56. Purchasers of Corporate Franchises.

WHEN PURCHASERS OF CORPORATE FRANCHISES CONSTITUTE CORPORATION.1- Whenever the 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 railroad, canal, turnpike, bridge or plank road, or of any corporation, created by or under any law of this state, shall be sold and conveyed, under and by virtue of any process or decree of any court of this state or of the Circuit Court 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 franchises 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 corporation, created by or under any law of this state, may be purchased, shall be and they are hereby constituted a body politic and corporate, and shall be vested with all the right, title, interest, property, possession, claim and demand in law and equity, of, in and to such material, rolling stock, property or franchises 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 corporation, created by or under any law of this state, with the appurtenances, and with all the rights, powers, immunities, privileges and franchises of the corporation, as whose the same may have been so 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 veyance, and subject to all the restrictions imposed upon such corporation by any such act or acts, except so far as the same are modified hereby.2

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DUTIES AND POWERS OF PURCHASERS AND NEW CORPORATIONS.3-And the person 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, transportation or telegraph company, or any railroad, canal, turnpike, bridge or plank road, or of any corporation, created by or under any law of this state, may have been purchased, shall meet, within thirty days after the conveyance thereof shall be delivered, public notice of the time and place of such meeting having been given, at least once a week for two weeks, in at least one newspaper published in the city or county in which such sale may have been held, and organize said new corporation by electing a president and board of six directors (to continue in office until the first Monday of May succeeding such meeting, when and annually thereafter on the said day a like election for a president and six directors shall be held to serve for one year,) and shall adopt a corporate name1 and common seal, determine the amount of the capital stock thereof, not exceeding the amount authorized in the original charter, and shall have power and authority to make and issue certificates therefor to the purchaser or purchasers aforesaid, to the amount of their respective interests therein, in shares of fifty dollars each, and may then or at any time thereafter create and issue preferred stock to such an amount and on such terms as they may deem necessary, and from time to time to issue bonds, at a rate of interest not exceeding six per centum, to any amount not exceeding their capital stock, and to 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 mining, manufacturing, 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.2

RETURN TO STATE DEPARTMENT.3-It shall be the duty of such corporation, within one calendar month after its organization, to make a certificate thereof, under its common seal, attested by the signature of its president, specifying the date of such organization, the name so adopted, the amount of capital stock, and the names of its president and directors, and transmit the said certificate to the secretary of state, at Harrisburg, to be filed in his office and there remain of record; and a certified copy of such certificate, so filed, shall be evidence of the corporate existence of said new corporation.

ACCEPTANCE OF CONSTITUTION. 5 - The provisions of this act shall not inure to the benefit of any corporation unless such corporation shall, before claiming or using the benefits of this act, file in the office of the secretary of the commonwealth, an acceptance of the provisions of article sixteen of the constitution of this commonwealth, which acceptance shall be made by resolution adopted at a regular or called meeting of the directors, trustees or other proper officers of such corporation, certified under the seal of the corporation; and a copy of which resolution, certified under the seal of the office of the secretary of the commonwealth, shall be evidence for all purposes.

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PURCHASERS OF CERTAIN CORPORATIONS MAY ISSUE STOCK AND BONDS. In all cases in which the property and franchises of any corporation, mentioned in the act and its supplement to which this is a further supplement, or of any telegraph company, may have been or shall hereafter be purchased at any sale, by virtue of any process or decree of any court of this commonwealth or the Circuit Court 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 the same may have been or shall hereafter be purchased, shall have power and authority to determine the amount of the capital stock and bonds to be issued therefor, and to issue therefor certificates for the said capital stock, and also bonds, and secure the same by mortgage or mortgages on the real and personal property, corporate rights and franchises purchased. Such stock or bonds, or both, shall be issued to the purchaser or purchasers for their respective interests, in such amounts and proportions as may be determined by themselves, and shall be deemed and taken to have been issued for and in consideration of the property and franchises so purchased and received: Provided, That no railroad, canal or other transportation company, 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 of this state, in manner and form as provided by law.

PREVIOUS PROCEEDINGS VALIDATED. - That in all cases in which the property and franchises of any corporation mentioned in the act and its supplements, and to which this is a further supplement, or of any telegraph company, have been sold, by virtue of any [process] or decree of any court of this commonwealth or the Circuit Court of the United States, and the person or persons for or on whose account the same have been purchased, have organized a corporation under the provisions of said act, and have issued stock and bonds to the purchaser or purchasers for their respective interests, secured by mortgage, in such amount and proportions as may have been determined and agreed upon by them, such issues are hereby ratified, approved and confirmed.

ACCEPTANCE OF CONSTITUTION. -The provisions of this act shall not inure to the benefit of any corporation, nor shall they be considered as validating or confirming any act heretofore done by any corporation, unless such corporation shall, before claiming or using the benefits of this act, file in the office of the secretary of the commonwealth, an acceptance of the provisions of article sixteen of the constitution of this commonwealth, which acceptance shall be made by resolution adopted at a regular or called meeting of the directors or trustees or other proper officers of such corporation, certified under the seal of the corporation; and a copy of which resolution, certified under the seal of the office of the secretary of the commonwealth, shall be evidence for all purposes.

APPENDIX.

FORMS.

List of Forms.

CORPORATIONS OF THE FIRST CLASS.

Certificate of Incorporation.

Advertisement.

Proof of Publication and Residence.

Decree.

Record.

Amendments to Charter.

Interlocutory Decree.

Advertisement.

Final Decree.

CORPORATIONS OF THE SECOND CLASS.

Suggestions on Corporation Business.

Certificate of Incorporation.

Approval by the Governor, Enrolment and Record.

Advertisement.

Proof of Publication.

Letters-Patent.

Charter for Trust Company.

Road Company.

Ferry, Wharf or Bridge Company.

General Telegraph Company.

Private Telegraph Company.

Water, Gas Light, Electric, Heat and Fuel Companies.

Iron and Steel Companies.

Mining Company.

Manufacturing Companies.

Building and Loan Associations and Mutual Saving Funds.

Acceptance of Act of 1879 by Building and Loan Associations and

Mutual Saving Funds.

Resolutions of Stockholders.

Certificate of Acceptance.

Charter for Foreign Corporation becoming Domestic.

Certificate of Company.

Charter for Natural Gas Companies.

Acceptance of Act of 1889 by Electric Light, etc., Companies.

Proceedings upon Increase of Capital Stock.

Resolution of Board of Directors.
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