any other articles of merchandise, and distributing the same to consumers at the actual cost and expense of purchasing, holding and distributing the same, may employ its capital and means in the purchase of such articles of merchandise as it deems best for the company, and in the purchase or lease of such real and personal estate, subject always to the control of the stockholders, as may be necessary or convenient for purposes connected with or appertaining to its business, and may adopt such plan of distribution of its purchases among the stockholders and others as it seems most convenient and best adapted to secure the ends proposed by the organization; and any profits that may arise from the business of the company may be divided among the stockholders from time to time, as it deems expediennt, in proportion to the several amounts of their respective purchases.

By a supplement to the Revised Statutes of 1879, passed March 19, 1884, it was provided:

I. A corporation may provide in its articles of incorporation that each stockholder, irrespective of the amount of stock he may own, shall be entitled to one vote, and no more, at any election of directors or upon any subject submitted at a stockholders' meeting, and when such provision is made it shall be governed thereby.

2. Every such corporation shall be subjected to the following provision:

a. No person shall hold or own stock in excess of one thousand dollars face value.

b. The directors shall annually, within thirty days after the thirty-first day of December, make and file with the recorder of the county in which the corporation is doing business, a statement of its financial condition upon the said thirty-first day of December, plainly setting forth its assets and liabilities in detail, the amount of its paid up capital stock, the names of its stockholders, and the number of shares owned by each, and said statement shall be signed and sworn to by a majority of the directors, including the treasurer, before any officer authorized to administer oaths in this State. If the Board of Directors fail to make the annual statements required by this section, or if they make a false statement, they shall be personally liable for all claims and demands against such corporation.

c. By-laws for the government of the corporation, and for the distribution of its net earnings among its workmen, patrons and shareholders, not inconsistent with the consitution and laws of the State, may be made by the stockholders.

PENNSYLVANIA.*

1. Co-operative associations, productive and distributive, may be incorporated under this act, upon compliance with its requirements, by any five or more farmers, mechanics, laborers or other persons, who shall have associated themselves together by written articles of association, such as are hereinafter described, for the purpose of carrying on any agricultural, horticultural, mining, quarrying, building, mechanical, manufacturing or commercial, or for the purpose of manufacturing, cultivating, raising, trading or dealing in all kinds of goods, wares, merchandise, chattels, grain, vegetables, roots, fruits and other produce, or animals for sale, food or other purposes, or for the purpose of buying, selling, holding, leasing or improving lands, tenements or buildings; and that such persons, so associating, may adopt any corporate name, indicating their co-operative character and which has not been previously adopted by any other corporation, formed under this act; provided, that the two last words of such name shall be "co-operative association," and that it shall not be lawful to use, in such name, either the words "Society" or "Company," and that any violation of this proviso by any corporation, formed under this act, shall render each member thereof personally liable for all debts.

2. Before any association framed under this act shall commence its business, its articles of association shall be filed and recorded in the office of the Secretary of State of this State, and two copies of said articles shall be made, which the said Secretary of State shall certify by his official signature and the seal of this State as being correct copies of said articles so filed and recorded, one of said certified copies shall be filed and recorded in the office of the recorder of deeds of the county in which the principal office of the

Laws 1887, chapter 252.

association shall be located, and the said recorder of deeds shall certify by his official signature and the seal of his office that the said certified copy of said articles has been filed and recorded in his office, and the other certified copy of said articles shall be held by the association named therein; and the said articles or copies thereof duly certified by either of the aforesaid officers may be used as evidence in all courts and places of the incorporation of as well for or against such association; and the said Secretary of State and the said recorder of deeds shall each be paid for said filing, recording and certifying, at the rate of ten cents for each one hundred words contained in said articles; and after such articles of association shall have been made, filed and recorded, as herein required, the person signing the same, and such other persons, partnership or corporations, who shall, from time to time, own and possess any share or shares in the stock capital of such association, and their several successors and assigns shall be deemed and taken to be a body corporate and politic, by the name and for the purposes mentioned in such articles of association.

3. The articles of association shall be signed by the persons originally associating themselves together, and shall be acknowledged by at least five of them, before a notary public, and shall state distinctly:

First. The name by which such association shall be known. Second. The place in this State where its principal officer is to be located.

Third. The purpose or object for which it is formed.

Fourth. Whether its stock capital is fixed, and, if so, what amount, or whether such capital is to be of an amount varying from time to time, as the business may require.

Fifth. The amount of each share of permament stock and ordinary stock of such capital, and how such shares may be paid for. Sixth. The amount of capital that will be actually paid in before commencing business.

Seventh. The terms on which persons may become members. Eighth. On what days in January, April, July, and October, regularly or quarterly meetings of the members are to be held.

Ninth. Such other matters, not repugnant to this act, as may be deemed proper and necessary.

Tenth. The term of its existence, not to exceed thirty years, and Eleventh. The names of the first associates, their respective residences and the number and class of shares held by each of them.

4. The stock capital of any such association shall consist of the amounts standing to the credit of members on account of the shares allotted to them, certificates for which shall be issued, from time to time, as such shares may have become fully paid up; and there may be two classes of shares, one of which classes shall be styled and known as "permanent stock," which shall not be withdrawable but may be transferred, subject to the by-laws of such association, and each member thereof shall take and hold at least one share of said permanent stock; and the other class of shares may be styled and known as "ordinary stock," which may be repaid, transferred or withdrawn, in accordance with the by-laws of such association; and the shares of either class may be of amounts not less than five nor more than twenty-five dollars each, and may be paid for in one sum, or by periodical installments, or by occasional subscriptions, or by the interest thereon, or by profit dividends.

5. It shall be the duty of any such association to exhibit in some conspicuous place, in its principal office, not later than three o'clock, post meridian, on the first business day of every month, and to continue the same in such place until the next exhibit shall be thus made, a statement showing correctly and distinctly the amount of such invested stock capital, and what proportion such stock capital bears to such loans or deposits, such statements to be made up to the close of the next preceding month, and to be signed by the president and treasurer, or by any two of the directors, and to be attested by the secretary and auditors of such association, and if any of such officers as aforesaid shall wilfully make or knowingly consent to any false statement in such exhibit, he shall, by so doing, be deemed to have committed a misdemeanor, and shall, upon conviction thereof, be punished as provided in section thir. teen of this act: Provided, Any member or other person having an interest in the funds of such association, or any person legally authorized to assess property for taxes, may inspect the books and accounts during the official business hours, but no such member, person or assessor, unless he be an officer of such association, or be epecially authorized by a resolution thereof, shall have the right

to inspect the share or other account of any other member or person, without his written consent.

6. The amount of stock capital of such association to be taken, held or claimed at any one time by any person or persons, jointly or by partnerships, or by corporations, shall not exceed one thousand dollars, except consent therefor be voted by the members, at any regular quarterly meeting thereof, nor shall any member, upon any subject at any meeting, be entitled to more than one vote, which shall be given in person and not by proxy, and any stock capital held by persons jointly or by partnerships, or by corporations, shall be voted upon as if held by one person only respectively, and subject to the laws of such association.

7. It shall be lawful, if the by laws so provide, for any minor to take and hold shares in or to make loans or deposits of money to or with any such association, and for such association to pay to any minor any moneys that may be due to him in respect of any such shares, loans or deposits standing in his name, and his receipt therefor shall be in all respects valid in law, but such minor shall not be eligible to hold any office in such association, though he may, subject to its by laws, vote at any meeting of its members.

8. Any such association may buy from, sell to and trade or deal with any of its members, or other persons, partnership or corporation, but all transactions shall be for cash, and no credit shall either be given or taken, except that such association may control for and pay the wages and salaries of its employees once in each week in cash, and except that such association may sell real estate, improved or otherwise, on such terms that at least one-fourth of the agreed price shall be paid in cash, at the time of sale, and that not more than three-fourths of the agreed price, together with interest on the amount of principal, interest and charges owing from ti ne to time, at a rate not exceeding six per centum per annum, may be secured by bond and mortgage, or by promissory notes and mortgages, and be made payable by fixed and equal installments: provided however, That such association may take or grant leases of real estate for such terms as may be agreed upon, but no such lease for any time exceeding one year, or creating a credit or liability for any sum exceeding three hundred dollars, shall be lawful or valid until the same shall be approved by a vote of the members at