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William T. Elliott, James H. Tyer, Clement C. Hearn, Joseph G. White, Benton H. Gordy, William E. Cannon, George W. Cary and James W. Smith 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 procure and cause to be opened at such times and places, and on such Duties. notice as they may deem proper, suitable books for subscriptions to the stock of the Gumborough and Berlin 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 Capital stock exceed five hundred thousand dollars, divided into twenty thousand shares of twenty-five dollars each.
SECTION 2. And be it further enacted as aforesaid, That when and as soon as one thousand shares of capital stock in said company shall be subscribed as aforesaid, the subscribers, their suc- Incorporated cessors and assigns, shall be and they are hereby declared to be when. incorporated by the name and title of the Gumborough and Berlin Railroad Company, and by the same name the subscribers shall have perpetual succession and be able to sue and be sued, Powers. plead and be impleaded, in ali courts of 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, alien, and dispose of, and to declare dividends of 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, Proviso. • That nothing herein contained shall confer any banking privileges on the said company, or any other liberties, franchises or privi. leges but those which are properly incident to such a corporation.
SECTION 3. And be it further enacted as aforesaid, That as soon as one thousand shares shall be subscribed, as aforesaid, the said commissioners, after giving at least ten days notice thereof in Meeting of two or more newspapers, published in this State, shall call a meet. When. ing of the said subscribers in Gumborough, 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 there shall be an annual meeting of stockholders, on the second Mon- When. day in January, in every year, in the village of Gumborough, for
For what purpose.
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 Proxy.
person or by proxy, and each share of stock shall entitle the Occasional 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, 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. and stress. 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. Vacancies in the board of directors, and in the offices of Presi
dent, 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 in the vil
lage 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
Meetings, where held.
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 Certificaten 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.
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 shali 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.
When declared. Notice.
affairs of company.
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 reProviso. coverable 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 of the nett profits of the business of the company, or of such portions of such profits as they may deem advisable, the 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 Direc
tors 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.
SECTION 10. And be it further enacted as aforesaid, That the Road 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 Conditions
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 compa
nies, and also to unite this said railroad with any other railroads waitheather 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 authenti
cated in like manner. Refusal of
SECTION 11. And be it further enacted as aforesaid, That whenmaterials td ever any land, earth, sand, gravel, or other materials, necessary
to be taken and used in the construction of the said railroad, canApplication
not be procured or purchased of the owner thereof by agreement to Superior between him and the company, the latter may* to the Superior
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 * So in enrolled bill.
To unite with Del. R. R.
owner to al
to assess damages.
title of com
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
damages, in or out of the State, the title to the land and premises described and condemned in said report, for the purposes aforesaid, shall pary 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.
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. 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.
SECTION 13. And be it further enacted as aforesaid, That if 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.
SECTION 14. And be it further enacted as aforesaid, That if, 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