Location May use tracks of the

city Railway com

How Rail

laid.

OF CORPORATIONS.

railway, for the carriage of passengers and freight for compensation, within the city of Wilmington. The said railway shall commence at or near the intersection of Market and Front streets, with the privilege of running over the tracks of the Wilmington Wilmington City Railway Company to the side of Walnut street, upon receiving the permission of the said Railway pany; when. Company, and paying the said City Railway Company an equitable compensation for such use of said tracks, and shall way shall be extend westerly along Front, Reed, Chestnut and connecting streets to Union street, and along Union street, Pennsylvania avenue and DuPont street to the depot of the City Railway Company. The railway, or any part of the same, to be constructed under this section, may be laid with either a single or double track, or at any time altered from the one to the other, as the directors shall deem expedient, and with all sidings, turnouts, switches and connections necessary for the proper working of said railway, and for locating constructing, operating and maintaining the said railway, the company shall have power to use and occupy so much of any street, avenue, avenue, &c., highway or turnpike within said city as may be necessary. Provided, that said railway shall be conformed as near as may be to the grades which now are, or hereafter may be, estabform to city lished for any streets over which the same shall be located, and shall not interfere with the proper and free access to the culverts, water and gas pipes in said city, and, provided also, Steam power that steam power shall not be used to propel the cars of the used without said company, unless with the consent of the city Council of city council. Wilmington. The said railway may cross any track of any When Rail railroad company now incorporated or hereafter to be incorporated. Provided, that it conform to the grade of the track to be crossed.

The com pany may use street,

&c., within

city. Proviso.

Must con

grades, &c.

not to

consent of

way may

cross any Railroad

track.

Willful injury to railway.

SECTION 8. If any person or persons shall willfully damage or obstruct the said railway or any part thereof, or hinder or delay the building of the same, or hinder or delay the passage of cars over the same, or damage any of the works or property of the said company, such person or persons shall be liable to Civil action the company in a civil suit or action for double the amount of the damages sustained, and shall, moreover, be guilty of a misMisdemean- demeanor, and, on indictment and conviction thereof, shall be fined, not exceeding three hundred dollars, at the discretion of the court.

for double damages.

or.

Fine.

When com. pany shall

SECTION 9. When the receipts of said company shall amount to pay taxes to such sum as shall warrant the declaration of dividends amounting to six per cent. in any one year, the said company shall pay to the State Treasurer, for the use of the State, a tax of one

State Treas

uer.

OF CORPORATIONS.

quarter of one per cent. on the capital stock, and shall pay a tax of one-half of one per cent. when such dividends shall From what amount to a sum equal to ten per cent. in any one year, and taxes comsaid company shall be exempt from all taxation other than pany shall be that imposed by this section, except the taxes levied by the city of Wilmington.

exempt.

Perpetual

SECTION 10. This charter shall be perpetual, subject, never-e theless, to be revoked by the Legislature at any time for the Revocable. misuse or abuse, by the company, of the privileges herein granted.

SECTION II. This act shall be deemed and taken to be a Public act. public act.

Passed at Dover, February 20, 1877.

CHAPTER 433

RAILROADS,

AN ACT to incorporate the purchasers of the Wilmington and Western
Rail Road.

WHEREAS, certain proceedings are now pending in the Circuit Court of the United States, for the District of Delaware, Preamble. for the foreclosure of a mortgage executed by the Wilmington and Western Rail Road Company, (a corporation existing under concurrent laws of this State and the State of Pennsylvania,) under which proceedings it is contemplated that the property and estate, real and personal, of the said corporation, will be sold in execution of a decree of the said Court, and

WHEREAS, in the event of such sale and the purchase thereat of the property and estate of the said corporation, some legislation, such as is hereinafter provided, is necessary, in order to enable the purchasers to operate the said railroad beneficially, and thereby protect their own interests therein, and also to preserve and promote the general interests which are involved in the said rail road as a public improvement; therefore,

When purchasers of

and West

corporated.

vest in same.

what.

Paramount liens.

OF CORPORATIONS.

SECTION 1. Be it enacted by the Senate and House of RepreWilmington sentatives of the State of Delaware in General Assembly met, ern railroad (two-thirds of the members of each branch of the General shall be in Assembly concurring herein,) That whenever the rail road of the Wilmington and Western Rail Road Company shall be sold and conveyed under and by virtue of any decree or order of the Circuit Court of the United States, for the District of Delaware, (whether such decree or order be made in the pending or in any future proceeding for foreclosing the said mortgage of the said corporation,) the persons for whom, or on whose account, the said railroad may be purchased, shall be and they are hereby constituted a body politic and corporate, and shall be vested with all the right, title, interWhat shall est, property, possession, claim and demand, at law or in equity, of, in, and to, such railroad, with its appurtenances, and with all the rights, powers, immunities, privileges and franchises of the corporation as whose property or estate the said railroad shall have been 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 conveyance, 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 persons for whom, or on whose account, the Meeting for organization; said railroad shall have been purchased, shall meet within ninety days after the conveyance thereof shall have been delivered as aforesaid, 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 county of New Castle, and shall, thereupon, organize said corporation by electing a president and a Board of, at least, six directors, (to continue in office until the first Monday of May next succeedAnnual elec-ing such meeting, when and annually thereafter, on the said. day, a like election for president and directors shall be held to serve for one year,) and shall also adopt the same or any other Adoption of corporate name, and a common seal, shall determine the amount of the capital stock thereof, and make and issue certificates therefor to the persons who may be entitled to the same, to the amount of their respective interest therein, in shares of fifty dollars each, and said corporation may then or at any time thereafter, create and issue preferred stock to such an amount as they may deem necessary or proper, and, from time to time, may borrow money and may issue bonds, and may secure the same by one or more mortgages of the real and personal property, and of the corporate rights, powers, privileges and franchises of such corporation or of either or any part or parts thereof.

when.

Notice of time and place.

Election of

officers. Term.

tion of offi

cers. Term.

corporate

name and seal. Capital stock

Certificates of shares.

May issue preferred stock.

Borrow money and issue bonds secured by mortgage.

OF CORPORATIONS.

tion; when

made.

office of the

State.

copy of same

be evidence

SECTION 2. And be it further enacted, That it shall be the Certificate of duty of the corporation to be organized under the foregoing organizasection, to make, within two calendar months after its organiza- and how tion, a certificate thereof under its common seal, attested by the signature of its president, specifying the date of such organization, the name so adopted, the amount of its capital stock, and the names of its president and directors, and shall transmit the said certificate to the Secretary of State, to be filed in his office, and a copy of the same, duly certified by To be filed in him under his seal of office, shall be recorded in the office of Secretary of the recorder of deeds, in and for New Castle county. The said certificate, so filed in the office of the Secretary of State, Certified or the said record in the office of such recorder of deeds, or a to be recordcopy of such certificate or record, duly certified under the ed; where. hand of said secretary or recorder and his seal of office, shall What shall be evidence of the due and legal organization and corporate of organizaexistence of said corporation in all courts of law and equity within this State. SECTION 3, And be it further enacted, That it shall be lawful Authority, to for the corporation which shall be organized under the fore- consolidate going sections of this act, at any time after it shall have been so organized, to merge and consolidate its capital stock, fran- thorized to chises and property into and with the capital stock, franchises Pennsylvaand property of such rail road corporation to be organized i under the laws of the State of Pennsylvania as shall then have authority to operate that portion of the railroad of the Wilmington and Western Rail Road Company which is situated within the said State of Pennsylvania, and which, together with the portion situated in the State of Delaware, forms the entire line of said railroad to be sold under the decree of the Circuit Court aforesaid.

tion and corporate exist

ence.

merge and with the corporation au

operate the

nia portion of

shall be

SECTION 4. And be it further enacted, That such consolida- How such tion as is provided for in the next foregoing section, shall be consolidation made under the conditions, provisions, restrictions, and with made. the powers hereinafter mentioned and contained; that is to say,

ment of di

two corpora

I. The directors of the two corporations proposing to con- Joint agreesolidate, may enter into a joint agreement under the corporate rectors of the seal of each company, for the consolidation of said companies two co and rail roads, and prescribing the terms and conditions there- What it shall of, the mode of carrying the same into effect, the name of prescribe the consolidated corporation, the number and names of the solidated cordirectors and other officers thereof, and who shall be the first directors and officers, and their places of residence, the num

of con

poration.

Conversion

each company into

stock.

OF CORPORATIONS.

of shares of ber of shares of the capital stock, the amount or par value of each share, and the manner of converting the capital stock consolidated 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.

meetings of

of respective

of agree

ment.

Notice of time and

given.

Separate II. Said agreement shall be submitted to the stockholders stockholders of each of the said companies or corporations at a meeting companies thereof, called, separately, for the purpose of taking the same for adoption into consideration, due notice of the time and place of holding such meeting, and the object thereof shall be given by written or printed notices addressed to each of the persons place; how in.whose names the capital stock of said companies 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 published for, at least, two weeks in some newspaper in the city, town or county where such company or corporation shall have its principal office or place of business, and at the said meeting of stockholders the agreement of the said directors shall be Manner of 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 Adoption shall be certified thereon by the secretary of the respective fied. companies, under the seal thereof, and the agreement_so to be filed in adopted, or a certified copy thereof, shall be filed in the office office of Sec- of the Secretary of State, and a copy of the same duly certiState. fied by him under his seal of office shall be recorded in the copy to be office of the recorder of deeds, in and for New Castle county,

voting on said agree. ment.

Vote neces

sary to

adopt.

how certi

Agreement

retary of

His certified

recorded; where.

and the said agreement or a certified 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 agreement What shall and act of consolidation of the said companies, and shall be be evidence conclusive evidence of the due performance of all acts necesexistence of Sary to such consolidation, and a copy of said agreement and consolidated act of consolidation duly certified by the Secretary of State, or recorder under his seal of office, shall be evidence of the corporate existence of said consolidated corporation.

of corporate

corporation.

Effect of

such consolidation.

SECTION 5. And be it further enacted, That upon the making and perfecting of the agreement and acts of consolidation as provided in the next foregoing section, and the filing and recording of the same, as aforesaid, the two corporations, parties

4