OF CORPORATIONS.

for surrender

Superior

How pub

hear the petition of any corporation, under its corporate seal, Proceedings by and with the consent of a majority of the corporators duly of powers, or convened upon thirty days notice in a daily newspaper pub- dissolution. lished in the city of Wilmington, if the application is to be Petition to made in New Castle county, and upon like notice in a news-Court. paper published in any other county where the application is How and to be made, praying for permission to surrender any power when made. contained in its charter, or for the dissolution of such corpor- Notice. ation; And if the court shall be satisfied that the prayer of lished. such petition can be granted without prejudice to the public welfare, or the interest of the corporators, the court may en Decree. ter a decree in accordance with the prayer of the petition, whereupon such power shall cease, or such corporation be dis- Effect. solved, as the case may be: Provided, that the surrender of Proviso any such power shall not, in any wise, remove any limitation or restriction in such charter. And the accounts of the man- Accounts. agers, directors or trustees, shall be settled in such court, and be approved thereby, and dividends of the effects shall be Dividends. made among any incorporators entitled thereto, as in the case of accounts by assignees in insolvency, or under the law of domestic attachments. In the settlement of such accounts, and Auditor. determining dividends, the court may resort to the assistance Appointment of an auditor, or master by it to be appointed and provided Further further, that no property devoted to religious, charitable or proviso. literary purposes shall be diverted from the objects for which When decree it was given or granted, and that the decree of the said to take court shall not take effect until a certified copy thereof be effect. filed and recorded in the office of the Secretary of State.

How settled.

by court.

act subject to and revo

SECTION 5. And be it further enacted, That any charter of Charters incorporation granted or made under the provisions of this under this act, shall be subject to revocation by the Legislature, and amendment power to amend, revoke or annul all such charters, or any cation by the Legislature. amendments, alterations or additions thereto, is hereby reserved to the Legislature.

private laws.

SECTION 6. And be it further enacted, That the Secretary of State is hereby authorized and directed to demand for the the use of the State, on certifying any charter of incorporation authorized by this act, the sum of twenty dollars when the Tax on capital stock of such incorporation shall be or exceed fifty thousand dollars, and ten dollars when it does not amount to Unlawful for so much. And it shall not be lawful for any other officer or copies of person to give, or permit to be given, any copy or copies of any charterlese such charter, unless the certificate of the Secretary of State is certified by affixed thereto. The fee to the Secretary of State for a copy State. shall be the same as heretofore.

to be

Secretary of

Fee to
Secretary

SECTION 7. And be it further enacted, That before a com- of State. pany incorporated by the provisions hereof, and having capi

Certificate of capital paid in.

When and how made.

Recorded.

When.
Where.

OF CORPORATIONS.

tal stock, shall proceed to the transaction of its business, the president and a majority of its directors or managers shall make and sign a certificate, to be sworn to by them, before an officer legally qualified to administer oaths, stating the amount of its capital paid in; which certificate, they shall, within thirty days thereafter, cause to be recorded in the office of the prothonotary of the county, in the book to be therein kept of the record of transactions of the Superior Court, under this act. Any person shall have access to, and the privilege of examining, said books, and if the said capital stock shall, at any time, by such action of the company for that purpose as it may see fit to adopt, be reduced below the amount stated in such certificate, the said officers shall, Reduction of within thirty days from the time when such reduction takes capital. place, file in the said office an additional certificate, made and Additional signed and sworn to as aforesaid, showing the amount of such be filed. reduction, and the amount of the stock remaining. And it shall be the further duty of said officers to make publication How made of the filing of said certificate, in the same manner as herein Publication, is provided with respect to the notice of application for incorporation.

Access to records.

certificate to

When.

SECTION IO.* And be it further enacted, That it shall be unlawful for any board of directors or managers of any company incorporated by the provisions of this act, to declare dividends out of the capital stock of said company, and for a breach of this clause, those who assent thereto shall be liable, jointly or severally, to the creditors of the company, to Liability of the extent to which the capital stock has been encroached upon or impaired by such dividend, and such liability may be enforced by an action of debt, to be brought in the name of any one or more creditors of the company, for the use of himself or themselves,and the other creditors of the company, without naming them. The money recovered in such judgment shall be divided among the creditors, pro rata, and the books of the company shall be open to a creditor to ascertain their names, and the amount of the indebtedness of the company to each; the distribution to be made by the prothonotary of the county where the company transacts its business, into whose hands, for that purpose, the money recovered shall be paid. Such prothonotary shall be liable to a creditor on his official bond for the amount paid over to him in virtue hereof; and such creditor may maintain an action thereon for his use, to recover his dividend thereof. Every director or manager of the company shall be taken to have assented

OF CORPORATIONS.

deemed to

to such dividend out of the capital stock, unless, having dis- Director sented, he shall, within sixty days from the time it was de-have clared, file in the office of the prothonotary aforesaid, his assented to declaration under oath, that such dividend was declared dend unless, against his consent, and that he caused his objection to be His declaraentered upon the minutes of said company.

&c.

tion to be filed. What to

forms.

SECTION 11. And be it further enacted, That the following state. shall be the forms of the notice of application for incorpora- General tion, and of the instruments or articles of association or incorporation referred to in the first section hereof, viz :

(FORM NO. 1.)

(Form of notice of intention to apply for incorporation.)

NOTICE OF PROPOSED INCORPORATION.

In conformity with the provisions of the act passed by the General Assembly of the State of Delaware on the

day of

-A. D. 1875, I hereby give notice that an application was
last

filed in the Superior Court, on the- - day of -
for a charter of incorporation of a company called (here give
name) to carry on the business (here set forth the business as
described in the draft of the charter) and that a draft of the
proposed charter was filed with the application and is open to
inspection.

Noticeof intention to apply.

(Place for date.)

A. B. Prothonotary.

(FORM NO. 2.)

Form for incorporation of a company for manufacturing pur- Form of poses, (or to dry, preserve, or can fruit, meats, fish, vegetables, charter for or other edibles.)

manufacturing pur

poses, &c.

ARTICLE I. This association shall be called, The Company, and its principal place of business, or office, shall be Corporate

Direc-Officers.

ARTICLE II. Its officers shall be a President tors or managers; and a Treasurer who shall also be the Secretary. The President shall be a member of the Board of Directors or Managers.

ARTICLE III. For the purpose of organization a meeting Meeting for shall be held at 12 o'clock M.,at such place as shall be designa- organization.

OF CORPORATIONS.

How called. ted in the call for such meeting, which call must have the signatures of a majority of the proposed corporators, and be published for one week in a daily newspaper of the county, if there be one, and if not, by handbills posted in five of the most public places of the hundred where the said meeting is to be held.

Opening of

limited.

Proviso.

At such meeting the books of subscription shall be opened, subscription in which those intending to become incorporated shall subbooks. scribe for the number of shares they wish to hold in the said Subscription company, provided said number shall not, in the case of any subscriber, exceed one-third of the whole, Provided that any person or firm may acquire by purchase, any number of shares of stock, and when one half the whole number of shares has been subscribed, then the share holders shall proceed to elect by a plurality of votes (each share being entitled to one) the officers aforesaid, and such others as may be deemed necessary for the management of the company's business. The terms of said officers shall be for one year, and until successors be duly

Election of officers.

Terms.

First meet

Annual meetings.

chosen.

ARTICLE IV.-The company, when organized by the authoring after or ity of the preceding article, shall hold a meeting at the end of one week after the meeting aforesaid, and annually thereafter on the same day, for the purpose of choosing other officers in lieu of those whose terms have expired, and for the making of by-laws or ordinances for the government of the affairs of the company, which shall remain in force until repealed or modified, and then as modified so long as the company shall

Elections.

By-laws.

Corporate powers.

choose.

ARTICLE V.-The company shall have power to use a common seal, with such device as it may choose-but with its name also engraved upon it, and the same to renew, or alter, at pleasure, to sue and be sued in all courts, to make and establish by-laws or ordinances for the government of its affairs, and the transaction of its business, provided the same be not repugnant to the constitution or laws of this State or of the United States, and generally shall have all the powers incident to corporations aggregate, and which are essential or adapted to the conduct of its particular business, but no other corporate rights. This grant of powers shall be held to inRespecting clude the leasing or purchase and sale from time to time, of real estate necessary to the conduct of its business, and not exceeding in value-thousand dollars, and the erection and repair of buildings thereon if necessary.

OF CORPORATIONS.

ARTICLE VI. - The business of the company shall be that of Business. but the said business nor any business of the com- When enpany shall be entered upon until dollars per share, at least, tered upon. upon any share of stock has been paid into the treasury of the company.

Capital

ARTICLE VII.-The capital stock of the company shall be st stock. the sum of dollars, divided into shares of dollars each; Shares they shall be personal property and assignable or transferable. The right to them shall be evidenced by a certificate under the Certificate. company's seal, signed by the president and treasurer, and Indorsesuch shares shall be transferred by proper indorsement on the ment of back of a certificate.

transfer.

(FORM NO. 3.)

Form of incorporation for religious, charitable or purposes.

ARTICLE I.---This incorporation shall be called (here give Corporate the name.)

ARTICLE II. Its officers shall be a Board of managers, composed of persons, one of whom shall be president, and a treasurer who shall also be its secretary.

name.

Officers.

ARTICLE III. The business of the company shall be the Business. erection and maintenance of houses of worship; the employment of Gospel missions at home or abroad; the sustentation or support of aged or worn out and destitute preachers; the maintenance of places of sepulture or burial of the dead; the ministration of affairs of charity to the needy, which shall include the care of them in houses; and the establishment and maintenance of a society for literary purposes, library, debating society or club, school of arts and sciences as the case may be.

ARTICLE IV. For the purpose of organization, a meeting Meeting for shall be called by any two or more of the applicants for this How called. charter, to be held on some day and at some place convenient for the purpose, on ten days' notice published in a county newspaper or by hand bill, and at such meeting those who attend may be permitted to participate in the proceedings, participate. provided, they shall first have signed a paper to be exhibited Proviso. at the meeting, agreeing to become members of the company, and to submit themselves to all its orders or requirements, as all others in like condition. At such meeting each person shall be entitled to one vote.