An Act to Incorporate the Kent County Oyster Canning Company, and for other purposes. WHEREAS this State has, for many years, by various acts of its Preamble. Legislatures, attempted, without success, to protect the several oyster beds immediately on our shore from the depredations of oystermen residing out of said State, until it has become difficult to get any prime oysters grown in our waters from any but foreign oystermen, and from them only at such prices as but few of our citizens can afford to pay; and, regarding said oyster beds as being rightfully the property of the citizens of this State, and which should be protected for their exclusive benefit by any legislation within the constitutional authority of this State: Therefore, 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 concurring herein), That Doctor Henry CommissionRidgley, James L. Heverin, William A. Atkinson, Alden B. ers appoint. Richardson, James W. Robbins, Henry Todd, Thomas Slaughter, George B. Dickson, Joshua McGonigal, George V. Massey, John W. Cullen, Elias S. Reed, and William M. Shakspeare be and they are appointed commissioners to do and perform the several duties and things hereinafter mentioned to be done and performed, that is to say they or a majority of them shall procure and cause to be opened, at such time or times, place or places, and on such notice as they, or a majority of them may deem proper, suitable books for subscriptions to the capital stock of said company, and Subscription shall permit all persons of lawful age to subscribe in said books, in their own names, or in the name or names of any other person book. GENERAL CORPORATIONS. or persons, or company, who may authorize the same, for any number of shares of the capital stock of said company. The Capital stock capital stock of said company shall not exceed five hundred thousand dollars, divided into shares of ten dollars each. Incorporation. Name. Corporate powers. Banking powers not conferred. Meeting to organize company, when and where called Annual meetings. SECTION 2. And be it further enacted by the authority aforesaid, That when and as soon as one thousand shares of the capital stock of 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, style and title of "The Kent County Oyster Canning Company," and by said name the subscribers shall have existence for twenty years, and be able to sue and be sued, plead and be impleaded, in all the courts of record of this State and elsewhere, and to purchase, receive, have, hold, and enjoy to them and their successors and assigns, real and personal estate of every nature and kind whatsoever, and the same to grant, mortgage, sell, alien, and dispose of, and to declare dividends of such portion of the profits of the company as they may from time to time 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 company not inconsistent with the Constitution and Laws of this State or 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 well-being and ordering of the same: Provided however, That nothing herein contained shall be deemed to confer any banking privileges on the said company, or any other liberties, franchises, or privileges 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 of said capital stock shall be subscribed as aforesaid, the said commissioners, after giving at least ten days notice thereof in one newspaper published in this State, or by written notices served personally on all the stockholders, shall call a meeting of the said stockholders in Dover, 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 the stockholders of said company on the second Tuesday of January, in every year, in the town of Dover, for the purpose of electing directors and for the transaction 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, and all elections by the stockholders shall be by ballot, and all votes shall be given in person or by proxy, and each share of GENERAL CORPORATIONS. meetings. stock shall entitle the owner thereof to one vote. Occasional Occasional meetings of the stockholders may be called by the president, at such place as he may from time to time deem expedient in furtherance of the best interest of the company. SECTION 5. And be it further enacted as aforesaid, That at the Election of first meeting of the stockholders to be held under the call of the Directors said commissioners, and at every annual meeting to be held by them thereafter as aforesaid, they shall elect seven directors, a qualificamajority of whom shall be citizens of this State, and all of them stockholders in said company. The first election of directors shall be conducted by two of the said commissioners as 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. tions. The directors, immediately after their election and before dis- Oath. charging any of their duties, shall be sworn or affirmed according to law, by some officer legally authorized to administer oaths, that they will discharge their several duties with fidelity; such oaths or affirmations shall be duly certified to by the officer administering them, and be recorded on the books of the corporation. and Treasu rer. They shall proceed to choose one of their number to be presi- President. dent of the company and of the said board of directors, who shall be a citizen of this State. Their term of office shall be official Term until the annual meeting of the stockholders succeeding their election and until their successors shall be duly elected and qualified. The directors shall also appoint, immediately after their Secretary election, a secretary and treasurer of the said company, who shall continue in office for the term aforesaid, and until their succes-official term. sors shall be duly appointed and qualified, unless sooner removed for sufficient cause by the directors. They shall require of the treasurer, on his appointment, a bond with sufficient security for Bond of the proper performance of the duties of his office and the faith- Treasurer. ful discharge of the trusts reposed in him by the said company. A majority of the whole number of directors shall constitute a Quorum of quorum for the transaction of business, and in the absence of the president, may appoint a chairman of the board pro tempore. Va- Vacancies, cancies in the board of directors, and in the offices of president, secretary and treasurer, may be filled by the remaining directors, to continue in office as aforesaid. Directors. President SECTION 6. And be it further enacted as aforesaid, That the Meetings of said president and directors shall hold their meetings in the town and Direcof Dover, and at such other places as they may from time to tors, where time deem expedient, and the directors aforesaid shall have the held. Directors. GENERAL CORPORATIONS. general direction, conduct and management of the property and operations of said company, and for that purpose shall have Powers of power to appoint, engage, and employ all such officers, agents, workmen and laborers, and to build, hire, purchase, or procure in any other way, such necessary boats and other fixtures, including warehouses and other buildings, as shall be deemed necessary and expedient in carrying into execution the designs and purposes of this corporation; they shall also have power to make and prescribe all by-laws and regulations necessary for the government of the company, and to provide certificates of stock under the seal of the company, and the signature of the president, and countersigned by the secretary, for all the shares of stock subscribed to the capital stock of said company, and to prescribe the mode of assigning the same, and generally to do all such other matters and things which by this act and the by-laws and regulations of the company they shall be authorized to do. Certificates of stock. Installments Consequen SECTION 7. And be it further enacted as aforesaid, That it shall be the duty of the president and directors, when they shall have procured the certificates of stock, and signed and countersigned the same as provided for in the foregoing section, to issue to the subscribers therefor such certificates in accordance with the number of shares of the capital stock of said company by them respectively subscribed, which shall be assignable at the will of the holder in the method prescribed in the by-laws of said company; and the assignee of any such certificates so transferred shall be a stockholder in said company, and shall be 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 of said company shall pay to the treasurer thereof the installments on each share by them subscribed as the same shall be respectively called in, pursuant to the public notice and call or calls of the said directors, or a majority of them; and if any subscriber shall omit, for thirty days after any such call, to pay any such installment at the time and ces of neglect 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, her, or them, with all the previous installments which may have been paid thereon, may be declared forfeited to the company at the option of the Provisions directors of said company. All sums of money which may accrue to the company under this section may be sued for and recovered as debts of like amount are recoverable by the laws of this State: Provided, That no stockholder shall be entitled to to pay. for the re covery. Proviso. GENERAL CORPORATIONS.' vote at any election, or in any meeting of said company, on whose shares any installment shall have been due and payable more than thirty days previous to such election or meeting, and is still unpaid at that time. SECTION 9. And be it further enacted by the authority aforesaid, Dividends. 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 portion thereof as they may deem advisable, the time or times for which shall be fixed by the by-laws of said company, and public notice thereof shall be given by them, and at each annual meeting of the stockholders of said company it shall be the duty of the president and directors of the preceding year to submit a report, and to exhibit to them a Report of full and correct statement of the proceedings, business, and affairs company. of the said company for that year. business of rights of SECTION 10. And be it further enacted as aforesaid, That in aid Exclusive of the enterprise contemplated by this act, the said company is Company. hereby granted, as against all persons not citizens of this State, the exclusive right to take, catch, and use all the oysters now growing or which may hereafter grow, during the existence of this charter, on the oyster beds under the waters of the Delaware Bay, commonly called and known as "The Duck Creek Oyster Beds," or by whatever name the same may be known, the same being situated near to the western shore of said bay and nearly opposite the mouth of the creek called "Simons or Dona Creek, and the same to protect as hereinafter provided. And the said company may, for the purpose of taking and collecting said oysters for use, employ all such ways and means as to them shall seem most conducive to the interest of the stockholders, and when so taken may preserve the same by canning them or otherwise disposing of them as shall be deemed best for the interest of said company: Provided however, And it is expressly hereby declared to be the true intent and meaning of this act, that all the citizens of this State shall have and exercise all the rights to catch and use the oysters growing on the before-mentioned oyster beds as well after the passage of this act as before its passage, except that another or other associated companies for canning oysters shall not be allowed to take and catch the oysters on said beds without becoming stockholders in said company, and bearing their proportion or share of the expense of protecting said oyster beds against any person not a citizen of this State. Dona Creek SECTION 11. And be it further enacted by the authority aforesaid, Right to bed That said company shall have the right to use and occupy the oysters in bed of any portion of Dona Creek or Mahon River, not already conferred. occupied for that purpose by citizens of this State, for the pur |