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
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
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