82 Pa. 180 | Pa. | 1876
delivered the opinion of the court, October 9th 1876.
The Hoemerstown Building and Savings Association was incor.porated by the Court of Common Pleas of Dauphin county in the the year 1869.- The petition for the charter was signed by three citizens only, and the decree'of the court sets forth that the persons who have signed the application, and their successors, shall, according to the articles and conditions set forth in the application, become a corporation or body politic, &c. The company subsequently commenced business under its charter, and sued out a writ of scire facias
That this association was not incorporated under the Act of 1859 is manifest. Said act (Pamph. L. 544) provides, that when any ten or more persons may desire to form a mutual savings fund, loan or building association, under the provisipns of said act, they shall make application to the Court of Common Pleas, &c. No authority is given to said court to incorporate any number of persons less than ten for such purpose. As before observed, the application for this charter was signed by but three persons, and the decree of the eourt, by its express terms, confers the corporate privileges upon the petitioners and their successors. We will not assume that so experienced a court as the Common Pleas of Dauphin' county intended to confer upon three persons the rights and powers embraced in the Act of 1859. An examination of the charter itself shows that ■ many of its important provisions are inconsistent with the Act of 1859, if not in direct conflict with it.- No limitation upon its own existence is contained in this charter, nor is any such limitation to be found in the decree of the court. The first section of the Act of 1859 declares, “ that no charter granted under or' by virtue of the provisions of this act be for a longer period than twenty years.” Shareholders in this association can withdraw only upon “ good and sufficient cause shown, of which the bpard of directors shall be the judges,” while stockholders in associations under the Act of 1859 have the absolute right to do so by giving thirty days’ notice of his or her intention to withdraw. (Sec. 2.) Again, associations under the Act of 1859 have no power to purchase and hold real estate, unless they have a previous lien upon or interest in it, where they may purchase the same, if necessary, to protect the interests of the association. (Sec. 9.) The directors of this association are “ empowered to purchase ground and erect or build dwellings, or may purchase such property as they may think prudent for the association, which may be offered to the shareholders for their share.” Other and-, striking points of'dissimilarity might be noticed between the
Prior to the Act of 1859 our legislation in regard to building associations was mere patchwork. The Act of 13th of October 1840 (Pamph. L. 5) makes no mention of building societies. It refers to associations for literary, charitable and religious purposes, beneficial societies, fire engine or hose companies. The Act of 22d April 1850 (Pamph. L. 550) extended the Act of 1840 to “ mutual savings funds, land and building associations.” The Act of 1850 was local, being confined to the counties of Philadelphia, Schuylkill and Berks. The Act of May 7th 1855 (Pamph. L. 481) extended it to Lehigh, Northampton and Dauphin. By various other acts not necessary to enumerate, it was extended to some other portions of the state. But it never became a general law. Then came the Act of 12th April 1859 (Pamph. L. 544), referring in its preamble to the Act of 1850 and its supplements ; reciting the fact that said act and its supplements had been extended over several of the counties of the state; that the authority thus conferred had “ been freely exercised, and by such encouragement, and by allowing members of said associations to adopt such constitutions or articles of association as to them might seem most beneficial, and by allowing parents to sign the constitutions for and on behalf of their minor children, a large and constantly increasing interest has been created, such associations affording to the indigent an opportunity to safely and profitably invest their earnings, thus inducing the people to form habits of economy and self-denial by ' setting apart periodically a portion of their earnings, enabling them to purchase or build their own homes, increasing the number of small real estate owners, and thereby enriching and strengthening the Commonwealth,” &c. The act then proceeds to provide “ that at any time when ten or more persons may desire to form a mutual savings fund, loan or building association * * * they shall make application to the Court of Common Pleas of the proper county,” &c. The 8th sect, makes valid all. charters previously granted under the Act of 1850 and its supplements, and provides
Judgment reversed, and a venire facias de novo awarded.