SECTION 8. That suits at law may be maintained by said corporation' against any of its members, for the collection of their deposite notes or any assessment thereon, or for any other cause relating to the business of said corporation; also, suits at law may be prosecuted by any person, against said corporation, for losses, if payment is withheld more than one month after the company are duly notified thereof. SECTION 9. That at any time within three months after the passage of this act, the persons named in the first section thereof, or any six of them, shall give public notice in two or more daily newspapers published in the county of Allegheny, for at least five days, at the expiration of which time they shall open books at some convenient place by them designated, for the subscription of the capital stock of said company, and shall keep them open every day, Sundays excepted, between the hours of nine o'clock in the morning, and four o'clock in the afternoon, for at least six days, after which, it shall be lawful for said commissiopers to re-open said books on any subsequent day by giving five days' notice of said re opening, and may keep them open till all the shares of said stock are subscribed for: Provided, That no policies shall be issued by said company until two hundred shares of said stock are subscribed for. SECTION 10. That it shall and may be lawful for the directors of the said company to make dividends not exceeding twelve per cent., and said dividends shall be paid to the stockholders or their representatives, and if a surplus remains after the payment of said dividends it shall be divided equitably among the insured. SECTION 11 That the stockholders of said company shall, in their individual capacity, be liable for all debts and contracts of said corporation to the amount of their several subscriptions held at the time of contracting such indebtedness: Provided, however, Such individual liability shall not be enforced until the assets of the company shall have been first proceeded against and exhausted. SECTION 12. That the capital stock of said company shall be transferable according to the rules and regulations prescribed by the direc tors, and every subscriber of any share or shares of said stock, who shall neglect to pay the instalments or secure the same as prescribed by the directors aforesaid, shall forfeit the same to the corporation, and all payments made thereon and all profits that may have accrued there. to: Provided, That at least thirty days' notice shall be given to such negligent subscriber or stockholder before the time of such forfeiture. SECTION 13. That it shall be lawful for said company to take and hold real estate or securities mortgaged or pledged to said company to secure the payment of any debt which may be contracted with said company, and take any real estate in payment of any debt previously contracted and due to said company, or which may come to said company by virtue of any judgment, execution, or decree at law or in equity, and to hold the same until they can conveniently sell and convert the same into money, and also to invest the capital stock or so much of the surplus profits of said company as they may deem fit, and in such manner as the directors may decide: Provided, however, Nothing in the foregoing shall be so construed as to confer upon said corporation any banking privileges. JOHN S. RHEY, Speaker of the House of Representatives. Speaker of the Senate. WM. BIGLER. APPROVED The sixth day of April, A. D., one thousand eight hundred and fifty-two. OF THE SESSION OF 1852. No. 178. AN ACT For the protection of the creditors of the Schuylkill Navigation Company. WHEREAS, By reason of the devastations of floods, the said com- Preamble. pany is at present unable to meet its libabilities, and the creditors thereof have petitioned for such legislation as will justly and equitably protect all the creditors for their respective claims; therefore, ted with all the estate of corpo 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 the president and managers of the said company for the time being President and shall be, and they are hereby vested with all the estates real, personal, managers vesand mixed, and all the franchises of the said corporation, known as "The President, Managers, and Company of the Schuylkill Naviga- ration as trustion Company," as trustees for the benefit of the creditors of the said tees. corporation, and shall take, hold, and use the said estates and franchises for the uses and purposes hereinafter mentioned as fully, completely, and effectually as the said corporation may or can now do, or as if the same had been conveyed to, and vested in them by a deed of general assignment duly made and executed by said corporation, and recorded in the several counties wherein said estates may be situated, and the said franchises be exercised, or as if they had been appointed receivers or sequestrators under proceedings had against said corporation before a court of competent jurisdiction, and made final and effectual for a compulsory assignment or sequestration of said estates and franchises for the benefit of creditors, and without any liability to have the same taken in execution or otherwise sequestrated in their hands and possession: Provided, That nothing herein contained shall be so con- Proviso. strued as to effect the lien of any mortgage heretofore given by the said corporation, and now unsatisfied upon the real estate of said corpo ration. made in the name of corporation. Acts, proceedSECTION 2. That all the acts, proceedings, and contracts of the said trustees shall be had and made in the name of the said corporation, and ings and conbe attested by the president and by the secretary and treasurer thereof, tracts, to be and the corporate seal affixed thereto, and attested by him when necessary; the president of the said corporation shall be the acting trustee, and shall receive such compensation for his services as may be fixed from time to time by the managers, but no compensation shall be paid to any manager, nor shall any security be required from the said president and managers for the execution of their trust. SECTION 3. That hereafter at all elections to be held, and at all meet- Ratio of votes. ings of the said corporation, every loanholder shall be entitled to give one vote for every fifty dollars of loan by him or her held, and every stockholder one vote for every share of stock by him or her held; the president, twelve managers, and a secretary and treasurer, shall hereafter be elected annually by, the said loanholders and stockholders at the time and for the term now fixed by law for the election of said officers; the managers so elected shall have power to fill vacancies that occur in their body, and in case of the death, resignation, or inability to act, of the president, or of the secretary and treasurer, they shall also have power to fill the vacancy in either of said offices. may Vacancies. Application of income. First, ordinary expenses. Second, principal and interest of money bor rowed. SECTION 4. That the said president and managers, acting as trustees as aforesaid, shall apply all the income and revenue of the said corporation, as follows: First. To the payment of the ordinary expenses for management, supervision, and repairs, and to the payment of any debt or obligation now due and payable, or which may have been contracted for said purposes. Second. To the payment of the principal and interest of the money borrowed for the repair and restoration of the works since the floods of the year one thousand eight hundred and fifty, for which the tolls are now pledged, and for the payment of money borrowed to pay interest or the mortgage loans in year one thousand eight hundred and fifty. Third. To the payment of the interest now due and payable, and hereafter to grow due and payable on the mortgage loans and mortgage ment of interest debts of said corporation, and bonds given or to be given in settlement of land damages. Third, pay due. Fourth, pay pai. Fourth. To the payment of the principal money now due, or which may hereafter grow due on any mortgage loan, or any other mortgage debt, ment of princi- if payment in the order of the respective priorities of lien of such principal has been demanded during any current year, and if any surplus shall then remain to apply said surplus to the payment of the interest and principal of all other loans and obligations of the said corporation, according to the legal priorities of the same. Fifth, annual statement. Sixth, to borrow money. Seventh, land ing, boats or railroad cars, increase of. Fifth. The said trustees shall file, annually, on or before the first Monday in February, in the office of the prothonotary of the Supreme Court for the Eastern district of Pennsylvania, a general condensed statement of their receipts and payments for the year ending the thirtyfirst day of December of the year preceding, and any stockholder or loanholder of said corporation who may consider himself or herself aggrieved or prejudiced by any payment made by said trustees shall, upon application to the said court, be allowed an audit of the said statement, and if upon such audit it shall be found that the said trustees have faithfully and truly executed their trust according to the terms and conditions of this act, the expenses of such audit shall be paid by such applicant, but if otherwise, then such expenses shall be paid by the said trustees. Sixth. In case of any extraordinary damage or injury to the canal and works of the said corporation by floods or other great casualty, it shall be lawful for the said trustees to borrow money for the repair and restoration thereof, and to pledge the tolls and other income for the repayment of the same, and the interest thereon, with priority over all other liabilities, except such as may be necessary for the ordinary ex penses of management, supervison, and repairs. Seventh. In case the business of said corporation, as managed by the said trustees, shall so enlarge as in their opinion to justify an increase of landings, boats, or railroad cars, it shall be lawful for the said trustees to raise money to procure the same, and to secure the re-payment of the said money and the interest thereon by a specific pledge of the property acquired with such money, and to provide for the re-imbursement of the same by such allowance, not exceeding the fourth part thereof, out of the tolls or other revenue derived from the use of said landings, boats, and railroad cars, as may be necessary for such re-imbursement, at the times and in the manner agreed upon with the lenders of such money, and until the same is so re-imbursed the landings, boats, and railroad cars procured therewith shall be held by said trustees spe cifically for such re-imbursement and without liability for any other debt or obligation whatever, and the repair and upholding of the said landings, boats, and railroad cars, when so acquired, shall constitute part of, and be defrayed as the ordinary expenses for management, supervision, and repair are herein before directed to be paid. sell real estate. Eighth. The said trustees shall be, and they are hereby authorized, Eighth, trustees upon the application of any mortgage or lien creditor, to sell at public authorized to sale any real estate now owned and held by the said corporation, which, in the opinion of said trustees, may not be appurtenant to, or necessary for the use of the canal and works of the said corporation, and apply the proceeds of such sales to the payment of the mortgages or other liens or incumbrances upon the real estate so sold according to the respective legal priorities of such mortgages, liens or incumbrances. Notice of any intended sale of such real estate shall, however, be given by said trustees by advertisement published daily, in at least two newspapers printed and published in the city of Philadelphia, for at least two weeks before any such sale, and also by advertisements published at least once a week for the term of four weeks, in a newspaper printed and published in the county, any such real estate so intended to be sold shall be situate, and said trustees shall be authorized to make conveyances in the name and under the corporate seal of said corporation of the real estate so sold, and said conveyances shall be deemed to assure the same to the purchaser or purchasers thereof, and their assigns, freed and discharged from any mortgages or other liens or incumbrances given or created by said corporation against such real estate so sold and conveyed on the payment of the purchase money to the mortgage or lien creditors, who would be entitled to receive the same if the premises had been sold by the sheriff on proper legal process. SECTION 5. That it shall be lawful for the president of the said cor- General meetporation to call general meetings of the stockholders and loanholders of ings. said corporation, in the manner and upon the notice now required for convening general meetings of the stockholders, and at any meeting so convened, the said stockholders and loanholders voting as separate bodies, may agree upon the terms of such final settlement and liquidation of the affairs and liabilities of the said corporation as shall appear to them to be just and equitable, in such form and amount of loans or stock, or both, and at such prices and rates of interest and dividend, and with such security upon the estates and franchises thereof as they shall fix, and the certificates issued for such loans and stock shall be transferable Certificates. only on the books of the said corporation, and upon the confirmation of any agreement for such final settlement and liquidation by a majority of two-thirds, in interest of both stockholders and loanholders, voting as separate bodies, as aforesaid, certificates of stock or loans, or of both, as the case may require, of the character and obligation so agreed upon, shall be issued by the trustees, duly attested by the signatures of the president and treasurer, and by the corporate scal, and be delivered to such of the stockholders and loanholders as may concur in such agreement; upon the surrender of the certificates of stock, loan, or other obligations, for which such new certificates are to be given in settlement, and thereupon such agreement shall go into effect, and the affairs and business of the said corporation shall thereafter be managed and conducted by said trustees as may be directed by such agreement, anything herein before contained to the contrary notwithstanding; and in case any stockholder or loafholder shall fail to file with the president of said corporation his or her refusal to concur in such agreement, within six months after notice of the adoption thereof by a majority as aforesaid, has been served upon him or her, or upon his or her agent, attorney, or legal representative, such stockholder or loanholder shall be deemed 264 Proviso. When powers and taken to have agreed to and concurred therein and in case any SECTION 6. That upon the final adoption of such agreement by all and duties ves- the loanholders of the said corporation, the powers and duties vested in ted in president said president and managers as trustees, by this act, shall cease, and and managers to the estates and franchises of the said corporation be again vested in it cease. in the same manner and to the same extent as the said corporation held and enjoyed the same immediately at and before the passing of this act, charged as may be so agreed upon, but freed and discharged from such liens and incumbrances as may have been extinguished by the adoption of such agreement: Provided, That the right of voting at elections and general meetings given to stockholders and loanholders by the third section of this act, and the number of votes which they shall be respectively entitled at such elections and meetings shall continue as therein fixed. JOHN S. RHEY, Speaker of the House of Representatives. JOHN H. WALKER, We do certify that the bill entitled "An Act for the protection of the creditors of the Schuylkill Navigation Company," was pres nted to the Governor on the twenty-fifth day of March, one thousand eight hundred and fifty-two, and was not returned within ten days (Sundays excepted), after it had been presented to him, wherefore it has, agreeably to the Constitution of this Commonwealth, become a law in like manner as if he had signed it. WM. JACK, Clerk of the House of Representatives. Harrisburg, April 7, 1852. |