IN RELATION TO BANKS. office meeting of Directors. 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 Term of 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 stockholders present, who shall Judges of 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 elect to hold the said election at a special meeting, to be called immediately by the directors according to the provisions of this act. how filled. ings of stock as to voting. election. not dissolved powers, by SECTION 9. And be it further enacted, That all the corporate Corporate powers of the said company shall be exercised by the directors whom exerand such officers and agents as 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 vote as Di rector. Directors. IN RELATION TO BANKS. 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 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. Quorum. Salaries. Banking powers. corporation terest. Bills and notes, by whom signed. Banking house in Smyrna. SECTION 10. And be it further enacted, That the said corporation is hereby vested with banking powers, and that in the exerFundamen- cise of the same the following shall be fundamental articles of tal articles. 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 corporation 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. 6, Chap. Fifth. The stock of the said corporation shall be assignable and Code 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 constituting 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 have been absent when said excess was contracted or created, or who may have 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 Bond of off- from the cashier and accounting officers of the bank such bond and security for the faithful performance of their duties as shall be prescribed by the by-laws. subject to 71, Rev. debts. Directors for excess. When Directors not liable for excess. cers. 1 CONCERNING RAILROADS. 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 creased. stock 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 Consent of of two-thirds of the capital stock is given so to do. Stockholders SECTION 13. And be it further enacted, That the power of re- Revocation. woking this act is hereby reserved to the Legislature. Passed at Dover, April 7, 1869. SBC. 1 CHAPTER 487. GENERAL PROVISIONS CONCERNING RAILROADS. Railroads crossing turnpikes. &c., to be SEC. 3. When temporary roads shall be made. crossing constructed SECTION 1. 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 &c., to be obstruct the usual and necessary travel over said roads, and so as not to 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 impede ings. CONCERNING RAILROADS. Bridge cross the public safety may require. In case of bridge-crossings over a railroad, they shall be well constructed, not less than sixteen feet in clear width for travel, with causeways or approaches on each side of not less width than the bridge, protected by good Grade cross- and sufficient railings or guards, and all grade-crossings shall be well planked or macadamized between the rails, not less than sixteen feet in width, and no causeways or approaches to either bridges or grade-crossings shall be of a heavier grade than five degrees, protected as aforesaid. ings. Right of company to to be in ac 60, Rev. Costs. SECTION 2. Be it further enacted, That any railroad company petition for now existing or hereafter to be incorporated in this State, may change of petition for a change in the location of any public or private road. road crossed by or running in near proximity to the line of their Proceedings railroad, and said petition shall be preferred as set forth in Seccordance tion of Chapter 60 of the Revised Code, excepting that the with Chap. petition shall be sufficient if signed by the president of such Code, p. 16s. company, attested by the corporate seal thereof, whereupon the proper court shall have jurisdiction in the premises, and all the proceedings shall be in accordance with the provisions of said Chapter 60, excepting, and it is hereby provided that the said railroad company shall pay the expenses, costs, and damages accruing upon the changing of said road, and provided further, that any such railroad company by agreement with the may make land-holders interested, and the approval of the road commisagreement sioners of the hundred wherein the same is located, may, without holders and proceedings had as aforesaid, change, at the expense of such comroad com- pany, any public or private road as aforesaid whenever a change missioners. will add to the safety of public travel, said change to be made subject to the approval of the road commissioners of the hundred wherein the same is located, to be certified in writing and Certificate appended to a draft thereof, which said draft and certification returned to and recorded by the clerk of the peace of the county wherein the same is located shall, to all intents and purposes, confirm the change. Company change by with land approval of thereof. Return, &c. When tem shall be made. SECTION 3. Be it further enacted, That when the construction porary roads of any railroad in this State shall require the temporary obstruction of any public road, private road, or turnpike, the said railroad company shall cause to be made, wherever practicable, a temporary side-road for the public to pass and repass upon, and for said purpose shall have power to enter upon any adjacent lands, provided that before entering thereupon such company shall pay or secure to be paid unto the proper parties all damages, if any, occasioned by the making of said temporary road, to be determined by agreement with the parties, or by the award of five disinterested citizens of the county to be appointed by any Right of entry. Damages. 1 CONCERNING RAILROADS. for appoint justice of the peace not residing in the hundred or hundreds damages. pany fail to Road Com President. ceedings case of a fur SECTION 4. Be it further enacted, That if any such railroad If the comcompany shall, at any time, obstruct any public or private road, comply or shall fail to comply with the provisions of this act in respect missioners to bridges, causeways, or crossings, it shall be the duty of the to notify road commissioners or overseers of the hundred wherein said obstruction or deficiency exists to notify the president or other executive officer of said company, in writing, stating the nature of the obstruction or deficiency; and if said company do not, within ten days thereafter, comply with the provisions of this act, of the proit shall be the duty of the said road commissioners or overseers against the to present to any justice of the peace residing in the same hun- company in dred with said road commissioners a certificate, under their ther failure. hands, certifying to the facts of the case, whereupon it shall be the duty of said justice to name for referees five disinterested citizens of said county, not residing in the hundred wherein their services are required, to go upon and inspect the deficiencies complained of, and if they approve, to order the said road commissioners or overseers to proceed to remove said obstruction, or correct said deficiency, and to keep a correct account of the costs and expenses attending the same. The said bill of costs and expenses, upon the approval thereof by the said referees, duly certified, thereupon may be collected by the said road commissioners or overseers off of the said railroad company, or off of the contractor of the section wherein an obstruction, created during the building of new work, may exist, by distraint and sale of any property belonging to said railroad company or said contractor, the proceedings to be the same as in distraint for the collection of taxes. SECTION 5. Be it further enacted, That the referees appointed Referees to in any case under this act shall be duly qualified, by oath or be sworn. affirmation, in the same manner as commissioners for the laying out of public roads, and shall all be together upon the inspection of the premises, after which the acts of a majority shall be valid; Acts of masaid referees shall, in all cases, proceed with due dispatch, so that public inconvenience may be removed without unnecessary delay: Provided, that the necessary obstruction of a road during Proviso. jority. |