, any public service company may apply to 
 the Commission, before the consent of the local authorities has 
 been obtained, for a declaration by the Commission of the terms 
 and conditions upon which it will grant its approval of such con- 
 tract or agreement, if at all.^^* 
 
 2114. Preservation of Corporate Bights Heretofore Granted. 
 
 Every public service company shall be entitled to the full en- 
 joyment and exercise of all and every the rights, powers, and 
 privileges which it lawfully possesses or might possess, at the 
 
 (31) Sec. 10, Art. Ill, Act of July 26, 1913, P. L. I374- See Sees. 2082-3, 
 2100, 2109-2111, 2I3S, ;2I37, 2144-5. 2153. 
 
 (31*) Sec. II, Art. Ill, Act of July 26, 1913, P. L. I374- See Sec. 2085. 
 29 
 
442 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 time of the passage of this act, except as herein otherwise ex- 
 pressly provided. 
 
 The several duties, rights, powers, and limitations of rights 
 and powers of public service companies, as enumerated in article 
 two and this article three, respectively, or contained in any of the 
 provisions of this act ; or the performance, exercise, or enforce- 
 ment thereof by, or in favor of, or against, any public service 
 company, shall in every proper case, be subject to section twelve 
 of article sixteen, sections one and four of article seventeen of 
 the Constitution of the Commonwealth, and to any other appli- 
 cable provisions of the Constitution of the Commonwealth or of 
 the United States." 
 
 2115. Public Service Commission Constituted. 
 
 For the purpose of regulating public service companies and of 
 carrying out the provisions of this act, an administrative body 
 or commission is hereby established, to be known as the Public 
 Service Commission of the Commonwealth of Pennsylvania; 
 and in that name it shall issue its orders and certificates, and may 
 become or be made a party to legal proceedings. It shall have 
 an official seal which shall be prepared and furnished by the 
 Secretary of the Commonwealth, with the words "The Public 
 Service Commission of the Commonwealth of Pennsylvania," 
 and such other design as the Commission may prescribe, en- 
 graved thereon, by which seal it shall authenticate its proceedings, 
 and of which seal the courts shall take judicial notice.'^ 
 
 2116. Membership— Terms of Commissioners— Chairman. 
 
 This Commission shall consist of seven members, who shall 
 be appointed by the Governor, by and with the advice and consent 
 of the Senate. Each Commissioner at the time of his appoint- 
 ment and qualification shall be a resident of the Commonwealth 
 of Pennsylvania, and shall have been a qualified elector therein 
 for a period of at least one year next preceding his appointment, 
 and shall also be not less than thirty years of age. 
 
 The Commissioners first appointed under this act shall con- 
 tinue in office for the terms of four, five, six, seven, eight, nine, 
 and ten years respectively, from the first day of July, Anno 
 Domini one thousand nine hundred and thirteen, and until their 
 
 (32) Sec. 12, Art. Ill, Act of July 26, 1913, P. L. 1374. 
 
 (33) Sec. I, Art. IV, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 443 
 
 respective successors shall be duly appointed and shall have 
 qualified, but their successors shall each be appointed for a term 
 of ten years. 
 
 A member of said Commission designated by the Governor 
 shall during his term of office be the chairman of the Commmis- 
 sion. The chairman shall, when present, preside at all meetings, 
 and in his absence the member whose term shall first expire shall 
 preside.^* 
 
 2117. Vacancies — Quorum. 
 
 When a vacancy shall occur in the office of any Commissioner, 
 a commissioner shall, in the manner aforesaid, be appointed for 
 the residue of the term. If the Senate shall not be in session 
 when this act is approved, or when any vacancy occurs, the 
 original appointments, or any appointment made by the Gover- 
 nor to fill a vacancy, shall be subject to the approval of the 
 Senate when convened. 
 
 A quorum of the Commission shall be four members, who, 
 for all purposes, including the making of any order, or the rati- 
 fication of any act done or order made by one or more of the 
 Commissioners, must act unanimously. 
 
 No vacancy in the Commission shall impair the right of a 
 quorum of the Commissioners to exercise all the rights and per- 
 form all the duties of the Commission.^" 
 
 2118. Any One Commissioner May Iilake Investigations— Confirma- 
 tion of Orders Made Thereby. 
 
 Any investigation, inquiry, or hearing which the Commission 
 has power to undertake or hold may be undertaken or held by 
 or before any one of the Commissioners, upon condition, how- 
 ever, that such Commissioner shall have been authorized by the 
 Commission to undertake or hold such investigation, inquiry, 
 or hearing. All investigations, inquiries, or hearings, before or 
 by any such Commissioner, shall be, and be deemed to be, the 
 investigations, inquiries, and hearings of the Commission. Any 
 determination, ruling, or order of a Commissioner, upon any such 
 investigation, inquiry, or hearing undertaken or held by him, 
 shall not become and be effective until approved and con- 
 firmed by at least a quorum of the Commission and ordered to 
 
 (34) Sec. 2, Art. IV, Act of July 26, 1913, P. L. 1374- 
 
 (35) Sec. 3, Art. IV, Act of July 26, 1913, P. L. i374- 
 
444 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 be filed in its office. Upon such confirmation and order, such de- 
 termination, ruling, or order shall be the determination, ruling, or 
 order of the Commission.^' 
 
 2119. Appointment, Term and Duties of Secretary. 
 
 The Commission shall have a secretary, to be appointed by it, 
 and to hold office at its pleasure. It shall be the duty of the 
 secretary to keep a full and true record of all the proceedings 
 of the Commission, and of all determinations, rulings, and orders 
 made by the Commission or by any of the Commissioners, and 
 of the approval and confirmation by the Commission of deter- 
 minations, rulings, or orders made by individual members there- 
 of. 
 
 The secretary shall be the custodian of the records of the Com- 
 mission, and file and preserve at its general office all books, maps, 
 profiles, tariffs, schedules, reports, and documents, and papers 
 whatsoever, filed with it or entrusted to its care, and shall be 
 responsible to the Commission for the same. 
 
 Under the direction of the Commission the secretary shall be 
 its chief executive officer, have general charge of its general 
 office, superintend its clerical business, conduct its correspon- 
 dence, give notice of all determinations, rulings and orders of 
 the Commission, prepare for service such papers and notices 
 as may be required of him by the Commission, and perform such 
 other duties as the Commission may prescribe. He shall have 
 power and authority to administer oaths, in all parts of the 
 Commonwealth, in all proceedings by or before the Commission 
 or any Commissioner and in all cases or matters appertaining to 
 the duties of his office. 
 
 The secretary shall have power to designate, from time to 
 time, one of the clerks appointed by the Commission to perform 
 the duties of the secretary during his absence, and the clerk so 
 appointed shall possess, for the time designated, the powers of 
 the secretary of the Commission. 
 
 The secretary shall be the disbursing officer of the Commis- 
 sion, subject to the approval of the Commission, with respect to 
 both requisitions and expenditures, and before entering upon the 
 duties of his office he shall file in the office of the Secretary 
 of the Commonwealth a bond to the Commonwealth, with cor- 
 porate security in the sum of ten thousand dollars, to be ap- 
 
 (36) Sec. 4. Art. IV, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 445 
 
 proved by the Governor, conditioned for the faithful perform- 
 ance of his official duties.^' 
 
 2120. Counsel of the Commission. 
 
 The Attorney General shall ex officio be the general counsel of 
 the Commission. He shall appoint two attorneys, who shall be 
 learned in the law, as counsel and assistant counsel, respectively, 
 for the Commission. The said counsel or assistant counsel shall 
 attend the hearings before the Commission or a Commissioner, 
 conduct the examination of witnesses when requested so to do 
 by the Commission or a Commissioner, represent the Commission 
 upon appeals and other hearings in the Courts of Common Pleas 
 and in the Superior and Supreme Courts, or other courts of the 
 Commonwealth of Pennsylvania, or in any Federal court, and 
 in actions instituted to recover penalties and to enforce orders of 
 the Commission. Said counsel and assistant counsel shall also 
 assist the Attorney General in conducting all mandamus, in- 
 junction, and quo warranto proceedings, at law or in equity, 
 instituted by him for the enforcement of the determinations, 
 rulings, and orders of the Commission, and shall perform such 
 other professional duties as may be required of them, or either of 
 them, by the Commission.'' 
 
 2121. Marshal. 
 
 The Commission shall appoint a marshal, to serve during its 
 pleasure. He shall attend the hearings of the Commission, pre- 
 serve order thereat ; superintend the serving of subpoenas, orders 
 of the Commission, and such other papers as the Commission 
 may direct; make such reports and perform such other duties 
 as may be prescribed by the Commission.'* 
 
 2122. Investigator of Accidents. 
 
 The Commission shall appoint an investigator of accidents, 
 whose duty it shall be to have charge of the investigation of — 
 and to investigate, subject to the orders and directions of the 
 Commission — the cause of any accident in or about, or in con- 
 nection with, the operation of the property, facilities, or service 
 of any public service company, wherein any person shall have 
 been killed or injured, or property shall have been destroyed 
 
 (37) Sec. S, Art. IV, Act of July 26, 1913, P. L. i374- 
 
 (38) Sec. 6, Art. IV, Act of July 26, 1913, P. L. I374- 
 
 (39) Sec. 7, Art. IV, Act of July 26, 1913, P. h- i374- 
 
446 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 or injured, which may be assigned to him for investigation by 
 the Commission, or of the happening of which he may by due 
 diligence obtain knowledge, and to make full and complete report 
 thereon to the Commission; and also to report to the Commis- 
 sion whether any public service company has failed to perform 
 the duties prescribed by article two, section one (X), of this act, 
 with relation to accidents of the happening of which, in the 
 exercise of due diligence, he may obtain knowledge; and also 
 to collate and tabulate all data, statistics, and other pertinent 
 information for the use of the Commission, obtained by him as 
 the result of such investigations; and to make an annual report 
 of such investigations to the Commission, with recommendations 
 as to the means or methods whereby such accidents may be 
 averted; and to perform all such other duties concerning said 
 accidents as to the Commission may seem advisable for the pro- 
 motion of the safety of patrons and employees of public service 
 companies and of the safety and welfare of the public. Such 
 reports, statistics, data, or information shall not be open for 
 public inspection, except by order of the Commission, and shall 
 not be admitted in evidence for any purpose in any suit for dam- 
 ages growing out of any matter or thing mentioned therein.*" 
 
 2123. Employes. 
 
 The Commission shall have power to employ during its pleas- 
 ure, and at such rates of compensation as it may determine, such 
 officers, experts, engineers, statisticians, accountants, inspectors, 
 clerks, and employees as it may deem necessary to carry out the 
 provisions of this act, or to perform the duties and exercise the 
 powers conferred upon the Commission.*'^ 
 
 2124. Compensation of Commissioners and Officers — Expenses. 
 Each of the Commissioners shall receive an annual salary of 
 
 ten thousand dollars, except the chairman who shall receive 
 an annual salary of ten thousand five hundred dollars. 
 
 The secretary shall receive an annual salary of five thousand 
 dollars. 
 
 The counsel for the Commission shall receive an annual salary 
 of seven thousand five hundred dollars. 
 
 The assistant counsel for the Commission shall receive an an- 
 nual salary of five thousand dollars. 
 
 (40) Sec. 8, Art. IV, Act of July 26, 1913, P. L. 1374. 
 
 (41) Sec. 9, Art. IV, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 447 
 
 The marshal shall receive an annual salary of two thousand 
 dollars. 
 
 The investigator of accidents shall receive an annual salary of 
 five thousand dollars. 
 
 The salaries hereinbefore mentioned, and the salaries of all 
 other officers, agents, appointees, and employees of the Com- 
 mission, shall be payable monthly. 
 
 Each member of the Commission, its secretary, attorneys, 
 marshal, and investigator of accidents, and other officers, agents, 
 employees, and appointees, shall be paid, in addition to their stip- 
 ulated salary or compensation, the railroad fare, board, lodging, 
 and other traveling expenses necessarily and actually incurred 
 by each of them in the performance of the duties required by 
 this act, or performed by direction of the Commission.*^ 
 
 2125. Fayment of Salaries — Other Disbursements. , 
 
 The salaries, when properly certified by the secretary of the 
 Commission, shall be audited by the Auditor General, and when 
 audited and allowed shall be paid out of moneys specifically ap- 
 propriated for that purpose, by warrants drawn therefor by the 
 Auditor General upon the State Treasurer. 
 
 All disbursements of such a nature as to make it impracticable 
 for the Commission to file with the Auditor General itemized 
 receipts or vouchers prior to the advance by the accounting 
 officers of funds sufficient to meet such expenses shall be paid out 
 of money specifically appropriated for that purpose, in the man- 
 ner provided by an act, entitled "An act prescribing the method 
 for disbursing and accounting for certain appropriations to the 
 departments, bureaus, commissions, and other branches of the 
 State Government," approved April twenty-third, Anno Domini 
 one thousand nine hundred and nine. 
 
 The moneys necessary to carry this act into effect shall be ap- 
 propriated to the Commission biennially, as an item in the gen- 
 eral appropriation bill.*' 
 
 2126. Qualifications of Commissioners. 
 
 No person shall be appointed a member of the Commission, or 
 hold any place, position, or office under it, who occupies any 
 official relation to any public service company doing business in 
 
 (42) Sec. 10, Art. IV, Act of July 26, 1913, P. L. 1374- 
 
 (43) Sec. II, Art. IV, Act of July 26, 1913, P. L. I374- 
 
448 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 this Commonwealth, or who holds any other appointive or elec- 
 tive office of the Commonwealth or any municipality thereof. 
 No Commissioner shall during his term be a candidate for any 
 such office. 
 
 No Commissioner, and no employee, appointee, or official en- 
 gaged in the service of, or in any manner connected with, said 
 Commission, shall hold any office or position, or be engaged in 
 any business, employment or vocation, the duties of which are 
 incompatible with the duties of his office or employment as Com- 
 missioner, or in the service or in connection with the work of 
 the Commission. No Commissioner shall participate in any 
 hearing or proceeding in which he has any direct or indirect 
 pecuniary interest. Every Commissioner, the said secretary, 
 attorneys, marshal, and investigator of accidents, and every indi- 
 vidual employed or appointed to office under, in the service of, 
 or in connection with the work of, the Commission, is hereby for- 
 bidden to solicit, suggest, request, or recommend, directly or in- 
 directly, to any public service company, or to any officer, attorney, 
 agent, or employee thereof, the appointment of any individual to 
 any office, place, or position in, or the employment of any in- 
 dividual in any capacity by, said public service company." 
 
 2127. Bribery of Commissioners or Employes. 
 
 Every public service company, and every officer, attorney, 
 agent, or employee thereof, is hereby forbidden to offer to any 
 Commissioner, the said secretary, attorneys, marshal, or investi- 
 gator of accidents, or to any person appointed or employed by 
 the Commission, any office, place, appointment, or position; or 
 to offer to give any Commissioner, the said secretary, attorneys, 
 marshall, or investigator of accidents, or to any person employed 
 in the service of the Commission or in connection with the work 
 of the Commission, any free pass or transportation, or any re- 
 duction in fares to which the public generally is not entitled, or 
 any free carriage of property, or any present, gift, or gratuity, 
 money or valuable thing of any kind.*" 
 
 2128. Bemoval of Officers or Employes. 
 
 If the secretary, marshal, or investigator of accidents, or any 
 person employed or appointed in the service of the Commission, 
 
 (44) Sec. 12, Art. IV, Act of July 26, 1913, P. L. 1374. 
 
 (45) Sec. 13, Art. IV, Act of July 26, 1913, P. L,. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 449 
 
 shall violate any provision of this act, the Commission shall forth- 
 with remove him from the office or employment held by him.*° 
 
 2129. Removal of Commissioners. 
 
 The Governor, by and with the consent of the Senate, may re- 
 move any Commissioner, or any of the counsel to the Commis- 
 sion, for inefficiency, neglect of duty, or misconduct in office, 
 giving him a copy of the charges against him, and affording him 
 an opportunity to be publicly heard, in person or by counsel, in 
 his own defense, upon not less than ten days' notice. If such 
 Commissioner shall be removed, the Governor shall file in the 
 office of the Secretary of the Commonwealth a complete state- 
 ment of all charges made against such Commissioner, and his 
 findings thereon, together with a complete record of the pro- 
 ceedings.*' 
 
 2130. Oath of Office of Commissioners and Officers. 
 
 Each Commissioner, the said secretary, attorneys, marshal, 
 and investigator of accidents, shall qualify, before entering upon 
 the duties of their respective offices or appointments, by taking 
 and subscribing before the Secretary of the Commonwealth the 
 oath prescribed by article seven of the Constitution of the Com- 
 monwealth.** 
 
 2131. Offices. 
 
 The principal office of the Commission shall be in the 
 city of Harrisburg, in such rooms in the capitol building or 
 other public building as may be designated by the Board of 
 Commissioners of Public Grounds and Buildings.'"' 
 
 2132. Meetings of Commissioners. 
 
 The Commission, or a quorum thereof, shall hold stated meet- 
 ings at least twice a month during the year, at its principal office, 
 and may hold meetings at any time and at any place within this 
 Commonwealth.'" 
 
 2133. Supplies— Printing and Binding. 
 
 The Board of Commissioners of Public Grounds and Buildings 
 shall, upon requisition of the secretary of the Commission, fur- 
 
 (46) Sec. 14, Art. IV, Act of July 26, 1913, P. L. 1374. 
 
 (47) Sec. IS, Art. IV, Act of July 26, 1913, P. L. I374- 
 
 (48) Sec. 16, Art. IV, Act of July 26, 1913, P. L. 1374. 
 
 (49) Sec. 17, Art. IV, Act of July 26, 1913, P. L. i374- 
 (so) Sec. 18, Art. IV, Act of July 26, 1913, P. L,. 1374. 
 
450 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 nish the Commission with such books, stationery, furniture, and 
 supplies as may be needed properly to conduct the affairs of the 
 Commission. 
 
 The printing and binding necessary for the proper perform- 
 ance of the duties of the Commission, or the proper preservation 
 of books, documents, and papers filed with the Commission, shall 
 be done by the state printer, upon the order of the Superintendent 
 of Public Printing and Binding, upon requisition of the secretary 
 of the Commission.^^ 
 
 2134. Office Hours. 
 
 The principal office of the Commission at Harrisburg shall be 
 open for business, between the hours of nine ante meridian and 
 five post meridian, every business day in the year, and one or 
 more responsible persons, to be designated by the Commission, 
 or by the secretary under the direction of the Commission, shall 
 be on duty at all times, in immediate charge thereof."'' 
 
 2135. Powers of Commissioners— Begulation of Bates, Fares, and 
 Tolls— Bepairs— Transfers— Koutings of Street Ballways— 
 Distribution of Cars — Plants and Equipment — Issue of Stock 
 and Securities — Quantity and Quality of Water, etc. 
 
 The Commission shall have general administrative power 
 and authority, as provided in this act, to supervise and regulate 
 all public service companies doing business within this Com- 
 monwealth. 
 
 Said power and authority shall include the power to inquire 
 into and regulate the service, rates, fares, tolls, or charges of any 
 and all public service companies, including individual and joint 
 rates; the charges for long and short transmission of messages 
 and conversations by telegraph and telephone companies ; the 
 making of repairs, alterations, and improvements in and to 
 such service as shall be reasonably necessary for the accommo- 
 dation or safety of its patrons, employees, and the public; the 
 granting of transfers to or from one part of the system of the 
 same common carrier to another part ; the routing of the lines 
 of street railways, under the provisions of the act, etitled "An 
 act authorizing traction or motor power companies, and street 
 passenger railway companies, owning, leasing, controlling, or 
 
 (51) Sec. 19, Art. IV, Act of July 26, 1913, P. L. 1374. 
 
 (52) Sec. 20, Art. IV, Act of July 26, 1913, P. L,. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 451 
 
 operating different lines of street railways, to operate all of said 
 lines as a general system, and to lay out such new routes or cir- 
 cuits over the whole or any part of any street or streets occupied 
 by such different companies, and to run cars thereon for such dis- 
 tances and in such directions as will, in the opinion of the operat- 
 ing company, best accommodate public travel," approved the 
 fifteenth day of May, Anno Domini one thousand eight hundred 
 and ninety-five (Pamphlet laws, sixty-five), or otherwise; the 
 just and equitable distribution of trains, cars, vehicles, and motive 
 power, or other facilities, of all common carriers; the granting, 
 construction, operation, or discontinuance of switches, sidings and 
 crossings ; the construction, operation, or discontinuance of 
 switch connections with or between lines of railroad corporations ; 
 the location or abolition of freight and passenger startions, 
 wharves, docks or piers; the use and compensation for cars 
 owned or controlled by persons other than the carrier ; the safety, 
 adequacy, and sufificiency of the facilities, plant, and equipment 
 for the carrying on of their business by said public service com- 
 panies ; the quantity or quality of water, gas, electricity, or light, 
 heat or power, supplied ; and, as specifically provided in this act, 
 the issuing of stocks, trust certificates, bonds, notes, or other 
 evidences of indebtedness or other securities by public service 
 companies."' 
 
 2136. When Service Inadequate, to Determine What Service Shall 
 Be Bendered. 
 
 Whenever the Commission shall determine, after hearing, had 
 upon its own motion, or upon complaint, as hereinafter provided, 
 that the service, facilities, rules, regulations, practices, or classi- 
 fications of any public service company, in respect to, or in con- 
 nection with, or employed by, or in the performance of, its public 
 duties within this Commonwealth, are unsafe, inadequate, insuffi- 
 cient, unjust, or unreasonable, the Commission shall determine, 
 and specify by an order in writing to be made and filed as here- 
 inafter provided, and to be served as hereinafter provided upon 
 every public service company to be affected thereby, the just, 
 reasonable, safe, adequate, and sufficient service, facilities, rules, 
 regulations or practices thereafter to be put in force, observed, 
 
 (S3) Sec. I, Art. V, Act of July 26, 1913, P. L. 1374. As to rates see 
 Sees. 2082-3, 2100, 2iog-2ii2, 2137, 2144-S, 2153; as to issue of stocks, etc., 
 see Sees. 2106, 2108, 2151, 2158, 2159, 2200. 
 
452 PRIVATB^ CORPORATIONS IN PENNSYI^VANIA. 
 
 rendered, used, or furnished in the performance of its public 
 duties by said public service company or companies; and there- 
 upon it shall be the duty of every public service company af- 
 fected by said order to observe and obey said order, and all and 
 every the mandates and requirements thereof.'* 
 
 2137. When Bates, Tolls or Fares are Found to be Unreasonable to 
 Prescribe Proper Bates. 
 
 Whenever the Commission shall determine, after hearing, 
 had upon its own motion, or upon complaint, that the rates, fares, 
 tolls, or charges established, demanded, exacted, charged, or col- 
 lected by any public service company or companies, for any 
 service rendered or furnished, are unjust or unreasonable or in- 
 adequate, or are unjustly discriminatory or unduly or unreason- 
 ably preferential; or that the facilities or service furnished or 
 rendered by any public service company or companies are un- 
 justly discriminatory, or unduly or unreasonably preferential; 
 in favor of or against any particular person, corporation, local- 
 ity, or any particular kind or description of traffic or service,— 
 then the Commission shall determine, and prescribe by specific 
 order, the maximum, just, due, equal, and reasonable rates, fares, 
 tolls, and charges to be thereafter established, demanded, ex- 
 acted, charged, or collected for the service to be performed; 
 and the just, due, equal, reasonable, and proper regulations and 
 practices, as affecting such rates, to be observed by the public 
 service company; and the Commission may classify such rates. 
 The said order shall be served, as hereinafter provided, upon all 
 public service companies by which such rates, fares, tolls, and 
 charges, and such regulations and practices affecting the same, 
 are thereafter to be charged and observed. The power to fix 
 maximum rates or charges shall include the power to fix joint 
 rates or charges where joint service is rendered by two or more 
 public service companies, or where other public service com- 
 panies may be interested in the rate or charge. °° 
 
 2138. Investigation of Proposed Changes of Bates, Tolls or Fares — 
 Orders Belative to Such Bates. 
 
 Whenever the Commission receives notice of any change pro- 
 posed in any tariff or schedule filed or posted under the provis- 
 
 (54) Sec. 2, Art. V, Act of July 26, 1913, P. L. 1374. 
 
 (55) Sec. 3, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2082-3, 
 2100, 2109-21 12, 213s, 2144-S, 2153. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 453 
 
 ions of this act, it shall have power, either upon complaint or 
 upon its own motion, and, if it so orders, without answer or 
 other formal pleading by the interested public service company, 
 after notice, to hold a public hearing, and make investigations as 
 to the propriety of such proposed change and of the new rate, 
 practice, or classification. After such hearing and investigation, 
 whether completed before or after such change goes into effect, 
 the Commission may make such order in reference to the new 
 rate, practice, and classification as would be proper in a proceed- 
 ing initiated after the same had become effective. At any such 
 hearing involving any proposed increase in any rate, the burden 
 of proof to show that such increased rate is just and reasonable 
 shall be upon the public service company. 
 
 The Commission shall have power, in its discretion, and for 
 good cause shown, to permit changes in the tariffs or schedules 
 filed and published, upon less than the thirty days' notice speci- 
 fied in article two, section one (g), of this act, or upon other con- 
 ditions which shall be just and reasonable. 
 
 The Commission shall also have power, in its discretion, where 
 any notice of increase in any rates, fares, tolls, or charges of a 
 public service company has been filed, to require by general 
 rule or special order that such company shall furnish to its ship- 
 pers, consumers, or other patrons a certificate or other evidence 
 of payments made by them in excess of the prior established 
 rate."® 
 
 2139. Orders for Payment of Damages Incurred Through. Collec- 
 tion of Discriminatory or I!zcessive Bates — Suits for the Col- 
 lection of Such Damages — Limitations. 
 If, after hearing, upon complaint or upon its own motion, 
 the Commission shall determine that any rates which have been 
 collected, or any acts which have been done or omitted to be 
 done, or any regulations, classifications, or practices which have 
 been enforced for, or in relation to, any service rendered after 
 this act becomes effective, by any public service company com- 
 plained of, were in violation of any order of the Commission, 
 or were unjust and unreasonable or unjustly discriminatory, or 
 unduly or unreasonably preferential ; or, in like manner, shall 
 find that the rates so collected are in excess of the rates contained 
 in the tariffs or schedules of any such public service company 
 
 (S6) Sec. 4, Art. V, Act of July 26, 1913, P. L. i374- 
 
454 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 on file or posted, and in effect and applicable at any time the 
 said service was rendered, — the Commission shall, upon petition, 
 have the power and authority to make an order for reparation, 
 awarding and directing the payment to any such complainant, 
 petitioner, within a reasonable time specified in the order, of the 
 amount of damages sustained in consequence of said unjust, 
 unreasonable, or unlawful collections, acts or commissions, regu- 
 lations, classifications or practices, of such public service com- 
 pany: Provided, That such damages have been actually sus- 
 tained by such complainant petitioner. 
 
 The Commission shall state in said order the exact amount to 
 be paid, as well as its findings upon pertinent questions of fact. 
 
 If the public service company does not comply with the afore- 
 said order for the payment of money within the time fixed there- 
 in, the person named therein, to whom such payment is directed 
 to be made, may sue therefor in any court of common pleas of 
 this Commonwealth; and said order made by the Commission 
 shall be prima facia evidence of the facts therein stated, and 
 that the amount awarded is justly due the plaintiff in such suit, 
 and the defendant public service company shall not be permitted 
 to avail itself of the defense that the service was, in fact, ren- 
 dered to the plaintiff at the rate contained in its tariffs or sched- 
 ules in force at the time payment was made and received. 
 
 No reparation, as herein provided, shall be awarded by the 
 Commission unless the complaint or petition shall have been filed 
 with it within two years from the time when the cause of action 
 accrued. A suit for the enforcement of an order directing such 
 payment shall be filed in the said court of common pleas within 
 one year from the date of the order, and not after. 
 
 No action shall be brought in any court on account of the 
 wrongs or injuries referred to in this section, unless and until 
 the Commission shall have determined that the rate, regulation, 
 classification, practice, act, or omission in question was unjust, 
 unreasonable, or unjustly discriminatory or unduly or unreason- 
 ably preferential, or in excess of the rates contained in the said 
 tariffs or schedules, and, then, only to recover such damages 
 as may have been awarded and directed to be paid by the Com- 
 mission in said order."' 
 
 (57) Sec. s, Art. V, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 455 
 
 2140. Orders Relative to Transfers, Time Schedules and Connected 
 Services of Street Bailway and Incline Plane Companies. 
 In the case of any street railway corporation or incline plane 
 corporation, the Commission may also, whenever it may deem it 
 necessary or proper, for the accommodation, convenience or 
 safety of the public, in the conveyance of passengers, after hear- 
 ing had upon its own motion or upon complaint, require such 
 street railway corporations or incline plane corporations to trans- 
 fer such passengers to or from another part of the system of the 
 said street railway corporation or incline plane corporation; 
 and, to this end and object to make proper and convenient ar- 
 rangement or adjustment of the time schedules of said street 
 railway corporation or incline plane corporation; and also to 
 make such proper and convenient adjustment of its time sched- 
 ules with those of other contigjuous or connecting street railway 
 corporations or incline plane corporations, as to the Commission 
 shall seem necessary or proper, for the accommodation, con- 
 venience, and safety of the public.'* 
 
 2141. Connections Between Bailroad and Street Bailway Lines — 
 Establishment of Through and Joint Bates — Apportionment 
 of Cost of Constructing Connections — Exception of Street 
 Bailway Companies Not Generally Engaged in Transporting 
 Freight. 
 
 The Commission shall have power to require railroad corpora- 
 tions and street railway corporations to construct and maintain 
 such switch or other connections, with or between the lines of 
 other companies of the same character, as are reasonably prac- 
 ticable, and as the Commission shall deem necessary and proper, 
 for the service, accommodation, and convenience of the public; 
 and shall also have power to establish through routes and joint 
 rates and classifications, for the conveyance of persons and prop- 
 erty between any two or more points within this Commonwealth, 
 whenever the railroad corporations concerned shall have refused 
 or neglected voluntarily to establish such through routes and 
 joint rates and classifications, and to prescribe the just terms and 
 conditions under which said through rates shall be operated: 
 Provided, That, in establishing such through route, the Commis- 
 sion shall not require any railroad company, without its consent, 
 to embrace in such route substantially less than the entire length 
 
 (S8) Sec. 6, Art. V, Act of July 26, 1913, P. L. I374- 
 
456 private; corporations in Pennsylvania. 
 
 of its railroad and of any intermediate railroad, operated in con- 
 junction and under a common management or control therewith, 
 which lies between the termini of such proposed through route, 
 unless to do so would make such through route unreasonably long 
 as compared with another practicable through route which would 
 otherwise be established. 
 
 The Commission shall, in case of failure of the railroad cor- 
 porations or street railway corporations concerned to agree among 
 themselves upon the division of the cost of construction, mainte- 
 nance, and operation of the connections thus provided for, or 
 the allowance to be made for the interchange of service, or the 
 apportionment of any joint rates, ascertain, and by order pre- 
 scribe and fix, the equitable and just apportionment and division 
 of the same. 
 
 Nothing in this section shall give the commission power over 
 street railway corporations engaged in the business of carrying 
 passengers, but not engaged in the general business of transport- 
 ing freight, and which do not generally solicit the transportation 
 of freight as a main branch of their business.^" 
 
 2142. Connection of Lines of Telegraph Companies. 
 
 In the case of a telegraph corporation, or person engaged in 
 the public telegraph business, the Commission may also, when- 
 ever it may determine it to be necessary or proper for the ac- 
 commodation or convenience of the public so to do, after hearing 
 had upon its own motion or upon complaint, require any such 
 telegraph corporation or person to permit any other such tele- 
 graph corporation, or person engaged in the public telegraph 
 business, to connect its or his lines of telegraph with the lines of 
 telegraph of such first-named telegraph corporation or person; 
 and interchangeably to receive dispatches from and for each 
 other, and from and for any individual or individuals; and, on 
 payment of its or his usual charges to individuals for transmit- 
 ting dispatches, as established by the rates and regulations of 
 such telegraph corporation or person, or by the Commission as 
 hereinafter provided, to transmit such dispatches with impar- 
 tiality and good faith.'" 
 
 2143. Connection of Lines of Telephone Companies — Joint Bates. 
 Whenever the Commission shall find that there are any two or 
 
 (59) Sec. 7, Art. V, Act of July 26, 1913, P. L. 1374- 
 
 (60) Sec. 8, Art. V, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYI^VANIA. 457 
 
 more telephone companies whose lines form a continuous line of 
 communication, or could be made to do so by the construction and 
 maintenance of suitable connections between the several lines at 
 common points, for the transmission of conversations between 
 different localities which are not reached by the lines of either 
 company alone, and that such connections and facilities for the 
 through transmission of conversations, jointly, over the several 
 lines, can reasonably be made, and an efficient service can be ob- 
 tained without injustice to either company, and without substan- 
 tial impairment or detriment to the service to be rendered by 
 either company, and that a public necessity exists therefor; or 
 shall find that any two or more telephone companies have failed 
 to establish just and reasonable joint rates or charges for through 
 service, by or over their several lines so connected, and that such 
 joint rates or charges ought to be established, in order to supply 
 a through traffic and communication between different localities 
 not otherwise provided for, or proffered by the companies in 
 question, or either of them, — the Commission may by its order 
 require that such connection be made and facilities supplied, and 
 that through conversations be transmitted thereby; and may pre- 
 scribe the through line and joint rates and charges to be made 
 and to be used and in force in the future; and shall appoint or 
 approve necessary and proper conditions, rules, and regulations 
 for the joint through traffic, and an equitable apportionment be- 
 tween the several companies of the costs and revenues in connec- 
 tion therewith, and the Commission may fix the same by its 
 order, to be duly served upon the company or companies af- 
 fected." 
 
 2144. Division of Joint Rates Between Any Two Public Service 
 Companies. 
 Where the public service companies entitled to share in any 
 joint rate or charge shall be unable to agree upon the division 
 thereof, or shall make any unjust, unreasonable, or unduly dis- 
 criminatory or preferential division or apportionment thereof, 
 the Commission may, after hearing, upon its own motion or 
 upon complaint, fix the proportion to which every such public 
 service company shall be entitled.®^ 
 
 (61) Sec. 9, Art. V, Act of July 26, 1913, P. L. I374- 
 
 (62) Sec. 10, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2082-3, 
 2100, 2109, 21 12, 213s, 2137, 214s, 2153. 
 
 30 
 
4S8 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 2145. Investigation of Interstate Traffic Bates— Petition to Inter- 
 
 state Commerce Commission. 
 
 The Commission may investigate the rates or interstate traffic 
 facilities or service of common carriers within this Common- 
 wealth, and when such rates, facilities, or service are, in the de- 
 termination of the Commission, unjust, unreasonable, or unjustly 
 discriminatory, or unduly or unreasonably preferential, or in vio- 
 lation of the interstate commerce law, or in conflict with the rul- 
 ings, orders, or regulations of the Interstate Commerce Commis- 
 sion, the Commission may apply by petition to the said Interstate 
 Commerce Commission for relief, or may present to the said 
 Interstate Commerce Commission all facts coming to its knowl- 
 edge as to the violation of the rules, orders, or regulations of 
 that Commission, or as to the violation of the interstate commerce 
 law." 
 
 2146. Crossings of Bailroad and Street Bailway Tracks — Beloca- 
 
 tion of Crossings. 
 Except in cases in which grade crossings are in process of abol- 
 ition at the time of the passage of this act, under agreement or 
 contract with a municipality, as set forth in the proviso of sec- 
 tion five of article three of this act, the Commission shall have 
 exclusive power to determine, order and prescribe, in accordance 
 with plans and specifications to be approved by it, the just and 
 reasonable manner, including the particular point of crossing, in 
 which the tracks or other facilities of any public service com- 
 pany may be constructed across the tracks or other facilities of 
 any other public service company at grade, or above or below 
 grade, or at the same or diflferent levels; or in which the tracks 
 or other facilities of any railroad corporation or street railway 
 corporation may be constructed across the tracks or other facil- 
 ities of any other railroad corporation or street railway corpora- 
 tion, or across any public highway, at grade, or above or below 
 grade ; or in which any public highway may be constructed across 
 the tracks or other facilities of any railroad corporation or street 
 railway corporation at grade, or above or below grade; and to 
 determine, order and prescribe the terms and conditions of instal- 
 lation and operation, maintenance and protection, of all such 
 
 (63) Sec. II, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2082-3, 
 2100, 2109-21 12, 213s, 2137, 2144, 2153. 
 
PRIVATB CORPORATIONS IN PgNNSYLVANIA. 459 
 
 crossings which may now or hereafter be constructed, including 
 the stationing of watchman thereat, or the installation and regula- 
 tion of lights, block or other system of signaling, safety appliances, 
 devices, or such other means or instrumentalities as may to the 
 Commission appear reasonable and necessary, — to the end, intent, 
 and purpose that accidents may be prevented and the safety of 
 the public promoted. No such crossing shall be constructed with- 
 out the approval of the Commission, evidenced by its "Certifi- 
 cate of Public Convenience," as provided in section five of article 
 three of this act ; but in no case shall the approval or consent of 
 any court, board, or other commission or officer, or of any 
 municipality, be necessary therefor. It shall be proper, how- 
 ever, for the Commission, by general rule or order, whenever the 
 same can be properly regulated by suitable general rule, to pre- 
 scribe the terms and conditions under which such crossing may be 
 constructed, operated, maintained, or protected, without the par- 
 ticular approval of the Commission. 
 
 The Commission shall also have exclusive power, upon its own 
 motion or upon complaint, and after hearing as hereinafter pro- 
 vided (of which all the parties in interest, including the owners 
 of adjacent property, shall have due notice), to order any cross- 
 ing aforesaid, now existing or hereafter constructed at grade, or 
 at the same or different levels, to be relocated or altered, or to 
 be abolished, according to plans and specifications to be ap- 
 proved, and upon just and reasonable terms and conditions to be 
 prescribed, by the Commission.** 
 
 2147. Compensation for Damages Besulting From Construction of 
 Crossings — Changes Bequired by Construction of Crossings 
 in the Pipes, Wires, Etc., of Other Public Service Com- 
 panies. 
 
 The compensation for damages which the owners of adjacent 
 property, taken, injured, or destroyed, may sustain in the con- 
 struction, relocation, alteration, or abolition of any such cross- 
 ing specified in this section (for which compensation the said 
 owners are hereby invested with warrant of authority, upon ap- 
 peal from the determination of the Commission, to sue the Com- 
 monwealth), shall, after due notice and hearing, be ascertained 
 
 (64) Sec. 12, Art. V, Act of July 26, 1913, P. L. i374- See Sees. 2095, 
 2107, 2147-2149. 
 
460 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 and determined by the Commission; and such compensation, as 
 well as the expense of the said construction, relocation, alteration, 
 or abolition of any such crossing, shall be borne and paid, as 
 hereinafter provided, by the public service company or companies 
 or municipal corporations concerned, or by the Commonwealth, 
 either severally or in such proper proportions as the Commis- 
 sion may, after due notice and hearing, in due course, determine, 
 unless the said proportions are mutually agreed upon and paid 
 by those interested as aforesaid. 
 
 In prescribing the terms and conditions, upon which any such 
 crossing may be constructed or relocated, or altered or abolished, 
 and the proportionate contributions to the expense thereof, in- 
 cluding the damages or compensation to the owners of adjacent 
 property, as aforesaid, the Commission may, among other things, 
 take into consideration the relative importance to the public of 
 the services rendered by the public service companies concerned, 
 as well as the priority of location: Provided, That where any 
 portion of the cost and expense thereof shall have been or shall 
 be borne in the future by the Commonwealth or any municipal 
 corporation, such portion shall not be taken into account by the 
 Commission in fixing any valuation, for any purpose, under any 
 of the provisions of this act : And provided further, That where 
 the order of the Commission shall, as part of the regulation of 
 the construction, relocation, alteration, or abolition of any cross- 
 ing aforesaid, require, as incidental thereto, a relocation, changes 
 in or the removal of any adjacent structures, equipment or other 
 facilities of any telegraph, telephone, gas, electric light, water- 
 power, water pipe-line, or other public service company, said 
 company shall, at its own expense, relocate, change, or remove 
 such structures, equipment, or other facilities, in conformity with 
 the order of the Commission ; and, in default of compliance with 
 such order, the Commission shall cause the work and materials 
 to be done and furnished in accordance with the said order, and 
 may recover the cost and expense thereof from the said public 
 service company."* 
 
 2148. Crossings Involving Public Highways or Streets — When. 
 Commission to Contract for Construction of the Same. 
 Before the Commission shall make any final order relative to 
 
 (6s) Sec. 12, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2095, 
 2107, 2146, 2148, 2149. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 461 
 
 the construction, relocation, alteration, or abolition of any cross- 
 ing involving any public highway or street, an effort shall be 
 made by the Commission to reach an agreement with the proper 
 officials of the municipal corporations concerned, determining the 
 plans and specifications governing such crossings ; and, in default 
 of such agreement, the Commission shall exercise the exclusive 
 power vested in it under this section, and shall finally determine 
 and adopt the complete plans and specifications, and locate all 
 lines and grades in said public highways and streets, and may 
 permit the public service company or companies, or the municipal 
 corporation, to do the whole or any portion of the work in ac- 
 cordance therewith ; otherwise, the Commission shall do the work 
 by contract or contracts, to be awarded, after due advertisements, 
 to the lowest responsible bidder in accordance with the said 
 plans and specifications.*^ 
 
 2149. Collection of Cost of Constructing Crossings Where Commis- 
 sion Contracts for Construction. 
 
 The said contractor shall be authorized, in the name of the 
 Commission, to collect by due process of law from the public 
 service company or companies, or the said municipal corpora- 
 tions, or from the Commonwealth, either severally or proportion- 
 ately as may be determined by the Commission, the amount which 
 may be justly due him under the terms of his said contract with 
 the Commission; and any amount so determined to be paid the 
 said contractor by the Commonwealth, as well as the amount of 
 damages or compensation determined and awarded to be paid the 
 owners of adjacent property, as aforesaid, shall in each instance 
 be paid by the State Treasurer, on a warrant drawn by the Audi- 
 tor General, upon the presentation to that officer of a statement 
 setting forth the amount determined to be paid as aforesaid, duly 
 certified by the Commission; said payments to be paid out of 
 any funds specifically appropriated for such purpose, or generally 
 appropriated for the improvement of the roads or highways of 
 the Commonwealth ; and in case of a verdict and judgment there- 
 on for the damages or compensation, recorded by any such adja- 
 cent property owners upon appeal, the same shall be paid out of 
 any funds appropriated as aforesaid; and any court of common 
 pleas hearing and determining said appeal is hereby authorized 
 
 (66) Sec. 12, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2095, 
 2107, 2146, 2147, 2149. 
 
462 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 and empowered to issue a writ of mandamus to said Commis- 
 sion, the Auditor General, and the State Treasurer, or any of 
 them as the case may require, for the payment of such judgment. 
 The Commission shall have the right to recover, for and on 
 behalf of the Commonwealth, by due process of law, as debts of 
 like amount are now by law recoverable, from the public service 
 company or companies, or municipal corporations, in such 
 amounts or proportions against each as may be determined by the 
 Commission, as aforesaid, the amount of the damages or com- 
 pensation awarded to the owners of adjacent property by the 
 Comm.ission, or by the court of the proper county on appeal, and 
 the amounts so recovered shall be paid into the State Treasury 
 for the improvement of the roads of the Commonwealth."^ 
 
 2150. Commission May Establish Standards of Facilities and Serv- 
 
 ice— May Bequire Repairs, Alterations and Extensions. 
 The Commission may, after hearing had upon its own motion 
 or upon complaint, establish such standards of facilities and serv- 
 ice of public service companies as shall be reasonably necessary 
 for the safety, accommodation, or convenience of its patrons, em- 
 ployes, and the public; and require, by an order to be served in 
 the manner hereinafter provided upon every public service com- 
 pany affected thereby, the facilities or service of such public 
 service companies to conform to such standards. The Commis- 
 sion shall also have power, after hearing had upon its own mo- 
 tion or upon complaint, to require public service companies to 
 make all such repairs, changes, alterations, additions, extensions, 
 and improvements, in and about their facilities and service, as 
 shall be reasonably necessary and proper for the safety, accom- 
 modation, convenience, and service of their patrons, employes, 
 and the public."' 
 
 2151. Investigation of Issues of Stock and Securities— Certification 
 
 of Findings to the Attorney General. 
 The Commission shall have power, of its own motion or upion 
 complaint, to institute any inquiry or investigation, and to de- 
 termine, upon hearing or rehearing had for that purpose, whether 
 any public service company has, after the date when this act 
 shall become effective, issued or made any increase in the issue 
 
 (67) Sec. 12, Art. V, Act of July 26, 1913, P. L,. 1374. See Sees. 2095. 
 2107, 2146-2148. 
 
 (68) Sec. 13, Art. V, Act of July 26. 1913, P- h. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 463 
 
 of any stocks, trust certificates, bonds, notes, or other evidences 
 of indebtedness or other securities, whether such bonds, notes, or 
 other evidences of indebtedness, or other securities be payable at 
 periods of more or less than twelve months, in violation of any 
 of the provisions or requirements of this act; and, if so, to de- 
 termine and find the nature and extent of such violations, and, 
 subject to the provisions for rehearing and appeal, shall certify 
 the record of such hearing and finding to the Attorney General 
 to institute, in the name of the Commonwealth, such proceedings 
 in equity or law, civil or criminal, as shall be necessary or proper 
 to enforce the provisions of this act, and to restrain and prevent 
 such public service company from consummating or continuing 
 any act or acts alleged to have been done or to be contemplated 
 in violation of the provisions or requirements of this act or of 
 the laws or Constitution of the Commonwealth."^ 
 
 2152. Establishment of a Systesa of Accounts — Access to Accounts 
 and Records of Fublic Service Corporations. 
 
 The Commission may, and shall after hearing had upon its 
 own motion or upon complaint, establish, by an order to be served 
 as hereinafter provided upon every public service company af- 
 fected thereby, a system of accounts to be used by such public 
 service companies; and may also, in its discretion, prescribe the 
 manner and form in which accounts, records, and memoranda 
 shall be kept by public service companies, including the accounts, 
 records, and memoranda of the conveyance of passengers and 
 property, and a proper and reasonable depreciation account, as 
 well as the receipts and expenditures of money. And the Com- 
 mission may classify public service companies, and prescribe 
 the system of accounts to be adopted and used by each class, and 
 may prescribe the manner and form in which such accounts shall 
 be kept, and may subdivide each class according to the volume of 
 business transacted, or otherwise. And the Commission shall 
 have power, upon application, to relieve any public service com- 
 pany from the duty of carrying a depreciation account. 
 
 The Commission may, and shall after hearing had as aforesaid, 
 prescribe the accounts in which particular outlays and receipts 
 shall be entered, charged, or credited. 
 
 (69) Sec. 14, Art. V, Act of July 26, 1913, P. L. 1374- See Sees. 2006, 
 2io8, 213s, 2158, 2159, 2200. 
 
464 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 The Commission may also, after hearing as aforesaid, require 
 that no expenditures shall be charged to any operating account 
 that should properly be charged to the capital account, or vice 
 versa; and require that all and every the receipts and expendi- 
 tures of public service companies be properly apportioned among 
 the various accounts which it may establish. 
 
 The Commission shall at all times have access to all accounts, 
 records, and memoranda kept by public service companies; and 
 may designate any of its officers or employes, who shall there- 
 upon have authority to inspect and examine any and all accounts, 
 records, and memoranda kept by such public service companies. 
 The Commission shall also have power to require the making and 
 filing with it of all reports, records, maps, documents, data, and 
 information, whenever it deems the same necessary and proper in 
 the public interest or to carry out the provisions of this act : Pro- 
 vided, That where any municipal corporation is engaged in ren- 
 dering or furnishing to the public any service of the kind or char- 
 acter rendered or furnished by public service companies, the pro- 
 visions of this section shall apply to said municipal corporation 
 with respect to such service. And provided further, That in case 
 of any public service company subject to the jurisdiction of the 
 Interstate Commerce Commission, the systems of accounts, rec- 
 ords, and memoranda prescribed by the Commission shall con- 
 form to those prescribed by the Interstate Commerce Commis- 
 sion.'" 
 
 2153. Forms of Tariffs and Schedules. 
 
 The Commission shall have power to prescribe the form of the 
 tariffs and schedules required to be filed and posted and pub- 
 lished by public service companies under this act; and the rules 
 and regulations as to the filing, posting, and publishing, and the 
 manner and places of posting and publishing thereof, in the case 
 of public service companies also subject to the Interstate Com- 
 merce Commission, shall conform as nearly as practicable to 
 those prescribed by the Interstate Commerce Commission.'* 
 
 2154. Bevision of Time Tables and Boutes— Regulation of Distri- 
 
 bution of Cars, Etc. 
 If the Commission shall find it necessary and proper to the 
 rendering of reasonably safe and adequate or sufficient service, 
 
 (70) Sec. IS, Art. V, Act of July 26, 1913, P. L. 1374. 
 
 (71) Sec. 16, Art. V, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 46^ 
 
 it may, and shall after hearing had upon its own motion or upon 
 complaint, make an order, to be served as hereinafter provided 
 upon every common carrier to be affected thereby, requiring all 
 such common carriers to revise and change the time schedules of 
 such common carriers; to alter the running time of trains, cars, 
 vehicles, or boats, or changes in the routes of street railway 
 lines or systems; or regulating or requiring the furnishing and 
 distribution of cars, trains, vehicles, boats, motive power, or other 
 facilities, without undue or unreasonable discrimination or pref- 
 erence between shippers, localities, or competitive or non-com^ 
 petitive points ; and the switching, loading, and unloading of said 
 trains, cars, vehicles, boats or other facilities; the weighing or 
 billing of cars and of property offered for shipment; or regu- 
 lating demurrage charges, track-storage charges, package-room 
 or baggage-room charges, and packages or baggage transfer rates 
 and charges ; and, generally, to make such other arrangements 
 and improvements in service and facilities as shall be just and 
 reasonable, having due regard to the needs of the public under 
 all the circumstances presented.'^ 
 
 2155. Certain Applications Made to the Commission to be Oranted 
 Only When Necessary or Proper for the Public Accommo- 
 dation or Safety. 
 
 When application shall be made to the Commission by any pro- 
 posed public service company for the approval by said Commis- 
 sion of its incorporation, or organization, or creation ; or by any 
 public service company for the approval by the Commission of 
 the renewal of its charter, or the obtaining of any additional 
 rights, powers, franchises, or privileges by any amendment or 
 supplement to its charter, or otherwise; or for permission from 
 the Commission to begin the exercise of any right, power, fran- 
 chise, or privilege ; or for the approval by the Commission of the 
 sale, assignment, transfer, lease, consolidation, or merger of any 
 of its powers, franchises, or privileges with any other corpora- 
 tion or person ; or when application shall be made to the Commis- 
 sion by any public service company for the approval by the Com- 
 mission of the purchase, acquisition, taking, or holding, either in 
 absolute ownership or in pledge or as collateral security, di- 
 rectly or indirectly, of any controlling right, title, or in- 
 
 (72) Sec. 17, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2082-83, 
 2100, 2109-2112, 2135, 2137, 2144-5, 2153. 
 
466 PRIVATE CORPORATIONS IN PgNNSYLVANIA. 
 
 terest, legal or equitable, to or in the capital stock, trust 
 certificates, bonds, or other evidences of indebtedness or 
 other securities, or other controlling right, title, or interest 
 whatsoever, in any other public service company ; or when appli- 
 cation shall be made to the Commission by any telegraph cor- 
 poration, or person or persons engaged in the public telegraph 
 business, for the approval by the Commission of the connection 
 of its or his lines of telegraph with the lines of any other such 
 telegraph corporation, or person engaged in the public telegraph 
 business; or when application shall be made to the Commission 
 by any telephone corporation, or person engaged in the public 
 telephone business, to connect, use, and interchange its or his 
 lines, facilities, and service with the lines, facilities, and service 
 of any other such telephone corporation, or person engaged in the 
 public telephone business ; and for the determination by the Com- 
 mission of the just compensation, terms, and conditions of such 
 connection, use, and interchange; or when application shall be 
 made to the Commission for the approval of the construction, al- 
 teration, relocation, or abolition of any crossing at grade, or 
 above or below grade ; or when application shall be made to the 
 Commission by any public service company for any approval 
 under any of the provisions of this act; or when application 
 shall be made to the Commission by any municipal corporation 
 for the approval required by the provisions of article three, section 
 three (d), of this act, — such approval, in each and every such 
 case, or kind of applicatio.n shall be given only if and when the 
 said Commission shall find or determine that the granting or ap- 
 proval of such application is necessary or proper for the service, 
 accommodation, convenience, or safety of the public.'' 
 
 2156. Public Hearings— Subpoenas — Notice of Hearings — Certifi- 
 cates of Public Convenience. 
 
 For the purpose of enabling the Commission to make such find- 
 ing or determination it shall hold such hearings, which shall be 
 public, and subpoena and examine such witnesses, and compel 
 the production of and examine such books, papers, contracts, or 
 other documents, and make such inquiries, physical examinations, 
 valuations, and investigations as it may deem necessary or proper, 
 in enabling it to reach a determination. Due notice of every such 
 hearing shall be given, and in every case the Commission shall 
 
 (73) Sec. i8, Art. V, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 467 
 
 make a finding or determination in writing, stating whether or 
 not its approval is given and, if given, shall issue its certificate, 
 to be known as its Certificate of Public Convenience, under its 
 seal, and file among its records a duplicate of every such cer- 
 tificate.'* 
 
 2157. Valuation of Property of Public Service Corporations. 
 
 The Commission shall have power, upon application or upon 
 its own motion, to ascertain and determine the fair value of the 
 property of every public service company in this Commonwealth, 
 and to determine any matter in connection therewith; and shall 
 exercise the said power whenever the same is required, or when- 
 ever it shall deem such valuation or determination necessary or 
 proper under any of the provisions of this act. 
 
 In ascertaining and determining such fair value, the Commis- 
 sion may determine every fact, matter, or thing which, in its 
 judgment, does or may have any bearing on such value ; and 
 may take into consideration, among other things, the original 
 cost of construction, particularly with reference to the amount 
 expended in the existing and useful permanent improvements; 
 with such consideration for the amount in market value of its 
 bonds and stocks, the probable earning capacity of the property 
 under particular rates prescribed by statute or ordinance, or other 
 municipal contract, or fixed or proposed by the Commission, and 
 for the items of expenditures for obsolete equipment and con- 
 struction, as the circumstances and the historical development 
 of the enterprise may warrant ; the reproduction costs of the 
 property, based upon the fair average price of materials, prop- 
 erty, and labor, and the developmental and going concern value 
 of such public service company; and these, and any other ele- 
 ments of value, shall be given such weight by the Commission as 
 may be just and right in each case. 
 
 (b.) The Commission shall also have power to make revalua- 
 tions of the property of any public service company, from time 
 to time, and to ascertain and determine the value of new con- 
 struction, extensions, and additions to the same. 
 
 Cc.) The Commission shall have power to establish reasonable 
 general or special rules with respect to the preparation of such 
 valuations, the forms to be followed, the inventories and state- 
 
 (74) Sec. 19, Art. V, Act of July 26, 1913, P. L. 1374- 
 
468 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ments and proofs of original cost to be made, and all other mat- 
 ters, figures, data, and information in connection therewith." 
 
 2168. Applications for Ascertainment of Certain Valuations— Cer- 
 tificates of Valuation. 
 
 When application shall be made to the Commission by any 
 public service company for the ascertainment and determination 
 of the amount paid or agreed to be paid to the Commonwealth, 
 or any political subdivision thereof, as the consideration for the 
 grant of any franchises, rights, powers, privileges, or right to 
 own or operate or enjoy any such franchises, rights, powers, or 
 privileges; or for the ascertainment and determination of the 
 aggregate values of the properties of any public service com- 
 panies consolidated or merged; or for the ascertainment and de- 
 termination of the value of the property of any public service 
 company reorganized, under the provisions of an act of Assem- 
 bly approved the eighth day of April, one thousand eight hundred 
 and sixty-one, entitled "An act concerning the sale of railroads, 
 canals, turnpikes, bridges, and plank roads," or any supplement 
 thereto or amendment thereof ; or for a certificate that the provi- 
 sions of paragraph (a) of section four of article three of this 
 act, relating to the issuing of stocks or making any increase in 
 the issue thereof by public service companies, have been com- 
 plied with; or for the ascertainment and determination of the 
 value of any property or labor, for which any bonds, notes, or 
 other evidences of indebtedness, running for more than twelve 
 months, are issued, or for the ascertainment and determination of 
 the value of any other fact, matter, or thing of which the Commis- 
 sion is authorized to ascertain and determine the value under the 
 terms of this act, — then, and in every such case, for the purpose 
 of making such ascertainment or determination of value, the 
 Commission shall hold such hearings, which shall be public, and 
 subpoena and examine such witnesses, and compel the production 
 of, and examine, such books, papers, or other documents, and 
 make such inspection, inquiries, physical examinations, valuations, 
 and investigations, as it may deem necessary or proper to enable 
 it to reach a determination. Due notice of every such public 
 hearing shall be given, and in every such case the Commission 
 shall make a finding or determination in writing, stating the 
 value ascertained by the Commission, and shall issue its certifi- 
 
 (;S) Sec. 20, Art. V, Act of July 26, 1913, P. L. 1374- 
 
PRIVATB CORPORATIONS IN PENNSYtVANIA. 469 
 
 cate, to be known as its Certificate of Valuation, under its seal, 
 and file among its papers a duplicate of every such certificate. 
 Any such findings or determinations shall be subject to the right 
 or rehearing and appeal, as hereinafter provided. 
 
 The issuing by the Commission of any Certificate of Public 
 Convenience or any Certificate of Valuation, enumerated or pro- 
 vided for in this act, or any finding, determination, or order made 
 by the Commission, refusing or granting such certificates, shall 
 not be construed to revive or validate any lapsed, terminated, in- 
 validated, or void powers, franchises, rights, or privileges ; or to 
 enlarge or add to the rights, powers, franchises, or privileges 
 contained in any charter, or in the grant of any franchises or any 
 supplement or amendment to any charter, or to waive or remit 
 any forfeiture. The issuing by the Commission of any Certifi- 
 cate of Valuation, enumerated or provided for in this act, shall 
 be deemed to certify only to the fact that said securities were 
 issued for money, labor done, or money or property actually 
 received ; and shall not be taken as requiring the Commission, in 
 any subsequent valuation of the property of any public service 
 company, for the purpose of ascertaining the amount to be paid 
 to said public service company for its property, to fix a valuation 
 which shall be sufficient to yield a return to the holders of said 
 securities; neither shall said Certificate of Valuation be deemed 
 to require the Commission, in subsequently determining the rates 
 to be charged for the service of said public service company, to 
 provide a rate which shall be sufficient to yield a return on said 
 securities.'" 
 2159. Accounting for Proceeds of Stocks and Securities. 
 
 The Commission shall have full power and authority to re- 
 quire public service companies to report or account to the Com- 
 mission for the disposition and application of the proceeds of all 
 sales or pledges of all stocks, trust certificates, bonds, notes, and 
 other evidences of indebtedness or other securities, which ac- 
 counts and reports shall be made in such form and detail as to the 
 Commission may seem advisable, and in accordance with reason- 
 able rules and regulations which may be adopted by the Commis- 
 sion." 
 
 (76) Sec. 21, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2106, 
 2108, 213s, 2151, 2159, 2200. 
 
 {,^^) See. 22, Art. V, Act of July 26, 1913, P. L. 1374. See Sees. 2106, 
 2108, 2135, 2151, 2158, 2200. 
 
470 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 2160. Commission May Enter Upon Premises, Etc., When Making 
 
 Investigations and Have Access to All Public Becords. 
 
 The Commission shall have full power and authority, either by 
 or through its members, agents, or employes, duly authorized by 
 it, whenever it shall deem it necessary or proper for the purposes 
 of determining whether it shall issue any Certificate of Public 
 Convenience or Certificate of Valuation, or for the purpose of 
 investigating the safety, adequacy, and sufficiency, or reasonable- 
 ness, of any service or rates, fares or charges, of any public serv- 
 ice company, or in carrying out any of the provisions of this 
 act, to enter upon the premises, buildings, machinery, system, 
 plant, and equipment, and make any inspection, valuation, physi- 
 cal examination, inquiry, or investigation of any and all plant 
 and equipment, facilities, property, and pertinent books, papers, 
 memoranda, documents, or effects whatsoever, of any public 
 service company, and to hold any hearing for such purposes. 
 In making such valuations or revaluations, the Commission may 
 have access to and use any books, documents, or records in the 
 possession of any department or board of the Commonwealth 
 or any political subdivision thereof." 
 
 2161. Subpoenas. 
 
 The Commission shall as a Commission, or by its individual 
 members, have the power in any part of the Commonwealth to 
 subpcena witnesses, to administer oaths, to examine witnesses, or 
 to take such testimony, or compel the production of such books, 
 papers, and documents, as it may deem necessary or proper in 
 and pertinent to any proceeding, investigation, or hearing held 
 or had by it, and to do all necessary and proper things and acts 
 in the lawful exercise of its powers or the performance of its 
 duties." 
 
 2162. Filing of Copies of Beports Made to the Interstate Commerce 
 
 Commission. 
 
 The Commission may require every public service company 
 subject to its jurisdiction to file with it a copy of its reports as 
 filed with the Interstate Commerce Commission of the United 
 States; and as to all public service companies subject to this act, 
 and not subject to the Interstate Commerce Commission, may re- 
 
 (78) Sec. 23, Art. V, Act of July 26, 1913, P. L. I374- 
 
 (79) Sec. 24, Art. V, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 47I 
 
 quire that such public service companies file reports in the form 
 prescribed by the Commission.*" 
 
 2163. Kules and Begulatlons of Commission— Suppression From 
 
 the Public of Information. 
 
 The Commision may make such rules and regulations, not in- 
 consistent with the law, as may be necessary or proper in the 
 exercise of its powers or for the performance of its duties ; and 
 whenever the Commission shall determine it to be necessary, in 
 the interests of the public, to withhold from the public any facts 
 or information obtained during the progress of any investigation, 
 such facts and information may be so withheld.'^ 
 
 2164. ITon-Enumerated Powers — Becission of Orders. 
 
 In addition to the foregoing expressly enumerated powers, the 
 Commission shall have full power and authority, and it shall be 
 its duty, to enforce, execute, and carry out, by its orders, rulings, 
 regulations, or otherwise all and singular the provisions of arti- 
 cles two and three of this act, relating, respectively, to the duties 
 and limitations, and to the creation and the powers, and limita- 
 tions of the powers, of public service companies ; and, all and 
 singular, the other provisions of this act, and the full intent 
 thereof; and shall have the power to rescind or modify any such 
 orders, rulings, or regulations. 
 
 The enumeration of the powers of the Commission, as herein 
 set forth, shall not exclude any power which the Commission 
 would otherwise have under any of the provisions of this act.'^ 
 
 2165. Provisions of Act not to be Exclusive of Other Provisions of 
 
 Law Imposing Duties and Obligations Upon Public Service 
 Corporations. 
 
 Except as herein otherwise expressly provided, none of the 
 powers or duties conferred or imposed by this act upon the Com- 
 mission, and none of the orders, regulations, rules, or certificates 
 made, or issued by the Commission, and none of the duties, 
 powers, or limitations of the powers, conferred or imposed by 
 this act upon public service companies, or the performance or 
 exercise thereof, shall be construed in anywise to abridge or 
 impair any of the obligations, duties, or liabilities of any public 
 
 (80) Sec. 25, Art. V, Act of July 26, 1913, P. L. 1374. 
 
 (81) Sec. 26, Art. V, Act of July 26, 1913, P. L. 1374. 
 
 (82) Sees. 27 and 28, Art. V, Act of July 26, 1913, P. L- 1374. 
 
472 PRIVATE CORPORATIONS IN PENNSYI^VANIA. 
 
 service company in equity or under the existing common or statu- 
 tory \aw of the Commonwealth ; but all such obligations, duties, 
 and liabilities shall be and remain as heretofore. And, except as 
 herein otherwise provided, nothing in this act contained shall in 
 any way abridge or alter the existing rights of action or rem- 
 edies in equity or under the common or statutory law of 
 the Commonwealth, it being the intention that the provisions of 
 this act shall be cumulative, and in addition to such rights of ac- 
 tion and remedies.*^ 
 
 2166. Practice Before Commission— Public Hearings— Testimony- 
 Perjury. 
 
 All hearings before the Commission or before any commission- 
 er, shall be public; and all hearings, investigations, and proceed- 
 ings by the Commission shall be governed by such rules, not in- 
 consistent with this act, as shall be adopted and prescribed by the 
 Commission. No individual shall be excused from testifying, or 
 from producing any books, papers, documents, or other evi- 
 dence, in any investigation or inquiry by or upon any hearing be- 
 fore the Commission or any commissioner, when ordered to do so 
 by the Commission or such commissioner, upon the ground or for 
 the reason that the testimony, books, papers, documents, or other 
 evidence required of him, may tend to criminate him or subject 
 him to penalty or forfeiture. But no individual shall be prose- 
 cuted, punished, or subjected to any penalty or forfeiture for or 
 on account of any transaction, matter, or thing concerning which 
 he shall testify or produce books, papers, documents, or other evi- 
 dence. No individual so testifying shall, however, be exempt 
 from prosecution or punishment for any perjury committed in 
 so testifying; and nothing herein contained shall give, or shall 
 be construed as in any manner giving, unto any individual im- 
 munity of any kind from the law, except as herein expressly pro- 
 vided, or as giving unto any corporation immunity of any kind 
 from the law. Any person who shall wilfully and corruptly give 
 any false testimony, under oath or affirmation, in any hearing, 
 investigation, or proceeding before or by the Commission or any 
 commissioner, or before any notary public or other person au- 
 thorized by the provisions of this act to take such testimony, 
 shall be gviilty of a misdemeanor, and punishable by a fine not 
 
 (83) Sec. 29, Art. V, Act of July 26, 1913, P. L. 1374- 
 
 (84) Sec. I, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 473 
 
 exceeding five thousand dollars, or imprisonment not exceeding 
 one year, either or both, in the discretion of the court.^* 
 
 2167. Copies of Documents— Service of Subpoenas — Witness Fees- 
 Costs of Hearings. 
 
 The Commission may require copies of books, papers, or ab- 
 stracts thereof, to be sent to it in any part of the Commonwealth, 
 in all cases in which it would have the right to examine the orig- 
 inals or compel their production before it. All subpcenas issued 
 by the Commission shall be under its seal, and shall be signed by 
 a commissioner or by the secretary, and may be served by any 
 adult in any part of this Commonwealth. 
 
 Each witness required to attend before the Commission or a 
 commissioner shall receive for each day's attendance the sum of 
 one dollars and fifty cents, and shall receive, in addition, the sum 
 of three cents for each mile circular traveled by such witness, 
 by the usual route, between his home and the place where his 
 presence is required. 
 
 All disbursements made in the payment of such fees shall be 
 included in, and paid in the same manner as is provided for, the 
 payment of other expenses of the Commission. 
 
 The fees for serving a subpoena shall be the same as those paid 
 the sheriff for similar services. The fees, expenses, and costs 
 of, or in connection with, any hearing may be imposed by the 
 Commission upon any party to the record, or may be divided be- 
 tween any or all parties to the record in such proportions as the 
 Commission may determine.*" 
 
 2168. Contumacy of Witnesses. 
 
 If any individual who shall be subpoenaed to attend before the 
 Commission or a commissioner shall fail to obey the command 
 of such subpoena, or if any individual in attendance before the 
 Commission or a commissioner shall refuse to be sworn or to be 
 examined, or to answer any relevant question, or to produce any 
 relevant book, paper, or document, when ordered so to do by the 
 Commission or a commissioner, the Commission or commissioner 
 may invoke the aid of any court of common pleas within this 
 Commonwealth to enforce such attendance and testimony of 
 witnesses, and the production of books, papers, and documents ; 
 and such court, on due cause shown, shall issue an order requir- 
 
 (8s) Sec. 2, Art. VI, Act of July 26, 1913, P. L- i374- 
 31 
 
474 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 ing any person to appear before said Commission, or commission- 
 er, and produce books, papers, and other documents, if so or- 
 dered, and give testimony touching the matter in question; and 
 any failure to obey such order of the court may be punished by 
 said court as a contempt thereof, in the same manner as in the 
 case of disobedience of the requirements of a subpoena issued 
 from such courts, or a refusal to testify or produce evidence 
 therein.*' 
 
 2169. Evasions by Officers and Employes of Corporations — Removal 
 
 or Destruction of Books and Papers. 
 If such person be an officer, director, or employe of a public 
 service company being a party to the proceeding before the Com- 
 mission or commissioner, or if any person being an officer, di- 
 rector, or employe of such public service company, shall absent 
 himself from the jurisdiction of the Commonwealth or conceal 
 himself for the purpose of avoiding service of a subpoena; or 
 shall remove relevant books, papers, or other documents out of 
 this Commonwealth for the purpose of preventing their examina- 
 tion by the Commission; or shall destroy or conceal any such 
 books, papers, or other documents for such purpose, — he shall 
 be adjudged guilty of contempt; and the said court of common 
 pleas may impose a fine not less than one hundred dollars for 
 each day during the continuance of such refusal, neglect, con- 
 cealment, or removal; and if the said court shall find that the 
 neglect, refusal, or concealment, or the removal or destruction of 
 books, papers or other documents, by such witness, has been oc- 
 casioned by the advice or consent of such public service com- 
 pany, or in anywise, aided or abetted by it, then, in default of 
 payment of said fine by the person in contempt, the same shall 
 be paid by said public service company, and may be recovered 
 from it by an action, in the name of the Commonwealth, in the 
 said court of common pleas, as other like fines and penalties are 
 now by law recoverable. Imprisonment for contempt shall be 
 by commitment to the county jail of the county in which such 
 hearing is had." 
 
 2170. Testimony of Aged, Infirm, Etc., Witnesses. 
 
 The testimony of any aged, infirm, going, or non-resident wit- 
 ness may be taken before any commissioner, at any time or place, 
 
 (86) Sec. 3, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
 (87) Sec. 4, Art. VI, Act of July 26, 1913, P. L. i374- 
 
PRIVATS CORPORATIONS IN PENNSYLVANIA. 475 
 
 upon not less than forty-eight hours' notice, or before any no- 
 tary public or other person authorized to administer an oath, as 
 may be provided by the laws of this Commonwealth, or by any 
 general or special rule of the Commission.'* 
 
 2171. Complaints to the Commission — Service. 
 
 Any person or corporation, public service company or munici- 
 pality, complaining of anything done or about to be done, omit- 
 ted or about to be omitted, by any public service company, in vio- 
 lation of any of the requirements or provisions of this act, or of 
 any lawful determination, ruling, or order of the Commission, 
 may apply to the Commission by petition, duly verified by the 
 affidavit of the complainant, which shall contain a concise state- 
 ment of all the material facts upon which the complaint is found- 
 ed. Said petition shall be filed of record with the Commission; 
 whereupon a copy of the petition thus presented and filed shall 
 forthwith be forwarded by registered mail, by the Commission, 
 to any officer or agent of the public service company or public 
 service companies complained against, accompanied by a notice 
 from the Commission calling upon the public service company or 
 public service companies complained against to satisfy the com- 
 plaint, or to answer the same in writing, within such reasonable 
 time as may be specified by the Commission in said notice.'' 
 
 2172. Voluntary Satisfaction of Complaints — Hearings on Com- 
 
 plaints. 
 
 If such public service company, within the time specified, shall 
 satisfy the complaint, the Commission shall dismiss the petition, 
 but said public service company shall be relieved from responsi- 
 bility only for the specific matter complained of. If such public 
 service company shall not satisfy the complaint within the time 
 specified, and it shall appear to the Commission, from a con- 
 sideration of the complaint and answer, or otherwise, that rea- 
 sonable ground exists for investigating said complaint, it shall 
 be the duty of the Commission to fix a time and place for a hear- 
 ing, and to investigate the matter complained of in accordance 
 with the provisions of this act. Notice of the time and place of 
 such hearing shall be given to the petitioner and to the public 
 service company or companies complained against, in such man- 
 
 C88) Sec. S, Art. VI, Act of July 26, 1913, P. L. I374- 
 (89) Sec. 6, Art. VI, Act of July 26, 1913, P. L. I374- 
 
476 PRIVATB CORPORATIONS IN PENNSYLVANIA. 
 
 ner as the Commission may prescribe. The testimony shall be 
 taken down by the stenographer appointed by the Commission, 
 and a full and complete record shall be kept of all proceedings 
 had before the Commission or any commissioner on any hearing 
 or investigation. °'' 
 
 2173. Investigations by Commission on Its Own Initiative. 
 
 The Commission may also, upon its own motion, and upon such 
 notice as it may deem reasonable under the circumstances, insti- 
 tute any similar inquiry or investigation, and fix a time and place 
 for a hearing, with the same effect as though complaint had 
 been made as aforesaid and satisfaction thereof refused.'^ 
 
 2174. When Burden of Proof Shall be on Bespondents. 
 
 Where any petition complains, as aforesaid, of any violation of 
 any lawful determination, ruling, or order of the Commission 
 (to be made as hereinafter provided), and it shall appear to the 
 Commission that reasonable ground exists for investigating said 
 complaint, and a hearing or investigation is had upon said com- 
 plaint, the burden of proof shall be upon the public service com- 
 pany complained against to show that the determination, ruling, 
 or order of the Commission has been complied with.°^ 
 
 2175. Disposition of Complaints — Written Findings — Orders. 
 
 Whenever the Commission shall investigate any matter com- 
 plained of, under the provisions of this act, it shall be its duty 
 to make, and file of record a written finding, determination, or 
 order, either dismissing the complaint or directing the public 
 service company or companies complained against to satisfy the 
 cause of complaint, in whole or to such extent and within such 
 time as the Commission may specify, require and order. No 
 complaint shall at any time be dismissed merely because of the 
 absence of direct damage to the complainant, except in cases of 
 petitions for an order directing the payment of damages alleged 
 to have been actually sustained, as provided in article five, section 
 five, of this act."' 
 
 The Commission shall likewise make and file a written finding, 
 determination, or order in all hearings or investigations institu- 
 
 (go) Sec. 7, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
 (91) Sec. 8, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
 (92) Sec. 9, Art. VI, Act of July 26, 1913, P. L. i374- 
 
 (93) Sec. 10, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYl,VANIA. 477 
 
 ted on its own motion. The Commission may also prepare and 
 file a written opinion with any determination or order. ^^ 
 
 2176-2177. Kescinding' or Modifying of Orders. 
 
 The Commission shall have the power to rescind or modify 
 findings, determinations, or orders made under the provisions of 
 this act, upon such notice and in such manner as it shall deem 
 proper, and may grant rehearing for cause shown.'" 
 
 2178. Service of Orders. 
 
 Every final order of the Commission shall be served, in any 
 county of the Commonwealth, upon each public service company 
 affected thereby, either by the marshal of the Commission or by 
 any adult person who may be deputized by said marshal for that 
 purpose, in the manner now provided by law for serving a writ 
 of summons upon individuals or corporations; and return of 
 said service shall be made by the person serving said order to 
 the secretary of the Commission, in the manner and form now 
 provided by law for making return of the service of a writ of 
 summons ; and a certified copy of said order shall be mailed by 
 registered mail to all other parties to the proceedings in which 
 such order is issued, or their respective attorneys ; but the failure 
 of any public service company or of any party to the proceedings 
 to receive such copy shall not prevent the said order from being 
 conclusive, and taking effect on the date specified therein, in ac- 
 cordance with its terms.®" 
 
 2179. Applications for Behearings. 
 
 After any finding, determination, or order shall have been 
 made by the Commission, any public service company or munici- 
 pal corporation affected thereby, or any party complainant in 
 the proceedings, or any person, corporation, or public service com- 
 pany, or association duly permitted by the Commission, on 
 proper petition and cause shown, to intervene, may apply, within 
 fifteen days after the service of said order, for a rehearing in 
 respect to any matter determined by the Commission in or by 
 its hearing or investigation and order issued therein; and the 
 Commission may grant and hold such rehearing, if in its judg- 
 ment sufficient cause therefor be shown. All applications for 
 
 (94) Sec. II, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (95) Sec. 12, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (96) Sec. 13, Art. VI, Act of July 26, 1913, P. L. i374- 
 
478 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 rehearing shall be by petition, specifically setting forth the grounds 
 upon which such application is based." 
 
 2180. Applications for Rehearing ITot to Operate as a Supersedeas. 
 
 No application for a rehearing shall in anywise operate as a 
 supersedeas, or in any manner stay or postpone the enforcement 
 of the original or existing order, except as the Commission may 
 by its order direct.'* 
 
 2181. Action at Behearings. 
 
 After such rehearing, should the same be granted, the Com- 
 mission may affirm, rescind, modify, or amend its original order. 
 Any order so made after such rehearing shall have the same 
 force and effect as an original order.'' 
 
 2182. Appeals From Action of Commission to Court of Common 
 
 Fleas of Dauphin County. 
 
 Within thirty days after the filing of any finding or determina- 
 tion by the Commission, or after the date of service of any order, 
 — unless an application for a rehearing may be pending, and then 
 within thirty days after the refusal of such application, — or the 
 entry of an order modifying, amending, rescinding, or affirming 
 the original finding, determination, or order, any party to the 
 proceedings affected thereby may appeal therefrom to the court 
 of common pleas of Dauphin county : Provided, That there shall 
 be no appeal from any order for reparation made by the Commis- 
 sion, but the suit may be brought as hereinbefore provided. The 
 said court is hereby clothed with exclusive jurisdiction through- 
 out the Commonwealth for the purpose of hearing and determin- 
 ing any and all said appeals : Provided, That in case of an ap- 
 peal from the award of damages or compensation by the Com- 
 mission, under any of the provisions of this act, the appeal shall, 
 in case any party is entitled to demand a jury trial under section 
 eight of article sixteen of the Constitution of this Commonwealth, 
 be to the courts of the proper county thereof, but in all other 
 cases shall be to the said court of common pleas of Dauphin 
 county. If an appeal be made to any court other than the court 
 of common pleas of Dauphin county, the case shall be preceded 
 with therein in accordance with the practice and procedure made 
 
 (97) Sec. 14, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
 (98) Sec. IS, Art. VI, Act of July 26, 1913, P. I,. 1374. 
 
 (99) Sec. 16, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
PRIVATi; CORPORATIONS IN PENNSYLVANIA. 479 
 
 and provided in such cases. In case of any appeal from the 
 award by the Commission of damages or compensation for prop- 
 erty taken, injured, or destroyed, where the Commission shall 
 have power to apportion the amount thereof among, or direct 
 the payment thereof by, any public service companies or munici- 
 pal corporations concerned, any such public service company or 
 municipal corporation may intervene and be heard in the trial of 
 such appeal, under such rules and regulations as the court in 
 which the said appeal may be pending shall prescribe. All ap- 
 peals to the court of common pleas of Dauphin county shall be 
 by petition to said court, setting forth specifically and concisely 
 the error or errors assigned to the finding, determination, or 
 order of the Commission ; which petition shall be accompanied 
 by a copy of the original complaint, if any, filed with the Com- 
 mission, as well as a copy of the ruling, determination, or order 
 of the Commission appealed from; and shall also be accom- 
 panied by an affidavit of the party or parties appellant, or of its, 
 his, her, or their agent or attorney, that the appeal is not taken 
 for the purpose of delay, but because the appellant or appellants 
 verily believe that injustice has been done. Each error relied on 
 must be specified particularly and set forth in a separate num- 
 bered paragraph of the petition.^"" 
 
 2183. ITotice to Commission of Appeals to Court of Common Pleas 
 of Dauphin County. 
 
 The Commission shall be immediately notified in writing by 
 the appellant or appellants of the taking of an appeal, and within 
 thirty days after service of such notice shall certify under its 
 ofiicial seal to the proper court of common pleas, as hereinabove 
 provided, the record of the said proceedings ; which record shall 
 include the testimony taken therein, the findings of fact, if any, 
 of the Commission based upon such testimony, a copy of all 
 orders made by the Commission in said proceedings, and a copy 
 of the opinion, if any, filed by the Commission. The cost of pre- 
 paring and certifying such record shall be paid to the Commis- 
 sion by the appellant or appellants, and taxed as part of the costs 
 in the case, to be paid as directed by the court upon the final 
 determination of the appeal.^ 
 
 (100) Sec. 17, Art. VI, Act of July 26, 1913, P. L. I374- 
 (i) Sec. 18, Art. VI, Act of July 26, 1913, P. L. I374- 
 
480 PRIVATE CORPORATIONS IN PENNSYI,VANIA. 
 
 2184. Supersedeas on Appeal— Bonds. 
 
 No appeal from any order of the Commission (except as here- 
 inafter provided) shall in any case operate as a supersedeas of 
 the order appealed from, unless the aforesaid proper court of 
 common pleas shall, by an interlocutory order, make said appeal 
 a supersedeas ; which interlocutory order shall be made only after 
 such notice to the Commission and other parties of record as the 
 court may direct, and after a hearing upon said application for an 
 interlocutory order of supersedeas. Upon the granting of a su- 
 persedeas upon the application of a public service company in 
 any case (except as hereinafter provided), the court may, in its 
 discretion, require the filing of a bond to the Commonwealth, for 
 the use of all parties aggrieved, in such sum and conditioned as 
 the court may by its order direct, or may grant the supersedeas 
 upon such other terms and conditions as the court in its discre- 
 tion may prescribe : Provided, however, That in all cases of ap- 
 peal by a public service company from an order of the Commis- 
 sion establishing, changing, or altering, or in any manner affect- 
 ing, the prices, rates, joint rates, tolls, or charges for any service, 
 such appeal shall operate as a supersedeas upon the filing of a 
 bond to the Commonwealth, in the said court, by said public 
 service company, for the use of all parties so damaged by the 
 failure of such company to comply with the order appealed from, 
 during the period of such supersedeas. Said bond to be in such 
 sum as shall be fixed by the court, and with sureties to be ap- 
 proved by the court, shall be conditioned for the repayment to 
 all such aggrieved parties of any excess over the rate or charge 
 fixed by the Commission, which shall be received by such public 
 service company after the making of such order by the Commis- 
 sion, if the said order shall be finally affirmed, and may also con- 
 tain such further conditions as the court may order and direct.^ 
 
 2185. Complainants May be Made Parties on Appeal. 
 
 Upon the petition of the Commission the said court may order 
 the complainant or complainants in the original complaint to be 
 added to the record as a party or parties defendant, and such 
 parties shall be permitted to join in the defense of the order of 
 the Commission at issue. 
 
 The court may also, upon application by petition and cause 
 
 (2) Sec. 19, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 481 
 
 shown, permit any person or corporation to intervene in the said 
 proceeding and be added as a party plaintiff or defendant therein.' 
 
 2186. Pleadings on Appeal. 
 
 An answer shall be filed by the Commission within thirty days 
 after the service of notice upon it of the taking of an appeal. 
 Leave may also be given by the court to any other party to the 
 record to file an answer. Upon the filing of an answer by the 
 Commission the case shall be considered at issue, and a hearing 
 shall be held before said court as hereinafter provided, without 
 further pleadings. Copies of the petition and answer shall be 
 served upon the opposite party or parties within five days after 
 filing the same.* 
 
 2187. Hearing' on Appeal. 
 
 At the hearing of the appeal the said court shall, upon the 
 record certified to it by the Commission, determine whether or 
 not the order appealed from is reasonable and in conformity 
 with law.° 
 
 In all such cases the orders of the Commission shall be prima 
 facia evidence of the reasonableness thereof, and the burden of 
 proving the contrary shall be upon the appellant or appellants ; 
 and the notes of testimony taken before the Commission or any 
 of the members thereof, duly certified under its seal, and filed 
 as aforesaid as a part of the record, shall be considered by the 
 court as the testimony in the case.^ 
 
 2188. Decree of Court. 
 
 If the court shall, upon the record, find that the order ap- 
 pealed from is reasonable and in conformity with law, it shall 
 enter a decree dismissing the appeal and affirming the order of 
 the Commission. If the court shall, upon the record, find that 
 the order appealed from is unreasonable or based upon incompe- 
 tent evidence materially affecting the determination or order of 
 the Commission, or is otherwise not in conformity with law, it 
 may enter a final decree reversing the order of the Commission, 
 or, in its discretion, it may remand the record to the Commis- 
 sion, with directions to reconsider the matter and make such 
 
 (3) Sec. 20, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
 (4) Sec. 21, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
 (5) Sec. 22, Art. VI, Act of July 26, 1913, P. 1,. 1374. 
 
 (6) Sec. 23, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
482 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 order as shall be reasonable and in conformity with law. In 
 case the said court shall reverse an order of the Commission dis- 
 missing a complaint, after an investigation and hearing thereon 
 before the Commission, it shall remand the record and proceed- 
 ings to the Commission, with directions to reinstate the complaint, 
 proceed to another hearing and investigation, and make such 
 order as shall be reasonable and in conformity with law. In 
 making any final decree on any appeal the court shall have full 
 power to dispose of all costs.'' 
 
 2189. Evidence at Hearings on Appeal. 
 
 No evidence shall be received at the hearing on any appeal ; 
 but if any party shall satisfy the court that evidence has been 
 discovered since the hearing before the Commission that could 
 not have been obtained for use at that hearing by the exercise of 
 reasonable diligence and will materially affect the merits of the 
 case, the court may, in its discretion, remand the record and 
 proceedings to the Commission, with directions to take such after- 
 discovered evidence, and, after consideration thereof, enter and 
 file such order as shall in the opinion of the Commission be rea- 
 sonable and in conformity with law, from which order an appeal 
 shall lie as in the case of any other final order.* 
 
 2190. Practice— Btiles of Evidence. 
 
 In all actions and proceedings in said court arising under this 
 act process shall be served and the practice and rules of evi- 
 dence shall be the same as in civil actions, except as otherwise 
 herein provided." 
 
 2191. Service of Process. 
 
 Every sheriff or other officer empowered to execute civil pro- 
 cess shall execute any process issued under the provisions of this 
 act, and shall receive such compensation therefor as may be pre- 
 scribed by law for similar services.^" 
 
 2192. Appeals to Have Precedence. 
 
 All appeals from the orders of the Commission to the said court 
 shall take precedence upon the calendars of the said court over 
 all other civil actions, except election cases and suits for wages. ^^ 
 
 (7) Sec. 24, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (8) Sec. 25, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (9) Sec. 26, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
 (10) Sec. 27, Art. VI, Act of July 26, 1913, P. L. I374- 
 (n) Sec. 28, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 483 
 
 2193. Trial by Jury Deemed to be Waived Unless Expressly Be- 
 
 served. 
 
 Nothing in this act contained shall be construed to deprive any 
 party, upon any such appeal and judicial review of the proceed- 
 ings and orders of the Commission, of the right to trial by jury 
 of any issue of fact raised thereby or therein, where such right 
 is secured either by the Constitution of the Commonwealth or of 
 the United States, but in every such case such right of trial by 
 jury shall remain inviolate : Provided, however, That when any 
 appeal is taken, such right shall be deemed to be waived upon all 
 issues, unless expressly reserved in such reasonable manner as 
 shall be prescribed by the court of common pleas of Dauphin 
 county.^^ 
 
 2194. Appeal to the Supreme Court. 
 
 Any party to the record, aggrieved by the final judgment, 
 order, or decree of the aforesaid proper court of common pleas, 
 may appeal therefrom to the Supreme Court. Such appeal shall 
 be taken and prosecuted in the same manner and form, and 
 with the same effect, as is provided in other cases of appeal to 
 the Supreme Court.^* 
 
 2195. Injunctions Against Orders of Commission. 
 
 No injunction shall issue modifying, suspending, staying, or 
 annulling any order of the Commission, or of a commissioner, 
 except upon notice to the Commission and after cause shown 
 upon a hearing. The court of common pleas of Dauphin county 
 is hereby clothed with exclusive jurisdiction throughout the Com- 
 monwealth of all proceedings for such injunctions, subject to an 
 appeal to the Supreme Court as aforesaid. Whenever the Com- 
 mission shall make any rule, regulation, finding, determination, 
 or order under the provisions of this act the same shall be and 
 remain conclusive upon all parties afifected thereby, unless set 
 aside, annulled, or modified in an appeal or proceeding taken as 
 provided in this act.^* 
 
 2196. Observance of Orders of Commission and Decrees of Court. 
 
 Every public service company, its officers, agents, and em- 
 ployes, afifected by any final order of the Commission or any 
 
 (12) Sec. 29, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
 (13) Sec. 30, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (14) Sec. 31, Art. VI, Act of July 26, 1913, P. I,. 1374. 
 
484 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 final order of the court of common pleas of Dauphin county, or 
 of the Supreme Court, shall obey, observe, and comply with such 
 order, and with the terms and conditions thereof, so long as the 
 same shall be and remain in force. ^^ 
 
 2197. Commission Slay Bring Suit to Bestrain. 
 
 Whenever the Commission shall be of opinion that any public 
 service company is violating or is about to violate any provision 
 of this act ; or has done or is about to do any act, matter, or thing 
 herein prohibited or declared to be unlawful; or has failed, 
 omitted, neglected, or refused, or is about to fail, omit, neglect or 
 refuse, to perform, any duty enjoined upon it by this act ; or has 
 failed, omitted, neglected, or refused or is about to fail, omit, 
 neglect, or refuse, to obey any lawful requirement or final order 
 made by the Commission; or any final judgment, order, or de- 
 cree made by the court of common pleas of Dauphin county, or 
 by the Supreme Court, — then, and in every such case, the Com- 
 mission may, by its counsel or assistant counsel, institute in the 
 name of the Commission, in the court of common pleas of Dau- 
 phin county, injunction, mandamus, or other appropriate legal 
 proceedings, to restrain such violations of the provisions of this 
 act, or of the orders of the Commission, and to enforce obedience 
 thereto; and the said court of common pleas is hereby clothed 
 with exclusive jurisdiction throughout the Commonwealth to 
 hear and determine all such actions. ^^ 
 
 2198. Attorney General to Bring Suit on Bequest of Commission. 
 
 The Attorney General, in addition to the exercise of the pow- 
 ers and duties now conferred upon him by law, shall also, upon 
 request of the Commission, or of his own motion, proceed, in 
 the name of the Commonwealth, by mandamus, injunction, or 
 quo warranto, or other appropriate remedy at law or in equity, 
 to restrain violations of the provisions of this act, or of the 
 orders of the Commission, or of the judgment, orders, or decrees 
 of said courts or to enforce obedience thereto.^' 
 
 2199. Penalty for Violation of Orders and Decrees. 
 
 If any public service company shall violate any of the provi- 
 sions of this act, or shall do any matter or thing herein prohib- 
 
 (15) Sec. 32, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (16) Sec. 33, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (17) Sec. 34, Art. VI. Act of July 26, 1913. P- L- 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 485 
 
 ited; or shall fail, omit, neglect, or refuse to perform any duty 
 enjoined upon it by this act ; or shall fail, omit, neglect, or re- 
 fuse to obey, observe, and comply with any final direction, re- 
 quirement, determination, or order made by the Commission ; 
 or to comply with any final judgment, order, or decree made by 
 the court of common pleas of Dauphin county or the Supreme 
 Court, — such public service company, for such violation, omis- 
 sion, failure, neglect, or refusal, shall forfeit and pay to the 
 Commonwealth of Pennsylvania the sum of fifty dollars ; to be 
 recovered by an action of assumpsit, instituted in the name of the 
 Commonwealth of Pennsylvania, in the said court of common 
 pleas of Dauphin county, which court is hereby clothed with ex- 
 clusive jurisdiction throughout the Commonwealth to hear and 
 determine all such actions. 
 
 In construing and enforcing the provisions of this section, the 
 violation, omission, failure, neglect, or refusal of any officer, 
 agent, or other person acting for or employed by any such pub- 
 lice service company, acting within the scope of his employment, 
 shall, in every case, be deemed to be the violation, omission, fail- 
 ure, neglect or refusal of such public service company.^' 
 
 Each and every day's continuance in the violation of any final 
 direction, requirement, determination, or order of the Commis- 
 sion, or of any final judgment, order, or decree made by the 
 court of common pleas of Dauphin county, or by the Supreme 
 Court, shall be a separate and distinct offense : Provided, how- 
 ever. That if any interlocutory order of supersedeas or a pre- 
 liminary injunction be granted, no penalties shall be incurred or 
 collected for or on account of any act, matter, or thing done in 
 violation of such final direction, requirement, determination, or 
 order, or decree, so superseded or enjoined, for the period of 
 time such order or supersedeas or injunction is in force.'' 
 
 2200. Penalty for TTnlawful Issue of Stock or Securities. 
 
 Any president, secretary, treasurer, or other officer of any 
 public service company, who shall knowingly affix his name or 
 attestation to any certificate of stock, trust certificate, corporate 
 bond, note, or other evidence of indebtedness, or other security 
 issued by any public service company ; or any director who shall 
 knowingly assent to the issue of any such certificate of stock, 
 
 (18) Sec. 35, Art. VI, Act of July 26, 1913, P. L. 1374 
 
 (19) Sec. 36, Art. VI, Act of July 26, 1913, P. L. I374- 
 
486 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 trust certificate, corporate bond, note, or other evidence of in- 
 debtedness, or other security of any such public service com- 
 pany; in violation of any of the provisions or requirements of 
 this act, or of section seven of article sixteen of the Constitution ; 
 or any officer or director knowingly making or assenting to any 
 false statement in any certificate of notification required to be 
 made to the Commission by subsections (b) or (c) of section 
 four of article three of this act, — shall be guilty of a misde- 
 meanor, and upon conviction thereof shall be sentenced to pay 
 the costs of prosecution and a fine not exceeding five thousand 
 dollars, or undergo an imprisonment in the county jail for a 
 term not exceding five years, either or both, in the discretion of 
 the court. ^° 
 2201. Penalty for Improper Disposition of Stocks, etc. 
 
 Each and every director, president, secretary, treasurer, or 
 other officer, agent, or employee, of any public service com- 
 pany, who shall knowingly make or assent to any application or 
 disposition of any stocks, trust certificates, bonds, notes, or 
 other evidence of indebtedness or other securities, or the pro- 
 ceeds of the sale or pledge thereof, or any part thereof, in vio- 
 lation of any statement or contrary to any purpose in relation 
 thereto set forth or contained in any certificate of notifica- 
 tion; or who shall by any false statements, oral or written, 
 knowingly make, procure, or seek to procure of the Commission 
 the making or issuing of, any certificate herein provided; or 
 who shall knowingly make or assent to any false statement in any 
 report or account to the Commission as to the disposition or 
 application of the proceeds, or any part thereof, of any sale or 
 pledge of any stocks, trust certificates, bonds, notes, or other 
 evidences of indebtedness or other securities, — shall be guilty 
 of a misdemeanor, and upon conviction thereof shall be sentenced 
 to pay the costs of prosecution and a fine not exceeding five 
 thousand dollars, or undergo an imprisonment in the county jail 
 for a term not exceeding five years, either or both, in the discre- 
 tion of the court.''^ 
 
 2202. Penalty for Violation by Officers and Employes of Orders 
 and Decrees. 
 
 Any , person, whether an officer, agent, or employe of any 
 
 (20) Sec. 37, Art. VI, Act of July 26, 1913, P. L. i374- 
 
 (21) Sec. 38, Art. VI; Act of July 26, 1913, P. L. i374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 487 
 
 public service company or not, or any corporation, who shall 
 knowingly fail, omit, neglect, or refuse to obey, observe, and com- 
 ply with any final order, direction, or requirement of the Commis- 
 sion, or with any final order or decree of the said Court of Com- 
 mon Pleas of Dauphin County, or of the Supreme Court ; or who 
 shall knowingly procure, aid, or abet any such violation, omission, 
 failure, neglect, or refusal, — shall be guilty of a misdemeanor, 
 and upon conviction thereof in any court of quarter sessions of 
 competent jurisdiction shall be punished by a fine of not more 
 than five hundred dollars, or by imprisonment in the county 
 jail for not less than one month, nor more than twelve months, 
 either or both, at the discretion of the court ; and upon conviction 
 of any subsequent offense shall be punished by a fine of not more 
 than one thousand dollars, or by imprisonment in the county 
 jail for not less than three months, nor more than eighteen 
 months, either or both, at the discretion of the court.^^ 
 
 2203. Civil Iiiability of Public Service Corporations for Violatioas 
 of the Act. 
 
 If any public service company shall do or cause to be done 
 any act, matter, or thing prohibited or declared to be unlawful 
 by this act, or shall refuse, neglect, or omit to do any act, matter, 
 or thing enjoined or required to be done by this act, such public 
 service company shall be liable to the person or corporation in- 
 jured thereby in the full amount of damages sustained in conse- 
 quence thereof: Provided, That the liability of public service 
 companies for negligence, as heretofore established by statute 
 or by common law, shall not be held or construed to be altered 
 or repealed by any of the provisions of this act: And provided 
 further. That the recovery in this section authorized shall in no 
 manner affect a recovery by the Commonwealth of the penalty 
 prescribed for the aforesaid violations of this act.^* 
 
 2204. Public Service Corporations and Officers and Employes There- 
 of Not to be Subject to Any Penalty for Demanding or Ke- 
 ceiving Fares Contained in Tariffs on Pile with the Com- 
 mission. 
 
 No public service company, nor any officer, agent, or employee 
 thereof, shall be liable for any penalty or forfeiture, or be sub- 
 
 (22) Sec. 39, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
 (23) Sec. 40, Art. VI, Act of July 26, 1913, P. L. I374- 
 
488 PRIVATE CORPORATIONS IN PENNSYI^VANIA. 
 
 ject to any prosecution, on account of demanding, collecting, or 
 receiving any rate, fare, or charge for any service or product 
 rendered or furnished by it, or for enforcing any rule, regula- 
 tion, or practice, when such rate, fare, charge, rule, regulation 
 or practice is contained in the tariffs and schedules properly 
 filed with the Commission, and posted or published as herein 
 provided, and is applicable by the terms thereof at the time to 
 the said service or product rendered or furnished, although 
 such rate may [subsequently?] be found by the Commission to 
 be unjust, unreasonable, unjustly discriminatory or unduly pre- 
 ferential.'*' 
 
 2205. Suits, Penalties, etc., to be Cumulative. 
 
 All suits, remedies, prosecutions, penalties, and forfeitures 
 provided for or accruing under this act shall be cumulative.^* 
 
 2206. Disposition of Fines. 
 
 All fines imposed and all penalties recovered under the pro- 
 visions of this act shall be paid to the secretary of the Commis- 
 sion, and by him paid into the State Treasury.^^ 
 
 2207. Limitation of Time Within Wliich Prosecutions May be In- 
 stituted. 
 
 No action for the recovery of any penalties or forfeitures in- 
 curred under the provisions of this act, and no prosecutions 
 on account of any matter or thing concerned in this act, shall be 
 maintained unless brought within three years from the date at 
 which the liability therefor arose, except as otherwise herein 
 provided.^" 
 
 2208. Powers of Other State Departments and Commissions not Di- 
 vested. 
 
 Nothing in this act shall be construed to impair the powers and 
 duties of the Secretary of Internal Affairs in the exercise of gen- 
 eral supervision over railroads, canals, and other transportation 
 companies vested in him by the Constitution and laws of this 
 Commonwealth; nor shall this act or any provision therein be 
 construed to deprive the Department of Health of this Common- 
 
 (23*) Sec. 41, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
 (24) Sec. 42, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
 (25) Sec. 43, Art. \n. Act of July 26, 1913, P. L. I374- 
 
 (26) Sec. 44, Art. VI, Act of July 26, 1913, P. L. 1374- 
 
PRIVATE CORPORATIONS I>f PENNSYLVANIA. 489 
 
 wealth or the Water Supply Commission of Pennsylvania of 
 any jurisdiction, powers or duties, now vested in them, or either 
 of them, by the laws of this Commonwealth.^^ 
 
 2209. Certified Copies of Documents to be Received in Evidence as 
 Originals. 
 
 Copies of all official documents filed or deposited according to 
 law in the office of the Commission, certified by the secretary 
 under the seal of the Commission, shall be received in evidence 
 in like manner and with the same effect as the originals ; and a 
 like certified copy of the testimony and proceedings, or any spe- 
 cific part thereof, shall be received in evidence in any court with 
 the same effect as if the said secretary were present and testi- 
 fied to the facts set forth in his certificate.^* 
 
 2210. Fees. 
 
 The Commission shall charge and collect the following fees 
 for copies of all official orders, documents, papers, records, et 
 cetera : — 
 
 For copies of papers and records not required to be certified 
 or otherwise authenticated by the Commission, ten cents for each 
 folio of one hundred words. 
 
 For certified copies of official documents and orders filed in its 
 office, fifteen cents for each folio of one hundred words, and one 
 dollar for each certificate, under seal, affixed thereto. 
 
 For copies of testimony and proceedings taken or had before 
 the Commission or a commissioner, not required to be certified 
 or otherwise authenticated by the Commission, ten cents for 
 each folio of one hundred words. 
 
 For certified copies of testimony and proceedings taken or had 
 before the Commission or a commissioner, fifteen cents for each 
 folio of one hundred words, and one dollar for each certificate, 
 under seal, affixed thereto. 
 
 For certifying a copy of any report made by any public service 
 company to the Commission, two dollars. 
 
 For each certified copy of the annual report of the Commission, 
 one dollar and fifty cents. 
 
 No fee shall be charged or collected for copies of papers, re- 
 cords, official documents, testimony, or proceedings furnished 
 
 (27) Sec. 45, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (28) Sec. 46, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 32 
 
490 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 to public officers for use in their official capacity, nor for the 
 annual report of the Commission in the ordinary course of 
 distribution. All fees charged and collected by the Commission 
 shall be paid into the State Treasury.''' 
 
 2211. Annual Beport of Commission. 
 
 The Commission shall make an annual report, on or before 
 the second Monday of May in each year, to the Governor; and 
 a duplicate thereof shall be filed with the Secretary of Internal 
 Affairs, which report shall contain : — 
 
 First. — ^A record of its meetings and an abstract of its pro- 
 ceedings during the preceding year. 
 
 Second. — The results of any examinations or investigations 
 made by it. 
 
 Third. — Such statements, facts, and explanations as will dis- 
 close the actual workings and operations of public service com- 
 panies in their relation to the business and prosperity of the 
 Commonwealth ; and such suggestions as to the general policy of 
 the Commonwealth, or the amendment of its laws in respect to 
 said companies, or the condition, affairs or conduct of any public 
 service company, as may seem to it appropriate. 
 
 Fourth. — Drafts of all bills suggested or recommended by it, 
 and the reasons therefor. 
 
 Fifth. — Such tables and abstracts of the reports of public 
 service companies as it may deem expedient. 
 
 Sixth. — A statement in detail of the traveling and other ex- 
 penses and disbursements of the commissioners and their ap- 
 pointees and employees. 
 
 Five thousand copies of the report shall be printed and bound 
 in cloth, as a public document of the Commonwealth, for the use 
 of the Commissioners, and to be distributed by them, in their 
 discretion, to the officers of the public service companies and 
 other persons interested therein.^" 
 
 2212. Act not to Apply to Foreign or Interstate Commerce. 
 
 The provisions of this act, except when specifically so pro- 
 vided, shall not apply or be construed to apply to commerce with 
 foreign nations or among the several states, except in so far as the 
 
 (29) Sec. 47, Art. VI, Act of July 26, 1913, P. L. I374- 
 
 (30) Sec. 48, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA, 49I 
 
 same may be permitted under the provisions of the Constitution 
 of the United States and the acts of Congress.'* 
 
 2213. Provisions of Act Severable. 
 
 It is hereby declared that the provisions of this act are sever- 
 able one from another, and severable as to the public service 
 companies and subject-matters respectively dealt with thereby; 
 and if for any reason one or more of such provisions be judi- 
 cially held to be unconstitutional as applicable to any particular 
 public service company or subject-matter dealt with by such 
 provision, or be held unconstitutional in anywise for any reason, 
 such holding or decision shall not affect the validity of such 
 provision or provisions as applicable to other public service com- 
 panies or subject-matters dealt with thereby, or the validity of 
 the remaining provisions of this act. It is hereby declared that 
 the said provision, and the said remaining provisions, would 
 have been enacted notwithstanding such judicial determination 
 of the invalidity of any of said particular provision or provi- 
 sions in any respect.^' 
 
 2214. Bepeal of Certain Acts. 
 
 The act, entitled "An act to provide for the appointment of a 
 Railroad Commission ; prescribing the membership of said Com- 
 mission, the manner and term of the the appointment of its mem- 
 bers ; defining their powers and duties with reference to common 
 carriers, and in relation to making recommendations to the Attor- 
 ney General and the Secretary of Internal Affairs concerning the 
 regulation, control, and management of common carriers within 
 the Commonwealth ; defining what the term "common carrier' 
 shall include ; providing for the appointment of subordinate offi- 
 cers and the employment of expert and clerical employees by said 
 Commission ; fixing the salaries of the members of said Commis- 
 sion and its subordinate officers; providing for the compensation 
 of its employes; limiting the annual expense of said Commis- 
 sion; and making an appropriation for the payment thereof," 
 approved the thirty-first day of May, Anno Domini one thou- 
 sand nine hundred and seven (Pamphlet Laws, three hundred 
 thirty-seven), be, and the same is hereby repealed; said repeal 
 to take effect the first day of July, nineteen hundred and thirteen ; 
 
 (31) Sec. 49, Art. VI, Act of July 26, 1913, P. L. 1374- See Sec. 2080. 
 
 (32) Sec. so, Art. VI, Act of July 26, 1513, P. L. I374- 
 
492 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 and sections one and two of the act, approved the fourth day of 
 June, one thousand eight hundred and eighty-three, entitled "An 
 act to enforce the provisions of the seventeenth article of the 
 Constitution relative to railroads and canals;" and the act, ap- 
 proved May twenty-fourth, one thousand nine hundred and seven 
 entitled "An act to provide the maximum car service charges, 
 including car storage charges, that railroad companies and cor- 
 porations, or associations, may charge and collect on each car 
 loading, and not unloaded within the free time for the unloading 
 of cars, and fixing the free time that shall be allowed after un- 
 loading cars;" and the proviso of clause three, and the provisos 
 of clause seven of section thirty-four, of the act, entitled "An 
 act to provide for the incorporation and regulation of certain cor- 
 porations," approved the twenty-ninth day of April, Anno Domini 
 one thousand eight hundred and seventy-four (Pamphlet Laws, 
 seventy-three) ; and all other acts or parts of acts, inconsistent 
 herewith or supplied hereby, be, and the same are also hereby re- 
 pealed: Provided, That the repeal of sections one and two of 
 said Act of June four, one thousand eight hundred and eighty- 
 three, shall not affect actions for violation of said Act of June 
 four, one thousand eight hundred and eighty-three, instituted 
 prior to the passage of this act.'' 
 
 2215. Transfer of Documents from Pennsylvania State Railroad 
 Commission. 
 
 The Pennsylvania State Railroad Commission shall, on July 
 first, nineteen hundred and thirteen, transfer and deliver to the 
 Public Service Commission hereby created all property, books, 
 maps, papers, files, records, pleadings in pending cases, reports, 
 and other documents in its possession and belonging to it. The 
 Public Service Commission is hereby authorized to take possession 
 thereof.'* 
 
 2216. Act of June 19, 1911, to Continue in Porce. 
 
 The act, entitled "An act to promote the safety of travelers 
 and employes upon railroads, by compelling common carriers 
 by railroad to properly man their trains," approved the nine- 
 teenth day of June, Anno Domini one thousand nine hundred 
 and eleven, shall remain in full force and effect, except that sec- 
 
 (33) Sec. SI, Art. VI, Act of July 26, 1913, P. L. i374- 
 
 (34) Sec. 52, Art. VI, Act of July 26, 1913, P. L- 1374- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 493 
 
 tion nine thereof, which reads as follows "Section nine. It shall 
 be the duty of the State Railroad Commission of the Common- 
 wealth to enforce the provisions of this act," shall be, and is 
 hereby, amended so as to read as follows : Section nine. It shall 
 be the duty of the Public Service Commission of the Common- 
 wealth of Pennsylvania to enforce the provisions of this act.^° 
 
 2217. Act to Go into Effect Wlien. 
 
 This act shall take effect the first day of January, Anno Domini 
 one thousand nine hundred and fourteen, and not before, ex- 
 cept that it shall be lawful for the appointment of the Commis- 
 sioners to be made, and for the Commission to organize, and to 
 appoint such officers and employees as hereinabove provided. 
 The Commission shall be appointed, and shall organize and make 
 such appointments and establish its offices as hereinabove pro- 
 vided, and make such general rules and orders under this act, 
 effective when this act becomes effective, as it may deem wise 
 or proper, on or before the first day of October, Anno Domini 
 one thousand nine hundred and thirteen; from and after which 
 latter date it shall be the duty of every public service company 
 to file with the Commission, if required, and publish and post its 
 tariffs or schedules and its rules and regulations affecting its 
 contracts and classifications, as hereinbefore provided : Provided, 
 That the said Commission when appointed as aforesaid shall 
 have power to hear and determine any pending cases transferred 
 to it by the Pennsylvania State Railroad Commission, and to 
 dispose of the unfinished business of said State Railroad Com- 
 mission : And provided, That section eleven of article three shall 
 become effective upon the approval of this act. The salaries of 
 the commissioners shall begin on July first, one thousand nine 
 hundred and thirteen, or on such later date as they may respec- 
 tively qualify as such commissioners; and the salaries and com- 
 pensation of the officers and employes of the Commission shall 
 begin when such officers and employes, respectively, are appointed 
 or employed and enter upon the discharge of their duties. '° 
 
 (35) Sec. 53, Art. VI, Act of July 26, 1913, P. L,. 1374. 
 
 (36) Sec. 54, Art. VI, Act of July 26, 1913, P. L. 1374. 
 
494 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 FORMS. 
 
 2218. Appointment of Secretary of Commonwealth, as Attorney for 
 Foreign Corporations. 
 
 To THE Secretary of the Commonw^ealth of Pennsyi,vania : 
 Sir: 
 
 The Company, 
 
 a foreign corporation, in compliance with the act of General As- 
 sembly of Pennsylvania, entitled "An act to regulate the doing of 
 business in this Commonwealth by foreign corporations, the reg- 
 istration thereof and service of process thereon, and providing 
 punishment and penalties for the violation of its provisions, and 
 repealing previous legislation on the subject," approved the 8th 
 day of June, 191 1, does hereby certify: 
 
 First. That the title of said corporation is 
 
 Second. That it is established, organized and chartered under 
 
 the laws of the State of , with its principal 
 
 office at 
 
 Third. The purpose of the said corporation is 
 
 Fourth. Its principal place of business in the Common- 
 wealth of Pennsylvania, and the post-office address, within the 
 Commonwealth, to which the Secretary of the Commonwealth 
 shall send by mail any process against it, served on him, is at 
 
 No street, in the county of 
 
 in said Commonwealth. The company's agent in said place of 
 business, to accept said process, is : 
 
 Fifth. The said Company 
 
 does hereby appoint the Secretary of the Commonwealth of Penn- 
 sylvania, and his successor in office, to be its true and lawful at- 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 495 
 
 torney and authorized agent, upon whom all lawful process in 
 any proceeding against it may be served, and agrees that service 
 of process on the Secretary of the Commonwealth shall be of the 
 same legal force and validity as if served upon it, the said cor- 
 poration, and the authority for such service of process shall con- 
 tinue in force so long as any liability remains outstanding against 
 it in the Commonwealth of Pennsylvania. 
 
 In testimony whereof, The said corporation 
 
 has caused its corporate name to be hereunto 
 
 subscribed by its President, and its corporate 
 
 CORPORATE SEAi,. Seal to be affixed and attested by its Secretary, 
 
 this day of , 191 — •. 
 
 , 191—- 
 
 Company. 
 
 By 
 
 President. 
 
 Attest : 
 
 Secretary. 
 
 The fee for filing this paper is $10.00. 
 
 All fees must be paid in cash, by money order, certified check 
 or bank draft. 
 
 2219. Betum of Chang'es of Address of Toreign Corporations. 
 To THE Secretary op the Commonwealth : 
 
 The Company, 
 
 a corporation created under the laws of 
 
 respectfully certifies under its corporate seal, that its principal 
 place of business in the Commonwealth of Pennsylvania, and the 
 post-office address, within the Commonwealth, to which the Sec- 
 retary of the Commonwealth shall send by mail any process 
 
 against it, served on him, has been changed to No , 
 
 Street , in the county of , in said 
 
 Commonwealth. 
 
 The company's agent in said place of business, to accept said 
 process, is 
 
496 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 In testimony wherEoe, The said corporation 
 
 has caused its corporate name to be hereunto 
 
 subscribed by its President, and its corporate 
 
 coiu'oK.vTE SEAL, seal to be affixed and attested by its Secretary, 
 
 this day of , 191 — . 
 
 , 191—- 
 
 Company. 
 
 By 
 
 President. 
 
 Attest : 
 
 Secretary. 
 
 The Fee for Filing this Paper is $5.00. 
 
 All fees must be paid in cash, by money order, certified check 
 or bank draft. 
 
 2220. Articles of Association of Fire and Marine Insurance Com- 
 panies. 
 
 Articles of Agreement. 
 —of the— 
 
 Know all Men by these Presents: 
 
 We, the undersigned, citizens of the Commonwealth of Penn- 
 sylvania, do hereby associate to form an incorporated company 
 
 for the purpose of transacting the business of insurance, 
 
 in accordance with the provisions of an Act of the General As- 
 sembly of the Commonwealth of Pennsylvania, entitled "An Act 
 to provide for the incorporation of fire and marine insurance 
 companies, and for the regulation of home and foreign fire and 
 marine insurance companies," approved the first day of June, 
 A. D. 191 1, and the supplements and amendments thereto; and 
 for that purpose do make and sign these as our Articles of Agree- 
 ment : 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 497 
 
 1st. The name by which the corporation shall be known is 
 
 2nd. The class of insurance for which the corporation is con- 
 stituted, is Class as provided for in Section i of the 
 
 above recited Act, viz : For making insurances 
 
 3rd. The plan or principle on which the business is to be con- 
 ducted is the joint stock plan or principle. 
 
 4th. The place in which the corporation is to be established 
 or located, is 
 
 5th. The amount of the capital stock of the corporation is 
 
 divided into shares of the par value of 
 
 dollars each. 
 
 6th. The general objects of the Company are to make insur- 
 ances on the Joint Stock Principle against loss as provided in 
 Class , Section i, of the above recited Act. 
 
 7th. The proposed duration of the Company is perpetual. 
 
 8th. The powers which the corporation proposes to have and 
 exercise are: To have succession as hereinbefore provided; to 
 adopt and have a common seal ; and the same to alter at pleasure ; 
 to sue and be sued; and, in general, to exercise the powers of a 
 corporate body, and make such contracts as may be necessary to 
 carry out the objects of insurance on the plan provid- 
 ed for in this agreement ; to purchase or lease such real estate as 
 may be necessary for a place of business, and for the security of 
 investments ; and to adopt such by-laws as may from time to time 
 be deemed necessary. 
 
 9th. The subscribers to these articles of agreement have 
 chosen from their number a President, a Secretary, a Treasurer, 
 
 and a Board of Directors, who shall continue in 
 
 office until the first annual meeting of the stockholders, and until 
 their successors are duly chosen and qualified, and whose names 
 and residences are as follows: 
 
498 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Name. Residence. 
 
 President. 
 
 Secretary. 
 
 Treasurer. 
 
 Directors. 
 
 loth. It is understood and agreed that this instrument shall be 
 executed in two exact counterparts, each of which so executed 
 shall be deemed to be an orignial, and such counterparts shall, 
 together, constitute but one and the same instrument. 
 
 In WITNESS WHEREOF, The subscribers to these articles of 
 agreement have hereunto subscribed their names and places of 
 residence, this day of , A. D. 191 . . 
 
 Name. Residence. 
 
 Commonwealth of Pennsylvania 
 County of 
 
 ia ) 
 
 \ ss: 
 
 Before me, the subscriber, a person empowered to receive 
 
 acknowledgment of deeds, residing in , in said 
 
 Commonwealth, personally came the within named 
 
 who, in due form of law, acknowledged the within instrument of 
 writing to be their act and deed, and desire that the same may 
 be recorded as such. 
 
 In witness whereof, I have hereunto set my hand and 
 official seal, this day of A. D. 19. . 
 
 (Seal.) 
 
privatb corporations in pennsyi.vania. 499 
 
 Insurance Department. 
 
 Harrisburg, Pa., , 19. . 
 
 To the Attorney General of the Commonwealth of Pennsylvania: 
 
 The title of the Company named in the within articles of agree- 
 ment, namely, 
 
 is hereby approved; and I do hereby certify that all of the re- 
 quirements of an Act of the General Assembly of the Common- 
 wealth of Pennsylvania, entitled "An act to provide for the in- 
 corporation of fire and marine insurance companies, and for the 
 regulation of home and foreign fire and marine insurance com- 
 panies,'' approved the first day of June, A. D. 191 1, in relation 
 to the incorporation of insurance companies, have been complied 
 with by the 
 
 Insurance Commissioner. 
 
 Attorney General's Office. 
 
 Harrisburg, Pa., , 19. . 
 
 To His Excellency the Governor of the Commonwealth of Penn- 
 sylvania: 
 
 I do hereby certify that I have examined the above and fore- 
 going articles of agreement of the 
 
 , and find this instrument to be 
 
 in accordance with the provisions of an Act of the General As- 
 sembly of the Commonwealth of Pennsylvania, entitled "An act 
 to provide for the incorporation of fire and marine insurance 
 companies, and for the regulation of home and foreign fire and 
 marine insurance companies," approved the first day of June, 
 A. D. 191 1, and not inconsistent with the Constitution of this 
 
500 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Commonwealth and of the United States, and the same is hereby 
 approved. 
 
 Attorney General. 
 2221. Articles of Association of Life Insurance C!ompanies. 
 
 Articles of Agreement. 
 —of the— 
 
 Know all Men by these Presents: 
 
 We, the undersigned, citizens of the Commonwealth of Penn- 
 sylvania, do hereby associate to form an incorporated company 
 for the purpose of transacting the business of life insurance, 
 in accordance with the provisions of an Act of the General As- 
 sembly of the Commonwealth of Pennsylvania, entitled "An act 
 to provide for the incorporation of life insurance companies, and 
 for the regulation of home and foreign life insurance companies, 
 and providing penalties for any violations thereof," approved the 
 first day of June, A. D. 191 1, and the supplements and amend- 
 ments thereto ; and for that purpose do make and sign these as 
 our Articles of Agreement; 
 
 1st. The name by which the corporation shall be known is 
 
 2nd. The class of insurance for which the corporation is con- 
 stituted, is Class as provided for in Section i of the 
 
 above recited Act, viz : For making insurances 
 
 3rd. The plan or principle on which the business is to be con- 
 ducted is the joint stock plan or principle. 
 
 4th. The place in which the corporation is to be established 
 or located, is 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 50I 
 
 Sth. The amount of the capital stock of the corporation is 
 
 divided into shares of the par value of 
 
 dollars each. 
 
 6th. The general objects of the Company are to make insur- 
 ances on the Joint Stock Principle against loss as provided in 
 Class , Section i, of the above recited Act. 
 
 7th. The proposed duration of the Company is perpetual. 
 
 Sth. The powers which the corporation proposes to have and 
 exercise are: To have succession as hereinbefore provided; to 
 adopt and have a common seal ; and the same to alter at pleasure ; 
 to sue and be sued ; and, in general, to exercise the powers of a 
 corporate body, and make such contracts as may be necessary to 
 carry out the objects of life insurance on the plan provid- 
 ed for in this agreement ; to purchase or lease such real estate as 
 may be necessary for a place of business, and for the security of 
 investments ; and to adopt such by-laws as may from time to time 
 be deemed necessary. 
 
 9th. The subscribers to these articles of agreement have 
 chosen from their number a President, a Secretary, a Treasurer, 
 
 and a Board of Directors, who shall continue in 
 
 office until the first annual meeting of the stockholders, and until 
 their successors are duly chosen and qualified, and whose names 
 and residences are as follows : 
 
 Name. Residence. 
 
 President. 
 
 Secretary. 
 
 Treasurer. 
 
 Directors. 
 
 loth. It is understood and agreed that this instrument shall be 
 executed in two exact counterparts, each of which so executed 
 
502 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 shall be deemed to be an original, and such counterparts shall, 
 together constitute but one and the same instrument. 
 
 In witness wheREoE, The subscribers to these articles of 
 agreement have hereunto subscribed their names and places of 
 residence, this day of , A. D. 191 . . 
 
 Name. Residence. 
 
 Commonwealth of Pennsylvania , 
 
 } 
 
 County of , 
 
 Before me, the subscriber, a person empowered to receive 
 
 acknowledgment of deeds, residing in , in said 
 
 Commonwealth, personally came the within named 
 
 who, in due form of law, acknowledged the within instrument of 
 writing to be their act and deed, and desire that the same may 
 be recorded as such. 
 
 In witness wherEoE, I have hereunto set my hand and 
 official seal, this day of , A. D. 19. . 
 
 (Seal.) 
 
 Insurance Department. 
 
 Harrisburg, Pa., , 19. . 
 
 To the Attorney General of the Commonwealth of Pennsylvania: 
 
 The title of the Company named in the within articles of agree- 
 ment, namely, 
 
PRIVATE CORPORATIONS IN PENNSYLVANIA. 503 
 
 is hereby approved; and I do hereby certify that all of the re- 
 quirements of an Act of the General Assembly of the Common- 
 wealth of Pennsylvania, entitled "An act to provide for the in- 
 corporation of life insurance companies, and for the regulation of 
 home and foreign life insurance companies, and providing pen- 
 alties for the violations thereof," approved the first day of June, 
 A. D. 191 1, in relation to the incorporation of insurance com- 
 panies, have been complied with by the 
 
 Insurance Commissioner. 
 
 Attorney General's Oefice. 
 
 Harrisburg, Pa., , 19. . 
 
 To His Excellency the Governor of the Commonwealth of Penn- 
 sylvania: 
 
 I do hereby certify that I have examined the above and fore- 
 going articles of agreement of the 
 
 , and find this instrument to be 
 
 in accordance with the provisions of an Act of the General As- 
 sembly of the Commonwealth of Pennsylvania, entitled "An act 
 to provide for the incorporation of life insurance companies, and 
 for the regulation of home and foreign life insurance companies, 
 and providing penalties for any violations thereof," approved the 
 first day of June, A. D. 191 1, and not inconsistent with the Con- 
 stitution of this Commonwealth and of the United States, and the 
 same is hereby approved. 
 
 Attorney General. 
 2222. Articles of Association of Casualty Insurance Companies. 
 
 Articles o? Agreement. 
 —of the— 
 
 Know all Men by these Presents: 
 We, the undersigned, citizens of the Commonwealth of Penn- 
 
S04 PRIVATE CORPORATIONS IN PBNNSYI.VANIA. 
 
 sylvania, do hereby associate to form an incorporated company 
 for the purpose of transacting the business of casualty insurance, 
 in accordance with the provisions of an Act of the General As- 
 sembly of the Commonwealth of Pennsylvania, entitled "An Act 
 to provide for the incorporation of casualty insurance companies, 
 and for the regulation of home and foreign casualty insurance 
 companies, and providing penalties for the violation of any of 
 the provisions of this Act," approved the first day of June, A. 
 D. 191 1, and the supplements and amendments thereto; and for 
 that purpose do make and sign these as our Articles of Agree- 
 ment: 
 
 1st. The name by which the corporation shall be known is 
 
 2nd. The class of insurance for which the corporation is con- 
 stituted, is Class as provided for in Section i of the 
 
 above recited Act, viz : For making insurances 
 
 3rd. The plan or principle on which the business is to be con- 
 ducted is the joint stock plan or principle. 
 
 4th. The place in which the corporation is to be established 
 or located, is 
 
 5th. The amount of the capital stock of the corporation is 
 
 divided into shares of the par value of 
 
 dollars each. 
 
 6th. The general objects of the Company are to make insur- 
 ances on the Joint Stock Principle against loss as provided in 
 Class , Section i, of the above recited Act. 
 
 7th. The proposed duration of the Company is perpetual. 
 
 8th. The powers which the corporation proposes to have and 
 exercise are : To have succession as hereinbefore provided ; to 
 adopt and have a common seal ; and the same to alter at pleasure ; 
 to sue and be sued ; and, in general, to exercise the powers of a 
 
PRIVATB CORPORATIONS IN PENNSYLVANIA. 505 
 
 corporate body, and make such contracts as may be necessary to 
 carry out the objects of casualty insurance on the plan provid- 
 ed for in this agreement ; to purchase or lease such real estate as 
 may be necessary for a place of business, and for the security of 
 investments ; and to adopt such by-laws as may from time to time 
 be deemed necessary. 
 
 9th. The subscribers to these articles of agreement have 
 chosen from their number a President, a Secretary, a Treasurer, 
 
 and a Board of Directors, who shall continue in 
 
 office until the first annual meeting of the stockholders, and until 
 their successors are duly chosen and qualified, and whose names 
 and residences are as follows : 
 
 Name. Residence. 
 
 President. 
 
 Secretary. 
 
 Treasurer. 
 
 Directors. 
 
 loth. It is understood and agreed that this instrument shall be 
 executed in two exact counterparts, each of which so executed 
 shall be deemed to be an original, and such counterparts shall, 
 together constitute but one and the same instrument. 
 
 In witness whereof. The subscribers to these articles of 
 agreement have hereunto subscribed their names and places of 
 residence, this day of , A. D. 191 . . 
 
 Name. Residence. 
 
 33 
 
506 PRIVATE CORPORATIONS IN PENNSYLVANIA. 
 
 Commonwealth of Pennsylvania 
 County of 
 
 I ss: 
 
 Before me, the subscriber, a person empowered to receive 
 
 acknowledgment of deeds, residing in , in said 
 
 Commonwealth, personally came the within named 
 
 who, in due form of law, acknowledged the within instrument of 
 writing to be their act and deed, and desire that the same may 
 be recorded as such. 
 
 In witness whereof, I have hereunto set my hand and 
 official seal, this day of A. D. 19. . 
 
 (Seal.) 
 
 Insurance Department. 
 
 Harrisburg, Pa., , 19. . 
 
 To the Attorney General of the Commonwealth of Pennsylvania: 
 
 The title of the Company named in the within articles of agree- 
 ment, namely 
 
 is hereby approved; and I do hereby certify that all of the re- 
 quirements of an Act of the General Assembly of the Common- 
 wealth of Pennsylvania, entitled "An act to provide for the in- 
 corporation of casualty insurance companies, and for the regula- 
 tion of home and foreign casualty insurance companies, and pro- 
 viding penalties for the violation of any of the provisions of this 
 act," approved the first day of June, A. D. 191 1, in relation to the 
 
private; corporations in Pennsylvania. 507 
 
 incorporation of insurance companies, have been complied with 
 by the 
 
 Insurance Commissioner. 
 
 Attorney General's Oeeice. 
 
 Harrisburg, Pa., , 19. . 
 
 To His Excellency the Governor of the Commonwealth of Penn- 
 sylvania: 
 
 I do hereby certify that I have examined the above and fore- 
 going articles of agreement of the 
 
 , and find this instrument to be 
 
 in accordance with the provisions of an Act of the General As- 
 sembly of the Commonwealth of Pennsylvania, entitled "An act 
 to provide for the incorporation of casualty insurance companies, 
 and for the regulation of home and foreign casualty insurance 
 companies, providing penalties for the violation of any of the 
 provisions of this Act," approved the first day of June, A. D. 
 191 1, and not inconsistent with the Constitution of this Common- 
 wealth and of the United States, and the same is hereby approved. 
 
 Attorney General. 
 
TABLE OF STATUTES. 
 
 CONTAINED IN THE SECOND EDITION OF EASTMAN ON 
 CORPORATIONS AND IN THIS SUPPLEMENT. 
 
 [All references are to pages. References in blackfaced type are to 
 pages in this Supplement; other references are to pages in the Second 
 Edition of Eastman on Corporations.] 
 
 1791, April 6, 3 Sm. I,. 20... Religious and charitable associations, 3, 5. 
 1817, March 22, 6 Sm. L. 438.. .Judgment for want of an appearance, 538. 
 
 Service of process, S38-539. 
 
 1819, March 29, 7 Sm. L. 217.. . Execution against stock, 577-578. 
 
 1820, March 28, 7 Sm. I,. 320.. . Proxies, 206-207. 
 
 1821, March 31, P. L. 446 Proxies, 207. 
 
 1828, March 19, P. L. 19S Road companies, 290-291. 
 
 April 14, P. L. 439 Discovery of effects of corporations,exe- 
 
 cutions, 594-595- 
 
 1833, March 16, P. L. 78 Service of process on toll-gatherers, 546. 
 
 1836, June 13, Sec. 76, P. L. Foreign attachment, 669. 
 
 579 
 
 Service of process, 539. 
 
 June 14, P. L. 621 Quo warranto, 476-482. 
 
 June 16, Sees. 22, 32 & 
 
 33, P. L. 755 Executions against stock, 576, 578-579. 
 Sec. 72, P. L. 
 
 774 Executions against corporations, 581. 
 
 Sec. 13, P. L. Equitable jurisdiction of corporations, 
 789. 129. 
 
 1840, April 13, P. L. 323 Elections to corporate offices, 482-483. 
 
 1842, March 21, P. L. 14S Service of process on railroad and canal 
 
 companies, 547. 
 
 1843, Jan. 21, P. L,. 367 Assignments forbidden when, 409. 
 
 1844, April 30, P. 1,. 532 Real estate sold at sheriff's sale, 429- 
 
 430. 
 
 1845, March 20, P. L. 188 Attachment executions, 574, 589. 
 
 1847, March 15, P. L,. 361 Suits against corporations, 544, 574. 
 
 1849, March 21, P. L,. 216 Suits against foreign corporations, 552, 
 
 574. 
 
 March 29, P. L. 263 Telegraph companies, 1266. 
 
 April 7, P. L. 563 Manufacturing companies, 7. 
 
 Sec. 24, P. L. Certain records to be kept and open for 
 568 inspection, 250-251. 
 
 April 21, P. L. 673 Obligations redeemable in gold and sil- 
 ver, 1389-1390. 
 
 1850, April 19, P. L. 518 Turnpikes, 1321 (miscited as Act of April 
 
 6, 1850, P. L. S18). 
 
 1850, April 25, Sec. 12, P. L. Appeals, 574-575- 
 
 571 
 
 1851, April 8, P. L. 354 Service of process, 552-553- 
 
 April 14, P. L. 576 Printing and publishing companies, 8. 
 
 P. ly. 612 Telegraph companies, 1267. 
 
 1852, May 4, P. L- 574 Service of process, 546. 
 
 S09 
 
510 TABLE OP STATUTES. 
 
 i8s3, March 7, Sec. 3, P. L. Building and loan associations, 948. 
 
 April 20, P. L. 637 Mining and quarrying companies, 8-9. 
 
 1854, Feb. 20, P. L. 90 Limit of income, 40. 
 
 i8S4, April 22, P. L,. 480 Wage preference, 410. 
 
 185s, April 26, P. L. 328 Foreign corporations forbidden to hold 
 
 real estate, 651. 
 
 P. L. 328 Misdemeanors of officers, 141. 
 
 Sec. 8, P. L. Real and personal estate of religious, etc., 
 331 associations, 427-428. 
 
 May 8, P. L. S31 Telegraph companies, 1267. 
 
 1856, March 17, P. L. 388 Service of process, 543-544. 
 
 April 9, P. L,. 293 Dissolution of corporations, 625. 
 
 1857, March II, P. L. 77 Water and gas companies, 800-810. 
 
 May 8, P. L,. 437 Building and loan associations, 945-946. 
 
 1858, March 10, P. L,. 90 Bridge companies, 929. 
 
 April 21, P. L. 403 Service of process, 553. 
 
 1859, April s, P. L,. 363 Exemption of burial lots, 963. 
 
 i860, March 31, P. L. 400 Officers not to furnish supplies or mate- 
 rials, 141-142. 
 
 1861, April 8, P. L. 459 Reorganization of corporations by pur- 
 
 chasers, 597-599- 
 
 May 16, P. 1,. 702 Merger and consolidation of railroad 
 
 companies, 611-613. 
 
 1862, April 4, P. L,. 235 Assignments in fraud of laborers' claims, 
 
 etc., 410. 
 
 April 8, P. L. 325 Telegraph companies, 1267. 
 
 April II, P. L. 449 Service of process, 544-545. 
 
 1863, July 22, (1864) P. L. 1098 Mining companies, 657. 
 
 1865, March 23, P. L. 41 Merger and consolidation, 613-614. 
 
 P. L. 32 Mining companies, 657. 
 
 Nov. 27, (1866) P. L. 1228 Meetings, 203. 
 
 1866, May 3, P. L. 116 Suits against corporations, 547-548. 
 
 1867, Jan. II, P. L,. 1372 Manufacturing and mining companies, 
 
 363- 
 
 March 28, P. L. 48 Liability of stockholders, 500-501. 
 
 April 15, P. L. 81 Oil and mining companies, 221. 
 
 1868, March 31, P. L. 50 Investment of surplus, 418-419. 
 
 1869, Feb. 18, P. L. 201 Building and loan associations in Phila- 
 
 delphia, 946-47. 
 
 April 15, P. L. 29 Directors, 176. 
 
 April 17, Sec. I, P. L. Certain records to be kept and to he open 
 71 for inspection, 250-251. 
 
 April 20, P. L. 82 Amendment of charters, 106, 107, 21. 
 
 April 24, P. L. 93 Water and gas companies, 806-807. 
 
 April 26, P. L. 1223 Building and loan associations, 947-948. 
 
 1870, April I, P. L. 45 Forfeiture of charter, 477-478. 
 
 April 5, P. L- 47 Drainage and meadoYif companies, 985- 
 
 987. 
 
 April 7, P. L. 58 Executions, 582-583. 
 
 April 9, P. L. 61 Reports to Secretary of Internal Affairs 
 
 by certain corporations, 1390-1391. 
 
 1871, March 16, P. L. 231 Suits against corporations, 548. 
 
 March 28, P. L. 291 Water and gas companies, 808. 
 
 June 15, P. L. 388 Drainage and meadow companies, 987- 
 
 988. 
 June 19, P. L. 1360 Attacks on special franchises, 27. 
 
 1872, April 3, P. L. 37 Preferred stock, 261. 
 
 April 4, P. L. 40 Dissolution of corporations, 629-630. 
 
 April 4, P. L. 46 Proceedings in dissolution, 483-484. 
 
 April 8, P. L. 44 Transfers of shares of stock, 342. 
 
TABI<E OF STATUTES. 51I 
 
 1873, April 4, P. L. 20 Foreign insurance companies, 556-558, 
 
 638-639, I 046- I 049. 
 Sec. 10, P. L. Tax on premiums of foreign insurance 
 26 companies, 775-776. 
 
 April 28, P. L. 79 Preferred stock, 261. 
 
 May I, P. L. 87 Registration of coupon bonds, 360-362. 
 
 1874, April I, P. L. SI Validation of acts done by corporations 
 
 before recording their charters, 1395. 
 
 April 18, P. L. 61 Increases of stock and indebtedness, 244- 
 
 246. 
 
 April 22, P. L. 108 Foreign corporations, 642. 
 
 April 29, P. L. 73 General corporation act. 
 
 Sec. I, P. L. 73 . Powers under Act of 1874, 34-36. 
 
 Sec. I, P. L. 73 . General powers under Act of 1874, 400- 
 401. 
 
 Sec. 2, P. L. 73 . Classes of corporations under Act of 
 1874: 
 First class, 36-37. 
 Second class, 5S-6l. 
 
 Sec. 3. P. L. 73 . Certificates of incorporation, 39-40, 61-63. 
 
 Sec. 4, P. Li- 73 . Period of incorporation^power to re- 
 voke charters, 1398-1399. 
 
 Sec. 5, P. I,. 73 . Directors, 137-138, 170-171, 176. 
 
 Sec. 5, P. L. 73 . By-laws, 92. 
 
 Sec. 7, P. L. 78 . Transfers of stock, 328-329. 
 
 Sec. 8, P. L. 78 . Judges of elections, 217-218. 
 
 Sec. 10, P. L. 78 Elections, 207. 
 
 Sec. 10, P. L. 78 Cumulative voting, 211-212. 
 
 Sec. II, P. L. 79 Subscription to capital stock, 284-285. 
 
 Sec. II, P. L. 79 Issue of capital stock for property, 232. 
 
 Sec. 12, P. L. 79 Capital stock, 233. 
 
 Sec. 13, P. L. 80 Power to mortgage, 359-360. 
 
 Sec. 14, P. L. 80 Personal liability of stockholders, 499. 
 
 Sec. 15, P. L. 80 Personal liability of stockholders, 500. 
 
 Sec. 16, P. L. 81 Preferred stock, 260-261. 
 
 Sec. 17, P. L. 81 Deferred stock, 267. 
 
 Sec. 17, P. L. 81 Issue of capital stock for property, 237- 
 238. 
 
 Sec. 18, P. L. 81 Increases of capital stock and indebted- 
 ness, 242. 
 
 Sec. 19, P. L. 82 Increases of capital stock and indebted- 
 ness, 242. 
 
 Sec. 20, P. L. 82 Increases of capital stock and indebted- 
 ness, 242-243. 
 
 Sec. 21, P. L. 82 Increases of capital stock and indebted- 
 ness, 243. 
 
 Sec. 22, P. L. 83 Increases of capital stock and indebted- 
 ness, 243. 
 
 Sec. 23, P. L. 83 Power to sell franchises and property, 
 407-408. 
 
 Sec. 24, P. L. 83 Personal liability of officers and stock- 
 holders, 1399. 
 
 Sec. 24, P. L. 83 Limit of liajjility of officers and stock- 
 holders, 499. 
 
 Sec. 25, P. L. 83 Construction of grants of power, 401. 
 
 Sec. 26, P. L,. 84 Acceptance of Constitution and Act of 
 1874. 82-83. 
 
 Sec. 29, P. L. 84 Title insurance companies, 1275-1277. 
 
 Sec. 29, P. L. Personal liability of stockholders, 507. 
 loi 
 
512 TABLE OF STATUTES. 
 
 Sec. 30, P. L. 85 Articles of association of turnpike com- 
 panies, 1292. 
 
 Sec. 30, CI. I, Power of directors of turnpike com- 
 
 P. L. 85 panics, 1292. 
 
 Sec. 30, CI. 2, Taking of lands by turnpike companies, 
 
 P. L. 8s 1292. 
 
 Sec. 30, CI. 3, Directors of turnpike companies, 1293. 
 
 P. L. 85 
 
 Sec. 30, CI. 4, Power of turnpike to erect bridges, 1293. 
 
 P. L. 85 
 
 Sec. 30, CI. S, Rates of toll of turnpike companies, 1293. 
 
 P. L. 86 
 
 Sec. 30, CI. 6, Rates of toll of turnpike companies, 1294- 
 
 P. L. 86 1296. 
 
 Sec. 30, CI. 7, Inspection of turnpike roads, 1296-1297. 
 
 P. U 89 
 
 Sec. 30, Cl. 8, Sequestration of property of turnpike 
 
 P. L. 89 companies, 1297-1298. 
 
 Sec. 30, Cl. 9, Turnpike companies, 1298-1299. 
 
 P. L. 89 
 
 Sec. 30, Cl. 10, Turnpike companies, 1299. 
 
 P. L. 89 
 Sec. 31, P. L. 92 Bridge companies, 911-915. 
 Sec. 33, P. L. 91 Telegraph companies, 1253, 1258-1259, 
 
 Sec. 34, Cl. 3, Water companies, 1337. 
 
 P. I,. 94 
 
 Sec. 34, Cl. 5, Penalty for taking gas or water without 
 
 P. L. 94 authority, 1340. 
 
 Sec. 34, Cl. 6, Punishment for injuring water or gas 
 
 P. L. 94 works, 1340. 
 
 Sec. 34, Cl. 7, Purchase of water or gas works after 
 
 P. L. 9S twenty years, 1341. 
 Sec. 34, P. L. 9S Artificial Gas companies, 812-814, 817. 
 Sec. 35, P. L. 95 Real estate and safe deposit companies, 
 
 IIOO-IIOI. 
 
 Sec. 36, P. L. 96 Hotel, boarding house, theatre, etc., com- 
 panies, 1006-1007. 
 Sec. 37, P. L. 96 Building and loan associations, 938-942. 
 Sec. 38, P. L. 99 Iron and steel companies, 1055-1058. 
 Sec. 38, P. L. Personal liability of stockholders, 507. 
 
 Id 
 Sec. 39, P. L. Special stock, 267. 
 
 101. 
 Sec. 39, P. L. Personal Hability of stockholders, 507. 
 
 102 
 Sec. 39, P. L- Liability of directors and officers, 182- 
 
 102 183. 
 
 Sec. 39, P. L. Mining, quarrying and manufacturing 
 
 103 corporations, 1059-1065. 
 
 Sec. 39, P. L. Dissolution of manufacturing, etc., cor- 
 
 103 porations, 637. 
 
 Sec. 40, P. L. Renewal of charters, 113. 
 
 103 
 
 Sec. 41, P. L. Eminent domain, 451-453- 
 
 104 
 
 Sec. 42, P. L. Amendment of charters, 99-100. 
 
 106 
 
 Sec. 43, P. L. Keeping company stores prohibited, 1392- 
 
 106 1393- 
 
 Sec. 45 P. L. Publication of lists of charters, 1395- 
 
 107 1396- 
 
TABI<E OF STATUTES. 513 
 
 Sec. 46, P. L. Repeal of certain acts, 1396. 
 107 
 
 1874, May II, P. L. 133 Validation of charters granted by courts, 
 
 139S-1396. 
 
 P. L. 135 Liability of stockholders in banks. 855. 
 
 May 14, P. L. 146 Service of process on stockholders, 547. 
 
 P. L,. 16s Cemetery companies, 957-958. 
 
 May IS, P. L. 186 Security for existing indebtedness, 359. 
 
 Letters patent, 1388. 
 
 ' P. L. 188 Water and gas companies, 803. 
 
 P. L. 194 Donation of wages for charity, 1389. 
 
 May 19, P. L. 208 Cemetery companies, 962-963. 
 
 May 23, P. L. 222 Transfers of shares of stock held in trust, 
 
 341. 
 
 June 8, P. L. 278 Manufacturing companies, 637-638. 
 
 June 13, P. L. 283 Eminent domain, 454-455, 
 
 1876, April 17, P. L. 30 Drainage and meadow companies, 985. 
 
 Sec. I, P. L- 30 . Amendment of corporation act; incorpo- 
 rartion of trade and commerce associa- 
 tions and military organizations, 36. 
 Sec. 2, P. L. 31 . Drove yard, livery and boarding stable 
 
 companies, 57, 1245, 1246. 
 Sec. 3, P. L. 32 . Personal liability of stockholders, 499. 
 Sec. 4, P. L. 32 . Deferred stock, 267. 
 Sec. 4, P. L. 32 . Issue of capital stock for property, 237- 
 
 238. 
 Sec, 4, P. L. 32 . Power to hold property, 426, 
 Sec. 5, P. L- 33 . Power to sell franchises and property, 
 
 407-408, 609. 
 Sec. 6, P. L. 33 . Merger and consolidation, 609-610. 
 Sec. 6, P. L. 33 . Acceptance of Constitution and Act of 
 
 1874, 82-83. 
 Sec. 7, P. L. 35 . Bridge and wharf companies, 911-915, 
 
 1374-1375- 
 Sec. 8, P. L, 36 . Powers of wharf companies, 1375. 
 Sec. 9, P. L. 36 . Real estate and safe deposit companies, 
 
 IIOO-IIOI. 
 
 Sec. 10, P. L. 36 Hotel, boarding house, theatre, etc, com- 
 panies, 1006-1007. 
 Sec, II, P. L. 37 Time for construction of works, 88-89. 
 Sec. 12, P, L. 37 Amendment of charters, 99-100. 
 Sec. 12, P. L. 37 Merger of corporations of the first class, 
 608. 
 
 P. L. 41 Savings and building loan associations, 
 
 942-943- 
 
 April 25, P. L. 47 Elections, 207. 
 
 P. L. 47 Cumulative voting, 211-212. 
 
 April 28, P. L. 53 Beneficial associations, 891-892. 
 
 May I, P. L, 53 Insurance, 1017-1040, 1050, 
 
 P. L. 84 Incline plane companies, 1008-1011. 
 
 P. L- 90 Telegraph companies, 1252-1253. 
 
 P. L. 91 Bridge companies, 261-262, 362-363, 929- 
 
 930. 
 
 May 5, P. L. 123 Foreclosure, 358, 
 
 May 8, P. L. 131 Turnpike and bridge companies, 919-921. 
 
 P. L. 147 Street railways in cities of the first class, 
 
 1 1 76, 
 
 May 13, P. L. 159 Cemetery companies, 962-963. 
 
 P. L. 161 Personal liability of stockholders in 
 
 banks, 508. 
 
 P. L. 161 Incorporation of banking companies, 836- 
 
 841, 844-848, 851. 
 
514 
 
 TABLe OP STATUTES. 
 
 1877, Feb. 16, p. 
 
 P. 
 
 March 23, P. 
 March 24, P. 
 
 1878, April 17, P. 
 April 30, P. 
 
 May 
 May 
 
 May 
 
 3, P. 
 
 18, P. 
 
 P. 
 
 22, P. 
 
 May 
 May 
 
 P. 
 
 23, P. 
 
 24, P. 
 
 May 
 
 25, P. 
 
 June 
 June 
 1879, March 
 April 
 
 P. 
 12, P. 
 
 17, P. 
 
 18, P. 
 10, P. 
 
 April 
 
 II, P. 
 
 April 
 April 
 May 
 May 
 
 June 
 
 19, P. 
 30, P. 
 
 13, p. 
 P. 
 
 4, p. 
 
 June 
 
 II, P. 
 P. 
 
 
 P. 
 
 June 
 June 
 
 12, P. 
 
 P. 
 
 30, P. 
 
 1881, June 
 June 
 
 I, P. 
 
 p. 
 
 June 
 
 9, p. 
 
 June 
 
 10. p. 
 
 1883, April 
 May 
 
 p. 
 p. 
 p. 
 
 19, p. 
 22, p. 
 
 June 2, P. 
 
 L. 3 Oaths of officers of trust companies, 
 
 1287. 
 
 L. 3 Oath of officers, 140. 
 
 L. 32 Corporation mortgages, 358-359. 
 
 L. 39 Cemetery companies, 963. 
 
 L. 22 Exhibition companies, 1003-1004. 
 
 L. 38 Street railways in cities of the first class, 
 
 1177- 
 
 L. 42 Bridge companies, 920-921. 
 
 L. 70 Banking companies, 852. 
 
 L. 75 Water and gas companies, 810. 
 
 L. 84 Acceptance of Constitution by charitable 
 
 corporations, 968-969. 
 
 L. 85 Turnpike companies, 1299-1301. 
 
 L. 109 Lawful rate of interest of banks, 855-856. 
 
 L. 118 Street railways in cities of the second and 
 
 third classes, 1176. 
 
 L. 145 Organization of corporations by pur- 
 chasers, 596-600. 
 
 L. 155 Rehypothecation of stock, 354. 
 
 L. 196 Misdemeanors of officers, 138-140. 
 
 L,. 214 Building and loan associations, 943. 
 
 L. 7 Changes of offices, 223. 
 
 ly. 16 Building and loan associations, 940-941, 
 
 944-945, 948. 
 
 L. 22 Holding of real estate by religious corpo- 
 rations, 429. 
 
 L. 16 Married women as corporators, 42. 
 
 L. 35 Turnpike companies, 1298-1299. 
 
 L. 47 Registration of coupon bonds, 360-361. 
 
 L. 57 Refunding of loans, 359. 
 
 ly. 60 Charitable corporations, 430. 
 
 L. 91 Amendment of charters of turnpike com- 
 panies, 1309-1310. 
 
 L. 126 Abandoned turnpikes, 1308. 
 
 Iv. 133 Decrease of capital stock of banks, 841- 
 
 ^843. 
 
 L. 139 Turnpike and bridge companies, 210, 930, 
 
 1308. 
 
 Iv. 173 Bridge companies, 919. 
 
 L. 177 Water companies, 1065, 1339. 
 
 L. 35 Rates of toll of turnpike companies, 1294- 
 
 1296. 
 
 Iv. 38 Foreign insurance companies, 656-657. 
 
 Iv. 67 Reconstruction of bridges, 917-918. 
 
 L. 69 Minutes of corporations, 123-124. 
 
 L. 70 Informality in execution of deeds, etc., 
 
 ^429- 
 
 Iv. 89 Foreign corporations becoming domestic, 
 
 652-654, 660-663. 
 
 L. loi Corporations for the preservation of 
 
 game and fish, 1097-105^. 
 
 Iv. 107 Rehypothecation of stock, 354. 
 
 Iv. 112 Water and gas companies, 1338-1339. 
 
 Iv. 114 Compromise of taxes, 785. 
 
 Iv. 13 Telegraph companies, 1264-1265. 
 
 Iv. 38 Building and loan associations, 735, 948- 
 
 949- 
 
 L. 61 Petroleum and pipe line companies, 1091- 
 
 1096. 
 
TABLE OF STATUTES. 
 
 515 
 
 
 June 
 
 20, 
 
 
 June 
 
 22, 
 
 :88s, 
 
 May 
 
 29, 
 
 
 June 
 
 3, 
 
 
 June 
 
 II, 
 
 
 June 
 
 23, 
 
 
 June 
 
 24, 
 
 June S, P. L. 80 Mutual assessment life and accident in- 
 surance companies — foreign assessment 
 companies, 1040-1046. 
 
 P. L. 84 Consolidation of telegraph companies, 
 
 1268-1272. 
 June 13, P. L,. 93 Pipe line companies, 1090. 
 
 Sees. 1-4, P. L. Amendment of charters, 101-102, 105-106. 
 122 
 
 Sec. 5, P. L. 123 Construction of works, 89-90. 
 
 Sec. 6, P. L. 123 Motor traction companies, 1131-1132. 
 
 Sec. 7, P. L. 122 Titles of Acts of 1874 and 1883 for cita- 
 tion, 325. 
 
 P. 1,. 134 Foreign insurance companies, 556-558. 
 
 P. L. 136 Computation of time, 1384. 
 
 P. L. 154 Evidence from bank books, 123. 
 
 P. Iv. 155 Liability of stockholders in banks, 508. 
 
 P. L. 156 Boom and logging companies, 894-896. 
 
 P. L,. 29 Natural gas companies, 1069-1081. 
 
 P. L. 60 Fraudulent appropriation of property by 
 
 members of corporations, 1398. 
 
 P. L. Ill Title insurance and trust companies, 
 
 1274. 
 
 P. L,. 134 Reports to Insurance Commissioner, 1047- 
 
 1048. 
 
 P. L. 149 Existence of corporations admitted when, 
 
 537, 124- 
 
 P. L. 151 Suits on mortgages, 358-359. 
 
 June 25, P. Iv. 164 Telegraph companies, 1253. 
 
 P. L. 172 Sale of property of turnpike companies 
 
 by sequestrators, 1301-1302. 
 
 P. L. 177 Corporations formed by trustees and ex- 
 ecutors, 1385-1386. 
 
 P. L. 178 Sale of real estate of dissolved corpora- 
 tions, 633-634. 
 
 P. L. 179 Foreign corporations, 652-653. 
 
 P. L. 181 Suretyship on bonds, 1283-1284. 
 
 June 30, P. L. 194 Tax on corporate loans, 747. 
 
 P. L. 201 Savings banks, 1121-1123. 
 
 P. L. 8 Traction companies, 1132-1139. 
 
 P. L,. 13 Hours of employment of employes of 
 
 street railway companies, 1177-1178. 
 
 P. L. 61 Foreign insurance companies, 1048-1049. 
 
 P. I,. 76 Foreign corporations, 652-653. 
 
 P. L. 92 Bridge companies, 912-913. 
 
 P. L. 94 Issue of stock of railroad companies, 
 
 1178-1180. 
 
 P. L. 130 Providing for civil rights, 1383. 
 
 P. L. 165 Directors of corporations of the first 
 
 class, 172-173. 
 
 P. L. 168 Cemetery companies, 961-962. 
 
 P. L. 176 Power of foreign corporations to hold 
 
 real estate, 657-658. 
 
 24, P. L,. 186 Road companies, 56. 
 
 P. L. 188 Iron and steel companies, 1055. 
 
 25, P. L. 265 Societies for prevention of cruelty to 
 
 children, 825-826. 
 
 P. L. 268 Ferry, wharf and bridge companies, 912. 
 
 P. L. 273 Capital stock, 232-233. 
 
 May 31, P. L. 278 Reorganization of corporations by pur- 
 chasers, 596-599, 135. 
 P. L. 281 Directors, 171-172. 
 
 1887, March 
 March 
 
 22, 
 24, 
 
 April 
 April 
 May 
 May 
 
 26, 
 
 28, 
 
 6, 
 
 7, 
 
 May 
 May 
 
 19, 
 23, 
 
 May 
 
 May 
 
Si6 
 
 TABLE OP STATUTES. 
 
 June 2, P. L. 298 Control of church property, 1396-1398. 
 
 P. L. 302 Domestic corporations with non-resident 
 
 shareholders, 434-435. 
 
 P. L. 306 Condemnation of turnpikes, 1302-1307. 
 
 P. L. 310 Water and gas companies, 812-814, I33S- 
 
 June 3, P. L. 335 Mutual assessment life and accident in- 
 surance companies, 1040-1041. 
 
 June 6, P. ly. 352 Foreign ferry and bridge companies, 656. 
 
 June 7, P. L. 365 Co-operative associations, 970-984. 
 
 June 14, P. L. 383 Exhibition companies, 1001-1003, 1005. 
 
 June 17, P. L. 412 Iron and steel companies, 417-418, 1057. 
 
 April II, P. L. 29 Bridge companies, 921. 
 
 April 13, P. L. 202 Reports to Secretary of Internal Affairs 
 
 by certain corporations, 1390-1391. 
 
 April 17, P. L,. 35 Foreign companies for transportation by 
 
 water, 655-656. 
 
 P. L. Z7 Ship building companies, 1126. 
 
 April 22, P. L. 42 Property of religious and charitable cor- 
 porations, 427-428, 1384. 
 
 April 26, P. L. 56 State banks becoming national banks, 856- 
 
 859- 
 
 P. L. 61 Renewal of bank charters, 852-855. 
 
 May 3, P. L. 76 Power to hold stocks and bonds, 416-417. 
 
 P. L. 76 Pipe line companies, 1091. 
 
 May 7, P. L. 102 Evidence of right to vote, 215. 
 
 May 8, P. L. 136 Light, heat and power companies, 990-992. 
 
 May 9, P. L. 159 Title, insurance and trust companies, 
 
 1277-1279. 
 
 P. L. 163 Young Men's Christian Associations, 
 
 1376-1380. 
 
 P. L. 180 Subscriptions to capital stock, 284-285. 
 
 P. L,. 180 Capital stock, 232. 
 
 Holding shares of other corporations, 
 232-233. 
 
 May 10, P. Iv. 185 Savings banks, 1121-1123. 
 
 May 13, P. L. 194 Associations of employes, 827-830. 
 
 P. L. 198 Suits against insurance companies, 556. 
 
 May 14, Sec. I, P. L. 211 Street railway companies, 1141-1143. 
 Sec. 2, P. L. 211 Street railway companies, 1143. 
 Sees. 3-20, P. L,. Street railway companies, 1143-1153. 
 211 
 
 May 16, P. L. 226 Powers of water companies, 1335-1336. 
 
 P. L. 241 Patent right companies, 57. 
 
 P. L. 242 Completion of work, 88-89. 
 
 May 20, P. L,. 246 Savings banks, 1108-1121. 
 
 May 21, P. L. 257 Bond and mortgage, 359-360. 
 
 P. L. 259 Boom and lumber companies, 893. 
 
 May 23, Art. XII, Sec. Water, gas and electric light companies 
 I, P. L. 308 in cities of the third class, 817. 
 
 May 29, P. L. 395 Grants of charitable, etc., corporations, 
 
 431. 
 
 June I, P. L. 420 Taxation, 707, 721, 759, 773-774, 776, TJ7- 
 
 778. 
 Sec. 2, P. L. 420 Tax on corporate loans, 748. 
 Sec. 19, P. L. Registration in Auditor General's office, 
 
 420 87-88. 
 
 Sec. 22, P. L. Capital stock tax, 721. 
 
 420 
 Sec. 23, P. L. Tax on gross receipts, 759-760. 
 
 420 
 Sec. 24, P. L. Tax on premiums of foreign insurance 
 420 companies, 776. 
 
TABLE OF STATUTES. 517 
 
 Sec. 24, P. L. Tax on premiums of domestic insurance 
 
 420 companies, 773-774. 
 
 Sec. 27, P. L. Tax on net earnings, 777-77S. 
 
 420 
 Sec. 32, P. L,. Dissolution of corporations — payment of 
 420 taxes, 627-628. 
 
 1891, April IS, P. L. II Insurance companies, 1029-1031. 
 
 P. L. IS Sale of real estate of dissolved corpora- 
 tions, 633-634. 
 
 P. L. 18 Acknowledgment of certificates before a 
 
 notary public, 62. 
 April 30, P. L. 39 Foreign manufacturing corporations, 652- 
 
 6S3- 
 
 May 14, P. L. 61 By-laws, 92. 
 
 P. L. 61 Officers, 137-138, 176, 170-171. 
 
 May 16, P. L. 88 Cemetery companies, 959-960. 
 
 May 20, P. L. 91 Boroughs may purchase electric light 
 
 plants, 995-997- 
 
 P. L. 96 Wages of employes, 1393-1394. 
 
 P. L. loi Directors, 138. 
 
 May 23, P. L. 107 Fraternal and beneficial associations, 886. 
 
 May 26, P. L. 118 Cemetery companies, 959-961. 
 
 P. L. 119 Cemetery companies, 958. 
 
 June 2, P. ly. 170 Telegraph companies, 1265. 
 
 P. L. 174 Building and loan associations, 946. 
 
 June 8, P. 1,. 211 Corporations may take real estate for re- 
 ligious and charitable purposes, 431-432. 
 
 P. L. 227 Street railway companies, 1144-1145. 
 
 P. L. 229 Taxation, 706-707, 717-720, 747. 
 
 Sec. I, P. L. 229 Tax on personal property, 706-707. 
 Sec. 4, P. L. 229 Capital stock tax, 717-720. 
 
 June 9, P. L. 252 Power of foreign corporations to hold 
 
 real estate, 658-659. 
 
 P. L. 256 Keeping of company stores prohibited, 
 
 1392-1393. 
 June II, P. L. 29s Tolls on condemned portions of turn- 
 pikes, 1307. 
 
 1893, April 6, P. I,. 7 Secret fraternal beneficial societies, 882- 
 
 886. 
 
 P. L. 10 Fraternal and beneficial associations, 877- 
 
 882. 
 
 April 10, P. L. 14 Charitable corporations, 964-965. 
 
 April 26, P. L. 26 Appointment of receivers, 484. 
 
 May 4, P. L. 29 Jurisdiction of litigation between stock- 
 holders, 537. 
 
 May II, P. L. 42 Pensions, 411. 
 
 May IS, P. L. 48 Drainage and meadow companies, 610- 
 
 611, 988. 
 
 May 18, P. L. 88 Holding of real estate, 430. 
 
 P. L. 8g Co-operative banking associations, 859- 
 
 865. 
 
 May 26, P. L. 141 Voting of pledged stock, 217. 
 
 P. L. 141 Evidence of right to vote, 215. 
 
 P. L. IS4 Condemnation of bridges in cities, 925- 
 
 928. 
 
 P. L. 158 Water companies, 1342-1343. 
 
 June 6, P. ly. 324 Amount of property to be held by reli- 
 gious, etc., corporations, 428. 
 
 P. L. 325 Cemetery companies, 959-961. 
 
 P. L. 329 Turnpike companies, 1308. 
 
 June 8, P. L. 351 Reduction of stock, 254-256. 
 
 P. L. 353 Taxation, 720. 
 
5i8 
 
 TABLE OF STATUTES. 
 
 June 10, 
 
 June 
 189s, Feb. 
 
 May 
 May 
 May 
 
 June 
 June 
 June 
 
 June 
 Tune 
 
 16, 
 III 
 
 March 
 April 
 
 May 
 May 
 
 6, 
 19, 
 
 I, 
 
 15. 
 
 May 16, 
 
 21, 
 22, 
 23, 
 
 May 39, 
 
 7, 
 18, 
 24, 
 
 June 25, 
 
 June 26, 
 
 27, 
 28, 
 
 P- Iv. 355 Removal of office, 223-224. 
 
 P. L. 389 Foreign iron and steel companies, 652- 
 
 653- 
 
 P. L. 412 Boom and logging companies, 893-895. 
 
 P. L. 415 Vacation of easements, 470-472. 
 
 P. L. 417 Bourse companies, 905-907. 
 
 P. L. 435 Sewer companies, 60, 1124. 
 
 P. L. 466 Foreign corporations, 654. 
 
 Sec. 4, P. L. 4 . . Banking corporations, 867-868. 
 Sec. 5, P. L. 4 . . Banking corporations, 865-867. 
 Sec. 6, P. L. 4 . . Dissolution of banks, 151-152. 
 Sec. 7, P. L. 4 . . Dissolution of banks, 152-153. 
 Sec. 8, P. L. 4 .. Dissolution of banks, 153. 
 Sec. 9, P. L. 4 . . Dissolution of banks, 153-155. 
 
 P. L. IS Pipe line companies, 1090. 
 
 P. L. 39 Ferry, wharf and bridge companies, 917- 
 
 918. 
 Sec. 3, P. L. 95 ■ Street railways — U. S. mails, 1153. 
 
 P. L. 63 Street railway companies, 1140-1141. 
 
 P. L. 64 Street railway companies, 1139. 
 
 P. L. 65 Traction or motor power companies, 
 
 1139-1140. 
 
 P. L. 83 Incorporated academies, 794-796. 
 
 P. L,. 84 Manufacturing companies, 432-433. 
 
 P. L. 89 Eminent domain, 455. 
 
 P. L. 102 Salvage corps, 1104-1107. 
 
 P. L. 114 Disposition of property for charitable 
 
 purposes, 966. 
 P. L. 127 Title insurance and trust companies, 1276, 
 
 1279. 
 
 P. L. 181 Cemetery companies, 959-961. 
 
 P. L. 195 Water companies, 1343. 
 
 P. L,. 221 Ship canal companies, 1127. 
 
 P. L. 233 Department of banking, 865-867. 
 
 P. L- 238 Foreign publishing and bookseUing cor- 
 porations, 654-655. 
 
 P. L. 248 Bonds of trustees, etc., 533. 
 
 P. L. 253 Refrigerating companies, 1102-1103. 
 
 P. L. 258 Certificates of stock-transfers, 329. 
 
 P. L. 264 Power of foreign corporations to hold 
 
 real estate, 659. 
 
 P. L. 266 Gas companies, 814-815. 
 
 P. L. 267 Gas and water companies, 814, 1337. 
 
 P. L. 280 Service of process on fraternal and ben- 
 eficial associations, 554-555. 
 
 P. L,. 303 Building and loan associations, 946. 
 
 P. L,. 310 Extension of charters of manufacturing 
 
 companies, 114. 
 P. L. 310 Corporations not for profit may issue 
 
 capital stock, 54. 
 
 P. L. 311 Tunnel companies, 1008, 1012-1015. 
 
 P. 1,. 313 Street improvement societies, 36. 
 
 P. L. 319 Gas companies, 815-816. 
 
 P. L. 327 Institutions of learning, 788-793. 
 
 P. L. 343 Title insurance and trust companies, 
 
 1284-1286. 
 
 P. L- 369 Capital stock, 232-233. 
 
 P. L. 382 Boulevard companies, 899-904. 
 
 P. L. 399 Title insurance and trust companies, 
 
 1280. 
 P. L. 410 Tax on premiums of foreign insurance 
 
 companies, 773-77A, 777- 
 
TABIvE OF STATUTES. 
 
 519 
 
 1897, April 
 
 19, 
 
 April 
 
 May 
 
 May 
 
 May 
 
 May 
 
 II, 
 19, 
 25, 
 
 June 
 
 4, 
 
 June 
 
 8, 
 
 June 
 
 10, 
 
 June 
 
 15, 
 
 June 
 
 22, 
 
 June 
 
 SI; 
 
 24, 
 
 9, 
 
 IS. 
 
 July 2, P. L. 425 Water companies may supply electric 
 
 power, 1343-1344- 
 
 P. L. 430 Traction companies, 1135. 
 
 P. L. 432 Water companies, 1336-1337. 
 
 P. L. 25 Reports to Secretary of Internal Affairs 
 
 by certain corporations, 1390-1391. 
 
 P. L. 28 Holding of real estate, 430. 
 
 P. L. 46 County bridges, 916. 
 
 P. L. SO Natural gas companies, 1075-1076. 
 
 P. L. 67 Oaths on appeals, 573. 
 
 P. L. 82 Books and accounts of common carriers, 
 
 122-123. 
 P. L- 116 Right of employes to belong to labor or- 
 ganizations, 1391-1392. 
 P. L. 136 Power of foreign corporations to hold 
 
 real estate, 658. 
 
 P. L. 138 Interest on call deposits, 851. 
 
 P. L. 15s Bonus, 708-709. 
 
 P. L. 164 Power of foreign corporations to hold 
 
 real estate, 658-659. 
 
 P. L. 178 Building and loan associations, 779-780. 
 
 P. L. 204 Fraternal and beneficial associations, 887. 
 
 P. L. 239 Insurance companies, 1017-1019. 
 
 P. L. 277 Tunnel companies, 1013-1015. 
 
 P. L. 283 Corporations for profit, 37. 
 
 P. L. 283 Charitable corporations, 964. 
 
 Sec. I, P. L. 292 Taxation of bank shares, 767-769. 
 
 Sec. 2, P. L. 294 Taxation of distilling companies, 721-722. 
 
 P. L. 71 Boulevard companies, 901. 
 
 P. L. 79 Condemnation of turnpikes, 1310-1216. 
 
 P. L. 116 Validation of certain acts of traction 
 
 companies, 78. 
 P. L. 160 Changes of names of corporations, iii- 
 
 112, 21. 
 
 P. L. 189 Bonus on capital stock, 708-709. 
 
 P. L. 189 Increases of capital stock, 241. 
 
 P. L. 231 Condemnation of bridges by counties, 
 
 922-925. 
 P. L. 3 Increases of capital stock and indebted- 
 ness, 246-250. 
 
 Sec. 3, P. L. 3 . . Bonus on increases of capital stock, 709. 
 P. L. 6 Directors of transportation companies, 
 
 173-174- 
 April 4, P. L. 61 Competing railroad and canal companies 
 
 not to consolidate, 619-620. 
 P. L. 64 Directors of insurance companies, 174- 
 
 175- 
 
 P. L. 67 Changes of names of corporations, 112. 
 
 April ig, P. L. 79 Banks, 838. 
 
 P. L. 80 Directors, 172. 
 
 P. L. 82 Sewer companies, 1124-1125. 
 
 P. L. 86 Foreign iron and steel, etc., companies 
 
 may hold real estate, 654. 
 
 2, P. L. Ill Suits against trust companies sureties, 
 
 1281-1282. 
 
 P, L. 137 Boroughs may contract with water com- 
 panies for water for fire protection, 
 1345-1346. 
 
 3, P. L. 140 Boroughs may provide water supply, 
 
 1345- 
 
 8, P. L. 149 Bonus on limited partnership associations, 
 
 711-712. 
 
 1899, April 
 
 28, 
 
 May 
 
 2, 
 
 May 
 
 3, 
 
 May 
 
 5> 
 
 1901, Feb. 
 
 9, 
 
 May 
 
 May 
 May 
 
520 TABLE OF STATUTES. 
 
 P. L. ISO Bonus on foreign corporations, 710-711. 
 
 May II, P. L,. iS3 Foreign savings building and loan asso- 
 
 tions, 949-956. 
 P. L. 171 Acknowledgment of deeds by corpora- 
 tions by attorney, 433. 
 P. L. 172 Assigned contracts of foreign corpora- 
 tions, 650. 
 
 May 13, P. L. 193 Bridge companies, 221. 
 
 May 17, P. L. 261 Canal companies may supply water, 1340. 
 
 May 21, P. L. 270 Penalty for failure to pay bonus, 712. 
 
 P. L. 270 Extension of territory of water com- 
 panies, 1344-1345. 
 
 P. L. 288 Banks, 838-839. 
 
 May 29, Sec. 19, P. L. Corporations engaged in the propagation 
 308 of trout, 1099. 
 
 P. L. 344 Theatre companies, 1007. 
 
 P. L. 344 Judicial sales of property of corpora- 
 tions, 786. 
 
 P. L. 344 Executions — notice to Auditor General, 
 
 S86. 
 
 P. L. 345 Examination of banks, 867-868. 
 
 P. L. 349 Merger and consolidation, 614-618. 
 
 June 4, P. L. 359 Abandonment of portion of turnpikes, 
 
 1317-1319. 
 
 P. L. 364 Suits against trust companies sureties, 
 
 1282-1283. 
 P. L. 403 Savings and building and loan associa- 
 tions, 943. 
 
 P. L. 404 Insolvent corporations, 412-413. 
 
 Sec. 46, P. L. Mechanics' liens against property of cor- 
 452 porations, 1390. 
 
 June 7, P. L. 508 Street railway policemen, 1174-1175. 
 
 P. L. 514 Street railway companies, 1141-1143. 
 
 P. L. 518 Street railway companies, 1144. 
 
 Sec. 3, P. L- 518 Street railway companies, 1150. 
 Sec. 5, P. L. 518 Street railway companies, 1153-1154. 
 Sec. 6, P. L. 518 Street railway companies, 1154-1155. 
 Sec. 7, P. L. 518 Street railway companies, 1155. 
 
 P. L. 523 Elevated and under ground railways, 
 
 1162-1171. 
 
 P. L. 530 Publication of lists of charters, 1395- 
 
 1396. 
 
 June 14, P. L. 561 Banks, trust companies, etc., 846-847. 
 
 P. L. 566 Telephone companies, 1261-1264. 
 
 June 19, P. L. 572 Underground and elevated railways, 
 
 II 72. 
 
 P. L. 574 Cemetery companies, 959. 
 
 June 20, P. L. 577 Elevated and underground passenger 
 
 railways, 1171-1172. 
 
 June 24, P. L. 596 Tax on store orders, 781-782. 
 
 June 25, P. L. 599 Exhibition companies, 1003. 
 
 July 2, P. L. 603 Power to hold stocks and bonds, 416. 
 
 P. L. 606 Change of par value of shares, 268. 
 
 July 9, P. L. 614, 619 . Service of process, 539-543, 126. 
 
 P. L. 624 Boom and logging companies, 893. 
 
 July 10, P. L. 639 Banks, 837. 
 
 P. L. 650 Maintenance of abandoned turnpikes, 
 
 1307-1308. 
 
 P. L. 651 Validation of real estate transfers, 432. 
 
 P. L. 651 Validation of certain acts, 78. 
 
 1903, March 19, P. L. 34 Corporations using electrical current, 998. 
 
 March 24, P. L. 50 Stock votes, 211. 
 
TABLE OF STATUTES. 
 
 521 
 
 March 
 March 
 April 
 
 25, 
 
 IS, 
 
 April 
 
 21, 
 
 April 
 
 22, 
 
 April 
 April 
 April 
 
 23, 
 
 25, 
 28, 
 
 1, March 
 March 
 March 
 
 i6, 
 
 24, 
 
 31, 
 
 April 
 
 13, 
 
 April 
 April 
 
 17, 
 
 20, 
 
 April 22, 
 
 May 
 
 May 
 
 May 
 34 
 
 3, 
 
 
 May 
 
 3, 
 
 
 May 
 
 4, 
 
 1907, 
 
 , March 
 April 
 
 21, 
 15, 
 
 
 April 
 
 22, 
 
 
 April 
 
 25, 
 
 P. L. 52 Elevated and underground railways, 1169. 
 
 P. L. 79 Dissolution of mining companies, 627. 
 
 P. L. 200 Street railways on forestry reserves, 
 
 1597- 
 P. L- 200 Real estate acquired by execution, etc., 
 
 .430-431- 
 
 P. L. 223 Title insurance and trust companies, 
 
 1276. 
 
 P. L. 251 Changes of names of corporations, 108- 
 
 109. 
 
 P. L. 281 Power to hold stocks and bonds, 416. 
 
 P. L. 303 Refrigerating companies, 1102-1103. 
 
 P. L- 329 Health and insurance companies, 1050- 
 
 1053- 
 
 P. L. 42 Voting of stock by executors, 216. 
 
 P. L. 56 Capital stock, 232-233. 
 
 P. L. 93 Amendment of charters, 105-106. 
 
 P. L. 95 Merger and consolidation, 616-617. 
 
 P. 1,. 152 Water companies deprived of the right 
 
 of eminent domain, 1340. 
 
 P. L. 183 Pole and wire licenses, 695-697. 
 
 P. L. 237 Maintenance of turnpikes after condem- 
 nation, 1316. 
 
 Sec. 2, P. L. 260 Water companies to file plans with Com- 
 missioner of Health, 1372. 
 
 Sec. 3, P. L. 260 Commissioner of Health to grant per- 
 mits for construction of water works, 
 1373- 
 
 P. L- 264 Decrease of capital stock, 254. 
 
 P. L. 264 Railroad companies may hold stock and 
 
 bonds of water companies, 1364. 
 
 P. L. 280 Increases of capital stock and indebted- 
 ness, 246-247. 
 
 P. L. 294 Telegraph companies, 1253. 
 
 Sec. I, P. L. 368 Street railway companies, 1141-1143. 
 
 Sec. 2, P. L. 368 Street railway companies, 1 144. 
 
 Sec. 3, P. L. 368 Street railway companies, 1150. 
 
 Sec. 4, P. L. 368 Street railway companies, 1150. 
 
 Sec. 5, P. L. 368 Street railway companies, 1153-1154. 
 
 Sec. 6, P. L. 368 Street railway companies, 1154. 
 
 Sec. 7, P. L. 368 Street railway companies, 1151-1152. 
 
 P. L. 379 Change of routes of street railways, 1172- 
 
 1173- 
 
 P. L. 385 Pennsylvania Water Supply Commission, 
 
 1365-1366. 
 
 P. L. 21 Foreign corporations, 659. 
 
 P. L. 80 Municipalities may contract with street 
 
 railways, 11 74. 
 
 P. L. 96 Transportation of express matter by 
 
 street railways, 1161-1162. 
 
 P. L. 104 Turnpikes, 290. 
 
 P. L. 105 Title to real estate of foreign corpora- 
 tions, 659-660. 
 
 P. L. 119 Rebuilding of county bridges, 915-916. 
 
 P. L. 132 Church property to be held how, 1396- 
 
 1398. 
 
 P. L. 140 Charitable corporations, 967-968. 
 
 P. L. 147 Mileage of street railways, 1182-1183. 
 
 P. L. 189 Reserve funds of banks, etc., 868-871. 
 
 P. L,. 192 Distribution of assets of trust companies, 
 
 1287. 
 
522 
 
 TABLE OF STATUTES. 
 
 May 
 
 10, P. 
 
 May 
 
 23, P. 
 
 May 
 
 P. 
 25. P. 
 
 May 
 
 28, P. 
 
 
 P. 
 P. 
 P. 
 P. 
 P. 
 
 May 
 May 
 
 29, P. 
 31, P. 
 
 
 P. 
 
 
 P. 
 
 June 
 
 I, P. 
 P. 
 
 
 P. 
 
 
 P. 
 P. 
 
 June 
 
 6, P. 
 
 
 P. 
 
 June 
 
 p. 
 
 
 P. 
 
 
 p. 
 p. 
 
 
 p. 
 
 
 p. 
 
 June 
 
 ,2. P. 
 
 June 
 1909, March 
 March 
 
 13, p. 
 18, p. 
 24, p. 
 
 April 22, P. 
 
 L. 196 Property exempted from exercise of emi- 
 nent domain, 456. 
 
 L. 204 Dissolution of manufacturing, etc., com- 
 panies, 637-638, 150-151. 
 
 L. 205 Contracts of foreign corporations, 660. 
 
 L. 240 Street railway companies, 1183-1187. 
 
 L. 250 Sales of property of corporations, 786- 
 
 787. 
 
 L. 266 Foreign iron and steel, etc., companies 
 
 may hold real estate, 654. 
 
 T-,- 271 Receivers, assignees, etc., 533. 
 
 L. 278 Water companies, 1367-1372. 
 
 L. 296 Insurance companies, 1026-1027. 
 
 L. 299 Construction of dams in streams, 1366. 
 
 L. 300 Corporations to carry out trusts for cities, 
 
 1386-1388. 
 
 L. 308 Street railway companies, 1145. 
 
 L. 352 Common carrier corporations not to en- 
 gage in mining or manufacturing, 1 182. 
 
 L. 353 Railroads not to consolidate with com- 
 peting lines, 1181. 
 
 L. 355 Purchase of plants of water companies 
 
 by municipalities, 299-303. 
 
 L. 366 Street railway companies, 1143. 
 
 L. 368 Street railways — eminent domain, 1156- 
 
 1161. 
 
 L. 375 Dissolution of certain turnpike commis- 
 sions, 625-627, 146. 
 
 L. 382 Title insurance and trust companies, 1278. 
 
 L. 385 Railroad companies not to own stock of 
 
 competing street railway companies, 
 1180-1181. 
 
 L. 417 Water, gas, etc., companies in townships 
 
 of class one, 822. 
 
 I,. 417 Public service corporations in townships 
 
 of the first class, 1372. 
 
 L. 430 Tax on capital stock, 707, 720-721. 
 
 L. 432 Telegraph and telephone companies, 1268. 
 
 L,. 434 Foreign insurance companies — brokers, 
 
 1048-1050. 
 
 L. 446 Foreign investment and bond companies, 
 
 675-682. 
 
 L. 453 Fares of street railway companies, 1162. 
 
 L. 454 Title insurance and trust companies, 
 
 1278-1279. 
 
 L. 455 Water companies — Water Supply Com- 
 mission, 1333. 
 
 L. 461 Method of securing possession of land 
 
 taken by eminent domain, 456-457. 
 
 L. 525 Banks and trust companies, 871-873. 
 
 L. 526 Acquisition by street railways of private 
 
 property, 1155-1156. 
 
 L. 640 Tax on trust companies, 771-773. 
 
 i,. 41 Incorporation of cemetery companies, 235. 
 
 L,. 67 Condemnation of bridges in cities, 226- 
 
 228. 
 
 It. 69 Condemnation of bridges in cities, cost to 
 
 be divided between cities and counties, 
 228-232. 
 
 L. 114 Requiring street railway companies to 
 
 carry U. S. mail, 256-257. 
 
TABLE OF STATUTES. 523 
 
 P. L. 121 Prohibiting the incorporation of compan- 
 ies having the word "trust" as a part 
 of the names, except corporations under 
 the supervision of the Commissioner of 
 Banking, 286-287. 
 
 P. L. 13s Purchase of water works by municipal- 
 ities, 302. 
 
 April 23, P. L. 143 Dissolution of certain banking companies 
 
 for non-user, 212. 
 
 P. L. ISS Incorporation of cemetery companies to 
 
 control burial grounds in boroughs, 
 235-236. 
 
 P. L. 167 Appointment of receivers on motion of 
 
 Attorney General, 113-114. 
 
 P. L. 169 Punishing embezzlement by officers of 
 
 certain corporations, 26-27. 
 
 P. ly. 171 Making it a misdemeanor to circulate 
 
 false statements as to financial condi- 
 tion of banks, etc., 212-213. 
 
 P. L. 172 Permitting purchasers of real estate from 
 
 foreign corporations not entitled to hold 
 the same to take such realty indefeas- 
 ibly, 170. 
 
 April 27, P. L- 17s Organization of purchasers of corporate 
 
 franchises after judicial sales, 135. 
 
 P. L- 200 Authorizing fire and marine insurance 
 
 companies to grant insurance against 
 lightning, explosions, etc., 248. 
 
 April 29, P. L. 289 Prohibiting the same individual from 
 
 holding more than one of certain of- 
 fices in building and loan associations, 
 
 233- 
 
 May 3, P. L. 378 Dissolution of certain turnpike and public 
 
 road companies and corporations, 146- 
 149. 
 
 P. L. 386 Publication of notices of intention to ap- 
 ply for charter in certain legal publica- 
 tions, 17. 
 
 P. L. 400 Authorizing the Pennsylvania Soldiers' 
 
 Orphans School Commission to permit 
 railroads to construct and operate on 
 lands owned by the Commonwealth for 
 the purposes of the Soldiers' Orphans 
 Schools, 325-326. 
 
 P. L. 408 Consolidation and merger of corporations, 
 
 137-141. 
 
 P. L. 412 Relative to the authorized capital stock of 
 
 state banks, 213-214. 
 
 May 6, P. L. 457 Permitting street railway companies to 
 
 carry all kinds of freight, 260-261. 
 
 P. L. 458 Permitting street railway companies to 
 
 connect tracks with railroad tracks, 257- 
 258. 
 May 10, P. L. 499 Maintenance of turnpikes after condem- 
 nation, 291. 
 May II, P. L. 506 Permitting counties to construct high- 
 ways, bridges or tunnels within cities, 
 or between cities, townships and bor- 
 oughs, 273. 
 
 P. L. 515 Amending Clause XX, relative to corpo- 
 rations of second class. Sec. 2, Act of 
 April 20, 1874, P. L. 73, 15-16. 
 
524 
 
 TABI,E 01* STATUTES. 
 
 191 1, March 7, P. 
 
 March 15, P. 
 
 P. 
 
 March 22, P. 
 
 March 30, P. 
 
 April 
 April 
 April 
 May 
 
 May 
 
 June 
 
 P. 
 20, P. 
 
 26, P. 
 
 27, P. 
 S, P. 
 
 P. 
 
 P. 
 
 P. 
 
 II, P. 
 
 P. 
 
 P. 
 
 I, P. 
 
 P. 
 
 P. 
 
 P. 
 
 P. 
 
 P. 
 
 P. 
 
 P. 
 
 June 3, P. 
 
 June 7, P. 
 June 8, P. 
 
 June 9, P. 
 P. 
 
 L. 515 Reorganization of corporations formed 
 
 under the Act of July 9, 1901, for "any 
 lawful purpose," 316-318. 
 
 ly. 13 Conveyance of real estate by foreign cor- 
 porations not entitled to hold the same, 
 170. 
 
 L. 17 Validation of acts of corporations done 
 
 before recording charters, 18. 
 
 L. 21 Maintenance of turnpikes after condem- 
 nation, 291. 
 
 L. 23 Suits against corporations on bonds on 
 
 which they are sureties, 129-130. 
 
 L,. 34 Certification of names of agents of in- 
 surance companies, 249-250. 
 
 L. 35 Testimony of officers of corporations, 34. 
 
 Li. 68 Certain foreign corporations may hold 
 
 real estate, 167. 
 
 L. 82 Incorporation of trustees under certain 
 
 trusts, 319-323. 
 
 I,. 91 Acquisition of toll bridges by counties, 
 
 222-223. 
 
 L. 109 Acquisition of toll bridges by counties, 
 
 223-225. 
 
 L. 112 Method of taking property under right of 
 
 eminent domain, 102-104. 
 
 I,. 126 Transfer of shares of stock, 71-78. 
 
 L. 172 Church charters, 11-12. 
 
 L. 261 Sales by receivers, 122. 
 
 I,. 264 Service of writs of quo warranto and 
 
 mandamus, 126. 
 
 L. 26s Liability of corporations to tax on per- 
 sonal property, 189-190. 
 
 L. S40 Acknowledgment of certificates of incor- 
 poration before justices of the peace, 16. 
 
 I,. SS9 Incorporation of fire and marine in- 
 surance companies, 346-356. 
 
 L. 567 Incorporation of casualty insurance com- 
 panies, 356-381. 
 
 L. 581 Incorporation of life insurance compan- 
 ies, 381-402. 
 
 L. S99 Proceedings against insolvent or delin- 
 quent insurance companies, 402-406. 
 
 L. 602 Deposit of securities by domestic insur- 
 ance and surety companies wishing to 
 do business in other states, 406-410. 
 
 L,. 604 Estimation of condition of casualty in- 
 surance companies, 410-412. 
 
 L. 607 Creating an insurance department, 326- 
 
 346. 
 
 L. 63s Amendment of Paragraph 18, Section 2, 
 
 Act of April 29, 1874, relative to water 
 companies, 14-15. 
 
 L. 652 Directors of banks, etc., to take oaths, 
 
 214-215. 
 
 L. 673 Tax on capital stock, 193-195. 
 
 L. 710 Service of process on foreign corpora- 
 tions, except insurance companies, 156- 
 159- 
 
 L. 723 Existence of corporations to be taken to 
 
 be admitted, etc., 124. 
 
 L. 834 Surrender of charters by meadow com- 
 panies, 242. 
 
TABLE OF STATUTES. 
 
 525 
 
 June 
 
 10, P. 
 
 June 
 
 IS, P. 
 
 
 P. 
 
 
 P. 
 
 
 P. 
 
 June 
 
 20, P. 
 
 June 
 June 
 
 21, P. 
 23, P. 
 
 
 P. 
 
 ;, March 
 
 April 
 
 May 
 May 
 May 
 
 27, P. 
 
 P. 
 24, P. 
 
 P. 
 
 9, P. 
 
 14, P. 
 
 :5,P. 
 
 P. 
 
 20, P. 
 
 21, P. 
 
 May 
 May 
 
 May 
 
 23, P- 
 
 P. 
 
 P. 
 
 P. 
 28, P. 
 
 P. 
 
 May 
 
 June 
 
 June 
 June 
 
 P. 
 
 17. P. 
 
 
 P. 
 
 June 
 
 19, P. 
 
 June 
 June 
 July 
 
 25, p. 
 
 p. 
 
 '■I: 
 
 p. 
 
 12, p. 
 
 p. 
 
 21, p. 
 
 July 
 July 
 
 L. 862 L,ocation of railways on grounds of East- 
 ern Pa. Institution for Feeble-Minded, 
 326. 
 
 L. 871 Holding by corporations of real estate 
 
 acquired under execution, etc., 100. 
 
 L,. 955 Conveyance of real estate by foreign cor- 
 porations not entitled to hold the same, 
 171. 
 
 L. 963 Merger of motor power companies with 
 
 street railway companies, 141-144. 
 
 L. 987 Construction of bridges by townships of 
 
 the first class, 274. 
 
 L. 990 Extension of time wherein to complete 
 
 water works, 313-315. 
 
 L. 1092 Purchasers of property and franchises 
 
 of corporations may become bodies cor- 
 porate, 133-135- 
 
 L. 1097 Foreign attachment, 174. 
 
 L. 1114 Conveyance of real estate by foreign cor- 
 porations, 170. 
 
 L. 1115 Certain foreign corporations may hold 
 
 real estate, 167-168. 
 
 L. 9 Foreign corporations, 171. 
 
 L. 16 Bridge companies, 219-220. 
 
 L. 114 Sales by receivers, 122. 
 
 L. 115 Sales by receivers, 122. 
 
 L. 190 Street railways, 280. 
 
 L. 205 Building and loan associations, 233-235. 
 
 ly. 207 Beneficial associations, 217. 
 
 L. 213 Electric light companies, 243-244. 
 
 ly. 214 Corporations not for profit, 99. 
 
 L. 242 Title to church property, 323-324. 
 
 L. 294 Distribution of assets of trust companies 
 
 and banks, 287-288. 
 
 L. 333 Insurance against mine cave-ins, 248. 
 
 L. 336 Dividends, 94. 
 
 L. 338 Payment of interest by banks, 215-216. 
 
 L. 354 Trust companies, 288. 
 
 ly. 357 Bonus, igo-igi. 
 
 L. 378 ..Preferred stock, 57-58. 
 
 L. 435 Churches, 324-325- 
 
 L. 449 Mining, manufacturing, etc., companies, 
 
 150-151. 
 
 1,. 455 Ship canal companies, 256. 
 
 L. 458 Electric light companies, 244-246. 
 
 L. 459 Building and loan associations, 233. 
 
 L. 507 Personal property tax, 177-179, igo, 201- 
 
 202. 
 
 L. 520 C-ties first class, street railways in, 262- 
 
 268. 
 
 L. 539 Manufacturing and land companies, 100- 
 
 loi. 
 
 I,. 551 Cemetery companies, 236-241, 
 
 L. 555 Dams, 308-313. 
 
 L. 634 Inter-insurance contracts, 97-98. 
 
 L. 639.-. — .Tax on anthracite coal, 208-210. 
 
 L,. 688 Water Supply Commission, 307-308. 
 
 L. 696 Mutual fire insurance companies, 249. 
 
 L. 698 Insurance policies, 369-380. 
 
 L. 744 Insurance companies, 415-416. 
 
 ly. 745 Insurance companies, 412-415. 
 
 L. 86s Sewer companies, 255-256. 
 
526 TABI.E OF STATUTES. 
 
 July 22, P. L. 903 C. S. tax, 190, I93-19S- 
 
 P. Iv. 914 Taxation of distilling companies, 198-199. 
 
 July 24, P. L. 972 Banks, 213. 
 
 P. L. 997 Insurance companies, 336-339. 
 
 July 26, P. L. 1371 Pole and wire licenses, 183-185. 
 
 P. L. 1374 Public service company law, 417-493. 
 
TABLE OF CASES. 
 
 [All references are to pages.] 
 
 A. B. Baxter & Co., Inc., 
 Com. v., 235 Pa., 179 
 
 61, 175 
 
 A. B. Farquhar Co., Lim., 
 Com. v., IS Dau. Co. 
 Rep., i; 40 Pa. C. C, 
 473 192 
 
 Ackerman, AUentown v., 37 
 
 Pa. Super. Ct., 363 165 
 
 Adams, Childs v., 43 Pa. 
 
 Super. Ct., 239 42 
 
 Aeolian Council No. 17, Jr. 
 O. U. A. M., Badger 
 v., 39 Pa. Super. Ct., 
 406 25 
 
 African Episcopal Church, 
 Howard v., 52 Pa. 
 Super. Ct., 116 47 
 
 Agnew Company's Receiver v. 
 Gerhard's Executrix, 41 
 Pa. C. C, 173 172 
 
 Albany City Ins. Co. v. Whit- 
 ney, 70 Pa., 248 174 
 
 Alexander, Pgh. Rwys. Cos. 
 
 v., 20 D. R., 413 282 
 
 Alexandria Water Co., Amer- 
 ican Car & Foundry 
 Co. v., 221 Pa., 529 38 
 
 Alldred's Estate, 229 Pa., 632 45 
 
 Allegheny County v. Shady- 
 side Elec. Lt. Co., 37 
 Pa. Super. Ct., 79 242 
 Light Co., Wettengel v.. 
 223 Pa., 79 246 
 
 AUentown v. Ackerman, 37 
 
 Pa. Super. Ct, 363 i6S 
 V. Lehigh Val. Transit 
 Co., 39 Pa. Super. Ct., 
 529 278 
 
 Althouse V. Cobaugh Colliery 
 Co., 227 Pa., 580; 6 
 Schuyl., 69 30,31 
 
 Altoona & Logan Val. Elec. 
 Rwy. Co. V. Miller, 49 
 Pa. Super. Ct., 102 260 
 
 Sanitary Milk Co. v. 
 Armstrong, 38 Pa. 
 Super. Ct., 350 65,163 
 
 Alum Rock Gas Co., Ger- 
 mania Refining Co. v., 
 226 Pa., 433 252 
 
 Ambridge Borough v. Pgh. & 
 Beaver St. Rwy. Co., 
 234 Pa., 157 272 
 
 American Bangor Slate Co., 
 First Nat. Bank of Ban- 
 gor v., 229 Pa., 27; 18 
 D. R., 564; 36 Pa. C. 
 C, 65 33, 37, 132 
 
 Car & Foundry Co. v. 
 Alexandria Water Co., 
 221 Pa., 529 38 
 
 Ins. Co. of Boston, Wei- 
 ner v., 224 Pa., 292; 39 
 Pa. Super. Ct, 219 174 
 
 Nat Gas Co., Clemens v., 
 39 Pa. C. C, 447 
 
 108, 253, 254 
 
 Nat. Gas Co., Clemens 
 v., 21 D. R., 315 252 
 
 Nat. Gas Co., George v., 
 I Westm. L. J., 34 34 
 
 Nat. Gas Co., Kittanning 
 Borough v., 239 Pa., 210 
 
 182 
 
 Nat Gas Co., Peoples' 
 Nat Gas Co. v., 233 Pa., 
 
 569 97. 253 
 
 Nat. Gas Co., Truby v., 
 
 38 Pa. Super. Ct., 166 107 
 Sheet & Tin Plate Co., 
 
 Com. v., 13 Dau. Co. 
 
 Rep., II 191 
 
 Steel Hoop Co., Com. v., 
 
 226 Pa., 6; II Dau. Co. 
 
 Rep., 92 191 
 
 Teleph. & Teleg. Co., 
 
 Berks & Dauphin Tpk. 
 
 Rd. v., 240 Pa., 228 
 
 286, 292 
 Transfer Co.'s Petition, 
 
 237 Pa., 241 ; 29 Lane. 
 
 L. R., 249 243 
 
 Trust Co., Com. v., 241 
 
 Pa., 153; 21 D. R., 
 
528 
 
 Tahiti; of cases. 
 
 1064; IS Dau. Co. Rep., 
 54; 39 Pa. C. C, 469 288 
 
 Ammerman, Penn Chemical 
 Co. v., 40 Pa. C. C, 
 608 i6s, 19s 
 
 Anthony v. Grier, 16 Luz., 327 18 
 
 Athracite Savings Bank of 
 Wilkes-Barre, Com. v., 
 14 Dau. Co. Rep., 91 206 
 Water Co. v. Thompson, 
 7 Sch. L. R., 219 106 
 
 Appleton, Finletter v., 195 
 
 Pa., 349 52 
 
 Arbour v. Pgh. Produce 
 Trade Assn., 44 Pa. 
 Super. Ct., 240 130 
 
 Arms Pocket-Book & Leather 
 Novelty Co. v. Posey, 
 40 Pa. Super. Ct., 361 161 
 
 Armstrong, Altoona Sanitary 
 Milk Co. v., 38 Pa. 
 Super. Ct., 350 65, 163 
 
 Water Co., Kittanning 
 Borough v., 35 Pa. 
 Super. Ct., 174 181 
 
 Water Co., Neubert v., 
 211 Pa., 582 24 
 
 Arndt v. McQuillen, 19 D. R., 
 
 IIS 78 
 
 Arnholt & Schaefer Brewing 
 Co., Schaffhauser v., 
 218 Pa., 298 41 
 
 Arnold Safety Razor Co., 
 Logan Trust Co. v., 21 
 D. R., 999 123 
 
 Arts and Crafts Guild of 
 
 Phila., 20 D. R., 584 6, 8, 13 
 
 Ashworth v. Pgh. Rwys. Co., 
 231 Pa., 539; 44 Pa. 
 Super. Ct., 326; 17 D. 
 R., 128 261 
 
 Atlantic Crushed Coke Co., 
 Com. v., 16 Dau. Co. 
 Rep., 11; 41 Pa. C. C, 
 60 196 
 
 Avonmore Land & Improve- 
 ment Co., Girard Trust 
 Co. v., 221 Pa., 52 91 
 
 Badger v. Aeolian Council 
 No. 17, Jr. O. U. A. M., 
 39 Pa. Super. Ct., 406 25 
 
 Bagnell v. Ives, 184 Fed. Rep., 
 
 466 172 
 
 Bailey v. Williamsport & N. 
 B. R. R. Co., 174 Pa., 
 114 124 
 
 Bair & Gazzam Mfg. Co. v. 
 Vandersaal, 36 Pa. 
 Super. Ct., 61S 30 
 
 Baker's Executors v. Consu- 
 mers' Box, Board & 
 Paper Co., 20 D. R., 
 
 899; 28 Lane. L. R., 
 173 ; 25 York L. R., 81 90 
 Executors v. Consumers' 
 Box, Board & Paper 
 Co., 21 D. R., 113; 28 
 Lane. L. R., 297 82,85 
 
 Bakewell, McNutt v., 223 Pa., 
 
 364 173 
 
 Baldwin Twp. v. Pgh. Rwys. 
 
 Co., 58 Pitts., 199 258 
 
 Balto. & O. R. R. Co., Meitz- 
 
 ner v., 224 Pa., 352 95 
 
 Bangor Slate Co., Flory Mfg. 
 Co. v., i8 D. R., 564; 36 
 Pa. C. C, 65; II 
 North., 330 36, 119 
 
 Bank Directors, 21 D. R., 160 215 
 of Millvale v. Ohio Val- 
 ley Bank, 58 Pitts. L. 
 J., 329 215 
 
 Banker Brothers Co., Com. v., 
 
 38 Pa. Super. Ct., loi 189 
 
 Banks & Banking, 15 Dau. 
 Co. Rep., 195 ; 21 D. R., 
 682; 60 Pitts. L. J., 560 215 
 
 Barclay v. Edlis Barber Sup- 
 ply Co., 39 Pa. Super. 
 Ct., 482 121 
 
 Barret Mfg. Co., Com. v., 16 
 
 Dau. Co. Rep., 185 203 
 
 Baxter, Jenkins v., 160 Pa., 
 
 199 SI 
 
 Bean, Huegle v., 43 Pa. 
 
 Super. Ct., 352 78 
 
 Beaver County v. Beaver Val- 
 ley Traction Co., 229 
 Pa., 565 276 
 
 Valley Traction Co., Bea- 
 ver County v., 229 Pa., 
 56s 276 
 
 Beck V. Penna. Gas Co., 18 
 
 D. R., 245 254 
 
 Bedford County Commission- 
 ers, Com. v., 16 D. R., 
 353 291 
 
 Belden Automobile Transmis- 
 sion Co., Bole v., 239 
 Pa., I 69 
 
 Bell, Com. v., 16 Dau. Co. 
 Rep., 3; 40 Pa. C. C, 
 441 57, 269 
 
 Bellevernon Bridge Co., 58 
 
 Pitts., 412 226 
 
 Bellevue & Perrysville St. 
 Rwy. Co., 32 Pa. C. C, 
 
 243 137 
 
 Borough V. Manufactur- 
 ers' L. & H. Co., 238 
 Pa., 388 210 
 
 Coal Co., Flynn v., 12 
 Lack. J., 327 44,45 
 
TABLE OS CASES. 
 
 529 
 
 Bell Teleph. Co. v. Chester 
 City, II Del. Co. R., 
 114 182 
 
 Teleph. Co. v. Couders- 
 port Borough, 20 D. R., 
 346; 38 Pa. C. C, 33 188 
 Teleph. Co. v. Harris- 
 burg, 14 Dau. Co. Rep., 
 206; 40 Pa. C. C, so; 
 IS Dau. Co. Rep., 121 ; 
 S3 Pa. Super. Cl, 458 182 
 Teleph. Co., Nanticoke 
 Borough v., 47 Pa. 
 Super. Ct., 184 187 
 
 Teleph. Co., Wilson v., 
 20 D. R., 1 123; 3 Berks, 
 263 3, S 
 
 Teleph. Co., Koehler v., 
 19 D. R., 613; 12 
 North., 115 286 
 
 Benney, Lyons v., 230 Pa., 
 
 117 121 
 
 Berg V. Flickinger, 38 Pa. 
 
 Super. Ct., 433 62 
 
 Berks & Dauphin Tpk. Rd. v. 
 American Teleph. & 
 Teleg. Co., 240 Pa., 228 
 
 286, 292 
 & Dauphin Tpk. Rd., 
 Peoples' Teleph. & 
 Teleg. Co. v., 199 Pa., 
 411 286,292 
 
 Nassau Realty Co., Mc- 
 Gibeny v., i Berks, 177; 
 23 York, 9 164 
 
 Bemheimer & Sundheim v. 
 
 Stewart, unreported 133 
 
 Berry, McCune v., 237 Pa., 
 
 572 221 
 
 Berryhill Mineral Springs Co. 
 V. Pile, 17 D. R., 246; 
 35 Pa. C. C, 354 160 
 
 Berwick Con. Gas Co., Union 
 Trust Co. of Lancaster 
 v., 196 Fed. Rep., 511 87 
 
 Bethlehem Borough, Bethle- 
 hem City Water Co. v., 
 231 Pa., 454 
 City Water Co. v. Bethle- 
 hem Borough, 231 Pa., 
 
 454 
 Consol. Gas Co.'s Appeal, 
 
 39 Pa. C. C, 357 2X2 
 
 Bethune's Admr. v. Boquet 
 
 Distilling Co., 2 Westm. 
 
 L. J., 239 114 
 
 Biddle, Independent Brick Co. 
 
 v., 17 D. R., 1083 161 
 
 Biggert v. John D. Biggert 
 
 Co., 57 Pitts., 30 93 
 
 Bimstock v. Wrightsvillc 
 Hdw. Co., 26 York L. 
 R., 83 86 
 
 Black Creek Impt. Co., Com. 
 v., 40 Pa. C. C, 621; 
 16 Dau. Co. Rep., 108 196 
 
 Blacklick & Yellow Creek R. 
 R. Co., Vinton Colliery 
 Co. v., 226 Pa., 131 4 
 
 Bland v. Tipton Water Co., 
 
 222 Pa., 285 295 
 
 Blandburg Water Co.'s Con- 
 demnation, 233 Pa., 230 294 
 
 Blatchford, Com. v., 21 D. R., 
 453; 16 Luz. L. R., 169 
 
 48,50 
 
 Boalsburg Water Co. v. State 
 College Water Co., 240 
 Pa., 198, 209 39, 40, 105, 108 
 
 Boas V. Montello Brick Co., 
 3 Berks, 65; 20 D. R., 
 796 93, 109 
 
 Bole V. Belden Automobile 
 Transmission Co., 239 
 Pa., I 6g 
 
 V. Fulton, 233 Pa., 609 
 
 65,66, no 
 V. Murray, 233 Pa., 589 
 
 53,69,110 
 
 Boquet Distilling Co., Beth- 
 une's Admr. v., 2 
 Westm. L. J., 239 114 
 
 Borough, Pottstown & Read- 
 ing St. Rwy. Co. v., 29 
 Montg. Co. L. R., 21 281 
 
 Bowen, Whipple v., 5 Leh. C. 
 
 L- J-, 25 5 
 
 Bower v. United Gas Impt. 
 Co., 37 Pa. Super. Ct., 
 113 210 
 
 Bowman, Com. v., 35 Pa. 
 
 Super. Ct., 410 291 
 
 Boyer v. Nesbitt, 227 Pa., 398 48 
 
 Boyer's Appeal, 224 Pa., 144 63 
 
 Braddock Borough, Pgh. & 
 Allegheny Teleph. Co. 
 v., 43 Pa. Super. Ct., 
 456 186, 187 
 
 Brandenburg v. Coxe, 228 
 Pa., 212; 2 Berks, 72; 
 19 D. R., 17 120, 123, 132 
 
 Breen v. Pgh., Harmony B. 
 & N. C. Rwy. Co., 220 
 Pa., 612 272 
 
 Brentwood Realty Co. v. Sou- 
 der, 27 Montg. C. L. 
 R., 157 162 
 
 Bridge Co., Tilbury "v., 57 
 
 Pitts., 589 6 
 
 Brindley v. Walker, 221 Pa., 
 
 287 28 
 
S30 
 
 TABLE OF CASES. 
 
 Bristol Borough, Dorrance v., 
 
 224 Pa., 464 296,30s 
 
 Brock, Sternbergh v., 225 Pa., 
 
 V. ^ ^79 59 
 
 Erode v. Philadelphia, 230 
 
 Pa., 434; 18 D. R., 899 262 
 
 Bromeier, Keystone Wrap- 
 ping Machine Co. v., 42 
 Pa. Super. Ct., 384 
 
 6s, 71, 164, 174 
 
 Brown, Sloan v., 228 Pa., 495 80 
 V. Susquehanna Boom 
 Co., log Pa., 57 145 
 
 Brownsville Bridge Case, 39 
 Pa. C. C, 57 ; 20 D. R., 
 1077; 59 Pitts. L. J., 
 621 221 
 
 Buckwalter Stove Co. v. Cen- 
 tral Tr. & S. Co., 53 
 Pa. Super. Ct., 558 38 
 
 Buffalo & L. E. Traction Co., 
 Com. v., 14 Dau. Co. 
 Rep., 114; 233 Pa., 79 204 
 & L. E. Traction Co., 
 Weschler v., 51 Pa. 
 Super. Ct., 92 35 
 
 & Susquehanna R. R. Co., 
 Com. v., 14 Dau. Co. 
 Rep., 117; 41 Pa. C. C, 
 190 205 
 
 Bullock E. M. Co. V. Trac- 
 tion Company, 4 Leh., 
 12 119 
 
 Bulls Head Coal Co., Pellio 
 
 v., 224 Pa., 379 61 
 
 Head Coal Co., Pellio v., 
 231 Pa., 157 131 
 
 Burkhard v. Penna. Water 
 Co., 234 Pa^ 41; 58 
 Pitts., 338 2, 5, 105, 108 
 
 Burton Powder Co. v. Mc- 
 
 Nally Co., 57 Pitts., i 115 
 
 Bushkill Water Co.'s Bond, 18 
 D. R., 360; 36 Pa. C. 
 . C, 193 294 
 
 Business Assn. of Penna., 35 
 
 Pa. C. C, 475 9 
 
 Butler County, T. W. Phil- 
 lips Gas & Oil Co. v., 
 SI Pa. Super. Ct., 158 182 
 
 Calvert v. Pgh. Pickling Co., 
 
 60 Pitts. L. J., 596 90 
 
 Cambria Inclined Plane Co., 
 Com. v., 40 Pa. C. C, 
 479; 16 Dau. Co. Rep., 
 33 196 
 
 Cantor v. Kraft Mfg. Co., 18 
 
 D. R., 118 I 
 
 Carlenwright Lamp & B. 
 Co.'s Ins. Est., 44 Pa. 
 Super. Ct., 640 119 
 
 Carlisle & Mechanicsburg St. 
 
 Rwy. Co.'s Application, 
 
 unreported 183 
 
 Gas & Water Co., Com. 
 
 v., 14 Dau. Co. Rep., 
 
 133 204 
 
 Gas & Water Co., Com. 
 v., 14 Dau. Co. Rep., 
 142 204 
 
 Carsman, Rice & Hutchins N. 
 Y. Co. v., IS Luz. L. R., 
 435 163 
 
 Case Bros. Cutlery Co., Gi- 
 
 rard v., 225 Pa., 327 51 
 
 Casoli Mutual Relief Society 
 
 of Phila., 19 D. R., 543 10 
 
 Casselman River, 40 Pa. C. 
 
 C, 457 309 
 
 Catasauqua Borough, Clear 
 Springs Water Co. v., 
 3 Leh., 319; 231 Pa., 
 290 300 
 
 Centennial & Memorial Assn. 
 of Valley Forge, 235 
 Pa., 206 150 
 
 Market Co. v. McCarey, 
 18 D. R., 606 79 
 
 Central Dist. & Pr. Teleg. 
 Co. V. Clairton Bor- 
 ough, SI Pa. Super. 
 Ct., 649 285 
 
 Dist. & Printing Teleg. 
 Co. V. Davis, 17 D. R., 
 1036 285 
 
 Dist. & Printing Teleg. 
 Co. V. Freedom Bor- 
 ough, 20 D. R., 243; 58 
 Pitts., 305 284 
 
 Dist. & Printing Teleg. 
 Co., Monessen Borough 
 v., 51 Pa. Super. Ct., 
 452 187, 188 
 
 Printing & Publishing 
 House V. Gross, 13 Dau. 
 Co. Rep., 138; 38 Pa. 
 C. C, 21 26 
 
 Trust. & S. Co., Buck- 
 waiter Stove Co. v., 53 
 Pa. Super. Ct., SS8 38 
 
 Centre Twp. Comm'rs, Haines 
 Twp. Supervisors v., 
 16 D. R., 659 291 
 
 Chambersburg & Gettysburg 
 Elec. Rwy. Co., Leh- 
 man v., 224 Pa., 276 258 
 Borough V. Chambers- 
 burg Gas Co., 38 Pa. 
 Super. Ct., 311 211 
 
 Gas Co., Chambersburg 
 Borough v., 38 Pa. 
 Super. Ct., 311 211 
 
TABI<E OF CAS^S. 
 
 531 
 
 Charter Application, 21 D. R., 
 1125; 8 Schuyl. L,. R., 
 179 II 
 
 of Iron City Lodge No. 
 17, Improved Benevo- 
 lent and Protective 
 Order of Elks of the 
 World, 39 Pa. Super. 
 Ct., 36s 7 
 
 Chase v. Fisher, 239 Pa., 545 123 
 
 C. H. Coffroth & Co., Lira. 
 Com. v., 16 Dau. Co. 
 Rep., 76; 41 Pa. C. C, 
 102 192 
 
 Cheetham v. McCormick, 178 
 
 Pa., 186 57,269 
 
 Chester City, Bell Teleph. Co. 
 
 v., II Del. Co. R., 114 182 
 County Tr. Co., Nivin 
 v., 231 Pa., 31S 89 
 
 Chestnut Hill & S. H. Tpk. 
 Rd. Co. V. Montgom- 
 ery County, 228 Pa., i 289 
 Street Trust & Savings 
 Fund Co. V. Record 
 Publishing Co., 227 Pa., 
 23s; 18 D. R., sss 
 
 28, 32, 33, 3S, 36 
 
 Childs V. Adams, 43 Pa. 
 
 Super. Ct., 239 42 
 
 Chiropractors' Assn. of 
 
 Penna., 22 D. R., 559 11 
 
 Citizens' Elec. Co., Edison 
 Elec. 111. Co. v., 235 Pa., 
 492 247 
 
 Elec. Lt., Ht. & Pr. Co., 
 
 Hughes v., 226 Pa., 95 79 
 Elec. Co. V. Susquehanna 
 
 Boom Co., 227 Pa., 448 219 
 Pass. Rwy. Co., German- 
 town Pass. Rwy. Co. v., 
 151 Pa., 138 3 
 
 Water & Gas Co., Wil- 
 liamsport v., 232 Pa., 
 232 129, 304 
 
 City Saving Fund & Trust 
 Co., Groff v., 38 Pa. 
 Super. Ct., 567 112 
 
 Clairton Borough, Central 
 
 Dist. & Pr. Teleg. Co. 
 
 v., 51 Pa. Super. Ct., 
 
 649 28s 
 
 Steel Co., Com. v., 222 
 
 Pa., 293 203,205,254 
 
 Steel Co., Com. v., 12 
 Dau. Co. Rep., 19s ; 229 
 Pa., 246 205 
 
 Clarion County v. Clarion 
 Twp., 222 Pa., 350; 36 
 Pa. Super. Ct., 302 291 
 
 Twp., Clarion County v., 
 222 Pa., 350; 36 Pa. 
 Super. Ct., 302 291 
 
 Clark V. Freeport Clays, Pro- 
 ducts & Minerals Co., 
 52 Pa. Super. Ct., i 35 
 
 Clear Springs Water Co. v. 
 Catasauqua Borough, 3 
 Leh., 319; 231 Pa., 290 300 
 
 Clearview Water Supply Co., 
 
 Jacobs v., 220 Pa., 388 293 
 
 Clemens v. American Nat. Gas 
 Co., 39 Pa. C. C, 447 
 
 108, 253, 254 
 V. American Nat. Gas 
 Co., 21 D. R., 315 252 
 
 Clemson, Darlington v., 41 
 
 Pa. Super. Ct., 309 no 
 
 Clifton Heights Borough v. 
 Thomas Kent Mfg. Co., 
 220 Pa., 585 107 
 
 Coal Co., Jones v., 9 Lack., 
 
 379 . 40 
 
 Co., Yasivitis v., 16 Luz. 
 L. R., no 126 
 
 Cobaugh Colliet-y Co., Alt- 
 house v., 227 Pa., 580; 
 6 Schuyl., ^ 30, 31 
 
 Cochranton Borough v. Coch- 
 ranton Teleph. Co., 41 
 Pa. Super. Ct., 146 186 
 
 Teleph. Co., Cochranton 
 Borough v., 41 Pa. 
 Super. Ct., 146 186 
 
 Colonial Hotel Co., First Nat. 
 
 Bank v., 226 Pa., 292 32 
 
 Columbia Brewing Co., 
 Northern Elec. Mfg. 
 Co. v., 6 Schuyl., 23, 172 
 
 Commercial Nat. Bank v. 
 
 Kirk, 222 Pa., 567 42 
 
 Commonwealth v. A. B. Bax- 
 ter & Co., 235 Pa., 179 
 
 61, 175 
 
 V. A. B. Farquhar Co. 
 Lira., IS Dau. Co. Rep., 
 I ; 40 Pa. C. C, 473 192 
 
 V. American Sheet & Tin 
 Plate Co., 13 Dau. Co. 
 Rep., II 191 
 
 V. American Steel Hoop 
 Co., 226 Pa., 6; 11 
 Dau. Co. Rep., 92 191 
 
 V. American Trust Co., 
 241 Pa., 153; 21 D. R., 
 1064; IS Dau. Co. Rep., 
 54; 39 Pa. C. C, 469 288 
 
 V. Anthracite Savings 
 Bank of Wilkes-Barre, 
 14 Dau. Co., Rep., 91 206 
 
532 
 
 TABLE OF CASKS. 
 
 V. Atlantic Crushed Coke 
 Co., i6 Dau. Co. Rep., 
 ii; 41 Pa. C. C, 60 196 
 
 V. Banker Bros. Co., 38 
 Pa. Super. Ct., loi 189 
 
 V. Barrett Mfg. Co., 16 
 Dau. Co. Rep., 185 203 
 
 V. Bedford County Com- 
 missioners, 16 D. R. 
 353 291 
 
 V. Bell, 16 Dau. Co. Rep., 
 3 ; 40 Pa. C. C, 441 57, 269 
 
 V. Black Creek Impt. Co., 
 40 Pa. C. C, 621; 16 
 Dau. Co. Rep., 108 196 
 
 V. Blatchford, 2i D. R., 
 453; 16 Luz. L. R., 169 
 
 48,50 
 
 V. Bowman, 35 Pa. Super. 
 Ct., 410 291 
 
 V. Buffalo & I,. E. Trac- 
 tion Co., 14 Dau. Co. 
 Rep., 114; 233 Pa., 79 204 
 
 V. Buffalo & Susquehan- 
 na R. R. Co., 14 Dau. 
 Co. Rep., 117; 41 Pa. C. 
 C, 190 205 
 
 V. Cambria Inclined Plane 
 Co., 40 Pa. C. C, 479; 
 16 Dau. Co. Rep., 33 196 
 
 V. Carlisle Gas & Water 
 Co., 14 Dau. Co. Rep., 
 133 204 
 
 V. Carlisle Gas & Water 
 Co., 14 Dau. Co. Rep., 
 142 204 
 
 V. C. H. Coffroth & Co., 
 Lim., 16 Dau. Co. Rep., 
 76; 41 Pa. C. C, 102 192 
 
 V. Clairton Steel Co., 12 
 Dau. Co. Rep., 195; 
 229 Pa., 246 205 
 
 V. Clairton Steel Co., 
 222 Pa., 293 203,205,254 
 
 V. Consolidated Dressed 
 Beef Co., 142 Pa., 163; 
 16 Dau. Co. Rep., 79 200 
 
 V. Consolidated Teleph. 
 Cos. of Penna., 16 Dau. 
 Co. Rep., 112; 41 Pa. C. 
 
 c, 17 193 
 
 V. Cornplanters' Ref. Co., 
 15 Dau. Co. Rep., 93; 
 40 Pa. C. C, 72; 22 D. 
 R., 732 193 
 
 V. Corporation for the Re- 
 lief of the Widows and 
 Children of Clergymen 
 of the P. E. Church, 15 
 Dau. Co. Rep., 29 207 
 
 V. Curtis Publishing Co., 
 
 237 Pa., 333; 15 Dau. 
 Co. Rep., 122 197, 201 
 
 V. Custer City Chemical 
 Co., 40 Pa. C. C, 409; 
 16 Dau. Co. Rep., 49 200 
 
 V. Del., Lack. & W. R. R. 
 Co., 206 Pa., 64s 197 
 
 V. Dilworth, Porter & Co., 
 Lim., 16 Dau. Co. Rep., 
 IIS; 242 Pa., 194 200 
 
 V. Doe, 44 Pa. Super. Ct., 
 331 282 
 
 V. Donnelly, 40 Pa. Super. 
 Ct, 116 93 
 
 V. East Brady Caloric Co., 
 16 Dau. Co. Rep., 170 
 
 6, 146, 201 
 
 V. Egan, 234 Pa., 24 27,28 
 
 V. Equitable Life Assur- 
 ance Society of the U. 
 S., 239 Pa., 288; 15 Dau. 
 Co. Rep., 99 207 
 
 V. Excelsior Brick & 
 Stone Co., 14 Dau. Co. 
 Rep., 82; 233 Pa., 84 199 
 
 V. Eynon-Evans Mfg. Co., 
 48 Pa. Super. Ct., 474 189 
 
 V. Fidelity & Deposit Co. 
 of Maryland, 40 Pa. C. 
 C, 539; 16 Dau. Co. 
 Rep., 62 208 
 
 V. Filbert Paving & Con- 
 struction Co., 229 Pa., 
 231 ; 12 Dau. Co. Rep., 
 57 199 
 
 V. Gandy Belting Co., 12 
 Dau. Co. Rep., 167; 36 
 Pa. C. C, 493 191 
 
 V. Gandy Belting Co., 12 
 Dau. Co. Rep., 182; 37 
 Pa. C. C, 49 19s. 196 
 
 V. Girard Trust Co., 16 
 Dau. Co. Rep., 26; 40 
 Pa. C. C, 393;22D. R.. 
 771 1, 197 
 
 V. G. W. Ellis Co., 237 
 Pa., 328; 15 Dau. Co. 
 Rep., 90 192 
 
 V. Hawarth & Dewhurst, 
 Lim., 15 Dau. Co. Rep., 
 6; 40 Pa. C. C, 551 192 
 
 V. Hazelwood Savings & 
 Tr. Co., 38 Pa. C. C, 
 683; 14 Dau. Co. Rep., 
 129 197 
 
 V. Heilman, 241 Pa., 374 218 
 
 V. Highspire Distillery 
 Co., Lim., unreported 192 
 
 V. Hudson Coal Co., 14 
 Dau. Co. Rep., 137 204 
 
TABLE OF CASES. 
 
 533 
 
 V. Independence Trust 
 Co., 14 Dau. Co. Rep., 
 103; 233 Pa., 92 193 
 
 V. Independent Brewing 
 Co., 14 Dau. Co. Rep., 
 157 99 
 
 V. Iron City Trust Co., 11 
 Dau. Co. Rep., 31 ; 17 
 D. R., 924 116 
 
 V. Johnstown Pass. Rwy. 
 Co., 16 Dau. Co. Rep., 
 93 196 
 
 V. Keuhne, 42 Pa. Super. 
 Ct, 361 ; 18 D. R., 401 27 
 
 V. Knorr, 21 D. R., 784; 
 40 Pa. C. C, 32s 47 
 
 V. Lake Shore & M. S. 
 Rwy. Co., 14 Dau. Co. 
 Rep., 107 199 
 
 V. Leh. Val. R. R. Co., 16 
 Dau. Co. Rep., 164 205 
 
 V. Val. Transit Co., 14 
 Dau. Co. Rep., 88; 41 
 Pa. C. C, 187 20s 
 
 V. Lumber City Water 
 Co., 225 Pa., 317 96 
 
 V. Matheson Automobile 
 Co., 16 Dau. Co. Rep., 
 14; 41 Pa. C. C, 20 193 
 
 V. Miners' Savings Bank 
 of Wilkes-Barre, 14 
 Dau. Co. Rep., 95 206 
 
 V. Mint Realty Co., 15 
 Dau. Co. Rep., 23 198 
 
 V. Monongahela Val. Bank 
 of Duquesne, 239 Pa., 
 
 254 117 
 
 V. Mortgage Trust Co. of 
 
 Penna., 227 Pa., 163 ; 12 
 
 Dau. Co. Rep., 24 206 
 
 V. Mountain Ice Co., 40 
 
 Pa. C. C, 482; 16 Dau. 
 
 Co. Rep., 38; 22 D. R., 
 
 670 192 
 
 V. National Steel Co., 13 
 
 Dau. Co. Rep., 7 191 
 
 V. Tube Co., 13 Dau. Co. 
 
 Rep., 3 191 
 
 V. Nesbitt, 14 Luz., 323 50 
 V. New York & Penna. 
 
 Co., 40 Pa. C. C, 413; 
 
 16 Dau. Co. Rep., 51 200 
 V. New York C. & H. R. 
 
 R. R. Co., 14 Dau. Co. 
 
 Rep., 68 203 
 
 V. Nolde, I Berks, 265; 3 
 
 Leh., 205 ; 44 Pa. Super. 
 
 Ct., Ill 163 
 
 V. Penn Traffic Co., 40 
 
 Pa. C. C, 477; 16 Dau. 
 
 Co. Rep., 36 196 
 
 V. Penna. Guarantee Co., 
 II Dau. Co. Rep., 273 in 
 
 V. Penna. R. R. Co., 232 
 Pa., 183 29s 
 
 V. People's Bank of 
 Wilkes-Barre, 14 Dau. 
 Co. Rep., 85 206 
 
 V. Phila. Mfrs. Mut. Fire 
 Ins. Co., 242 Pa., 203; 
 16 Dau. Co. Rep., 105 ; 
 41 Pa. C. C, 105 207 
 
 V. Phila. Mortgage & 
 Trust Co., 40 Pa. C. C, 
 62 ; IS Dau. Co. Rep., 
 g6 204 
 
 V. Pgh., B. & L. E. R. R. 
 Co., 14 Dau. Co. Rep., 
 146 196 
 
 V. Pgh. Brewing Co., 14 
 Dau. Co. Rep., 174 99 
 
 V. Pittsburgh Stock Ex- 
 change, 57 Pitts., 153 25, 26 
 
 V. Provident Life & Trust 
 Co. of Phila., 12 Dau. 
 Co. Rep., 104 196 
 
 V. Provident Life & Trust 
 Co., 40 Pa. C. C, 380, 
 384; 16 Dau. Co. Rep., 
 120; 22 D. R. 773 196 
 
 V. Pullman Co., 16 Dau. 
 Co. Rep., 142; 40 Pa. 
 C. C, 672 196 
 
 V. P. W. Finn Construc- 
 tion Co., 21 D. R., 644; 
 60 Pitts. L. J., 183 17 
 
 V. Reliance Safe Deposit 
 & Tr. Co., 40 Pa. C. C, 
 571 ; 16 Dau. Co. Rep., 
 124 212 
 
 V. Rhoads, 17 D. R., 583 27 
 
 V. Roydhouse, 233 Pa., 
 234; 13 North. Co. Rep., 
 88 46, 49 
 
 V. Samuel Black Co., 223 
 Pa., 74; 34 Pa. Super. 
 Ct, 431 188 
 
 V. Schwartzchild & Sultz- 
 berger Co., 12 Dau. Co. 
 Rep., 159; 19 D. R., 
 1035 19s 
 
 V. Schwartzschild & Sultz- 
 berger Co., 14 Dau. Co. 
 Rep., 30; 38 Pa. C. C, 
 265 191 
 
 V. Shelby Steel Tube Co., 
 13 Dau. Co. Rep., i 191 
 
 V. Smith, 19 D. R., 638; 
 37 Pa. C. C, 625 47 
 
 V. Stager, 20 D. R., 650 48 
 
 V. Standard Trust Co., 
 31 Pa. C. C, 206 154 
 
534 
 
 TABLE O? CASES. 
 
 V. Star Brewing Co., 14 
 
 Dau. Co. Rep., 167 99 
 
 V. Textile Fire Ins. Co., 
 
 11 Dau. Co. Rep., 51 
 
 116, 117 
 V. Tonopah Mining Co. 
 
 of Nevada, 12 Dau. Co. 
 
 Rep,, 91 191 
 
 V. Tonopah Mining Co., 
 
 12 Dau. Co. Rep., 95 ; 
 
 ig D. R., 260 197 
 
 V. Tradesmen's Trust Co. 
 of Phila., 237 Pa., 316 15s 
 
 V. Union Surety & Guar- 
 anty Co., 37 Pa. Super. 
 Ct., 167 112 
 
 V. Union Surety & Guar- 
 anty Co., 14 Dau. Co. 
 Rep., 21 112, 113 
 
 V. Union Trust Co. of 
 Pittsburgh, 237 Pa., 
 353; 15 Dau. Co. Rep., 
 no 206 
 
 V. United States Fidelity 
 & Guaranty Co., 18 D. 
 R., 656 166 
 
 V. Vandegrift, 232 Pa., 53 46 
 
 V. Victor Brewing Co., 14 
 Dau. Co. Rep., 181 99 
 
 V. Welsbach Co., 16 Dau. 
 Co. Rep., 130 202 
 
 V. White Haven Water 
 Co., II Dau. Co. Rep., 
 22 203 
 
 V. White Haven Water 
 Co., 16 Dau. Co. Rep., 
 1 196 
 
 V. William M. Lloyd Co., 
 15 Dau. Co. Rep., 149 204 
 
 V. Wineman, 21 D. R., 
 911 27 
 
 V. York Silk Milling Co., 
 192 Fed. Rep., 81 193 
 
 Commonwealth T. I. & Tr. 
 Co. V. Seltzer, 227 Pa., 
 410 29,43,45,1x5 
 
 Company "D," Irish Volun- 
 teers, 21 D. R., 913 II 
 Coney Island Amusement Co. 
 V. Philips & Wells, 18 
 D. R., 789 127 
 Connell, Interstate Distribu- 
 ting Co. v., 46 Pa. 
 Super. Ct., 551 144, ISO 
 Connolly, Kinter v., 233 Pa., 
 
 5 16,17,41,287 
 
 Land Title & Trust Co. 
 v., 233 Pa., I 16,41,287 
 
 Conoy Twp. Supervisors v. 
 York Haven Electric 
 Power Plant Co., 222 
 Pa., 319 181 
 
 Consolidated Dressed Beef 
 Co., Com. v., 142 Pa., 
 163 ; 16 Dau. Co. Rep., 79 200 
 Teleph. Cos. of Penna., 
 Cora, v., 16 Dau. Co. 
 Rep., 112; 41 Pa. C. C, 
 
 17 193 
 
 Teleph. Cos. of Penna. v. 
 Slate Belt Teleph. & 
 Teleg. Co., 13 Dau. Co. 
 Rep., 86 28s 
 
 Teleph. Cos. of Penna. v. 
 Wilkes-Barre, 17 D. R., 
 487. 284 
 
 Construction Company, Tenth 
 National Bank v., 227 
 Pa., 354 IIS 
 
 Consumers' Box, Board & 
 Paper Co., Baker's Ex- 
 ecutors v., 20 D. R., 
 899; 28 Lane. L. R., 
 173; 25 York L. R., 8i 90 
 Box, Board & Paper Co., 
 Baker's Executors v., 
 
 21 D. R., 113; 28 Lane. 
 
 L. R., 297 82,85 
 
 Continental Railroad Co., 12 
 
 Dau. Co. Rep., 190; 36 
 
 Pa. C. C, 450 108 
 
 Coolbaugh V. Herman, 221 
 
 Pa., 496 49 
 
 V. Kinsey, II North., 242 50 
 Co-operative Assn., Yeagley 
 
 v., 22 York, 116 241 
 
 Cornell v. Seddinger, 237 Pa., 
 
 389 41, 42, 94 
 
 Cornplanters' Ref. Co., Com. 
 
 v., 15 Dau. Co. Rep., 
 
 93; 40 Pa. C. C, 72; 
 
 22 D. R., 732 193 
 Corporation for the Relief of 
 
 the Widows and Chil- 
 dren of Clergymen of 
 the P. E. Church, Com. 
 v., 15 Dau. Co. Rep., 
 29 207 
 
 Cosmopolitan National Bank, 
 
 Hanly v., 20 D. R., 401 62 
 
 Coudersport Borough, Bell 
 Teleph. Co. v.. 20 D. R., 
 346; 38 Pa. C. C, 33 188 
 Borough, N. Y. & Penna. 
 Teleph. & Teleg. Co. v., 
 49 Pa. Super. Ct., 46 187 
 
 Cox V. Phila. City Pottery 
 Co., 38 Pa. Super. Ct., 
 545 30 
 
 Coxe, Brandenburg v., 228 
 Pa., 212; 2 Berks, 72; 
 19 D. R., 17 120. 123, 132 
 
 Craven, Morgan v., 59 Pitts., 
 
 752 no 
 
TABLfi OF CASES. 
 
 535 
 
 Crawford v. Dollar Savings 
 Fund & Trust Co., 236 
 Pa., 206 81 
 
 Cribbs, Hawthorn Bottle Co. 
 v., 39 Pa. C. C, 374; 
 51 Pa. Super. Ct., 555 67 
 
 Cunard S. S. Co., Fisher v., 18 
 
 D. R., 1072 128 
 
 .Curtis Publishing Co., Com. 
 v., 237 Pa., 333 ; 15 Dau. 
 Co. Rep., 122 197, 201 
 
 Custer City Chemical Co., 
 Com. v., 40 Pa. C. C, 
 409; 16 Dau. Co. Rep., 
 49 200 
 
 Dams in Delaware River, 21 
 
 D. R., 319 309 
 
 Danville & Bloomsburg St. 
 Rwy. Co., Del., Lack. 
 & West. R. R. Co. v., 
 221 Pa., 149 278 
 
 Darlington v. Clemson, 41 Pa. 
 
 Stiper. Ct., 309 no 
 
 Daugherty's Case, 51 Pa. 
 
 Super. Ct., 120 260 
 
 Davis, Central Dist. & Pr. 
 Teleg. Co. v., 17 D. R., 
 1036 285 
 
 Deardoff, Receivers v., 25 
 
 York L- R., 113 172 
 
 Deckman, Mechanicsburg Gas 
 & Water Co. v., 23 
 York L. R., no 182 
 
 Decorative Trades Assn. of 
 Phila., 18 D. R., 180 ; 36 
 Pa. C. C, ns; 18 D. R., 
 S03 I 
 
 DeForest v. Northwest Town- 
 site Co., 236 Pa., 12s; 
 241 Pa., 78 27 
 
 De Haven v. O'Rourke, 17 D. 
 
 R., 445 289 
 
 V. Pratt, 223 Pa., 633 289 
 
 De La Rigaudiere v. Standard 
 Mutual Life Ins. Co., 
 19 D. R., 618, 37 Pa. C. 
 C, S2I 125, 128 
 
 Delaware & Atlantic Teleg. & 
 
 Teleph. Co.'s Petition, 
 
 224 Pa., 55 ; 37 Pa. 
 
 Super. Ct, 151 185 
 
 Lack. & W. R. R. Co., 
 
 Com. v., 206 Pa., 64s 197 
 Lack. & West, R. R. Co. 
 V. Danville & Blooms- 
 burg St. Rwy Co., 221 
 Pa., 149 278 
 
 Lack. & W. R. R. Co. V. 
 
 Penna., 198 U. S., 341 197 
 Lack. & W. R. R. Co. v. 
 Welser, 233 Pa.. IS4 99 
 
 De Witt Wire Cloth Co. v. 
 Griffith, 45 Pa. Super. 
 Ct., 273 132 
 
 Diamond State Steel Co., 
 Somerset Coal Co. v., 
 224 Pa., 217 118 
 
 Didier March Co., F. H. 
 Clement & Co. v., 13 
 North. C. R., 293; 22 
 D. R., 731 175 
 
 Dietrich, Kutztown Water 
 
 Co. v., I Berks, 67 30 
 
 Dilworth Coal Co., Guarantee 
 Title & Trust Co. v., 
 235 Pa., 594; 84 Atlan- 
 tic, S16 86 
 Porter & Co., Lim., Com. 
 v., 16 Dau. Co. Rep., 
 lis; 242 Pa., 194 200 
 
 Dime Dep. & Disc. Bank v. 
 Standard Knitting 
 
 Works, 12 Lack. J., 353 92 
 
 Distilling Co., Miller v., 22 
 
 York, 183 119 
 
 Dodson, Stephenson v., 36 
 
 Pa. Super. Ct., 343 161 
 
 Doe, Com. v., 44 Pa. Super. 
 
 Ct., 331 282 
 
 Dollar Savings Fund & Trust 
 Co., Crawford v., 236 
 Pa., 206 81 
 
 Donaldson v. Rabenhold, S 
 
 Berks Co. L. J., 282 70 
 
 V. Rollman, s Berks, 291 67 
 
 Donnelly, Com. v., 40 Pa. 
 
 Super. Ct., 116 93 
 
 Keystone Bank v., 21 D. 
 R., 621 133 
 
 Dorrance v. Bristol Borough, 
 
 224 Pa., 464 296, 305 
 
 Douglass-Whisler Brick Co. 
 V. Simpson, 233 Pa., 
 515 43,44 
 
 Doylestown & D. Tpk. Rd. 
 Co. V. Phila. & Easton 
 Elec. Rwy. Co., 49 Pa. 
 Super. Ct., 381 98 
 
 Dreutlein, Foust v., 237 Pa., 
 
 108 101 
 
 Dunbar Furnace Co. v. Penna. 
 R. R. Co., 237 Pa., 192, 
 201 165 
 
 Dyer v. Phila. & W. Rwy. 
 Co., 28 Montg. C. L. R., 
 18 259 
 
 Dyson, West v., 230 Pa., 619 86 
 
 East Brady Caloric Co., Com. 
 v., 16 Dau. Co. Rep., 
 170 6, 146, 201 
 
 East Lampeter Twp. v. Maig- 
 nen Filter Plant, 19 D. 
 R., 479; 26 Lane, 396 179 
 
536 
 
 TABLE Of CASES. 
 
 Liberty Lodge No. 58 
 Loyal Order of Moose, 
 21 D. R., 438; 60 Pitts. 
 L. J., 258 11,217 
 
 McKeesport Water Co., 
 Gillis v., 56 Pitts., 28s 299 
 
 Eastman v. Trotter Water 
 
 Co., 222 Pa., 3SS 293 
 
 Easton City v. Easton Tran- 
 sit Co., 12 North. 93 ; 
 
 1 Municip., 158 271 
 Transit Co., Easton City 
 
 v., 12 North., 93; I 
 
 Municip., 158 271 
 
 East Pittsburg, United Elec. 
 
 Lt. Co. v., 230 Pa., 65 246 
 Easttown Twp. v. Merion & 
 
 Radnor Gas & Elec. 
 
 Co., 35 Pa. C. C, 497; 
 
 18 D. R., 400 211 
 
 Eaton, Happersett v., 19 D. 
 
 R., 640; 38 Pa. C. C, 
 
 2 175 
 Eavenson, Loan Society of 
 
 Phila. v., 241 Pa., 65 177 
 
 Ebbvale Mining Co., Hartzell 
 
 v., 239 Pa., 602 33 
 
 Eckman v. Penna. Coal Co., 
 
 21 D. R., 18 124 
 
 Economy Improvement Co. v. 
 Woodlawn Elec. St. 
 Rwy. Co., 19 D. R., 491 ; 
 57 Pitts., 273 272, 280, 281 
 
 Edison Elec. 111. Co. v. Citi- 
 zens' Elec. Co., 235 Pa., 
 492 247 
 
 Elec. 111. Co., Steinman v., 
 43 Pa. Super. Ct., 77; 
 26 Lane, 178 242 
 
 Edlis Barber Supply Co., Bar- 
 clay v., 39 Pa. Super. 
 Ct., 482 121 
 
 Edwards v. Pgh. Junction R. 
 
 R. Co., 215 Pa., 597 3 
 
 Egan, Com. v., 234 Pa., 24 27, 28 
 
 Emaus Borough, Mountain 
 Water Co. v., 43 Pa. 
 Super. Ct., 179 305 
 
 Emerich, SchoU v., 36 Pa. 
 
 Super. Ct., 404 loi 
 
 Empire Mfg. Co. v. Hench & 
 
 Drumgold, 15 D. R., 659 124 
 Track Brake Co., Holman 
 v., 28 Lane. L. R., 183 32 
 
 Epiphany Church, 18 D. R., 
 
 390 12 
 
 Equitable Life Assurance So- 
 ciety of the U. S., Com. 
 v., 239 Pa., 288; 15 
 Dau. Co. Rep., 99 207 
 
 Erie V. Erie Traction Co., 222 
 
 Pa., 43 270 
 
 City Pass. Rwy. Co., Tay- 
 lor v., 37 Pa. Super. 
 Ct., 292 281 
 
 Traction Co., Erie v., 222 
 Pa., 43 270 
 
 Esmark, Folsam Real Estate 
 Co. v., 38 Pa. Super. 
 Ct., 580 38 
 
 Everett, First Nat. Bank of 
 Freeland v., 228 Pa., 
 272 22 
 
 Evitts Creek Water Co.'s Ap- 
 plication, 14 Dau. Co. 
 Rep., 196 307 
 
 Excelsior Company v. Sun 
 
 Company, 11 Del., 294 166 
 Brick & Stone Co., Com. 
 v., 14 Dau. Co. Rep., 82 ; 
 233 Pa., 84 199 
 
 Eynon-Evans Mfg. Co., Com. 
 v., 48 Pa. Super. Ct., 
 474 189 
 
 Fahs V. York Bridge Co., 18 
 D. R., 381; 10 Lack., 
 146 125 
 
 Fairchance Window Glass Co. 
 V. Star Gas Co., 36 Pa. 
 C. C, 338; 18 D. R., 
 544 253 
 
 Fairhill Railroad Co., Phila- 
 delphia v., 41 Pa. Super. 
 Ct., 245 180 
 
 Fearon v. Little, 227 Pa., 348 63 
 
 Federal Glass Co. v. Lorentz, 
 
 49 Pa. Super. Ct., 585 163 
 St. & P. Val. Pass. R. R. 
 Co. V. Pittsburgh, 226 
 Pa., 419 180 
 
 Fell V. Schlieper, 39 Pa. C. C, 
 461; 21 D. R., 989; 60 
 Pitts. L. J., 262 111,173 
 
 Fenner v. Prudential Ins. Co., 
 19 D. R., 15; 14 Luz., 
 231 127 
 
 Ferndale Borough, Johnstown 
 Teleph. Co. v., 47 Pa. 
 Super. Ct., 461 188 
 
 F. H. Clement & Co. v. Didier 
 March Co., 13 North. C. 
 R., 293; 22 D. R., 731 175 
 
 Fidelity & Deposit Co. of 
 Maryland, Com. v., 40 
 Pa. C. C, 539; 16 Dau. 
 Co. Rep., 62 208 
 
 Filbert Paving & Construc- 
 tion Co., Com. v., 229 
 Pa., 231 ; 12 Dau. Co. 
 Rep., 57 199 
 
 Finletter v. Appleton, 195 Pa., 
 
 349 52 
 
 First Nat. Bank of Cambridge 
 Springs, Peoples' Bank 
 
TABLE OF CASES. 
 
 537 
 
 of Erie v., 39 Pa. C. C, 
 113; 59 Pitts. L. J., 653 21S 
 Nat. Bank v. Colonial 
 
 Hotel Co., 226 Pa., 292 32 
 Nat. Bank of Allegheny 
 V. Jos. Fleming & Co., 
 226 Pa., 416 34,35 
 
 Nat. Bank of Bangor v. 
 American Bangor Slate 
 Co., 229 Pa., 27; 18 D. 
 R., 564; 36 Pa. C. C, 
 65 33, 37, 132 
 
 Nat. Bank of Freeland v. 
 Everett, 228 Pa., 272 22 
 
 Fisher, Chase v., 239 Pa., 545 123 
 V. Cunard S. S. Co., 18 
 D. R., 1072 128 
 
 Flickinger, Berg v., 38 Pa. 
 
 Super. Ct., 433 62 
 
 Flory Mfg. Co. v. Bangor 
 Slate Co., 18 D. R., 564 ; 
 36 Pa. C. C, 65; II 
 North., 330 36, 119 
 
 Flynn v. Bellevue Coal Co., 
 
 12 Lack. J., 327 44,45 
 
 Folsom Real Estate Co. v. 
 Esmark, 38 Pa. Super. 
 Ct., 580 38 
 
 Forty-seventh Ward Republi- 
 can Club, 17 D. R., 509 10 
 
 Fourth Street Club, 18 D. R., 
 
 1039 10 
 
 Ward Democratic Club, 
 20 D. R., 841 8, 10 
 
 Foust V. Dreutlein, 237 Pa. 
 
 108 lOI 
 
 Freedom Borough, Central 
 Dist. Pr. & Teleg. Co. 
 v., 20 D. R., 243; s8 
 Pitts., 305 284 
 
 Freeport Clays, Products & 
 Minerals Co., Clark v., 
 52 Pa. Super. Ct., i 35 
 
 French v. Harding, 235 Pa., 
 79; 46 Pa. Super. Ct., 
 363 52, 122 
 
 Frick & Lindsay Co. v. Mary- 
 land, Penna. & W. Va. 
 Teleph. Co., 44 Pa. 
 Super. Ct., 518 128 
 
 Fulton, Bole v., 233 Pa., 609 
 
 65, 66, 1 10 
 
 Furlong v. Montgomery 
 Rapid Tr. Co., 20 D. R., 
 775; 27 Montg. L. R., 
 77 119 
 
 Gallagher v. McAdams, 49 
 
 Pa. Super. Ct., 81 51 
 
 Gandy Belting Co., Com. v., 
 12 Dau. Co. Rep., 167; 
 36 Pa. C. C. 493 191 
 
 35 
 
 Belting Co., Com. v., 12 
 Dau. Co. Rep., 182; 37 
 Pa. C. C, 49 195. 196 
 
 Garrett, Hower v., 36 Pa. C. 
 
 C, 33; 18 D. R., 847 232 
 V. Phila. Lawn Mower 
 Co., 39 Pa. Super. Ct., 
 78 62, 64 
 
 V. Williamson Lodge, 50 
 Pa. Super. Ct., 479; 239 
 Pa., 474 13, 14 
 
 Garrett's Run Gas Co., Kit- 
 tanning Borough v., 35 
 Pa. Super. Ct., 167 182 
 
 Gaysport Borough, Penna. 
 Teleph. Co. v., 17 D. R., 
 300 i8s 
 
 Gearhart v. Standard Steel 
 
 Car Co., 223 Pa., 385 53 
 
 Geisel's Executor, Spider 
 Lake Saw Mill & Lum- 
 ber Co. v., 36 Pa. C. C, 
 625; 19 D. R., 959; 12 
 Dau. Co. Rep., 248 164 
 
 George v. American Nat. Gas 
 
 Co., I Westm. L. J., 34 34 
 Hogg Co., Hodder v., 223 
 
 Pa., 196 23, 24 
 
 W. Ruch & Co., Hyne- 
 man. Receiver v., 18 D. 
 R., 68 120 
 
 Gerhard's Executrix, Agnew 
 Company's Receiver v., 
 41 Pa. C. C, 173 172 
 
 German Beneficial Union, 
 Hayes v., 35 Pa. Super. 
 Ct., 142 19,20,217 
 
 Germania Refining Co. v. 
 Alum Rock Gas Co., 
 226 Pa,, 433 252 
 
 Germantown Dairy Co. v. Mc- 
 
 Callum, 223 Pa., 554 166 
 Pass. Rwy. Co. v. Citi- 
 zens' Pass. Rwy. Co., 
 151 Pa., 138 3 
 
 Gettysburg v. United Teleph. 
 
 Co., 19 D. R., 875 186 
 
 Borough V. Gettysburg 
 Transit Co., 36 Pa. 
 Super. Ct., 598 180 
 
 Transit Co., Gettysburg 
 Borough v., 36 Pa. 
 Super. Ct., 598 180 
 
 Gillis V. East McKeesport 
 Water Co., 56 Pitts., 
 285 299 
 
 Girard v. Case Bros. Cutlery 
 
 Co., 225 Pa., 327 51 
 
 Trust Co. V. Avonmore 
 Land & Impt. Co., 221 
 Pa., 52 91 
 
538 
 
 TABLE OF CASES. 
 
 Trust Co., Com. v., i6 
 Dau. Co. Rep., 26; 40 
 Pa. C. C, 393;22D. R., 
 
 771 197 
 
 Trust Co., Lehigh Valley 
 Coal Co. v., 19 D. R., 
 584; 231 Pa., 239 91 
 
 Trust Co., Transit Co., 8 
 Schuyl. L. R., 236 45 
 
 Goetz's Estate, 236 Pa., 630, 
 
 638 319 
 
 Grand Laundry Co., 36 Pa., 
 
 C. C, 405; 12 Dau. Co. 
 Rep., 259; 19 D. R., 428 192 
 
 Grant Street Reformed Pres- 
 byterian Church's Ap- 
 peal, 238 Pa., 419 50, 109 
 
 Grausam, Quirk Milling Co. 
 
 v., 15 Luz., 218 161 
 
 Green Mountain M. & M. Co., 
 Lowman v., 59 Pitts. L. 
 J., 218 176 
 
 Greensboro Gas Co. v. Home 
 Oil & Gas Co., 222 Pa., 
 
 4 40 
 
 Greensburg Borough v. West- 
 moreland Water Co., 
 240 Pa., 481 96, 306 
 
 Greenville Borough, Union 
 Teleph. Co. of Erie v., 
 36 Pa. C. C, 197; 18 
 
 D. R., 932 187 
 Greer, Hosack v., 57 Pitts., 
 
 323 120 
 
 Grier, Anthony v., 16 Luz., 
 
 327 18 
 
 Griffith, De Witt Wire Cloth 
 
 Co. v., 45 Pa. Super. 
 
 Ct., 273 132 
 
 Gring V. Sinking Spring 
 
 Water Co., 3 Berks, 
 
 215; 20 D. R., 8pi, 295 304 
 Groff V. City Saving Fund & 
 
 Trust Co., 38 Pa. Super. 
 
 Ct., 567 112 
 
 Gross, Central Pr. & Pub. 
 
 House v., 13 Dau. Co. 
 
 Rep., 138; 38 Pa. C. C, 
 
 21 26 
 
 Guarantee Title & Trust Co. 
 
 V. Dilworth Coal Co., 
 
 235 Pa., 594; 84 Atlan- 
 tic, S16 86 
 Guzinsky, Hazleton Overall 
 
 Co. v., 6 Schuyl., 318 124 
 G. W. Ellis Co., Com. v., 237 
 
 Pa., 328; 15 Dau. Co. 
 
 Rep., 90 192 
 
 Haddock v. Plymouth Coal 
 
 Co., 237 Pa., 37 117 
 
 Haines, Kuebler v., 229 Pa., 
 
 274 120 
 
 Twp. Supervisors v. Cen- 
 tre County Comm'rs, 16 
 D. R., 659 291 
 
 Hall's Safe Co. v. Walenk, 42 
 Pa. Super. Ct., 576; 
 10 Lack., 353 162 
 
 Hammond, Provident Life & 
 Trust Co. v., 230 Pa., 
 
 407 195 
 
 Hanly v. Cosmopolitan Nat. 
 
 Bank, 20 D. R., 401 62 
 
 Hannum v. Media, M. A. & C. 
 Elec. Rwy. Co., 221 Pa., 
 454 257, 280 
 
 Hano, Samuel Hano Co. v., 
 
 224 Pa., 212 173 
 
 Hanover & McSherrystown, 
 
 Miller v., 240 Pa., 393 298 
 
 Happersett v. Eaton, 19 D. R., 
 
 640; 38 Pa. C. C, 2 17s 
 
 Harding, French v., 235 Pa., 
 79; 46 Pa. Super. Ct, 
 363 52, 122 
 
 Harmony Land Co., Monon- 
 gahela Nat. Bank v., 
 226 Pa., 440 33 
 
 Harrisburg, Bell Teleph. Co. 
 v., 14 Dau. Co. Rep., 
 206; 40 Pa. C. C, 50; 
 IS Dau. Co. Rep., 121 ; 
 S3 Pa. Super. Ct. 45S 182 
 
 Hart, Lehigh Val. R. R. Co. 
 
 v., 16 Luz. L. R., 61 179 
 
 Hartzell v. Ebbvale Mining 
 
 Co., 239 Pa., 602 33 
 
 Harvey v. Weitzenkom, 232 
 
 Pa., 447; IS Luz., 240 68 
 
 Harwood Coal Co. v. Hazle- 
 ton Water Co., is Luz., 
 114 105,298 
 
 Hauser, Susquehanna & York 
 Borough Tpk. Co. v., 20 
 D. R., II 291,292 
 
 Hawarth & Dewhurst, Lim., 
 Com. v., 15 Dau. Co. 
 Rep., 6; 40 Pa. C. C, 
 551 19a 
 
 Hawthorn Bottle Co. v. 
 Cribbs, 39 Pa. C. C, 
 374; SI Pa. Super. Ct., 
 
 555 ^ ^ . 67 
 
 Hayes v. German Beneficial 
 Union, 35 Pa. Super. 
 Ct., 142 19,20,217 
 
 Hazleton City v. Hazleton 
 Elec. Lt. & Pr. Co., 14 
 Luz. L. R., 431 188 
 
 Elec. Lt. & Pr. Co., Ha- 
 zleton City v., 14 Luz. 
 L. R., 431 188 
 
 Overall Co. v. Guzinsky, 
 6 Schuyl., 318 124 
 
TABLE OF CASES. 
 
 539 
 
 Water Co., Harwood Coal 
 Co. v., IS Luz., 114 105,298 
 
 Hazelwood Savings & Tr. Co., 
 Com. v., 38 Pa. C. C, 
 683; 14 Dau. Co. Rep., 
 129 197 
 
 Savings & Tr. Co., Mun- 
 hall v., 59 Pitts. L. J., 
 199 81 
 
 H. C. Fox & Sons, Inc., Tan- 
 ner v., 21 D. R., 1030; 
 40 Pa. C. C, 136 249 
 
 Hebb V. Hebb Coke Drawer 
 Co., 37 Pa. C. C, 354; 
 20 D. R., 199; 57 Pitts., 
 62s 40, 44, s6, 67 
 
 Coke Drawer Co., Hebb 
 v., 37 Pa. C. C, 354 ; 20 
 D. R., 199; 57 Pitts., 
 62s 40,44.56,67 
 
 Hebrew Free Loan Assn., 18 
 
 D. R., 1070 13 
 
 Heidrick v. Pgh., Summer- 
 ville & Clarion R. R. 
 Co., 239 Pa., 29 44 
 
 Heilman, Com. v., 241 Pa., 
 
 374 218 
 
 Hellam Distilling Co., Miller 
 
 v., 27 York, 5 8s 
 
 Hench & Drumgold, Empire 
 Mfg. Co. v., 15 D. R., 
 659 124 
 
 Henry C. Patterson Co., Rus- 
 sel v., 48 Pa. Super. Ct., 
 
 571 31,32 
 
 C. Patterson Co., Russel 
 v., 232 Pa., 113 29,30 
 
 Herman, Coolbaugh v., 221 
 
 Pa., 496 49 
 
 Herron v. Murray, 57 Pitts., 
 
 638 36 
 
 H. F. Watson Co., Sterling 
 
 v., 241 Pa., 105 60 
 
 Highspire Distillery Co., Lim., 
 
 Com. v., unreported 192 
 
 Highway Occupancy, 22 D. 
 R., 117; 16 Dau. Co. 
 Rep., 40; 40 Pa. C. C, 
 562 292 
 
 Hilliard v. Sterlingworth 
 Rwy. Supplies Co., 221 
 Pa., S03 "8 
 
 Hodder v. George Hogg Co., 
 
 223 Pa., 196 23,24 
 
 V. Hogg, 230 Pa., 9 31 
 
 Hogg, Hodder v., 230 Pa., 9 3i 
 
 Hollidaysburg Borough, Pos- 
 tal Teleg. Cable Co. v., 
 17 D. R., 298 185 
 
 HoUopeter, Minnick v., 15 
 
 Luz., 9 I-- 
 
 Holman v. Empire Track 
 Brake Co., 28 Lane. L. 
 R., 183 32 
 
 Home Life Ins. Co. of Amer- 
 ica, Southard v., 19 D. 
 R., 669 128 
 
 Oil & Gas Co., Greens- 
 boro Gas Co. v., 222 
 Pa., 4 40 
 
 Homeopathic M. & S. Hos- 
 pital, Schantz v., 5 
 Berks, C. L. J., 95. I79 94 
 
 Hosack V. Greer, 57 Pitts., 
 
 323 120 
 
 Houston Borough v. Wash- 
 ington & Canonsburg 
 Rwy. Co., 234 Pa., 245 284 
 
 Howard v. African Episcopal 
 Church, 52 Pa. Super. 
 Ct., 116 47 
 
 Howell's Estate, 17 D. R., 410 150 
 
 Hower v. Garrett, 36 Pa. C. 
 
 C, 33\ 18 D. R., 847 232 
 
 Hudelson v. Lehigh Val. R. 
 R. Co., 36 Pa. C. C, 
 245; 19 D. R., 775 I2S 
 
 Hudson Coal Co., Com. v., 
 
 14 Dau. Co. Rep., 137 204 
 
 Huegle V. Bean, 43 Pa. Super. 
 
 Ct., 352 78 
 
 Hughes V. Citizens' Elec. Lt., 
 Ht. & Pr. Co., 226 Pa., 
 
 95 79 
 
 Hulton Dyeing & Finishing 
 Co., McKibbin v., 227 
 
 TT ^^•' '43 . „ 37 
 
 Hyneman, Receiver v. Geo. 
 
 W. Ruch & Co., 18 D. 
 
 R., 68 120 
 
 Imperial Window Glass Co., 
 
 Lemon v., 60 Pitts. L. 
 
 J.. 185 119 
 
 Independence Trust Co., Com. 
 
 v., 14 Dau. Co. Rep., 
 
 103; 233 Pa., 92 193 
 
 Independent Brick Co. v. Bid- 
 die, 17 D. R., 1083 161 
 Brewing Co., Com. v., 14 
 
 Dau. Co. Rep., 157 99 
 
 International Mutual Benefit 
 
 Society, 18 D. R., 681; 
 
 36 Pa. C. C, 109 216 
 
 Insolvent Ins. Cos., 22 D. R., 
 
 169 396 
 
 Interstate Distributing Co. v. 
 
 Connell, 46 Pa. Super. 
 
 Ct., SSI 144, 150 
 
 Securities Co. v. Third 
 
 Nat. Bank, 231 Pa., 422 39 
 Securities Co. v. Third 
 
 Nat. Bank, 35 Pa.' 
 
 Super. Ct., 277 38 
 
540 
 
 TABLE OP CASES. 
 
 Iron City Lodge Charter, 39 
 
 Pa. Super. Ct., 365 7 
 
 City Stamping Co., Win- 
 ter v., SI Pa. Super. 
 Ct., II 38 
 
 City Trust Co., Com. v., 
 II Dau. Co. Rep., 31; 
 17 D. R., 924 116 
 
 Irondale Elec. Lt., Ht. & Pr. 
 Co., Welliver v., 38 Pa. 
 Super. Ct., 26 102 
 
 Irvine Cut Glass Co., Kuh- 
 
 bach v., 220 Pa., 427 22, 23 
 
 Irwin Borough v. Pgh., McK. 
 & G. St. Rwy. Co., 2 
 Westm. L. J., 223 270 
 
 Island Park Assn., Rauch v., 
 
 226 Pa., 178 92 
 
 Isman, Raff v., 235 Pa., 347; 
 
 84 Atlantic, 352 39, 162 
 
 Italio-American Beneficial Re- 
 tail Liquor Dealers' 
 Assn., 19 D. R., 657; 37 
 Pa. C. C, 629 9 
 
 Ives, Bagnell v., 184 Fed. 
 
 Rep., 466 172 
 
 Jacobs V. Clear View Water 
 
 Supply Co., 220 Pa., 388 293 
 
 Jacobson Gas Engine Co., Van 
 Sickle & Warner Co. v., 
 20 D. R., 68; II Del., 
 252 124 
 
 James v. West Chester Bor- 
 ough, 220 Pa., 490 298 
 
 Jenkins v. Baxter, 160 Pa., 199 51 
 
 Jifkins V. Schimpff, 50 Pa. 
 
 Super. Ct, 331 60 
 
 John D. Biggert Co., Biggert 
 
 v., 57 Pitts., 30 93 
 
 Johnstown Pass. Rwy. Co., 
 Com. v., 16 Dau. Co. 
 Rep,, 93 196 
 
 Teleph. Co. v. Ferndale 
 Borough, 47 Pa. Super. 
 Ct, 461 188 
 
 Teleph. Co. V. Southport 
 Borough, 47 Pa. Super. 
 Ct., 468 188 
 
 Jones V. Coal Company, 9 
 
 Lack., 379 40 
 
 V. Lincoln Savings & 
 Trust Co., 222 Pa., 325 113 
 
 Joseph Fleming & Co., First 
 Nat. Bank of Allegheny 
 v., 226 Pa., 416 34,35 
 
 Kauff man's Petition, 36 Pa. 
 
 C. C, I ; 18 D. R., 267 260 
 
 Kayley v. McCourt, 235 Pa., 
 
 304 218 
 
 Kelker Sitreet Market Co., 
 Scgelbaum v., 16 Dau. 
 Co. Rep., 68 57 
 
 Kelly V. Thomas, 234 Pa., 419 
 
 45, 131. 176 
 Kenneth Coal Co., Penna. & 
 
 Maryland St. Rwy. Co. 
 
 v., 20 D. R., 496 ; 38 Pa. 
 
 C. C, 381 273 
 
 Keuhne, Com. v., 42 Pa. 
 
 Super. Ct, 361; 18 D. 
 
 R., 401 27 
 
 Keys V. Uniontown Radial St. 
 
 Rwy. Co., 236 Pa., 611 259 
 Keystone Bank v. Donnelly, 
 
 21 D. R., 621 133 
 
 State B. & L. Assn., 
 
 Westmoreland Lodge v., 
 
 2 Westm. L. J., 337 126 
 Wrapping Machine Co. v. 
 
 Bromeier, 42 Pa. Super. 
 
 Ct, 384 65,71,164,174 
 
 Kimberly's Estate, 227 Pa., 
 
 405 318 
 
 King V. Mellon Nat. Bank of 
 
 Pgh., 227 Pa., 22 80 
 
 V. Security Co., unreport- 
 ed 130 
 
 Kinney v. Mexican Planta- 
 tion Co., 233 Pa., 232; 
 19 D. R., 861 176 
 
 Kinsey, Coolbaugh v., 11 
 
 North., 242 50 
 
 Kinter v. Connolly, 233 Pa., 
 
 5 16,17,41,287 
 
 Kirk, Commercial Nat. Bank 
 
 v., 222 Pa., 567 42 
 
 Kittanning Boroiigh v. Amer- 
 ican Nat. Gas Co., 239 
 Pa., 210 182 
 
 Borough V. Armstrong 
 Water Co., 35 Pa. 
 Super. Ct, 174 181 
 
 Borough V. Garret's Run 
 Gas Co., 35 Pa. Super. 
 Ct., 167 182 
 
 Kline, Stoddard v., 51 Pa. 
 
 Super. Ct, 23 121 
 
 Knorr, Com. v., 21 D. R., 784; 
 
 40 Pa. C. C, 32s 47 
 
 Koehler v. Bell Teleph. Co., 
 19 D. R., 613; 12 
 North., 115 286 
 
 V. St. Mary's Brewing 
 Co., 228 Pa., 648; 37 
 Pa. C. C, 321 96 
 
 Kohn, Little v., 185 Fed. Rep., 
 
 295 172 
 
 Kortright's Estate (No. 2), 
 
 237 Pa., 143 , 7 
 
 Kraft Mfg. Co., Cantor v., 
 
 18 D. R., 118 I 
 
 Krimmel v. Moss Cigar Co., 
 
 237 Pa., 253 36 
 
TABI.^ OF CASES. 
 
 541 
 
 Kubiak, Polish Falcon's Gvm. 
 Lit. Assn. v., 238 fa., 
 464 218 
 
 Kuebler v. Haines, 229 Pa., 
 
 274 120 
 
 Kuhbach v. Irvine Cut Glass 
 
 Co., 220 Pa., 427 22,23 
 
 Kutztown Water Co. v. Die- 
 trich, I Berks, 67 30 
 Lady Foresters' of America, 
 36 Pa. C. C, 531 ; 18 D. 
 R., 780 7,216 
 Lake Erie Asphalt Block Co., 
 National Bank of West- 
 ern Penna. v., 233 Pa., 
 421 29 
 Shore & M. S. Rwy. Co., 
 Com. v., 14 Dau. Co. 
 Rep., 107 199 
 Lancaster & Northern R. R. 
 Co.'s Application, 27 
 Lane, 257 2,5 
 Trust Co., Rathfon v., 26 
 Lane, 369 36,37.41 
 Land Title & Trust Co. v. 
 Connolly, 233 Pa., i 
 
 16, 41, 287 
 Lauderback v. Warner, 37 Pa. 
 
 Super. Ct., 136 242 
 
 Lead & Zinc Co. v. Ober- 
 
 nauer, 56 Pitts., 362 68 
 
 Leader Publishing Co. v. Pgh. 
 Rwys. Co., 59 Pitts. L. 
 J., 80 261 
 
 Lehigh Boom Co., Lehigh 
 Coal & Nav. Co. v., 12 
 Phila., 540 124 
 
 Coal & Nav. Co. v. Le- 
 high Boom Co., 12 
 Phila., 540 124 
 
 Portland Cement Co. v. 
 Mauch Chunk, etc. R. 
 R. Co., 17 D. R., 735 112 
 R. R. Co., Hudelson v., 
 36 Pa. C. C, 345 ; 19 D- 
 R., 775 125 
 
 Val. Coal Co. v. Girard 
 Trust Co., 19 D. R., 
 584; 231 Pa., 239 91 
 
 Val. Coal Co., Trustees 
 for Prprs. of Kingston 
 Twp. v., 16 Luz. L. R., 
 164 29 
 
 Val. R. R. Co., Com. v., 
 
 16 Dau. Co. Rep., 164 205 
 Val. R. R. Co. V. Hart, 16 
 
 Luz. L. R., 61 179 
 
 Val. Transit Co., Allen- 
 town v., 39 Pa. Super. 
 Ct., 529 278 
 
 Val. Transit Co., Com. v., 
 14 Dau. Co. Rep., 88; 
 41 Pa. C. C, 187 205 
 
 Lehman v. Chambersburg & 
 Gettysburg Elec. Rwy. 
 Co., 224 Pa., 276 258 
 
 Lemon v. Imperial Window 
 Glass Co., 60 Pitts. L. 
 J., 185 119 
 
 Lesser v. Warren Borough, 
 237 Pa., 501 ; 21 D. R., 
 578 302 
 
 Lewisburg Bridge Co. v. 
 Union & Northumber- 
 land Counties, 232 Pa., 
 255 221 
 
 Liberty Bell Lodge's Petition, 
 
 231 Pa., 112 21 
 
 Lieb V. Painter, 42 Pa. Super. 
 
 Ct., 399 . 69 
 
 Limestone Council No. 373, 
 
 Wolfe v., 233 Pa., 357 218 
 
 Lincoln Savings & Trust Co., 
 
 Jones v., 222 Pa., 325 113 
 
 Lindsay, Montgomery v., 44 
 
 Pa. Super. Ct., 516 61 
 
 Little, Fearon v., 227 Pa., 348 63 
 V. Kohn, 185 Fed. Rep., 
 29s 172 
 
 Loan Society of Phila. v. 
 
 Eavenson, 241 Pa., 65 177 
 
 Locher, Rathfon v., 27 Lane, 
 
 337 ^ 41 
 
 Logan V. Penna. Teleph. Co., 
 
 40 Pa. Super. Ct., 644 286 
 Trust Co. V. Arnold Safe- 
 ty Razor Co., 21 D. R., 
 999 123 
 
 Lorentz, Federal Glass Co. v., 
 
 49 Pa. Super. Ct., 585 163 
 
 Lovell V. Women's Penna. S. 
 
 P. C. A., 235 Pa., 601 20 
 
 Lowman v. Green Mountain 
 M. & M. Co., 59 Pitts. 
 L. J., 218 176 
 
 Lumber City Water Co., Com. 
 
 v., 225 Pa., 317 96 
 
 Luzerne County Brewing Co., 
 Luzerne County Trust 
 Co. v., 21 D. R., 362; 16 
 Luz. L. R., 173 113 
 
 County Trust Co. v. Lu- 
 zerne County Brewing 
 Co., 21 D. R., 362; 16 
 Luz. L. R., 173 "3 
 
 Lyons v. Benney, 230 Pa., 117 121 
 
 McAdams, Gallagher v., 49 
 
 Pa. Super. Ct., 81 51 
 
 McCall Ferry Power Co., 
 Martic Twp. School 
 Dist. v., 19 D. R., 780; 
 
542 
 
 TABI^E OF CASES. 
 
 27 Lane, 105; 2 
 
 Municip,, 91 181 
 
 McCallum, Germantown Dairy 
 
 Co. v., 223 Pa., SS4 i66 
 McCarey, Centennial Market 
 
 Co. v., 18 D. R., 606 79 
 
 McClure, Robinson v., 59 
 
 Pitts. L. J., 74 70 
 
 McCormick, Cheetham v., 178 
 
 Pa., 186 57,269 
 
 McCourt, Kayley v., 23s Pa., 
 
 304 218 
 
 McCuUough-Dalzell Crucible 
 
 Co. V. Philadelphia Co., 
 
 223 Pa., 336 253 
 
 McCune v. Berry, 237 Pa., 
 
 572 221 
 
 McDonald v. Monongahela 
 
 Cemetery Co., 226 Pa., 
 
 77 236 
 
 V. Nat. Life Insurance 
 
 Co., 61 Pitts. L. J., 150 131 
 McEIroy, Strickler v., 40 Pa. 
 
 Super. Ct., 277 43 
 
 V. Strickler, 45 Pa. 
 
 Suier. Ct., 165 ss, 56 
 
 McGibeny v. Berks-Nassau 
 
 Realty Co., I Berks, 
 
 177; 23 York, 9 164 
 
 McGrew v. Pgh. & Mt. 
 
 Shasta Gold M. & M. 
 
 Co., 20 D. R., 826; 59 
 
 Pitts. L. J., 324 24, 176 
 
 Mcllvain v. Wallace, 47 Pa. 
 
 Super. Ct., 448 31 
 
 McKean v. Riter-Conley Mfg. 
 
 Co., 230 Pa., 319; 57 
 
 Pitts., 65 31 
 
 McKeesport v. Pgh., McKees- 
 
 port & Connellsville 
 
 Rwy. Co., 238 Pa., 591 181 
 City V. Pgh., McK. & 
 
 Con. Rwy. Co., 61 Pitts. 
 
 L. J., 310 277 
 
 McKibbin v. Hulton Dyeing 
 
 & Finishing Co., 227 
 
 Pa., 153 37 
 
 McNally Cornpany, Burton 
 
 Powder Co. v., 57 Pitts., 
 
 I "5 
 
 McNutt V. Bakewell, 223 Pa., 
 
 364 173 
 
 McQuade v. Richland Water 
 
 Co., 39 Pa. C. C, 587 105 
 McQuillen, Arndt v., 19 D. 
 
 R., 115 78 
 
 Machen & Mayer Electrical 
 Mfg. Co., Machen v., 
 237 Pa., 212 24, 2S, 176 
 
 V. Machen & Mayer Elec- 
 trical Mfg. Co., 237 Pa., 
 212 24, 25, 176 
 
 Mackey, Mackey Baking Co. 
 
 v., 19 D. R., 893; 57 
 
 Pitts., 221 41,46,53 
 
 Baking Co. v. Mackey, 10 
 
 D- R-. 893; 57 Pitts., 
 
 S^" ,., . ^ 41,46,53 
 
 , Penn-Wyoming Copper 
 Co. v., 56 Pitts., 434 127 
 
 Mahanoy City Water Co., 
 Torbert v., 7 Schuyl. L. 
 R., 12 108 
 
 City Water Co. v. Tor- 
 bert, 7 Schuyl. L. R., 
 54 107, 316 
 
 Maignen Filter Plant, East 
 Lampeter Twp. v., 19 
 D. R., 479; 26 Lane, 
 396 179 
 
 Malone v. Pierce, 231 Pa., 
 
 534 37 
 
 Manheim Borough v. Man- 
 heim Water Co., 229 
 Pa., 177; 27 Lane, 321, 
 326 302 
 
 Water Co., Manheim Bor- 
 ough v., 229 Pa., 177; 
 27 Lane, 321, 326 302 
 
 Manufacturers' Lt. & Ht. Co., 
 Bellevue Borough v., 
 238 Pa., 388 210 
 
 Water Co.'s Petition, 19 
 D. R., 728 29s 
 
 Marsh Creek Fishing Club's 
 Charter, 36 Pa. C. C, 
 . 593 ^ 12 
 
 Martic Twp. School Dist. v. 
 McCall Ferry Power 
 Co., 19 D. R., 780; 27 
 Lane, 105 ; 2 Municip., 
 91 181 
 
 Maryland, Penna. & W. V. 
 Teleph. Co., Frick & 
 Lindsay Co. v., 44 Pa. 
 Super. Ct., S18 128 
 
 Matheson Automobile Co., 
 Com. v., 16 Dau. Co. 
 Rep., 14; 41 Pa. C. C, 
 20 193 
 
 Matthews' Petition, 238 Pa., 
 
 419 SO, 109 
 
 Mauch Chunk, etc., R. R. Co., 
 Lehigh Portland Ce- 
 ment Co. v., 17 D. R., 
 735 "2 
 
 May V. Monongahela Ceme- 
 tery Co., 226 Pa., 84 236 
 
 Mechanicsburg Gas & Water 
 Co. V. Deckman, 23 
 York L. R., no 182 
 
 Media, M. A. & C. Elec. Rwy. 
 Co., Hannum v., 221 
 Pa., 454 257,280 
 
TABLE OF CASES. 
 
 543 
 
 Meitzner v. Balto. & O. R. R. 
 
 Co., 224 Pa., 352 9S 
 
 Mellon Nat. Bank of Pgh., 
 
 King v., 227 Pa., 22 80 
 
 Mengell's Executors v. 
 Mohnsville Water Co., 
 224 Pa., 120 105, 107 
 
 Merion & Radnor Gas & 
 Elec. Co., Easttown 
 Twp. v., 35 Pa. C. C, 
 497; 18 D. R., 400 211 
 
 & Radnor Gas &"Elec. Co. 
 V. Radnor Twp., 39 Pa. 
 
 C. C, 109 316 
 Messenger Pr. Co., Prenatt 
 
 v., 41 Pa. C. C., 49; 61 
 Pitts. L. J., 249 99 
 
 Metropolitan Knitting Mills, 
 In re, 3 Berks, C. L. 
 J., ISI 30 
 
 Mexican Plantation Co., Kin- 
 ney v., 233 Pa., 232; 19 
 
 D. R., 861 176 
 Middletown Shale Brick Co., 
 
 United States Brick Co. 
 v., 228 Pa., 81 ; 2 
 Berks, 3 115 
 
 Miller, Altoona & Logan Val. 
 Elec. Rwy. Co. v., 49 
 Pa. Super. Ct., 102 260 
 
 Construction Co., Sira- 
 cusa v., 43 Pa. Super. 
 Ct., 466 29 
 
 V. Distilling Co., 22 York, 
 183 119 
 
 V. Hanover & McSherrys- 
 town Water Co., 240 
 Pa., 393 298 
 
 V. Hellam Distilling Co., 
 27 York, 5 85 
 
 Paper Co. v. York Coat- 
 ed Paper Co., 34 Pa. 
 Super. Ct., 31S 251 
 
 Penna. R. R. Co. v., 2 
 Westm. L. J., 52 126 
 
 Pocono Pines Assembly 
 v., 229 Pa., 33 95,99 
 
 V. Westmoreland Coal 
 Co., 40 Pa. C. C, 399 80 
 
 V. York Coated Paper 
 Co., 39 Pa. Super. Ct., 
 538 42, 8s 
 
 Miners' Savings Bank of 
 Wilkes-Barre, Com. v., 
 14 Dau. Co. Rep., 95 206 
 Minersville Water Co., Potts- 
 ville Bank v., 211 Pa., 
 566 144 
 
 Minnick v. Hollopeter, 15 
 
 Luz., 9 177 
 
 Mint Realty Co., Com. v., 15 
 
 Dau. Co. Rep., 23 19S 
 
 Mohnsville Water Co., Men- 
 gell's Executors v., 224 
 Pa., 120 los, 107 
 
 Monessen Borough v. Cent. 
 D. & Pr. Teleg. Co., $1 
 Pa. Super. Ct., 452 187, 188 
 
 Borough V. Monessen 
 Water Co., 2 Westm. L. 
 J-. 13s 306 
 
 Water Co., Monessen 
 Borough v., 2 Westm. 
 L. J., 135 . 306 
 
 Monongahela Bridge Co. v. 
 Pgh. Rwys. Co., 240 Pa., 
 121 276, 277 
 
 Cemetery Co., McDon- 
 ald v., 226 Pa., 77 236 
 
 May v., 226 Pa., &4 236 
 
 Nat. Bank v. Harmony 
 Land Co., 226 Pa., 440 33 
 
 Nat. Gas Co., Suburban 
 Rapid Transit Co. v., 
 230 Pa., 109 254 
 
 St. Rwy. Co., Patton 
 Twp. v., 56 Pitts., 418 270 
 
 Val. Bank of Duquesne, 
 Com. v., 239 Pa., 254 117 
 
 Water Company's Case, 
 223 Pa., 323 304 
 
 Montello Brick Co., Boas v., 
 3 Berks, 65; 20 D. R., 
 796 93, 109 
 
 Montgomery & Chester Elec. 
 Rwy. Co., Spring City 
 Borough v., 35 Pa. 
 Super. Ct., 533 270 
 
 County, Chestnut Hill & 
 S. H. Tpk. Rd. Co. v., 
 228 Pa., I 289 
 
 V. Lindsay, 44 Pa. Super. 
 Ct., 516 61 
 
 Rapid Transit Co., Fur- 
 long v., 20 D. R., 775 ; 
 27 Montg. L. R., 77 119 
 Moore, Page v., 239 Pa., 285 44 
 
 V. Schmitt, 46 Pa. Super. 
 Ct., 584 121 
 
 Moose Club of Chambers- 
 burg, 20 D. R., 449 10 
 
 Home Association, 19 D. 
 R., 1131 ; 2 Berks, 141 10 
 
 Charter, 3 Berks, 135 8 
 
 Home Assn. Charter, 235 
 Pa., 404 8, 21 
 
 Morgan v. Craven, 59 Pitts., 
 
 752 no 
 
 Morris v. Uniontown Radial 
 St. Rwy. Co., 41 Pa. C. 
 C, 69 259 
 
 Mortgage of Phila., Coates- 
 ville & Lancaster Pass. 
 Rwy. Co., 19 D. R., 680 82 
 
544 
 
 TABLB OF CASES. 
 
 Trust Co. of Penna., Com. 
 v., 227 Pa., 163 ; 12 Dau. 
 Co. Rep., 24 206 
 
 Moss Cigar Co., Krimmel v., 
 
 237 Pa., 253 36 
 
 Moss's Appeal, 83 Pa., 264 64 
 Mountain Ice Co., Com. v., 
 40 Pi. C. C, 482; 16 
 Dau. Co. Rep., 38; 22 
 D. R., 670 192 
 
 Water Co. v. Emaus Bor- 
 ough, 43 Pa. Super. Ct., 
 
 179 30s 
 
 Water Supply Co., Peifly 
 v., 214 Pa., 340 IS 
 
 Munhall v. Hazelwood Sav- 
 ings & Trust Co., S9 
 Pitts. L. J., 199 81 
 
 Murray, Bole v., 233 Pa., 589 
 
 53,69, no 
 Herron v., $7 Pitts., 638 36 
 Musselman v. York Bridge 
 Co., 35 Pa. C. C, 532; 
 18 D. R., 850 124 
 
 Musser v. Pittsburgh Mica 
 Co., 36 Pa. C. C, 513; 
 57 Pitts., 143 132 
 
 Mutual Alliance Trust Co. v. 
 
 Nacrelli, 11 Del., 382 33 
 Trust Co. V. Stern, 235 
 Pa., 202 98 
 
 Myers v. Union League of 
 
 Phila., 17 D. R., 301 25 
 
 Nacrelli, Mutual Alliance 
 Trust Co. v., II Del., 
 382 33 
 
 Nanticoke Borough v. Bell 
 Teleph. Co., 47 Pa. 
 Super. Ct., 184 187 
 
 Bridge, 40 Pa. Super. Ct., 
 345 102 
 
 National Bank of Smyrna v. 
 R. G. Chase Co., 17 D. 
 R., 869 166 
 
 Bank of Western Penna. 
 V. Lake Erie Asphalt 
 Block Co., 233 Pa., 421 29 
 Cash Register Co. v. 
 Shurber, 41 Pa. Super. 
 Ct., 187 160, 162 
 
 Life Insurance Co., Mc- 
 Donald v., 61 Pitts. L. 
 J- '50 ^ . _ . 131 
 Slavonic Society, Tobias 
 
 v., 20 D. R., 427 127 
 
 Steel Co., Com. v., 13 
 
 Dau. Co. Rep., 7 191 
 
 Tube Co., Com. v., 13 
 Dau. Co. Rep., 3 191 
 
 Nay Aug Lumber Co. v. 
 Scranton Trust Co., 240 
 
 Pa., soo; 13 Lack. J., 
 
 193 93 
 
 Nesbitt, Boyer v., 227 Pa., 
 
 398 48 
 
 Com. v., 14 Luz., 323 50 
 
 Neubert v. Armstrong Water 
 
 Co., 211 Pa., 582 24 
 
 New Method Steam Laundry 
 
 Co. V. Tomlinson, 17 
 
 D. R., 362 95 
 
 Newton's Estate, 46 Pa. 
 
 Super. Ct., 40; 26 
 
 Montg., 97 68 
 
 New York & Penna. Co., Com. 
 
 v., 40 Pa. C. C, 413; 
 
 16 Dau. Co. Rep., 51 200 
 & Penna. Teleph. & Teleg. 
 
 Co. V. Coudersport Bor- 
 ough, 49 Pa. Super. 
 
 Ct., 46 187 
 
 C. & H. R. R. R. Co., 
 
 Com. v., 14 Dau. Co. 
 
 Rep., 68 203 
 
 Nivin V. Chester County Tr. 
 
 Co., 231 Pa., 315 89 
 
 Nolde, Com. v., i Berks, 265; 
 
 3 Leh., 205; 44 Pa. 
 
 Super. Ct., Ill 163 
 
 North Forest Cemetery 
 
 Assn.'s Charter, 36 Pa. 
 
 C. C, 576; 19 D. R. 
 730 . 235 
 
 Western Mut. Life Ins. 
 
 Co., 36 Pa. C. C, 100; 
 
 18 D. R., 490 208 
 
 Northern Electric Mfg. Co. 
 
 V. Columbia Brewing 
 
 Co., 6 Schuyl., 23 172 
 
 Northwest Townsite Co., De- 
 Forest v., 236 Pa., 125 ; 
 
 241 Pa., 78 37 
 
 Oak Grove Water Co. v. 
 
 Thompson, 235 Pa., 486 
 
 106, 107 
 Obernauer, Lead & Zinc Co. 
 
 v., 56 Pitts., 362 68 
 
 Ohio Val. Bank, Bank of 
 
 Millvale v., 58 Pitts. L. 
 
 J., 329 215 
 
 O'Rourke, De Haven v., 17 
 
 D. R., 445 289 
 Osthaus, Scranton Lunar Park 
 
 Assn. v., 8 Lack., 345 68 
 Oxford, West Grove & A. St. 
 
 Rwy. Co., 35 Pa. C. C, 
 
 92 ; 18 D. R., 33 137 
 
 Page V. Moore, 239 Pa., 285 44 
 Painter, Lieb v., 42 Pa. Super. 
 
 Ct., 399 69 
 
 Palmer Window Glass Co., 
 
 183 Fed. Rep., 902 167 
 
TABLE OF CASES. 
 
 545 
 
 Patton Twp. v. Monongahela 
 
 Rwy. Co., 56 Pitts., 418 270 
 Peffer v. Penna. Water Co., 
 
 221 Pa., 578 299 
 
 Peifly V. Mountain Water 
 
 Supply Co., 214 Pa., 340 15 
 Pellio V. Bulls Head Coal Co., 
 
 224 Pa., 379; II Lack., 
 
 65 61 
 
 V. Bulls Head Coal Co., 
 
 231 Pa., IS7 131 
 
 Penn Chemical Co. v. Am- 
 
 merman, 40 Pa. C. C, 
 
 608 i6s, 19s 
 
 -Wyoming Copper Co. v. 
 
 Mackey, 51 Pitts., 434 127 
 Pennsylvania, Del., Lack. & 
 
 W. R. R. Co. v., 198 U. 
 
 s., 341 197 
 
 Penna. & Maryland St. Rwy. 
 
 Co. V. Kenneth Coal 
 
 Co., 20 D. R., 496; 38 
 
 Pa. C. C, 381 273 
 
 Penna. Canal Co., Rea v., 22 
 
 D. R., 588 87 
 
 Coal Co., Eckman v., 21 
 D. R., 18 124 
 
 Coal Co., Ramble v., 47 
 Pa. Super. Ct., 28 98 
 
 Coal Co., Spring Brook 
 Water Supply Co. v., 
 54 Pa. Super. Ct., — 295 
 
 Pennsylvania Water Co. 
 
 Company v. Pittsburgh, 
 226 Pa., 322 190 
 
 Del., Lack. & W. R. R. 
 Co. v., 198 U. S., 341; 
 206 Pa., 64s 197 
 
 Gas Co., Beck v., 18 D. 
 R., 245 254 
 
 Guarantee Co., Com. v., 
 II Dau. Co. Rep., 273 in 
 
 R. R. Co., Com. v., 232 
 Pa., 183 295 
 
 R. R. Co., Dunbar Fur- 
 nace Co. v., 237 Pa., 192, 
 201 165 
 
 R. R. Co. V. Miller, 2 
 Westm. L. J., 52 126 
 
 R. R. Co. V. Phila. Coun- 
 ty, 220 Pa., 100 I, 2 
 
 R. R. Co. V. Pittsburgh, 
 221 Pa., 90 179 
 
 R. R. Co., Puritan Coal 
 Mining Co. v., 237 Pa., 
 420 109, 132 
 
 Sugar Refining Co., Real 
 Estate Co. v., 237 Pa., 
 311 87 
 
 Sugar Refining Co., Real 
 Estate Trust Co. v., 239 
 Pa., 456 87, 136 
 
 Teleph. Co. v. Gaysport 
 Borough, 17 D. R., 300 185 
 
 Teleph. Co., Logan v., 40 
 Pa. Super. Ct., 644 286 
 
 Water Co., Burkard v., 
 58 Pitts., 338; 234 Pa., 
 41 2, 5, 105, 108 
 
 Water Co., Peffer v., 221 
 Pa., 578 299 
 
 Water Co. v. Pittsburgh, 
 226 Pa., 624 296 
 
 Water Co. v. Robinson, 
 39 Pa. C. C, 260; 21 
 D. R., 397 298 
 
 Traffic Co., Com. v., 40 
 Pa. C. C, 477; 16 Dau. 
 Co. Rep., 36 196 
 
 People's Bank of Erie v. First 
 Nat. Bank of Cam- 
 bridge Springs, 39 Pa. 
 C. C, 113; 59 Pitts. L. 
 J- 653 215 
 
 Bank of Wilkes-Barre, 
 Com. v., 14 Dau. Co. 
 Rep., 85 206 
 
 Nat. Gas Co. v. American 
 Nat. Gas Co., 233 Pa., 
 
 569 97. 253 
 
 Teleph. & Teleg. Co. v. 
 Berks & Dauphin Turn- 
 pike Rd., 199 Pa., 411 
 
 286, 292 
 Phila. & Easton Elec. Rwy. 
 Co., Doylestown & D. 
 Tpk. Rd. Co. v., 49 Pa. 
 Super. Ct., 381 98 
 
 & Garretford St. Rwy. 
 Co., Springfield Water 
 Co. v., 45 Pa. Super. 
 Ct., 516 305,306 
 
 & Reading R. R. Co., 
 Phila. v., 38 Pa. Super. 
 
 Ct., 529 179 
 
 & W. Rwy. Co., Dyer v., 
 28 Montg. C. L. R., 18 259 
 
 B. & T. St. Rwy. Co., 
 Wagner v., 233 Pa., 114 
 
 92, 116 
 
 Brode v., 230 Pa., 434; 
 18 D. R., 899 262 
 
 City Pottery Co., Cox v., 
 38 Pa. Super. Ct., 545 30 
 
 Company for Guarantee- 
 ing Mortgages, 11 Dau. 
 Co. Rep., 224 85 
 
 Company, McCullough- 
 Dalzell Crucible Co. v., 
 223 Pa., 336 253 
 
 County, Penna. R. R. Co. 
 v., 220 Pa., 100 I, 2 
 
 V. Fairhill R. R. Co., 41 
 Pa. Super. Ct., 245 180 
 
546 
 
 TABLE OP CASES. 
 
 Hbg. & Pgh. R. R. Co., 
 Yeingst v., 40 Pa. 
 Super. Ct., 106 2, s 
 
 Lawn Mower Co., Garret 
 v., 39 Pa. Super. Ct., 
 78 62, 64 
 
 Mfrs. Mut. Fire Ins. Co., 
 Com. v., 242 Pa., 203 ; 16 
 Dau. Co. Rep., 105; 41 
 Pa. C. C, 105 207 
 
 Medical Pub. Co. v. Wol- 
 fenden, 239 Pa., 262 69 
 
 Mortgage & Tr. Co., Com. 
 v., 40 Pa. C. C, 62; 15 
 Dau. Co. Rep., 96 204 
 
 V. Phila. Rapid Transit 
 Co., 224 Pa., 544; 18 D. 
 R., 105, 567 283 
 
 V. Phila. Rapid Transit 
 Co., 228 Pa., 32s 283 
 
 Rapid Transit Co., Phila. 
 v., 224 Pa., 544; 18 D. 
 R., 105, 567 283 
 
 Rapid Transit Co., Phila. 
 v., 228 Pa., 325 283 
 
 Rapid Transit Co., Vul- 
 canite Paving Co. v., 
 220 Pa., 603 282 
 
 V. Phila. & Reading R. R. 
 Co., 38 Pa. Super. Ct., 
 
 529 179 
 
 Suburban Pub. Co. v. 
 Suburban Press, 227 
 Pa., 148; 18 D. R., 597 16 
 H. & P. R. R. Co., Yeingst 
 v., 40 Pa. Super. Ct., 
 106 2, 5 
 
 Philips & Wells, Coney Is- 
 land Amusement Co. v., 
 18 D. R., 789 127 
 
 Phillipi, Stoner v., 41 Pa. 
 
 Super. Ct., 118 164 
 
 Pierce, Malone v., 231 Pa., 
 
 534 37 
 
 Pile, Berryhill Mineral 
 Springs Co. v., 17 D. R., 
 246; 35 Pa. C. C, 354 160 
 
 Pittsburgh v. Pgh. Metals, M. 
 
 & M. Co., 17 D. R., 821 161 
 
 Pittsburgh & Allegheny 
 Teleph. Co. v. Brad- 
 dock Borough, 43 Pa. 
 Super. Ct., 456 186, 187 
 
 & Beaver St. Rwy. Co., 
 Ambridge Borough v., 
 234 Pa., 157 272 
 
 & Charleroi St. Rwy. Co., 
 Pittsburgh v., 230 Pa., 
 189; 57 Pitts 407 283 
 
 & Mt. Shasta Gold M. & 
 M. Co., McGrew v., 20 
 
 D. R., 826; 59 Pitts, h. 
 ]■, 324 24, 176 
 
 & West End Rwy. Co. v. 
 Point Bridge Co., 223 
 Pa., 133 275 
 
 & West End Rwy. Co., 
 Point Bridge Co. v., 230 
 Pa., 289 275 
 
 Brewers' and Bottlers' 
 Supply Co.'s Mercantile 
 Tax, 38 Pa. Super. Ct., 
 121 189 
 
 B. & L. E. R. R. Co., 
 Com. v., 14 Dau. Co. 
 Rep., 146 196 
 
 Brewing Co., Com. v., 14 
 Dau. Co. Rep., 174 99 
 
 Construction Co. v. West 
 Side Belt R. R. Co., 227 
 Pa., 90; 232 Pa., 578 171 
 
 Federal St. & P. Val. 
 Pass. R. R. Co. v., 226 
 Pa., 419 180 
 
 Harmony, B. & N. C. 
 Rwy. Co., Breen v., 220 
 Pa., 612 272 
 
 Junction R. R. Co., Ed- 
 wards v., 215 Pa., 597 3 
 
 McKeesport & Connells- 
 ville Rwy. Co., McKees- 
 port v., 238 Pa., 591 181 
 
 McK. & Connellsville Rwy. 
 Co., McKeesport City 
 v., 61 Pitts. L. J; 310 277 
 
 McKeesport & G. St. 
 Rwy. Co., Irwin Bor- 
 ough v., 2 Westm. L. 
 J-, 223 270 
 
 Metals Mining & M. Co., 
 Pgh. v., 17 D. R., 821 161 
 
 Mica Company, Musser v., 
 36 Pa. C. C, 513; 57 
 Pitts., 143 132 
 
 Pennsylvania Company v., 
 226 Pa., 322 190 
 
 Penna. R. R. Co. v., 221 
 Pa., 90 179 
 
 v., 226 Pa., 624 296 
 
 Pickling Co., Calvert v., 
 60 Pitts. L. J., 596 90 
 
 V. Pitts. & Charleroi St. 
 Rwys. Co., 57 Pitts., 
 407; 230 Pa., 189 283 
 
 V. Pittsburgh Metals Min- 
 ing & Milling Co., 17 D. 
 R., 821 i6t 
 
 V. Pittsburgh Rwys. Co., 
 20 D. R., 409; 59 Pitts., 
 17 282 
 
 V. Pittsburgh Rwys. Co., 
 47 Pa. Super. C5t., 476 261 
 
TABLE OF CASES. 
 
 547 
 
 V. Pittsburgh Rwys. Co., 
 234 Pa., 223 278,279 
 
 V. Pittsburgh Rwys. Co., 
 234 Pa., 193 279 
 
 Rwys. Co. V. Alexander, 
 20 D. R., 413 282 
 
 Rwys. Co., Ashworth v., 
 231 Pa., 539; 44 Pa. 
 Super. Ct., 326; 17 D. 
 R., 128 261 
 
 Rwys. Co., Baldwin Twp. 
 v., 58 Pitts., 199 258 
 
 Rwys. Co., Leader Pub. 
 Co. v., 59 Pitts. L. J., 
 80 261 
 
 Rwys. Co., Monongahela 
 Bridge Co. v., 240 Pa., 
 121 276, 277 
 
 Rwys. Co., Pittsburgh v., 
 20 D. R., 409 ; 59 Pitts., 
 17 282 
 
 Rwys. Co., Pittsburgh v., 
 234 Pa., 193 279 
 
 Rwys. Co., Pittsburgh v., 
 47 Pa. Super. Ct., 476 261 
 
 Rwys. Co., Pittsburgh v., 
 234 Pa., 223 278,279 
 
 Rwys. Co., Point Bridge 
 Co. v., 240 Pa., IDS 276 
 
 Rwys. Co., Willis v., 234 
 Pa., 120; 56 Pitts., 415 
 
 258,282 
 
 Produce Trade Assn., Ar- 
 bour v., 44 Pa. Super. 
 Ct., 240 13a 
 
 Stock Exchange, Com. v., 
 57 Pitts., 153 25,26 
 
 Summerville & Clarion R. 
 R. Co., Heidrick v., 239 
 Pa., 29 44 
 
 Pittston Opera House Co., 
 
 Price v., 15 Luz., 21 32 
 Plymouth Coal Co., Haddock 
 
 v., 237 Pa., 37 117 
 
 Pocono Pines Assembly v. 
 
 Miller, 229 Pa., 33 95,99 
 Point Bridge Co. v. Pitts- 
 burgh Rwys. Co., 240 
 Pa., 105 276 
 
 Bridge Co. v. Pitts. & 
 West End Rwy. Co., 
 223 Pa., 133 275 
 
 V. Pitts. & West End Rwy. 
 Co., 230 Pa., 289 27s 
 
 Polish Falcons' Gymnastic 
 Literary Assn. v. Kub- 
 iak, 238 Pa., 464 218 
 
 Porter v. Tionesta Water Sup- 
 ply Co., 22 D. R., 410; 
 40 Pa. C. C, 580 29s 
 
 Portland Borough v. Strouds- 
 burg, W. G. & P. Rwy. 
 
 Co., 21 D. R., 965; 13 
 North. Co. Rep., 129 270 
 
 Posey, Arms Pocket-Book & 
 Leather Novelty Co. v., 
 40 Pa. Super. Ct., 361 161 
 
 Postal Teleg. Cable Co. v. 
 Hollidaysburg, 17 D. R., 
 298 185 
 
 Teleg. Cable Co., West 
 Chester Borough v., 
 227 Pa., 384; 38 Pa. 
 Super. Ct, 603; 18 D. 
 R., loi 184, 186, 187 
 
 Teleg. Cable Co.'s Peti- 
 tion, 17 D. R., 1085 185 
 
 Pottstown & Reading St. Ry. 
 Co. V. Borough, 29 
 Montg., 21 281 
 
 Pottsville Bank v. Miners- 
 ville Water Co., 211 Pa., 
 566 144 
 
 Borough V. Pottsville Gas 
 Co., 39 Pa. Super. Ct., 
 I 211 
 
 Gas Co., Pottsville Bor- 
 ough v., 39 Pa. Super. 
 Ct, I 211 
 
 Pratt, De Haven v., 223 Pa., 
 
 633 289 
 
 Prenatt v. Messenger Print- 
 ing Co., 41 Pa. C. C, 
 49; 61 Pitts. L. J., 249 95 
 
 Price V. Pittston Opera House 
 
 Co., 15 Luz., 21 32 
 
 Provident Life & Tr. Co., 
 Com. v., 40 Pa. C. C, 
 380, 384; 16 Dau. Co. 
 Rep., 120; 22 D. R., 773 196 
 Life & Tr. Co. of Phila., 
 Com. v., 12 Dau. Co. 
 Rep., 104 196 
 
 Life & Tr. Co. V. Ham- 
 mond, 230 Pa., 407 195 
 
 Prudential Insurance Co., 
 Fanner v., 19 D. R., 15 ; 
 14 Luz., 231 127 
 
 Trust Co.'s Assignment, 
 223 Pa., 409 289 
 
 Pullman Co., Com. v., 16 DaU. 
 Co. Rep,, 142; 40 Pa. 
 C. C, 672 196 
 
 Mfg. Co., York Trust Co. 
 v., 237 Pa., 261 118 
 
 Punxsutawney Borough v. T. 
 W. Phillips Gas & Oil 
 Co., 238 Pa., 23 14s, 252 
 
 Puritan Coal Mining Co. v. 
 Penna. R. R. Co., 237 
 Pa., 420 109, 132 
 
 Purity Water Co., Wagner 
 v., 241 Pa., 328; 39 Pa. 
 C. C, 337 298 
 
548 
 
 TABLE 01? CASES. 
 
 P. W. Finn Construction Co., 
 Com. v., 21 D. R., 644; 
 60 Pitts. L. J., 183 17 
 
 Qualifications of Directors of 
 Banks, 14 Dau. Co. 
 Rep., 284; 39 Pa. C. C, 
 220; 21 D. R., 360 215 
 
 Queen & Co., Warren v., 240 
 
 Pa., 1 54 60 
 
 Quirk Milling Co. v. Grausam, 
 
 15 L,uz., 218 161 
 
 Rabenhold, Donaldson v., 5 
 
 Berks, Co. L. J., 282 70 
 
 Radnor Twp., Merion & Rad- 
 nor Gas & Elec. Co. v., 
 39 Pa. C. C, 109 316 
 
 Rail V. Isman, 235 Pa., 347; 
 
 84 Atlantic, 352 39, 162 
 
 Raggio, Snigo Mfg. Co. v., 1 
 
 Westm. L. J., 17s 126 
 
 Ramble v. Penna. Coal Co., 
 
 47 Pa. Super. Ct., 28 98 
 
 Ransley, Union League of 
 Phila. v., 39 Pa. Super. 
 Ct., S14; 35 Pa. C. C, 
 273 189 
 
 Rathfon v. Lancaster Trust 
 
 Co., 26 Lane, 369 36, 37, 41 
 V. Locher, 27 Lane, 337 41 
 V. Rhoads, 27 Lane, 34S 289 
 
 Rauch V. Island Park Assn., 
 
 226 Pa., 178 92 
 
 Rea V. Penna. Canal Co., 22 
 
 D. R., 588 87 
 
 Reading City v. United Trac- 
 tion Co., 232 Pa., 303; 
 
 3 Berks, 245 39, 271 
 Reading City v. United Trac- 
 tion Co., 236 Pa., 197; 
 
 4 Berks Co. L. J., 189 283 
 Quoiting Club, 20 D. R., 
 
 28; 2 Berks, 137 8,9 
 
 Real Estate Board of Brokers, 
 3 Berks, 374; 21 D. R., 
 59 1,6,8,11 
 
 Estate Trust Co. v. 
 Penna. Sugar Refining 
 Co., 237 Pa., 311 87 
 
 Estate Trust Co. v. 
 Penna. Sugar Refining 
 Co., 239 Pa., 456 87, 136 
 Estate Trust Co. v. 
 Riter-Conley Mfg. Co., 
 223 Pa., 350 88 
 
 Receivers v. Deardoff, 25 York 
 
 L. R., 113 172 
 
 Record Publishing Co., Chest- 
 nut Street Tr. & Sav. 
 Fund Co. v., 227 Pa., 
 235; 18 D. R., SSS 
 
 28, 33, 35-36 
 
 Reid V. Reid, 237 Pa., 182 150 
 
 Reis Circuit Co., Rosenbluth 
 
 v., 36 Pa. C. C, 331 95 
 
 Reliance Safe Dep. & Tr. Co., 
 Com. v., 40 Pa. C. C, 
 571; 16 Dau. Co. Rep., 
 124 212 
 
 Reserve Fund of Banking In- 
 stitutions, II Dau. Co. 
 Rep., 65 216 
 
 Reynolds, U. S. Circle Swing 
 
 Co. v., 224 Pa., 577 160 
 
 R. G. Chase Co., National 
 Bank of Smyrna v., 17 
 D. R., 869 166 
 
 R. G. Wunderly Co., 21 D. 
 
 R., 32 82-84 
 
 Rhoads, Com. v., 17 D. R., 
 
 583 27 
 
 Rathfon v., 27 Lane. 345 289 
 
 Rhodes v. Wetherill, 236 Pa., 
 
 66 61 
 
 Rice & Hutchins N. Y. Co. 
 V. Carsman, 15 Luz. L. 
 R., 435 163 
 
 Richland Water Co., McQuade 
 
 v., 39 Pa. C. C, 587 105 
 
 Riter-Conley Mfg. Co., Mc- 
 Kean v., 230 Pa., 319; 
 58 Pitts., 65 31 
 
 Conley Mfg. Co., Real Es- 
 tate Trust Co. v., 223 
 Pa., 350 88 
 
 Robinson v. McClure, 59 
 
 Pitts. L. J., 74 70 
 
 Penna. Water Co. v., 39 
 Pa. C. C, 260; 21 D. 
 R., 397 298 
 
 Rogers v. Toland, 43 Pa. 
 
 Super. Ct., 248 78 
 
 Rogers v. Torpey, 18 D. R., 
 
 653 67 
 
 Rollman, Donaldson v., 5 
 
 Berks, 291 67 
 
 Rosenbluth v. Reis Circuit Co., 
 
 36 Pa. C. C, 331 95 
 
 Roseto Republican Club, 20 
 
 D. R., 714 13 
 
 Ross V. Zillmer, 2 Westm. L. 
 
 J., 250 III 
 
 Roydhouse, Com. v., 233 Pa., 
 234; 13 North. Co. Rep., 
 88 46, 49 
 
 Russel V. Henry C. Patterson 
 Co., 48 Pa. Super. Ct., 
 571 31,32 
 
 V. Henry C. Patterson 
 Co., 232 Pa., 113 30 
 
 St. John's Beneficial Union, 
 20 D. R., 503; 27 Lane, 
 3S9; 24 York, 77 8,9,12 
 
TABLE OF CASES. 
 
 549 
 
 96 
 
 41 
 
 94 
 60 
 
 Joseph's Beneficial Soci- 
 ety of Columbia, 35 Pa. 
 
 Super. Ct., 80 
 Mary's Brewing Co., 
 
 Koehler v., 37 Pa. C. 
 
 C, 321 ; 228 Pa., 648 
 Samuel Black Co., Com. v., 
 
 223 Pa., 74; 34 Pa. 
 
 Super. Ct., 431 188 
 
 Hano Co. v. Hano, 224 
 
 Pa. 212 173 
 
 Scalp Level Borough, Wind- 
 
 ber Teleph. Co. v., 47 
 
 Pa. Super. Ct., 470 188 
 
 Schade v. Windber Teleph. 
 
 Co., 22 D. R., 468 23, 24 
 Schaffhauser v. Arnholt & 
 
 Schaefer Brewing Co., 
 
 218 Pa., 298 
 Schantz v. Homeopathic M. 
 
 & S. Hospital, S Berks, 
 
 C. L. J., 95, 179 
 Schimpflt, Jifkins v., 50 Pa. 
 
 Super. Ct., 331 
 Schlieper, Fell v., 39 Pa. C. 
 
 C, 461; 21 D. R., 989; 
 
 60 Pitts. L. J., 262 173 
 
 Schmitt, Moore v., 46 Pa. 
 
 Super. Ct., 584 121 
 
 Scholl V. Emerich, 36 Pa. 
 
 Super. Ct., 404 lOl 
 
 Schwartzschild & Sulzberger, 
 
 Com. v., 12 Dau. Co. 
 
 Rep., 159; 19 D. R.. 
 
 1035 195 
 
 Com. v., 14 Dau. Co. Rep., 
 
 30; 38 Pa. C. C, 26s 191 
 Scott's Estate, 25 Montg., 120 64 
 Scrahton Lunar Park Assn. 
 
 V. Osthaus, 8 Lack., 
 
 345 
 Trust Co., Nay Aug Lum- 
 ber Company v., 240 
 Pa., 500; 13 Lack. J., 
 
 193 
 Trust Co., Watson v., 21 
 
 D. R., 241 ; 240 Pa., 507 
 
 91,93 
 
 Security Co., King v., unre- 
 ported 130 
 
 Seddinger, Cornell v., 237 Pa., 
 
 389 41-42, 94 
 
 Segelbaum v. Kelker Street 
 Market Co., 16 Dau. Co. 
 Rep., 68 57 
 
 Seltzer, Com. T. L & Tr. Co. 
 
 v., 227 Pa., 410 29, 43, 45, 115 
 
 Shadyside Elec. Lt. Co., Alle- 
 gheny County v., 37 Pa.. 
 Super. Ct., 79 242 
 
 68 
 
 93 
 
 Shaw v._ White Sewing Ma- 
 chine Co., 2 Westm. L. 
 J., 305 131 
 
 Shelby Steel Tube Co., Com. 
 
 v., 13 Dau. Co. Rep., i 191 
 
 Shillington Council No. 186 
 O. L A., 3 Berks, 177; 
 20 D. R., 1098 216 
 
 Shirley, Spillane v., 22 D. R., 
 319; 40 Pa. C. C, 643 
 
 109, 252 
 
 Shurber, National Cash Reg- 
 ister Co. v., 41 Pa. 
 Super. Ct., 187 160, 162 
 
 Simpson, Douglass-Whisler 
 Brick Co. v., 233 Pa., 
 
 ^. .515^ 43-44 
 
 Smkmg Spring Water Co., 
 Gring v., 3 Berks, 215 ; 
 20 D. R., 891 29s, 304 
 
 Spring Water Co. v. Wy- 
 omissing Borough, S 
 Berks, C. L. J., IT, 197; 
 22 D. R., 716 298 
 
 Siracusa v. Miller Construc- 
 tion Co., 43 Pa. Super. 
 Ct., 466 29 
 
 Slate Belt Teleph. & Teleg. 
 Co., Consol. Teleph. 
 Co.'s of Penna. v., 13 
 Dau. Co. Rep., 86 285 
 
 Sloan V. Brown, 228 Pa., 495 80 
 
 Sloss-Sheffield Steel & Iron 
 Co., Tacony Iron Co. 
 v., 188 Fed. Rep., 8g6 160 
 
 Smith, Com. v., 19 D. R., 638 ; 
 
 37 Pa. C. C, 625 47 
 
 V. Western Maryland R. 
 R. Co., 35 Pa. C. C, 
 701; 18 D. R., 918 125 
 
 Snigo Mfg. Co. V. Raggio, i 
 
 Westm. L. J., 17s 126 
 
 Somerset Coal Co. v. Diamond 
 State Steel Co., 224 Pa., 
 217 118 
 
 Souder, Brentwood Realty Co. 
 v., 27 Montg. C. L. R., 
 157 162 
 
 South Fork-Portage Rwy. 
 Co., 40 Pa. C. C, 450; 
 60 Pitts. L. J., 775 257 
 
 Southard v. Home Life Ins. 
 Co. of America, 19 D. 
 R., 669 128 
 
 Southport Borough, John- 
 stown Teleph. Co. v.. 
 Pa. Super. Ct., 468 188 
 
 Spider Lake Saw Mill & Lum- 
 ber Co. V. Geisel's Ex- 
 ecutor, 36 Pa. C. C. 
 625 ; 19 D. R., 959 ; 12 
 Dau. Co. Rep., 248 164 
 
550 
 
 TABLE OV CASES. 
 
 Spillane v. Shirley, 22 D. R., 
 
 319; 40 Pa. C. C, 643 
 
 109, 252 
 Spring Brook Water Supply 
 
 Co; V. Penna. Coal Co., 
 
 54 Pa. Super. Ct., — 295 
 City Borough v. Montg. 
 
 & Chester Elec. Rwy. 
 
 Co., 35 Pa. Super. Ct., 
 ^ . 533 270 
 
 Springfield Water Co. v. 
 
 Phila. & Garretford St. 
 
 Rwy. Co., 45 Pa. Super. 
 
 Ct., 516 305,306 
 
 Sproul V. Trust Company, 39 
 
 Pa. C. C, 627 81 
 
 Stager, Com. v., 20 D. R., 650 48 
 Standard Knitting Wks., Dime 
 Dep. & Disc. Bank v., 
 12 Lack. J., 353 92 
 
 Mutual Life Ins. Co., De 
 la Rigaudiere v., 19 D. 
 R., 618; 37 Pa. C. C, 
 521 125, 128 
 
 Quemahoning Coal Co., 
 39 Pa. C. C, 97; 20 D. 
 R., 1006; 14 Dau. Co. 
 Rep., 271 95 
 
 Steel Car Co., Gearhart 
 
 v., 223 Pa., 385 53 
 
 Trust Co., Com. v., 31 Pa. 
 C. C, 206 154 
 
 Star Brewing Co., Com. v., 
 
 14 Dau. Co. Rep., 167 99 
 Gas Co., Fairchance Win- 
 dow Glass Co. v., 36 
 Pa. C. C, 338; 18D. R., 
 544 253 
 
 State Banks, 21 D. R., 517; 
 
 15 Dau. Co. Rep., 286 214 
 College Water Co., Boals- 
 
 burg Water Co. v., 240 
 Pa., 198, 209 39-40, 105, 108 
 
 Steinman v. Edison Illumin- 
 ating Co., 43 Pa. Super. 
 Ct., 77; 26 Lane, 178 242 
 
 Stephenson v. Dodson, 36 Pa. 
 
 Super. Ct., 343 161 
 
 Sterling v. H. F. Watson Co., 
 
 241 Pa., 105 60 
 
 Sterlingworth Rwy. Supplies 
 Co., Hilliard v., 221 Pa., 
 503 118 
 
 Stern, Mutual Trust Co. v., 
 
 235 Pa., 202 98 
 
 Sternbergh v. Brock, 225 Pa., 
 
 279 59 
 
 Stewart, Bernheimer & Sund- 
 
 heira v., unreported 133 
 
 Stiles, York Railways Co. v., 
 
 37 Pa. C. C, 257; 23 
 
 York, 69 259 
 
 Stoddard v. Kline, 51 Pa. 
 
 Super. Ct., 23 121 
 
 Stoke's Estate (No. i), 240 
 
 Pa., 277 64 
 
 Estate (No. 2), 240 Pa., 
 
 288 64 
 
 Stoner v. Phillipi, 41 Pa. 
 
 Super. Ct., 118 164 
 
 Strickler v. McElroy, 40 Pa. 
 
 Super. Ct.,,277 43 
 
 McElroy v., 45 Pa. Super. 
 
 Ct, 165 55,56 
 
 Stroudsburg, W. G. & P. Rwy. 
 Co., Portland Borough 
 v., 21 D. R., 96s; 13 
 North. Co. Rep., 129 270 
 
 Struber's Appeal, 229 Pa., 
 
 184 129 
 
 Struthers Coal & Coke Co. v. 
 Union Trust Co., 227 
 Pa., 29 88 
 
 Suburban Press, Phila. Subur- 
 ban Pub. Co. v., 227 Pa., 
 148; 18 D. R., 997 16 
 
 Rapid Transit Co. v. 
 Monongahela Nat. Gas 
 Co., 230 Pa., 109 254 
 
 Sun Company, Excelsior Com- 
 pany v., II Del., 294 166 
 
 Susquehanna & York Tpk. Co. 
 V. Hauser, 20 D. R., 11 
 
 291,292 
 Boom Co., Brown v., 109 
 
 Pa., 57 145 
 
 Boom Co., Citizens' Elec- 
 tric Co. v., 227 Pa., 448 219 
 
 Tacony Iron Co. v. Sloss- 
 Sheffield Steel & Iron 
 Co., 188 Fed. Rep., 8g6 160 
 
 Tanner v. H. C. Fox & Sons, 
 Inc., 21 D. R., 1030; 40 
 Pa. C. C, 136 249 
 
 Tarentum Borough, Taren- 
 tum Water Co. v., 230 
 Pa., 148 297 
 
 Water Co. v. Tarentum 
 Borough, 230 Pa., 148 297 
 
 Taylor v. Erie City Pass. 
 Rwy. Co., 37 Pa. Super. 
 Ct., 292 281 
 
 Temple Iron Co., Wyoming 
 Val. Brick Mfg. Co. v., 
 22 D. R., 88 124 
 
 Tenth National Bank v. Con- 
 struction Company, 227 
 Pa., 354 115 
 
 Textile Mutual Fire Ins. Co., 
 Com. v., II Dau. Co. 
 Rep., SI 116, 117 
 
 Thayer v. Thompson, 220 Pa., 
 
 241 20 
 
TABLS OF CASES. 
 
 551 
 
 Third National Bank, Inter- 
 state Securities Co. v., 
 35 Pa. Super. Ct., 277 38 
 National Bank, Interstate 
 Securities Co. v., 231 
 Pa., 422 39 
 
 Thomas, Kelly v., 234 Pa., 419 
 
 45. 131, 176 
 Kent Mfg. Co., Clifton 
 Heights Borough v., 220 
 Pa., 585 107 
 
 Thompson, Anthracite Water 
 Co. v., 7 Schuyl. L. R., 
 219 106 
 
 Oak Grove Water Co. v., 
 
 235 Pa., 486 106, 107 
 
 Thayer v., 220 Pa., 241 20 
 
 Tilbury v. Bridge Co., 57 
 
 Pitts., 589 6 
 
 Tionesta Water Supply Co., 
 Porter v., 22 D. R., 410; 
 40 Pa. C. C, 580 295 
 
 Tipton Water Co., Bland v., 
 
 222 Pa., 28s 295 
 
 Tobias V. National Slavonic 
 
 Society, 20 D. R., 427 127 
 
 Toland, Rogers v., 43 Pa. 
 
 Super. Ct., 248 78 
 
 Tomlinson, New Method 
 Steam Laundry Co. v., 
 17 D. R., 362 95 
 
 Tonopah Mining Co. of Ne- 
 vada, Com. v., 12 Dau. 
 Co. Rep., 91 191 
 
 Mining Co. of Nevada, 
 Com. v., 12 Dau. Co. 
 Rep., 95 ; 19 D. R., 260 197 
 
 Torbert v. Mahanoy City 
 Water Co., 7 Schuyl. L. 
 R., 12 108,316 
 
 Mahanoy City Water Co. 
 v., 7 Schuyl. L. R., 54 107 
 
 Torpey, Rogers v., 18 D. R., 
 
 653 67 
 
 Traction Co., Bullock E. M. 
 
 Co. v., 4 Leh., 12 119 
 
 Tradesmen's Trust Co. of 
 Phila., Com. v., 237 Pa., 
 316 . 15s 
 
 Trainer v. Trainer Spinning 
 
 Co., 224 Pa., 45 28 
 
 Spinning Co., Trainer v., 
 224 Pa., 45 28 
 
 Transit Co., Girard Trust Co. 
 
 v., 8 Schuyl. L. R., 236 45 
 
 Trialax Co. v. Tryalax Mfg. 
 
 Co., 60 Pitts. L. J., 679 127 
 
 Tryalax Mfg. Co., Trialax 
 Co. v., 60 Pitts. L. J., 
 679 127 
 
 Trotter Water Co., Eastman 
 
 v., 222 Pa., 355 293 
 
 Truby v. American Nat. Gas 
 Co., 38 Pa. Super. Ct., 
 166 107 
 
 Trust Company, Sproul v., 39 
 
 Pa. C. C, 627 81 
 
 Trustees for Prprs. of Kings- 
 ton Twp. V. Lehigh Val. 
 Coal Co., 16 Luz. L. R., 
 164 29 
 
 Tuckahoe Lithia Water Co., 
 Tuckahoe Mineral 
 
 Springs Co. v., 18 D. R., 
 987 . 95 
 
 Mineral Springs Co. v. 
 Tuckahoe Lithia Water 
 Co., 18 D. R., 987 95 
 
 T. W. PhilHps Gas & Oil Co. 
 V. Butler County, 51 Pa. 
 Super. Ct., 158 182 
 
 Gas & Oil Co., Punxsu- 
 tawney Borough v., 238 
 Pa., 23 145,252 
 
 Union & Northumberland 
 Counties, Lewisburg 
 Bridge Co. v., 232 Pa., 
 255 221 
 
 League of Phila., Myers 
 v., 17 D. R., 301 25 
 
 of Phila. V. Ransley, 39 
 Pa. Super. Ct., 514 189 
 
 National Life Ins. Co., 
 37 Pa. C. C, 273; 58 
 Pitts., 2; 13 Dau. Co. 
 Rep., 96 248 
 
 Surety & Guaranty Co., 
 Com. v., 14 Dau. Co. 
 Rep., 21 112, 113 
 
 Surety & Guaranty Co., 
 Com. v., 37 Pa. Super. 
 Ct., 167 112 
 
 Teleph. Co. of Erie v. 
 Greenville Borough, 36 
 Pa. C. C, 197; 18 D. 
 R., 932 187 
 
 Trust Co., Struthers Coal 
 & Coke Co. v., 227 Pa., 
 29 88 
 
 Trust Co. of Lancaster v. 
 Berwick Con. Gas Co., 
 196 Fed. Rep., 511 87 
 
 Trust Co. of Pgh., Com. 
 v., 237 Pa., 353 ; 15 Dau. 
 Co. Rep., 1 10 206 
 
 Uniontown Radial St. Rwy. 
 Co., Keys v., 236 Pa., 
 611 259 
 
 Radial St. Rwy. Co., Mor- 
 ris v., 41 Pa. C. C., 69 259 
 United Elec. Lt. Co. v. East 
 
 Pittsburgh, 230 Pa., 65 246 
 
 Gas Impt. Co., Bower v., 
 37 Pa. Super. Ct., 113 210 
 
552 
 
 TABLE OF CASES. 
 
 Mutual Benefit Assn., 36 
 
 Pa. C. C, 109 216 
 
 States Brick Co. v. Mid- 
 dletown Shale Brick 
 Co., 228 Pa., 8i; 2 
 Berks, 3 115 
 
 States Circle Swing Co. 
 V. Reynolds, 224 Pa., 
 577 160 
 
 States Fidelity & Guar- 
 anty Co., Com. v., 18 D. 
 R., 656 166 
 
 Teleph. Co., Gettysburg 
 
 v., 19 D. R., 87s 186 
 
 Traction Co., Reading v., 
 3 Berks, 245; 232 Pa., 
 303 39, 271 
 
 Traction Co., Reading 
 City v., 236 Pa., 197; 4 
 Berks Co. L. J., 189 283 
 
 Vandegrift, Com. v., 232 Pa., 
 
 53 46 
 
 Vandersaal, Bair & Gazzam 
 Mfg. Co. v., 36 Pa. 
 Super. Ct., 615 30 
 
 Van Sickle & Warner Co. v. 
 Jacobson Gas Engine 
 Co., 20 D. R., 68; 11 
 Del, 252 124 
 
 Veteran Volunteer Firemen's 
 Assn. of Shamokin, 
 Pa., 20 D. R., S3 7.8 
 
 Victor Brewing Co., Com. v., 
 
 14 Dau. Co. Rep., 181 99 
 
 Vinton Colliery Co. v. Black- 
 lick & Yellow Creek R. 
 R. Co., 226 Pa., 131 4 
 
 Vulcanite Paving Co. v. 
 Phila. Rapid Transit 
 Co., 220 Pa., 603 282 
 
 Wadsworth Rowland & Co., 
 
 19 D. R., 366 162 
 
 Wagner v. Phila., B. & T. St. 
 Rwy. Co., 233 Pa., 114 
 
 92, 116 
 V. Purity Water Co., 241 
 Pa., 328; 39 Pa. C. C, 
 337 298 
 
 Walenk, Hall's Safe Co. v., 
 42 Pa. Super. Ct., 576; 
 ID Lack., 353 162 
 
 Walker, Brindley v., 221 Pa., 
 
 287 28 
 
 Wallace, Mcllvain v., 47 Pa. 
 
 Super. Ct., 448 31 
 
 Warner, Lauderback v., 37 
 
 Pa. Super. Ct., 136 242 
 
 Warren v. Queen & Co., 240 
 
 Pa., 154 60 
 
 Borough, Lesser v., 237 
 Pa., SOI ; 21 D. R., S78 302 
 
 Silica Co.'s Petition, 21 D. 
 R., 367 172 
 
 Washington & Canonsburg 
 Rwy. Co., Houston Bor- 
 ough v., 234 Pa., 24s 284 
 
 Water Supply Commission, 22 
 
 D. R., 96 309 
 
 Watson V. Scranton Trust 
 Co., 240 Pa., 507; 21 D. 
 R., 241 91,93 
 
 Weitzenkorn, Harvey v., 232 
 
 Pa., 447; IS Luz., 240 68 
 
 Welliver v. Irondale Elec. 
 Light, Ht. & Pr. Co., 
 38 Pa. Super. Ct., 26 102 
 
 Welsbach Co., Com. v., 16 
 
 Dau. Co. Rep., 130 202 
 
 Welser, Del., L. & W. R. R. 
 
 Co. v., 233 Pa., IS4 99 
 
 Weschler v. Buffalo & Lake 
 Erie Traction Co., 51 
 Pa. Super. Ct., 92 3s 
 
 West V. Dyson, 230 Pa., 619 86 
 Chester Borough, James 
 
 v., 220 Pa., 490 298 
 
 Chester v. Postal Tele- 
 graph-Cable Co., 227 
 Pa., 384; 38 Pa. Super. 
 Ct., 603; i8 D. R., loi 
 
 184, 186, 187 
 Conshohocken Water Co., 
 29 Montg., 9; 4 Mun., 
 138 302 
 
 West Side Belt R. R. Co., 
 Pittsburgh Construction 
 Co. v., 227 Pa., 90; 232 
 Pa., 578 171 
 
 Western Maryland R. R. Co., 
 Smith v., 35 Pa. C. C, 
 701 ; 18 D. R., 918 125 
 
 Westmoreland Coal Co., Mil- 
 ler v., 40 Pa. C. C, 399 80 
 Lodge V. Keystone State 
 B. & L. Assn., 2 Westm. 
 L. J., 337 126 
 
 Water Co., Greensburg 
 Borough v., 240 Pa., 
 481 96, 306 
 
 Wetherill, Rhodes v., 236 Pa., 
 
 66 61 
 
 Wettengel v. Allegheny Coun- 
 ty Light Co., 223 Pa., 
 79 246 
 
 Whipple V. Bowen, s Leh. C. 
 
 L. J.. 25 S 
 
 Whitehall Twp. v. Water Co.; 
 
 S Leh., 171 306 
 
 White Haven Borough v. 
 White Haven Water 
 Co., 209 Pa., 166 97 
 
TABLE OF CASUS. 
 
 553 
 
 Haven Water Co., Com. 
 v., II Dau. Co. Rep., 
 22 203 
 
 Haven Water Co., Com. 
 v., 16 Dau. Co. Rep., 
 I 196 
 
 Haven Water Co., White 
 Haven Borough v., 209 
 Pa., 166 97 
 
 Sewing Machine Co., 
 Shaw v., 2 Westm. L. 
 J-. 30s 131 
 
 Whitney, Albany City Insur- 
 ance Co. v., 70 Pa., 248 174 
 
 Wiener v. American Ins. Co. 
 of Boston, 224 Pa., 292 ; 
 39 Pa. Super. Ct., 219 174 
 
 Wilkes-Barre, Con. Teleph. 
 Co.'s of Penna. v., 17 
 D. R., 487 284 
 
 William M. Lloyd Co., Com. 
 v., IS Dau. Co. Rep., 
 149 204 
 
 Williamsport & N. B. R. R. 
 Co., Bailey v., 174 Pa., 
 114 124 
 
 V. Citizens Water & Gas 
 
 Co., 232 Pa., 232 129, 304 
 V. Williamsport Water 
 
 Co., 232 Pa., 255 303 
 
 Water Co., Williamsport 
 v., 232 Pa., 255 303 
 
 Willis V. Pgh. Rwy. Cos,, 234 
 Pa., 120; 56 Pitts., 415 
 
 258, 282 
 
 Wilmerding Lodge Loyal 
 Order of Moose, 19 D. 
 R., 651; 37 Pa. C. C, 
 526; 57 Pitts., 637 10 
 
 Wilson V. Bell Teleph. Co., 
 20 D. R., 1 123; 3 Berks, 
 263 3, S, 284 
 
 Windber Teleph. Co. v. Scalp 
 Level Borough, 47 Pa. 
 Super. Ct., 470 188 
 
 Teleph. Co., Schade v., 22 
 D. R., 468 23,24 
 
 Wineman, Com. v., 21 D. R., 
 
 911 27 
 
 Winter v. Iron City Stamping 
 Co., SI Pa. Super. Ct., 
 II . 38 
 
 Wolfe V. Limestone Council 
 
 No. 373, 233 Pa., 357 218 
 
 Wolfenden, Phila. Medical 
 Publishing Co. v., 239 
 Pa., 262 69 
 
 Women's Penna. Society P. C. 
 A., Lovell v., 235 Pa., 
 601 20 
 
 Woodlawn Elec. St. Rwy. Co., 
 Economy Improvement 
 Co. v., 19 D. R., 491 ; 
 57 Pitts., 273 272,280,281 
 Wood's Appeal, 92 Pa., 379 80 
 Wrightsville Hdw. Co., Birn- 
 stock v., 26 York L. R., 
 83 86 
 
 Wyoming Val. Brick Mfg. 
 Co. V. Temple Iron Co., 
 22 D. R., 88 124 
 
 Val. Co.-Op. Assn., 198 
 Fed. Rep., 436 241 
 
 Wyoraissing Borough, Sink- 
 ing Spring Water Co. 
 v., 5 Berks, C. L. J., VI, 
 197; 22 D. R., 716 298 
 
 Yasivitis v. Coal Company, 
 
 16 Luz. L. R., no 126 
 
 Yeagley v. Co-Operative 
 
 Assn., 22 York, 116 241 
 Yeingst v. Phila., Hbg. & 
 Pgh. R. R. Co., 40 Pa. 
 Super. Ct., 106 2,5 
 
 York Bridge Co., Fahs v., 18 
 D. R., 381; 10 Lack., 
 146 125 
 
 Bridge Co., Musselman v., 
 35 Pa. C. C, 532; 18 D. 
 R., 850 124 
 
 Coated Paper Co., Miller 
 Paper Co. v., 34 Pa. 
 Super. Ct., 315 251 
 
 Coated Paper Co., Miller 
 v., 39 Pa. Super. Ct., 
 538 42, 85 
 
 County V. York Rwys. 
 Co., 26 York L. R., loi 277 
 
 Haven Elec. Power Plant 
 Co., Conoy Twp. Su- 
 pervisors v., 222 Pa., 
 319 181 
 
 Railways Co. v. Stiles, Z7 
 Pa. C. C, 257 ; 23 York, 
 69 259 
 
 Railways Co., York Coun- 
 ty v., 26 York L. R., 
 loi 277 
 
 Railways Co., iYork v., 
 229 Pa., 236 271, 272 
 
 Silk Milling Co., Com. 
 v., 192 Fed. Rep., 81 193 
 
 Trust Co. V. Pullman 
 Mfg. Co., 237 Pa., 261 118 
 
 V. York Railways Co., 229 
 Pa., 236 271, 272 
 
 Zillmer, Ross v., 2 Westm. L. 
 
 J., 250 III 
 
 36 
 
INDEX. 
 
 [All references are to sections.] 
 
 ACKNOWLEDGMENT 
 
 of articles of association, 543, 71. 
 ADVERTISEMENT OF CORPORATE ACTION, 62, 81. 
 AGENTS 
 
 of corporations, 163. 
 
 liability for acts of, 168. 
 
 of foreign corporations, 705, 709. 
 
 insurance, 1326, 1953, 1956, 1961. 
 
 officers of corporations are, 146. 
 
 personal liability of, l68a. 
 
 AMENDMENTS TO CHARTERS, 102, 103. 
 advertisement of notice of, 81. 
 of bridge companies, I077a-I077c. 
 insurance companies, 1992, 2018, 2052. 
 public service corporations, 2104. 
 
 ANTHRACITE COAL, TAX ON, 8473-8476. 
 APPEALS 
 
 from decrees refusing charters, 68a. 
 boards of arbitrators, 619. 
 
 ARTIFICIAL GAS COMPANIES. See Ptrsuc Service Corporations. 
 local taxation of, 756, 764. 
 
 municipal regulation of, and impositions on, 907, 908, 1330. 
 powers of, 889. 
 reasonableness of charges of, for gas, 903. 
 
 ASSETS 
 
 distribution of, of insolvent corporations, 559. 
 of trust companies and banks, 1690. 
 of dissolved corporations, 687. 
 unpaid subscriptions are, 553. 
 
 ASSOCIATIONS. See Beneficial Associations; Charitable Asso- 
 ciations. 
 
 literary, library, etc., 51, 1239. 
 ATTACHMENT EXECUTION, 568a, 625. 
 ATTACHMENT UPON SHARES OF STOCK, 324I, 324m. 
 ATTACKS ON SPECIAL FRANCHISES, 46. 
 ATTORNEY GENERAL 
 
 appointment of receivers on motion of, 560. 
 
 555 
 
556 INDEX. 
 
 [All references are to sections.] 
 
 BANKS. See Savings Banks. 
 
 appointment of temporary receivers of, 70oe. 
 
 bonds, etc., held by state and savings, not taxable when, 833. 
 
 bonus on capital of, consolidating, 778a. 
 
 capital stock of, 935, 938. 
 
 cashiers of, not to engage in any other occupation, 954. 
 
 definition of "immediate demand liabilities," etc., 1002. 
 
 directors of, to take oath, 945a. 
 
 distribution of assets of, i6go. 
 
 dissolution of, for non-user, 923. 
 
 because of impaired capital, 700a. 
 
 without capital stock, 700b. 
 
 refusing to submit to examination, 700c. 
 
 in an unsafe condition, 7ood. 
 embezzlement by officers and employes of, 135. 
 injunctions by, against dissolution proceedings, 70of. 
 interest may be paid on time deposits, 961. 
 may loan money on unincumbered real estate, 932. 
 
 purchase bonds, etc., 932. 
 regulation of loans of, 950. 
 
 penalty for circulating false statements as to condition of, 923a. 
 taxation of bonds, etc., held by, 833. 
 time deposits in, 1002. 
 
 BENEFICIAL ASSOCIATIONS, loii, 1015, 1019. 
 
 dissensions in, 1033. 
 
 not insurance companies, 1029. 
 BONDS. See Tax on Corporate Loans. 
 
 illegally issued or transferred, 365. 
 
 may be issued to be pledged as collateral, 3S2a. 
 
 of public service corporations, 2106-2108, 2135, 2151, 2158, 2159, 2200. 
 
 power to hold, of other corporations, 421. 
 
 taxation of, held by savings institutions without capital stock, 833a. 
 
 BONUS 
 
 decisions relating to, 783. 
 
 payment of, by consolidating corporations, 663b, 663g. 
 
 consolidating banks and trust companies, 778a. 
 
 foreign corporations, 779. 
 
 limited partnership associations, 780. 
 
 BOOKS OF CORPORATIONS, 114. 
 
 inspection of, by stockholders, 115. 
 
 by directors, 115a. 
 of manufacturing companies, i3S9a. 
 public service companies, 2085. 
 BOOM AND LOGGING COMPANIES, 1049. 
 BOROUGHS 
 
 may erect water works when, 1788. 
 municipal impositions in, 761. 
 
INDEX. 557 
 
 [All references are to sections.] 
 
 BRIDGE COMPANIES 
 
 amendment of charters of, when traffic has been diverted, etc., 
 I077a-I077c. 
 BRIDGES 
 
 acquisition of toll, by cities, iioo-iioog, liooh-liooq. 
 
 cities, cost to be divided with county, iiooh- 
 
 iiooq. 
 counties, io86-io86g. 
 occupancy of public, by street railway companies, 1596. 
 rebuilding of, connecting two counties, 1078, 1079. 
 taking of, on county lines, 1091. 
 BUILDING AND LOAN ASSOCIATIONS 
 may accumulate a reserve fund, iisoa. 
 may make temporary loans to other associations, 1150b. 
 officers of, 1129, 1129b. 
 
 validation of conveyances of, made after expiration of charter, 1138. 
 BY-LAWS, 96, 97- 
 
 of insurance companies, 1983, 2005, 2039. 
 CANAL COMPANIES 
 
 estate taken by, under right of eminent domain, 454. 
 ship, 1477. 
 CAPITAL STOCK. See Capitai, Stock Tax; Stock. 
 agreement among stockholders as to sales of, 264. 
 certificates of, 322. 
 
 exemption of corporations paying the, from tax on moneyed cap- 
 ital, 775. 
 fraudulent sales of, 263. 
 how may be issued, 240. 
 increase of, 246-247. 
 
 advertisement of notice of, 81. 
 
 of public service corporations, 246a, 2106-2108, 2135, 
 2158, 2159, 2200. 
 of banks, 935. 
 
 insurance companies, 1976, 1980, 1998, 2002, 2009, 2012, 
 2017, 2032, 2036, 2042, 2043. 
 payment of 10 per cent, of, on incorporation, 78, 1663. 
 sales on margin, 265. 
 subscriptions for, 274, 279, 306. 
 
 ten per cent, of, to be paid in before incorporation, 78, 1663. 
 transfer of certificates of, 324-332. 
 CAPITAL STOCK TAX 
 
 acts imposing the, 785. 
 
 exemption of manufacturing and laundering companies from pay- 
 ment of, 806, 808, 809. 
 corporations manufacturing denatured alcohol, 8o6a. 
 reports and appraisements, 792, 794. 
 
 what proportion of capital stock not subject to, 801, 8oia. 
 miscellaneous, 814. 
 
SS8 INDEX. 
 
 [All references are to sections.] 
 
 CASUALTY INSURANCE COMPANIES 
 acceptance of Act of June i, 191 1, 2010. 
 amendment of charters, 2018. 
 annual meetings, 2006. 
 articles of association, 1995, 2000, 2001. 
 capital stock, 1998, 1999, 2002, 2008, 2011. 
 
 additional, 2009. 
 certificates of authority, 2002. 
 companies subject to act, 2019. 
 directors, election of, 2006. 
 dividends, 2016. 
 elections, 2006. 
 
 estimation of condition of, 2075-2078. 
 forbidden investments, 2014. 
 forfeiture of charters for non-user, 2003. 
 incorporation of, 199S, 1996, 1999, 2000. 
 investment of capital and funds, 2013. 
 
 surplus, 2014. 
 ofiScers of, 1997. 
 policies, 2007. 
 
 health and accident, 2020. 
 provisions in, 2020, 2021. 
 of foreign companies, 2023. 
 act not to apply to certain, 2024. 
 penalty for issuing, prohibited by act, 2025. 
 only corporations may issue, 2026. 
 real estate, holding of, 2015. 
 recording of articles of association, 2001. 
 seal, 2005. 
 
 subscription books of, 1997. 
 terms of charters, 2004. 
 withdrawal of capital, 2017. 
 CEMETERY COMPANIES, 1165, 11653, 1165b. 
 
 relocation of burial grounds of, Ii76a-li76d. 
 CERTIFICATES 
 
 receivers', 564. 
 CERTIFICATES OF STOCK, 322, 324, 324c, 324d, 324h, 3241, 324111, 
 
 324P. 
 CHANGES OF NAMES OF CORPORATIONS, 107, 109. 
 CHARITABLE ASSOCIATIONS 
 
 dissolution of, 693. 
 CHARTERS 
 
 alteration of, 44. 
 amendments to, 102, 103. 
 
 of insurance companies, 1992, 2018, 2052. 
 appeals from decrees granting or refusing, 68a. 
 applications for, of public service corporations, 83a, 2103. 
 church, 66, 1855. 
 
iNDUx. 559 
 
 CHARTmS— Continued. 
 
 [All roterencea are to Bectlons.] 
 
 collateral attacks on, 45, 46. 
 
 construction of, 404. 
 
 filing of applications for, of corporations of Class i, 63. 
 
 forfeiture of, for non-user, 95. 
 
 granting of, to beneficial associations, 1015. 
 
 notice of intention to apply for, 81. 
 
 of public service corporations, 83a, 2103. 
 
 publication of notice of intention to apply for, 62, 81. 
 
 recording of, 85, 87. 
 
 of insurance companies, 2001, 1979, 2035. 
 renewal of, 112. 
 
 requisites of, of corporations of first class, 59, 63. 
 revocation or alteration of, 44. 
 validation of acts done by corporations before recording, 87. 
 
 certain electric light company charters, 1228a. 
 
 conveyances of manufacturing companies the char- 
 ters of which have expired, 442. 
 when, will be refused, 65. 
 
 will not be refused, 67. 
 CHURCH CHARTERS, 66. 
 CHURCHES 
 
 inactive and defunct, disposition of property of, 1855a. 
 property of, how to be held, 1855. 
 validation of charters of certain, 1855. 
 
 CITIES 
 
 condemnation of toll bridges by, lioo-liooq. 
 
 of the third class, municipal impositions in, 760. 
 
 first class may build or purchase street railways, I549a-i549k. 
 COAL 
 
 tax on anthracite, 847a-847c. 
 
 COLLATERAL 
 
 bonds may be issued to be pledged as, 352a. 
 
 COLLATERAL ATTACKS ON CHARTERS, 45, 46. 
 COMMISSIONER OF BANKING 
 
 corporations not to be formed with "trust" as part of title which are 
 not subject to supervision of, 1660. 
 
 duties of, in connection with insolvent banks, 923, 70oa-70od. 
 
 to prosecute bank officials and employes for embezzlement, 135. 
 COMMON CARRIERS. See Pubiic Service Corporations. 
 CONSEQUENTIAL DAMAGES, 457- 
 CONSOLIDATION AND MERGER, 663-663i. 
 
 advertisement of notice of, 81. 
 
 bonus payable on the, of banks and trust companies, 778a. 
 
 of natural gas companies, 1386. 
 
 of public service companies, 2108. 
 CONSTRUCTION OF CHARTERS, 404. 
 
560 INDEX. 
 
 [All references are to sections.] 
 
 CONSTRUCTION OF WORKS 
 
 extension of time for, 95, 1814a, 1814b. 
 CONTRACTS BETWEEN MUNICIPALITIES AND PUBLIC 
 
 SERVICE CORPORATIONS, iS49, 2085, 2113. 
 CONVERSION OF SHARES OF STOCK, 335. 
 CO-OPERATIVE ASSOCIATIONS, 1192. 
 "CORPORATION ACT OF 1874" 
 
 Act of April 29, 1874, P. L. 73, may be cited as, i8s8a. 
 CORPORATIONS. See Corporations of the First Class; Corpora- 
 tions OF THE Second Ci,ass ; Charters ; Insolvent Corpora- 
 tions; Public Service Corporations. 
 
 agents of, 163. 
 
 are "persons," 43. 
 
 books of, 114, IIS, 1153- 
 
 capital stock of, 240, 263, 264, 266, 274, 279, 306. 
 
 chancery jurisdiction over, 606. 
 
 directors, 186, 187, 190. 
 
 elections of, 218, 222. 
 
 "for any lawful purpose not specifically designated," 70. 
 
 existence of, admitted unless put in issue, 579. 
 
 foreign corporations, 702, 703, 705, 709, 710, 714, 722, 734, 737. 
 
 formed by trustees under trusts created by bequests or gifts for 
 the establishment of libraries, etc., i83Sa-i83Sg. 
 
 indebtedness of, 361, 373. 
 
 inspection of books of, 115, 115a. 
 
 liability of, to license taxes, 764, 770, 771. 
 
 local taxation of public service, 748, 749. 
 
 merger and consolidation of, 663-663!, 81. 
 
 municipal impositions on, 760, 761. 
 
 names of, 406, 407. 
 
 officers of, 135, 142, 151, 159. 
 
 organized for profit by executors or trustees, 1834. 
 
 organized under trusts for libraries, etc., i83Sa-i83Sg. 
 
 payment by, of ten per cent, of authorized capital stock, 78, 1663. 
 
 receivers of insolvent, 560-566. 
 
 reorganization of, by purchasers at judicial sales, 642, 646, 651. 
 
 service of process on, 586, 587, 603. 
 
 state taxation of, 747a, 774, 792, 801, 808, 819, 821, 833, 835, 837. 
 
 suits by and against, 532, 579, 587, 607, 607a, 611, 614, 617, 619, 
 1949-1950. 
 CORPORATIONS FOR "THE TRANSACTION OF ANY LAW- 
 FUL BUSINESS," 70, 1831. 
 
 reorganization of, formed under Par. 18, second class. Sec. 2, Act 
 of April 29, 1874, 1831. 
 CORPORATIONS OF THE FIRST CLASS 
 
 certificate of incorporation, 53, 54a. 
 
 filing of applications for charters of, 63. 
 
 income of, 55, 434a. 
 
INDEX. 561 
 
 [All references are to sections.] 
 
 CORPORATIONS OF THE FIRST CLASS— Continued. 
 
 incorporators, 57. 
 
 may not be formed having a membership of artificial persons such 
 as firms, corporations, etc., 43. 
 
 membership in, 60. 
 
 requisites of charters of, 59. 
 
 when charters will be refused, 65. 
 CORPORATIONS OF THE SECOND CLASS 
 
 provisions for formation of, 70-85. 
 COUNTIES 
 
 condemnation of toll bridges by, io86-io86g. 
 
 construction of bridges, tunnels, etc., by, 1596. 
 
 to divide cost with cities condemning toll bridges, iiooh-liooq. 
 COUPONS 
 
 actions on, 366. 
 COURTS OF COMMON PLEAS 
 
 chancery jurisdiction of, over corporations, 606. 
 
 jurisdiction of, in the matter of corporation mortgages, 342, 372, 
 606. 
 DAMS 
 
 jurisdiction of Water Supply Commission over, i8o8-i8o8i. 
 
 DE FACTO CORPORATIONS, 45- 
 DE FACTO OFFICERS, 150. 
 DENATURED ALCOHOL 
 
 exemption from capital stock tax of corporations manufacturing, 
 806a. 
 
 DIRECTORS 
 
 as preferred creditors, 196. 
 contracts between, and their corporations, igs- 
 inspection of books by, iisa. 
 liability of, 189, 190, igi. 
 may act only at board meetings, 186. 
 must account for secret profits, 192. 
 notice of board meetings, 187. 
 oaths to be taken by, of banks, etc., g4Sa. 
 power of, to declare dividends, 390. 
 refusal of, to institute legal proceedings, 202. 
 DISSOLUTION 
 
 injunctions by banks against proceedings in, 7oof. 
 
 notice of, 81. 
 
 of banks because of impaired capital, 700a. 
 
 for non-user, 923. 
 
 without capital stock, 700b. 
 
 refusing to submit to examination, 700c. 
 
 in an unsafe condition, 70od. 
 certain turnpike corporations and commissions, 674-674C. 
 charitable associations, 693. 
 
562 INDEX. 
 
 [All references are to aectlonB,] 
 mSSOLVTION— Continued. 
 
 corporations at expiration of charter period, 672. 
 powers of a liquidating trustee, 680. 
 DISSOLVED CORPORATIONS 
 distribution of assets of, 687. 
 notice of dissolution of, 81. 
 status of, at expiration of charter period, 814. 
 DISTRIBUTION 
 
 of assets of dissolved corporations, 687. 
 insolvent corporations, 559. 
 trust companies and banks, 1690. 
 DIVIDENDS, 390, 391, 39ia. 
 
 DRAINAGE AND MEADOW COMPANIES, 1217, 1221a. 
 EASTERN PENNA. STATE INSTITUTION FOR FEEBLE- 
 MINDED 
 operation of railways on grounds of, 1918b. 
 ELECTIONS 
 
 evidence of right to vote at, 218. 
 invalid, 221. 
 judges of, 221. 
 
 quo warranto to test validity of, 229, 517. 
 supervision of, by courts, 222. 
 ELECTRIC LIGHT COMPANIES. See Pou and W»e Licenses; 
 Public Service Corporations. 
 municipal control of, 1230. 
 poles and wires of, on highways, 1231. 
 rates of, 1225. 
 
 validation of charters improvidently issued to, 1228a. 
 ELEVATED RAILROAD COMPANIES 
 
 may sell or lease lines to cities of first class, I549e. 
 contract with municipalities, 1549. 
 EMBEZZLEMENT 
 
 by officers and employes of certain corporations, 135. 
 EMINENT DOMAIN 
 
 bond for payment of damages, 473. 
 consequential damages, 457. 
 
 estate taken by canal companies under right of, 454. 
 exercise of right of, by street railway companies, 1520, 1522, 1526. 
 cities of first class in construction of street 
 railways, i549f-iS49k. 
 manufacturing corporations, rights under, 478. 
 measure of damages, 468. 
 
 method of taking property under the right of, 461. 
 rule to test right of exercise of, by ejectment, 485. 
 taking of property by water companies, 481, 1770, 1771, 1797. 
 
 of companies possessing the right of eminent 
 domain, 459. 
 unauthorized entry, 474. 
 
INDEX. 563 
 
 [AH references are to sections.] 
 
 EQUITY, COURTS OF 
 injunctions, 608. 
 
 jurisdiction of, of corporations, 606. 
 supervision of elections by, 222. 
 EXECUTIONS, 628. See Attachment Execution. 
 EXEMPTION 
 
 from capital stock of manufacturing and laundering corporations, 
 808. 
 
 local taxation of public service corporations, 748, 749. 
 tax on moneyed capital of corporations paying a tax upon 
 capital stock, 775. 
 capital stock of corporations manufacturing dena- 
 tured alcohol, 806a. 
 taxation of certain corporate loans, 819. 
 EXTENSION OF TIME WITHIN WHICH CORPORATIONS 
 
 SHALL COMPLETE WORKS, 95, 1814a, 1814b, 2104. 
 EXPULSION 
 
 of members of corporations, 124, 128. 
 FALSE STATEMENTS 
 
 relative to financial condition of banks, etc., penalty for making, 
 923a. 
 FERRY COMPANIES 
 
 powers of, 11 16. 
 FIRE AND MARINE INSURANCE COMPANIES 
 acceptance of Act of June i, 191 1, 1986. 
 amendment of charters, 1992. 
 annual meetings, 1984. 
 articles of association of, 1974, 1978. 
 
 form of, 2082. 
 by-laws, 1983. 
 capital, minimum paid-up, 1986. 
 
 of foreign companies, 1987. 
 certificates of authority, 1980. 
 dividends, 1991. 
 election of directors, 1984, 
 forbidden investments, 1989. 
 forfeiture of charter for non-user, 1981. 
 incorporation of, 1973. 
 investments of capital, 1988. 
 surplus, 1989. 
 letters patent, 1978. 
 
 may insure against caving in of surface over coal mines, i267d. 
 damages from leaking sprinklers, etc., 1307a. 
 lightning, explosions, etc., I267d. 
 oiBcers of, 1975. 
 policies, execution of, 1985. 
 purposes for which, may be incorporated, 1973. 
 real estate, holding of, 1990. 
 
564 INDKX. 
 
 [All references are to sections.] 
 
 FIRE AND MARINE INSURANCE COUPAHmS— Continued. 
 recording charters of, 1979. 
 seal, 1983. 
 
 shares of stock in joint stock companies, 1976. 
 subscriptions to, 1975. 
 issue of certificates for, 1980. 
 term of charter, 1982. 
 FORECLOSURE OF CORPORATE MORTGAGES, 373. 381. 
 FOREIGN ATTACHMENT, 735. 
 FOREIGN CORPORATIONS 
 
 appointment by, of Secretary of Commonwealth, attorney for serv- 
 ice of process, 701b. 
 bonus on capital of, invested in Penna., 779. 
 certain may hold real estate, 714. 
 conveyance of real estate by, 721. 
 
 courts will not interfere with internal management of, 737. 
 defined, 701a. 
 forbidden to hold real estate, 712. 
 
 except, 714. 
 form appointing Secretary of Commonwealth attorney to accept 
 
 service, 2«io. '^'XA^ 
 grantees of real estate of, to hold same indefeasibly, 721, 722. 
 internal management of, courts will not interfere with, 737. 
 liability of, to payment of bonus, 779. 
 exemption from capital stock of manufacturing, 809. 
 mechanics' liens filed by, 729a. 
 may build lateral railroads, 728a. 
 
 remove suits to federal courts, 710. 
 must register all agencies in state, 705. 
 
 notify of change of address, .aeSt. 2-1- ^\ 
 penalty for failure to register, 7oid. 
 pleadings in suits by, 617. 
 
 powers of, registered under Act of April 22, 1874, 706. 
 registered agents of, continue such until appointments are can- 
 celled, 709. 
 repeal of Act of April 22, 1874, 70ie. 
 required to have local office, 701. 
 service of process on, 600, 70i-70ie. 
 status of unregistered, 70id, 702. 
 stockholders in, 734. 
 
 suits by, in Pennsylvania, against resident officers, 737a. 
 validation of contracts of, made before registering in Pennsylvania, 
 
 724. 
 what constitutes a doing of business by, 703. 
 FOREIGN INSURANCE COMPANIES. See Insurance Companies, 
 Foreign. 
 not required to register in office of Secretary of Commonwealth, 
 70 1 e. 
 
INDEX. 565 
 
 [All references are to sections.] 
 
 FOREIGN INSURANCE COMPANIES— Co»<i««frf. 
 
 service of process on, 603, 1949, 1950. 
 
 tax on gross premiums of, 839, 1955. 
 FOREIGN PUBLIC SERVICE CORPORATIONS, 727a, 2104. 
 FORMS 
 
 appointing Secretary of Commonwealth attorney to accept serv- 
 ice of process for foreign corporations, 2080. 
 
 articles of association of casualty insurance companies, 2084. 
 
 fire and marine insurance companies, 2082. 
 life insurance companies, 2083. 
 
 change of address of foreign corporations, 2081. 
 FRANCHISES 
 
 sale of, 409, 2104. 
 
 attacks on special, 46. 
 
 capitalization by public service corporations of value of, 2108. 
 FRAUDULENTLY ISSUED STOCK, 252. 
 FREIGHT 
 
 street railway companies may transport, 1527. 
 FULL- PAID STOCK, 237a. 
 GAS COMPANIES. See Aktimcial Gas Companies; Naturai, Gas 
 
 Companies. 
 GROSS RECEIPTS, TAX ON, 825. 
 
 GUARANTORS OF CORPORATE OBLIGATIONS, 37i- 
 INCOME OF CORPORATIONS OF FIRST CLASS, SS, 434a. 
 INCORPORATORS OF CORPORATIONS OF FIRST CLASS, 57- 
 INCREASE OF CAPITAL STOCK, 246, 246a. 
 
 by public service companies, 246a, 2106-2108, 2135, 2151, 2158, 2159, 
 2200. 
 
 right of stockholders to subscribe to, 247. 
 INCREASES OF INDEBTEDNESS. 361, 362. 
 
 INDEBTEDNESS OF CORPORATIONS. See Bonds; Mortgages; 
 Tax on Corporate Loans. 
 
 foreclosure of corporate mortgages, 373. 
 
 increases of, 361. 
 INJUNCTIONS, 608. 
 
 against dissolution proceedings by banks, etc., 70of. 
 INSOLVENT CORPORATIONS 
 
 distribution of assets of, 559. 
 
 receivers of, 560-566. 
 
 proceedings against insolvent insurance companies, 1937, 2064-2070. 
 INSPECTION 
 
 of books of corporations by stockholders, 115. 
 
 directors, 115a. 
 manufacturing corporations, 1359a. 
 INSURANCE BROKERS, 1959-1960, 1966. 
 INSURANCE COMMISSIONER 
 
 acceptance of valuations of commissioners of other states, 1943. 
 
 admission to do business of foreign companies, 1949. 
 
S66 INDBX. 
 
 [All references are to sections.] 
 
 INSURANCE COMMISSIONER— Co««ni«e(i. 
 annual report, 1939. 
 
 appointment, term, bond and salary of, 1933. 
 appointment of, as attorney for foreign companies, 1949. 
 calls on stockholders, 1948. 
 certificates of authority, issue of, 1952, 1938, 1980, 2002, 2036. 
 
 revocation of, 1936. 
 computation by, of reserve liability, 1941, 1942. 
 deposits with, by companies doing business in other states, 2071- 
 
 2074. 
 deputy commissioner, 1934. 
 
 special, 2067. 
 duties of, 1935-1948. 
 employes of, 1934. 
 
 estimation by, of condition of casualty companies, 2075-2078. 
 examination of insurance companies, 1935, 1940. 
 
 publication of results of, 1936. 
 foreign companies, examination of, 1940. 
 
 admission to do business of, 1949. 
 fraudulently conducted companies, proceedings against, 1937. 
 impaired capital, duty of, in case thereof, 1948. 
 insolvent companies, proceedings against, 1937, 2064-2070. 
 net value of policies, 1942. 
 
 deficiency in, 1944. 
 new policies not to issue when, 1944. 
 records of domestic companies, regulation of, 1940. 
 record of proceedings of, 1939. 
 reinsurance to be made only by permission of, 1945. 
 
 reserves, 1946. 
 reserve liability, computation of, 1941, 1942. 
 
 against unpaid losses of casualty companies, 1947. 
 reinsurance, 1946. 
 seal, 1939. 
 
 service of process on, as attorney for foreign companies, 1949-1950. 
 suspension of business of insurance companies, 1936. 
 triennial examinations, 1940. 
 INSURANCE COMPANIES. See Fire and Marine Insurance Com- 
 panies; Life Insurance Companies; Casualty Insurance 
 Companies; Insurance Commissioner; Insurance Companies, 
 Foreign. 
 agents of, 1326, 1953, 1956, 1961. 
 appointment of receivers on dissolution of, 1307. 
 certificates of authority, 1952, 1935, 1938, 1963, 2036. 
 certificates to agents of, 1953. 
 
 deposits of, with Insurance Commissioner, 2071-2074. 
 examination of, 1935, 1936, 1940. 
 embezzlement by, 1962. 
 fees payable by, 1967. 
 
INDEX. 567 
 
 [All references are to sections.] 
 
 INSURANCE COMPANIES— Con/.n«frf. 
 
 insolvent, proceedings against, 1937, 2064-2070. 
 
 local taxation of, and of agents of, forbidden, 1967. 
 
 penalties for doing business without certificates, 1963. 
 
 not making Insurance Commissioner their agent, 1964. 
 
 proceedings against insolvent or delinquent, 2064-2070. 
 
 prohibited from giving rebates, 2079. 
 
 reports of, to Insurance Commissioner, 1954, 1955. 
 
 taxes of, 837, 839, 1955, 1967. 1969- 
 INSURANCE COMPANIES, FOREIGN 
 
 appointment by, of Insurance Commissioner as attorney for service 
 of process, 1949, 1950, 1964. 
 
 certification of agents of, 1953. 
 
 imposition of taxes, etc., on, equal to those imposed by states of 
 domicile in excess of those imposed in Pennsylvania, 1968. 
 
 penalty for acting as agent of unauthorized, 1965. 
 
 reports of, to Insurance Commissioner, 1954. 
 
 reports of gross premiums, 839, 1955. 
 
 requirements as to admission of, to do business in Pennsylvania, 
 1949-1952. 
 
 service of process on, 1949-1950. 
 
 specially incorporated, subject to Act of April 4, 1873, 1299. 
 
 tax on gross premiums of, 839, 1955. 
 INTER-INSURANCE CONTRACTS, 426a. 
 INTRA VIRES, 428. 
 ISSUE OF STOCK, 240. 
 JUDGES OF ELECTION, 221. 
 JUDICIAL SALES 
 
 reorganization of corporations by purchasers at, 642, 646, 651. 
 JUSTICES OF THE PEACE 
 
 articles of association may be acknowledged before, 71. 
 
 LATERAL RAILROADS 
 
 foreign corporations may build, 728a. 
 
 LAUNDERING COMPANIES 
 
 exemption of, from tax on capital stock, 8o6a. 
 
 LEGAL JOURNALS 
 
 publication of Corporate notices in, 81. 
 
 LIABILITY 
 
 of directors, 189, 190, 191. 
 
 of stockholders for work or labor done, 534, 541, 1361. 
 prior to recording charter, 87. 
 LIBRARIES 
 
 incorporation of trustees under trusts for the establishment of, 
 l83Sa-i83Sg. 
 LICENSES 
 
 mercantile and other, 771. 
 
 pole and wire, 764, 766, 769, 770. 
 
568 INDEX. 
 
 [All references are to sections.] 
 
 LIENS, 53. 32411. 
 
 conflicts between, 377. 
 upon property held by receivers, 564. 
 LIFE ESTATES IN STOCKS, 266. 
 
 LIFE INSURANCE COMPANIES. See Insurance Commissioner. 
 acceptance of Act of June i, igii, 2042. 
 amendment of charters of, 2052. 
 annual meetings, 2040. 
 articles of association of, 2030, 2032-2035. 
 by-laws, 2039. 
 capital stock, 2032. 
 
 subscriptions to, 2031. 
 
 issue of certificates of, 2036. 
 
 minimum paid-up, 2042. 
 
 of foreign, 2043. 
 certificates of, to Insurance Commissioner, 2033. 
 
 authority, 2036. 
 directors, election of, 2040. 
 disbursements of, 2060. 
 dividends, 2048. 
 elections of directors of, 2040. 
 false representations by, 2057. 
 forbidden investments, 2045. 
 incorporation of, 2029, 2030, 2033-2035. 
 
 mutual, 2049. 
 insurable interest, 2056. 
 investment of capital and reserves, 2044. 
 
 surplus, 2045. 
 minors may be members of mutual, 2061. 
 mutual, 
 
 applications for insurance, 2031. 
 assessments, 2050. 
 
 excess of profit of, disposition of, 2050. 
 guarantee capital of, 2049. 
 
 notes for unpaid, 2050. 
 incorporation of, 2049. 
 minors may become members of, 2061. 
 notes for unpaid guarantee capital, 2050. 
 non-user of franchises of, 2037. 
 ofiicers of, 2031, 2040. 
 
 perquisites to, forbidden, 2047. 
 salaries of domestic, 2059. 
 policies, execution of, 2041. 
 
 copies to be filed with Insurance Commissioner, 2053. 
 
 requirements as to provisions in, 2053. 
 
 may be issued only by corporations, 2058. 
 
 provisions which may not be contained in, except, 2054. 
 
 for the benefit of married women, 2055. 
 
INDEX. 569 
 
 [AH references are to sections.] 
 
 LIFE INSURANCE COMPANIES— Continued. 
 
 when may be issued on lives of others than insurers, 2056. 
 
 real estate, holding of, 2046. 
 
 recording of charter, 2035. 
 
 safety fund, companies without capital stock may maintain, 2051. 
 
 seal of, 2039. 
 
 term of charters of, 2038. 
 
 without capital stock may maintain a surplus, 2051. 
 LIMITED PARTNERSHIP ASSOCIATIONS 
 
 bonus on, 780. 
 LITERARY ASSOCIATIONS, 51- 
 MANAGERS OF CORPORATIONS, iS7- 
 MANDAMUS 
 
 service of writ of, 588. 
 
 to restore members of corporations to membership, 128. 
 MANUFACTURING CORPORATIONS 
 
 certain records to be kept by, and to be open to inspection, i3S9a. 
 
 exemption of, from tax on capital stock, 808. 
 
 inspection of books of, 1359a. 
 
 right of eminent domain of, 478. 
 
 liability of stockholders in, for work and labor done, 1361. 
 
 validation of conveyances of, the charters of which have expired, 
 442. 
 
 winding up affairs of, after expiration of charter period, 699. 
 MEADOW COMPANIES, 1217. 
 
 surrender of charters of, 1221a. 
 MECHANICS' LIENS 
 
 filed by foreign corporations, 729a. 
 
 on property of street railway companies, 1612. 
 MEETINGS 
 
 corporate, 206-209. 
 
 of insurance companies, 1984, 2006, 2040. 
 
 minutes of, may be proven by parol, 179a. 
 
 of directors, 186, 187. 
 MEMBERSHIP IN CORPORATIONS 
 
 expulsion from, 124. 
 
 mandamus to restore, 128. 
 
 of first class, 60. 
 MERCANTILE LICENSE AND OTHER LICENSE TAXES, 77i- 
 MERGER OF CORPORATIONS, 663-663d, 81, 2108. 
 
 liability of corporations formed by, 671. 
 
 of motor power companies with street railway companies, 663e- 
 663i. 
 
 payment of bonus on the, of banks and trust companies, 778a. 
 
 MINING CORPORATIONS 
 
 may wind up affairs after expiration of charter period, 699. 
 
 MISNOMER, 407- 
 
 37 
 
S70 iNDex. 
 
 [All references are to sections.] 
 
 MORTGAGES 
 
 foreclosure of corporate, 373. 
 
 reorganization of corporations by purchasers at sales, 
 381. 
 jurisdiction of courts of common pleas in re, 342, 372. 
 power to give, 345. 
 sinking funds for payment of, 372a. 
 MOTOR POWER COMPANIES 
 
 may sell or lease property to cities of the first class, 15496. 
 merger of, with street railway companies, 663e-663i. 
 may contract with municipalities, IS49. 
 MUNICIPAL CONSENT 
 
 to construction and operation of street railway companies, 1585, 
 1586, 1586a. 
 
 MUNICIPAL IMPOSITIONS 
 in boroughs, 761. 
 in cities of the third class, 760. 
 on street railway companies, 752. 
 
 artificial gas companies, 908, 1330. 
 
 electric light companies, 1230. 
 
 MUNICIPALITIES 
 
 cities of first class may construct or buy street railways, 1549a- 
 
 1549k. 
 contracts between, and public service corporations, 2103, 21 13. 
 may contract with street railway, etc., companies, to regulate their 
 
 powers and duties, 1549. 
 purchase of water works by, 1774, I79ia-i79ig, 1792, 2104. 
 purchase by, of plants of public service corporations, 2105. 
 
 NAMES OF CORPORATIONS, 75- 
 changes of, 108-109. 
 corporations with "trust" in title, not to be incorporated unless 
 
 under supervision of Banking Commissioner, 1660. 
 misnomer, 407. 
 power to have succession by, 406. 
 
 NATURAL GAS COMPANIES. See Public Service Corporations. 
 condemnation of easements for construction of mains of, 1405. 
 consolidation of, 1386. 
 contracts of, to supply gas, 1399, 1408. 
 disputes between, and municipalities, 1381. 
 local taxation of, 755, 764. 
 
 may be compelled to bury pipes already laid, 1406. 
 miscellaneous decisions relative to, 1408. 
 surrender of part of territory of, 1373. 
 
 NON-USER, 95, 2104. 
 
 dissolution of banks for, 923. 
 
 water companies for, i8i4a-i8i4c, 2104. 
 insurance companies, 1981, 2003, 2037. 
 
INDEX. 571 
 
 [All references are to Bections.] 
 
 NOTICES 
 
 publication of corporate, 81. 
 OATHS 
 
 to be taken by directors of banks, etc., 94Sa. 
 OFFICERS OF CORPORATIONS 
 
 are agents, 146. 
 
 compensation of, 151. 
 
 de facto, 150. 
 
 embezzlement by, 135. 
 
 general powers of, 144. 
 
 not to contract to furnish supplies or materials, 142. 
 
 of building and loan associations, 1129. 
 
 powers of, as to promissory notes, 152, 204. 
 
 president, 159, 161. 
 
 removal and reinstatement of, 145. 
 
 what acts of, considered oiEcial, 149. 
 
 when may be compelled to testify as if under cross-examination, 
 iS3a- 
 PAYMENT OF TEN PER CENT. OF CAPITAL STOCK, 78, 1663. 
 PENNSYLVANIA RAILROAD COMMISSION. 
 
 Abolition of, 2214. 
 PERSONAL PROPERTY TAX 
 
 amendment of Sec. 1, Act of June 8, 1891, P. L. 229, 774. 
 
 bonds, etc., held by state and savings banks when not liable to, 833. 
 
 power to mortgage, 345. 
 PERSONS 
 
 artificial, may not hold membership in corporations, 43. 
 
 corporations are, 43. 
 POLE AND WIRE LICENSES, 764, 77o. 
 PREFERRED STOCK, 254. 
 PRESIDENTS OF CORPORATIONS, 159, 161. 
 PROMISSORY NOTES 
 
 powers of officers to execute, 153, 204. 
 PROPERTY OF CORPORATIONS 
 
 sales of, 409. 
 PROXIES, 202. 
 PROMOTERS, 232. 
 PUBLICATION OF NOTICE OF INTENTION TO APPLY FOR 
 
 CHARTER, ETC., 81. 
 PUBLIC SERVICE COMMISSION. See Pubuc Service Corpoka- 
 
 TIONS. 
 
 annual report of, 2211. 
 
 appeals from orders of, 2182-2196. 
 
 applications to, 2155. 
 
 certificates of public convenience, 2156. 
 
 certified copies of documents filed with, 2209. 
 
 commissioners of, 21 16. 
 
 vacancies, quorum, 21 17. 
 
572 INDgX. 
 
 [All references are to sections.] 
 
 PUBLIC SERVICE COUUISSlOii— Continued. 
 
 any commissioner may make investigations, 21 18. 
 
 compensation of, 2124, 2125. 
 
 qualifications of, 2126. 
 
 bribery of, 2127. 
 
 removal of, 2129. 
 
 oath of office of, 2130. 
 
 meetings of, 2132. 
 compensation of commissioners and officers, 2124, 2125. 
 complaints to, 2171-2175. 
 counsel of, 2120. 
 employes of, 2123. 
 establishment of, 2iiS. 
 fees of, 2210. 
 
 hearings before, 2156, 2166, 2179-2181. 
 injunctions on suit of, 2197-2198. 
 Interstate Commerce Commission, copies of reports to, to be filed 
 
 with, 2162. 
 interstate commerce, public service company law not to apply to, 
 
 2212. 
 investigations by, 21 18, 2137, 2138, 2173-2175. 
 investigator of accidents of, 2122. 
 marshal of, 2121. 
 may enter on premises, 2160. 
 members of, 21 16. 
 office hours, 2134. 
 officers of, 21 19-2125, 2127-2128. 
 offices, 2131. 
 orders of, service of, 2178. 
 
 appeals from, 2181-2196. 
 penalty for violation of orders of, 2199-2203, 2205-2207. 
 powers of, 2135, 2136, 2137, 2164, 2165. 
 practice before, 2156, 2166-2181. 
 printing and binding, 2133. 
 rehearings, 2179. 
 removal, 
 
 of officers or employes of, 2128. 
 of commissioners of, 2129. 
 rules and regulations of, 2163. 
 secretary of, 21 19. 
 subpoenas, issue by, 2156, 2161, 2167. 
 supplies, 2133. 
 
 valuations by, 2106, 2157-2158. 
 
 when public service company law goes into effect, 2217. 
 witnesses before, 2166-2170. 
 PUBLIC SERVICE CORPORATIONS. See Public Service Commis- 
 sion. 
 accidents, 
 
INDEX. 573 
 
 [All references are to sections.] 
 
 PUBLIC SERVICE CORPORATIONS— Continued. 
 investigation of, 2122. 
 notice of, 2099. 
 accounting by, for proceeds of securities, 2159. 
 accounting, systems of, 2085. 
 
 for proceeds of securities, 2087. 
 accounts of, 2152. 
 amendment to charters of, 2104. 
 approval of charters of, 83a, 2103. 
 bonds, 
 
 issue of, 2106-2108, 2135, 2151, 2158, 2159, 2200. 
 books and records of, 2085, 2086, 2152, 2169. 
 capital stock, 
 
 issue of, 246a, 2106-2108, 2135, 2151, 2158, 2159, 2200. 
 cars, 
 
 furnishing and distribution of, by common carriers, 2089, 
 213s, 2154. 
 certificates of notification, 2106. 
 
 valuation, 2106, 2157-2158. 
 public convenience, 2156. 
 common carriers, 
 
 furnishing and distribution of cars by, 2089. 
 liability of initial, 2092. 
 
 service and facilities to be furnished by, 2088. 
 commutation rates, 21 11. 
 
 connection between railroads and street railways, 2094, 2141. 
 of lines of telegraph companies, 2096, 2142. 
 of telephone lines, 2097, 2143. 
 consolidation of, 2108. 
 contracts of, filing of, 2085. 
 
 with municipal corporations, 2113. 
 crossings of railroad and railway tracks, 2095, 2107, 2146-2149. 
 definition of, within meaning of public service company law, 2080. 
 discriminations in rates, 2110-2111, 2139. 
 excursion rates, 2111. 
 
 extension of time within which to construct works, 95. 
 extensions, 2150. 
 
 fares, 2082, 2100, 2109-2112, 2137, 2144, 2145, 2153. 
 foreign, right of, to do business in Pennsylvania, 727a, 21Q4. 
 franchises of, 
 
 capitalization of value of, 2108. 
 lease or sale of, 2104. 
 inclined plane companies, 
 
 connection of lines of, with street rail- 
 ways, 2140. 
 transfers and schedules of, 2093, 2135. 
 increases of stock of, 246a, 2106-2108, 2135, 2151, 2158, 2159, 2200. 
 initial common carriers, 
 
574 INDEX. 
 
 [All references are to sectloDB.] 
 
 PUBUC SERVICE CORPORATIONS— Co«/m«^d. 
 
 liability of, 3092. 
 interstate commerce, 2145. 
 
 public service company law not to apply to, 
 2212. 
 joint rates, 2083, 2143-2144. 
 meters, testing of, 2098. 
 municipal corporations, 
 
 acquisition of plants by, 2105. 
 contracts between, and public service cor- 
 porations, 21 13. 
 officers of, 
 
 evasions by, 2169. 
 passes, 2111. 
 
 preferences in rates, undue, 2110-2111, 2139. 
 property of, lease or sale of, 2104. 
 railroads, 
 
 connections with street railways, 2094, 2 141. 
 crossing of tracks of, 2095, 2107, 2147-2149. 
 rates of, 2081, 2082-2083, 2100, 2109-21 12, 2137, 2139, 2140, 2144, 
 2145. 2153, 2204. 
 where owner renders service in connection with transpor- 
 tation, 2102. 
 records of, 2085, 2086, 2152, 2169. 
 reorganization of, 2108. 
 repairs, 2150. 
 
 schedules of rates, 2082-2084, 2093. 
 securities, accounting for proceeds of, 2087. 
 street railways, 
 
 connections between, 2094. 
 
 with railroads, 2141. 
 
 incline plane companies, 2140. 
 and inclined plane companies, transfers of, 2093, 
 
 213s. 
 transfers and schedules of, 2093. 
 tariffs and schedules, 2082, 2109, 2140, 2153, 2204. 
 joint, 2083, 2143, 2144. 
 changes of, 2084. 
 telegraph, connections of lines of, 2096, 2142. 
 
 charges of, 2112. 
 telephone companies, connection of lines of, 2097, 2143. 
 
 charges of, 21 12. 
 track crossings, 2095, 2107, 2146-2149. 
 transfers, 2093, 2135. 
 
 water companies, supply of water by, 2135. 
 when public service company law goes into effect, 2217. 
 QUO WARRANTO, 229, 493, Si7, 588. 
 
INDEX. 575 
 
 [All references are to sections.] 
 
 RAILROAD COMMISSION 
 
 abolished, 2214. 
 RAILROADS 
 
 connection of tracks of street railway companies with tracks of, 
 
 1518, 2094, 2141. 
 crossing of tracks of, by street railways, 1511, 1598, 2107, 2146-2149. 
 REAL ESTATE. See Eminent Domain. 
 acquired under execution, etc, 438. 
 banks may loan money on unincumbered, 932. 
 amount which may be held by corporations not for profit, 434a. 
 certain foreign corporations may hold, 714. 
 conveyance of, by foreign corporations, 721. 
 foreign corporations may not hold, 712, except, 714. 
 grantees of, of foreign corporations to take indefeasibly when, 
 
 721, 722. 
 of churches, how to be held, 1855. 
 RECEIVERS 
 
 appointed by United States courts, 561. 
 
 courts of other states, 562. 
 appointment of, 560. 
 
 temporary, of banks, etc., 700e. 
 insurance companies, 1307. 
 attachment execution against property in hands of, 568a. 
 certificates of, 564. 
 compensation of, 560a. 
 liens on property held by, 565. 
 
 of foreign corporations, appointed by Pennsylvania courts, 563. 
 operation of works by, 570. 
 removal of, s6ob. 
 sales by, 566a. 
 suits by, 566. 
 RECORDING OF CHARTERS, 85. 
 
 validation of acts done before, 87. 
 REMAINDERS IN STOCKS, 266. 
 RENEWAL OF CHARTERS, 112. 
 
 REORGANIZATION OF CORPORATIONS BY PURCHASERS AT 
 JUDICIAL SALES, 642, 646, 651. 
 public service corporations, 2108. 
 REVOCATION OF CHARTERS, 44- 
 SALES BY RECEIVERS, 566a. 
 
 SALES OF FRANCHISES AND PROPERTY, 409, 2104. 
 of sewer companies, 1471, 1472. 
 
 street railway companies to cities of first class, iS49e- 
 
 SALES OF STOCK, 2s8a-26s. 
 
 by a corporation at less than par, 275. 
 
 SAVINGS BANKS 
 
 taxation of, 833a, 1469. 
 
576 indh;x. 
 
 [All references are to sections.] 
 
 SECRETARY OF THE COMMONWEALTH 
 
 appointment of, by foreign corporations as attorney for service of 
 process, 701b. 
 
 service of process by, 701c. 
 SERVICE 
 
 of process on foreign insurance companies, 603, 1949, 1950. 
 foreign corporations, 600, 701-7016. 
 stockholders in an action for unpaid installments of 
 stock or statutory liability, 596. 
 
 of summons, etc., on corporations, 586, 587. 
 
 of writs of quo warranto and mandamus, 588. 
 SEWER COMPANIES 
 
 municipalities may purchase property of, 1471, 1472. 
 SHARES OF STOCK. See Stock, Shares of. 
 SHIP CANAL COMPANIES, 1477. 
 SINKING FUNDS, 343a, 372a. 
 SOLDIERS' ORPHANS SCHOOLS 
 
 operation of street railway companies on property of, 1918a. 
 STOCK, SHARES OF. See Subscriptions for Stock; Transfer of 
 Stock; Sai<es op Stock; Capital Stock; Certificates of Stock. 
 
 attachment or levy against, 324l-324m. 
 
 conversion of, 335. 
 
 fraudulently issued, 252. 
 
 full-paid, 237a. 
 
 how issued, 240. 
 
 illegally issued, 253. 
 
 increases of, 246, 247. 
 
 of public service corporations, 2106, 2151. 
 
 life estates and remainders in, 266. 
 
 power to hold, of other corporations, 421. 
 
 preferred, 254. 
 
 sales of, 2583-265. 
 
 STOCKHOLDERS 
 
 agreements between, as to sales of stock, 264. 
 
 dissenting, in mergers, 663d, 663!. 
 
 how, may compel contribution from other stockholders, 541. 
 
 in foreign corporations, 734. 
 
 inspection of corporation books by, 115. 
 
 liability of, in trust companies, 1691. 
 
 manufacturing companies, 1361. 
 liability of, for work or labor done, 534, 541. 
 
 prior to recording charter, 85. 
 right of, to subscribe for increases of stock, 247. 
 rights and powers of, 531. 
 service of process on, in actions for unpaid installments of capital 
 
 stock, 596. 
 suits by, in name of corporation, 532, 611. 
 
INDEX. 577 
 
 CAll references are to sections.] 
 
 STREET RAILWAY COMPANIES 
 
 abandonment of portions of routes of, 1515. 
 
 application for local consent to be made within two years, 1516. 
 
 connection of tracks of, with railroad tracks, 1518, 2094, 2141. 
 
 tracks of lines owned or leased by 
 cities of first class, I549d. 
 
 crossing of railroad tracks by, 1511, 1598, 2107, 2146-2149. 
 
 exercise of right of eminent domain by, 1520, 1522, 1526. 
 
 extensions and branches, 1604, 2150. 
 
 leases and consolidations of, 1609. 
 
 of property of, to cities of first class, iS49e. 
 
 may connect tracks with railroad tracks, 1518, 2094, 2141. 
 
 may contract with municipalities, 1549. 
 
 may transport all kinds of freight, 1527. 
 
 mechanics' liens on property of, 1612. 
 
 merger of, 663-663!. 
 
 municipal consent to operation of, 1585, 1586, 1586a. 
 impositions on, 752. 
 
 obstruction of tracks of, 1590a. 
 
 occupancy of bridges and tunnels by, 1596. 
 
 operation of leased, by traction companies, 1492. 
 
 on property of Eastern Penna. State Institution for 
 
 Feeble-Minded, 1918b. 
 on property of Soldiers' Orphans School, 1918a. 
 
 pole and wire licenses, 764. 
 
 proceedings when tracks of, cross private property, 1526. 
 
 rates of fare of, 1528, 1618, 2135, 2137, 2138. 
 
 relocation of lines of, 1604a. 
 
 required to carry United States mail, 1514. 
 
 requirements as to paving, etc., 1599. 
 
 rights of owners of property abutting on streets occupied by, 1590. 
 
 sale or lease of lines, etc., of, to cities of the first class, iS49e. 
 
 service of, 2140. 
 
 side tracks, switches, etc., 1605. 
 
 taxation of, in Philadelphia and Pittsburgh, 751, 752. 
 
 transfers and schedules of, 2093. 
 
 use of tracks of, by cities of the first class, iS49d. 
 STREET RAILWAYS 
 
 cities of the first class may construct or lease, iS49a-iS49k. 
 SUBSCRIPTIONS FOR STOCK 
 
 agreement to take stock from subscribers, 279. 
 
 by stockholders to increases of stock, 247. 
 
 conditional, 293. 
 
 defenses to, 308. 
 
 miscellaneous, 321. 
 
 nature of contract for, 274. 
 
 on which no calls have been made for six years, 302. 
 
 releases of, 306. 
 
578 INDEX. 
 
 [All references are to sections,] 
 
 SUBSCRIPTIONS FOR STOCK— Continued. 
 
 service of process on stockholders in actions to recover unpaid, 596. 
 unpaid, an asset, 553. 
 SUITS BY AND AGAINST CORPORATIONS, 614, 617, 619. 
 
 against a corporation in the name of the corporation, 532, 611. 
 corporations on bonds on which they are sureties, 607a. 
 existence of corporation admitted unless put in issue, 579. 
 for torts, 609. 
 in equity, 607. 
 
 on bonds on which corporations are sureties, 607a. 
 services of process on foreign insurance companies, 603, 1949, 1950. 
 summons, etc., 587. 
 SUITS BY RECEIVERS, 566. 
 TAX ON ANTHRACITE COAL, 847a-847e. 
 TAX ON BANK STOCK, 833. 
 TAX ON CORPORATE LOANS 
 act imposing the, 817. 
 bonds, etc., held by banks, 833. 
 decisions, 818. 
 
 reports and assessments, 821. 
 what loans exempt from, 819-820. 
 TAX ON GROSS RECEIPTS, 825. 
 TAX ON PREMIUMS OF DOMESTIC INSURANCE COMPANIES, 
 
 837. 
 TAX ON PREMIUMS OF FOREIGN INSURANCE COMPANIES, 
 
 839, 1955- 
 TAXATION, LOCAL. See Licenses. 
 
 exemption of public service corporations from, 748, 749. 
 of artificial gas companies, 756. 
 natural gas companies, 755. 
 telegraph and telephone companies, 757. 
 street railway companies in Philadelphia and Pittsburgh, 751. 
 tax on personal property made a county tax, 747a, 774, 775. 
 water companies, 753. 
 TAXATION, STATE 
 
 bonus, payment of, by foreign corporations, 779. 
 capital stock tax, 785, 792, 801, 808. 
 tax on corporate loans, 819, 820, 833. 
 
 gross premiums, 1955, 1967, 1969. 
 gross receipts, 825. 
 personal property, 774. 
 TELEGRAPH AND TELEPHONE COMPANIES. See Pole and 
 Wire Licenses. 
 charges of, 21 12, 2135. 
 
 connection with other lines of, 1632, 2096, 2097, 2143. 
 damage to trees by, 1647. 
 erection of poles of, on highways, 1636. 
 local taxation of, 757. 
 
INDEX. 579 
 
 [All references are to sections.] 
 
 TELEGRAPH AND TELEPHONE COMPANIES— CowOnw^d. 
 
 location of poles and wires, 1628. 
 
 operation of, in municipalities, 1628. 
 TESTIMONY 
 
 of officers of corporations, 153a. 
 TOLL BRIDGES. See Bridges. 
 TORTS 
 
 actions for, of corporations, 609. 
 TRACTION COMPANIES 
 
 may operate leased lines as a general system, 1492. 
 TRANSFERS OF STOCK, 324-332. 
 TREASURERS OF CORPORATIONS, 163. 
 "TRUST" 
 
 no corporation to be formed with, in title, except such as are sub- 
 ject to supervision of Commissioner of Banking, 1660. 
 TRUST COMPANIES 
 
 appointment of temporary receivers of, 70oe. 
 
 directors of, to take oath, 94Sa. 
 
 dissolution of, because of impaired capital, 700a. 
 
 refusing to submit to examination, 700c. 
 in an unsafe condition, 70od. 
 
 distribution of assets of, 1690. 
 
 injunctions by, against dissolution proceedings, 70of. 
 
 liability of stockholders in, 1691. 
 directors of, 1663. 
 
 payment of bonus by, on merger with banks or other trust com- 
 panies, 778a. 
 
 taxation of, 835. 
 TRUSTEES 
 
 incorporation of, under trusts for the establishment of libraries, 
 etc., i83Sa-i83Sg. 
 
 of corporation mortgages, 372, 381. 
 
 voting of stock by, 218. 
 TUNNELS 
 
 occupancy by street railway companies of, constructed by coun- 
 ties, 1596. 
 TURNPIKE COMPANIES 
 
 dissolution of certain, 674-674C. 
 
 exceptions in condemnation proceedings, 11 17. 
 
 maintenance of turnpikes, after condemnation, 1738. 
 ULTRA VIRES, 427- 
 UNDERGROUND RAILROAD COMPANIES 
 
 may sell or lease lines to cities of first class, I549e. 
 contract with municipalities, 1549. 
 UNDERWRITING AGREEMENTS, 371a. 
 UNINCORPORATED ASSOCIATIONS, 132. 
 UNITED STATES MAILS 
 
 street railways required to carry, 1514. 
 
580 INDEX. 
 
 [All references are to sectioDB.] 
 
 VALIDATION 
 
 of charters of electric light companies, improvidently issued, 1228a. 
 certain churches, 1855. 
 acts done by corporations before recording charters, 87. 
 contracts of foreign corporations made before registration, 724. 
 conveyances of manufacturing companies, the charters of which 
 have expired, 442. 
 building and loan associations, after expiration 
 of charters, 1138. 
 VOTES, 213, 21S, 217, 218. 
 
 WATER COMPANIES. See Water Supply Commission of Pennsyl- 
 vania; Public Service Corporations, 
 applications for extensions of time wherein to construct works of, 
 to be made to Pennsylvania Water Supply Commission, 1814a- 
 1814b. 
 appropriation of water by, 1771, 1789. 
 boroughs may erect water works when, 1788. 
 exclusive privileges of, 1786. 
 
 exercise of right of eminent domain by, 481, 1770, 1771, 1817. 
 extension of mains of, 1782. 
 
 time within which to construct works, 95, i8i4a-i8l4c. 
 for the storage, transportation and furnishing of water, 70. 
 lease of plants of, 1793a. 
 
 local license fee for inspection of mains of, 764. 
 local taxation of, 753. 
 merger and consolidation of, 663. 
 
 municipal consent to occupation . of streets in townships of first 
 class, 1815. 
 regulation of, 1798. 
 must supply a sufficient supply of pure water, 1769, 1791. 
 occupation of highways by, 1775. 
 
 proceedings for forfeiture of charters of, for non-user, 1814c. 
 property of, may be taken under right of eminent domain, 1797. 
 purchase of plants of, by municipalities, 1774, I79ia-I79ig, 1792. 
 
 by other water companies, 1798b. 
 rates of, 1790, 2100. 
 
 reconstruction of roads overflowed by, 1775. 
 relocation of mains of, on state highways, 1766a. 
 right of boroughs, etc., to erect water works, 1788. 
 streams, rivers and waters not to be appropriated by, 1771. 
 supply of pure water, 1769, 1791, 2135. 
 
 taking of property of, by right of eminent domain, 481, 1770, 1797. 
 taxation of, locally, 753. 
 
 territory throughout which, may supply water, 1777. 
 where the water supply is impure, 1791. 
 WATER SUPPLY COMMISSION OF PENNSYLVANIA 
 
 applications of water companies for extensions of time wherein to 
 complete their works to be made to the, i8l4a-i8l4b. 
 
INDEX. 581 
 
 [All references are to sections,] 
 
 WATER SUPPLY COMMISSION OF PENNSYLVANIA— Co.iimw^d. 
 duties of commission, 1803. 
 
 dams, not to be constructed without approval of, i8o8a-i8o8i. 
 abatement of unsafe, i8o8d, i8o8e. 
 jurisdiction of, already constructed, i8o8d. 
 hearings before, 1807a. 
 
 inquiry by, as to status of water company charters, 1814c. 
 injunctions to enforce jurisdiction over dams, i8o8g. 
 may inquire into status of water companies of its own initiative, 
 
 1814c. 
 may issue subpoenas, 1807a. 
 notice of hearings before, 1807a. 
 obstruction of water courses, i8o8a-i8o8h. 
 penalty for refusal to testify at hearings before, 1807b. 
 false swearing, 1807a. 
 
 failure to comply with provisions of dam act, i8o8f. 
 right of entry of members and employes of, 1807c. 
 
 penalty for obstructing, 1807c. 
 permits to construct dams, etc. 
 applications for, l8o8b. 
 granting of, 1808c. 
 conditions attached to, i8o8c.