網頁圖片
PDF
ePub 版

In the natural operation of the growth of a community the opening of a new road may become necessary. The making of such road must be recommended by a road jury of three men appointed by the court. If the court approves the opening of the road, the jury fixes the damages to private property. These are paid by the county, but the township pays the cost of making the road.

QUESTIONS

What may be called the fundamental sovereign power of a government? For what purposes are taxes levied? How are taxes levied by the State? For what special purposes are taxes levied in a township in Pennsylvania?

Why must taxes be imposed? What are some of the reasons why the liquor traffic must be regulated?

Show that taxation played an important part in the American Revolution. Where does the power to tax reside?

Distinguish between direct and indirect taxes. State the various authorities in whom the taxing power is vested. How are taxes levied by the United States? What means has the owner of real property for securing change in the assessment of his property?

How are taxes assessed? How collected? What property is exempt from tax?

What is an occupation tax?
How are the public schools in this Commonwealth maintained?
What is the nature of a sinking fund?
Discuss the office and powers of the State highway commissioner.
When has direct taxation been imposed in the United States?

A certain town wishes to construct a sewer system, but has no money for that purpose. In what two ways may it legally proceed to obtain the required funds? Which would be the better plan?

How does the tax collector know how much tax is due from each person? Who vote the taxes in a borough?

CHAPTER XVIII

CORPORATIONS

Origin.—The term corporation, as used in this country, is applied to an association of persons authorized by law to transact business under a common name and as a single person. The origin of these artificial bodies is generally ascribed to Roman law, but it is probable that the true original of corporations is to be found in the Middle Ages when cities, towns, and societies of tradesmen obtained charters from kings and feudal lords in return for money furnished their rulers. In these charters certain privileges and immunities were granted, sometimes for the protection of personal liberty, and sometimes of the nature of trade monopoly.

Classes.—Corporations are of two great classes: public and private. Public corporations are those which are formed as the instruments or conveniences of government, such as cities, boroughs, etc. Public corporations are often known as municipal corporations. Private corporations are those formed for the benefit and profit of the corporators, and of only incidental interest to the public. Two great classes are recognized under the laws of our Commonwealth: (a) corporations not for profit, and (b) corporations for profit.

How Corporations are created. The consent of the government is always essential in some form to the creation of a corporation. Formerly, many were created by special

charter from the Legislature; but by the present State constitution (52) the General Assembly is forbidden to pass any local or special law creating corporations or amending, renewing, or extending their charters. The Corporation Act of 1874 is the general law to which all corporations since then created owe their existence. The powers and privileges conferred have the same force and effect as if conferred and enjoined by special act of the Legislature. The courts of common pleas have the power to create: (a) corporations for the support of any literary, medical, or scientific undertaking, library association, or the promotion of music, painting, or other fine arts; and (b) the support of any benevolent, charitable, educational, or missionary undertaking. Corporations are also formed by the voluntary association of three or more persons under the general law, the filing of a certificate of organization with the secretary of the Commonwealth, and finally by the approval of the Governor. The charter of an intended corporation for profit must be subscribed by two or more persons, one of whom, at least, must be a citizen of the Commonwealth of Pennsylvania. Corporations of the first class cannot obtain corporate existence in the court of common pleas, and then obtain transfer to the second class with all the rights, privileges, and obligations of corporations for profit.

In the transaction of their business, corporations are subject to the same laws as persons. Their officers and agents are regarded, in law, as occupying the relation of servants to the corporations as masters liable for all damage or injury done to third persons by these agents in their business. It is in the nature of corporations to have a perpetual existence or succession, since the rights, duties, and privileges descend to the successive members of the corporation. Thus a body

corporate lives after the persons who first composed it are all dead. A borough or city incorporated two hundred years ago, is the same borough or city, although none of its first inhabitants are living. So a railroad or banking corporation may exist long after the death of all the original corporators. This capacity of perpetual succession is the characteristic feature of a corporation as compared with other societies. Corporate business is done under a corporate seal; and a common definition in law books describes a corporation as a society with perpetual succession and a common seal.

The General Assembly possesses the general right of supervision of the business matters of corporations. Under recent amendments to the general laws for the chartering of corporations, no charter can be granted to a corporation for the conduct of more than one kind of general business, and that must be clearly set forth in the charter.

The Term as Used in the State Constitution.—The term corporation, as used in the State constitution, includes all joint-stock companies or associations having any of the powers or privileges of corporations not possessed by individuals or partnerships (194).

Powers of the Legislature.—The General Assembly cannot pass any general or special law for the benefit of any corporation unless that corporation shall thereafter hold its charter subject to the provisions of the State constitution (183). At the time of the adoption of the present constitution, all charters not represented by bona fide organizations and business became void (182). The Legislature can revoke or annul any charter, revocable in 1874 or since created whenever, in their opinion, such charter may be injurious to the citizens of the Commonwealth (191). The powers of corporations must not be increased, except under certain

Am. Cit. -12

conditions (183); and no law can be enacted which shall create, renew, or extend the charter of more than one corporation (191).

The State's Right of Eminent Domain.—The State exercises the right of eminent domain over the property and franchises of incorporated companies, the same as over the property of individuals (184). The police power of the State over all corporations is supreme.

Compensation to Individuals.-Municipal and other corporations which have the privilege of taking private property for public use must make just compensation for property taken, injured, or destroyed. All cases of appeal are determined by jury, according to the course of the common law (189).

Cumulative Voting.-Each member or shareholder in a corporation may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer (185).

Foreign Corporations. No corporation (186) not incorporated under the laws of this State shall do any business in the State without having one or more known places of business and authorized agents in the same upon whom process may be served. It is not lawful for any foreign corporation to receive deposits or transact any banking business whatsoever, in this Commonwealth, until it has filed at the office of the commissioner of banking a certified copy of the statement, locating an office and naming an agent, as required by law to be filed in the office of the secretary of the Commonwealth.

Scope of Business.—No corporation can legally engage in any business other than that authorized in its charter, nor can it legally take or hold any real estate except such as is necessary and proper for its legitimate business (187).

State Banking Laws.-Every banking law (190) must pro

« 上一頁繼續 »