Section
47
No action can be sustained to recover stock
sold for delinquent unpaid subscription upon the ground of irregularity or
defect in the calls for such unpaid subscription, or irregularity or defect on
the notice of delinquency and sale, or in the sale itself of stock for unpaid
subscription, unless the party seeking to maintain such action first pays or
tenders to the party holding the stock the sum for which the same was sold,
together with all subsequent calls which may have been paid upon the stock so
sold, with interest from the date of payment at the rate of seven per centum
per annum, and no such action shall be maintained unless it is commenced within
six months from date of sale.
Section 48
The posting of the notices of call for unpaid
subscriptions and notices of delinquency and sale of stock for unpaid
subscriptions may be proved prima facie by affidavit of the secretary or clerk
or other officer of the corporation, and the publication of such notices may be
proved to the same extent by the affidavit of the printer, foreman, or
principal clerk of the newspaper in which the notices were published, the time
and place of sale of the stock, the quantity of the stock sold, its particular
description, the person to whom the stock was sold, the price for which it was
sold and the amount of the purchase money paid may be proved prima facie by the
affidavit of the auctioneer or of the secretary or clerk or of the treasurer of
the corporation.
The affidavits mentioned in this section
must be filed in the office of the corporation, and copies thereof, certified
to be true and correct by the secretary of the corporation, may be received by
the courts, and others, as prima facie evidence of the facts therein stated.
Section
49
Nothing in this Act shall prevent the
directors from collecting by action in any court of proper jurisdiction, the
amount due on any unpaid subscription, together with accrued interest and costs
and expenses incurred.
Section
50
No stock delinquent for unpaid subscription
shall be voted or entitled to a vote or representation at any stockholders' or
directors' meeting, or for any corporate purpose whatever.
Section
51
All business corporations shall keep and
carefully preserve a record of all business transactions, and a minute of all
meetings of directors, members, or stockholders, in which shall be set forth in
detail the time and place of holding the meeting, how authorized, the notice
given, whether the meeting was regular or special, if special its object, those
present and absent, and every act done or ordered done at the meeting. On the
demand of any director, member, or stockholder, the time when any director,
member, or stockholder entered or left the meeting must be noted on the
minutes, and on a similar demand, the yeas and nays must be taken on any motion
or proposition and a record thereof carefully made. The protest of any
director, member, or stockholder on any action or proposed action must be
recorded in full on his demand.
The record of all business transactions of
the corporation and the minutes of any meeting shall be open to the inspection
of any director, member, or stockholder of the corporation at reasonable hours.
Section
52
Business corporations must also keep a book
to be known as the "Stock and transfer book," in which must be kept a
record of all stock, the names of the stockholders or members alphabetically
arranged; the installments paid and unpaid on all stock for which subscription
has been made, and the date of payment of any installment; a statement of every
alienation, sale, or transfer of stock made, the date thereof, and by and to
whom made; and such other entities as the by-laws may prescribe. The stock and
transfer book shall be open to the inspection of any director, stockholder, or
member of the corporation at reasonable hours.
Section
53
Every public-utility or public-service
corporation, whether domestic or foreign, doing business for profit in the
Philippine Islands must file with the Insular Auditor, on or before the
thirty-first day of March of each year, a report of its operations for the
preceding year ending December thirty-first which report shall be verified by
the oath of the president or manager and the secretary or clerk, or treasurer
of the corporation, and shall show clearly:
(1) The full amount of the
capital stock and the amount thereof actually paid into the treasury on the thirty-first day of December immediately preceding;
(2) Its available assets on
the thirty-first day of December immediately preceding, including cash and real
and personal property and credits due the corporation, and the encumbrances, if
any thereon;
(3) The nature and amount of
its entire indebtedness on the thirty-first day of December immediately
preceding;
(4) The total receipts and
expenditures for the calendar year immediately preceding;
(5) The profit or loss of
the corporation for the calendar year immediately preceding;
(6) The number and amount of
dividends paid during the calendar year immediately preceding:
PROVIDED, HOWEVER, That none of the
contents of such report shall be made public without the express authorization
of the Governor-General: AND PROVIDED FURTHER, That in case the fiscal year of
a corporation does not terminate with the thirty-first day of December it shall
be deemed a sufficient compliance with this section if the report states the
details required down to the close of the regular fiscal year of the
corporation. In such case the report of the corporation shall be filed with the
Insular Auditor within three months after the close of its fiscal year.
Section
54
The Governor-General may, at any time,
order the Attorney-General, the Insular Auditor, the Insular Treasurer, or any
other officer of the Government to make an examination into the business
affairs, administration, and condition of any corporation transacting business
in the Philippine Islands, and thereupon it shall be the duty of the
Attorney-General, the Insular Auditor, the Insular Treasurer, or any other
officer designated, to make such examination; and for the purposes thereof the
Attorney-General, the Insular Auditor, the Insular Treasurer, or other official
designated shall have the authority to administer oaths to the directors,
officers, stockholders, or members of any corporation or to other persons, and
to examine under oath or otherwise such directors, officers, stockholders,
members, or other persons in relation to the business transacted by said
corporation, the administration of its affairs and the condition thereof. For
the purposes of such examination the books, papers, letters, and documents
belonging to such corporation or pertaining to its business administration or
condition shall be open to the inspection of the Attorney-General, the Insular
Auditor, the Insular Treasurer, or other officer designated, and upon the
application of either of them to any Court of First Instance, or to any judge
of the Supreme Court, a subpoena may be issued directing any person in the
Philippine Islands to appear as a witness and to produce for the inspection of
the Attorney-General, the Insular Auditor, the Insular Treasurer, or other
officer designated, any books, papers, documents, letters, or other records in
his possession. Any witness failing to obey such subpoena shall be liable to
punishment by the Supreme Court or the Court of First Instance, as the case may
be, in the same manner and to the same extent as if he had disobeyed a subpoena
issued out of the Supreme Court or the Court of First Instance in a matter
pending before either of said courts.
The Attorney-General, the Insular Auditor,
the Insular Treasurer, or other officer designated, as the case may be, shall
make a full and complete report to the Governor-General of the examination made
by him, together with his recommendations, and the Governor-General, if he
deems proper, shall direct the Attorney-General to take such proceedings as the
report may seem to justify and the state of the case require.
Section
55
The Attorney-General, the Insular Auditor,
the Insular Treasurer, or other officer designated by the Governor-General to
make the examination shall not disclose to any one other than the
Governor-General the details or results of the examination or investigation,
and if the officer designated to make the examination discloses to any person
other than the Governor-General the details or results of the examination or
investigation, he shall be punished by imprisonment for not less than one year
nor more than five years or by a fine of not less than five hundred pesos nor
more than two thousand pesos, or both such fine and imprisonment, in the
discretion of the court.
Section
56
Any franchise granted to a corporation to
collect tolls, or to occupy, enjoy, or use public property or any portion of
the public domain or any right of way over public property or the public
domain, and any rights and privileges acquired under such franchise, may be
levied upon and sold under execution, together with the property necessary for
the enjoyment, the exercise of the powers, and the receipt of the proceeds of
such franchise or right of way, in the same manner and with like effect as any
other property to satisfy any judgment against the corporation: PROVIDED, That
the sale of the franchise or right of way and the property necessary for the
enjoyment, the exercise of the powers, and the receipt of the proceeds of said
franchise or right of way is specially decreed and ordered in the judgment: AND
PROVIDED FURTHER, That the sale shall not become effective until confirmed by
the court after due notice.
Section
57
The officer selling any franchise under
execution shall, after confirmation by the court, issue a certificate of
purchase to the purchaser of the franchise and shall place such purchaser in
peaceful possession of all property described in the judgment as necessary for
the enjoyment of the franchise or right of way, the exercise of its powers, or
the receipt of its proceeds.
Section
58
From and after issuance of the certificate
of purchase of the franchise or right of way, the purchaser shall exercise all
the powers and privileges and enjoy all the rights and be subjected to all the
liabilities of the franchise or grant of right of way to the same extent as
would have been the corporation had the sale not taken place.
Section
59
The purchaser of the franchise or his
assignee shall be entitled to recover any penalties or damages recoverable by
the corporation and imposed or allowed by law for an injury to the franchise,
or any property necessary for the enjoyment of the franchise or right of way,
or of the privileges of either, occurring during the time he holds the
franchise or right of way. Said purchaser or his assignee may use the name of
the corporation in any action necessary to recover the penalties and damages
named in this section, and the recovery of such penalties and damages shall be
a bar to any subsequent action to recover the same by or on behalf of the
corporation.
Section
60
The corporation whose franchise or right of
way is sold as provided in section fifty-six hereof, except as to the rights
and powers acquired by the purchaser and the duties, obligations, penalties,
and forfeitures imposed on the purchaser of the franchise or right of way,
retains the same powers, is bound to discharge the same duties, and is liable
to the same obligations, penalties, and forfeitures as before such sale. The
rights acquired by the purchaser of the franchise shall be subject to the prior
rights of mortgagees and lien holders.
Section
61
The sale of any franchise and right of way under
execution shall be made in the place in which the corporation has its principal
office.
Section
62
A corporation may be dissolved at any time
by the Court of First Instance for the province where the principal office of
the corporation is situated upon the voluntary application of a majority of the
members or of the stockholders holding at least two-thirds of all shares of
stock issued or subscribed.
Section
63
The application for dissolution must be in
writing and shall set forth all claims and demands against the corporation, and
that, at a meeting of the members or stockholders of the corporation called for
that purpose, the dissolution of the corporation was resolved upon by a
majority of the members or, if a stock corporation, by the affirmative vote of
the stockholders holding or representing two-thirds of all shares of stock
issued or subscribed.
Section
64
The application for dissolution must be
signed by a majority of the board of directors or other officers having the
management of the affairs of the corporation and must be verified by the
president or secretary or clerk or some director of the corporation.
Section
65
Notice of the application for dissolution
must be given by the clerk of the court upon order of the court by publication
for not less than thirty days nor more than sixty days in some newspaper of
general circulation devoted to the publication of general news published at the
place where the principal office of the corporation is established or located,
or, if there be no such newspaper, then in some newspaper of general
circulation in the Islands devoted to the publication of general news. The
notice must also be posted in at least three public places at the place where
the principal office of the corporation is established or located. The date on
which the right of objection to the application expires must be set out in the
notice and must be subsequent to the period prescribed for the publication of
such notice.
Section
66
On or before the date on which the right of
objection expires as declared in notice, any person may file objections to the
dissolution of the corporation. The issue made by the application and the
objection thereto shall be tried by the court upon five days' notice to the
applicants and to the persons who have filed objections, and shall be
determined by the court as justice and right may require. Should no objections
to the application be filed on or before the date prescribed for filing the
same, the court shall proceed to hear the application, and if the application
is sufficient and all the material statements made therein are shown to be
true, the court may appoint receivers to collect and take charge of the assets
of the corporation and shall declare the corporation dissolved and decree such
disposition of its assets and property remaining as the law may permit and
justice may require.
Section
67
The application, notices thereof and proof
of publication and posting of notices, the objections filed to the dissolution,
if any there be, the declaration of dissolution, and the evidence and proofs
taken of dissolution shall constitute the record in the case, and an appeal
from the judgment may be taken to the Supreme Court as from other judgments of
Courts of First Instance.
Section
68
No foreign corporation or corporation
formed, organized, or existing under any laws other than those of the
Philippine Islands shall be permitted to transact business in the Philippine
Islands until after it shall have obtained a license for that purpose from the
Chief of the Division of Archives, Patents, Copyrights, and Trade-Marks of the
Executive Bureau upon order of the Secretary of Finance and Justice in case of
banks, savings and loan banks, trust corporations, and banking institutions of
all kinds, and upon order of the Secretary of Commerce and Police in case of
all other foreign corporations. No order for a license shall be issued by
either of said secretaries except upon a statement under oath of the managing
agent of the corporation, showing to the satisfaction of the proper Secretary
that the corporation is solvent and in sound financial condition, and setting
forth the resources and liabilities of the corporation within sixty days of the
date of presenting the statement, as follows:
(1) The name of the
corporation;
(2) The purpose for which it
was organized;
(3) The location of its
principal or home office;
(4) The capital stock of the
corporation and the amount thereof actually subscribed and paid into the
treasury on the __________________________
(Here
insert date, month, year.)
(5) The net assets of the
corporation over and above all debts, liabilities, obligations, and claims
outstanding against it on the ______________________________
(Here
insert date, month, year.)
(6) The name of an agent
residing in the Philippine Islands authorized by the corporation to accept
service of summons and process in all legal proceedings against the corporation
and of all notices affecting the corporation:
PROVIDED, HOWEVER, That the Secretary of
Finance and Justice or the Secretary of Commerce and Police, as the case may
be, before ordering that a license be issued in the case of any particular
corporation, may require further evidence of the solvency and fair dealing of
the corporation if in his judgment such further information is essential.
Upon filing in the Division of Archives,
Patents, Copyrights, and Trade-Marks of the Executive Bureau the said
statement, a certified copy of its charter and the order of the Secretary of
Finance and Justice or of the Secretary of Commerce and Police, as the case may
be, for the issuance of a license, the Chief of the said Division shall issue
to the foreign corporation as directed in the order a license to do business in
the Philippine Islands, and for the issuance of said license the Chief of the
said Division shall collect a fee of fifty pesos: PROVIDED, HOWEVER, That the
Secretary of Finance and Justice or the Secretary of Commerce and Police, as
the case may be, may issue to any foreign commercial corporation transacting
business in the Philippine Islands at the time of the passage of this Act and
continuously in the Philippine Islands for more than three years prior thereto
a license to do business in the Philippine Islands without requiring the
statement prescribed by this section, but the license to so transact business
shall be secured and the fee paid therefor by such corporation.
Section
69
No foreign corporation or corporation
formed, organized, or existing under any laws other than those of the
Philippine Islands shall be permitted to transact business in the Philippine
Islands or maintain by itself or assignee any suit for the recovery of any
debt, claim, or demand whatever, unless it shall have the license prescribed in
the section immediately preceding. Any officer, director, or agent of the
corporation or any person transacting business for any foreign corporation not
having the license prescribed shall be punished by imprisonment for not less
than six months nor more than two years or by a fine of not less than two hundred
pesos nor more than one thousand pesos, or by both such imprisonment and fine,
in the discretion of the court.
Section
70
Every foreign corporation and every
corporation not formed, organized, or existing under the laws of the Philippine
Islands but transacting business in the Islands at the time of the passage of
this Act shall be allowed six months from its passage in which to secure the
license, present the statement, and make the deposits required.
Section
71
The Secretary of Finance and Justice or the
Secretary of Commerce and Police, as the case may be, by and with the approval
of the Governor-General, may revoke the license to transact business in the
Philippine Islands of any corporation not formed, organized, or existing under
the laws of the Philippine Islands, should such Secretary and the
Governor-General find the condition of the corporation to be one of insolvency
or that its continuance in business will involve probable loss to those
transacting business with it, and after such revocation it shall be unlawful
for any such corporation to transact business in the Philippine Islands unless
its license is renewed or reissued. In case of revocation of license the
Attorney-General shall take such proceedings as may be proper to protect creditors
and the public.
Section
72
Summons and legal process served upon the
agent designated to accept service thereof in the statement required to be
filed by section sixty-eight of this Act shall give jurisdiction to the courts
over the corporation filing said statement, and service of notices on such
agent shall be as binding upon the corporation which he represents as if made
upon the corporation itself.
Should the authority of such agent to
accept service of summons and legal process on the corporation or notice to it
be revoked, or should such agent become mentally incompetent or otherwise
unable to accept service while exercising such authority, it shall be the duty
of the corporation to promptly name and designate another agent upon whom service
of summons and process in legal proceedings against the corporation and of
notices affecting the corporation may be made and to file with the Chief of the
Division of Archives, Patents, Copyrights, and Trade-Marks of the Executive
Bureau a duly authenticated nomination of such agent.
Should there be no person authorized by the
corporation upon whom service of summons, process, and all legal notices may be
made, service of summons, process, and legal notices may be made upon the
Secretary of Finance and Justice in the case of banks, savings and loan banks,
trust corporations, and other banking institutions, and upon the Secretary of
Commerce and Police in the case of all other corporations, and such service
shall be as effective as if made upon the corporation or upon its duly
authorized agent. In case of service for the corporation upon the Secretary of
Finance and Justice or Secretary of Commerce and Police, as the case may be,
the proper Secretary shall register and transmit by mail to the president or the
secretary or clerk of the corporation at its home office or principal office a
copy, duly certified by him, of the summons, process, or notice. The sending of
such copy of the summons, process, or notice shall be a necessary part of the
service and shall complete the service. The registry receipt of mailing shall
be conclusive evidence of the sending. All costs necessarily incurred by the
proper Secretary for the making and the mailing and sending of a copy of the
summons, process, or notice to the president or the secretary or clerk of the
corporation at its home office or principal office shall be paid in advance by
the party at whose instance the service is made.
Section
73
Any foreign corporation or corporation not
formed, organized, or existing under the laws of the Philippine Islands and
lawfully doing business in the Islands shall be bound by all laws, rules, and
regulations applicable to domestic corporations of the same class, save and
except such only as provide for the creation, formation, organization, or
dissolution of corporations or such as fix the relations, liabilities,
responsibilities, or duties of members, stockholders, or officers of
corporations to each other or to the corporation: PROVIDED HOWEVER, That
nothing in this section contained shall be construed or deemed to impair any
rights that are secured or protected by the Treaty of Peace between the United
States and Spain, signed at the city of Paris on December tenth, eighteen
hundred and ninety-eight.
Section
74
The misnomer of a corporation in any
written instrument does not invalidate the instrument if it can be ascertained
from it with reasonable certainty what corporation was intended.
Section
75
Any corporation or Sociedad Anonima formed,
organized, and existing under the laws of the Philippine Islands and lawfully
transacting business in the Philippine Islands on the date of the passage of
this Act, shall be subject to the provisions hereof so far as such provisions
may be applicable and shall be entitled at its option either to continue
business as such corporation or to reform and organize under and by virtue of
the provisions of this Act, transferring all corporate interests to the new
corporation which, if a stock corporation, is authorized to issue its shares of
stock at par to the stockholders or members of the old corporation according to
their interests.
Section
76
This Act or any part thereof may be amended
or repealed at any time by the legislative authority, and any or all
corporations created by virtue of this Act may be dissolved by legislative
enactment. No right or remedy in favor of or accrued against any corporation,
its stockholders or officers, nor any liability incurred by any such
corporation, its stockholders or officers, shall be removed or impaired either
by the subsequent dissolution of said corporation or by any subsequent
amendment or repeal of this Act or of any part or portion thereof.
Section
77
Every corporation whose charter expires by
its own limitation or is annulled by forfeiture or otherwise, or whose
corporate existence for other purposes is terminated in any other manner, shall
nevertheless be continued as a body corporate for three years after the time
when it would have been so dissolved, for the purpose of prosecuting and defending
suits by or against it and of enabling it gradually to settle and close its
affairs, to dispose of and convey its property and to divide its capital stock,
but not for the purpose of continuing the business for which it was
established.
Section
78
At any time during said three years said
corporation is authorized and empowered to convey all of its property to
trustees for the benefit of members, stockholders, creditors, and others
interested. From and after any such conveyance by the corporation of its
property in trust for the benefit of its member, stockholders, creditors, and
others in interest, all interest which the corporation had in the property
terminates, the legal interest vests in the trustees, and the beneficial
interest in the members, stockholders, creditors, or other persons in interest.
Section
79
No private property shall be taken by any
corporation under any franchise for any purpose without proper condemnation
proceedings and without just compensation paid or tendered therefor, and any
authority to take and occupy land shall not authorize the taking, use, or
occupation of any land except such as is required for the actual and necessary
purposes for which the franchise is granted; and no franchise, privilege, or
concession shall be granted to any corporations except under the conditions
that it shall be subject to amendment, alteration, or repeal by the Congress of
the United States, and in case of public-service corporations that the charges
made by reason of the exercise of the franchise shall be subject to regulation
from time to time by the Government of the Philippine Islands; and such
corporation shall pay annually to the Insular Treasurer such percentage of its
gross earnings as may be required by general or special laws, and that lands or
rights of use and occupation of lands thus granted shall revert to the
governments by which they were respectively granted upon the termination of the
franchises and concession under which they were granted or upon their
revocation or repeal.
Section
80
The provisions of this chapter are
applicable to every corporation formed or organized under this Act unless such
corporation is excepted from its operation or unless some special provision is
made in Chapter II in relation thereto inconsistent with the provisions of this
chapter, in which case the special provision shall prevail.
CHAPTER II
SPECIAL PROVISIONS
RAILROAD CORPORATIONS
Section
81
A railroad corporation by consent of the
stockholders holding a majority of the issued capital stock may mortgage the
corporate property and franchises or execute deeds of trust thereof to trustees
selected by such stockholders to secure payment of bonds notes issued by the
railroad corporation for the purpose of securing money for its legitimate
corporate purposes, including the construction and equipment of its road.
Section
82
Before commencing work on any one section
or district of the line, the railroad corporation shall file with the Director
of Public Works a map or plan and profile thereof showing the course,
direction, length, and grades of the line in such section or district,
accompanied by an explanatory statement as to the route and general conditions
in said section or district of the proposed railroad, which map, plan, and profile,
with the report of said Director of Public Works thereto attached, shall be
submitted by him to the Philippine Commission.
Section
83
At points where the railroad may cross
public highways the railroad corporation shall construct and maintain the
necessary bridges and crossings so that public communications shall not be
interrupted. Moreover, to avoid accidents, the railroad corporation shall put
up at such crossings the necessary notices apprising the public danger from
passing trains; and at crossings of peculiar danger a gate shall be placed or a
guard shall be stationed by the railroad corporation whenever the provincial
board of the province in which the crossing is situated, or the Municipal Board
of the city of Manila, as the case may be, with the approval of the Director of
Public Works, shall so direct.
Section
84
The railroad corporation shall establish
along the whole length of the road a telegraph line for the use of the
railroad. The posts of this line may be used for Government wires and shall be
of sufficient length and strength and equipped with sufficient cross-piece to
carry the number of wires which the Government may consider necessary for the
public service. The establishment, protection, and maintenance of the wires and
stations necessary for the public service shall be at the cost of the
Government.
Section
85
The railroad corporation, before opening
the road or any part thereof for the conveyance of passengers and freight,
shall give notice in writing to the Director of Public Works aforesaid that the
road or the part thereof proposed to be opened is ready for the safe conveyance
of passengers and freight. Upon receipt of such notification the said Director
of Public Works shall himself, or by his assistant, forthwith examine the
roadway, bridges, tunnels, and other works of the railroad and locomotives and
rolling stock intended to be used thereon, and if he finds the same to be
satisfactory, in accordance with law, and safe for public travel, he shall
authorize the opening of the line of such part thereof as may be duly completed
and safe for public travel.
Section
86
In addition to other powers conferred by
Chapter I, the railroad corporation shall enjoy the following powers,
privileges, and exemptions:
(1) To occupy, with the
prior approval of the Government of the Philippine Islands, any part of the
public domain necessary for the purposes of the enjoyment of its franchises.
Private lands may be acquired by the corporation in accordance with the
exercise of the power of eminent domain in the manner provided in Act Numbered
One hundred and ninety, and amendments thereto.
(2) To construct, alter,
substitute, maintain, and operate the railway, make or construct all buildings,
stations, shops, plants, tunnels, embankments, aqueducts, bridges, or other
structures, wharves, roads, ways, passages, conduits, drains, piers, arches,
cuttings, and fences on lands acquired or on which the necessary right has been
obtained, and to cross any railway, tramway, river, stream, water course, lake,
canal, shore, and highway where the necessary right has been obtained from
those public or private corporations or individuals whose rights will be
affected, also to direct or alter, temporarily as well as permanently, the
course of any river, stream, water course, or highway or raise or sink the
level thereof, in order the more conveniently to carry the same across, over,
under, or by the side of the railroad, when the consent of the owners or rights
or interest which may be prejudiced or injured shall have been obtained through
contract or when compensation shall have been duly made for the injury after
proper condemnation proceedings.
(3) For the purposes of the
railroad and on lands lawfully acquired, to open quarries, to collect stone, to
cut timber, to mine for materials, and to build and operate kilns for lime,
gypsum, and brick.
(4) To conduct water to the
railroad for the use of the same and to acquire, by condemnation proceedings or
contract, the necessary land for such roads as may be required to give access
to the railroad stations from public roads or streets in the vicinity.
(5) In case of refusal,
neglect, or failure to pay proper charges for the transportation of freight,
goods, or luggage to destination, the railroad corporation shall have the right
to detain the freight transported until such time as the amount due shall be
paid. If the payment of the rates of transportation on goods carried or
transported by the railroad to their destination should not be effected within
fifteen days after demand for payment, the corporation may apply to the justice
of the peace of the municipality in which such goods are situate for their sale
at public auction, and said justice of the peace, after giving notice of the
application to the owner or consignee of the goods, shall order the sale at
public auction of said goods or so much thereof as may be necessary to cover
the expenses and costs of transportation and costs and expenses of sale. Notice
of the sale shall be posted for at least five days prior to the sale in three
of the most public places in the municipality in which the goods are situate.
(6) Freight, goods, or
luggage transported to destination by the corporation and not called for by the
owner or consignee for a period of two months after arrival may be sold at
public auction after the making of the application, the securing of the order,
and the giving of the notice of sale prescribed by paragraph five of this
section.
(7) In case of the refusal
or failure to pay proper charges for the transportation of goods or freight of
a perishable nature or in case the owner or consignee should refuse to receive
such goods or can not be found or is unknown, application for their sale may be
made to the justice of the peace for the municipality in which they are situate,
and after satisfying himself that said goods are perishable and likely to
deteriorate if held by the railroad corporation he may order their sale with
such time and after giving such notice as to him may seem proper.
(8) The proceeds of sales
made in accordance with paragraphs, five, six, and seven of this section shall
be applied first to the payment of the cost and expenses of said sales, and
second, to the payment of freight and charges of the railroad corporation on
said goods. After payment of costs and expenses of sale and the freight and
charges of the railroad, the balance, if any there be, shall be deposited to
the credit of the owner or consignee of the goods with the provincial treasurer
of the province in which the sale took place, or if the sale took place in the
city of Manila, then with the he Insular Treasurer.
Section
87
The railroad corporation shall provide on
its trains proper and adequate accommodations for the transportation of the
mails and shall safely transport and carry the mails at such rates and under
such terms and conditions as may be agreed upon by the Director of Posts and
the railroad corporation. In case the Director of Posts and the corporation
shall not agree to the rate and terms of transportation of the mails, the Chief
Executive of the Islands, after giving the corporation opportunity to be heard,
shall fix the price, terms and conditions of such transportation. The price for
carrying such mails in the regular passenger trains shall not be more than the
reasonable freight charge on a similar quantity of merchandise and a fair
compensation for the post-office car. If the Government of the Islands should
require in addition to the ordinary mail service the transport of mail or
urgent orders at other hours or at higher speed than the usual speed of
passenger trains, the transport of troops, ammunition, bullion, or freight, the
corporation shall provide, day or night, special conveyance for same and be
allowed reasonable extra compensation therefor.
Section
88
The roadway and right way of any railroad
corporation may be crossed by other lines of railroad authorized by the
Government of the Islands in such manner as may be determined by the Director
of Public Works with the approval of the Governor-General and upon the payment
of full compensation for any damage which may be caused to the track crossed.
Section
89
From the time when the whole or any part of
the railroad shall be opened to public service the railroad corporation shall
establish and publish a time schedule for the arrival and departure of trains
shall run its regular trains for the transportation of passengers and freight
as close to said schedule as practicable and shall furnish sufficient
accommodations for the transportation of all passengers who may apply for the
same and for all property which may be offered within a reasonable time prior
to the time of departure.
Section
90
The corporation shall concede to all
passengers holding first-class tickets the free carriage of fifty kilograms of
personal baggage and to those holding lower class tickets thirty kilograms of
personal baggage. Personal baggage is defined to be ordinary wearing apparel,
bicycles, and such articles as may be required by persons practicing any
profession or trade. Personal baggage shall be accepted by the corporation only
when contained in such receptacles as will safely retain and hold the same
during transportation, and the railroad corporation shall not be liable beyond
the extent of three hundred pesos for each fifty kilograms of weight of such
baggage unless the owner thereof shall, upon offering the same for
transportation, declare the contents thereof and pay therefor a reasonable
insurance rate for the additional responsibility assumed by the corporation.
Section
91
Each locomotive used in the working of the
line shall be furnished with a bell and with a steam whistle. The bell shall be
rung and the whistle sounded at a distance of at least three hundred meters
from every place at which the railroad passes any highway and the bell shall be
kept ringing until the engine has crossed such highway. Each passenger train
shall have proper and efficient appliances for making immediate communications
with the engineer so that the engineer may be immediately signaled to stop the
train.
Section
92
It shall be the duty of the railroad
corporation to use the most approved appliances to prevent the escape of sparks
or live coals from its locomotives and to take such precautions that the
operation of said road may not unnecessarily expose properties in the vicinity
of the line to danger from fire.
Section
93
Where the line is not fenced in or where
there are no gates or flagmen at street crossings the speed of trains running
through the streets of cities and of centers of population of municipalities
shall not exceed fifteen kilometers per hour: PROVIDED, HOWEVER, That the
municipal councils of municipalities in which such streets are situated may
prescribe in such cases a maximum speed of less than fifteen kilometers per
hour. In case any municipality should fix the maximum speed at less than
fifteen kilometers per hour, the company may appeal to the Director of Public
Works, who shall either confirm the rate of speed fixed by the municipality or
fix such rate as to him may seem proper, not exceeding fifteen kilometers per
hour.
Section
94
The corporation shall oblige every employee
working on a passenger train or at a station for passengers to wear upon his
hat or cap a badge which shall indicate his office, and without such badge he
shall not be entitled to exercise any of the powers of his office.
Section
95
The proper agents and employees of the corporation
shall affix a check or tag or every parcel of baggage delivered by any
passenger to such agents or employees for transportation, and a duplicate of
such clerk or tag shall be delivered to the passenger delivering the parcel. If
the agents or employees of the railroad corporation do not comply with the
obligation imposed by this section no fare or toll shall be collected from the
passenger, and if the passenger has already paid same it shall be returned upon
demand.
Section
96
The corporation may refuse to transport any
package or parcel the transportation of which is prohibited by the Government.
Section
97
The tariffs and schedules of rates and
charges for the transportation of passengers, baggage, parcels, packages, and
freight of all kinds shall be kept posted by the corporation in a prominent
place in all of its stations, and before any new tariff or schedule of rates or
charges shall go into effect it shall be published for a period of at least ten
days in two newspapers of the city of Manila, one of which newspapers shall be
printed in English and one in Spanish.
Section
98
Every railroad corporation shall, within
two years after filing its original articles of incorporation construct,
complete, and operate at least five miles of its road, and at least five miles
additional every year thereafter until the whole road is fully constructed and
completed. Should any railroad corporation fail, after commencement of
construction, to extend, complete, and operate its road for the distance
required within the time prescribed, its right to extend its road beyond the
point then complete shall ipso facto stand forfeited.
Section
99
On or before the first day of March of each
year every railroad corporation shall file with the Insular Auditor a report of
its operations for the calendar year immediately preceding, which report shall
be verified by the president or general manager of the railroad corporation and
the secretary or clerk and treasurer of the corporation, and shall set forth in
addition to the matters required by the report specified in section fifty-three
hereof the following:
(1) An itemized statement of
the amount expended during said calendar year in the purchase of land, the
construction of road, the purchase and construction of buildings, the purchase
of engines, cars, and all kinds of rolling stock and other property;
(2) A statement showing
separately the sums actually expended for repairs to engines, cars, and other
rolling stock, buildings, roadway, and other property, for salaries and
expenses of personnel, and other expenses, so as to show the entire expense and
cost of operating the road and keeping its roadbed, rolling stock, buildings,
and other real and personal property in reasonable repair;
(3) The receipts form
transportation of passengers, property of freight, mails, express matter, and
other sources, separately stated;
(4) The quantity of freight
carried, specified in kilos.
Section
100
Every railroad corporation must furnish to
every passenger to whom it sells a ticket a seat and sufficient room and
accommodation for any one trip.
Section
101
If any passenger refuses to pay his fare or
exhibit or surrender his ticket after reasonable opportunity to comply with the
demand for fare or the request for his ticket, the conductor and other
employees of the corporation may eject from the cars of the corporation the
passenger so refusing or failing to pay his fare or to exhibit or surrender his
ticket: PROVIDED, HOWEVER, That no unnecessary force shall be used by the conductor
or other employees of the corporation, and that the passenger shall be put off
the cars at some usual stopping place or near some dwelling house and after
bringing the train to a complete stop.
Section
102
Every railroad corporation shall have the right
to make reasonable and proper regulations for passenger and freight traffic.
Section
103
Any banking corporations, the principal
business of which is the receiving of funds on time deposits, and their
investment, together with that of its capital, in bonds, or in loans secured by
bonds, bullion, or real estate mortgages, as hereinafter provided, or in any
combination of the aforementioned forms of investment, shall be known as a
savings and mortgage bank for the purposes of this Act.
Such a corporation shall not be permitted
to file its articles of incorporation with the Chief of the Division of
Archives, Patents, Copyrights, and Trade-Marks of the Executive Bureau and
shall not receive his certificate of incorporation unless such articles show, under
oath of the incorporators, that such corporation has a capital stock of not
less than two hundred thousand pesos, and the same has been fully subscribed,
and actually paid into the treasury of the corporation.
Section
104
A savings and mortgage bank may loan or
invest its funds and deposits and collect such loans with interest accrued and
repay its depositors with or without interests on their deposits, as may be
provided in the by-laws of the corporation, and not in violation of this Act.
No loan of a savings and mortgage bank shall be for a longer period than five
years.
Section
105
No savings and mortgage bank shall loan any
of its money or deposits unless secured -
(1) By mortgage or deed of
trust to the corporation of unencumbered improved real estate in cities and
centers of population of municipalities in the Philippine Islands or by
mortgage or deed of trust to the corporation of actually cultivated and
improved agricultural lands in the Philippine Islands: PROVIDED, HOWEVER, That
the amount loaned shall not exceed forty per centum of the actual cash market
value of the real estate which is security for the loan, or of the assessed
valuation thereof, whichever may be smaller;
(2) By the pledge to the
corporation of gold or silver bullion: PROVIDED, That the loan shall not exceed
ninety per centum of the value of the pledge by which loan is secured;
(3) By bonds or evidences of
debt of the Government of the United States or of the Philippine Islands or of
the city of Manila or of any municipality in the Philippine Islands authorized
by law to issue bonds: PROVIDED, HOWEVER, That such loan shall not exceed the
face value of such bonds or evidences of debt, or the market value thereof,
whichever may be the smaller;
(4) By first mortgages
transferred to the corporation as collateral security on improved and otherwise
unencumbered real estate in cities and centers of population of municipalities
in the Philippine Island: PROVIDED, HOWEVER, That the mortgage transferred to
the corporation as collateral security with interest accrued and due shall not
exceed forty per centum of the actual cash market value of the real estate
which secures such mortgage, or of the assessed value thereof, whichever may be
smaller.
Section
106
No loan on the security of real estate
shall be made unless the title to such real estate, free from all incumbrances,
shall be in the mortgagor and unless the mortgage shall be a preferred claim on
the property therein described as against the whole world.
Section
107
The capital stock and assets of every
savings and mortgage bank constitute the security of depositors and depositors
have the priority of right over all other to such assets. The directors of a
savings and mortgage bank shall not create any debt or liability against the
corporation for any purpose whatever other than for deposits made with it and
the reasonable and necessary current and running expenses of the corporation.
Section
108
Savings and mortgage banks may purchase,
hold, and convey real and personal property as follows:
(1) The lot with the
building thereon in which the bank conducts and carries on its business, which
shall not exceed in value seventy-five thousand pesos, or such additional sum
as may be fixed by the affirmative vote of the stockholders representing
two-thirds of the subscribed capital stock;
(2) Such property, real and
personal, as may have been mortgaged, pledged, or conveyed to it in good faith
in trust for its benefit by reason of money loaned by it in pursuance of the
regular business of the bank, and such real or personal property as may have
been purchased by it sales to satisfy pledges, mortgages, or deeds of trust
executed to it on account of money loaned by it, and such real and personal
property as may have been conveyed to it by borrowers in satisfaction and
discharge of loans made by the bank to them;
(3) Bonds and other
evidences of debt of the Government of the United States or of the Philippine
Islands or of the city of Manila, or of any municipality in the Philippine
Islands authorized by law to issue bonds, at the reasonable market value
thereof, first mortgages secured by improved real estate in cities and centers
of population of municipalities in the Philippine Islands, but any mortgage
purchased with interest accrued shall not exceed forty per centum of the actual
cash market value of the real estate which secures such mortgage, and gold
bullion at a valuation not exceeding its market value: PROVIDED, HOWEVER, That
any real estate purchased by said bank in payment or by reason of any loan made
by such bank must be sold by the bank within five years after the title thereto
has been vested in it: AND PROVIDED FURTHER, That no savings and mortgage bank
shall purchase, own, or sell personal property except as may be required and permitted
in the transaction of its ordinary business or for its immediate accommodation
or the convenient and proper transaction of its lawful business.
Section
109
Married women and minors may, in their own
right and in their own names, make deposits and receive and receipt for
deposits, dividends, and interest: PROVIDED, HOWEVER, That if any guardian
shall give notice in writing to any savings and mortgage bank not to make
payment of deposits, dividends, or interest to the minor of whom he is guardian,
then such payment shall be made only to the guardian.
Section
110
Before declaring any dividend, five per
centum of the net profits must be deducted and set aside as a part of the serve
fund, and the reserve fund thereby created be invested as are other funds of
the bank. The earnings of the reserve fund, whether created out of capital
stock or out of profits, shall constitute a part of the reserve. The reserve
fund shall be used exclusively for the purpose of paying losses sustained by
the bank in the pursuit of its lawful business: PROVIDED, That the bank may
provide by its by-laws for the disposal of any excess in the reserve fund over
twenty per centum of its liabilities inclusive of stock, and also for the final
disposal of the reserve fund upon the dissolution of the corporation after the
payment of all liabilities.
Section
111
Savings and mortgage banks may require by
their by-laws that depositors shall give notice, not exceeding ninety days, of
the intended withdrawal of their deposits, and any savings and mortgage bank
requiring such notice may decline to make payment of any deposit until such
notice is given and time prescribed in its by-laws for such notice has expired.
Section
112
Whenever there is a call by depositors for
repayment of their deposits and the call so made equals or exceeds the moneys
actually available in the bank and disposable for the purpose of paying
deposits of paying deposits, the savings and mortgage bank shall not make any
new loans or investment of the funds of depositors or of the earnings of such
funds until the call of the depositors has been satisfied.
Any officer or director of a savings and
mortgage bank making or authorizing the making of any loan or investment of
funds of depositors or of the earnings of such funds in violation of this
section shall be punished by imprisonment for not less than one year nor more
than five years and by a fine of not less than one thousand nor more than five
thousand pesos.
Section
113
No director or officer of any savings and
mortgage bank shall, either directly or indirectly, for himself or as the
representative or agent of others, borrow any of the deposits or funds or such
bank, nor shall he become a guarantor, endorser, or surety for loans from such
bank to others or in any manner be an obligor for moneys borrowed of the bank
or loaned by it. The office of any director of officer of a savings and
mortgage bank who violates the provision of this section shall immediately
become vacant and the director or officer shall be punished by imprisonment not
exceeding ten years and by a fine of not less than one thousand nor more than
five thousand pesos.
Section
114
No loan made by any savings and mortgage
bank on the security of real estate shall be made unless the title to such real
estate shall have been first registered in accordance with the Land
Registration Act.
Section
115
Any director or officer of any savings and
mortgage bank who receives or permits or causes to be received in said bank any
deposit or who pays out or permits or causes to be paid out of any funds of
said bank or who transfer or permits or causes to be transferred any securities
or property of said bank after said bank becomes insolvent shall be punished by
a fine of not less than one thousand or more than ten thousand pesos and by
imprisonment for not less than two or more than ten years.
Section
116
A banking corporation is a corporation
which receives the money of others on general deposit and uses it, together
with its own capital, to form a joint fund which it makes a business of
employing either directly or indirectly in one or more of the following uses:
The making of loans;
The maintenance of a notice circulation; or
The purchase, sale, or collection of bills
of exchange or other kinds of negotiable paper
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