OF CORPORATIONS.

estate not to

or 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, provided that all debts incurred or liens suffered revert. by either of said corporations so consolidated and in force at Debts the time of such consolidation, shall be preserved unimpaired. band and the respective corporations may be deemed to continue preserved in existence to preserve the same, and all debts, liabilities them: how. and duties, public or private, of either of said corporations, shall tics&cof thenceforth attach to said consolidated corporation and be en- theirs to atforced against it to the same extent as if such debts, liabili- solidated ties and duties had been incurred or contracted by it.

against

What liabili

tach to con

corporation.

to

SECTION 7. Such consolidated company shall, as soon as Consolidated convenient after such consolidation, establish such offices as establish may be desirable, one of which shall be at some point within offices. this State on the line of its road, and may change the same One to be in at its pleasure, giving public notice thereof in some newspaper published on the line of said road.

Delaware.

SECTION 8. Suits may be brought and maintained against Suits against such consolidated company in any of the courts of this State, complidated for all causes of action, in the same manner as against other Suits against railroad corporations herein. If, at the time of such consoli- the respecdation, there shall be pending against either of the corporative corportions so entering into such consolidation, any action, suit or solidated. proceeding at law or in equity, the consolidated corporation How consolmay be made a party to such action, suit or proceeding, that idated comis to say, as plaintiff or complainant, by motion to the court, be made a and as a defendant or respondent, by a scire facias, to be issued thereto. at the suit of the adverse party or parties, and upon said consolidated corporation being so made a party, the action, suit Effect. 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.

pany may

party

SECTION 9. So much of the railroad of such consolidated Right of company, together with all other, its real estate and property consolidated as may be situated within this State, shall be subject to like not to be taxation, and assessed in the same manner and with like effect impaired . as property of other railroad corporations within this State, and nothing contained in this act or to be done under it shall,

Revocation.

Public act.

OF CORPORATIONS.

in any wise, affect or impair the exercise by this State of its
power of taxation.

SECTION 10. The Legislature reserves to itself the power
to revoke the corporate franchise of any company which may
at any time be organized under the provisions of this act.

SECTION 11. This act shall be deemed and taken to be a public act.

Passed at Dover, February 22, 1877.

CHAPTER 436.

RAILROADS.

AN ACT to incorporate the Delmar and Millsborough Railroad Company.

SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, (with the concurrence of two-thirds of each branch of the Legislature,) That Joseph Ellis, of W., John Ward, George H. Hearn, Levi C. Calaway, Benton H. Gordy, Cyrus Ward, Joseph G. White, Elijah H. Warrington, Cyrus W. Cannon, Lamberson Collins, Isaac B. Short, Shadrach Short, Elijah Hudson, John B. Gunby, Isaac Wooten, Samuel J. Gray, William E. Cannon, Elijah W. Collins, Elijah C. Short, William S. Phillips, William H. Betts, Tilman S. Johnson, Joshua Phillips, Joseph S. Jones, Samuel B. West, Isaac S. Jones and James R. Legates, be and they are hereby, appointed commissioners, to do and perform the several things hereinafter for spock sub-mentioned: that is to to say, they or a majority of them shall procure and cause to be opened, at such times and places and on such notice as they may deem proper, suitable books for subscriptions to the stock of The Delmar and Millsborough Railroad Company, and they shall permit all persons of lawful age to subscribe in said books, in their own names or in the name of any other person or company who may authorize the same, for any number of shares in said stock. The capital stock of said company shall not exceed five hundred thousand

Commissioners to

open books

Notice.

Who may subscribe. Capital stock.

1

OF CORPORATIONS.

dollars, divided into twenty thousand shares of twenty-five Shares. dollars each.

tion.

Powers.

SECTION 2. And be it further enacted, as aforesaid, That when and as soon as four hundred shares of capital stock in said company shall be subscribed as aforesaid, the subscribers, their successors and assigns shall be, and they are, hereby, declared to be incorporated by the name and title of The Delmar Incorporaand Millsborough Railroad Company, and, by the same name, Name. the subscribers shall have perpetual succession, and be able Perpetual to sue and be sued, plead and be impleaded in all courts of succession. record and elsewhere, and to purchase, receive, have, hold and enjoy to them and their successors, real and personal estate of every kind whatsoever, and the same to grant, mortgage, sell, aliene and dispose of, and to declare dividends of Dividends. such portions of the profits of the company as they may deem proper; also to make and have a common seal, and the same to alter and renew at pleasure, and also to make and ordain by-laws and regulations for the government of the said corporation not inconsistent with the constitution and laws of the United States or of this State, and generally to do all and singular the matters and things which to them it shall lawfully appertain to do for the well being and ordering of the same. Provided, that nothing herein contained shall confer any Proviso banking privileges on the said company, or any other liberties, franchises or privileges but those which are properly incident to such a corporation.

tion; when,

Notice.

SECTION 3. And be it further enacted as aforsaid, That as Meeting for soon as four hundred shares shall be subscribed as aforesaid, organizathe said commissioners, after giving at least ten days' notice where. thereof in two or more newspapers published in this State, shall call a meeting of the said subscribers at Lowe's Cross Roads, to organize the said company by the choice and appointment of officers as hereinafter mentioned.

SECTION 4. And be it further enacted as aforesaid, That Annual there shall be an annual meeting of stockholders on the second stockholders: Monday in January, in every year, at Lowe's Cross Roads, for when, where. the purpose of electing directors and for the transacting of other business. In all meetings of the stockholders regularly Quorum. convened, those present may proceed to business, and all questions shall be determined by a majority of the votes given. All elections by stockholders shall be by ballot and all votes Manner of shall be given in person or by proxy, and each share of stock voting. shall entitle the owner to one vote. Occasional meetings of Other mest

1

526

Election of
sever direct-
ors; when.

cations.

Manner of conducting elections.

OF CORPORATIONS.

the stockholders may be called, and at such places as the president and directors may deem expedient.

SECTION 5. And be it further enacted as aforesaid, That at the first meeting of the stockholders to be held under the call of the said commissioners, and every annual meeting of the stockholders to be held thereafter, as aforesaid, they shall

Their qualifi- elect seven directors, a majority of whom shall be citizens of this State, and all of them stockholders in the said company. The first election of directors shall be conducted by two of the said commissioners, as the judges thereof, and all subsequent elections of said officers shall be conducted by two of the stockholders not in the Board, to be appointed by the directors, for the time being, as judges for that purpose. The directors, imDirectors to mediately after their election, shall proceed to choose one of

choose a president. Terms.

Secretary
and treas-

urer.

Term.

Bond of
treasurer.

Quorum.

Chairman
pro tem.

Vacancies;
how filled.

Meetings of
Board:
where held.

Their
powers.

their number to be president of their company, and of the said Board; and their term of office shall be until the annual meeting of the stockholders, succeeding their election, and until their successors shall be duly chosen. The directors shall also appoint, immediately after their election, a secretary and treasurer of the said company, who shall continue in office for the term as aforesaid, and until their successors shall be duly appointed, unless sooner removed for a sufficient cause by the directors. They shall require of the treasurer, on his appointment, a bond with sufficient security for the proper performance of the duties of his office, and the faithful discharge of the trust reposed in him by the said company. A majority of the whole number of directors shall constitute a quorum for the transacting of business, and in the absence of the president, may appoint a chairman of the Board pro tempore. Vacancies in the Board of directors, and in the offices of president, secretary and treasurer, may be filled by the remaining directors, to continue as aforesaid.

SECTION 6, And be it further enacted as aforesaid, That the said president and directors shall hold their meetings at Lowe's Cross Roads, and in such other places as they may deem expedient on the line of the said road, and the said directors shall have the general direction, conduct, and management of the property, business and operations of the said company, and for that purpose shall have power to appoint, engage, and employ all such officers and agents, engineers, contractors, workmen and laborers,as they shall deem necessary, and to fix salaries of all officers in the corporation, and the compensation and wages of all persons employed by them as aforesaid, and take bond from them or any of them, with security for the faithful performance of their duties, or contracts, to procure such ma

OF CORPORATIONS.

Raise the

property of

terials, erect such structures and buildings, and to purchase or employ such engines, cars, and other equipments and supplies for the road, and for that purpose to make and enter into such contracts and agreements with other persons and companies as they may consider expedient and proper and best adapted to promote the objects and subserve the interests of the said company. They shall have full power to do all acts that may be necessary to effect the purposes for which the said company is hereby incorporated, and, to this end, raise the capital stock capital stock. and funds of the said company, and to bind by their contracts Bind all under the seal of their corporation and the hand of the presi- the comdent, all the property and estate of the said company. They pany. shall also have the power to make and prescribe the by-laws and regulations for the government of the company, to provide certificates of stock under the seal of the company and the Certificates signature of the president, and countersigned by the secretary, for all the shares subscribed, and to prescribe the mode of assigning and transferring the same, and, generally, to do all such other matters and things as by this act and the by-laws and regulations of the company they shall be authorized to do.

of stock to

each sub

SECTION 7. And be it further enacted as aforesaid, That it Certificates shall be the duty of the president and directors to procure be issued to certificates of stock for all the shares subscribed in said com- sache pany, and cause the same signed, sealed and countersigned as aforesaid, to be issued to the subscribers therefor, which shall be assignable, at the will of the holder, in the method Assignable; prescribed in the by-laws of the company, and the assignee of any such certificate so transferred shall be a stockholder in Rights and said company, and shall be entitled to all the rights and assignees. emoluments incident thereto, and be subject to all the installments, forfeitures and penalties due or to to become due thereon, as the original subscriber would have been.

liabilities of

SECTION 8. And be it further enacted as aforesaid, That the subscribers to the said capital stock shall pay to the treasurer of the said company the installments on each share by them subscribed, as the same shall be, respectively, called in, pursuant to the public notice and call of the directors; and if any subscriber shall omit, for thirty days after any such call, to pay Penalty for any such installment at the time and place appointed in said delay in paynotice, he shall pay, in addition to the installment, at the rate ing installof two per cent. a month for the delay of such payment; or the on shares. shares so held by him, with all the previous installments paid thereon, may be declared forfeited to the company, at the Forfeiture; option of the directors. All sums of money which may accrue Suits for to the company under this section, may be sued for and re-penalty.