Proceedings upon Increase of Capital Stock. Oath of Judges. Return of Election.. Return of Increase of Stock. Affidavit. Waiver of Publication of Notice. Acceptance by Title and Trust Companies of Act of 1889. Amendment to Charter. Re-Organization by Purchasers after Sale. Acceptance of Constitution and Acts of Assembly. Statement of Foreign Corporation. GENERAL FORMS. Re-Charter. Certificate of Company. Dissolution of Corporation. Petition. Affidavit. Decree. CORPORATIONS OF THE FIRST CLASS. I. Certificate of Incorporation,1 Be it known that the subscribers, having associated themselves together for the purpose of and being desirous of becoming incorporated agreeably to the provisions of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved the twenty-ninth day of April, Anno Domini one thousand eight hundred and seventyfour, and its supplements, do hereby declare, set forth and certify that the following are the purposes, objects, articles and conditions of their said association, for and upon which they desire to be incorporated; I. The name of the Corporation shall be II. The purpose for which the Corporation is formed is III. The place where the business of the said Corporation is to be transacted is IV. The Corporation is to exist [either "perpetually," or "for the term of years."] 1 Supra, pp. 15-19. 2 Five or more must subscribe, three of whom at least must be citizens of Pennsylvania. V. The names and residences of the subscribers, and the number of shares subscribed by each are as follows : VI. The Corporation is to be managed by a Board of Directors [or Trustees], consisting of members and the names and residences of those chosen Directors [or Trustees] for the first year are VII. The amount of the capital stock of the said Corporation is dollars, divided into shares of the par value of dollars. VIII. The yearly income of the Corporation, other than that derived from real estate, will not exceed the sum of Witness our hands and seals this Domini one thousand eight hundred and dollars.3 day of Anno 4 Before me, the subscriber, Recorder of Deeds of the County of personally appeared three of the subscribers to the above and foregoing certificate of incorporation of and in due form of law acknowledged the same to be their act and deed. Witness my hand and official seal this Domini day of Anno 1 If the proposed corporation is not a stock company, this article will be "V. The names and residences of the subscribers are as follows: NAME. The corporation has no capital stock." 2 If not a stock company, this article will be omitted. RESIDENCE. 3 In re St. Luke's Church, 41 Leg. Int. 74; In re Mary Elizabeth Patterson Church, Id. 253. Supra, p. 16, n. 5. 4 In an application for a charter for a religious society there must, in addition to the above requirements, also be a provision securing the control and disposition of the real and personal property to the lay members thereof as required by the Act of 26 1 Supra, p. 17. Advertisement.1 In the Court of Common Pleas, No. Of No. for the County of Notice is hereby given that an application will be made to the said Court on 189, at 10 A. M., under the Act of Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved April 29, 1874, and the supplements thereto, for the Charter of an intended Corporation to be called the character and object whereof is and for these purposes to have, possess and enjoy all the rights, benefits and privileges of the said Act of Assembly and its supple ments. The proposed charter is now on file in the Prothonotary's office. Solicitor. being duly has been published for three weeks in and two newspapers of general circulation printed in the County of and has also been published for three weeks in [legal publications required by local statutes and rules of court.] and further that three of the subscribers to the said Charter herewith presented, viz. : are citizens of the Commonwealth of Pennsylvania. April, 1855, as amended by Act 2 June, 1887; P. L. 298: In re St. Luke's Methodist Episcopal Church, 41 Leg. Int. 74; Trustees v. Harrison, 12 Weekly Notes Cas. 32; supra, p. 15, n. 4. 2 Supra, p. 17, 18. Decree.1 [To be endorsed on Charter.] of In the Court of Common Pleas No. Of Term 189 No. And now this day of A. D. 189 the within Charter and Certificate of Incorporation having been presented to me, a Law Judge of said County, accompanied by due proof of publication of the notice of this application as required by the Act of Assembly and rule of this Court in such case made and provided, I certify that I have examined and perused the said writing, and have found the same to be in proper form, and within the purposes named in the first class specified in Section Second of the Act of the General Assembly of the Commonwealth of Pennsylvania, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved April 29th, 1874, and the supplements thereto, and the same appearing to be lawful and not injurious to the community, I do hereby on motion of Esquire, on behalf of the petitioners, order and direct that the said Charter of aforesaid be and the same is hereby approved, and that upon the recording of the same and of this order, the subscribers thereto and their associates shall be a Corporation by the name of for the pur poses and upon the terms therein stated. [L. S.] Recorded in the office for Recording of Deeds, in and for the County of in Book page II. Amendments to Charter.3 To the Honorable Judges of the Court of Common Pleas, No. of County 1 Supra, p. 18, 19. 2 If this application is made in a county wherein no rule of court exists, these words will, of course, be omitted. * Supra, p. 55. The Petition of Respectfully Represents : That it is an association duly incorporated under the laws of the Commonwealth of Pennsylvania, by on the day of A. D. for the purpose of and is embraced within the Corporations of the first class, specified in section second of an Act of the General Assembly of this Commonwealth, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved on the 29th day of April, A. D. 1874. That in pursuance of the provisions of the said Act of the General Assembly, the said Association is desirous of improving, amending and altering the articles and conditions of its said Charter, and at a meeting of the said Corporation duly convened, the following improvements, amendments and alterations of the said Charter were duly adopted : [Specify alterations.] Interlocutory Decree.1 In the Court of Common Pleas No. County of In the matter of the amendment of the Charter of The day of 189, the foregoing amendment and alterations of the Charter of having been duly presented to this Court in order that the same might be deemed and taken to be part of the Charter of the said Corporation, and it appearing that such amendments and alterations are lawful and beneficial, and do not conflict with the requirements of the Act of the General Assembly of this Commonwealth, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved the 29th day of April, 1874, nor with the Constitution of this State, it is hereby ordered and decreed that notice thereof shall be given by publication in accordance with the statute in such case made and provided. Per Curiam. Advertisement.2 of Philadelphia County, In the Court of Common Pleas No. Of Term 189 No. Notice is hereby given that an application will be made to the said Court on at 10 A. M., under the Act of Assembly 1 Supra, p. 55. * Supra, p. 17, 55. The certificate should be lodged in the Prothonotary's office, pending its advertisement. |