tees.

any one depositor, upon any one day, unless a written notice of the sum intended to be demanded shall have been given at least ten judicial days before the time when such payment is desired to be made.

Section 3. 'That the real estate which it shall be lawful for Real estate. the said corporation to hold, shall be only such as is requisite for the accommodation and convenient transaction of their business, and such as they may find necessary to purchase, either at judicial sales or otherwise, to secure debts due to them.

Section 4. That the persons named in the first section of this Election of trusact, or any nine of them, sball elect by ballot nine

persons, either from among those named in this bill or others, to be the first trustrees of the said corporation; no person to be considered elected unless he shall have received the affirmative vote of at least five of the said corporators; that vacancies by death, Vacancies. resignation or otherwise, shall be filled by the board of trustees as soon as practicable, by an affirmative vote of at least five of their number, at any election held by ballot; that the said trustees shall select from among themselves a president and vice Officers. president, and shall appoint such other offiers as they may deem necessary; that five of the said trustees shall forın a quorum, Quorum. and that the affirmative vote of at least five shall be requisite to authorize the sale or transfer of securities, or the appointment of any officer receiving compensation ; that the president, vice president, or any trustee, or any officer or servant of the said corporation, shall not directly or indirectly borrow the funds of Officers not to

borrow funds. the said corporation, nor any part thereof, nor use the same, por any part thereof, in any other manner than that hereinbefore provided, except for the payment of the necessary expenses, under the direction of the board of trustees; that the said trustees shall meet regularly at least once a month, and that any trustee omitting to attend the said regular meetings for six suc- Meetings of truscessive months, may, by a vote of the board, be declared to have tees. vacated his office; that the said trustees shall have power to enact by-laws not contrary to the constitution of the United By-laws. States, the constitution of this commonwealth, or to the provi. sions this act, and to alter the same from time to time as they may deem expedient.

Section 5. That the trustees shall regulate the rate of interest Interest on deupon the deposits and publish the same annually, which at no posits. time shall be less than four per centum; that interest shall not be allowed to any depositor until his deposit amounts to two dollars, the interest to be calculated by calendar months only, and no interest to be allowed for the fraction of a month ; that deposits made by minors or married woman may be re-paid to them, and their receipts shall discharge the said corporation from any further claims for the sums so re-paid.

Section 6. That for the security of the depositors of the said Security to doinstitution it shall be the duty of the persons named in the first positors

, relative section, and suchothers as may become members of the institution previous to the granting letters of incorporation, to raise and form a capital of not less than ten nor more than fifty thousand dollars, in shares of twenty-five dollars each, which capital shall at all times be liable to the depositors for the amount of their deposits and the interest accruing thereon; the shares to be

Reports to legis lature.

Dividends.

Oficial bonds.

transferable on the books of the institution, in such manner as mny be designated by the by-laws of said institution.

Section 7. That it shall be the duty of the trustees aforesaid, in the month of January in each year, to report to the legislature the aggregate amount of deposits on hand, with the interest which has acerued thereon ; and, as often as they may deem proper, make and declare a dividend of the interests and profits of said corporation, after paying its expenses and reserving a fund for contingencies, and the same pay over to the shareholders or their legal representatives, within ten days thereafter; and to make a full exhibit of the affairs of said institution, according to the acts of the general assembly in such case made and provided.

SECTION 8. 'That the officers and agents of the said corpora. tion shall give such security for their fidelity and good conduct, as the board of trustees may require ; that in all cases of loans upon real estate, the expenses of searches, examinations, and certificates, and recording papers, shall be paid by the borrower; that the books of the said corporation shall at all times, during business hours, be open for the inspection and examination of such person or persons as the legislature shall designate or appoint as agents for that purpose; that the said corporation shall be subject to the supervision and control of the court of common pleas of the county of Schuylkill, and the supreme court of Pennsylvania, according to the provisions of the constitution of this commonwealth, and the several acts of assembly conferring equity jurisdiction upon the said courts.

JOHN M. THOMPSON, Speaker of the House of Representatives pro tem.

WM. M. FRANCIS,

Speaker of the Senate. APPROVED—The second day of April, Anno Domini one thousand eight hundred and sixty.

WM. F. PACKER.

Inspection of books.

No. 591.

AN ACT

Preamble

Supplementary to the several acts in relation to the Williamsport and El

mira Railroad Company. Whereas, By virtue of certain proceedings in the supreme court of the state of Pennsylvania, and in pursuance of a decres of the said court, the whole of the railroad of the Williamsport and Elmira railroad company, together with its franchises, tracts of land and the property of said company, and its appartenances,

except the rolling stock described in the inventory attached to the mortgage, known as the chattel mortgage of the said company, may be sold at public sale; and all the parties interested in the said company as stockholders and bondholders, or a large majority of them, have agreed upon an amicable settlement of their differences, and require the authority of a law to carry the same into effect; therefore,

Section 1. Be it enacted by the Senate and House of Representatives of the Commonwealth of Pennsylvania in General Assembly met, and it is hereby enacted by the authority of the same, That in case the railroad, property and franchises of the Williamsport Sale of road, relaand Elmira railroad company shall be exposed at public sale, by tive to. virtue of any decree of the supreme court of the state of Pennsylvania, it shall be lawful for the agent or attorney of the holders Attorney of first of the bonds, or more than one-half thereof, secured by the first mortgage bonds

may become purmortgage executed by the said company, dated the first day of chaser. January, one thousand eight hundred and fifty-three, to bid for and purchase the whole of the said property; and if such agent or attorney shall become the purchaser thereof at the said sale, he shall, on the confirmation of the sale by the said court, or one of the judges thereof, sitting in equity, and the execution and delivery of a deed or deeds for the said property, thereupon become seized and possessed of the same, and of all the rights, Rights and powpowers, immunities, franchises and appurtenances granted to ers of purchaser. and conferred upon the said Williamsport and Elmira railroad company by any laws of this commonwealth, and resolutions of the general assembly, for the use and benefit of the said first mortgage bondholders, who have, or may, by writing, under their respective hands, authorize him or them to act for them in the premises.

SECTION 2. That in case F. A. Van Dyke, junior, John Tucker, Corporators, James S. Fox, William Schott, Thomas Kimber, junior, Stephen R. Crawford, S. V. Merrick, William D. Lewis, R. J. Mercer and A. S. Diven, or the survivors, or a majority of them, shall, within sixty days after the passage of this act, or within thirty days after the delivery of the aforesaid deed for said premises, if said delivery shall take place after the passage of this act, agree to accept the provisions of this act, it shall be lawful for them, or a majority of them, to meet, on notice of any one of them, and by written articles of association, organize themselves into, and they shall be a corporation, under the name and title of the Elmira and Williamsport railroad company; and the par. Title. ties there attending, being a majority of the parties aforesaid, shall proceed to elect, by ballot, a president and six managers, Election of offone of whom shall be a resident of the state of New York, to cers. manage and conduct the affairs of the said corporation; and on the formation of said corporation, within sixty days after the passage of this act, or within thirty days after the delivery of the deed for the property aforesaid, to the said agent or attorney of first mortgage bondholders, (if said delivery shall take place after the passage of this act,) it shall be lawful for and be the duty of said agent or attorney, and he or they are hereby au- Property, rights, thorized, and absolutely required, to sell and convey to the said franchises, &c.;

to be conveyed to corporation all of the said property, rights and franchises so as new corporation. aforesaid purchased by and conveyed to him or them, for the

into common stock.

price or sum of one million of dollars, on the terms and conditions hereinafter expressed, and to execute and deliver a deed or deeds for the said property, together with all the rights, powers, immunities, franchises and appurtenances vested in him as aforesaid; and immediately upon the delivery of the said deed to the said corporation, organized as aforesaid, the said body politie and corporate, in deed and in law, shall become and be vested with, and shall have and enjoy all the rights, powers, privileges and immunities, franchises and appurtenances, heretofore granted to and conferred upon the said Williamsport and Elmira railroad company, by the laws and resolutions of the general assembly of this commonwealth, so far as the same shall be consistent

with the provisions of this act. To execute bonds Section 3. That the said Elmira and Williamsport railroad and mortgage company shall execute, under their corporate seal, their bonds

for the sum of one million of dollars, payable on the first day of January, one thousand eight hundred and eighty, with interest at the rate of seven per cent. per annum, commencing from July first, one thousand eight hundred and sixty, and payable on the first days of January and July, in each and every year, until the

principal thereof shall become due; and any or all of the said To be convertible bonds shall be convertible into the common stock of the com.

pany, at par, at the option of the holder or holders thereof; and the said bonds may be coupon bonds, or transferable on the books of the company, at the election of the said agent or attorney, and shall be in such amounts, of not less than one hun

dred dollars each, as the said agent or attorney shall designate; Selection of tros- and the said company shall execute, under their corporate seal, tee to wbom mortgage is to be exe. to a trustee or trustees, to be named by Ellis Lewis, Charles cuted.

Macalester, E. S. Whelen, Moncure Robinson, C. Gibbons, W. H. Drayton, or a majority of them, or of the survivors of them, a mortgage of all the property, rights and franchises which may be conveyed to the said company as aforesaid, and conferred upon them by this act, to secure the payment of the principal and interest of the said bonds; and they shall deliver the said bonds and mortgage to said agent or attorney, in settlement of and as the said purchase money, at and immediately after the delivery of his said deed to the company; and the said company are hereby further authorized and required to execute and

deliver to the agent of the first mortgage bondholders, their bond Expenses in this or obligation to reimburse all the expenses incurred by said proceeding, how bondholders in this proceeding, except the charges of their paid.

counsel. Payment of semi- Section 4. That the mortgage authorized by the third section annual interest, of this act shall contain a covenant, on the part of the company relative to.

with the said trustees, that the said company shall make monthly deposits, to the joint credit of the said trustees and company, in the Pennsylvania company for insurance on lives and granting annuities, or in such other corporation, authorized to receive deposits, as the said trustees may designate, from time to time, of such sums as have been or may be agreed upon, sufficient in the aggregate to pay the semi-annual interest on the said bonds, as the same from time to time becomes due, and in trust for that purpose; and that on failure, for sixty days, of the said company to make such monthly deposits for the year one thousand

eight hundred and sixty, so as to provide for the interest falling due on the said bonds on the first day of January, one thousand eight hundred and sixty-one, or on failure of said company, from time to time, to pay the interest on said bonds, or any of them, for sixty days after interest thereon shall become due, the whole principal sum on each and all of the bonds then outstanding shall become due and payable; and the trustees of the said mortgage shall have power to enter upon the property and franchises of the company, or sell the same, or to adopt any other legal or equitable remedies to enforce payment of the said principal and interest; and it shall be imperative on the said trustees to enter and sell, without excuse or delay, in case of any such default, on the request, in writing, of the holders of two hundred thousand dollars in amount of the said bonds; and in case of such entry or sale, the rights of the stockholders, and the powers of the managers and agents of the said company, shall thereupon cease; and the purchasers at such sale shall be vested with all the corporate powers, property, rights and franchises of the said corporation, and shall have power to hold elections for officers; and each bondholder, in case the said property shall be purchased for them, shall be entitled to two votes for every one hundred dollars of loan held by him or her, secured by said bonds and mortgage.

Section 5. That the capital stock of the said Elmira and Wil- Capital stock. liamsport railroad company shall be one million of dollars, consisting of twenty thousand shares of fifty dollars each, to be divided into ten thousand shares of seven per cent. preferred Preferred stock. stock, and ten thousand shares of common stock; and the said common stock. company shall deliver and distribute seven thousand shares of said preferred stock, pro rata, among the holders of the bonds se- Preferred stock, cured by the second mortgage of the Williamsport and Elmira how distributed

and applied. railroad company, and the remaining three thousand shares of preferred stock shall be applied, by the managers of the said company, to the payment of the confidential debt of the Williamsport and Elmira railroad company, as agreed in respect thereto; and the said managers shall deliver to the present stockholders of the Williamsport and Elmira railroad company, certificates for six thousand shares of the said common stock, in proportion Common stock, to their respective interests in the stock of the old company, and relative to. certificates for two thousand shares thereof to the said agent or attorney mentioned in the first section of this act, for the pay. ment of outstanding coupons on the said first mortgage bonds, and may, at their discretion, apply the residue of the said common stock towards the payment of the unsecured debt of the company.

Section 6. That the preferred stock of the said company shall Dividends. be entitled, each year, to a dividend of seven per cent. out of the net earned profits of the year, after the payment of the interest on the said bonds, and all expenses and needful repairs of the road; and the common stock shall be entitled to the surplus of the profits of that year to the extent of seven per cent., and the excess thereof shall be divided equally between the preferred and common stock.

SECTION 7. That the said company shall issue no new stock Now stock, relaexcept as provided in the third section of this act, nor shall any tive to issuing of.