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Commonwealth of Pennsylvania,
PASSED AT THE
SESSION OF 1901,
ONE HUNDRED AND TWENTY-FIFTH YEAR OF INDEPENDENCE,
A Proclamation by the Govornor, doolaring that he has fled certain Bills in the once
of the Secretary of th. Oommonwoalth with his objoction, thereto.
WM. STANLEY RAY,
COMMONWEALTH OF PENNSYLVANIA,
may be made.
To provide for increasing the capital stock and indebtedness
of corporations. Section 1. Be it enacted, &c., That the capital stock Capital stock or or indebtedness, or both, of any corporation created by corporations may general or special law may, with the consent of the be increased to persons or bodies corporate holding the larger amount necessary. in value of its stock, be increased to such an amount in the aggregate of each as it shall deem necessary to accomplish and carry on and enlarge the business and purposes of the corporation. Such increase of either may be made at once, or from time to time, as the stock- When Increase holders aforesaid shall determine.
Section 2. That any corporation desirous of increasing its capital stock or indebtedness, or both, as authorized by this act, shall by resolution of its board of How increase directors, adopted by a majority of the entire number thereof, declare such purpose, and thereupon by resolution, similarly adopted, direct that the question of such proposed increase shall be submitted to the stockholders of such corporation for their consent; either,
(A). At any prescribed regular annual meeting or At regular annual adjournment thereof, the notice whereof, stating inter proposed increase
been pubalia that such subject would be considered thereat, lished. shall have teen published once a week for sixty days prior to such meeting in at least one newspaper published in the county, city or borough wherein the chief office or place of business of the corporation is situate. At said meeting the question shall be submitted to the stock bolders, and it shall be the duty of the president Content of stockand secretary of said meeting, by such agencies or certined by preslmethods as to them may seem meet, to ascertain tary. whether the persons and bodies corporate holding the larger amount in value of the stock of said corpora
( 3 )
dent and secre
At a special meeting of stock
ing been published.
Election of the
Judges shall be
tion shall have consented to such increase, and upon being so satisfied to certify in duplicate the fact, under oath duly administered: Provided, That should a stock vote be duly demanded at said meeting, it shall be the duty of the president and secretary, in ascertainment of the fact of the consent, to cause such vote to be taken at the same time and place, by the same persons and in the same manner, as the vote for directors or managers of such corporation shall be taken; or,
(B). At a special meeting of the stockholders, notice holders, notice of of the time, place and object of which shall have been
published once a week for sixty days prior to said meeting in at least one newspaper published in the county, city or borough wherein such office or place of business is situated. At such meeting thus called, or any ad
journment thereof, an election of the stockholders shall stockholders shall be taken for or against such increase, which shall be
conducted by three judges, stockholders of such cor
poration, appointed by the board of directors to hold How election shall said election, and if one or more of said judges be ab
sent the judge or judges present shall appoint a judge or judges who shall act in the place of the judge or judges absent; and said judges shall respectively take and subscribe an oath or affirmation before an officer authorized by law to administer the same, well and truly and according to law to conduct such election to the best of their ability; and the said judges shall decide upon the qualifications of voters, and when the election is closed count the number of shares voted for and against such increase, and declare whether the persons and bodies corporate holding the larger amount of the stock of such corporation have consented to such
an increase or refused to consent thereto, and shall Judges shall make make out duplicate returns of said election, stating the out duplicate re
number of shares of stock that voted for such increase turns.
and the number that voted against such increase, and subscribe and deliver the same to one of the chief offcers of said company. Each ballot shall have endorsed thereon the number of shares thereby represented, but no sbare or shares transferred within sixty days shall entitle the holder or holders thereof to vote at such election or meeting; nor shall any proxy be received, or entitle the holder to vote, unless the same shall bear date and have been executed within four months next preceding such election or meeting; and it shall be the duty of such corporation to furnish the judges, at said
meeting, with a statement of the amount of its capital stock shall be rur stock, with the names of persons or bodies corporate nished to judges holding the same, and number of shares by each re
spectively held, which statement shall be signed by one of the chief officers of such corporation, with an affidavit thereto annexed that the same is true and correct to the best of his knowledge and belief.
Ballots shall be endorsed
Statement of amount of capital
Office of the Sec
Treasurer bonus on increase.
lect or omission.
Section 3. That it shall be the duty of such corpora
Shall Ale in the tion, if consent is given to such increase, to file in the retary of the comOffice of the Secretary of the Commonwealth, within of certificate of
election, thirty days after such election, one of the copies of the certificates of the president and secretary of the annual meeting, or one of the copies of the return of such election at the special meeting hereinbefore provided for, with a copy of the resolution and notice Also copy of reso
lutions and notice, calling the same thereto annexed; and thereafter the increase may be made at such time or times as shall be determined by the directors. Upon the actual increase of the capital stock or indebtedness of such cor- President shall poration, made pursuant thereto, it shall be the duty actual Increase of the president or treasurer of such corporation, within to Secretary of the thirty days thereafter, to make a return to the Secre. tary of the Commonwealth, under oath, of the amount of such increase actually made, and concurrently there. with such corporation shall pay to the State Treasurer, Shall pay to state for the use of the Commonwealth, such bonus on the actual increase shown by said return as shall then be prescribed by law. In case of neglect or omission to make said return, such corporation shall be subject to a penalty of five thousand dollars, in addition to the Penalty for negbonus, which penalty shall be collected on an account settled by the Auditor General and State Treasurer as accounts for taxes due the Commonwealth are settled and collected; and the Secretary of the Commonwealth Secretary of the shall cause said return to be recorded in a book for shall record rethat purpose and furnish a copy of the same to the Au- turn, and furnish ditor General.
Section 4. Nothing in this act contained shall be con- How act shall be strued as compelling resort to the process herein provided in the case of indebtedness contracted in the usual course of corporation business. All acts and parts of acts inconsistent with the provisions of this Repeal. act are hereby repealed: Provided, however, That any Proviso. proceeding for increase of capital stock or indebtedness, begun-under existing law prior to and not completed at the date this act becomes effective, shall be consumated under the authority of this act if the antecedent proceeding shall have conformed to its requirements; but if such antecedent proceeding shall not have so conformed, then the proceeding shall be consumated under the provisions of the law existing prior to the passage of this act: Provided, however, that the Proviso. provisions of this act shall not inure to the benefit of any railroad, canal or other transportation corporation, unless such railroad, canal or other transportation corporation shall, before claiming or using the benefits of this act, file in the office of the Secretary of the Commonwealth an acceptance of all the provisions of article seventeen of the Constitution of this Commonwealth, which acceptance shall be made by resolu
copy to Auditor General.