Voting Election of directors, how Non-election not to dissolve CONCERNING RAILROADS. the use and benefit of any other person. And in all voting by proxy the attorney shall be legally constituted under the hand and seal of the party, and the authority properly authenticated when, according to the laws of this State, such authentication is necessary. SECTION 5. And be it further enacted, That the election of directors provided for in the preceding section shall be conducted in the following manner, that is to say: The directors for the conducted. time being shall appoint two of the stockholders, not being directors, to be judges of the said election and to conduct the same after having severally taken and subscribed an oath or affirmation before some proper officer well and truly and according to law to conduct such election; and the said judges shall decide upon the qualifications of voters, and when the election. is closed shall count the votes and declare who has been elected, and if it shall at any time happen that an election of directors of directors shall not be made the corporation shall not for that cause be deemed to be dissolved, but it shall be lawful to hold and make such election of directors on the same day, or any day thereafter, by giving at least ten days notice (signed by the president or Notice of the secretary) in the newspapers before mentioned of the time and place of holding said election; and the directors of the preceding shall in that case continue to act and be invested with all Continuance year the powers belonging to their office until another election shall take place. In case of the death, resignation or removal from the State of any director, his place shall be filled by the board of directors until the next annual election: Provided, the removal of a director from this State shall not operate to vacate his place should there be a majority of directors still residing in this State. corporation. time and place for election. in office. how filled. Meetings of directors, Quorum. Election of President and other officers. Powers of SECTION 6. And be it further enacted, That the said board of where held. directors shall hold their meetings in the City of Wilmington, or in such other place as they may adopt, and when met five shall constitute a quorum. They shall elect a president and secretary and treasurer, and such other officers as may be required for the transaction of their business and for carrying on the intended directors, to work, and shall have power to fix their salaries and wages, to ascertain the times, manner and proportion in which the said stockholders shall pay the moneys due on their respective shares, and generally to do all such other acts, matters and things as by this act and by the by-laws and regulations of the company they are authorized to do. fix salaries. To make calls. Certificates of stock. SECTION 7. And be it further enacted, That the board of directors first chosen shall procure certificates or evidences of stock for all the shares of said company, and shall deliver one such certificate, signed by the president and countersigned by the CONCERNING RAILROADS. delivered. Certificates How. Assignee to treasurer, and sealed with the common seal of said corporation, to each person or party entitled to receive the same according to To whom the number of shares by him, her or them respectively subscribed or held, which certificates or evidences of stock shall be transferable at the pleasure of the holder, in person or by attor- of stock ney duly authorized, in the presence of the president or trea- transferable. surer, in a suitable book or books, to be kept by the company for that purpose, (subject to all payments due or to become due thereon,) and the assignee, or the party to whom the same shall have been so transfered, shall thereupon be a member of said be a member corporation and have and enjoy all the immunities, privileges ration. and franchises, and be subject to all the liabilities, conditions and penalties incident thereto in the same manner as the original subscriber would have been: Provided, That no certificate shall Proviso. be transferred so long as the holder thereof is indebted to said company, unless the board of directors shall consent thereto : And provided, That no such transfer of stock shall have the effect of discharging any liabilities or penalties theretofore incurred by the owner thereof. of the corpo refusing to within thirty days. SECTION 8. And be it further enacted, That if, after thirty days' Penalty for notice in the public papers aforesaid of the time and place ap- pay call pointed for the payment of any portion or installment of the said capital stock in order to carry on the work, any stockholder shall neglect to pay such proportion or installment, at the place appointed, for the space of thirty days after the time so appointed. every such stockholder, or his or her assignee shall, in addition to the installment so called for, pay at the rate of two per cent. per month for the delay of such payment; and if the same and the additional penalty shall remain for such space of time as that the accumulated shall become equal to the sum before paid in part and on account of such shares, the same shall be forfeited to the said company, and may be sold to such person or persons willing to purchase for such price as can be obtained for the same; or in default of payment by any stockholder of any such installment as aforesaid, the president and directors may, at their President election, cause suit to be brought before any justice of the peace, and directors mayor of the City of Wilmington, or in any court having com- suit for the petent jurisdiction for the recovery of the same, together with amount of the penalty aforesaid: Provided, That no stockholder, whether penalty. original subscriber or assignee, shall be entitled to vote at any holder entielection, or at any general or special meeting of the said com- who has not pany, on whose share or shares any installment or arrearages paid his calls inay be due and payable more than thirty days previous to said days. election or meeting. may bring the calls and No stock tled to vote within thirty bond, other SECTION 9. And be it further enacted, That the president and Treasurer to directors of the said company shall demand and require of and officers to from the said treasurer, and from such other officers and persons required. bond when Dividends. Not to exceed the net profits of the com pany. Directors CONCERNING RAILROADS: by them employed as they may deem necessary, bond in sufficient penalties and with such sureties as they shall, by their bylaws, rules and regulations require for the faithful performance of the several duties and trusts to them or any of them respectively committed. SECTION 10. And be it further enacted, That dividends of so much of the profits of the company as shall appear advisable to the directors shall be declared at least twice in every year and paid to the stockholders on demand at any time after the expiration of ten days therefrom; but they shall in no case exceed the amount of the net profits actually acquired by the company, so that the capital stock shall never be thereby impaired. If the said directors shall make any dividends which shall impair the claring divi- capital stock of said company, the directors consenting thereto shall be liable, in their individual capacities, to said company for the amount of the stock so divided, and each director present when such dividend shall be made, shall be adjudged to be consenting thereto unless he forthwith enter his protest on the minutes of the board and give public notice to the stockholders at the declaring of such dividends. liable for de dends ex ceeding profits. Directors present deemed to consent unless, &c. to exhibit company at annual meetings. Special Directors SECTION 11. And be it further enacted, That at each annual Statement of meeting of the stockholders the directors of the preceding year the affairs of shall exhibit to them a complete statement of the affairs and proceedings of the company for the preceding year, and that special meetings of the stockholders may be called by order of meetings, the directors, or by stockholders holding one-fourth in amount of the capital stock, on like notice as that required for annual meetings, specifying, moreover, the object of the meeting. But no Nature of the business shall be transacted at such special meeting, unless a majority in value of the stockholders shall attend in person or by proxy. how called. business to be trans acted. Company authorized railroad. Where. SECTION 12. And be it further enacted, That the said company to construct be and they are hereby authorized to locate and construct a railroad, beginning at a point on the Christiana River, at or near to the junction of the Philadelphia, Wilmington and Baltimore Railroad with the New Castle and Wilmington Railroad, and extending to the line of this State, in, or nearly in the direction of Parksburg or Penningtonville, in State of Pennsylvania, by such eligible route (passing through the limestone valley of Hockessin,) as will be favorable for the transportation of lime, so imauthorized. portant to the agricultural and building interests of this State, together with the power of constructing a branch from the beginning point of the same to the City of Wilmington, and such other lateral roads, or branches or extensions, not exceeding eight miles in length, as occasion may require, and for these purposes to enter upon any lands necessary for locating, laying Branch road CONCERNING RAILROADS. upon land any burying be taken pensation be owner. out, or making the same, or to procure sand, gravel, earth, or May enter stone for such use, and to obtain title and right to the same, as for these hereinafter provided: Provided, That neither the said railroad, purposes. nor any of its branches, shall be laid so as to pass through any pass through burying ground, or place of public worship, nor through any ground." dwelling house without the consent of the owner thereof: And provided, That before the company shall enter upon or take pos- Lands not to session of any lands or materials required for the construction until comor location of the said road, they shall make compensation to made to the owner or owners thereof, or shall tender adequate security therefor. And the said company may lay down the track of Crossing their railroad across any other railroad that may now or hereafter be constructed in this State, and which it may be necessary authorized. to cross for purposes aforesaid: Provided, That in crossing the track of any other railroad, they shall construct their crossing in such a manner that the same shall not impede or obstruct the passage of any car or locomotive upon the road or roads so crossed: And provided further, That the corporation whose track is thus crossed may claim and obtain damages according to the provisions of this act. other railroads Proviso. company owners of entry. SECTION 13. And be it further enacted, That when it shall be Remedy of necessary for the president and directors of the said company, or against the their agents, to enter in, upon, and occupy, for the purpose of lands refusmaking said railroad, any lands the owners of which refuse to ing to permit permit such entry and occupation, then it shall be lawful for the Superior Court of New Castle county, if in term time, or any judge of said court in vacation, on application of either party, and at the cost and charge of said company, to appoint five disinterested men of said county, who shall go upon the said lands and assess the damages of such owner or owners fairly and impartially, taking into consideration all the benefits to be derived from or in consequence of the said railroad to the said owner or owners, and the said commissioners shall certify their finding Commissionand award to both parties; whereupon the company, on paying award to the damages so assessed, shall become entitled to have, use and both parties. enjoy the said lands for the purposes required by them forever. And in case any owner or owners of lands necessary for the owners purposes of said company shall be a minor or non-resident, or bility or for any cause incapable of receiving, or unwilling or neglecting refusing to to receive said damages, or to call on the company for the same, ages, comthe said company may deposit the amount of the said damages deposit them to the credit of such owner or owners in the National Bank ofin bank. Wilmington and Brandywine, subject to his, her, or their order, whereupon the said company shall be entitled to have, use and Whereupon enjoy the said lands and premises required for the purposes of have title. said company for and on account of which damages shall have ers to certify under disa accept dam pany may company to CONCERNING RAILROADS. Expenses of been so assessed. The expenses of the assessment of said damdamages. ages shall always be paid by the said company. assessing Crossings over public roads. Other crossings. SECTION 14. And be it further enacted, That the said railroad shall be so constructed by the said company as not to impede or obstruct the free use or passage of any public road or roads which may cross or enter at the same, being now laid out or to be hereafter laid out, and in all places where the said railroad may cross, or in any way interfere with any public road, it shall be the duty of the said company to make and maintain, or cause to be made and maintained, a good and sufficient causeway or causeways to enable all persons passing or traveling such public roads to cross or pass over or under the said railroad, and that for the accommodation of all persons owning or possessing land through which the said railroad may pass, it shall be the duty of the said company to make and maintain, or cause to be made and maintained, a good and sufficient causeway or causeways whenever the same may be necessary to enable the occupant or occupants of said lands to cross or pass over the same with wagons, carts, or implements of husbandry, as occasion may require: ProOne crossing vided, That the said company shall in no case be required to only to one make and maintain, or cause to be made and maintained, more than one such causeway through each plantation or tract of land for the accommodation of any one person owning or possessing land through which the said railroad may pass, and where any public road shall cross such railroad the person owning or possessing land through which the said railroad may pass shall not be entitled to make such requisition on said company. And if Penalty for the said company shall neglect or refuse to make such causeway or causeways on request, or when made to keep the same in good repair, then said company shall be liable to pay any person aggrieved thereby all damages sustained by such person in consequence of such neglect or refusal, to be sued for and recovered before any justice of the peace or any court having cognizance thereof; and the service of process upon any officer or agent of said company shall be as good and available in law as if served upon the president thereof. tract of land. neglect to make sucn crossing. How recovered. Service of process penalties under this act. Suit against SECTION 15. And be it further enacted, That no suit or action company for shall be brought or prosecuted by any person or persons for any penalties incurred under this act unless suit or action shall have been commenced within six months next after the offence shall have been committed or the cause of action shall have accrued, and the defendant or defendants in such suit or action may plead the general issue, and give this act and the special matter in evidence, and that the same was done in pursuance and by authority of this act. SECTION 16. And be it further enacted, That if any person or per |