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thereof in vacation, conditioned to indemnify all and every person whose property may be injured by reason of the construction and operation of the improvements of said corporation.

1 Nothing in this act contained shall be held to authorize the taking or injuring of private property for a private use, nor to affect in any way any suit at law or in equity now pending.

51. Associations for Prevention of Cruelty to Children and Aged Persons.

* In addition to the corporations not for profit of the first class, authorized to be created by the second section of the corporation act of one thousand eight hundred and seventy-four, there may be formed, under the provisions of said act and the several supplements thereto, associations for the prevention of cruelty to children and aged persons, and said associations shall have the power to receive and hold such real and personal estate, as may be necessary for their purposes: Provided, That the clear yearly value or income of the real estate so held shall not exceed an amount equal to twenty thousand dollars.

3 Any corporation so formed, as provided in the first section of this act, shall have power to apply to the governor of the commonwealth to commission such persons, as the said corporation may designate, to act as policemen for said corporation.

* The governor, upon such application, may appoint such persons, or either of them, as he may deem proper, to be such policemen, and shall issue a commission to such persons to act as such policemen.

Every policeman so appointed shall, before entering upon the duty of his office, take and subscribe the oath required by the seventh article of the constitution before the recorder of the county in which said corporation is located, which oath, after being duly recorded by said recorder, shall be filed in the office of the secretary of the commonwealth; and such policemen, so appointed, shall severally possess and exercise all the powers of a policeman, in any county in which they may be directed by said corporation to act, and the keepers of jails, lock-ups, station-houses, in any of said counties, are required to receive all persons arrested by such policemen for the commission of any offense for the cruelty of children and aged persons, and to be dealt with according to law.

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1 It shall be the duty of the secretary of the commonwealth to issue a certificate showing the appointment of any such persons as policemen, as aforesaid, which certificate shall be evidence of the authority of said person to act as policemen, as aforesaid, in any of the counties of this commonwealth.

2 The compensation of such police shall be paid by the corporation for which the policemen are respectively appointed, as may be agreed upon between them.

3 When any corporation shall no longer require the service of any policeman, so appointed as aforesaid, it may file a notice to that effect, under its common corporate seal, attested by its secretary, in the office of the secretary of the commonwealth, and thereupon the power of such policeman shall cease and be determined.

52. Ship Building and Ship Transportation Companies.

MAY INCREASE CAPITAL STоск. -It shall be lawful for any corporation organized for the building of ships, vessels and boats, and carriage of persons and property thereon, to increase the capital stock of said corporation to any sum not exceeding five million dollars, which said capital shall be divided into shares of not more than one hundred dollars each, and all subscriptions to the capital stock of such corporation shall be paid in such instalments, and at such times, as the directors may require.

PROPERTY MAY BE TAKEN IN PAYMENT OF INCREASED STOCK. -It shall be lawful for any corporation increasing its capital under the provisions of this act, to take such real and personal estate, mineral rights, patent rights and other property, as is necessary for the purposes of its organization and business, in payment for subscriptions to the stock so issued, and the stock so issued after payment made of the full par value thereof, shall be declared and be full paid stock, not liable to any further calls or assessments, and the holders of stock so full paid shall not be liable in their individual capacity for any of the debts of the corporation, except for debts due to laborers, mechanics or clerks for services rendered while in the employ of the corporation, and in that case for no period exceeding six months.

1 Act 25 May, 1887, 85; P. L. 265.

2 Id., § 6.

Id., § 7.

* Act 17 April, 1889, 31; P. L. 37.

5 Id., 2.

53. Secretary of Commonwealth to Publish List of Charters.

1It shall be the duty of the secretary of the commonwealth to prepare and publish, with every edition of the pamphlet laws, a certified list of all charters of incorporation filed in his office, and incorporated under the provisions of this act, stating the style, title, purpose and location of every such corporation, and he shall prepare and publish a complete alphabetical index to the same.

54. Repeal of Prior Acts.

2 From and after the passage of this act, 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; 3 "An Act to enable joint tenants, tenants in common, and adjoining owners of mineral lands in this commonwealth, to manage and develop the same," approved April twentyfirst, one thousand eight hundred and fifty-four; " An Act relating to corporations for mechanical, manufacturing, mining and quarrying purposes," approved July eighteenth, one thousand eight hundred and sixty-three; 5 "An Act to provide for the incorporation of iron and steel manufacturing companies," approved March twenty-first, one thousand eight hundred and seventy-three, and the several supplements to each of said acts, be and the same are hereby repealed, so far as they provide for the creation of corporations for any of the purposes provided for by this act, or are inconsistent with this act.

55. Dissolution.

VOLUNTARY DISSOLUTION." -It shall be lawful for any Court of Common Pleas of the proper county to hear the petition of any corporation under the seal thereof, by and with the consent of a majority of a meeting of the corporators, duly convened, praying for permission to surrender any power contained in its charter, or for the dissolution of such corporation; and if such court shall be satisfied that the prayer of such petition may be granted without prejudice to the public welfare, or the interests of the corporators,1 the court may enter a decree in accordance with the prayer of the petition, whereupon such power shall cease or such corporation be dissolved: Provided, That the surrender of any such power shall not in anywise remove any limitation or restriction in such charter; and that the accounts of the managers, directors, or trustees of any dissolved company shall be settled in such court, and be approved thereby ; and dividends of the effects shall be made among any corporators entitled thereto, as in the case of the accounts of assignees and trustees: Provided further, That no property devoted to religious, literary or charitable uses shall be diverted from the objects for which they were given or granted :3 Provided, That the decree of said court shall not go into effect until a certified copy thereof be filed and recorded in the office of the secretary of the commonwealth.

1 Act 29 April, 1874, § 45; P. L. 107.

2 Id., § 46.

$ P. L. 563.

4 P. L. 437.

P. L. [1864] 1102.

P. L. 26.

7 Act 9 April, 1856; P. L. 293. The act extends to corporations incorporated by the legislature as well as to those incorporated by the courts: Com. v. Slifer, 53 Pa. 71; Re Credit Mobilier, 10 Phila. Rep. 2.

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* The "proper county" intended by said act, approved as aforesaid, may be, at the option of any corporation praying for permission to dissolve in the way and manner in said act designated, either the county in which the principal operations of the corporations are conducted, or that county in which its principal office or place of business is located : Provided, That notice of said application shall be given, by publication in two papers in the county in which the principal operations are conducted, and that in which the principal office is located.7

1 And if the contrary appear, or the matter be doubtful, the application will be refused: Re Credit Mobilier, 10 Phila. Rep. 2; Riddell v. Fire Co., 8 Phila. Rep.

310.

2 Where a corporation was a lessee under a long term, the effect of the liability for future rent as preventing distribution of the assets in voluntary liquidation under und the English statutes was much mooted in Gooch v. London Bkg. Ass'n, Law Rep. 32 Ch. Div. 41.

3 Upon the dissolution of a charitable organization, its assets belong to the public, and unless authorized by special legislation, a distribution amongst the corporators is a breach of trust: Humane Fire Co.'s Appeal, 6 Weekly Notes Cas. 442.

* Act 4 April, 1872; P. L. 40.

The Act of 9 April, 1856, ubi supra.

One of these alternatives must be shown: Re Credit Mobilier, 10 Phila. Rep. 2. In practice publication is usually required once a week for three weeks: Re Phila. Straw Braid Co., 6 Pa. C. Ct. Rep. 65; Re Ashton Mfg. Co., 22 Weekly Notes Cas. 23.

Apart from the above provisions as to voluntary dissolution, it is well settled that an adverse dissolution will not be decreed by reason of the neglect or omission to elect officers, if the power to elect remains in the corporate members: Rose v. Turnpike Co., 3 Watts, 46; Com. v. Cullen, 13 Pa. 133; nor by obtaining a charter from another sovereignty: Com. v. Railroad Co., 58 Pa. 26; although it is otherwise when the corporation constantly and wilfully violates its franchises: Com. v. Bank, 28 Pa. 383; and when acts amounting to dissolution of the corporation are sought to be taken advantage of, it is clear that the charter cannot be collaterally attacked (supra, p. 33, n.), and that a forfeiture for abuse or neglect of the fran

NO DISSOLUTION UNTIL PAYMENT OF TAXES. No corporation, company, joint stock association, association or limited partnership, made taxable by this act, shall hereafter be dissolved by the decree of any Court of Common Pleas, nor shall any judicial sale be valid or a distribution of the proceeds thereof be made until all taxes due the commonwealth have been fully paid into the state treasury, and the certificate of the auditor general, state treasurer and attorney general to this effect filed in the proper court with the proceedings for dissolution or sale.

SALE OF REAL ESTATE AFTER DISSOLUTION." - Whensoever it has occurred or shall happen that any corporation has been or shall be dissolved, whether by decree of court, expiration of time or otherwise, owning land or other real estate within this commonwealth, it shall and may be lawful for the Court of Common Pleas of the county, wherein the real estate is or shall be located, upon the petition of any one or more of the shareholders or corporators, and personal notice to and service upon all known parties in interest whose place of residence are known, and such further notice by advertisement to others interested, as the court may direct, if no reasonable and sufficient cause be shown to the contrary, to authorize the sale of such real estate in fee simple, at either public or private sale, upon such terms as the court may designate, by a trustee to be appointed for that purpose; which trustee, before making such sale, shall give security, for the faithful application of the proceeds of such sale according to law, to be approved by the court in double the probable value of the land to be sold, and the proceeds of such sale shall be distributed by the party making the same, as part of the effects of the defunct corporation to creditors or shareholders, as the said court may adjudge them to be entitled, and if said corporation had made sale of real estate, and had not conveyed the same, such court may decree conveyance in specific execution of such contract in manner aforesaid: Provided, That the petition aforesaid shall be presented within one year, and decree granted thereon within three years, after the aforesaid dissolution; except in cases where the dissolution has occurred prior to the passage of this act, when the petition shall be presented within one year, and decree granted thereon within three years from and after the passage of this act.

chises must be declared by process and judgment of law before the corporation can be treated as defunct: Lehigh Bridge Co. v. Navigation Co., 4 Rawle, 24. The dissolution or expiration of a corporation at law works a technical abatement of its debts: Building Ass'n, v. Anderson, 7 Phila. Rep. 106; Cooper v. Oriental Ass'n, 100 Pa. 405; but this has been remedied by the Act of 1881, as to all corporations for mining, manufacturing or or trading purposes (supra, p. 116), and in Kisterbock v. Ass'n, 7 Phila. Rep. 185, a corporation mortgagee was held entitled to bring scire facias against the corporation whose charter had expired-the syllabus of this case is not

correct.

1 Act 1 June, 1889, § 32; P. L. 437.

* Act 25 June, 1885; P. L. 178.

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