Annual report. OF CORPORATIONS. charter, or to the contitution and laws of this State or of the United States. The directors shall submit to the stockholders, at the close of every fiscal year, a report of the transactions and business of the company during the preceding year, and shall Dividends declare, from time to time, and pay,such dividends out of the profits and earnings thereof as they shall deem expedient. Capital stock personal property. Location of principal office. SECTION 5. And be it further enacted, as aforesaid, That the capital stock of the said company shall be personal property, and shall be certified, held, transferred or assigned, according to the provisions of the by-laws. SECTION 6. And be it further enacted, as aforesaid, That the principal office for the transaction of the business of the company shall be in the city of New York. SECTION 7. And be it further enacted, as aforesaid. That this act shall continue in full force and effect for twenty years from the date of passage, and no longer, unless it shall, in the meantime, be renewed and re-enacted. It shall be deemed Public act. and taken to be a public act, and shall be published as such. Revocation. The power is hereby reserved to the Legislature to revoke this charter. Passed at Dover, February 24, 1875. CHAPTER 126. Preamble CORPORATIONS. AN ACT to authorize the trustees of the Methodist Protestant Church in WHEREAS, it is represented to the General Assembly, by the petition of members and congregation of the Methodist Protestant Church of Seaford, that it is desirable, for the welfare of said congregation, that a part of the "parsonage lot" and tenant house thereon, should be sold, so as to enable the said congregation to relieve themselves from a burdensome debt, they having still left of said lot a very commodious property for the use of their minister; therefore, OF CORPORATIONS. of the M. P. Seaford to SECTION 1. Be it enacted by the Senate and House of Repre- The trustees sentatives [of the State of Delaware] in General Assembly met, Church in That the trustees of the M. P. Church of Seaford or any three sell part of a of them shall, on or before the first day of May next, sell at certain lot, public auction, to the highest bidder, the southern part of the parsonage lot, fronting forty feet on Cannon street, and running back the same width to Pearl street, together with the buildings thereon, after giving ten days' notice of said sale by Notice of advertisements (printed) posted up in at least five of the most public places in Seaford hundred, and make and convey a good title by deed or otherwise, to the purchaser or purchasers thereof. The proceeds of said sale to be first applied to the payment of Application any debts that may be against said trustees as such, and the of proceeds. remainder, if any, to go in the general fund of said church or congregation. Passed at Dover, February, 25, 1875. sale. CHAPTER 127. CORPORATIONS. AN ACT to incorporate the Peninsula Agricultural and Mechanical Society. Commis SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, sioners. (two-thirds of each branch concurring therein,) That E. L. Martin, G. W. S. Nicholson, Robert Lambden, George O'Neal, W. F. Townsend, C. A. Connaway, George P. Hitch, Levin S. Hitch, P. C. Matthews, John M. Elliot, Jacob G. Cannon and James H. Windsor, be and they are hereby appointed commissioners to do and perform the several things hereinafter mentioned, that is to say; they or a majority of them shall, on or before the first Wednesday in January next, or at such other time as the commissioners may deem expedient prior to the first day of January A. D. 1876, procure a sufficient number of To open subsuitable books which shall be opened at such time or times, scripto place or places, as they think proper, in which the following scription Form of subscription. Notice. Who may subscribe, and how. Incorporation. Name. Corporate powers. Proviso. OF CORPORATIONS. entry shall be made: We whose names are hereunto sub- SECTION 2. And be it further enacted by the authority aforesaid, That when, and as soon as two hundred shares shall be subscribed, the subscribers, their successors and assigns, shall be and they are declared to be incorporated by the name, style and title of The Peninsula Agricultural and Mechanical Society Company; and by the same name the subscribers shall have perpetual succession, and be able to sue and be sued, plead and be impleaded in all courts of record and elsewhere, and to purchase, secure, have, hold and enjoy, to them and their successors, lands, tenements and hereditaments, goods, chattels and all estate, real, personal and mixed, of what kind or quality soever; and the same, from time to time, to sell, mortgage, grant, aliene, or dispose of, and to make dividends of such portion of the profits as they may deem proper; and also to make and have a common seal, and the same to alter or renew at pleasure; and also, to ordain and establish and enforce such by-laws and regulations as shall be deemed necessary and convenient for the government of the said corporation, not being repugnant to the constitution and laws of this State, and of the United States; and generally to do all and singular, the matters and things which to them it shall lawfully appertain to do, for the wellbeing and ordering of the same; provided, that nothing herein contained, shall be considered as in any giving to the said corporation any banking privileges whatever, or any other liberties, privileges or franchises but such as may be necessary, or incident to the making and proper management of the said company. *So enrolled. * OF CORPORATIONS. elect direc other offi SECTION 3. And be it further enacted, That the commissioners aforesaid, as soon as conveniently may be, after two hundred shares shall be subscribed, as aforesaid, shall give notice in five public places of Sussex county, at least ten days of the time Notice. for the subscribers to meet in Laurel, in order to organize Meeting to the said company, and to choose by a majority of votes of the tors, presisaid subscribers, by ballot, to be given in person or by proxy, dent, and twelve directors, a treasurer, and such other officers as shall cers. be deemed necessary, and also a president, vice-president and secretary. The directors, being first sworn or affirmed well directors first and faithfully to discharge the trust reposed in them, shall chosen. conduct the business of said company until the first Wednesday in January, in the year of our Lord, one thousand eight hundred and seventy-six, and until like officers shall be chosen ; and may make such by-laws, rules and regulations, as Powers. are not repugnant to the constitution and laws of the State of Delaware, and the United States, and that may be necessary to the well-governing the affairs of the company. Term of the meetings. office. SECTION 4. And be it further enacted, That the stockhold- Annual ers shall meet on the first Wednesday in January, A. D. one when thousand eight hundred and seventy-six, and in every year thereafter, at the town of Laurel, of which notice shail be Notice. given at least ten days by the secretary, in manner before Officers. mentioned, and choose, by a majority of votes present, their How elected. officers for the ensuing year, as mentioned in the third section of this act, who shall continue in office one year and until others are elected; and at such other times as they may be Term of summoned by the directors, in such manner and form as shall be prescribed by the by-laws, at which annual or special meetings they shall have full power to make, alter or repeal, Powers. by a majority of votes, in manner aforesaid, all such by-laws, rules and regulations as aforesaid, and to do and perform every other corporate act; and the number of votes to which each stockholder shall be entitled, shall* according to the number of shares he shall hold, each share entitling him to one vote, but no share shall confer a right of suffrage, which shall not be entitled to held two months prior to the day of election, nor unless it be holden by the person in whose name it appears, absolutely and bona fide in his own right, or right of his wife or of his or Restrictions. her sole use and benefit, or as executor or administrator, trustee or guardian, or in the right, and for the use and benefit, of some co-partnership, corporation or society, of which he or she may be a member, and not in trust for and to the use and benefit of any other person; and in all voting by proxy, the Proxy. attorney shall be legally constituted under the hand and seal stituted. *So enrolled. Each share of stock one vote. How con Election. How conducted. Failure to elect officers not to dis solve 'OF CORPORATIONS. of the party, and the authority authenticated by the signatures to two witnesses to its execution. SECTION 5. And be it further enacted, That the election of officers provided for in the preceding section shall be conducted in the following manner that is to say; the directors for the time being shall appoint two of the stockholders not being directors, to be judges of the said election, and to conduct the same, after having severally taken and subscribed an oath or affirmation before a judge off justice of the peace, well and truly and according to law, to conduct said election and said judges shall decide upon the qualification of the voters, and when the election is closed, shall count the votes, and declare who has been elected, and if it shall at any time happen that an election of president, directors, treasurer or other officers shall not be made, the corporation shall not, for that cause, be deemed to be dissolved, but it shall be lawful to hold corporation. and make such election of president, directors, treasurer or other officers on the same day, or any day thereafter by giving at least ten days' notice signed by the president or secretary in manner before mentioned of the time and place of holding said election, and the president, directors and other officers of the preceding year, shall, in that case, continue to act, and be invested with all powers belonging to their respective situations, until another election shall take place. In case of the death, resignation or removal from the State, of any president, director, or other officer, his place shall be filled by the board of directors until the next annual election, Provided, the removal of a director from this State may not operate to vacate his place, should there be a majority still residing in the State. The president and directors shall always be sworn or affirmed, well and faithfully to discharge the trust reposed in them. Election on ten days' notice. Officers to continue until election. Vacancies. Proviso. Removal from State not to create vacancy. When. Meetings.. Quorum. SECTION 6. And be it further enacted, That the said presWhere held. ident and directors shall hold their meetings in the town of Laurel, or such other place as the directors shall deem expedient, and when met, seven shall be a quorum, who, in absence of the president, may choose a chairman, and the said directors shall annually appoint superintendents and other artists and officers as they shall deem necessary to carry on the intended work, and to fix their salaries and wages, to ascertain the times, manner and proportion in which the said stockholders shall pay the money due on their respective shares, to draw orders on the treasurer for the same, which shall be signed Powers of directors. Salaries. Payments for stock. Orders. *So enrolled. ¡So enrolled. *So enrolled |