For what purpose. Ballot. Proxy. Occasional meetings. Directors. Elections. Term. CONCERNING RAILROADS. the purpose of electing Directors, and for the transacting of other business; in all meetings of the stockholders, regularly 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 shall be given in person or by proxy, and each share of stock shall entitle the owner to one vote. Occasional meetings of 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 at every annual meeting of the stockholders to be held thereafter, as aforesaid, they shall 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, immediately after their election, President. shall proceed to choose one of their number to be the 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. quorum for the transacting of business, and in the absence of the President may appoint a chairman of the board pro tempore. Vacancies. 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. Secretary and Treasu rer. Term. Bond of Meetings, where held. SECTION 6. And be it further enacted as aforesaid, That the said President and Directors shall hold their meetings in the village of Gumborough, and in such other places as they may deem Powers of 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 Directors. CONCERNING RAILROADS. 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 to take bond from them or any of them, with security, for the faithful performance of their duties or contracts; to procure such materials, 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 and funds of the said company, and to bind by their contracts, under the seal of their corporation and the hand of the President, all the property and estate of the said company. They shall also have the power to make and prescribe the by-laws and regulations for the gov- By-laws. ernment of the company; to provide certificates of stock under Certificates the seal of the company and the signature of the President, and countersigned by the Secretary, for all the shares subscribed; and to prescribe the mode of assigning and transferring the Assignment 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. of stock. of stock. SECTION 7. And be it further enacted as aforesaid, That it shall be the duty of the President and Directors to procure certificates Certificates of stock for all the shares subscribed in said company, and cause the same, signed, sealed, and countersigned, as aforesaid, to be issued to the subscribers therefor, which shall be assignable, at Assignable. the will of the holder, in the method prescribed in the by-laws of the company, and the assignee of any such certificate, so Rights of transferred, shall be a stockholder in said company, and shall be Assignee. entitled to all the rights and emoluments incident thereto, and be subject to all the installments, forfeitures and penalties, due or to become due thereon, as the original subscriber would have been. 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 Failure to shall omit for thirty days after any such call to pay any such install- Pay. ment at the time and place appointed in said notice, he shall pay, in addition to the installment, at the rate of two per cent. a month for the delay of such payment, or the shares so held by him, with all the previous installments paid thereon, may be declared for- Forfeiture. Installments How recovered. Proviso. CONCERNING RAILROADS. feited to the company at the option of the Directors; all sums of money which may accrue to the company under this section, may be sued for and recovered as debts of a like amount are recoverable by the laws of this State; Provided, That no stockholder shall be entitled to vote at any election, or in any meeting of the said company, on whose shares any installments shall have been due and payable more than thirty days previous to such election or meeting, and are still unpaid at that time. SECTION 9. And be it further enacted as aforesaid, That the said President and Directors shall from time to time make and declare Dividends. dividends of the nett profits of the business of the company, or of such portions of such profits as they may deem advisable, the When de- times for which shall be fixed by the by-laws, and public notice thereof shall be given by them, and at each annual meeting of Statement of the stockholders, it shall be the duty of the President and Directors of the preceding year, to submit, to report, and to exhibit to them a full and correct statement of the proceedings and affairs of the company for that year. clared. Notice. affairs of company. located, where. To unite with Del. R. R. SECTION 10. And be it further enacted as aforesaid, That the Read to be said company be, and they are hereby authorized to survey, locate and construct a railroad, with one or more tracks, from any point on the Delaware Railroad, on the north side of Broad Creek, to a point [on] the line dividing the State of Delaware and Maryland, near Bethel Methodist E. Church, and to connect or unite the same with the Delaware Railroad, with the assent of the Delaware Railroad Company, upon such terms and conditions as shall be agreed upon between the two companies, to be reduced to be in wri- to writing and authenticated under the seals of the said companies, and also to unite this said railroad with any other railroads which may hereafter be constructed in this State, or in the State of Maryland, upon such terms and conditions as may be agreed upon between the companies uniting or connecting, to be authenticated in like manner. Conditions ting. To unite with other railroads. Refusal of owner to al materials to Application Court or SECTION 11. And be it further enacted as aforesaid, That whenlow land and ever any land, earth, sand, gravel, or other materials, necessary be taken. to be taken and used in the construction of the said railroad, cannot be procured or purchased of the owner thereof by agreement to Superior between him and the company, the latter may* to the Superior Judge. Court of Sussex county or to any Judge thereof in vacation, first giving the other party at least five days notice in writing of the intended application, if within the State, and the said court Freeholders or judge shall appoint five judicious and impartial freeholders to view the premises and assess the damages which the owner or owners will sustain by reason of the said railroad passing through it in taking and using the same. The said freeholders shall be Notice. to assess Jamages. * So in enrolled bill. CONCERNING RAILROADS. Sworn. Notice of Report sworn or affirmed before some Judge, Justice of the Peace, or Notary Public, before entering upon the premises, faithfully and impartially to perform the duty assigned them, and they shall give ten days written notice to the owner or owners of the premises, if within the State, and the same to the President of freeholders. the company of the time of their meeting for the discharge of their duty, which shall be upon the premises, and they shall make report in writing, under their hands or the hands of a majority of them, to both parties; but if either party be dissatisfied with the damages so assessed, such party may, on application to the Prothonotary of the Superior Court in and for Sussex county, within thirty days after such assessment, sue out a writ of ad Ad quod quod damnum, requiring the Sheriff, in the usual form, to inquire of twelve impartial men of his bailiwick of the damages aforesaid, and their report shall be final; whereupon the damages so Final. assessed being paid by the company to the party entitled, or into court for his or her use, whether they be under any disability, or ment of in or out of the State, the title to the land and premises described title of comand condemned in said report, for the purposes aforesaid, shall pay absobe absolutely vested in the said company, their successors and assigns. The fees of the freeholders and the Prothonotary in all Fees. such proceedings shall be fixed by the court, and in all cases whom. shall be paid by the company. damnum. Upon pay damages, Paid by SECTION 12. And be it further enacted as aforesaid, That it shall be the duty of the said company to construct and keep in repair, good and sufficient passages across such railroad, where any public road shall cross the same, so that carriages, horses, persons and cattle shall not be obstructed in crossing said rail- Crossings road; it shall likewise be the duty of the said company, when the said railroad shall intersect any farm, to provide and keep in repair a suitable passage across the said railroad for the use of said farm. Civil action SECTION 13. And be it further enacted as aforesaid, That if Damages or any person or persons shall wilfully and intentionally damage or obstructions. obstruct the said railroad, or any part thereof, or any part of the works and property of the said company, they shall be liable to the company, in a civil action, for double the damages sustained; for. and shall, moreover, be guilty of a misdemeanor, and on indict- Indictment ment and conviction, shall be fined not exceeding one thousand Fine. dollars, at the discretion of the court. for. SECTION 14. And be it further enacted as aforesaid, That if, Non-election at any time, an election of officers of the said company shall not of officers. be held and had pursuant to the provisions and appointment of this act, the corporation shall not, for that cause, be deemed to be Corporation . dissolved; but it shall be lawful to hold and have such election, ved. at any time afterwards, on giving ten days notice thereof in two not dissol Notice of election. CONCERNING RAILROADS. newspapers published in this State, of the time and place of Vacancies holding such election; and it shall be lawful for the Governor of supplied by the State, for the time being, to supply any vacancies which may Governor. occur among the commissioners appointed by this act. tal Stock. When. SECTION 15. And be it further enacted as aforesaid, That the Tax on Capi. Said company shall pay semi-annually into the Treasury of the State, a tax at the rate of one half of one per cent. per annum on the capital stock of the company actually paid in, whenever the business of the company shall, over and above its liabilities or expenses, yield to the stockholders a profit or dividend on such stock equal to the rate of six per centum per annum. SECTION 16. And be it further enacted as aforesaid, That this Public act. act shall be deemed and taken to be a public act, and may be pleaded and given in evidence as such in all courts of law and equity in this State, and that this charter shall be deemed and Perpetual. held to be perpetual, or without limitation as to the time, subject nevertheless to the power of revocation, for the misuse or abuse of its privileges by the said company, which is hereby reserved. to the Legislature. Revocation. Passed at Dover, February 1, 1866. 12 Vol. 136. 12 Vol. 136. CHAPTER 42. WILMINGTON AND BRANDYWINE RAILROAD. SEC. 1. Merger of Delaware and Pennsylvania 2. Joint agreement of companies merg- 3. When merger perfected, the several com- SEC. 4. Rights, privileges, franchises and debts of said companies vested in new corporation. 5. Of the refusal of stockholders to convert their stock into stock of the consolidated company. 6. New corporation authorized to receive subscriptions, and issue additional shares of stock. A further Supplement to an act entitled, “An Act to incorporate the SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, (twothirds of each branch thereof concurring,) That it may and shall be lawful for the Delaware and Pennsylvania State Line Railroad Company, a corporation created by acts to which this a supple |