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SECTION 2. And be it further enacted, That the said commis- Not more sioners, in receiving subscriptions to the said capital stock, shall items to be not suffer or permit more than two-fifths of the said capital stock Subscribed to be subscribed for by persons not residing in this State, either dents. personally or by attorney, and in case it should so happen that more than two-fifths of said stock shall have been subscribed for Deductions, by non-residents as aforesaid, then the commissioners shall if more than deduct from said subscriptions last subscribed by such non-resi- subscribed dents until the aggregate amount so subscribed for by them shall dents. be reduced to two-fifths. And if, at any time after the bank hereby established shall have commenced business, and during the continuance of the said corporation, it shall so happen that Forfeiture of by subscription or sale a proportion of said stock greater than a thath majoria majority shall be held or owned by persons not residing in this ...Pened by State, either in their own names or in the name of any other dents. person as attorney, then the share or shares constituting such majority or overplus, and last subscribed or sold and transferred on the books of the corporation, shall be forfeited by the directors for the benefit of the said corporation, and in case of the Non-rexiremoval of any stockholder from the State so that he ceases to be a citizen, if the amount of stock held or owned by him shall quired to sell increase the amount of stock held or owned out of the State to a proportion greater than a majority, it shall be incumbent on such stockholder to sell and transfer his said stock or so much thereof as will reduce the amount so held or owned out of the State to less than a majority to some person or persons resident within if not sold this State, within three months from the time of such removal, months to be or the same shall be forfeited by the said directors for the benefit forfeited. of the corporation.

SECTION 3. And be it further enacted, That the capital stock Capital stock of the said company shall be fifty thousand dollars divided into $50,000. five hundred shares of one hundred dollars each.

SECTION 4. And be it further enacted, That each subscriber to ten dollars the stock of said company shall pay to the commissioners afore. Per share to said, at the time of subscribing for the same, the sum of ten subscription collars on each share subscribed. It shall be lawful for the directors of the said company, appointed in the manner hereinafter directed, to call in and demand of the stockholders respec tively, all such sums of money as are by them subscribed, by installments not exceeding twenty dollars per share, upon giving thirty days' previous notice to the stockholders in two newspa- Notice of pers printed in this State, and in such other newspaper as the calls. said directors shall deem proper; and in case of failure in the payment of all or any part of the said installment at the time or times so required, every share on which such failure shall bave

be paid at


or shares forfeited.

amount subscribed com



Corporate powers.

Delinquent occurred and the interest or dividends on all moneys previously may be sued paid may be forfeited by the said directors for the benefit of the

corporation, or in case they should not elect to forfeit the said share or shares, it shall and may be lawful for the said corporation to sue, either at law, by action of debt, or assumpsit, or in equity, for the recovery of any sum or sums of money, due or to become due as aforesaid, from any subscriber; and in all suits, either at law or in equity, in the courts of this State, by or

against the said company, this act shall be deemed and taken to Public act. be a public act and need not be set forth in the pleadings or

given in evidence. When whole SECTION 5. And be it further enacted, That as soon as the

whole amount of five hundred shares shall have been subscribed, parken.cor- the subscribers, their successors and assigns, shall be and they

are hereby declared to be incorporated by the name, style and title of “The Commercial Bank of Smyrna,” and by that name shall have continuance and succession for the term of twenty years from the date of this act, and shall be able to sue and be sued, plead and be impleaded in all courts of law and equity, to purchase, take, receive, have, hold and enjoy to them and their successors, lands, tenements, goods, chattels and effects of whatsoever kind, nature or quality, and the same to sell, grant, demise, alien or dispose of, and also to have a common seal, and the same to break, alter, or renew at their pleasure.

SECTION 6. And be it further enacted, That the said bank shall have power to commence business as soon as the sum of twenty thousand dollars, current lawful money of the United States, shall have been actually paid in and deposited in the vaults of said bank, and not before, and it sball be the duty of the direc

tors to make a statement, under oath or affirmation, of the under oath. description and amount of such deposits, and transmit the same

to the Governor of this state previous to the bank going into operation.

SECTION 7. And be it further enacted, That for the proper management of the business and affairs of the said corporation there shall be five directors, who shall be elected by the stockholders in the manner and at the times hereinafter directed, and who shall choose a president from among their number. They shall be stockholders at the time of their election, and also during their term of service, and shall be citizens of this State.

SECTION 8. And be it further enacted, That the commissioners aforesaid, as soon as conveniently may be after the capital stock has been subscribed as aforesaid, shall give ten days' notice, in two newspapers printed in this State, and in such other news

When to commence business.





Notice of election.


meeting of

Term of

how filled

papers as they may deem advisable, of the time and place, in Smyrna, at which the subscribers shall meet in order to organize the said company; and the said commissioners, or any two of them, may hold the election, at which time and place the said subscribers shall choose, by a majority of the votes present, to be given in person or by proxy, five directors; and the said Directors. directors shall, at their first meeting after their election, choose one of their number to be president, and shall manage and con- President. duct the business and affairs of the company until the first Tuesday in July, in the year one thousand eight hundred and Term of sixty-nine; and there shall be another meeting of the stockholders on the said first Tuesday in July, in the year one thousand eight hundred and sixty-nine, and on the same day in every year there. Annual after, in Smyrna, of which twenty days' notice shall be given Stockholders as aforesaid, at which meeting and meetings the stockholders Notice. shall choose, by a majority of votes present, given in person or by proxy, five directors, who shall continue in office for one year and until others be chosen, and in case of a vacancy or vacancies in the Board of Directors by death, resignation, or otherwise, the remaining directors shall have power to fill such vacancy or Vacancies vacancies by election from among the stockholders of the said bank, and the said directors shall, at the first meeting after the election, choose a president from among their number. Special President. meetings of the stockholders, of which notice shall be given as Special meetaforesaid, shall be called by the directors upon the request, in wri- holders ting, of stockholders owning two hundred and fifty shares of stock, or whenever the directors shall deem it necessary, and on all occasions of voting each stockholder shall be entitled to one vote for Regulations each share held by him, which has been so held by him three calendar months before the day of voting. At every election of directors, two stockholders, not being directors, shall be appointed judges of the said election by the stock holders present, who shall Indien decide upon the qualification of voters, and declare who has been elected, and certify the same to the existing Board of Directors. In case it should happen at any time that an election of Corporation directors shall not be made on the day above mentioned, the by failure to corporation shall not therefore be dissolved. but it shall be lawful to hold the said election at a special meeting, to be called immediately by the directors according to the provisions of this act.

SECTION 9. And be it further enacted, That all the corporate Corporate powers of the said company shall be exercised by the directors Peter and such officers and agents is they shall appoint. The direc. cised. tors shall have power to make all by-laws, rules and regulations by-laws necessary and proper for the government of the company and not repugnant to the constitution and laws of this State or of the

as to voting




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United States, but no by-laws shall be enacted or repealed unless President to by a vote of two-thirds of all the directors. On all questions receas Di. before the board the president shall vote as a director. MeetMeetings of ings of the directors, either stated or special, shall be called or

held as the by-laws shall prescribe, and three directors shall constitute a quorum for the transaction of business. The directors shall allow such salaries to the president and other officers as they shall deem reasonable, but no director shall be entitled to any

salary unless the same shall have been allowed by the stockholders. Banking

SECTION 10. And be it further enacted, That the said corpora

tion is hereby vested with banking powers, and that in the exerFundamen- cise of the same the following shall be fundamental articles of

its government, that is to say: First. The said corporation shall What lands hold no lands, tenements or hereditaments but such as shall be may hold required for the convenient transaction of its business, or such

as shall be bona fide mortgaged or pledged to it as security for

debts, or purchased at sales upon judgments, or decrees which Rate of in. shall have been obtained for such debts. Second. The said cor

poration shall not take more than at the rate of one per centum for every sixty days upon its loans and discounts. Third. All bills and notes not under the corporate seal of the company shall be signed by the president and by such officer of the board as shall be appointed by the directors for that purpose. Fourth. The said company shall keep their banking house in Smyrna and their notes shall be made payable there, in reference to

which it is hereby declared to be subject to the operation of SecCorporation tion 6 of Chapter 71 of the Revised Code entitled “of Banks." Sec. o, Chap. Fifth. The stock of the said corporation shall be assignable and

transferable in such manner as shall be prescribed by the by-laws. Amount of Sixth. The total amount of debts which the said corporation

shall at any time owe, whether by note, bill, or otherwise,

deposits not included, shall not exceed double the amount of Liability of capital actually paid in. In case of excess, the directors con

stituting the board under whose administration such excess was contracted or created, shall be individually liable in an action

of debt for such excess, but any director or directors who may rectors not have been absent when said excess was contracted or created,

or who may bave dissented from the resolution or act creating it, shall be exonerated by forthwith giving notice of the fact and of such absence or dissent to the stockholders at a general meeting, which such director or directors shall have power

to call for that purpose. Seventh. The directors shall require Boud of offi- from the cashier and accounting officers of the bank such bond

Bills and notes, by whom signed.

house in


71, Rey.


Directors for excees.

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and security for the faithful performance of their duties as shall be prescribed by the by-laws.




SECTION 11. And be it further enacted, That the said corpora. State tax. tion shall semi-annually pay into the treasury of this State, for the use of the State, a tax of one-half of one per centum per annum on the amount of capital actually paid in.

SECTION 12. And be it further enacted, That the stockholders Capital stock of the said company shall have power to increase the capital pray be instock of said bank to one hundred thousand dollars, and the number of shares to one thousand: Provided that at any general or special meeting of the stockholders the consent of the owners Content of of two-thirds of the capital stock is given so to do.

SECTION 13. And be it further enacted, That the power of re. Revocation. voking this act is hereby reserved to the Legislature.

Passed at Dover, April 7, 1869.




Sec. 1 Railroads crossing turopikes, &c., to be Sec. 3. When temporary roads shall be made.
coustructed so as not to impede travel.

Right of entry ; Damages ; Expenses,

Application for appointment of persons

tu assess damages.
2. Right of company to petition for change

Notice. of road.

4. If the company fail to comply Road
Proceedings to be in accordance with

Commissibers to notify President.
Chap 60, Rev. Code, page 163.

or the proceedings against the Com.

piny iu case of it further failure.
Company may make change by agree- .). Referees to be sworn
ment with land-holders, and approval

Acts of majority.
of road commissioners.

Certificate thereof; Return, &c

An Act Concerning Railroads.

SECTION I. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, That Railroads all railroads in this State crossing any turnpike, public road, or turnpikes

, private roadway, shall be so constructed as not to impede or obstruct the usual and necessary travel over said roads, and every railroad company, now or hereafter to be incorporated in travel. this State, shall make and maintain, in all such cases, either bridges over the railroad, passages under the same, or crossings thereof at grade, according as the circumstances of the case and


constructed 80 as not to

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