SECTION 13. Power to Mortgage. Equity Jurisdiction in Mortgages. 14. Liability of Stockholders. Actions to Enforce. Service of Process. 15. Preferred Stock. 16. Property taken for Stock. 17. Fictitious Increase prohibited. 18. Deferred Stock. 19. Increase and Reduction of Capital Stock or Indebtedness. 41. Water, Light, Heat, Fuel and Power. 42. Real Estate. 43. Safe Deposits. 44. Building and Loan Associations. 45. Iron, Steel, Metal and Wood. SECTION 46. Mechanical, Mining, Quarrying, Manufacturing, Trading, and othe: Companies included in § 2, Article XVIII. 47. Inclined Plane Railways. 48. Pipe Line and Petroleum. 49. Traction, Motor and Cable. 50. Driving and Floating Logs, Lumber and Timber. 51. Prevention of Cruelty to Children and Aged Persons. 52. Ship Building and Ship Transportation Companies. 53. List of Charters to be Published. 54. Repeal of Prior Acts. 55. Dissolution of Corporations. 56. Purchasers of Corporate Franchises Constituted Corporation. 1. General Powers. - Corporations may be formed under the provisions of this act by the voluntary association of five or more persons, for the purpose, and in the manner mentioned herein, and when so formed, each of them by virtue of its existence as such, shall have the following powers, unless otherwise specially provided : First. To have succession by its corporate name for the period limited by its charter, and when no period is limited thereby, or by this act, perpetually, subject to the power of the general assembly, under the constitution of this commonwealth. Second. To maintain and defend judicial proceedings.2 Third. To make and use a common seal and alter the same at pleasure. Fourth. To hold, purchase and transfer such real and personal property as the purposes of the corporation require, not exceeding the amount limited by its charter or by law. 4 Fifth. To appoint and remove such subordinate officers and agents as the business of the corporation requires, and to allow them a suitable compensation. 1 Act 29 April 1874, 81; P. L. 73. The Act of 24 June, 1885 [P. L. 149], provides: SECTION 1. Be it enacted, etc., That in every suit or judicial proceeding, in this commonwealth, to which a corporation is a party, the existence of such incorporation shall be taken to be admitted, unless it is put in issue by the pleadings. The presence of the seal is prima facie evidence that the corporation duly authorized the contract: Berks Turnpike v. Myers, 6 S. & R. 16; Parkinson v. The City, 85 Pa. 313; and that it was affixed by competent authority: St. John's Church v. Steinmetz, 18 Pa. 273; Solomon's Lodge, 58 Georgia, 547; Morris v. Keil, 20 Minn. 531; Conine v. Railroad Co., 3 Houston, 288. 4 By Act of 6 June, 1887 [P. L. 3501, it is provided: "Where any conveyances of real estate in this commonwealth have been made by any alien, or any foreign corporation, or corporations of another, or of this state, to any citizen of the United States, or to any corporation chartered under the laws of this commonwealth, and authorized to hold real estate, before any inquisition shall have been taken against the real estate so held to escheat the same, such citizen or corporation, grantee as Sixth. To make by-laws not inconsistent with law, for the management of its property, the regulation of its affairs and the transfer of its stock. Seventh. To enter into any obligation necessary to the transaction of its ordinary affairs. 2. Classes. The purposes for which the said corporations may be formed shall be as follows, and shall be divided into two classes: First Class-Corporations not for Profit. The first class those for I. The support of public worship. aforesaid, shall hold and may convey such title and estate indefeasibly as to any right of escheat in this commonwealth, by reason of such real estate having been held by an alien or corporation not authorized to hold the same by the laws of this commonwealth." See infra, sect. 35, title Real Estate. And the Act of 8 June, 1881 [P. L. 69], provides as follows: 81. WHEN COPY OF MINUTES TO BE EVIDENCE. -" Wherever any corporation may have sold, let or mortgaged, or may hereafter sell, let or mortgage, any of its corporate property, real or personal, or its franchises, a copy of the minutes of any meeting of the stockholders or directors of such corporation, authorizing or directing any such sale, letting or mortgaging, proven by oath or affirmation of the secretary, or other proper custodian of such minutes, to be a full and true copy of the minutes of such meeting, so far as relates to any such sale, letting or mortgaging, shall be prima facie evidence of the matters therein set forth in any case in which the original minutes, if duly proven, would be evidence in any judicial proceeding, relating to such property or franchises; and such copy, so probated before any officer authorized to take probate or acknowledgment of deeds for the purpose of record in this commonwealth, may be recorded in the office for recording deeds, in the proper county, in like manner, and with like effect, as other instruments of writing, relating to real estate in such county may be recorded." 2. EVIDENCE AFTER DISSOLUTION. -" Whenever any such corporation, after having sold, let or mortgaged any estate, real or personal, or franchises, may have been, or may hereafter be, dissolved in pursuance of law, such probate may be made by the secretary who kept or recorded such minutes, or by any other exofficer of such dissolved corporation having the actual custody of said original minutes, and the averment of such facts in the probate shall be prima facie evidence thereof." 23. WHEN INFORMALITY NOT TO INVALIDATE TRANSFERS. -" In case of any duly authorized sale, letting or mortgaging by a corporation, the same shall not be invalidated by any informality in the execution or acknowledgment of any conveyance, mortgage or other instrument by any officer of such corporation for carrying the same into effect: Provided, That no defect in substance shall be deemed to be cured hereby." 1 See infra, p. 24. 2 Act 29 April, 1874, as amended by Act 17 April, 1876, 8 2; P. L. 30. 3 The Constitution of Pennsylvania (Art. XVI, 26), provides, "No corporation shall engage in any business other than that expressly authorized in its charter." 4 Applications of this nature should be made solely under this statute: Re St. Luke's Church, 41 Leg. Int. 74; and the Act of 26 April, 1855, 87, P. L. 330, vesting the disposition of property of religious associations in the lay members thereof equally applies to such associations incorporated hereunder; infra, p. 15, n. 4. The tenets of parties applying for such charters should be explicitly stated: Re J. Elimar II. The support of any benevolent, charitable, educational or missionary undertaking. III. The support of any literary, medical or scientific undertaking, library association or the promotion of music, painting or other fine arts.1 IV. The encouragement of agriculture and horticulture.2 V. The maintenance of public or private parks, and of facilities for skating, boating, trotting and other innocent or athletic sports, including clubs for such purposes, and for the preservation of game and fish. VI. The maintenance of a club for social enjoyments.3 VII. The maintenance of a public or private cemetery. VIII. The erection of halls for public or private purposes. IX. The maintenance of a society for beneficial or protective purposes to its members from funds collected therein.5 Mira Mitta Congregation, 42 Leg. Int. 286; and where an application for a charter exceeded the letter of the statute in desiring incorporation according to the doctrines of a particular sect, this was held to be immaterial, as the prior Act of 11 October, 1840, § 13 [P. L. 5], as to such corporations, was still in force: In re Church of the Holy Communion, 37 Leg. Int. 194. 1 The Act of 25 June, 1885 [P. L. 177], provides that, whenever in and by the last will and testament of any testator, being a resident of this commonwealth at the time of his death, devises or bequests of real or personal estate, or both, shall be made to trustees for the purpose of founding and maintaining any literary, medical or scientific undertaking, library association, or the promotion of music or other fine arts, to be free to the public, and to be supported wholly from the property so devised or bequeathed, or the income thereof, and it is further by such will ordered or recommended that a corporation be formed to which the devised property and estate shall be conveyed by the said trustees, and upon which shall devolve the carrying into effect of the said testator's will touching such literary, medical or scientific undertaking, library association, or the promotion of music or other fine arts, in all such cases, it shall be lawful to insert in any application for such incorporation, and under the general incorporation act of one thousand eight hundred and seventy-four, a provision or provisions that, for the perpetuating a successors in such corporation, whenever any vacancy shall happen in the board of directors by reason of the death, resignation or removal from the proper county of any member thereof, the remaining directors may, by a majority vote of the whole remaining number thereof, elect a director to fill such vacancy. And that, where such will shall further direct that any one or more persons shall by virtue of their office be members of such board of directors, it shall be lawful to embody such direction in the said certificate of incorporation, under the said general incorporation act of one thousand eight hundred and seventy-four, as part of the organic law of such corporation. a line of 2 In addition to this provision the Act of 14 June, 1887 [P. L. 383], provides another and complete method of incorporating associations for "the purpose of educating the public by exhibiting artistic, mechanical, agricultural and horticultural products and providing public instruction in the arts and sciences." 3 Associations for political purposes are not embraced within the Act: Re Union League, Del. Co. Rep. 21; Re Alpha Association, 15 Weekly Notes Cas. 208; Re Central Democratic Association, 46 Leg. Int. 380. 4 By Act 14 May, 1874 [P. L. 165], cemetery companies not organized for corporate profit, may act as trustees of donations for the improvement of the cemetery. 5 Marriage benefit associations are not beneficial associations within the statute: Re Quaker City Ass'n, 10 Weekly Notes Cas. 467; Re Mutual Aid Ass'n, 38 Leg. Int. 423; Re Helping Hand Ass'n, Id. X. The support of fire engine, hook and ladder, hose or other companies for the control of fire. XI. For the encouragement and protection of trade and com merce. XII. For the formation and maintenance of military organizations. XIII. For the prevention of cruelty to children and aged persons.1 2 Each of said corporations may hold real estate to an amount the clear yearly value or income whereof shall not exceed twenty thousand dollars.3 WHEN PURCHASES OF REAL ESTATE AUTHORIZED. In all cases of hospitals, schools, charitable, literary and religious institutions of all kinds, prohibited by their respective charters or by law from holding real estate, or limited as to the amount thereof, the said prohibition or limitation shall not be taken to extend to purchases made by corporations such as aforesaid, at sheriffs', masters' or marshals' sales of real estate, on which the party purchasing may hold a mortgage, judgment or ground rent, when such purchases are made to protect their respective interests; and that deeds made to them respectively as such purchasers, by sheriffs, masters or marshals making the sales, shall convey to the said purchasers respectively a good and indefeasible title to any and all real estate so purchased, as if no prohibition or limitation as to the purchase of real estate existed in their respective charters or in the law: Provided, That all real estate bought by any corporations such as aforesaid under the provisions of this act, in excess of the quantity they are allowed by law or their respective charters to hold, shall be sold by said corporations either on ground rent or otherwise within ten years from the purchase so made as aforesaid.5 1 Act 25 May, 1887, P. L. 265. For special provisions affecting this class of corporations see this title infra, sect. 51. 2 * Act 29 April, 1874, as amended by Act 17 April, 1876, § 2, P. L. 30. The Act of 22 April, 1889; P. L. 42, provides, "Any literary, religious, charitable or beneficial society, congregation or corporation having capacity to take and hold real and personal estate within this commonwealth, may acquire and hold the same to the extent in the aggregate of the clear yearly value of thirty thousand dollars ($30,000), and to no greater extent, without an express legislative sanction. Such value shall be ascertained as provided by the act to which this is a supplement" [viz., Act of 26 April, 1855; P. L. 330.] See also Act 6 June, 1887 [P. L. 350] quoted supra, p. 7, n. 4; the Constitution of Pennsylvania (Art. XVI, & 6) provides, "No corporation shall take or hold any real estate except such as may be necessary and proper for its legitimate business." See infra, section 35, title Real Estate. 4 Act 13 May, 1879; P. L. 60. 5 Extended by Act of 26 May, 1887; P. L. 274. |