OF CORPORATIONS.

ownership.

ARTICLE XI.-The managers shall take account of all Changes of changes of ownership of lands within the company's limits, Duties of from whatever cause, and substitute the names of the new managers owners in lieu of the old ones, upon their original apportionment respecting. from which they shall be transferred to the copy in the hands of treasurer, and when transferred, the new owners shall stand in the place of the old, in all respects as if they had been originally owners.

how filled.

ARTICLE XII.-Vacancies in the board of managers, or in Vacancies, the office of treasurer, may be filled at any meeting, and in the case of the treasurer, shall be filled at a meeting to be called within one month from the the time of the vacancy. Until a vacancy in the board of managers is filled, the remaining members may act as if no such vacancy had happened. A majority of the board of managers shall make a quorum, at Quorum. any meeting held by them for the transaction of business.

treasurer.

ARTICLE XIII.-The company shall have power. and it shall Bond of be its duty, to take from the treasurer a judgment bond with ample security, conditioned for the collection of all taxes committed to him for collection, except such as are uncollectable, and the payment over of the money upon orders drawn by the managers, or a majority of them, from time to time as demanded, and of any surplus into the hands of his successor in office. The managers shall, upon application of the treasurer, deter- Uncollectmine whether or not a tax is collectable; should they decide allowed the it is not, then it shall be allowed the treasurer, and deducted treasurer. from the sum of the taxes committed to him for collection.

able taxes

ARTICLE XIV. At all meetings of the company, those Voting by who do not attend may vote by proxy constituted by writing proxy. under hand and seal, in the presence of two witnesses.

Passed at Dover, March 26, 1875.

How con stituted.

OF CORPORATIONS.

Corporators.

Incorporation.

Name.

Objects.

Location.

Corporate powers.

Capital stock.

Shares.

CHAPTER 120.

CORPORATIONS,

AN ACT to incorporate the Peninsula Agricultural and Pomological Association;

Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, two thirds (3) of each branch thereof concurring,

SECTION 1. That Charles Beaston, J. Thomas Budd, William R. Cochran, Edward W. Lockwood, John Cochran, Thomas J. Craven, Sewell C. Biggs, William Polk, Lewis P. McDowell, Daniel W. Corbitt, and such other persons as are now associated as "The Peninsula Agricultural and Pomological Association," or may hereafter be associated with them, be and they are hereby ordained and declared to be a body corporate and politic by the name of "The Peninsula Agricultural and Pomological Association," to be located in the county of New Castle, and State of Delaware, for the purpose of encouraging and promoting agriculture, horticulture, mechanics and household arts, and by that name the said corporators, their successors and assigns shall have continuance, and shall be capable to sue and be sued, plead and be impleaded, answer and be answered, appear, prosecute and defend to final judgment, decree and execution, in all courts and in every place whatsoever, before any judge or justice, in all manner of suits and proceedings in law or equity, to have and use a common seal, to alter or renew the same at pleasure; to make contracts, and to purchase, hold, sell, mortgage, lease, aliene and convey property, real, personal and mixed, in fee simple or otherwise. To make and enforce such by-laws and regulations as may appear necessary for their own government; the management of their business and property, and the promotion of the objects of their association, not inconsistent with the laws or constitution of this State, or of the United States, and generally to exercise and enjoy the powers, privileges and franchises incident to a corporation, except banking powers.

SECTION 2. The capital stock of said corporation shall be of such amount as the corporation shall from time to time determine, provided that the same shall not at any time exceed the sum of twenty-five thousand dollars. The said capital stock to be divided into shares of five dollars each. Each share of said capital stock shall be personal estate, and the same shall be certified, held and assigned according to such regula

OF CORPORATIONS.

stock

taxation.

tion and conditions as may be provided in the by-laws; and so much of the property of the said association as shall amount to five thousand dollars, in actual cash value, shall not be sub- $5000 of ject to, but shall be held and enjoyed by, the said corporation, exempt from free and exempt from any and all manner of municipal, county and state assessment and taxation whatsoever. Subscription Stocki to the capital stock shall be paid at such times, in such manner, how paid. and in such installments as the board of directors shall appoint, Forfeiture and the same shall be liable to forfeiture for non-payment, as for nonmay be provided in the by-laws.

sub

payment Annual

stock

SECTION 3. That there shall be an annual meeting of the meeting of stockholders on the fourth (4) Saturday of January in every holders, year, (unless some other day be provided by the by-laws.) when. Special meetings of the stockholders may be called in such Special manner as may be provided in the by-laws. At all meetings of meetings. the stockholders, all questions shall be decided by a plurality of of stock the votes cast in person, and each stockholder shall be entitled to one vote for each share of stock held by him or her.

Each share

entitled to

a vote.

Plurality to decide.

to constitute

Managers.

SECTION 4. That the stock, property, business and con- Managecerns of the corporation shall be managed and conducted by President, a president, secretary and nine (9) directors, all of whom Secretary, must be stockholders. The said officers and directors shall and directors constitute a board of managers, three (3) of whom shall be a Board of quorum, and they shall be elected by the stockholders at Quorum. each annual meeting; they shall be chosen by ballot, and by a When and plurality of the votes cast, according to the provisions of sec- how elected. tion 3 of this act, and shall continue in office until the next annual meeting, and until successors are duly chosen. Any Term. vacancy in the board shall be filled by its remaining members, Vacancies. and whenever any member thereof ceases to be a stockholder or refuses to serve, his office shall be vacated. The board of Powers. managers shall make by-laws for the government of the laws, and corporation, and for the regulation and management of its repeal and business and concerns, and may repeal and alter them at pleasure. The present officers of said association shall con- Term of tinue in office, and constitute the board of managers provided present offifor in this act, until their successors shall be elected at a tinue until meeting of the members of said association, to be called by the are elected at president thereof, after the passage of this act, for the purpose corporate of organizing thereunder. Such meeting may be called by ad- organization. vertisement for two (2) weeks in two (2) newspapers pub- When and lished in the State of Delaware, and also in two (2) newspapers published in the State of Maryland.

Make by

con

successors

meeting for

how called.

The Board to keep proper

SECTION 5. That the board of managers shall also keep, or books of the cause to be kept, proper books, in which shall be regularly en- corporation's

Inspection of same.

meeting.

LAWS OF DELAWARE

OF CORPORATIONS.

tered the transactions of the corporation, which books shall at all times be subject to the inspection of the stockholders, and they shall cause to be exhibited to the stockholders at their annual meeting, a statement of the affairs and doings of Statement at the association. And they may, from time to time, after reserving such sum or sums as they (the board of managers) shall decide to be reasonable, to meet the expenses and outlays necessary to the prosecution of the objects of the association, declare and pay to the stockholders thereof, so much of the surplus funds as they shall deem proper, provided that no such dividends shall be made or declared,except from the surplus funds of the association.

May pay dividends.

Proviso.

Employ officers, agents, &c.

SECTION 6. That the board of managers may appoint and employ such officers, agents, and servants, as they may deem necessary, and prescribe their duties, fix their compensations and secure their fidelity, as they shall deem proper. They may also appoint one or more special police to attend any fair or exhibition held by the association. It shall be the duty of hibitions of said special police to preserve order at and prevent all unlaw

May appoint

special police

to attend

fairs or ex

the association, and

preserve

order, &c.,

thereat.

ful interference with the conduct and progress of any such fair or exhibition, and for this purpose said "special police" shall be invested with all the powers which are possessed by constables and conservators of the peace, and shall have full aupolice within thority within the fair grounds of the association, and also

Powers of the special

certain bounds.

Arrest and removal of offenders.

within the distance of one-half (1) mile beyond, and surrounding said fair grounds, to arrest, and remove therefrom all disorderly persons whom they shall find disturbing the peace, or unlawfully interfering with the conduct and progress of any such fair or exhibition, and to carry the person or persons, as soon as convenient, before the nearest justice of the peace, to be dealt with according to law. Such special pensation police shall be compensated by the association, and may be and removal.

Their coin

The board may authorize any auctioneer licensed to sell else

removed at pleasure, by the board of managers.

SECTION 7. That the Board of managers of the association may, subject to such conditions and regulations as may be prescribed in the by-laws, authorize and permit any auctionwhere in this eer, licensed under the laws of this State to carry on the busState time, iness of auctioneering at any place within this State other within the than the fair ground of said association, to sell and offer for sale, at any time or times, within the said fair grounds, horses, cattle, and every kind of live stock, and farm and garden produce, &c. produce, or articles on exhibition of any kind whatsoever, and

OF CORPORATIONS.

also autho

at any fair,

me

ground of as

any person to

&c.

And further, the said board of managers may, subject to Board may such conditions and regulations as may be prescribed in the rize any perby-laws, authorize and permit any person or persons to exhibit son to exhibit any live stock, farm or garden produce or other personal prop- live stock, &c. erty, at any fair or exhibition held by the association, and to within fair sell or offer for sale within the fair grounds of the association, greations at any time during the continuance of any such fair or exhibi- ing fair; and tion, the property so exhibited or any part thereof, and also keep eating authorize and permit any person or persons to keep any eating within same, house or eating houses, in any dining or refreshment saloon or during fair, saloons, except for the sale of spirituous liquors, wines, porter, sale of cerale and beer, within said fair grounds, or to keep and provide for horses in any feed pen or pens for horses within said ground For such at any time during the continuance of any such fair or exhibi- purposes it tion, and for such purpose it shall not be necessary for any such necessary for exhibitor, eating house keeper, or keeper of horses and other tor, eating stock so authorized, to take out any license therefor, any law house keeper of this State to the contrary notwithstanding.

except for

tain liquors.

shall not be such exhibi

&c., to take out a license therefor.

&c., for, or

etc., within

SECTION 8. If any person shall make or keep any booth, Having stalls stall, tent, carriage or place for the purpose of selling or dis-selling liquor posing of, or shall sell, offer or dispose of, any spirituous liquors, one-half mile wine, porter, ale, beer, cider, bread, food, confectionery, refresh- of fairds. ment or other provisions or articles within one-half mile of the fair grounds of the association incorporated by this act, during the continuance of any fair or exhibition held by said association, excepting taverns and stores regularly established, such Exceptions. persons shall be deemed guilty of a misdemeanor, and shall be Misdepunished by a fine according to the discretion of the court. Fine. Provided, that nothing in this section shall conflict with section Proviso. 7 of this act.

meanor.

SECTION 9. That all the acts and doings of the said unin- Acts of the corporated association since its organization, are hereby legal-rated assoized and confirmed, and shall be taken and deemed in law and legalized, &c. equity to be the acts and doings of the corporation hereby created, and that all the property, rights, credits, effects, securities and other estate, real, personal and mixed, shall, imme- All the propdiately upon corporate organization at a meeting to be called, vest in the according to the provisions of section 4, of this act, become corporation the property of said corporation, and the right and title thereof this act as if shall be vested in the same, in the same manner, and to the originally same effect as if the said rights, credits, property, effects, se-i curities and other effects, real, personal or mixed, together with the right and title, had originally belonged to this corporation.