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No. 464
An Act
To incorporate the Carter Edge Tool and Agricultural
Implement Manufacturing Company.
SECTION 1. Be it enacted
by the Senate and
House of Representatives of the Commonwealth of Pennsylvania in General
Assembly met, and it is hereby enacted by the authority of the same, That
Pulaski Carter, Henry H. Crane, W. W. Winton, Ira Tripp, and John S.
Ingals [the brother of Pulaski's wife Olive], of Luzerne county, their
associates, successors, and assigns, and all such persons, and parties,
companies, or corporations, as shall be, and they are hereby,
constituted a body politic, and corporate, by the name and style, and
title, of the Carter Edge Tool and Agricultural Implement Manufacturing
Company, to be located at or in the vicinity of Providence, Luzerne
county, Pennsylvania, and by said name, style, and title, shall have
succession, and a common seal, with power to alter the same at
pleasure, and in any court in this commonwealth, or elsewhere, and to
appoint all necessary agents, and assistants, and may have all the
rights, and powers, necessary to carry on manage, and develop their
business, as a manufacturing company, in goods, and goods, and
implements, composed of wood and iron, and steel, and other metals, and
material, and generally to make, and manufacture, vend, sell, and
dispose of, all such tools, materials, and articles, as they may deem
necessary, in the prosecution of their business; and for that purpose,
shall have power to purchase, and hold, in fee simple, under lease, or
otherwise, not exceeding two hundred acres of land, and
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to purchase, and hold, all such personal, and other property, as may be
necessary, or convenient, for the prosecution of their business, and to
sell, and dispose of, the property, real, and personal, of said company.
SECTION 2. That a majority of said corporators, herein named, may
proceed to open books, for subscription to the capital stock of the
company, at Providence; and when five hundred shares are subscribed
for, and fully paid, in money, or property, as herein provided for, the
corporators, name in this act, or a majority of them, shall call a
meeting of the stockholders, for holding the first election of
directors of said company; and when said election is made, this act
shall take full effect; each share of stock shall be entitled to one
vote, and stockholders may vote in person, or by proxy.
SECTION 3. That the capital stock of said Carter Edge Tool and
Agricultural Implement Manufacturing Company, shall be one hundred
thousand dollars, to be divided into share of one hundred dollars each,
with the right, and power, in said company, to increase its capital
stock, from time to time, as it may elect, to any sum, not exceeding
the whole cost, to said company, of its lands, and buildings, works,
improvements, material, stock, and other property, but in no event to
exceed the sum of two hundred thousand dollars; the subscription to the
capital stock may be made payable in money, or in real or personal
property, appropriate to the business, contemplated by this act, at a
fair valuation, to be agreed upon by the majority, in interest, of its
stockholders, at the time of such purchase; and such purchase may
include the real and personal property of Pulaski Carter, now used for
manufacturing scythes, and axes, and other tools, and know as the
Capouse property.
SECTION 4. That the affairs of said company shall be managed and
conducted by a board of directors, and consist of not more than nine,
nor less than five, as may be determined from time to time, by the
stockholders, at any annual meeting; said board of directors shall be
stockholders, and shall be elected annually, after the first election,
as herein provided for, and shall hold their office for one year, and
until their successors are elected; buy any failure, or omission, to
elect such directors annually, shall in no wise, or affect, the rights
and interest of said company, in any way; said board of directors shall
elect a president from one of their number, and shall appoint a
secretary, a treasurer, and such other officers, or agents, as they may
deem necessary, to manage the affairs of the company, and shall fill
all vacancies occurring in their own body, until the next succeeding
election, by stockholders; and a majority of said board shall
constitute a quorum for the transaction of business; they shall have
power to make by-laws, for the regulation of the affairs of said
company, subject to the revision and approval of the stockholders, and
not inconsistent with the laws of this commonwealth.
SECTION 5. That said company may borrow money, and create indebtedness,
in such a way, and manner, as the board |
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of directors may determine, for the prosecution of the business, and
issue the securities of said company, for the same, in such a manner,
and payable in such places, as they may deem proper, and at a rate of
interest not exceeding seven per centum, and dispose of such
securities, in such a manner, and in such places, as the board of
directors may order.
SECTION 6. That the stockholders of said company shall be individually
liable for all debts due mechanics, laborers, and workmen, employed by
said company, to be sued for, and collected as is provided in the
twelfth, thirteenth, and fourteenth, section of an act, incorporating
the Lackawanna Iron and Coal Company, approved the fifth day of April,
Anno Domini one thousand eight hundred and fifty-three; Provided,
That executors, administrators, guardians, and all other trustees, who
may hold stock, in their representative capacity, shall be entitled to
represent the same, without being subject to personal liability
therefor, or on account thereof; and that persons holding stock,
pledged by the owners thereof, as collateral security, shall not be
held personally subject to any liability as stockholders, and shall not
be entitled to represent said stock a the meeting of stockholders, but
the owners thereof shall be entitled to such representation as fully as
though no such pledge had been given: And provided further,
That the legislature hereby reserves the right to alter or amend this
act, at any time; in such a manner, however, as shall do no injustice
to the stockholders; and that the said company pay into the state
treasure, a tax of one-half of one per centum upon their capital stock,
in four annual payments.
HENRY C. JOHNSON,
Speaker of the House of Representatives.
JOHN P. PENNY,
Speaker of the Senate.
Approved--The twentieth day of
April, Anno Domini one thousand eight hundred and sixty-four.
A. G. CURTIN
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