518

OF CORPORATIONS.

Proceeding isfied with the same, it shall be lawful for him or her, within

by dissatisfied stockholder of

N.C.& Wil

R. R. Co.

Petition to
Court or
Judge for

appraise

stock. When; Where.

Appraisers;

thirty days from the filing as aforesaid of the said agreement, to present a petition to the Superior Court of this State, in and for the said county of New Castle, if such court be in session within that period, or if not, then to the Associate Judge of this State, residing in said county of New Castle, for ment of his the appointment of three disinterested persons whose duty it shall be to appraise the actual value of his or her stock, immediately before the adoption of the said agreement, wherehow appoin- upon the said court or judge shall appoint the said appraisers who shall make the said appraisement, and their report or the report of a majority of them shall, when confirmed by the said court or approved by the said judge making such appointReport con. ment, be final and conclusive, and thereupon the said "The Philadelphia, Wilmington and Baltimore Railroad Company" 'R&B shall pay to the holder of such stock so appraised, the amount to pay ap of the said appraisement, and all costs of the proceeding upon the said holder, transferring to the said company the shares thus appraised.

ted.

clusive: when.

R. R. Co.,

praisement and costs: when.

Any execu

SECTION 5. That it shall be lawful for any person holding tor, guardian shares of stock in the said "The New Castle and Wilmington holding New Railroad company," as executor or guardian, or in trust for Wilmington any other person or corporation, to agree for and in respect may agree to to the said shares to the aforesaid transfer, acceptance, merger said merger, and conversion, and to accept in lieu thereof, shares of "The

Castle and

R. R. stock,

&c.

Philadelphia, Wilmington and Baltimore Railroad Company."

SECTION 6. That each and all of the foregoing provisions going pro- shall apply, whether before or after the merger of "The New Castle and Wilmington Railroad Company" into "The Philadelphia, Wilmington and Baltimore Railroad Company," to the transfer by the "New Castle and Frenchtown Turnpike Frenchtown and Railroad Company," of its corporate rights, franchises, Thur allroad powers and privileges, estate, real and personal, to the said The Philadelphia, Wilmington and Baltimore Railroad ComW. & B. R. pany," and the acceptance thereof by the said last named company, and to the merger of the corporate existence of the said "New Castle and Frenchtown Turnpike and Railroad Company" into that of The Philadelphia, Wilmington and Baltimore Railroad Company," and the conversion of the capital stock of the former company into that of the latter, with the same effect in all respects as if the name of the said "New Castle and Frenchtown Turnpike and Railroad Company" had been used instead of that of "The New Castle and Wilmington Railroad Company," wherever the

i

OF CORPORATIONS.

name of the latter corporation occurs in the foregoing sections
of this act.

SECTION 7. That this act shall be deemed and taken to be Public act. a public act.

Passed at Dover, February 22, 1877.

;

7

CHAPTER 435.

RAILROADS.

AN ACT to incorporate the purchasers of the Wilmington and Reading
Railroad.

WHEREAS, under and by force of a decree of the Circuit Court of the United States, for the Eastern District of Pennsylvania. the Railroad of the Wilmington and Reading Railroad company, with its appurtenances, was sold in pursuance of a mortgage executed by the said company, under authority of the Laws of this State, and it being necessary to the proper enjoyment of the rights acquired by the said sale, that the purchasers should be incorporated with authority to consolidate with any company, organized, or to be organized, under the Laws of the State of Pennsylvania, operating such portion of the road so sold as is situated within the State of Pennsylvania; Therefore,

Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, (two-thirds of each branch of the General Assembly concurring.)

Preamble

)

road &c., of

ton

SECTION I. That LaMotte Dupont, Matthew Baird, Edward Purchasers S. Buckley, Lewis Waln Smith, Charles Baber, and such of the railother persons, for whom, or on whose account, the railroad of the Wilmingthe Wilmington and Reading Railroad Company, with its and R appurtenances, was purchased at the sale thereof, under the R. Co. indecree of the circuit court of the United States aforesaid, shall be, and they are, hereby constituted a body politic and corporate by the name of "The Wilmington and Northern

OF CORPORATIONS.

name "The

and North

Corporate Railroad Company," and shall be, and hereby are, vested with Wilmington all the right, title, interest, property, possession, claim and ern Railroad demand at law or in equity, of, in and to,such railroad, with its Company." appurtenances, and with all the rights, powers, immunities,

What vested in said

company.

Subject to

what.

Paramount liens.

Powers and duties.

privileges and franchises of the corporation, as whose property the same was sold, and which may have been granted thereto, or conferred thereupon, by any act or acts of assembly whatsoever in force at the time of such sale, and subject to all the provisions in such act or acts contained, except so far as the same may be modified hereby, and subject, also, to such lien or liens as are paramount to, and not divested by, such sale. The said corporators shall meet within ninety days after the passage Meeting for of this act, public notice of the time and place of such meeting having been given, at least, once a week for two weeks, in, at least, one newspaper published in the city of Wilmington, and How given. shall thereupon organize said corporation by electing a president and board of, at least, six directors, (to continue in office until the first Monday of May next succeeding such meeting, Annual elec- when, and annually thereafter, on the said day, a like election for a president and directors shall be held to serve for one year,) and shall also adopt a common seal, determine the amount of the capital stock thereof, and shall have power and Certificates. authority to make and issue certificates therefor to the per

organization. Notice of time and place.

tion of offi

cers.

Corporate seal. Capital

stock.

Shares.

Preferred

Borrow mon

sons entitled to the same, to the amount of their respective interests therein, in shares of fifty dollars each, and said corporation may then, or at any time thereafter, create and issue stock. preferred stock to such an amount as may be deemed necesdimosary, and from time to time, may borrow money and may issue bonds, to be bonds and may secure the same by one or more mortgages of mortgage. the real and personal property, and the corporate rights, powers, privileges and franchises of said corporation, or of either or any part or parts thereof.

secured by

Certificate of organiza

SECTION 2. It shall be the duty of the said corporation to tion; when make, within two calendar months after its organization, a cer

and how made.

tificate thereof, under its common seal, attested by the signature of its president, specifying the date of such organization, the amount of its capital stock, and the names of its president and directors, and shall transmit the said certificate to the Secre

LAWS OF DELAWARE.

OF CORPORATIONS.

office shall be evidence of the due and legal organization of what shall said corporation, in all courts of law and equity within this of organiza

State.

tion of said corporation.

merge and

poration au

Operate the

SECTION 3. It shall and may be lawful for the said "The Authority to Wilmington and Northern Railroad Company" aforesaid, at consolidate any time after the organization thereof, to merge and consol- with the coridate its capital stock, franchises and property into and with thorized to the capital stock, franchises, and property of any corporation Pennsylva then organized under the laws of the State of Pennsylvania, nia portion of and having authority to operate that portion of the railroad, mington and formerly the property of the Wilmington and Reading Rail-Reading road Company, which is situated in the said State of Pennsylvania, and which, together with the portion situated in the State of Delaware, formed the entire line of said railroad sold under the decree of the Circuit Court aforesaid.

railroad.

consolidation

SECTION 4. Such consolidation as is provided for in the next How such foregoing section, shall be made under the conditions, pro- shall be visions, restrictions, and with the powers hereinafter mentioned and contained; that is to say,

effected.

of re

porations.

I. The directors of the said several corporations proposing Joint agreeto consolidate, may enter into a joint agreement under the recordi corporate seal of each company for the consolidation of said spective corcompanies and railroads, and prescribing the terms and con- Its provis ditions thereof, the mode of carrying the same into effect, the ions. name of the consolidated corporation, the number and names of the directors and other officers 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 into that of the consolidated corporation, and how and when directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization, and the consolidation of said companies or railroads.

II. Said agreement shall be submitted to the stockholders Separate of each of the said companies or corporations at a meeting stockholders thereof, called, separately, for the purpose of taking the same of respective into consideration, due notice of the time and place of holding for adoption such meeting and the object thereof, shall be given by written feagree or printed notices addressed to each of the persons in whose Notice of names the capital stock of said companies stands on the books place thereof, and delivered to such persons, respectively, or sent to how given. them by mail when their postoffice address is known to the

voting on said agreement.

Vote neces

sary to adopt.

OF CORPORATIONS.

LAWS OF DELAWARE.

company, and also by a general notice published for, at least, two weeks in some newspaper in the city, town or county where such company has its principal office or place of busiManner of ness, and at the said meeting of stockholders, the agreement of the said directors shall be considered, and a vote by ballot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, and said ballots shall be cast in person or by proxy, and if two-thirds of all the votes of all the stockholders shall be for the adoption of said agreement, then that fact shall be certified thereon by the secretary of the respective companies under the seal thereof, and the agreement so adopted or a certified copy thereof, Agreement shall be filed in the office of the Secretary of State, and a office of copy of the same duly certified by him under his seal of office, Secretary of shall be recorded in the office of the recorder of deeds in and His certified for New Castle county, and the said agreement or a certified

How certified.

to be filed in

State.

copy to be recorded; where.

copy thereof having been so filed in the office of the Secretary of State and recorded in the office of the said recorder of deeds, shall, from thenceforth, be deemed and taken to be the What shall agreement and act of consolidation of the said companies, and of corporate shall be conclusive evidence of the due performance of all consolidated acts necessary to such consolidation, and a copy of said agreecorporation, ment and act of consolidation duly certified by the Secretary of the State or recorder of deeds, under his seal of office, shall be evidence of the corporate existence of such consolidated corporation.

e xistence of

Effect of such consolidation.

SECTION 5. Upon the making and perfecting of the agreement and act of consolidation as provided in the next foregoing section, and the filing and recording of the same as aforesaid, the two corporations, 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, powers, immunities, privileges and franchises, (including the power to borrow money and secure the same by bond and mortgage of all its property and franchises,) and subject to all the restrictions, disabilities and duties of each of the corporations so consolidated.

SECTION 6. Upon the consummation of said act of consoliAll rights, dation, as aforesaid, all and singular the rights, privileges and franchises of each of said corporations, parties to the same, &c., of re- and all the property, real, personal and mixed, and all debts porations to due on whatever account, as well as of stock subscriptions and other things in action belonging to each of such corpor. corporation ations, shall be deemed and taken to be transferred to, and ther transfer, vested in, such consolidated corporation without further act