533

OF CORPORATIONS.

CHAPTER 439.

RAILROADS.

A further additional supplement to the act entitled "An act to incorporate Vol. 9, 17. the Delaware Railroad Company."

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

pur

tate; where;

SECTION 1. That the corporation created by the act to Company which this is a supplement, shall have full power to purchase chay Purd and hold such real estate within this State, either on the line hold real esof its roads or any of its branches, or any other roads con-when. necting therewith, as may be, by its directors, deemed necessary for the business purposes of the said corporation or any of its works.

Passed at Dover, March 20, 1877.

CHAPTER 440.

RAILROADS.

AN ACT providing for the consolidation of the Junction and Breakwater
Railroad Company, and the Breakwater and Frankford Railroad Com-
pany with each other, and with other railroad companies in Maryland and
Virginia.

SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, Joint agree(two-thirds of cach branch of the General Assembly concurring ment for con therein,) That it shall and may be lawful for the directors of companies the Junction and Breakwater Railroad Company, and the di- authorized. rectors of the Breakwater and Frankford Railroad Company, corporations created by this State, to enter into a joint agreement under the corporate seal of each company, for the consolidation of said companies and railroads, and prescribing

:

OF CORPORATIONS.

Its provis the terms and conditions thereof, the mode of carrying the same into effect, the name of the consolidated corporation, the number and names of the directors and other officers thereof, and who shall be the first directors and officers, and their places of residence, the number of shares of the capital stock, the amount or par value of each share, and the manner of converting the capital stock of each of the said companies into that of the consolidated corporation, and how and when directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization, and the consolidation of said companies or railroads. Said agreement shall be submitted to the stockholders of each of

Separate meetings of

coinpanies to

stockholders the said companies or corporations at a meeting thereof, of respective called, separately, for the purpose of taking the same into conconsider said sideration, due notice of the time and place of holding such agreement. meeting and the object thereof shall be given by written or

Notice of time and place;

how given.

Manner of
voting on
agreement

sary to adopt.

printed notices addressed to each of the persons in whose names the capital stock of said companies stands on the books thereof, and delivered to such persons, respectively, or sent to them by mail when their postoffice address is known to the company, and also by a general notice published for, at least, two weeks in one newspaper in each of the counties of Sussex and Kent, and at the said meeting of stockholders the agreement of the said directors shall be considered, and a vote, by ballot, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, and said Vote necces- ballots shall be cast in person or by proxy, and if two-thirds of all the votes of all the stockholders shall be for the adoption of said agreement, then that fact shall be certified thereon by the secretary of the respective companies under the seal thereof, and the agreement so adopted, or a certified Agreement; copy thereof, shall be recorded in the office of the recorder of deeds in each of the counties aforesaid, and shall from thence be deemed and taken to be the agreement and act of consolidation of the said companies, and shall also be conclusive evidence of, evidence of the due performance of all acts necessary to such what. consolidation, and a copy of the record of said agreement and be evidence act of consolidation duly certified by the recorder of deeds in of corporate either of said counties under his seal of office, shall be eviconsolidated dence of the corporate existence of said consolidated corporcorporation. ation.

How certi-
fied.

where re-
corded.

Conclusive

What shall

existence of

Effect of such
consolida-
tion.

SECTION 2. Upon the making and perfecting the agreement and act of consolidation as provided in the preceding section, and recording the same as aforesaid, the aforesaid corporations, parties thereto, shall be deemed and taken to be one corporation by the name provided in said agreement and act,

OF CORPORATIONS.

possessing within this State all the rights, powers, immunities, privileges and franchises, including the power to borrow money and secure the same by bond and mortgage of all its property and franchises, and subject to all the restrictions, disabilities, liabilities and duties of each of such corporations so consolidated.

535

property &c.,

consolidated

SECTION 3. Upon the consummation of said act of consolida- Further tion as aforesaid, all and singular the rights, privileges and effect. franchises of each of said corporations, parties to the same, All rights, and all the property, real, personal and mixed, and all debts pranchises, due on whatsoever account, as well as of stock subscriptions of respective and other things in action, belonging to each of such corpor- to vest in ations, shall be taken and deemed to be transferred to and corporation vested in such consolidated corporation without further act or without fur deed, and all property, all rights of way, and all and every other interest shall be as effectually the property of the consolidated corporation as they were of the respective corporations so consolidated, and the title to real estate, either by deed or otherwise, under the laws of this State, vested in either of such corporations, shall not be deemed to revert or be in any Their real way impaired by reason of this act, provided that all rights of estate not to creditors and all liens upon the property of either of said cor- Debts and porations, shall be preserved unimpaired, and the respective liens to be corporations may be deemed to continue in existence to pre against serve the same, and all debts, liabilities and duties, public or What liabiliprivate, of either of said companies, shall thenceforth attach ties &c., of to said consolidated corporation and be enforced against it theirst to the same extent as if said debts, liabilities and duties had consolidated been incurred or contracted by it.

revert.

preserved

them; how.

to at

corporation.

ces.

SECTION 4. Such consolidated company shall, as soon as Consolidated convenient after such consolidation, establish such offices as establish offmay be desirable, one of which shall be at some point in this State, on the line of its road, and may change the same at One to be in pleasure, giving public notice thereof in some newspaper published on the line of said road.

Delaware.

SECTION 5. Suits may be brought and maintained against Suits against such consolidated company in any of the courts of this State, company. for all causes of action, in the same manner as against other railroad companies herein. If, at the time of the consolida-Suits against tion of said two corporations under the provisions of this act, corporati there shall be pending against either of them, any action, suit consolidated. or proceeding at law, or in equity, the consolidated corpora- How consol tion may be made a party to such action, suit or proceeding, pany may be that is to say, as a plaintiff or complainant, by motion to the made pa

Effect

Consolidated company to

OF CORPORATIONS.

court,and as a defendant or respondents by a scire facias, to be issued at the suit of the adverse party or parties, and upon said consolidated corporation being so made a party, the action, suit, or proceeding shall proceed as if such consolidated corporation were an original party, and the court shall have full power to make such order or decree, or to render such judgment, as to right and justice shall appertain.

SECTION 6. The road of said consolidated company, and all be subject to its real estate and other property, shall be subject to like tax

tax laws of State.

When stockholders of

either com

idated may petition to

damages es

appraisers.

ation, and assessed in the same manner and with like effect as property of other railroad companies within this State.

SECTION 7. Any stockholder of either of the two companies hereby authorized to consolidate, who shall refuse to convert pany consol- his stock into the stock of the consolidated company, may, at any time within thirty after the adoption of the said court to have agreement of consolidation by the stockholders, as in this timated by act provided, apply by petition to the Superior Court of the county in which the chief office of said company may be kept, or to a judge of said court in vacation, if no such court sits within said period, on reasonable notice to said company, to application. appoint three disinterested persons to estimate the damage, if any, done to such stockholder by said proposed consolidaAward final. tion, and whose award or that of a majority of them when confirmed by the said court, shall be final and conclusive, and the persons so appointed shall also appraise said stock of such stockholder at the full market value thereof, without regard to any depreciation or appreciation in consequence of the said Consolidated consolidation, and the said company may, at its election,

Notice of

Value of stock shall also be appraised; how.

company

may pay

either pay to the said stockholder the amount of damages so damages or found and awarded, if any, or the value of the stock so ascertained and determined, and upon the payment of the value of the stock as aforesaid, the said stockholder shall transfer the stock

appraised value of

stock.

When said

transferred to said com. pany.

stock shall be so held by him to said company to be disposed of by the directors of said company, or to be retained for the benefit of the remaining stockholders, and in case the value of said stock as aforesaid is not so paid within thirty days from the filing of the said award and confirmation by said court, and notice to said company, the damages so found and confirmed shall be a judgment against said company, and collected as

When and how said damages shall be secured and recovered

against com- other judgments in said court are by law recoverable.

pany.

SECTION 8. That it shall and may be lawful for "The Junction and Breakwater Railroad Company," and "The Breakwater and Frankford Railroad Company," corporations created by this State, to consolidate their capital stock, franchises

OF CORPORATIONS.

consolidated

date their

chises and

with that of

company of

panies may

com

and property with each other, as hereinbefore provided, so as The said two to form one company, and it shall and may be lawful for the companies said companies at the same time, or for the corporation formed may consoliby the said consolidation of the said two companies at any sub- stock, fransequent time, to consolidate the capital stock, franchises and property property of the said two companies, or of the corporation the Wortes formed by their consolidation as aforesaid, with the capital ter Railroad stock, franchises and property of the Worcester Railroad Maryland. Company, "a corporation created by the State of Maryland, and it shall and may be lawful for the said three companies And the said at the same time, or for the corporation formed by the said idated comconsolidation of the said three companies at any subsequent also consol time, to consolidate the capital stock, franchises and property date simi of the said three companies, or the corporation formed by any Railtheir consolidation, as aforesaid, with the capital stock, fran-pany of Virchises and property of any railroad company created by the ginia; when. State of Virginia having now or at that time, authority to effect a like consolidation, and whose road shall form a connected or continuous line of railroad with the road of the said "The Worcester Railroad Company," any such consolidation may be made and effected in the mode hereinbefore prescribed Mode for the consolidation of "The Junction and Breakwater Rail-consolida road Company" and "The Breakwater and Frankford Rail- tions. road Company" mentioned in the preceding sections of this act, and shall have the same effect, and shall be subject to all Effect. the restrictions, conditions and provisions hereinbefore contained, whether in regard to the preservation of the rights of creditors and liens, the power of taxation, the remedy for objecting stockholders, or otherwise howsoever; and all and every the provisions of this act regulating the mode, opera- Provisions of tion, effect and consequence of the consolidation of companies lectioning or corporations in the preceding sections of this act shall apply plicable to to and be in force in regard to any consolidation provided for idations. by this section, and to any corporation that may be formed

thereby.

of ef

fecting such

preceding

consol

SECTION 9. That nothing in this act contained shall, in any - This actim wise, affect the validity or impair the lien of the mortgages pair the lien which this State holds against "The Junction and Break- of certain water Railroad Company," and "The Breakwater and Frank- held by ford Railroad Company."