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Notice of election.

newspapers published in this State, of the time and place of Vacancies holding such election; and it shall be lawful for the Governor of supporodnby the State, for the time being, to supply any vacancies which may

occur among the commissioners appointed by this act.

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 tal Stock.

State, a tax at the rate of one half of one per cent. per annum on When.

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 Revocation.

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.

Passed at Dover, February 1, 1866.



12 Vol. 136.

Sec. 4. Rights, privileges, franchises and debts Sec. 1. Merger of Delaware and Pennsylvania

of said companies vested in new corState Line Railroad Co. with any R.

poration. R. Co. in Penn.

5. or the refusal of stockholders to convert 2. Joint agreement of companies merg

their stock into stock of the consoliing

dated company. 3. When merger perfected, the several com- | 6. New corporation authorized to receive panies to be deemed one corporation.

subscriptions, and issue additional shares of stock.

12 Vol. 136.

A further Supplement to an act entitled, “An Act to incorporate the

Wilmington and Brandywine Railroad Company," passed ai Dover,
March 5, 1861.

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



ment, to merge and consolidate its capital stock, franchises, and Merger of D. property, with the capital stock, franchises and property, of any R. B.Co. other railroad company or companies, or corporations, organized r. Co. in Pa or operated, or having the authority to be organized or operated under the laws of the State of Pennsylvania, whenever the rail. When. roads of the companies or corporations so to be merged or consolidated, shall form with each other, or by means of any intervening railroad, a continuous line of railroad to extend from any point at or near the City of Wilmington, towards or into the coal and lime regions of said State. Provided, That nothing in Proviso. this act shall be taken to authorize the said merger or consolidation, unless the laws of said State of Pennsylvania shall authorize a like consolidation or merger ; Provided further, That no Further prointerpretation shall hereafter be given to this act to authorize the merger or consolidation of said Delaware and Pennsylvania State Line Railroad with the railroads of this State.

SECTION 2. And be it further enacted by the authority aforesaid, That the said consolidation and merger shall be made under the ment of comconditions, provisions and restrictions, and with the powers here- Ing. after mentioned and contained in this act, that is to say: First. The directors of the several corporations or companies proposing to merge or consolidate may enter into a joint agreement, under the corporate seal of each company or corporation, for the merging or consolidation of the said companies, corporations or railroads, and prescribing the terms and conditions thereof; the mode of carrying the same into effect; the name of the new corporation ; the number and names of the directors, and other offi. cers 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 or corporations into that of the new corporation; and how and when directors and officers shall be chosen; with such other details as they may deem necessary to perfect such new organization, and the merger or consolidation of such companies, corporations or railroads. Second. The said agreement shall be sub-Agreement mitted to the stockholders of each of the said companies or cor- stockholders porations, at a meeting thereof, called separately, for the purpose poration sepof taking the same into consideration; due notice of the time and arately. place of holding such meeting, and the object thereof, shall be meeting. given by written or printed notices, addressed to each of the persons in whose names the capital stock of said companies or corporations stands on the books thereof, and delivered to such persons respectively, or sent to them by mail, when their post office address is known to the company; and also by a general notice, General nopublished in some newspaper of any county wherein either of tice.

Joint agree

panies merg

What to state,

Notice of



eate, where filed.

filing of agreement

the said companies or corporations exercises its corporate privileges. And at the said meeting of stookholders, the agreement

of the said directors shall be considered, and a vote by ballot Adoption of agreement. taken for the adoption or rejection of the same, each share enti

tling the holder thereof to one vote; and the said ballots shall Proxy.

be cast in person or by proxy, and if two-thirds of the votes of Certificate of

all the stockholders shall be for the adoption of the said agreeadoption. ment, then that fact shall be certified thereon by the Secretary of

the respective companies or corporations under the seal thereof;

and the agreement so adopted, or a copy thereof certified by the and certif. Secretary of the respective companies or corporations, under the

seal thereof, shall be filed in the office of the Secretary of State,

and shall from thence be deemed and taken to be the agreement Copy of

and act of consolidation or merger of the said companies or coragreement, with certifi- porations; and a copy of said agreement or act of consolidation or state evi- or merger, duly certified by the Secretary of State, shall be evidence of new dence of the existence of the said new corporation. Upon the corporation.

filing of the said agreement, or a copy thereof, as aforesaid, the to publish

Secretary of State shall publish that fact, together with the date

of filing, and the name of the new corporation, and the names of or copy, &c. its directors, in two newspapers of this State.

SECTION 3. And be it further enacted by the authority aforesaid, When mer. That upon making and perfecting the said agreement and act of the compa- consolidation or merger, as provided in the preceeding section,

and filing the same, or a certified copy thereof, as aforesaid, the corporation, several companies, corporations or railroads, parties thereto, shall

be deemed and taken to be one corporation by the name provided

in said agreement and act, possessing within this State all the Rights, pri: rights, privileges, and franchises, and subject to all the restrictions, abilities, disabilities and duties of each of such corporations, companies,

or railroads so consolidated or merged.

SECTION 4. And be it further enacted by the authority aforesaid,

That upon the consummation of the said act of consolidation or Rights, &c., merger, as aforesaid, all and singular the rights, privileges and corporation. franchises of each of the said companies or corporations, parties

to the same, and all the property, real, personal and mixed, and all debts due on whatever account, including stock subscriptions, and things in action belonging to each of the said companies or corporations, shall be taken and deemed to be transferred to and vested in such new corporation without further act or deed; and all property, all rights of way, and all and every other interests shall be as effectually the property of the new corporation,

as they were of the former companies or corporations, parties to Real estate the said agreement; and the title to real estate, either by deed or of companies otherwise, under the laws of this State, vested in either of such

companies or corporations, shall not be deemed to revert or be in

nies to be deerned one

duties, &c.


creditors &c.

new corporation.


any way impaired by reason of this act; Provided, That all rights Proviso. of creditors, and all liens upon the property of either of the said Righter of companies or corporations shall be preserved unimpaired, and the respective companies or corporations may be deemed to continue in existence to preserve the same; and all debts, liabilities Debts, line and duties of either of the said companies or corporations shall attach to thenceforth attach to the said new corporation, and be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

SECTION 5. And be it further enacted by the authority aforesaid, That any stockholder of the said the Delaware and Pennsylvania State Line Railroad Company who shall neglect or refuse to refusing to convert his stock into the stock of the said consolidated company &c. or corporation shall, within thirty days after the adoption by the stockholders of the said agreement of consolidation or merger as hereinbefore provided, apply by petition to the Superior Court, in and for New Castle county, in term time, or to a Judge of said court, in vacation, to appoint three disinterested and impartial freeholders of the county to estimate the damage, if any, done to such stockholder by said consolidation or merger whose award, or that of a majority of them, shall be final and Award of conclusive, and the persons so appointed shall also appraise said freeholders

. stock of such stockholder at the full market value thereof, with - Stock, how out regard to any appreciation or depreciation in consequence of the said consolidation or merger, and the said new corporation ratione mag may, at its election, either pay to the said stockholder the pay damages amount of damages so awarded, if any, or the value of the stock stock. so ascertained and determined; and upon the said new corporation electing to pay and paying the value of the stock ascertained when stock and determined as aforesaid, the said stock shall be as effectually deemed transferred and may be disposed of by the directors as if it had been voluntarily transferred by said stockholder. In case the if stockhoisaid stockholder neglect or refuse to receive the amount of damages, or the value of the stock as aforesaid, for a period of thirty receive dam. days after the same shall have been awarded, ascertained or same may be determined as aforesaid, then either of said amounts, at the elec-bank. tion of the said new corporation, may be deposited to his credit in any bank within this state, and a certificate of deposit taken and recorded upon the books of the new corporation shall as effectually transfer said stock as if the said stockholder had voluntarily transferred it. In case the said stockholder shall neglect if stockholor refuse to petition as herein provided, then the directors of the der refuso to new corporation may sell such stock, and pay the proceeds, after rectors may deducting expenses of sale, to such stockholder; or if he neglect Proceeds, or refuse to receive it, may deposit the same in like manner as posed of.



der neglect or refuse to


tions and ad. ditional

aforesaid, whereupon the said stock may be transferred or otherwise disposed of by the said directors.

SECTION 6. And be it further enacted by the authority aforesaid, Subscrip

That the said new corporation be and is hereby authorized to shares of

receive subscriptions for and issue such additional shares of capital stock as may be necessary to construct and fully equip

the railroad or railroads to be constructed or operated by it ; the Par value of par value of such additional shares shall be the same as that of

the shares provided for in the agreement of consolidation or merger. And that the said new corporation may, from time to

time, borrow money for corporate purposes and uses, and execute Mortgages mortgages on all or part of their real estate, and issue bonds to and bonds. secure the payment of the same.

Passed at Dover, February 7, 1866.

For what


May borrow money.



SEC. l. Section 1 amended.

2. Section 2 amended.
3. Section 5 amended.
4. Section 6 amended.

Sec. 5. Exempt from tax of August 11, 1864.

6. When act to take effect.
7. Public act.

Published as amended,

Vol. 12, 39-115.

Section 1 amended.


An Act to amend “An Act to incorporate the Smyrna Station and Smyrna

Railroad Company." SECTION 1. Be it enacted by the Senate and House of Represen. tatives of the State of Delaware in General Assembly met, (twothirds of each branch of the Legislature concurring therein,) That Section 1 of said act incorporating said railroad company, passed at Dover, February 7th, 1861, as amended March 5, 1861, be and the same is hereby amended, in lines sixteen and seventeen, by striking out the word "twenty," where it occurs in line sixteen, and inserting in lieu thereof the word “thirty ;” and in line seventeen by striking out the word “two," where it occurs in line seventeen, and inserting in lieu thereof the word “three."

SECTION 2. And be it further enacted, That Section 2 of said act be and the same is hereby amended in line nine, by striking out the word “four," and inserting in lieu thereof the word "fifteen;" and also by striking out the words “the subscribers," in line 6 of said section.

SECTION 3. And be it further enacted, That Section 5 of said act be and the same is hereby amended by striking out the word "seven," in line thirteen of said section.

Section 2 amended.


Section 6 amended


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