in the transaction of the business of the partnership association: Provided, That 2 June 1874 § 3. the omission of the word "limited" in the use of the name of the partnership P. L. 271. association, shall render each and every person participant in such omission, or omission of word knowingly acquiescing therein, liable for any indebtedness, damage or liability der members indiarising therefrom.(v)

"limited,

"" to ren

vidually liable. 25 June 1885. P. L. 182.

4. Interests in such partnership associations shall be personal estate, and may be transferred, given, bequeathed, distributed, sold or assigned, under such rules and regulations as such partnership associations shall, from time to time, prescribe(w) Interests declared by a vote of a majority of the members in number and value of their interests; personal property. and in the absence of such rules and regulations, the transferee of any interest Transfer. in any such association shall not be entitled to any participation in the subsequent business of such association, unless elected to membership therein, by a vote of a majority of the members in number and value of their interests.

Ibid.

value of interests.

5. And any change of ownership, whether by sale, death, bankruptcy or otherwise, which occurs in the absence of any rules and regulations of such associations Interest of transregulating such transfer, and which is not followed by election to membership feree. in such associations, shall entitle the owner or transferee only to the value of the Determination of interest so acquired at the date of acquiring such interest, at a price and upon terms to be mutually agreed upon, and in default of such agreement, at a price and upon terms to be fixed by an appraiser to be appointed by the court of common pleas of the proper county, on the petition of either party, which appraisement shall be subject to the approval of said court.(x)

P. L. 188.

managers.

6. There shall be at least one meeting of the members of the association in each 10 May 1889 § 1. year; at one of the meetings there shall be elected not less than three nor more than five managers of the association, one of whom shall be the chairman, one the Annual meetings. treasurer and one the secretary, or the offices of both treasurer and secretary may be filled by one person, who shall hold their respective offices one year and until Election of their successors are duly installed. The board of managers are authorized to fix the salary and compensation of such officers and the salary and compensation of other employés, but the president, secretary and treasurer shall not receive, as Salaries of officers. salary or compensation, after such association has been in existence for five years, a sum in the aggregate greater than the amount of net earnings actually earned during the year preceding, unless by the consent of two-thirds of all the members of the association; and the salary of the president, secretary and treasurer shall be fixed for the ensuing year by a two-thirds vote of the value of interest present at the annual meeting of the association, and after the annual report has been made. No debt shall be contracted or liability incurred for such association except by one Contracts to be in or more of the managers, and no liability greater than five hundred dollars, except writing and signed against the person incurring it, shall bind the association, unless reduced to writing by two managers. and signed by at least two managers.(y)

7. The association may, from time to time, divide the profits of its business, in 2 June 1874 § 6. such manner and in such an amount as a majority of its managers may determine, P. L. 271. which profits so divided shall not at the time diminish or impair the capital of the Dividends to be said association; and any one consenting to a dividend which shall diminish or declared. impair the capital, shall be liable to any person or persons interested or injured thereby, to the amount of such diminution or impairment.

8. It shall not be lawful for such association to loan its credit, its name or its Ibid. § 7. capital, to any member of said association, and for such loan to any other person Loans of credit, or association, the consent in writing of a majority in number and value of interest &c., forbidden. shall be requisite.(z)

I. Whenever the period fixed for the duration of the association expires. II. Whenever, by a vote of a majority in number and value of interest, it shall be so determined; and notice of such winding-up shall be given by publication in two newspapers published in the proper city or county, at least six consecutive times, and immediately upon the commencement of said advertising, said association shall cease to carry on its business, except so far as may be required for the beneficial winding up thereof.

10. When any such partnership association shall be dissolved by the voluntary action thereof, (a) its property shall be applied and distributed as follows:

(v) See Eliot v. Himrod, 15 W. N. C. 77. (w) The purchaser of a share is bound by the bylaws and usages of the company. Lyon v. MeNaugher, 88 P. S. 103. An assignment of stock will pass the title of the assignor as against an attaching creditor; and this, though the assignment be not in the form prescribed by the rules of the company. Pipe Line Co. v. Kitchenman, 108 P. S. 630.

(z) This is an amendment of the act 2 June 1874, § 4, P. L. 271. On the death of a shareholder, his executors are entitled to a proportion of the “goodwill" of the association. Disston & Sons' File Co., 8 W. N. C. 58.

(y) This is an amendment of the act 2 June 1874, § 5, P. L. 271. This act was not intended to relieve

Ibid. § 8. Dissolution.

Ibid. § 9. Distribution of assets.

the association of liability for indebtedness contracted for its own benefit, in the regular course of its business, and approved by formal resolutions upon the minutes; and this, though the indebtedness exceed five hundred dollars and is not reduced to writing, and signed by two managers. Pittston Engine and Machine Co. v. Fuller, 11 C. C. 182.

(z) The president cannot bind the company, by giving a judgment note in favor of himself and others. Denlinger v. Monitor Oil Co., 28 Pitts. L. J. 212.

(a) After passing a resolution to wind up, the company has no power to confess a judgment. Crowther v. Upland Industrial Co-operative Association, 1 Del. Co. R. 264.

2 June 1874 § 9. P. L. 271.

Liquidating trustees.

Ibid. § 10.

I. To the payment of all debts for wages of labor.

II. To the satisfaction of its other liabilities and indebtedness.

III. After payment thereof, the same shall be distributed to and among the members thereof in proportion to their respective interests, in the following

manner:

IV. Three liquidating trustees, not more than two of whom shall have been a manager of the association so dissolved and in liquidation, shall be elected by the members of the association, who shall have full power to settle the affairs of the association, and distribute the assets thereof, after the payment of its debts, among the members, under the direction of the court of common pleas of the proper county.(b)

11. No amendment, modification or repeal of this act shall affect anything duly done, right acquired, liability incurred, or penalty, forfeiture or other punishment not to be retroac' incurred, or to be incurred, in respect of any offence against the provisions of this act, before such amendment, modification or repeal comes into operation.

Amendments, &c.,

tive.

18 Feb. 1875 § 1. P. L. 3.

12. Whenever any association, formed under the act to which this is a supplement, shall have occasion to execute any deed of conveyance, or bonds with or without coupons, and mortgages, to secure purchase or borrowed moneys, such association shall have a right to adopt and use a common seal, and to acknowledge and acknowledged. such instruments or writings, by their chairman and secretary.

How deeds, &c.,

may be executed

Ibid.

To apply to existing cases.

1 May 1876 § 1. P. L. 89.

13. The provisions of the foregoing section shall be regarded as applicable to and authorizing the execution of deeds, bonds and mortgages heretofore made and delivered by any association formed under the act to which this is a supplement. 14. It shall and may be lawful for any person desiring to form a partnership association, under the act to which this is a supplement, to make contribution to Capital may be the capital thereof in real or personal estate, mines or other property, at a valuasubscribed in real tion to be approved by all the members subscribing to the capital of such associaor personal estate. tion: Provided, That in the statement required to be recorded by the first section of the said act, subscriptions to the capital, whether in cash or in property, shall be certified in this respect according to the fact; and when property has been contributed as part of the capital, a schedule containing the names of the parties so contributing, with a description and valuation of the property so contributed, shall be inserted.(c)

Ibid. § 2.

Former contributions in property to be valid.

Ibid. § 3.

How real estate to
be held.
Suits regulated.

10 June 1881 § 1. P. L. 115.

15. All contributions to the capital of such associations, heretofore organized under the act to which this is a supplement, in real or personal estates, mines or other property, at a valuation agreed upon by all the members subscribing to such capital, shall be as complete and effectual as if the same had been made in cash: Provided, A certificate of the same shall be recorded, as required in the first section of this act.

16. All real estate owned or purchased by any association heretofore created, or which may be hereafter created, under and by virtue of the act to which this is a supplement, shall be held and owned, and conveyance thereof shall be made, in the association name. Said association shall sue and be sued in their association name; and when suit is brought against any such association, service thereof shall be made upon the chairman, secretary or treasurer thereof; which service shall be as complete and effective as if made upon each and every member of such association.

17. Any partnership association, organized under the said act and the several supplements thereto, may, in addition to the methods already authorized, be served Service of process with legal process in any county of this commonwealth where said association shall on joint-stock com- maintain and keep an office for the transaction of business, by serving such process panies. upon any agent, chief or any other clerk or upon any director or manager of such association, and such service shall be good and valid in law to all intents and purposes as service upon such association.

JOINT-TENANCY.

1. Survivorship in joint-tenancy abolished.

1. If partition be not made between joint-tenants, (d) whether they be such as 81 March 1812 § 1. might have been compelled to make partition or not, or whatever kind the estate 5 Sm. 395. or thing holden or possessed be, the parts of those who die first shall not accrue to Survivorship in the survivors, (e) but shall descend or pass by devise, and shall be subject to debts, joint tenancy charges, curtesy or dower, or transmissible to executors or administrators, and be abolished. considered to every other intent and purpose, in the same manner as if such deceased joint-tenants had been tenants in common:(g) Provided always, That nothing in this act shall be taken to affect any trust estate.(h)

JUDGES.

See COMMON PLEAS; ELECTIONS; STENOGraphers.

1. Judges of the supreme court to be elected. And president and associate judges of the county

courts.

2. Qualifications of judges.

3. When judges to be elected.

4. Elections, how conducted.

5. To be voted for on separate tickets.

6. Returns, how disposed of.

15. Petition, and proceedings thereon. Court, how composed. Judgment.

16. Jurisdiction, where there is more than one common pleas in the district.

17. Contested elections of associate judges.

18. Proceedings on contested election of associate judges.

19. Judges not to practise as attorneys, nor to hold

7. Where two or more counties compose a dis- offices of alderman or attorney.

trict.

8. Duties of return-judges.

9. Returns of election of judges of supreme court, when opened. Governor to declare persons elected by proclamation.

10. And to grant commissions to them.

11. When terms to commence.

12. How vacancies to be filled.

13. How contested elections of supreme court

judges to be determined.

14. Contested elections of law judges.

20. Associate judges not to hold office of justices of the peace.

21. Judges not to be disqualified to try actions on municipal ordinances, by reason of being members of the corporation.

22. Assignment of judges, on the division of a district.

23. Boards of appointment.

24. When appointing power to be vested in the common pleas. 25. Clerks to judges.

1. The qualified electors of each of the several counties of this commonwealth 15 April 1851 § 1. shall, at the next general election, at the times and places of electing representa- P. L. 684. tives, and whenever it shall thereafter become necessary for an election under this Judges of the suact and under the constitution of this commonwealth, vote for five persons at the preme court to be first election, and at every election thereafter, as many as shall be necessary under elected. the provisions hereof, to serve as judges of the supreme court of this commonwealth;(i) one person to serve as president judge of the judicial district in which And president and such county shall lie, and two persons to serve as associate judges of the several associate judges. courts of each county.(k)

Ibid. § 3.

2. The judges of the supreme court and the president judges of all other courts of record, * * shall be learned in the law; and all the aforesaid judges Qualifications of shall be qualified electors of this commonwealth, and shall be otherwise qualified judges. as required by the second section of the fifth article of the constitution of this commonwealth.

(d) This act does not apply to an estate given jointly to husband and wife. Robb v. Beaver, 8 W. & S. 107. Frankenfield v. Gruver, 7 P. S. 448. Auman v. Auman, 21 Ibid. 347-8. Bates v. Seely, 46 Ibid. 248. Diver v. Diver, 56 Ibid. 106. French v. Mehan, Ibid. 286. McCurdy v. Canning, 64 Ibid. 39; 8. c. 25 Leg. Int. 277. And the married woman's act of 1848 does not convert such estate into a tenancy in common. Bates v. Seely, 46 P. S. 250. Diver v. Diver, 56 Ibid. 106. So that a purchaser at sheriff's sale of the husband's interest, during the life of the wife, cannot recover possession, even for the life of the husband. McCurdy v. Canning, 64 P. S. 39; s. c. 25 L. I. 277. It seems, that the act does not apply to an estate devised to two persons during their joint lives. Lentz v. Lentz, 2 Phila. 117. Since its passage, a devise to two or more persons nominatim, creates a tenancy in common, and not a joint-tenancy. Kennedy's Appeal, 60 P. S. 511. Me Vey v. Latta, 4 W. N. C. 524. Beeson v. Miller, 15 Pitts. L. J. 187. A convey

ance to A., and B. and C., his wife and their heirs, as tenants in common, gives one moiety to A., and the other moiety to B. and wife. Johnson v. Hart, 6 W. & S. 319. Carey's Estate, 1 Chest. Co. R. 99.

(e) A joint-tenancy, with the right of survivorship, may be created by an express devise, notwithstanding the act. Arnold v. Jack's Executors, 24 P. S. 57. (g) This act is constitutional. Bambaugh v. Bambaugh, 11 S. & R. 191.

(h) Where real estate is conveyed to several trustees, they take as joint-tenants, and on the death of one of them, the estate survives to the others, at common law. Philadelphia and Reading Railroad Co. v. Lehigh Coal and Navigation Co., 36 P. S. 204.

(i) See Const. of 1874, art. v. §§ 2, 16.

(k) No action will lie against a judge, for what he does in that character. Ross's Executors v. Rittenhouse, 1 Y. 443; s. c. 2 Dall. 160. Lange v. Benedict, 73 N. Y. 12.

9 April 1874 § 9. P. L. 57.

3. In such districts as there may be no president judge learned in the law, or additional law judge, or judge learned in the law, at the passage of this act, the When judges to be qualified electors of each county composing such district, shall at the next general

elected.

Ibid. § 4. Elections, how conducted.

15 April 1851 § 4. P. L. 649.

To be voted for on separate tickets.

9 April 1874 § 5. P. L. 56.

posed of.

election, and whenever the same thereafter shall be necessary, at the times and places for holding such election within their respective election districts, elect one person for president judge of the courts in such district, and as many persons for additional law judges thereof as shall be required by the constitution and the laws.

4. The election for judges shall be held and conducted in the several election districts in the same manner, in all respects, as elections for representatives are or shall be held and conducted, and by the same judges, inspectors and other officers, under the provisions of existing laws regulating elections in this commonwealth. 5. Provided, That the aforesaid electors shall vote for judges of the supreme court on a separate piece of paper, and for all other judges required to be learned in the law on another separate piece of paper.(1)

6. Duplicate returns of all the votes given in each county for judges of the supreme court, and all judges which the qualified electors of such county are Returns, how dis- entitled to elect of themselves, unconnected with any other county or district, shall be made out by the prothonotary of the court of common pleas of such county, under direction of said court, at their meeting to receive and compute the returns of the preceding election, agreeably to the provisions of the 13th section of the act, entitled "A further supplement to the act regulating elections in this commonwealth," approved January 30th, 1874;(m) one of which returns shall be filed and entered of record in the office of the prothonotary of such court, and the other return such prothonotary shall enclose in a sealed envelope and direct, and immediately mail, to the secretary of the commonwealth.

Ibid. § 6. Returns, where two or more

a district.

7. In case of the election of a president or of an additional law judge in any judicial district, composed of two of more counties, on the day of the sitting of the court, or other person authorized by law to receive and compute returns in counties compose each of such counties, the prothonotary of the court opens, and in their presence shall make out a return of all the votes which shall be given at such election within the county, for every person voted for as such president or additional law judge, which shall be properly attested by the seal of said court; and the said court, or persons receiving and computing said returns, shall thereupon appoint one of the judges of election in said county to take charge of such returns, and produce the same at a meeting of the judges so appointed in each of the counties composing said district: which meeting shall be held on the seventh day after the election, at the court-house of one of the counties to be ascertained, taking said counties alternately in alphabetical order.

Ibid. § 7. Duties of returnjudges.

of judges of su

8. The return-judges from the several counties as aforesaid, having so met, shall cast up the several county returns, and shall make three copies of a general return of all the votes cast in the district for such office, each of which they shall certify; one of which they shall lodge in the office of the prothonotary of the county in which they so meet, another of which they shall enclose, seal and direct to the secretary of the commonwealth, and the third, they shall deliver to the person, appearing from such general return, to have received the largest number of votes cast.

15 April 1851 § 9. 9. [On the first Tuesday in November next following any election authorized P. L. 650. by this act,] the secretary of the commonwealth shall in the hall of the house of Returns of election representatives, in the presence of the governor and such other citizens of this commonwealth as may choose to attend, cause the returns made to him under the preme court, when provisions hereof to be opened, and the votes cast for judges of the supreme court opened. to be accurately computed; and the governor shall forthwith issue his proclamation declaring so many of the persons voted for for judges of the supreme court, as shall be required to be elected by this act, and who have received the greatest number of votes, to be duly elected.

Governor to declare persons

elected by proclamation.

Ibid. § 11.

And to grant com

10. As soon as practicable [after the first Tuesday in November next following any election of judges,] the governor shall grant the persons elected, respectively, missions to them. commissions as now required by law, to hold their respective offices from and after the first Monday in December next following such election, (n) for and during their respective terms of office as prescribed and limited by the second section of the fifth article of the constitution of this commonwealth.

30 April 1874 § 1. P. L. 118. When terms to commence.

27 April 1852 § 1. P. L. 465.

11. The term of office of judges of the supreme court and other judges learned in the law, hereafter elected, shall commence on the first Monday of January next succeeding their election, and they shall be commissioned accordingly.

12. In the event of any vacancy occurring in any judgeship in this commonwealth by death, resignation, removal from office,(o) the failure to elect or otherHow vacancies to wise, the governor shall appoint some suitable person to fill such vacancy until the first Monday in December following the next general election ;(p) and the qualified

be filled.

(7) See tit. "Elections."

(m) See tit. "Elections."

(n) See infra 11.

(0) See tit. "Errors and Appeals," 7, note h, for

mode of proceeding, where a judge dies, resigns, or his term of office expires, before sealing a bill of exceptions.

(p) Where a vacancy occurs within three months

P. L. 465.

electors shall, at the first general election which shall happen more than three 27 April 1852 § 1. calendar months after the vacancy shall occur, (q) elect in the manner provided by the act of the 15th of April 1851, entitled "An act to provide for the election of judges of the several courts of this commonwealth, and to regulate certain judicial districts," a suitable person to fill such office, for the full term authorized by the constitution of this commonwealth; and so much of any law as is hereby altered or supplied, be and the same is hereby repealed. (r)

P. L. 650.

13. The election of any person as judge of the supreme court, [or other judge 15 April 1852 § 13. required to be learned in the law,] may be contested on the petition of the qualified voters of this commonwealth, or of the proper district, by the same tribunal and in How contested the same manner and under the same regulations and restrictions prescribed by the elections of suact herein before cited for contesting the election of any person as governor of this preme court judges commonwealth.

14. Contested elections of president or additional law judges of any of the judicial districts of this commonwealth, shall be tried and determined before the court of common pleas of the county where the person returned as elected shall reside, in manner following:

to be determined.

19 May 1874 § 5.

P. L. 209.

Contested elections of law judges. Ibid. § 6.

Petition and pro

15. Upon the petition in writing of at least fifty qualified electors of the district for which the person whose election is contested was returned as elected, accompanied by the affidavit of not less than ten of such petitioners, being pre- ceedings thereon. sented in due form to the attorney-general of the commonwealth, complaining of an undue election or false return of any president or additional law judge of any judicial district of the commonwealth, the attorney-general shall immediately notify the governor thereof, who shall, without delay, direct the three president judges residing nearest to the court-house of the county composing the district, Court, how comor if more than one county composes the judicial district, then those nearest the posed. court-house of the most populous county of the district, to convene, without delay, the court of common pleas of such county, and proceed to hear and determine the complaint of the said petition; and after such hearing the said judges shall, with no unnecessary delay, decide which of the candidates voted for received Judgment. the greatest number of legal votes, and is entitled to the office; which decision shall be entered of record to the case in said court, and a certified copy thereof shall, within five days from the rendering of such decision, be transmitted to the secretary of the commonwealth; whereupon the person, who, by the said decision, shall appear to have received the largest number of votes, shall be entitled to the office, and commissioned accordingly: Provided, No order shall be taken on such petition, unless it shall be presented to the attorney-general within thirty days after the election complained of.

Ibid. § 7.

16. In any contested election of any president or additional law judge in any judical district, where there is more than one court of common pleas, the court Jurisdiction where of the next highest number to the court for which the person whose election is there is more than contested is returned as elected, if there be one higher, and if not, the one next one common pleas lower, shall perform all the duties required of the three president judges, as pre- in the district. scribed in the foregoing section.

Ibid. § 14. Contested election

17. The court of quarter sessions of every county shall have jurisdiction to hear and determine all cases in which the election of any person as associate judge shall be contested: Provided, That no judge of any court shall sit as judge of associate judge. thereof, during the contest of his own election.

Ibid. § 15. Proceedings on contested election

18. Upon the petition in writing of at least twenty qualified electors of the proper county, verified by the affidavit of at least two of the petitioners, complaining of an undue election or false return of any person as associate judge of any court, the court having jurisdiction shall appoint a suitable time for hearing of associate judge. such complaint, notice of which shall be given to the person returned as elected, at least ten days before such hearing; and such court shall have all the powers in the premises conferred upon the courts of quarter sessions by the act hereinbefore cited, for the trying of cases of contested elections of county and township

officers.

P. L. 354.

19. No judge of any court of this commonwealth shall practise as attorney or 14 April 1834 § 75. counsellor in any court of justice in this commonwealth or elsewhere, nor shall he hold or exercise the office of alderman or notary-public.

20. The offices of associate judge and justice of the peace shall be incompatible with each other.

21. No court, alderman or burgesses, otherwise by the laws of this common

of a general election, the governor can only appoint until the first Monday of January then next; but on the expiration of such commission, the office may again be filled by appointment for the ensuing year. Commonwealth v. Marwell, 27 P. S. 444. The governor has no power to fill an original vacancy, caused by the creation of a new judgeship; it must first be filled by the people.

(2) This provision does not conflict with the constitution. Where a judge dies on the 15 July, and the

25 April 1850 § 43. P. L. 576.

11 April 1799 § 2. 8 Sm. 391.

next general election occurs on the 14 October, there are not more than three calendar months intervening. Commonwealth v. Maxwell, 27 P. S. 444.

(r) The 12th section of the act 15 April 1851, which is hereby repealed, conflicted with the amendment to the constitution, in requiring judges of the supreme court, in case of vacancy, to be elected for the unexpired term, instead of for the full term, as provided by the constitution.