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 approval of certain amendments to the Charter of

as set forth in the petition for the allowance of said amendments, filed in said Court.

Final Decree.1

Solicitor.

And now this

day of

A. D. 189 the within amendments, alterations and improvements, having been presented to this Court accompanied by due proof of publication of notice thereof, and no cause having been shown to the contrary, it is on motion of Esquire, ordered and decreed that upon the recording of the same, the said amendments, alterations and improvements shall be deemed and taken to be part of the Charter of the said Corporation.

Per Curiam.

Supra, p. 55, 56,

CORPORATIONS OF THE SECOND CLASS.

Suggestions on Corporation Business.

PREPARED BY THE SECRETARY OF THE COMMONWEALTH.

Notices.

The notice of an intention to apply for a charter should give the names of five subscribers to the certificate of organization, and designate a time when the application will be made. The time stated should not fall within twenty-one days after date of first publication nor upon Saturday (the State Treasury being closed on that day). Notice must be given in two newspapers of general circulation, and not in legal or technical publications.1

Filing of Certificate.

The certificate of organization should be on file in this office during the period of publication. This greatly facilitates business, as applications are examined when received, and needed changes or corrections may thus be made before maturity of notice of application. Re-advertisement will be required on applications not received within thirty days of the time designated in the notice.

Contents of Certificate.

The purpose of the corporation should be stated concisely, and diverse purposes should not be combined in one application. The rights to be enjoyed need not be enumerated.

The place of business designated should be the location of the principal office, that is, where the corporate functions are to be exercised.

The treasurer should not be named as a director, these offices being incompatible.

Protests and Hearings.

Protests against the issuing of letters-patent upon any application should be filed in this office as soon after the first publication of notice as practicable. The protest should briefly set forth the ground of opposition and the interest of the protestants, and must be specific, giving the full and correct name of the company against whose application it is filed, and designating the date when the application is advertised to be made.

A day for hearing will then be appointed, at which time all parties will be heard by counsel or in person.

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Increase and Decrease of Stock and Indebtedness.

Returns of election upon increase or decrease of capital stock should not be combined with the returns of election upon increase or decrease of indebtedness. The return of the president or treasurer as to the actual making of the authorized increase or decrease should be made separately from the election return and not attached thereto, and is required by law to be made within thirty days after the actual increase or decrease.

In case of increase the return should specify the terms thereof, whether for cash, for materials, labor or property.

Waivers of notice of publication should be accompanied by the affidavit of the proper officer, showing that the persons subscribing the waiver are the owners of all the capital stock of the corporation.

Co-operative Associations.

Co-operative associations are corporations, and are subject to all the requirements of the corporation laws as to bonus and fees due the state. The amount of the original capital must be specified in the articles of association. The purpose of the association and the terms upon which persons may become members should be clearly and succinctly stated.

Foreign Corporations.

Foreign corporations doing business in this state are required by law to file a statement of the location of their office in this state and name of agent, and when either is changed a new statement must be filed.

Bonus and Fees.

The first instalment of bonus on capital stock is payable through this office by all corporations except railroad, turnpike, bridge and cemetery companies, and building and loan associations, and checks or drafts therefor should be to the order of the "State Treasurer;" all other checks and drafts should be to the order of the "Secretary of the Commonwealth."

Blank Forms.

Blanks for applications for charters, proofs of publication, increase or decrease of capital stock or indebtedness, and statements by foreign corporations will be furnished on application to the Secretary of the Commonwealth.

FORM A.-No. 2.1

I. General Charter.2

To the Governor of the Commonwealth of Pennsylvania:
Sir:

of

In compliance with the requirements of an 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 29th day of April, A. D. 1874, and the several supplements thereto, the undersigned, whom are citizens of Pennsylvania, having associated themselves together for the purpose hereinafter specified, and desiring that they may be incorporated, and that letters-patent may issue to them and their successors according to law, do hereby certify:

First. The name of the proposed corporation is

5

Second. Said corporation is formed for the purpose of
Third. The business of said corporation is to be transacted in

years.

Fourth. Said corporation is to exist for the term of
Fifth. The names and residences of the subscribers and the num-

ber of shares subscribed by each, are as follows:

NAME.

RESIDENCE.

NO. OF SHARES.

Sixth. The number of Directors of said corporation is fixed at and the names and residences of the directors who are

chosen directors for the first year, are as follows:

$$

NAME.

RESIDENCE.

Seventh. The amount of the Capital Stock of said Corporation is

divided into
and $

shares of the par value of , being ten per centum of the

capital stock, has been paid in cash to the Treasurer of said Corporation, whose name and residence are :

6

[L. S.]

[L. S.]

[L. S.]

[L. S.]

[L. S.]

All forms marked "Form A" with the number, will upon application be furnished by the Department of the Secretary of the Commonwealth.

Before me, the Recorder of Deeds, in and for the county afore

said, personally came the above named

who in due form of law acknowledged the foregoing instrument to be their act and deed for the purposes therein specified.

Witness my hand and seal of office, the

day of

A. D. 189

A. D. 189

Recorder.

who being duly sworn, according to law, depose and say that the statements contained in the foregoing instrument are true.

Sworn and subscribed before me, the day and year aforesaid.

[Endorsed on Charter.]

EXECUTIVE CHAMBER.

Harrisburg,

To the Secretary of the Commonwealth.

Recorder.

189

Having examined the within application and found it to be in proper form, and within the purposes of the class of Corporations specified in section two of the act, entitled "An Act to provide for the Incorporation and Regulation of certain Corporations," approved April 29, A. D. 1874, and the several supplements thereto,

I hereby approve the same, and direct that Letters-Patent issue according to law.

Governor.

"Of the stock subscribed for by [A. B.] shares are issued as full paid stock in consideration of the conveyance by him to the company herein incorporated of [set forth particularly the property conveyed] and for all his rights, title and interest therein the said [A. B.] being the owner thereof and the same being necessary for the purposes of the organization and business of the corporation hereby created and the stock being issued for the value of the property so conveyed and in payment thereof." It will be observed

1. The property for which the stock is issued must be necessary for the purposes of the company: supra, p. 40.

2. The whole stock cannot be issued for such property, but ten per cent. thereof must be paid in cash, excepting in building and loan associations: supra, p. 19, 40,

1