Delaware General Assembly

CHAPTER 394.

GENERAL PROVISIONS RESPECTING CORPORATIONS.

AN ACT PROVIDING A GENERAL CORPORATION LAW.

Be it enacted by the Senate and House of Representatives of the State of Delaware General Assembly met, (with the concurrence of two-thirds of the members elected to each House of the General Assembly):

Section 1. Any number of persons, not less than three, may associate to establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose under the provisions of and subject to the requirements of this Act as hereinafter provided; excepting for such purposes as are excluded from the operation of a general law by Section 1 of Article 9, of the Constitution of this State, upon making and filing a certificate of incorporation in writing in manner hereinafter mentioned.

Corporations for constructing, maintaining- and operating railroads, railways, telegraph or telephone lines outside of this State may be formed under the general provisions of this Act, but corporations for constructing, maintaining and operating railroads or railways within this State shall be subject to the special provisions and requirements of this Act applicable to such corporations.

Section 2. Every corporation created under the provisions of this Act shall have power:

1. To have succession, by its corporate name, for the time stated in its certificate of incorporation, and when no period is limited, it shall be perpetual.

2. To sue and be sued, complain and defend in any Court of law or equity.

3. To make and use a common seal, and alter the same at pleasure.

4. To hold, purchase and convey real and personal estate, and to mortgage any such real and personal estate with its franchises; the power to hold real and personal estate, except in the case of religious corporations, shall include the power to take the same by devise or bequest.

5. To appoint such officers and agents as the business of the corporation shall require and to allow them suitable compensation.

6. To make by-laws not inconsistent with the constitution or laws of the United States or of this State; fixing and altering the number of its directors, for the management of its property, the regulation and government of its affairs, and for the certification and transfer of its stock, with penalties for the breach thereof not exceeding twenty dollars.

7. To wind up and dissolve itself, or to be wound up and dissolved in the manner hereinafter mentioned.

8. To conduct business in this State, other States, the District of Columbia, the territories and colonies of the United States and in foreign countries, and have one or more offices out of this State, and to hold, purchase, mortgage and convey real and personal property out of the State, provided such powers are included within the object set forth in its certificate of incorporation.

Section 3. In addition to the powers enumerated in the Second Section of this Act, every corporation, its officers, directors and stockholders, shall possess and exercise all the powers and privileges contained in this Act, and the powers expressly given in its charter or in its certificate under which it was incorporated, so far as the same are necessary or convenient to the attainment of the objects set forth in such charter or certificate of incorporation; and shall be governed by the provisions and be subject to the restrictions and liabilities in this Act contained, so far as the same are appropriate to and not inconsistent with such charter or Act under which such corporation was formed; and no corporation shall possess or exercise any other corporate powers, except such incidental powers as shall be necessary to the exercise of the powers so given.

Section 4. No corporation created under the provisions of this Act shall, by any implication or construction, be deemed to possess the power of carrying on the business of discounting bills, notes or other evidences of debt, of receiving deposits of money, of buying gold and silver bullion, or foreign coins, or buying and selling bills of exchange, or of issuing bills, notes or other evidences of debts for circulation as money.

Section 5. The certificate of incorporation shall set forth:

1. The name of the corporation, which name shall contain one of the words "association," "company," "corporation," "club," "incorporated," "society," "union" or "syndicate," and shall be such as to distinguish it from any other corporation engaged in the same business, or promoting or carrying on the same objects or purposes in this State.

2. The name of the city or town, county or place, within the county in which its principal office or place of business is to be located in this State.

3. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on.

4. The amount of the total authorized capital stock of the corporation, which shall not be less than two thousand dollars, the number of shares into which the same is divided and the par value of each share; the amount of capital stock with which it will commence business, which shall not be less than one thousand dollars; and if there be more than one class of stock created by the certificate of incorporation, a description of the different classes with the terms on which the respective classes of stock are created. Provided, however, that the provisions of this paragraph shall not apply to corporations not for profit, for which it is desired to have no capital stock; in case any such corporation desires to have no capital stock it shall be so stated, and the conditions of membership shall be also stated.

5. The names and places of residence of each of the original subscribers to the capital stock, or if there be no stock, of the original corporators.

6. Whether or not the corporation is to have perpetual existence, if not, the time when its existence is to commence and the time when its existence is to cease.

7. Whether the private property of the stockholders shall be subject to the payment of corporate debts, and if so, to what extent.

8. The certificate of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provisions creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any classes of the stockholders; provided, such provisions are not contrary to the laws of this State.

Section 6. The certificate shall be signed and sealed by each of the original subscribers to the capital stock, or if there be no capital stock, by each of the original corporators, and shall be acknowledged before any officer authorized by the laws of this State to take acknowledgments of deeds to be the act and deed of the signers respectively, and that the facts therein stated are truly set forth; said certificate shall be filed in the office of the Secretary of State, who shall furnish a certified copy of the same under his hand and seal of office, and said certified copy shall be recorded in the office of the Recorder of Deeds of the county where the principal office of said corporation is to be located in this State, in a book to be kept for that purpose ; said certificate or a copy thereof duly certified by the Secretary of State, accompanied with the certificate of the recorder of the county wherein the same is recorded under his hand and the seal of his office, stating that it has been recorded, the record of the same in the office of the Recorder aforesaid, or a copy of said record duly certified by the Recorder aforesaid, shall be evidence in all courts of law and equity in this State.

Section 7. Upon making the certificate of incorporation and causing the same to be filed, and a certified copy thereof recorded as aforesaid, and paying the license tax therefor to the Secretary of State, the persons so associating, their successors and assigns, shall from the date of such filing be and constitute a body corporate, by the name set forth in said certificate, subject to dissolution as in this Act elsewhere provided.

Section 8. Until the directors are elected, the signers of the certificate of incorporation shall have the direction of the affairs and of the organization of the corporation, and may take such steps as are proper to obtain the necessary subscriptions to stock and to perfect the organization of the corporation.

Section 9. The business of every corporation organized under the provisions of this Act shall be managed by a board of not less than three directors, except as hereinafter provided; each of whom shall own in his own right not less than three shares of capital stock; they shall hold office until their successors are respectively elected and qualified, and a majority of them shall constitute a quorum for the transaction of business, and at least one of them shall be a resident of this State. The Board of Directors may, by resolution passed by a majority of the whole board, designate two or more of their number to constitute an executive committee, who, to the extent provided in said resolution or in the by-laws of said company, shall have and exercise the powers of the board of Directors in the management of the business and affairs of the company, and may have power to authorize the seal of the company to be affixed to all papers which may require it. The directors of any corporation organized as aforesaid may, if so stated in the certificate of incorporation or in any amendment thereto, or may by a vote of the stockholders, be divided into one, two or three classes; the term be of office of those of the first class to expire at the annual meeting next ensuing; of the second class one year thereafter; of the third class two years thereafter, and at each annual election held after such classification and election directors shall be chosen for the full term, as the case may be, to succeed those whose terms expire.

Section 10. Every corporation organized under this Act shall have a President, Secretary and Treasurer, who shall be chosen by the Directors or stockholders, as the by-laws may direct; and shall hold their offices until their successors are chosen and qualified; the President shall be chosen from among the Directors; the Secretary shall be sworn to the faithful discharge of his duty, and shall record all the proceedings of the meetings of the corporation and directors in a book to be kept for that purpose, and perform such other duties as shall be assigned to him; the Treasurer may be required to give bond in such sum and with such surety or sureties as shall be provided by the by-laws, for the faithful discharge of his duty.

The Secretary and Treasurer may or may not be the same person, and if the corporation have a Vice-President, he may, if deemed advisable by the Directors, hold the offices of Vice-President and Treasurer, or Vice-President and Secretary, but not the offices of Vice-President, Secretary and Treasurer.

The corporation may have such other officers, agents and factors as may be deemed necessary, who shall be chosen in such manner and hold their offices for such terms as may be prescribed by the by-laws, or determined by the Board of Directors, and may secure the fidelity of any or all of such officers by bond or otherwise; and may also provide by the by-laws for the qualification of any or all of such officers before any person authorized by law to administer an oath.

A failure to elect annually a President, Secretary, Treasurer or other officers shall not dissolve a corporation.

Any vacancy occurring in the office of President, Secretary or Treasurer by death, resignation, removal or otherwise, shall be filled in the manner provided for in the by-laws; in the absence of such provision, such vacancy shall be filled by the Board of Directors.

Section 11. The first meeting of every corporation shall be called by a notice signed by a majority of the incorporators named in the certificate of incorporation, designating the time, place and purpose of the meeting; and such notice shall, at least two weeks before the time of any such meeting, be published three times in some newspaper of the county where the corporation may be established or have its principal place of business, or said first meeting may be called without such publication of notice, if two days' notice be personally served on all the parties named in the certificate of incorporation, or if all the parties named in the certificate of incorporation, shall in writing, waive notice and fix a time and place of meeting, then no notice of publication whatever shall be required of such first meeting.

Section 12. The power to make and alter by-laws shall be in the stockholders, but any corporation may, in the certificate of incorporation, confer that power upon the directors. Bylaws made by the directors under power so conferred may be altered or repealed by the directors or stockholders.

Section 13. Every corporation shall have power to create two or more kinds of stock of such classes, with such designations, preferences and voting powers, or restriction or qualification thereof, as shall be stated and expressed in the certificate of incorporation; and the power to increase or decrease the stock, as in this Act elsewhere provided, shall apply to all or any of the classes of stock ; but at no time shall the total amount of the preferred stock exceed two-thirds of the actual capital paid in cash or property; and such preferred stock may, if desired, be made subject to redemption at not less than par, at a fixed time and price, to be expressed in the certificate thereof, and the holders thereof shall be entitled to receive, and the corporation shall be bound to pay thereon a fixed yearly dividend, to be expressed in the certificate, not exceeding eight per centum, payable quarterly, half yearly or yearly, before any dividend shall be set apart or paid on the common stock, and such dividends may be made cumulative; and in no event shall a holder of preferred stock be personally liable for the debts of the corporation ; but in case of insolvency, its debts or other liabilities shall be paid in preference to the preferred stock.

Unless its original or amended charter or certificate of incorporation shall so provide, no corporation shall create preferred stock. The terms "general stock" and 'common stock" are synonymous.

Section 14. Any corporation existing under any law of this State may issue stock for labor done or personal property or real estate or leases thereof ; in the absence of fraud in the transaction, the judgment of the directors as to the value of such labor, property, real estate or leases shall be conclusive.

Section 15. Every stockholder shall have a certificate under the seal of the corporation signed by the president and treasurer, certifying the number of shares owned by him in such corporation.

Section 16. The shares of stock in every corporation shall be deemed personal property and transferable on the books of the corporation in such manner and under such regulations as the by-laws provide; provided, however, that no stock or bonds issued by any corporation organized under this Act shall be taxed by this State when the same shall be owned by non-residents of this State, or by foreign corporations. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

Section 17. Unless otherwise provided in the charter, certificate or by-laws of the corporation, each stockholder, whether resident or non-resident, shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held by him but no proxy shall be voted on after three years from its date; nor shall any share of the stock be voted on at any election which has been transferred on the books of the corporation within twenty days next preceding such election.

Section 18. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy may represent said stock and vote thereon.

Section 19. Shares of stock of the corporation belonging to the corporation shall not be voted upon directly or indirectly.

Section 20. When the whole capital stock of a corporation shall not have been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of the par value of such share as fixed by the charter of the company or its certificate of incorporation, or such proportion of that sum as shall be required to satisfy the debts of the company, which said sum or proportion thereof may be recovered as provided for in Section 49 of this act as amended, after a writ of execution against the corporation has been returned unsatisfied, as provided for in Section 51 of this Act as amended.

Section 21. When any corporation is authorized to commence business, the directors may, if its whole capital stock has not been subscribed, open books for additional subscriptions to its capital stock.

The capital stock of a corporation shall be paid in such amounts anti at such times as the directors may require. And the directors may, from time to time, assess upon each share of, stock not fully paid up, such sum of money as the necessities of the business may, in the judgment of the Board of Directors, require, not exceeding in the whole the balance remaining unpaid on said stock, up to the par value thereof, and such sum so assessed shall be paid to the Treasurer at such times and by such installments or calls as the directors shall direct, the said directors having given at least thirty clays notice of the time and place of such payments in a newspaper of the county in this State where such corporation is established, or has its principal place of business, or by written notice mailed at least thirty days before the time for such payment, to each stockholder at his last known post office address.

Section 22. When any stockholder fails to pay any installment or call upon his stock which may have been properly assessed thereon by the directors, at the time when such payment is due, the directors may collect the amount of such installments or call any balance thereof remaining unpaid, from the said stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all assessments then due from him with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum clue on each share shall be given by advertisement for three weeks successively; once in each week before the sale, in a newspaper of the county in this State where such corporation is established, or has its principal place of business, and such notice shall be mailed by the treasurer of the corporation to such delinquent stockholder at his last known post office address, at least twenty clays before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, brought within the county where such corporation is established or has its principal place of business, within one year from the date of the bringing such action at law, the said stock shall be forfeited to the corporation and the amount previously paid in by the delinquent on the stock shall be forfeited to the corporation.

Section 23. The President with the Secretary or Treasurer of every corporation organized under this Act shall upon the written request of any creditor or stockholder of such corporation make a certificate stating the amount of the installments or calls paid in cash or by the purchase of property, stating also the total amount of capital stock issued, which certificate shall be signed and sworn or affirmed to by the President and Secretary or Treasurer,

and they shall within thirty days after the making of such certificate or certificates cause the certificate to be filed in the office of the Secretary of State.

Section 24. If any of the said officers shall neglect or refuse to perform the duties required of them in the preceding section for thirty clays after written request so to do by a creditor or stockholder of the corporation, they shall be jointly and severally liable for all its debts contracted after the making of such payments as provided for in the preceding section and before the filing of such certificate.

Section 25. It shall be lawful for the incorporators of any corporation, before the payment of any part of its capital, to file with the Secretary of State an amended certificate, duly signed by the incorporators named in the original certificate of incorporation, and duly acknowledged in the manner in this Act required for certificates of incorporation, in this Act heretofore provided for, modifying, changing, or altering its original certificate of incorporation in whole or in part ; and said Secretary of State shall furnish a certified copy of said certificate under his hand and seal of office, and said certified copy shall be recorded in the office of the Recorder of the county in which its original certificate of incorporation was recorded ; said amended certificate shall take the place of the original certificate of incorporation, and shall be deemed to have been filed and recorded on the date of the filing and recording of the original certificate, provided, however, that nothing herein contained shall permit the insertion of any matter not in conformity with the provisions of this Act.

Section 26. Any corporation of this State existing prior to the passage of this amendatory Act, whether created by special Act, or general law, or any corporation created under the provisions of this Act, may, from time to time, when and as desired, amend its charter of incorporation, either by addition to its corporate powers and purposes, or diminution thereof ; or by substitution of other powers and purposes, in whole or in part, for those prescribed by its charter ; or by increasing or decreasing its authorized capital stock ; or by changing the number and par value of the shares of its capital stock ; or by changing its corporate title.

Every such amendment shall be made and effected in manner following, to wit:

1. If the corporation has a capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and calling a meeting of the stockholders for consideration thereof. Said meeting shall be called and held upon such notice as the corporation's charter or by-laws provide, and in the absence of such provision, upon notice thereof, either delivered to the stockholder or mailed to the stockholder's post office address, if known, at least ten clays before the date fixed for said meeting. At said meeting, a vote of the stockholders by ballot, in person or by proxy, shall be taken for and against the proposed amendment, which vote shall be conducted by two judges appointed for that purpose either by the directors or by the said meeting. Said judges shall decide upon the qualification of voters, and when the vote is completed, count and ascertain the number of shares voted respectively for and against said amendment, and declare whether the persons or bodies corporate holding the majority of the stock of said corporation (or of each class of stock, if there be more than one) have voted for or against the proposed amendment; and shall make out certificates accordingly in duplicate, stating the number of shares of stock voted for and against the amendment respectively, and subscribe and deliver the same to the secretary of the corporation. If it shall appear by said certificates of the judges that the persons or bodies corporate holding the majority of the stock of said corporation (or of each class of stock, if there be more than one) have voted in favor of the amendment, thereupon, the said corporation shall make, under its corporate seal, and the hands of its President and Secretary, a certificate accordingly, and the President shall duly execute the same before an officer authorized by the laws of this State to take acknowledgments of deeds; and the said certificate, so executed and acknowledged with one of the said judge's duplicate certificates attached, shall be filed in the office of the Secretary of State, and a copy thereof certified by said Secretary of State shall be recorded in the office of the Recorder of the County in which the original charter of incorporation is recorded; or if the corporation shall have been created by special public act of the Legislature, then said certificate shall be recorded in the office of the Recorder of any county where the business of the said corporation may be conducted. And upon so filing and recording the same, the charter of said corporation shall be deemed to be amended accordingly. Provided, however, that no corporation shall decrease its authorized capital stock without paying or adequately securing such of its debts as are not then fully secured.

2. If the corporation has no capital stock, then the Board of Directors, managers, trustees, or the governing body thereof, shall pass a resolution declaring that such amendment, addition, change or alteration is advisable, and if at the next meeting, held not earlier than fifteen days and not later than thirty days from the meeting at which such resolution shall have been passed, two-thirds of the whole number of the said Board of Directors, managers, trustees, or the governing body, shall vote in favor of such amendment, addition, change or alteration, a certificate thereof shall be signed by the President and Secretary under the corporate seal, acknowledged by said President and Secretary before any officer authorized by the laws of this State to take acknowledgments of deeds, to be the Act and deed and certificate of such corporation, and such certificate acknowledged as aforesaid, together with the assent of two-thirds of the whole number of the members of the said Board of Directors, managers, trustees, or governing body in writing, shall be filed in the office of the Secretary of State, and a copy thereof duly certified by the Secretary of State shall be recorded in the office of the Recorder of the county in which the original charter of incorporation is recorded; or, if the corporation shall have been created by a special public Act of the Legislature, then said certificate shall be recorded, as above provided, in the county where said corporation has its principal place of business; and upon so filing and recording the same, the charter of incorporation shall be deemed to be amended accordingly.

Section 27. Every corporation organized under the provisions of this Act may, at any meeting, increase its capital stock, and the number of shares therein, until it shall reach the amount named in the original certificate.

Section 28. Any corporation organized under this Act may reduce its capital stock at any time by a vote of, or by the written consent of stockholders representing two-thirds of its capital stock, and after notice of the proposed decrease has been mailed to the address of each stockholder at least twenty clays before the meeting is held for that purpose; and a statement of the reduction shall be signed and acknowledged by the President and a majority of the Directors, and shall be filed and a certified copy thereof recorded in the same manner as certificates of incorporation are required to be. No such reduction, however, shall be made in the stock of any corporation until all its debts which are not otherwise fully secured shall have been paid and discharged.

The decrease of capital stock issued may be effected by retiring or reducing any class of the stock, or by drawing the necessary number of shares by lot for retirement, or by the surrender of every shareholder of his shares, and the issue to him in lieu thereof of a decreased number of shares, or by the purchase at not above par of certain shares for retirement, or by retiring shares owned by the corporation or by reducing the par value of shares; and when any corporation shall decrease the amount of its capital stock hereinbefore provided, the certificate decreasing the same, shall be published for three weeks successively at least once in each week, in a newspaper published in the county in which the principal office of the corporation is located ; the first publication to be made within fifteen clays after the filing of such certificate, and in default thereof the Directors of the corporation shall be jointly and severally liable for all the debts of the corporation contracted before the filing of the said certificate, and the stockholders shall also be liable for such sums as they may respectively receive of the amount so reduced; provided, no such decrease of capital stock shall release the liability of any stockholder whose shares have not been fully paid, for debts of the corporation theretofore contracted.

Section 29. After the first election of directors no stock shall be voted on at any election which shall have been transferred on the books of the company within twenty days next preceding such election, and it shall be the duty of the officer who shall have charge of the stock ledger to prepare and make, at least ten days before every election, a complete list of stockholders entitled to vote, arranged in alphabetical order. Such list shall be open at the place where said election is to be held for said ten days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Upon the neglect or refusal of the said directors to produce such list at any election they shall be ineligible to any office at such election. The original or duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the company, or to vote in person or by proxy, at such election. The original or duplicate stock ledger containing the names and addresses of the stockholders, and the number of shares held by them, respectively, shall, at all times, during the usual hours for business, be open to the examination of every stockholder at its principal office or place of business in this State, and said original or duplicate stock ledger shall be evidence in all courts of this State.

Every corporation now or hereafter organized under and pursuant to the provisions of this Act may make suitable provision in its certificate of incorporation, original or amended, and thereby to the extent, in the manner and subject to the conditions provided in the certificate of incorporation confer upon the holders of any bond or debentures issued or to be issued by any such corporation, whether secured by mortgage or otherwise, the power to vote in respect to the corporate affairs and management of the company to the same extent and in the same manner as stockholders of the said corporation, as may be provided in the certificate of incorporation and, in case of a default in the payment of the principal or interest on said bonds or otherwise, or in any other case, confer upon such bondholders the same right of inspection of the corporate books and accounts and records of any such company, and also any other rights, which the stockholders of the said company have or may have by reason of the provisions of the statutes of this State or pursuant to the provisions of the certificate of incorporation.

Section 30. All elections of directors shall be by ballot, unless otherwise provided in the charter or the certificate of incorporation. The first meeting for the election of directors, at which meeting any business may be transacted, shall be held at any place either within or without this State fixed by a majority of the incorporators in a writing signed by them and thereafter the said directors shall be elected at the time and place within or without this State named in the by-laws, and which shall not be changed within sixty clays next before the clay on which the election is to be held. A notice of any change shall be given to each stockholder twenty days before the election is held, in person or by letter mailed to his last known post office address.

Any vacancy in the Board of Directors shall be filled by the board, unless otherwise provided in the by-laws, and the directors so appointed shall hold office until the next annual election and until their successors shall be duly elected and qualified.

Section 31. If the election for directors of any corporation shall not be held on the day designated by the by-laws, the directors shall cause the election to be held as soon thereafter as conveniently may be no failure to elect directors at the designated time shall work any forfeiture or dissolution of the corporation, but the Chancellor may summarily order an election to be held upon the application of any stockholder, and may punish the directors for contempt of Court for failure to obey the order.

Section 32. That in all cases after the first meeting of the incorporators, where it is not otherwise provided by the by-laws, the meetings of the stockholders of every corporation shall be held at its principal office in this State. The stockholders and directors may, however, hold their meetings and have an officer or officers outside of this State if the by-laws so provide; and every corporation shall maintain a principal office or place of business in this State and shall have an agent, resident of this State, in charge thereof.

Section 33. Every corporation organized under this Act shall have in a conspicuous place on its principal office, place or place of business, in letters sufficiently large to be easily read, painted or printed the corporate name of such corporation. And every such corporation which shall fail or refuse to comply with the provisions of this section shall be subject to a fine of not less than one hundred dollars and not more than five hundred dollars, to be recovered with costs by the State, before any court of competent jurisdiction, by action at law to be prosecuted by the Attorney-General.

Section 34. The Directors of every corporation created under this Act shall have power, after reserving over and above its capital stock paid in, such sum, if any, as shall have been fixed by the stockholders, to declare a dividend among its stockholders of the whole of its accumulated profits, in excess of the amounts so reserved, and pay the same to such stockholders on demand; provided, that the corporation may , in its certificate of incorporation, or in its by-laws, give the Directors power to fix the amount to be reserved.

Section 35. No corporation created under the provisions of this Act, nor the directors thereof, shall make dividends except from the surplus or net profits arising from its business. Dividends may be paid in cash or capital stock at par, but otherwise the corporation shall not divide, withdraw, or in any way pay to the stockholders, or any of them, any part of its capital stock, or reduce its capital stock, except according to this Act, and in case of any violation of the provisions of this section the directors under whose administration the same may happen shall be jointly and severally liable in an action on the case at any time within six years after paying such dividend to the corporation and to its creditors or any of them in the event of its dissolution or insolvency,

to the full amount of the dividend made or capital stock so divided, withdrawn, paid out, or reduced, with interest on the same from the time such liability accrued; provided, that any director who may have been absent when the same was done or who may have dissented from the act or resolution by which the same was done, may exonerate himself from such liability by causing his dissent to be entered at large on the books containing the minutes of the proceedings of the directors at the time the same was done, or forthwith after he shall have notice of the same, and by causing a true copy of said dissent to be published, must publish within two weeks after the same shall have been so entered, in a newspaper published in the county where the corporation has its principal office.

Section 36. No corporation created under this Act make any loan of money to any officer of such corporation, nor shall any loan be made to a stockholder upon the security of the stock of the corporation, and if any such loan be made, the officer or officers who make it or assent thereto shall be jointly and severally liable until the repayment of the sum so loaned with interest. Nor shall any corporation take as security for any debts it lien upon any part of its capital stock, unless such lien shall be necessary to prevent loss upon a debt previously contracted. Provided, however, that the provisions of this Section shall not apply to corporations organized exclusively as Building and Loan Associations.

Section 37. If the directors or officers of any corporation, organized under the provisions of this Act, shall knowingly cause to be published or given out any written statement or report of the condition or business of the corporation that is false in any material respect, the officers and directors causing such report or statement to be published, or given out, or assenting thereto, shall be jointly and severally, individually liable for any loss or damage resulting therefrom.

Section 38. Before the payment of any part of the capital and before beginning business for which the corporation was created, the incorporators named in any certificate of incorporation may surrender all their corporate rights and franchises, by filing in the office of the Secretary of State a certificate, verified by the oath or affirmation of a majority of the incorporators named in the certificate of incorporation, that no part of the capital has been paid and such business has not been begun, and surrendering all rights and franchises, and thereupon the said corporation shall be dissolved.

39. If it should be deemed advisable, in the judgment of the Board of Directors, and most for the benefit of any corporation organized under this Act, that it should be dissolved, the board, within ten days after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, of which meeting every director shall have received at least three days' notice, shall cause notice of the adoption of such resolution to be mailed to each stockholder residing in the United States, and also, beginning within said ten days, cause a like notice to be inserted in a newspaper published in the county wherein the corporation shall have its principal office, at least four weeks successively, once a week, next preceding the time appointed for the same, of a meeting of the stockholders to be held at the office of the corporation, to take action upon the resolution so adopted by the Board of Directors, which meeting shall be held between the hours of ten o'clock in the forenoon and three o'clock in the afternoon of the day so named, and which meeting may be on the day so appointed, by consent of a majority in interest of the stockholders present, be adjourned from time to time, for not less than eight days at any one time of which adjourned meeting notice by advertisement in said and newspaper shall be given ; and if at any such meeting two-thirds in interest of all the stockholders shall consent that a dissolution shall take place and signify their consent in writing, such consent, together with a list of the names and residences of the directors and officers, certified by the president and secretary and treasurer, shall be filed in the office of the Secretary of State, who, upon being satisfied by due proof that the requirements aforesaid have been complied with, shall issue a certificate that such consent has been filed, and the Board of Directors shall cause such certificate to be published four weeks successively, at least once a week, in a newspaper published in said county; and upon the filing in the office of the Secretary of State of an affidavit of the manager or publisher of the said newspaper that said certificate has been published four weeks successively, and at least once a week, in said newspaper, the corporation shall be dissolved.

Whenever all the stockholders shall consent in writing to a dissolution, no meeting or notice thereof shall be necessary, but on filing said consent in the office of the Secretary of State, he shall forthwith issue a certificate of dissolution, which shall be published as above provided.

Section 40. All corporations, whether they expire by their own limitation, or are otherwise dissolved, shall, nevertheless, be continued for the term of three years from such expiration or dissolution bodies corporate for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, and to divide their capital stock, but not for the purpose of continuing the business for which said corporation shall have been established.

Section 41. Upon the dissolution of any corporation under the provisions of Section 39 of this Act as amended, the directors, or the governing body, by whatever name it may be known, shall be trustees thereof, with full power to settle the affairs, collect the outstanding debts, sell and convey the property, real and personal, and divide the moneys and other property among the stockholders, after paying its debts.

Section 42. The persons constituted trustees as aforesaid shall have authority to sue for and recover the aforesaid debts and property, by the name of the trustees of such corporation, describing it by its corporate name, and shall be sueable by the same name for the debts owing by such corporation at the time of its dissolution, and shall be jointly and severally responsible for such debts, to the amounts of the moneys and property of such corporation which shall conic into their hands or possession.

Section 43. When any corporation organized under this Act shall be dissolved in any manner whatever, the Court of Chancery, on application of any creditor or stockholder of such corporation, at any time, may either continue such directors, trustees as aforesaid, or appoint one or more persons to be receivers of and for such corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the company, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by such corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation; and the powers of such trustees or receivers may be continued as long as the Chancellor shall think necessary for the purposes aforesaid.

Section 44. The Court of Chancery shall have jurisdiction of said application and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.

Section 45. The said trustees or receivers after payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, shall pay the other debts due from the corporation, if the funds in their hands shall be sufficient therefor, and if not, they shall distribute the same ratably among all the creditors who shall prove their debts in the manner that shall be directed by an order or decree of the Court for that purpose; and if there shall be any balance remaining after the payment of such debts and necessary expenses, they shall distribute and pay the same to and among those who shall be justly entitled thereto, as having been stockholders of the corporation, or their legal representatives.

Section 46. If any corporation organized under this Act becomes dissolved by the expiration of its charter or otherwise, before final judgment obtained in any action pending or commenced in any Court of Record of this State, against any such corporation, the said action shall not abate by reason thereof, but the dissolution of said corporation being suggested upon the record; and the names of the trustees or receiver's of said corporation being entered upon the record, and notice thereof served upon said trustees or receivers, or if such service be impracticable upon the counsel of Record in such case, the said action shall proceed to final judgment against the said trustees or receivers by the name of the corporation.

Section 47. Whenever any corporation is dissolved or its charter forfeited by decree or judgment of the Court of Chancery, the said decree or judgment shall be forthwith filed by the Register in Chancery of the county in which such decree or judgment shall be entered, in the office of Secretary of State, and a note thereof shall be made by the Secretary of State on the charter or certificate of incorporation, and on the index thereof, and be published by him in the next volume of Laws, which he shall cause to be published.

Section 48. Service of legal process upon any corporation created under this Act shall be made by delivering a copy thereof personally to the president of such corporation, or by leaving the same at his dwelling house or usual place of abode. If the president resides out of the State, service thereof may be made by delivering a copy thereof to the secretary or one of the directors of said corporation, or by leaving the same at the dwelling house or usual place of abode of such secretary or director, or at the principal office or place of business of the corporation in this State. Service by copy left at the dwelling house or usual place of abode, or at the said principal office or place of business in this State to be effective must be delivered thereat at least six days before the return of the process, and in the presence of an adult person ; and the officer serving the process shall distinctly state the manner of service in his return thereto provided, that process returnable forthwith must be served personally.

Section 49. When the officers, directors or stockholders of any corporation, organized under this Act, shall be liable by the provisions of this Act, to pay the debts of the corporation, or any part thereof, any person to whom they are liable may have an action on the case against any one or more of them and the declaration shall state the claim against the corporation, and the ground on which the plaintiff expects to charge the defendants personally; or the person to whom they are liable may have his remedy by bill in Chancery.

Section 50.- When any officer, director or stockholder shall pay any debt of a corporation for which he is made liable by the provisions of this Act, he may recover the amount so paid, in an action against the corporation for money paid for its use, and in which action only the property of the corporation shall be liable to be taken, and not the property of any stockholder.

Section 51. No suit shall be brought against any director or stockholder for any debt of a corporation organized as aforesaid, of which he is such director or stockholder, until judgment be obtained therefor against such corporation and execution thereon returned unsatisfied.

Section 52. Receivers or trustees shall, as soon as convenient, file in the office of the Register in Chancery of the county in which the corporation's principal place of business is, a full and complete inventory of all the estate, property and effects of the corporation, its nature and probable value, and an account of all debts due from and to it, as nearly as the same can be ascertained, and make a report to the Court of their proceedings, whenever and as often as the Court shall direct.

Section 53. All creditors shall make proof under oath of their respective claims against the corporation, and cause the same to be filed in the office of the Register in Chancery of the county in which the corporation's principal place of business is, within six within six months from the date of the appointment of a receiver or trustee for such corporation, or sooner if the Court shall order and direct, and all creditors and claimants failing to do so, within the time limited by this Act, or the time prescribed by the order of the Court may, by direction of the Court be barred from participating in the distribution of the assets of the corporation; the Court may also prescribe what notice, by publication or otherwise, shall be given to creditors of the time fixed for the filing and making proof of said claim.

Section 54. It shall be the duty of the Register in Chancery, immediately upon the expiration of the time fixed for the filing of claims, in compliance with the provisions of the preceding section of this Act, to notify the receiver or trustee of the filing of said claims, and it shall be the duty of said receiver or trustee within thirty days after receiving said notice, to inspect said claims, and if said trustee or any creditor shall not be satisfied with the validity or correctness of the same, or any of them, said receiver or trustee shall forthwith notify the creditors, whose claims are disputed, of his decision; the said receiver or trustee shall require all creditors whose claims are disputed to submit themselves to such examination in relation to their claims as the receiver or trustee shall direct, and such creditors shall produce such books and papers relating to their claims as shall be required; and the receiver or trustee shall have power to examine, under oath or affirmation, all witnesses produced before him touching the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of his determination.

Provided, however, that every creditor or claimant, when he shall have received notice from said receiver or trustee, that he is not satisfied with the said claim as filed in the office of the Register in chancery, shall have the right, within ten clays thereafter, to demand that the said receiver or trustee shall certify the said claim to the Court of Chancery, which Court shall have jurisdiction to pass upon the said claim as presented, and to determine the rights of the claimant, and to make such order or decree touching the same as shall be equitable and just; and provided, further, that when any creditor or claimant shall submit himself to such examination in relation to his claim, as the receiver or trustee shall direct, and the receiver or trustee shall pass upon and allow or disallow such claim, the creditor or claimant so submitting himself, or any other creditor or claimant, shall have the right of appeal to the Court of Chancery, which Court shall hear and determine the rights of the claimant, and shall make such order or decree touching the same as shall be equitable and just.

Section 55. A receiver shall, upon application by him in the Court in which any suit is pending, be substituted as party plaintiff or complainant in the place and stead of the corporation in any suit or proceeding at law or in equity which was so pending at the time of his appointment; and no action against a receiver of a corporation shall abate by reason of his death, but, upon suggestion of the facts on the record, shall be continued against his successor or against the corporation in case no new receiver is appointed.

Section 56. Whenever the property of an insolvent corporation is at the time of the appointment of a receiver or trustee encumbered with liens of any character, and the validity, extent or legality of any such liens is disputed or brought in question, and the property of the corporation is of a character which will deteriorate in value pending the litigation respecting such lien, the Court of Chancery may order the receiver or trustee to sell the property of the corporation, clear of all encumbrances, at public or private sale for the best price that can be obtained therefor, and pay the net proceeds arising from the sale thereof, after deducting the costs of such sale into the Court, there to remain subject to the order of the said Court, and to be disposed of as the Court shall direct.

Section 57. Whenever any corporation, formed under the provisions of this Act, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of such corporation, shall have a lien upon the assets thereof for the amount of the wages due to them, not exceeding two months wages respectively, which shall be paid prior to any other debt or debts of said corporation ; but the word "employees" shall not be construed to include any of the officers of such corporation.

Section 58. The Court of Chancery shall, before making distribution of the assets of an insolvent corporation, among the creditors or stockholders thereof, allow a reasonable compensation to the receiver or trustee for his services, and the costs and expenses incurred in and about the execution of his trusts, and the costs of the proceedings in said Court, to be first paid out of said assets.

Section 59. Any two or more corporations organized under the provisions of this Act, or existing under the laws of this State, for the purpose of carrying on any business, may consolidate into a single corporation which may be either one of said consolidated corporations, or a new corporation to be formed by means of such consolidation; the directors, or a majority of them, of such corporation, as desire to consolidate, may enter into an agreement signed by them, and under the corporate seals of the respective corporations, prescribing the terms and conditions of consolidation, the mode of carrying the same into effect, and stating such other facts as are necessary to be set out in Articles of Incorporation, as provided in this Act, as well as the manner of converting the shares of each of the old corporations into the new, with such other details and provisions as are deemed necessary.

Said agreement shall be submitted to the stockholders of each corporation, at a meeting thereof, called separately for the purpose of taking the same into consideration; of the time, place and object of which meeting due notice shall be given by publication at least once a week for four successive weeks in one or more newspapers published in the county wherein each corporation either has its principal office or conducts its business, and a copy of such notice shall be mailed to the last known post office address of each stockholder of each corporation, at least twenty days prior to the date of such meeting, and at said meeting said agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and if the votes of stockholders of each corporation representing two-thirds in amount of its capital stock shall be for the adoption of the said agreement, then that fact shall be certified on said agreement by the secretary of each corporation, under the seal thereof; and the agreement so adopted and certified shall be signed by the President and Secretary of each of said corporations under the corporate seals thereof and acknowledged by the President of each of such corporations before any officer authorized by the laws of this State to take acknowledgments of deeds to be the respective act, deed and agreement of each of said corporations and the agreement so certified and acknowledged shall be filed in the office of the Secretary of State, and shall thence be taken and deemed to be the agreement and act of consolidation of the said corporations; and a copy of said agreement and act of consolidation, duly certified by the Secretary of State under the seal of his office, shall also be recorded in the offices of the Recorders of the counties of this State in which the respective corporations so consolidating shall have their original charters recorded, or if any of the corporations shall have been specially created by a public Act of the Legislature, then said agreement shall be recorded in the county where such corporation shall have had its principal place of business; and such record, or a certified copy thereof, shall be evidence of the existence of the corporation created by the said agreement, and of the observance and performance of all antecedent acts and conditions necessary to the creation thereof.

Section 60. When the agreement is signed, acknowledged, filed and recorded, as in the preceding section is required, the separate existence of the constituent corporations shall cease, and the consolidated corporations shall become a single corporation in accordance with the said agreement, possessing all the rights, privileges, powers and franchises, as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so consolidated, and all and singular the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the consolidated corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall he thereafter as effectually the property of the consolidated corporation as they were of the several and respective former corporations, and the title to any real estate, whether by deed or otherwise, under the laws of this State, vested in either of such corporations, shall not revert or be in any way impaired by reason of this Act; provided, that all rights of creditors and all liens upon the property of either of said former corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective former corporations shall thenceforth attach to said consolidated corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

Section 61. If any stockholder in either corporation consolidating as aforesaid, .who objected thereto in writing, shall within twenty days after the agreement of consolidation has been filed and recorded, as aforesaid, demand in writing from the consolidated corporation payment of his stock, such consolidated corporation shall, within three months thereafter, pay to him the value of the stock at the date of consolidation; in case of disagreement as to the value thereof, it shall he ascertained by three disinterested persons, one of whom shall be chosen by the stockholder, one by the directors of the consolidated corporation and the other by the two selected as aforesaid; and in case the said award is not paid within sixty days from the making thereof, and notice thereof given to said stockholder and said consolidated corporation, the amount of the award shall be evidence of the amount due by said corporation, and may be collected as other debts are by law collectible; on receiving payment of the award, said stockholder shall transfer his stock to the said consolidated corporation, to be disposed of by the directors thereof, or to be retained for the benefit of the remaining stockholders.

Section 62. Any action or proceeding pending by or against either of the corporations consolidated may be prosecuted to judgment, as if such consolidation had not taken place, or the new corporation may be substituted in its place.

Section 63. The liability of corporations created under this Act, or existing under the laws of this State, or the stockholders or officers thereof, or the right or remedies of the creditors thereof, or of persons doing or transacting business with such corporation, shall not in any way be lessened or impaired by the sale thereof, or by the increase or decrease in the capital stock of any such corporation, or by the consolidation of two or more corporations, or by any change or amendment in the Articles of Incorporation.

Section 64. When two or more corporations are consolidated, the consolidated corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect such consolidation; to secure the payment of which bonds and obligations it shall be lawful- to mortgage its corporate franchise, rights, privileges and property, real, personal and mixed; and may issue capital stock, to such an amount as may be necessary, to the stockholders of such consolidated corporation in exchange or payment for the original shares, in the manner and on the terms specified in the agreement of Consolidation.

Section 65. If the franchise and property of any corporation formed under the provisions of this Act, or existing under the law of this State is sold, the persons who may become the purchasers, at private sale or under the judgment of the court, may organize a corporation for the continuation, operation and management of the same; and such corporation, when organized, shall have the same rights, privileges and franchises as have been granted to, or acquired by the corporation purchased; and shall be subject to all the limitations, restrictions and liabilities imposed upon it; and, in addition thereto, shall be subject to all the provisions of this Act. Such corporation shall be formed by Articles of Incorporation, executed by the purchaser and his associates, and which shall, in addition to the requirements of the provisions of this Act, set forth the description of the property sold and the decree under which the sale was made; if it was sold under judgment, or if not, the deed conveying the property the amount paid or to be paid; and to whom and by whom, and such other statements as may be deemed necessary. The article shall be signed by the purchaser and his associates, if any, and shall be filed in the office of the Secretary of State, who shall furnish a certified copy of the same under his hand and seal of office, which shall be recorded as hereinbefore provided for certificates of incorporation; and when a certificate of such fact is delivered to the purchaser the corporation shall be deemed to be organized, and shall have all the rights, powers and privileges, and be subject to all restrictions, limitations and liabilities of other similar corporations organized under this Act.

Section 66. Sales of the property, and franchises of such corporations that may be sold under a decree of Court shall be made after such notice of the time and place as the Court may deem proper ; and if such sales are made in the foreclosure of one or more mortgages, the Court may order such sale to be made for the whole amount of the outstanding bonds and interest secured by such mortgage or mortgages, or if the property and franchise will produce so much, then for the amount of interest due under said mortgage or mortgages, subject to the payment by the purchaser of the outstanding bonds and interest secured thereby as they become due; and in the latter event may, by proper orders, secure the assumption thereof by the purchaser; but when a sale shall be ordered to be made, subject as aforesaid, the Court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from encumbrances. Sales under this section shall be made on such credits as the court may deem proper.

Section 67. Any corporation organized under this Act shall forfeit all rights, privileges and franchises obtained thereunder, if it shall fail, for two years after its organization, to commence in good faith the business, or to promote the objects or purposes for which it was organized.

Section 68. No corporation organized under this Act or existing under the laws of this State, shall be permitted to set up, or rely upon the want of legal organization as a defense to any action against it; nor shall any person transacting business with such corporation, or sued for injury clone to its property, be permitted to rely upon such want of legal organization as a defense.

This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of the corporation or its lawful possession of any corporate power it may undertake to assert in any other suit or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain such challenge shall be admissible in any suit or proceeding.

Section 69. Every corporation organized under this Act, may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate; a new certificate may be issued without requiring any bond when, in the judgment of the directors it is proper so to do, and when any such corporation shall have refused to issue a new certificate of stock in place of one theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost or destroyed, the owner of the lost or destroyed certificate or his legal representatives, may apply to the Superior Court of the State of Delaware in and for the county in which the principal office of the corporation is located for an order requiring the corporation to show cause why it should not issue a new certificate of stock in place of the one so lost or destroyed; such application shall be by petition duly verified, in which shall be stated the name of the corporation, the number and date of certificate, if known or ascertainable by the petitioner, the number of shares of stock named therein and to whom issued, and a statement of the circumstances attending such loss or destruction; thereupon said Court shall make an order requiring the corporation to show cause at a time and place therein mentioned, why it should not issue a new certificate of stock in place of the one described in the petition; a copy of the petition or order shall be served upon the president or other head officer of the corporation, or on the cashier, secretary, treasurer or any director thereof personally or left at the principal office or place of business of the corporation in this State at least five days before the time designated in the order.

Section 70. At the time and place specified in the order, and on proof of service thereof, the Court shall proceed to hear the proofs and allegations in behalf of the parties in interest, relative to the subject matter of inquiry, and if upon such hearing the court shall be satisfied that the petitioner is the lawful owner of the number of shares of capital stock, or any part thereof, described in the petition, and that the certificate therefor has been lost or destroyed and cannot be found, and no sufficient cause has been shown why a new certificate should not be issued in place thereof, it shall make an order requiring the corporation, within such time as shall be therein designated, to issue and deliver to the petitioner a new certificate for the number of shares of the capital stock of the corporation, which shall be specified in the order as owned by the petitioner, and the certificate for which shall have been lost or destroyed; in making the order the Court shall direct that the petitioner file such bond in such

bond. form and with such security as to the Court shall appear sufficient to indemnify any person who shall thereafter appear to the lawful owner of such certificate stated to be lost or stolen; any person who shall thereafter claim any rights under the certificate so lost or destroyed, shall have recourse to said indemnity, and the corporation shall be discharged from all liability to such person by reason of compliance with the order of Court; and obedience to said order may be enforced by the Court by attachment against the officers of the corporation on proof of their refusal to comply with the same.

Section 71, Any number of persons, not less than three, may form a corporation under the provisions of this Act which corporation so formed as aforesaid, shall have perpetual succession, for the purpose of draining and reclaiming low lands by ditching, draining and bringing the same into cultivation and shall do and perform the several matters and things hereinafter stated; and shall have and exercise all rights, powers and privileges herein conferred, and be subject to all the duties, limitations, restrictions and liabilities herein imposed upon corporations and for that purpose may make and sign certificates of incorporations in lieu of the certificate of incorporation hereinbefore required by the provisions of this act, in which shall be stated:

1. The name of the corporation.

2. The place from which and to which such ditch is to be constructed and the lands through which it is proposed to run. The certificate may also contain such other provisions as the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provisions creating, defining, limiting and regulating the powers of the corporation, the managers, taxables or officers. The said corporations formed under this Act, shall have no capital stock nor directors, but shall be managed by the officers and persons hereinafter provided for. Before proceeding to accomplish the ends of its incorporation, the said corporation shall apply to the Superior Court Superior Court of the State of Delaware in and for the county in which the low lands desired to be drained or the greater part thereof may be located, for the appointment of commissioners as is provided for in Section of said Chapter 59, Revised Code, as amended.

That all the provisions of said Chapter 59, Revised Code, as amended, shall be applicable to corporations created under this Section, except that the managers and Treasurer provided for in said Chapter 59, Revised Code, shall be the Managers and Treasurer of the corporation, and such managers shall be three in number instead of two as provided for in said Chapter 59, of Revised Code.

Immediately after the election of such managers, they shall elect one of their number to be president of the company, and such president and managers and other officers shall possess all the powers and duties usually vested in such officers, and in addition thereto, such other powers and duties as shall be provided for in the certificate of incorporation, or the by-laws of such company.

The managers or taxables of such company may make such by-laws regulating the conduct of the affairs of the corporation, and its officers, as they may think right and proper, and may alter and amend them at pleasure.

No tax for the use of the State shall be collected from corporations provided for by this Section, nor shall any taxes for the use of the State be collected from corporations heretofore incorporated or hereafter to be incorporated for the drainage and reclamation of low lands, for the amendment or renewal of the charter of such corporations.

Certificates of Incorporation provided for by this Section, may be amended as provided for in Section 26, of said Chapter 167, of Volume 22,. Laws of Delaware, relating to Amendments of certificates of corporations having no capital stock.

Section 72. Building and loan associations organized under this Act shall, in addition to the other powers herein granted, have power to sell their accumulated funds to and among their stockholders at any premium which may be obtained for the same, and when such funds cannot be loaned to any stockholder at par they may be loaned to any person not a stockholder at any rate of interest not exceeding six per cent., and every such association may take, as collateral security for such loans, shares of its own capital stock.

Section 73. Any number of persons, not less than nine, may form a corporation under the provisions of this Act, which corporation so formed as aforesaid, shall have perpetual succession for the purpose of constructing, maintaining and operating a railroad for the transportation of freight and passengers, and shall do and perform the several matters and things hereinafter stated and shall have and exercise all the rights, powers and privileges hereinbefore and hereafter conferred and be subject to all the duties, limitations, restrictions and liabilities hereinafter imposed upon such corporation ; and for that purpose may make and sign articles of association, in lieu of the articles of association hereinbefore required by the provisions of this Act, in which shall be stated:

1. The name of the corporation.

2. The place from which and to which such railroad is to be constructed, maintained and operated.

3. The estimated length of such railroad and the name of each county in this State through or into which it is intended to be made.

4. The amount of the capital stock of the corporation, which shall not be less than five thousand dollars for every mile of road proposed to be constructed.

5. The number of shares of which said capital stock shall consist.

6. The names and places of residence of nine directors of the corporation, who shall manage its affairs for the first year and until others are chosen in their places ; and each such person shall subscribe thereto his name, place of residence and the number of shares of stock he agrees to take in such corporation; at least one of said directors shall be a resident of this State.

7. The name of the city, town, county or place within the county in this State in which its principal office or place of business will be located in this State.

Section 74. Said articles of association shall be presented to one of the Judges of the Superior Court of the State of Delaware, who shall examine the same, and if found to conform to the requirements of this Act, shall endorse his certificate thereon accordingly. On compliance with the foregoing provisions and the requirements of the next succeeding section, which latter shall be evidence by the receipt of the State Treasurer delivered to the Secretary of State, such articles of association may be filed in the Office of the Secretary of State, who shall endorse thereon in writing the clay they are filed, and record the same in a book to be provided by him for that purpose; and upon tendering the said articles to the Secretary of State to be filed, the persons who have so subscribed such articles of incorporation and all persons who shall become stockholders in such corporation, shall be a corporation by the name specified therein ; every such corporation formed under this Act, in addition to the general powers hereinbefore in this Act set forth shall have power:

1. To have authority, by its officers and servants, to enter upon the lands or waters of any person or persons, which may be necessary, to make such examination and surveys for its proposed railroad as shall be required to be made, in the selection of the most advantageous route, but subject at all times to responsibility for all and any damage which shall be done to the property of any such person or persons.

2. To aid in the construction, maintenance and accommodation of its railroad, may take and hold such voluntary grants

No tax for the use of the State shall be collected from corporations provided for by this Section, nor shall any taxes for the use of the State be collected from corporations heretofore incorporated or hereafter to be incorporated for the drainage and reclamation of low lands, for the amendment or renewal of the charter of such corporations.

Certificates of Incorporation provided for by this Section, may be amended as provided for in Section 26, of said Chapter 167, of Volume 22, Laws of Delaware, relating to Amendments of certificates of corporations having no capital stock.

Section 72. Building and loan associations organized under this Act shall, in addition to the other powers herein granted, have power to sell their accumulated funds to and among their stockholders at any premium which may be obtained for the same, and when such funds cannot be loaned to any stockholder at par they may be loaned to any person not a stockholder at any rate of interest not exceeding six per cent., and every such association may take, as collateral security for such roans, shares of its own capital stock.

Section 73. Any number of persons, not less than nine, may form a corporation under the provisions of this Act, which corporation so formed as aforesaid, shall have perpetual succession for the purpose of constructing, maintaining and operating a railroad for the transportation of freight and passengers, and shall do and perform the several matters and things hereinafter stated and shall have and exercise all the rights, powers and privileges hereinbefore and hereafter conferred and be subject to all the duties, limitations, restrictions and liabilities hereinafter imposed upon such corporation; and for that purpose may make and sign articles of association, in lieu of the articles of association hereinbefore required by the provisions of this Act, in which shall be stated:

1. The name of the corporation.

2. The place from which and to which such railroad is to be constructed, maintained and operated.

3. The estimated length of such railroad and the name of each county in this State through or into which it is intended to be made.

4. The amount of the capital stock of the corporation, which shall not be less than five thousand dollars for every mile of road proposed to be constructed.

5. The number of shares of which said capital stock shall consist.

6. The names and places of residence of nine directors of the corporation, who shall manage its affairs for the first year and until others are chosen in their places; and each such person shall subscribe thereto his name, place of residence and the number of shares of stock he agrees to take in such corporation at least one of said directors shall be a resident of this State.

7. The name of the city, town, county or place within the county in this State in which its principal office or place of business will be located in this State.

Section 74. Said articles of association shall be presented to one of the Judges of the Superior Court of the State of Delaware, who shall examine the same, and if found to conform to the requirements of this Act, shall endorse his certificate thereon accordingly. On compliance with the foregoing provisions and the requirements of the next succeeding section, which latter shall be evidence by the receipt of the State Treasurer delivered to the Secretary of State, such articles of association may be filed in the office of the Secretary of State, who shall endorse thereon in writing the day they are filed, and record the same in a book to be provided by him for that purpose; and upon tendering the said articles to the Secretary of State to be filed, the persons who have so subscribed such articles of incorporation and all persons who shall become stockholders in such corporation, shall be a corporation by the name specified therein; every such corporation formed under this Act, in addition to the general powers hereinbefore in this Act set forth shall have power:

1. To have authority, by its officers and servants, to enter upon the lands or waters of any person or persons, which may be necessary, to make such examination and surveys for its proposed railroad as shall be required to be made, in the selection of the most advantageous route, but subject at all times to responsibility for all and any damage which shall be done to the property of any such person or persons.

2. To aid in the construction, maintenance and accommodation of its railroad, may take and hold such voluntary grants of real estate and other property as shall be made to it, but in all instances, the real estate received as a voluntary grant shall be held and used for the purpose of such grant only.

3. For the sole purpose of the construction and maintenance of its railroad, and the stations and other accommodations necessary to accomplish the object of its incorporation, it may purchase, hold and use all such real estate or other property as may be necessary.

4. To construct its road and lay out the same as herein provided, and for the purpose of cuttings and embankments, to take as much more land as may be necessary or required, for the proper construction and security for the road.

5. To use and exercise all other rights and powers herein granted.

Section 75. Articles of association, in compliance with the provisions of Sections 73 and 74 of this Act, as amended, shall not be filed and recorded in the office of the Secretary of State until at least two thousand dollars of stock for every mile of railroad proposed to be made is subscribed thereto and paid, in good faith and in cash, to the directors named in said articles of association, nor until the said directors shall have deposited the said money so subscribed and paid to them with the State Treasurer, who is constituted the custodian of the same, and shall hold the same, subject to be repaid to the directors of the said corporation, or to the treasurer thereof, in sums of two thousand dollars for each mile of said railroad, upon the construction of which it shall be proved to his satisfaction, that the said corporation has expended at least the sum of two thousand dollars, nor until there is endorsed on such articles of association, or annexed thereto, an affidavit made by at least five of the directors named in said articles of association, that the amount of stock required by this section has been, in good faith, subscribed and paid in cash as aforesaid, and that it is intended in good faith, to construct or maintain and operate the road mentioned in such articles of association which affidavit shall be recorded with the articles of association as aforesaid.

Section 76. That a copy of any articles of association for the construction and operation of railroads, filed and recorded in pursuance of provisions of this Act, or of the record thereof, with a copy of the affidavit aforesaid indorsed thereon or annexed thereto and duly certified to be a copy by the Secretary of State, shall be presumptive evidence of the incorporation of such corporation and of the facts therein stated.

Nothing in this section contained shall prevent judicial inquiry into, and ascertainment of the existence of the corporation or the possession of the corporate powers it undertakes to assert in any suit or proceeding wherein the same shall be challenged.

Section 77. The directors named in said articles of association may, when such articles of association and affidavit are filed and recorded in the office of the Secretary of State, in case the whole of the capital stock is not before subscribed, continue to receive subscriptions until the whole capital stock is subscribed; at the time of subscribing every subscriber shall pay to the directors ten per centum on the amount subscribed by him, in money, and no subscription shall be received or taken without such payment.

Section 78. That there shall be a board of not less than nine directors of every corporation formed under this Act for the purpose of constructing and operating a railroad or railroads, to manage its affairs; said directors shall be chosen annually by a majority of the votes of the stockholders at such election, and in such manner as may be prescribed in the by-laws of the corporation, and they may and shall continue to be directors until others are elected and qualified in their places; in the election of directors each stockholder shall be entitled to one vote for each share of stock held by him; vacancies in the board of directors shall be filled in such manner as shall be prescribed by the by-laws of the corporation; the inspectors to hold the first election of directors shall be appointed by the board of directors named in the articles of association; no person shall be a director unless he shall be a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he shall be chosen; at every election of directors the books and papers of such company shall be exhibited to the meeting and subject to the inspection of those present, provided a majority of the stockholders present shall require it.

Section 79. That within thirty days after the articles of association are filed in the office of the Secretary of State the directors therein named shall organize by the election of one of their number president; they may also elect a treasurer and secretary and adopt such by-laws as may appear to be proper and right for the government of the corporation.

Section 80. That the stock of every company formed under this Act shall be deemed personal estate and be transferable in the manner prescribed by the by-laws of the company, but no shares shall be transferable until all previous calls thereon shall have been paid.

Section 81. That whenever any corporation created under this Act cannot agree with the owner or owners of any land, sand, earth, gravel or other materials necessary to be taken and used in the construction of the said railroad, for the purchase thereof, the said corporation may apply to the Associate Judge of the State of Delaware, resident in the county where the land and materials necessary to be taken are located, first giving the other party or owners, at least five days' notice in writing of the intended application if within the State; and if said other party or owner be unknown or without the State, then such notice shall be published in some newspaper in the county in which the land proposed to be taken is located, at least five days prior to the intended application, and the said Associate Judge shall appoint five judicious and impartial freeholders, to view the premises and assess the damages which the owner or owners will sustain by reason of the said railroad passing through, taking and using the same. The said freeholders shall be sworn or affirmed before some Judge, Justice of the Peace, or Notary Public, before entering on the premises, faithfully and impartially to perform the duties assigned them. They shall give ten clays' notice, in writing, to the owner or owners of the premises, or to their guardian or guardians, duly appointed according to law, if within the State, and the same to the president of the corporation of the time of their meeting to view the premises; and the said commissioners shall certify their finding and award to both parties, but if either party is dissatisfied with the damages so assessed, such party may, on application to the Prothonotary of the Superior Court of the State of Delaware, in and for the county where the land lies, within thirty clays after such assessment, sue out a writ of ad quod damnum, requiring the sheriff, in the usual form, to inquire of twelve impartial men of his bailiwick of the damages as aforesaid, and their report shall be final; the said commissioners shall, in assessing the damages as aforesaid, award at least the actual cash value of the land, sand, earth, gravel or other materials so to be taken and used, as aforesaid, whereupon the corporation, upon paying the damages so assessed, shall become entitled to Payment to have, hold, use and enjoy the said lands and materials for the purposes by them required, forever; and in case any owner of lands necessary and taken for the purpose of construction of the said railroad, shall be a minor or a non-resident, or for any cause incapable of receiving, or unwilling or neglecting to receive said damages, or to call upon the said corporation, for the same, the said corporation may deposit the amount of the said damages to the 'credit of such owner or owners, in the Farmers' Bank in the county in which the said land and materials taken are located, subject to his, her or their order, whereupon the said corporation shall be entitled to have, hold, use and enjoy the said lands, premises and materials described and condemned in said report and required for the purposes of said corporation, for or on account of which said damages shall have been so assessed; the expenses of the assessment by the said commissioners of the -damages aforesaid and the fees of the said Sheriff, Prothonotary and all costs incurred in the execution of the writ of ad quod damnum, shall in all cases be paid by the corporation.

Section 82. That any railroad constructed under the provisions of this Act shall not exceed sixty-six feet in width unless more land shall be required for the slopes of cuts and embankments, with as many sets of tracks and rails as such corporation may deem necessary, and it shall be lawful for such corporation, its agents, engineers, superintendents, or others in its employ to enter at all times upon all lands or waters for the purpose of exploring, surveying, leveling and laying out the route or routes of such railroad, and of locating the same, and all necessary works, buildings, conveniences, appurtenances and appendages thereof, doing no unnecessary injury to private or other property; and when the route or routes of such railroad and the location or locations of all other works, buildings, conveniences, appurtenances and appendages thereof, shall have been determined upon, and a survey of such route or routes, location or locations deposited in the office of the Secretary of State, then it shall be lawful for every such corporation formed under this Act, upon payment or tender of such compensation as hereinbefore provided, by the officers, agents, engineers, superintendents, workmen and other persons in their employ, to construct, maintain and operate a railroad with a single or double track, with such side tracks, turnouts, offices, stations and depots as they may deem necessary at and between the points named in the articles of association, commencing at or within and extending to or into any town, city or village named as the place of termini, and from time to time, either before or after completion of the main line, construct, maintain and operate branches within the limits of any county through which said road may pass, lay rails, and for that purpose to enter upon, take possession of, hold, have, use, occupy and excavate any lands, and erect any embankment, bridges and all other necessary works, and to do other things which may be suitable or necessary for the completion, repairs or management of said railroad, and for the conveyance of passengers and freight to and from the termini thereof by steam power; provided, always, that the payment or tender of payment of all damages for the occupancy of all lands through, under or upon which said railroad and its conveniences, appurtenances and appendages may be laid out or located, be made before the said corporation, or any person under its direction or employ shall enter upon or break ground in the premises, except for the purpose of surveying and laying out said railroad and its conveniences, appurtenances and appendages and of locating the same, unless the consent of the owner or owners of such lands be first had and obtained; and provided further, that the survey of the route of any branch shall not be filed in the office of the Secretary of State until the officers or directors of the corporation shall have deposited with the State Treasurer a sum equal to at least two thousand dollars for every mile and a proportionate sum for any distance less than a mile, of such branch which it is proposed to construct, and the said treasurer shall be custodian of such fund, and shall hold the same, subject to be repaid to the directors or treasurer of such company in sums of two thousand dollars for each mile and a proportionate sum for any distance less than a mile, of such branch upon the construction of which it shall be proved to his satisfaction that such amount has been expended; and provided further, that the construction of all such branches shall be commenced within six months from the date of filing the survey thereof as aforesaid and shall be completed and opened within three years from the date of the commencement as aforesaid.

It shall also be lawful for any railroad company of this State, whether created by prior special act or under this act, to straighten, widen or otherwise improve the whole or portions of its line or lines of railroad and the structures and appurtenances' thereof, in such manner, and to such extent as its Board of Directors may determine upon, whenever, in the opinion of such board, the same may be necessary for better securing the safety of persons and property and increasing the facilities and capacity for the transportation of its traffic, and to acquire all land and materials necessary therefor by agreement with the owner or owners, or, on failure to so agree, in the manner and by the proceedings prescribed in Section 81 of this Act.

Section 83. It shall be the duty of every railroad corporation organized under this Act to construct and keep in repair good and sufficient bridges and passages over, under or across the said railroad or right of way where any public or other road, street or avenue, now or hereafter laid shall cross the same, so that public travel on the said road shall not be impeded thereby; and it is further provided, that such bridges and passages shall be of such width and character as shall be suitable to the locality in which the same are situated; and also where the said road shall intersect any farm or lands of any individual, to provide and keep in repair suitable and convenient wagonways, over, under or across the said railroad, and shall also construct and maintain suitable and proper cattleguards at all road crossings; provided, always, that in case any such railroad shall cross any street or streets, highway or highways, in any city or incorporated town, it shall be either above or below the grade of said street or streets, highway or highways, at such distance as shall not interfere with the free and uninterrupted use of such street or streets, highway or highways; provided, further, that the council of any city or the commissioners of any incorporated town, or other persons having control over such street or streets, highway or highways, may grant permission to said corporation to cross such street or streets, highway or highways within the limits of the respective city or incorporated town at grade, if they deem it to be for the best interest of the city or incorporated town; and further provided, that in the event that such corporation shall not, within a reasonable time after notification from the Council of the city or Commissioners of the incorporated town or other persons having control over such street or streets, highway or highways, in which such bridges and passages are to be so constructed, or repaired, proceed to construct or repair the same as required by this Act, the said Council or Commissioners or other persons aforesaid may, in the corporate name of such city or town, institute proceedings in the Court of Chancery against such corporation to compel the specific performance of the duties imposed upon such corporation by this section of this Act, and in case a decree shall be made against such corporation in said proceedings, commanding it to specially perform said duties, within a reasonable time to be fixed, and if such corporation shall neglect or refuse to specifically perform such duties within such time, the Chancellor, upon proof of such neglect or refusal may in his discretion, issue a writ of injunction to restrain said corporation from the exercise of any franchise or the transaction of any business in this State until said corporation shall have obeyed the command of said decree and shall have paid the costs of said proceedings, including a reasonable allowance to the solicitor of Such city or town, to be fixed by the Chancellor; and further, provided, that said council or commissioners or other persons aforesaid in the event of the failure of such corporation to construct I n- repair such bridges or passages within a reasonable time after notification as aforesaid, may if they deem it advisable so to do, proceed themselves to construct or repair such bridges or passages, and when the costs thereof shall have been ascertained, the same may be collected of and from said corporation by said Council or Commissioners or other persons aforesaid by an action at law in any court of competent jurisdiction ; provided, further, that the permission of the Council of any city, of the Commissioners of any incorporated town or other person hereinbefore referred to, shall not be necessary for the purpose of crossing any street or streets, highway or highways, at grade, unless said street or streets, highway or highways, at the point where said railroad shall cross, or at some point between the crossing of said railroad and the nearest terminus of said street or streets, highway or highways, shall be in actual use by and for pedestrians and teams at the time of acquirement of the right of way of said railroad across such street or streets, highway or highways.

Section 84. That any railroad corporation created under this Act which shall have duly located the route of its railroad by a survey deposited in the office of the Secretary of State, as required by Section 82 of this Act as amended, shall have power in the construction of its said railroad on such route, to cross any canal, navigable stream or watercourse between its terminii, but in such manner as not unnecessarily to impede the navigation and use thereof; and shall also have power to cross any railroad or railway intervening between such terminii and acquire the necessary casement for such crossing either by agreement with the corporation owner thereof or, on failure to agree, by condemnation proceedings in the manner prescribed by Section 81 of this Act as amended. Provided, however, that whenever practicable so to do, the crossing at grade of any railroad or railway shall be avoided, but if not practicable, the crossing may be at grade subject to the further provisions made by this section and in that event it shall be the duty of the corporation whose railroad track or tracks shall cross the track or tracks of such other railroad or railway company, at its own expense to erect and maintain at such crossing a signal tower and signals of a generally approved pattern with an electric warning attachment, and also to maintain an interlocking system with derailing switches, and keep a competent watchman and switchman on duty thereat; and

the trains of the crossing company shall come to a full stop at least two hundred feet from the tracks of the railroad or railway crossed; and the trains or cars of the company owning or operating the railroad or railways so crossed at grade shall have precedence and priority of movement over the trains of the company constructing the crossing. And, provided further, that no such grade crossing shall be permitted or effected until the question of the practicability of an overhead or undergrade crossing shall have been considered and determined by the Chancellor, who shall upon the petition or bill of the company desiring to effect such crossing at grade, have full power and jurisdiction upon notice to and answer by the company whose tracks are proposed to be crossed, to hear and determine the matter by an appropriate decree, either refusing or permitting the crossing at grade, and if permitted to prescribe and regulate by such decree the manner and character of the said crossing, together with such safeguards against collisions thereat, in addition to those by this section provided as he may deem proper, with the right of appeal from the Chancellor's decree to the Supreme Court by either party, as in other cases in equity.

Section 55. That any corporation created under this Act for the purpose of constructing a railroad, shall commence the proposed construction within six months from the date of its organization, and complete at least, one track of said road within three years from the date of the commencement, as aforesaid; provided, that if any company or corporation .organized under this Act shall fail to comply with the provisions of this section, it shall thereby forfeit the franchise given it by this Act; provided, further, that if any corporation organized under this Act, shall be restrained, prevented or enjoined by any proceedings whatever at law or in equity from prosecuting the work on its road, or from opening or completing it; said road, the time during which any such corporation shall be so restrained, prevented or enjoined, shall not be taken or computed as any part of the time allowed and limited in this section for the opening and completing of said road.

Section 86. Any corporation organized under this Act for the construction and operation of a railroad shall have power to borrow such sums of money, from time to time, not exceeding in the aggregate double the amount of its full paid capital stock, as shall be necessary to build, construct, or repair its road, and furnish all necessary engines and other equipments for the uses and objects of said corporation, and to secure the repayment thereof by the execution, negotiation and side of any bond or bonds, and secure the same by mortgage on said lands, privileges, franchises and appurtenances of and belonging to said corporation; provided, that said corporation shall not plead any statute or statutes against usury in any court of law or equity, in any suit instituted to enforce the payment of any bond or mortgage executed under the provisions of this section; and provided, further, that said bonds and mortgages shall constitute a first lien on the railroad, its cars, real estate and franchises, and the proceeds of said bonds shall be used for the purpose of aiding in the construction of said railroad and equipments; and provided, further, that if any person or persons, shall issue such bonds to any greater amount than double the amount, at the time of such issue, that shall have been actually paid up on the capital stock of such railroad, he, she or they shall be guilty of a misdemeanor, and shall be punished by a line of not more than two thousand dollars or by imprisonment for not more than three years, or by both, it the discretion of the court.

Section 87. Every corporation created under this Act, for the construction of a railroad shall erect and maintain fences on both sides of its railroad, of the heighth and strength of a fence required by law, with openings or gates or bars therein, at farm crossings or the road for the use of proprietors of lands adjoining such railroad; and shall also construct and maintain cattle guards at all the road crossings' suitable and sufficient to prevent cattle and other animals from getting on the railroad; and until such fences and cattle guards shall be duly made, the corporation shall be liable for all damages which shall be done by their engines and cars to cattle, horses or other animals thereon; and after such fences and guards shall be duly made and maintained the corporation shall not be liable for any such damages, unless negligently or willfully done; and if any person shall ride, lead or drive any horse or other animal upon such railroad and within such fences and guards other than at farm crossings without the consent of the corporation, he shall for every such offence forfeit a sum not exceeding ten dollars, and shall also pay all damages which shall be sustained thereby to the party aggrieved; it shall not be lawful for any person other than those connected with or employed upon the railroad to walk along the track or tracks of any such railroad, except when the same be laid along public roads or streets.

Section 88. Every conductor, baggage master or brakeman of any railroad corporation, formed under this Act, employed in a passenger train, shall wear upon his hat or cap a badge which shall indicate his office, and the initial letters of the name of the corporation by which he is employed; no conductor or collector of fares or tickets, without such badge shall be entitled to demand or receive from any passenger any fare or ticket, or to exercise any powers of his office, and no officer without such badge shall have authority to meddle or interfere with any passenger, his baggage or property.

Section 89. Any person who shall willfully impair, injure, destroy or obstruct the use of any railroad enjoyed under the provisions of this Act or any of its necessary works, wharves, bridges, carriages, engines, cars, machines, or other property, shall forfeit and pay to the corporation the sum of fifty dollars, to be by it recovered in any court having competent jurisdiction in any action of debt; and further shall be liable for all damages sustained.

Section 90. It shall be the duty of every railroad corporation created under the provisions of this Act, to make an annual report to the stockholders of its operations, which report shall be verified by the affidavit of the secretary, treasurer, superintendent or directors of the corporation and shall state:

The entire length of the road in operation, the length of single track, the length of double track, and the weight of rail per yard.

The full amount of the capital stock annually subscribed add the full amount paid thereon.

The entire amount of the actual cost of the road, showing the amount expended for the right of way, bridging, grading, iron and other buildings respectively, and for all other purposes incidental to the construction of such road.

The nature of the amount of its indebtedness, distinguishing the first or other mortgage bonds, and the unsecured indebtedness and the amount due the corporation.

The amount received for the transportation of passengers, property and mails, for interest, and from all other sources respectively.

The amount of freight, specifying the quantity in tons or other usual mode of measurement.

The full amount paid for repairs of the road, buildings, engines and cars respectively, for fuel, taxes and interest, specifying the indebtedness on which the same is paid; for the wages and employees; the aggregate amount paid for salaries of officers and for any other purpose incidental to the business of transportation, so as to give a complete statement of the entire annual expenses of the corporation.

The entire amount paid for loss and damage to freight and injury to person and property.

The full number and amount of dividends and when made and in what manner such dividends have been paid.

The entire amount appropriated to sinking fund, and the manner in which the same has been applied, and the total amount then held by such sinking fund.

The whole number of persons killed or injured, the causes thereof, if known, and whether passengers or persons employed by the corporation; and the secretary of each railroad corporation, formed as aforesaid, shall mail to every stockholder thereof, whose post office address is known, a copy of said annual report and shall file a certified copy thereof with the Secretary of State on or before the expiration of fifteen days from the making of such annual report.

Section 91. It shall be lawful for any railroad company of this State, whether created by prior special Act, or under this Act, to consolidate with any other railroad company incorporated under the laws of this State or any other state, or of the United States, whose railroad within or without this State shall connect, or form a continuous line, with the railroad of the company so consolidated. Such consolidation shall be made in the manner and by the proceeding in this Act prescribed; and the corporation created thereby shall he possessed of, exercise and enjoy all the rights, powers and privileges which this Act confers upon consolidated companies; and it shall likewise be possessed of, exercise and enjoy all the franchises, rights, powers, privileges, immunities and benefits which any corporation of this State constituent thereof was possessed of or entitled to exercise under its charter or any law of this State; and shall be subject, within this State, to the conditions and restrictions imposed by its charter on any corporation of this State constituent thereof.

Section 92. Every railroad corporation formed under this Act shall cause signal boards, well supported by posts, or otherwise, at such heights as to be easily seen by travelers, and not obstructing travel, containing on each side, in capital letters, at least five inches high, the following inscription: "Railroad Crossing," to be placed and constantly maintained, at such public highway where it is crossed by the railroad at the same level; but such board need not be put up in cities or towns, unless required by the authorities thereof.

Section 93. Whenever, in the opinion of the authorities of any city or incorporated town, the public interest requires that a gate be erected and maintained, or a flagman stationed and kept at the place where any highway or street is crossed, within the corporate limits of such town or city, by any railroad constructed under this Act, they shall give the superintendent or manager of the railroad written notice that the same is required and the corporation shall, within the time prescribed in such notice, erect and maintain at such crossing the style of gate directed in said notice, and keep a man in charge of the same during such hours as the said authorities may designate, or keep a flagman at such crossing during such hours as they may require. And the said authorities may authorize the discontinuance of such gate or flagman whenever in their judgment the public interest no longer requires the same.

Section 94. No passenger car on any railroad of any corporation organized under the provisions of this Act shall be

lighted by naptha or by illuminating oil or fluid made in part of naptha, or of any oil or fluid which will ignite at a temperature of less than three hundred degrees Fahrenheit.

Section 95. No regular or other passenger train on any railroad constructed under this Act shall be run without an air brake, or some equally effective appliance for controlling the speed of trains, which may be applied by the engineer to each car composing the train, and which shall at all times be kept in good condition and ready for use at the discretion of the engineer.

Section 96. Any corporation failing to comply with or violating or permitting any of its employees or agents to violate any of the provisions of Sections 88, 92, 93, 94 and 95 of this Act as amended, shall in addition to subjecting itself to any damages that may be caused by such failure or violation be guilty of a misdemeanor, and upon conviction thereof be fined for failure or violation, not less than one hundred dollars nor more than five hundred dollars.

Section 97. No railroad or railway corporation organized under this Act shall charge, demand, or receive from any person, company, or corporation for the transportation of passengers or property a greater sum than it shall charge or receive from any other person, company or corporation for like service from the same place, under like conditions, under similar circumstances, and for the same period of time. For every violation of the provisions of this section such corporation shall be liable to the party suffering thereby in double the entire amount so charged to such party, to be recovered before any court having jurisdiction thereof; provided, however, that nothing in this section shall be construed to prohibit the carriage or handling of persons or property free or at reduced rates for the United States, State or municipal governments, or to or from fairs and expositions for exhibitions thereof; or the free carriage of destitute and homeless persons transported by charitable societies and the necessary agents employed in such transportation ; or the issuance of mileage, excursion, or commutation passenger tickets; nor to prohibit any such corporation from giving reduced passenger rates to ministers of religion solely engaged in ministerial duties or to the United States, State or municipal governments; nor to prohibit any such corporation from giving free carriage to their own officers and employees ; or to prevent the principal officers of any such corporation from exchanging passes or tickets with other railroad corporations for their officers and employees ; nor to prohibit any such corporation from giving reduced rates of transportation to other railroad corporations for railroad construction, material, equipment, or supplies.

Section 98. Every railroad corporation organized under the provisions of this Act shall be required, upon filing the certificate, to pay to the Secretary of State the fees hereinafter provided for; and also pay to the State Treasurer for the use of the State such tax as is required by the provisions of Chapter 458, Volume 12, of the Laws of this State, entitled An Act to raise revenue for this State," and Chapter 392, Volume 13, of the Laws of this State, entitled "An Act taxing railroad and canal companies in this State," provided, however, that such railroad shall be entitled to the rights of commutation therefor as is provided by law for other railroad corporations of this State.

Section 99. Every corporation organized under the provisions of this Act for the purpose of producing or distributing steam, heat and power, shall in addition to the powers conferred upon corporations generally, have full authority to lay the necessary pipes and conduits beneath the public roads, highways, streets, avenues and alleys in this State; provided, however, that such pipes and conduits shall be laid at least three feet below the surface of the same, and shall not in anywise unnecessarily obstruct or interfere with public travel, or damage public or private property; and provided, also, that the consent of the Council, Town Commissioners or other persons having control over the public roads, highways, streets, avenues and alleys of the city, town and district wherein or through which it is contemplated to lay such pipes and conduits beneath such public roads, highways, streets, avenues or alleys shall first, and as a condition precedent, be obtained before any such public roads, highways, streets, avenues or alleys shall be disturbed, opened or dug up; such consent of said Council or Town Commissioners to be by ordinance of such Council or Commissioners duly adopted, or of such person having control over the public roads or highways, by resolution adopted at a meeting to be held not less than thirty days after notice thereof shall have been given by notices posted up in five of the most public places on the public road or highway which is proposed to be used for the purposes aforesaid; that such use of public roads, highways, or streets, avenues and alleys in any of the cities, towns or districts of this State shall be subject to such terms, regulations and restrictions as may be imposed by the Council, Town Commissioners or other persons having control over the public roads and highways of the district, and that the portions of surface of the roads, highways, streets, avenues and alleys disturbed in laying the said pipes, shall be immediately restored to their original condition and that any pavements, which are removed for the purpose of laying or repairing the pipes shall be restored to as good condition as they were previous thereto, and so maintain the same for six months after the completion of the work, and in case of failure on the part of the corporation to so maintain and restore the same, the Street Commissioner or other officer having supervision of the streets may properly restore and maintain the same, and the costs thereof may be recovered by the city or town from the corporation in any court of competent jurisdiction.

Section 100. It shall be the duty of every corporation organized under the provisions of this Act in laying any pipe or conduits in any of the public roads, highways, streets, avenues and alleys, to be used for conveying steam, heat or power to lay the same at a distance not less than three feet, if possible, from the outside of any water or gas pipe already laid, except in cases where it shall be necessary that said pipes or conduits shall cross any such water or gas pipe, and there such pipes or conduits shall be at least 0.% dive inches distant from the outside of any water or gas pipe already laid.

Section 101. Every corporation organized under the provisions of this Act for the purpose of constructing, maintaining and operating. works for the supply and distribution of electricity for electric lights, heat or power, shall in addition to the powers conferred upon corporations generally, have full power to use the public roads, highways, streets, avenues and alleys in this State for the purpose of erecting posts or poles on the same, to sustain the necessary wires and fixtures; provided that the consent of the Council, Town Commissioners or other persons having control over the public roads, highways, streets, avenues and alleys of the city, town and district in or upon which the said posts or poles are to be erected, shall first, and as a condition precedent, be obtained; and provided, further, that no posts or poles shall be erected in any street of any city or incorporated town except in those streets which shall be designated by the said authorities thereof, and then only in such place and manner as shall be thus designated, and that the same shall be so located as in no way to interfere with the safety or convenience of persons traveling on or over the said streets, highways and roads; and that the use of the public streets in any of the cities and incorporated towns of this State shall be subject to such regulations and taxation as may be first imposed by the corporate authorities of such cities and towns; and provided also that no posts or poles shall be erected upon the soil or property of any person or persons without first obtaining the consent in writing of the owner or owners of the soil or property ; and provided, also, that any wire crossing a railroad shall not be at a less elevation than twenty-three feet.

Section 102. Every such corporation is authorized and empowered to lay pipes or conduits and to lay wires therein beneath the public roads, highways, streets, avenues and alleys as they may deem necessary; provided, that said pipes and conduits shall be laid at least two feet below the surface of the same and shall not in anywise unnecessarily obstruct or interfere with public travel, or damage public or private property, and shall not be laid nearer than three feet, except as is hereinafter excepted, to any water or gas main ; but no public streets shall be opened for the purpose of laying any such pipes, conduits or wires without the consent of the Council of any city, or the Town Commissioners of any incorporated town, or other persons having control over said public roads, highways, streets, avenues and alleys ; and provided, that such use of the public streets- in any of the cities and towns of this State shall be subject to such regulations, taxation and restrictions as may be first imposed by the corporate authorities of such cities and towns.

Section 103. Every corporation in laying wires for conveying electricity or the conduits containing said wires, shall lay the same at the greatest practicable distance from the outside of any water or gas pipe now laid down, and when it is practicable and so provided in its permits such distance shall not be less than three feet, except in case where it shall be necessary that the said wires or conduits shall cross or intersect any such water or gas pipe.

Section 104. Every corporation organized under the provisions of this Act, for the purpose of the production, distribution and sale of gas to be made from coal or other materials, and also every corporation organized as aforesaid, for the supply and distribution of water, and every corporation organized as aforesaid for the transportation and storage of oil, shall in addition to the powers conferred upon corporations generally, have full authority to lay clown necessary pipes, mains and conduits beneath the public roads, highways, streets, avenues and alleys of any county, city, incorporated town or district of this State; provided, however, that such pipes, mains and conduits shall be laid at least three feet below the surface of the same, and shall not in anywise unnecessarily obstruct or interfere with public travel, or damage public or private property; and provided, also, that the consent of the Council, Town Commissioners or other persons having control over the public roads, highways, streets, avenues and alleys of the county, city, town and district wherein or through which it is contemplated to lay such pipes, mains and conduits beneath such public roads, highways, streets, avenues or alleys shall first and as a condition precedent be obtained, before any such public roads, highways, streets, avenues or alleys, shall be disturbed, opened or dug up; such consent of such Council or Town Commissioners or other persons having control over such roads, highways, streets, avenues and alleys to be by ordinance of such council or commissioners duly adopted, or by resolution of such persons having control over the public roads or highways, adopted at a meeting to be held not less than thirty days after notice thereof shall have been given by notices posted up in five of the most public places on the public road or highway which is proposed to be used for the purpose aforesaid; that such use of public -roads, highways or streets, avenues and alleys in any of the counties, cities, towns or districts of this State shall be subject to such terms, regulations, taxation and restrictions as may be imposed by the Council, Town Commissioners or other persons having control over the public roads and highways of the county, city, town or district, and that the portions of surfaces of the roads, highways, streets, avenues and alleys disturbed in laying the said pipes shall be immediately restored to their original condition, and that any pavements, which are removed for the purpose of laying or repairing the pipes, water-mains and conduits, shall be restored to as good condition as they were previous thereto, and so maintain the same for six months after the completion of the works, and in case of failure on the part of the corporation to so restore and maintain the same, the Street Commissioner or other officer having supervision of the streets may properly restore and maintain the same, and the costs thereof may be recovered by the city or town from the corporation in any court of competent jurisdiction. Any such company mentioned in this Section may take lands, easements, and rights of way, for locating, constructing, maintaining and operating its pumps, pump houses and stations, tanks and reservoirs, hydrants and delivery stations, and offices, and for laying down its pipes, tubes, conduits, connections and branches from any points to any other points in the State, and for all necessary purposes of the corporation, including the right to cross any railroad, and the right to appropriate a right of way and locate its pipes, tubes or conduits upon, over or under, and across any lands, water streams, rivulets, canal, roads, turnpike roads or other highway in such manner as shall not interfere with the ordinary use of the same; provided, that in crossing any rivulet or other stream, the pipes, tubes and conduits shall be laid and securely suspended above flood line, or laid beneath the bed of any rivulet or other stream so crossed. Any company occupying any lands cleared and used for agricultural purposes, by laying thereon, or thereunder any of its pipes, tubes or conduits, shall bury the same at least twenty-four inches below the surface if so required by the owner of the land. In case any corporation mentioned ill this Section desiring to acquire, occupy or use any lands in this State for its corporate use, cannot agree with the owner or owners thereof as to the terms and conditions of such acquisition, occupancy or use, it shall have the right to acquire, use and hold such lands in like manner as is provided in Section 81 of this Act as amended for acquiring lands for the location, construction and maintenance of railroads.

Section 105. That any telegraph or telephone corporation organized under the provisions of this Act, shall in addition to the powers conferred upon corporations generally, have authority to occupy and use the public streets, roads, lanes, alleys, avenues, turnpikes and waterway's within this State, or elsewhere, if they shall extend their lines and business, for the erection of poles and wires or cable or underground conduits, portions of which they may lease, rent or hire to other like companies; provided that before entering upon any street, road, lane, alley, avenue, turnpike, or waterway, the consent of the authorities having jurisdiction thereof shall have first been obtained and the same shall be used and occupied under such rules and regulations as shall be prescribed by such authorities; and that the portions of the surfaces of the streets, avenues or alleys, disturbed in laying the wires, cables or underground conduits, shall be immediately restored to their original condition and that any pavements which are removed for the purpose of laying or repairing the wires, cables or underground conduits, shall be restored to as good condition as they were previous thereto, and so maintained for six months after the completion of the works, and in case of failure on the part of the corporation to so restore and maintain the same, the proper authorities having supervision of the streets, avenues and alleys may properly restore and maintain the same and the cost thereof may be recovered by the city, town or district from the corporation in any court of competent jurisdiction provided that all posts or poles which shall be erected by authority herein conferred shall be so located as in no way to interfere with the safety or convenience of persons traveling on or over the said roads and highways ; and provided further, that all wires fastened upon posts or poles erected as aforesaid, shall be placed at the height of not less than twenty feet above all road crossings, and twenty-three feet above railroad crossings ; and that no posts or poles shall be erected upon the soil or property of any person without first obtaining the written consent of the owner thereof.

Section 106. Any number of persons not less than five may form a corporation under the provisions of this Act, which corporation so formed as aforesaid, shall have perpetual succession for the purpose of constructing, maintaining and operating a railway, for the transportation of freight and passengers, the carriages, coaches and cars of which, to be moved or propelled by electricity, by cable or motor or by any improved motive power other than steam and shall do and perform the several matters and things hereinafter stated and shall have and exercise all the rights, powers and privileges hereinbefore and hereinafter conferred and be subject to all the duties, limitations, restrictions and liabilities hereinafter imposed upon such corporations; and for that purpose may make and sign articles of association, in lieu of the articles of association hereinbefore required by the provisions of this Act, for corporations generally and for railroad corporations where steam power is used, in which shall be stated:

1. The name of corporation.

2. The place from which and to which such railway is to be constructed, maintained and operated.

3. The estimated length of such railway and the name of each county in this State through or into which it is intended to be made.

4. The amount of the capital stock of the corporation which shall not be less than two thousand dollars for every mile of road proposed to be constructed.

5. The number of shares of which said capital stock shall consist.

6. The names and places of residence of the five directors of the corporation who shall manage its affairs for the first year and until others are chosen in their places; and each such person shall subscribe thereto his name, place of residence and the number of shares of stock he agrees to take in such corporation. At least one of said directors shall be a resident of this State.

7. The name of the city, town, county or place within the county, in this State, in which its principal office or place of business will be located in this State.

Section 107. Said articles of association shall be presented to one of the Judges of the Superior Court of the State of Delaware, who shall examine the same, and if found to conform to the requirements of this Act, shall endorse his certificate thereon accordingly. On compliance with the foregoing provision and the requirements of the next succeeding section, which latter shall be evidence by the receipt of the State Treasurer, delivered to the Secretary of State, such articles of association may be filed in the office of the Secretary of State, who shall endorse thereon in writing the day they are filed, and record the same in it book to be provided by him for that purpose; and upon tendering the said articles to the Secretary of State to be filed, the persons who have so subscribed such articles of incorporation and all persons who shall become stockholders in such corporation shall be a corporation by the name specified therein; every such corporation formed under this Act, in addition to the general powers hereinbefore in this Act set forth, shall have power:

1. To have authority, by its officers and servants, to enter upon the lands or waters of any person or persons, which may be necessary, to make such examination and surveys for its proposed railway as shall be required to be made, in the selection of the most advantageous route, but subject at all times to responsibility for all and any damages which shall be done to the property of any such person or persons.

2. To aid in the construction, operation and maintenance and accommodation of its railway, may take and hold such voluntary grants of real estate and other property as shall be made to it, but in all instances, the real estate received as a voluntary grant shall be held and used for the purpose of such grant only.

3. For the sole purpose of the construction, operation and maintenance of its railway, and the stations and other accommodations necessary to accomplish the object of its incorporation, it may purchase, hold and use all such real estate and other property as may be necessary.

4. To construct its road and lay out the same as hereby provided and for the purpose of cuttings and embankments to take as much more land as may be necessary or required for the proper construction and security of the road.

5. To use and exercise all other rights and powers hereby granted.

Section 108. Articles of association, in compliance with the provisions of Sections 106 and 107 of this Act as amended shall not be filed and recorded in the office of the Secretary of State until at least five hundred dollars of stock for every mile of railway proposed to be made is subscribed thereto and paid, in good faith and in cash, to the directors named in said articles of association, nor until the directors shall have deposited the said money so subscribed and paid to them with the State Treasurer, who is constituted the custodian of the same, and shall hold the same, subject to be repaid to the directors of the said corporation, or to the treasurer thereof, in sums of five hundred dollars for each mile of said railway, upon the construction of which it shall be proved, to his satisfaction, that the said corporation has expended at least the sum of five hundred dollars, nor until there is endorsed on such articles of association, or annexed thereto, an affidavit, made by at least three of the directors named in said articles of association, that the amount of stock required by this section has been in good faith, subscribed and paid in cash as aforesaid, and that it is intended, in good faith, to construct or maintain and operate the railway mentioned in such articles of association, which affidavit shall be recorded with the articles of association as aforesaid.

Section 109. The directors named in said articles of association, may, when such articles of association and affidavit are filed and recorded in the office of the Secretary of State, in case the whole of the capital stock is not before subscribed, continue to receive subscriptions until the whole capital stock is subscribed; at the time of subscribing every subscriber shall pay to the directors ten per centum on the amount subscribed by him, in money, and no subscription shall be received or taken without such payment.

Section 110. That there shall be a board of not less than five directors of every corporation formed under this Act for the purpose of constructing and operating railways, to manage its affairs. Said directors shall be chosen annually in the same manner that is provided for the choosing of directors for railroads as provided in Section 78 of this Act as amended, and the inspectors to hold the first election shall be appointed by the board of directors named in the artices of association; no person shall be a director unless he shall be a stockholder owning stock absolutely in his own right, and qualified to vote at the election at which he shall be chosen; at every election of directors the books and papers of such company shall be exhibited to the meeting and subject to the inspection of those present, provided a majority of the stockholders present shall require it.

Section 111. That within thirty days after the articles of association are filed in the office of the Secretary of State, the directors therein named shall organize by the election of one of their number president; they may also elect a treasurer and secretary and adopt such by-laws as may appear to be proper and right for the government of the corporation.

Section 112. That the stock of every company formed under this Act shall be deemed personal estate and be transferable in the manner prescribed by the by-laws of the company, but no share shall be transferable until all previous calls thereon shall have been paid.

Section 113. Whenever any corporation created under this Act, for constructing, maintaining and operating a railway, cannot agree with the owner or owners of any land, sand, earth, gravel or other materials necessary to be taken and used in the construction of the said railway, for the purchase thereof, the said corporation may proceed for the condemnation thereof in the manner provided for in Section 81 of this Act as amended, in relation to railroads; and when the damages ascertained therefor in the manner provided in said section shall have been paid or deposited in the proper bank as therein provided, the corporation shall become entitled to have, hold, use and enjoy the said lands and materials for the purpose by them required, forever.

Section 114. That any railway constructed under the provisions of this Act shall not exceed forty feet in width, unless more land shall be required for the slopes of cuts and embankments, with as many sets of tracks and rails, as such corporation may deem necessary, and it shall be lawful for such corporation, its agents, engineers, superintendents, or others in its employ, to enter at all times upon all lands or waters for the purpose of exploring, surveying, leveling and laying out the route or routes of such railway, and of locating the same, and all necessary works, buildings, conveniences, appurtenances and appendages thereof, doing no unnecessary injury to private or other property; and when the route or routes of such railway and the location or locations of all other works, buildings, conveniences, appurtenances and appendages thereof, shall have been determined upon, and a survey of any such route or routes, location or locations deposited in the office of the Secretary of State, then it shall be lawful for every such corporation formed under this Act, upon payment or tender of such compensation as hereinbefore provided by its officers, agents, engineers, superintendents, workmen and other persons in their employ, to construct, maintain and operate a railway with a single or double track, with such side tracks, turnouts, offices, stations and depots as they may deem necessary at and between the places named in the articles of association, and from time to time, either before or after completion of the main line, construct, maintain and operate branches within the limits of any county through which said railway may pass, lay rails, and for that purpose to enter upon, take possession of, hold, have, use, occupy and excavate any lands, and erect any embankments, bridges and all other necessary works, and to do all other things which may be suitable for the completion, repairs or management of said railway, and for the conveyance of passengers and freight to and from the terminii thereof by motive power other than steam ; provided, always, that the payment or tender of payment of all damages for the occupancy of all lands through, under or upon which the said railway and its conveniences, appurtenances and appendages may be laid out or located be made before the said corporation, or any person under its direction or employ shall enter upon or break ground in the premises, except for the purpose of surveying and laying out said railway and its conveniences, appurtenances and appendages and of locating the same, unless the consent of the owner or owners of such lands be first had and obtained; and provided further, that the survey of the route of any branch shall not be filed ill the office of the Secretary of State until the officers or directors of the corporation shall have deposited with the State Treasurer a sum equal to at least five hundred dollars for every mile, and a proportionate sum for any distance less than a mile, of such branch which it is proposed to construct, and the said treasurer shall be custodian of such fund, and shall hold the same subject to be repaid to the directors or treasurer of such company in sums of five hundred dollars for each mile and a proportionate sum for any distance less than a mile, of such branch upon the construction of which it shall be proved to his satisfaction that such amount has been expended; and provided further, that the construction of all such branches shall be commenced within six months from the date of filing the survey thereof as aforesaid, and shall be completed and opened within two years from the date of the commencement of the construction as aforesaid.

It shall also be lawful for any railway company of this State, whether created by prior special act or under this Act, to straighten, widen or otherwise improve the whole or portions of its line or lines of railway and the structures and appurtenances thereof, in such manner, and to such extent as its Board of Directors may determine upon, whenever, in the opinion of such board, the same may be necessary for better securing the safety of persons and property and increasing the facilities and capacity for the transportation of its traffic, and to acquire all land and materials necessary therefor by agreement with the owner or, on failure to so agree, in the manner and by the proceedings prescribed by Section 81, as provided in Section 113, of this Act.

Section 115. It shall be the duty of every railway corporation organized under this Act, to construct and keep in repair good and sufficient bridges and passages over, under or across the said railway or right of way where any public or other road, street or avenue now or hereafter laid out shall cross the same, so that public travel on the said road shall not be impeded thereby; and it is further provided, that such bridges shall he of such width and character, as shall be suitable to the locality in which the same are situated; and also where the said railway shall intersect any farm or lands of an' individual, to provide and keep in repair suitable and convenient wagonways over, under and across the said railway, and shall also construct and, maintain suitable and proper cattle guards at all road crossings; provided always, that in case any such railway shall cross any street or streets, highway or highways, in any city or incorporated town, it shall be either above or below the grade if said street or streets, highway or highways, at such distance as shall not interfere with the free and uninterrupted use of such street or streets, highway or highways; provided, further, that the Council of any city or the Commissioners of any incorporated town, or other persons having authority or control over said highways and streets respectively may grant permission to said corporation to cross such street or streets, highway or highways, within the limits of the respective city or incorporated town at grade, if they shall deem it to be for the best interest of the city or incorporated town; and further provided, that in the event that such corporation shall not, within a reasonable time after notification from the Council of the city or Commissioners of the incorporated town or other persons having authority or control over said highways and streets respectively in which such bridges and passages are to be constructed or repaired, proceed to construct or repair the same as required by this Act, the said Council or Commissioners or other persons having authority or control over said highways and streets respectively, may in the corporate name of such city or town, institute proceedings in the Court of Chancery against such corporation to compel the specific performance of the duties imposed upon such corporation by this section of this Act, and in case a decree shall be made against such corporation in said proceedings, commanding it to specifically perform said duties within such time, the Chancellor, upon proof of such neglect or refusal, may in his discretion, issue a writ of injunction to restrain said corporation from the exercise of any franchise or the transaction of any business in this State until the said corporation shall have obeyed the command of such decree and paid the costs of said proceedings; and further provided, that the said Council or Commissioners or other persons having authority or control over said highways and streets respectively, in the event of the failure of such corporation to construct or repair such bridges or passages within a reasonable time after notification as aforesaid, may,- if they deem it advisable so to do, proceed themselves to construct and repair such bridges or passages, and when the costs thereof shall have been ascertained, the same may be collected of and from said corporation by said Council or Commissioners or other persons having authority or control over said highways and streets respectively, by an action at law in any court: of competent jurisdiction ; provided further, that the permission of the Council of any city or the Commissioners of any incorporated town or other persons having authority or control over said highways and streets respectively, hereinbefore referred to, shall not be necessary for the purpose of crossing any street or streets, highway or highways, at grade, unless said street or streets, highway or highways, at the point where said railway shall cross or at sonic point between die crossing of said railway and the nearest terminus of said street or streets, highway or highways, shall be in actual use by and for pedestrians and teams at the time of the acquirement of the right of way of way of said railway across such street or streets, highway or highways.

Section 116. That any railway corporation created under this Act, which shall have duly located the route of its railway by a survey deposited in the office of the Secretary of State, as required by Section 114 of this Act as amended, shall have power in the construction of its said railway on such route, to cross any canal, navigable stream or water course between its terminii, but in such manner as not unnecessarily to impede the navigation and use thereof; and shall also have power to cross any railway or railroad intervening between such terminii and acquire the necessary easement for such crossing either by agreement with the corporation owner thereof, or on failure to agree, by condemnation proceedings in the manner prescribed by Section 81 of this Act as amended. Provided, however, that whenever practicable so to do the crossing of any railroad at grade shall be avoided, avoided, but if not practicable, the crossing may be at grade, subject to the further provision in this section contained, and in that event, it shall be the duty of the corporation whose railway track or tracks shall cross the track or tracks of the railroad company, to so construct its railway track or tracks, as that on each side of the right of way of the railroad company so crossed and at a safe and convenient distance therefrom, there shall be a disconnection in each rail of the railway tracks capable of being connected by means of a switch arrangement whereby the said railway tracks may be made continuous for the passage of the cars of the railway company over the right of way and tracks of the railroad company, which shall be operated at the expense of the railway company by a competent agent thereof who shall always be on duty at said crossing for this purpose; and provided further, that no such grade crossing shall be permitted or effected until the question of the practicability of an overhead or undergrade crossing shall have been considered and determined by the Chancellor, who shall upon the petition or bill of the company, desiring to effect such crossing at grade, have full power and jurisdiction upon notice to, and answer by the company whose tracks are proposed to be so crossed to hear, and, determine the matter by an appropriate decree, either refusing or permitting the crossing at grade, and if permitted, to prescribe and regulate by such decree the manner and character of the said crossing, together with such safeguards against collisions thereat in addition to those by this section provided for as he may deem proper with the right of appeal from the Chancellor's decree to the Supreme Court by either party as in other cases in equity and provided further, that any railway may cross any other railway either at grade, or overhead or under grade by an adequate structure, which, if under grade, shall be so located and constructed as not to disturb the road bed so intersected, or, if overhead, shall be at such an elevation as not to impede or interfere with the free and safe passage of the cars on the railway so crossed.

Section 117. That any corporation created under this Act for the purpose of constructing a railway, shall commence the proposed construction within six months from the date of its organization and complete at least, one track of said railway within two years from the date of commencement, as aforesaid; provided, that if any such company or corporation organized under this Act shall fail to comply with the provisions of this section, it shall thereby forfeit the franchises given it by this Act; provided, further, that if any such corporation organized under this Act, shall be restrained, prevented or enjoined by any proceedings whatever at law or in equity from prosecuting the work on its railway, or from opening or completing its said railway, the time during which any such corporation shall be so restrained, prevented or enjoined shall not be taken or computed as any part of the time allowed and limited in this section for the opening and completing of said railway.

Section 118. Any corporation organized under this Act for the construction and operation of a railway, shall have power to borrow such sums of money, from time to time, not exceeding in the aggregate double the amount of its full paid capital stock as shall be necessary to build, construct or repair its railway, and furnish all necessary cars and equipments for the use and objects of said corporation, and to secure the repayment thereof by the execution, negotiation and sale of any bond or bonds, secured by mortgage on said lands, privileges, franchises and appurtenances of and belonging to the said corporation; provided that said corporation shall not plead any statute or statutes against usury in any court of law or equity, in any suit instituted to enforce the payment of any bond or mortgage executed under the provisions of this section; and provided further, that said bonds and mortgages shall constitute a first lien on the railway, its cars, real estate and franchises, and the proceeds of said bonds shall be used for the purpose of aiding in the construction and operation of said railway; and provided further, that if any person or persons, shall issue such bonds to any greater amount than double the amount at the time of such issue that shall have been actually paid up on the capital stock of such railway, he, she or they, shall be guilty of a misdemeanor and shall be punished by a line of not less than two thousand dollars, or by imprisonment for not more than three years or by both, at the discretion of the court.

Section 119. The provisions of Section 87 of this Act, as amended, shall be applicable to all railways that may be located and constructed under this Act elsewhere than on turnpikes, highways or public roads.

Section 120. Any person who willfully or maliciously obstructs any railway company in the legal use of its tracks, or delays the passing of the cars or railway carriages thereon or aids or abets such detention or delay, shall be punished by a fine not exceeding fifty dollars, to be by it recovered in any court having competent jurisdiction in an action of debt; and further shall be liable for all damages sustained.

Section 121. Every railway corporation formed under this Act shall cause signal boards, well supported by posts, or otherwise, at such heights as to be easily seen by travelers, and not obstructing travel, containing on each side in capital letters, at least five inches high, the following inscription: "RAILWAY CROSSING," to be placed and constantly maintained, at such public highway where it is crossed by the railway at the same level; but such boards need not be put up in the cities or towns, unless required by the authorities thereof.

Any corporation failing to comply with or violating or permitting any of its employees or agents to violate any of the provisions of this section, shall in addition to subjecting itself to any damages that may be caused by such failure or violation, be guilty of a misdemeanor and upon conviction thereof, be fined for each failure or violation, not less than one hundred dollars nor more than five hundred dollars.

Section 122. It shall be the duty of every raiIway corporation created under the provisions of this Act, to make an annual report to the stockholders of its operations during the year, which report shall be verified by the affidavit of the secretary and treasurer and shall state:

The entire length of the railway in operation, the length of single track and the length of double track;

The full amount of the capital stock actually subscribed and the full amount paid thereon;

The entire amount of the actual cost of the railway, showing the amount expended for the right of way, bridging, grading, iron and building respectively, and for all other purposes incidental to the construction of such railway;

The nature and amount of its indebtedness, distinguishing the first, second and third mortgage bonds, and the unsecured indebtedness and the amount due the corporation;

The amount received from all sources whatever and the full amount expended for all purposes;

The entire amount paid for loss and damage to freight and injury to person and property;

The full number and amount of dividends and when made and in what manner such dividends have been paid;

The entire amount appropriated to sinking fund and the manner in which the same has been applied, and the total amount then held by such sinking fund; the secretary of each railway corporation, formed as aforesaid, shall mail to every stockholder thereof, whose post office address is known, a copy of said annual report and shall file a certified copy thereof with the Secretary of State on or before the expiration of fifteen days.

Section 123. It shall be lawful for any railway company of this State, whether created by prior special Act, or under this Act, to consolidate with any other railway incorporated under the laws of this State or any other State, or of the United States, whose railway within or without this State shall connect, or form a continuous line, with the railway of the company so consolidated. Such consolidation shall be made in the manner and by the proceeding in this Act prescribed; and the corporation created thereby shall be possessed of, exercise and enjoy all the rights, powers and privileges which this Act confers upon consolidated companies; and it shall likewise be possessed of, exercise and enjoy all the franchises, rights, powers, privileges, immunities and benefits which any corporation of this State constituent thereof was possessed of or entitled to exercise under its charter or any law of this State; and shall be subject, within this State, to the conditions and restrictions imposed by its charter, or any corporation or this State, constituent thereof.

Section 124. Every railway corporation organized under this Act shall be required, upon filing its certificate, to pay to the Secretary of State the fees hereinafter provided for; and also pay such tax or taxes ,as are or may be imposed by law or by any authority having jurisdiction.

Section 125. That 110 railway shall be authorized or empowered hereunder nor shall any consent or authorization of any board of officials, city, county or hundred, be held to authorize any railway to be constructed, maintained or operated upon any street upon which any track is laid and the road is in operation at the time when such authority or consent is asked for.

Section 126. That it shall be lawful for every railroad or railways may railway corporation organized under the provisions of this Act or existing under the laws of this State and they are hereby authorized and empowered to erect, establish and maintain a line or lines of telegraph or telephone for their own use, along and upon the lands and right of way of such railroad or railway corporations.

Section 127. Whenever the words "DIRECTORS" and "MANAGERS" appear in any of the provisions of this Act, they shall be construed to be synonymous terms; and whenever the word "RAILROAD" occurs it shall be construed to be a road, the engines, cars, carriages and coaches on which are propelled by steam power; and whenever the word '' RAILWAY'' occurs, it shall be construed to be a road, the cars, carriages and coaches on which are propelled by electricity, by cable, motor or by any improved motive power, other than steam.

Section 128. That a copy of any articles of association for the construction of railways filed and recorded in pursuance to the provisions of this Act, or of the record thereof, with a copy of the affidavit aforesaid, endorsed thereon or annexed thereto, and duly certified to be a copy by the Secretary of State, shall be presumptive evidence of the incorporation of such corporation and of the facts therein stated.

Section 129. On filing any certificate or other paper, relating to corporations, in the office of the Secretary of State, the following fees and taxes shall be paid to the Secretary of State, for the use of the State; for certificate of incorporation fifteen cents for each thousand dollars of the total amount of capital al stock authorized, but in no case less than twenty dollars, and when any certificate of increase of the capital stock shall be filed as required by this Act, the Secretary of State shall demand and receive for the use of the State, fifteen cents on each one thousand dollars of such increase, but in no case less than twenty dollars; and when two or more corporations shall consolidate or merge, he shall demand and receive for the use of the State fifteen cents on each one thousand dollars of capital stock authorized beyond the total authorized capital of the corporations consolidated or merged, but in no case less than twenty dollars.

Upon receiving and filing a certificate of dissolution, change of name, amended certificates of organization, or decrease of capital stock, or decrease of the number of shares he shall demand and receive twenty dollars. All other certificates five dollars. Provided that in case of corporations solely for religious or charitable purposes the tax shall not be charged or collected.

The fees of the Secretary of State under this Act shall be as follows:

For certified copies, the same as is now provided by law for the Secretary of State for certificates and copying; for receiving, filing and indexing certificates, statements, affidavits, decrees, agreements, surveys, reports and any other papers provided for by this act two dollars in each case; for recording and indexing certificates, articles of association and other papers required by this Act to be recorded by the Secretary of State the same fees as are now provided by law for the recording of deeds.

Section 130. For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this State, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this State whether organized under this Act or otherwise, shall be regarded as in this State.

Section 131. Any corporation, existing under the laws of this State, may, at any time before the expiration of the time limited for its existence, procure a renewal of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing debts, duties and liabilities, secured or imposed by its then existing charter, by filing a certificate of its President and Secretary, duly sworn or affirmed to by such officer before any person authorized by the laws of this State to administer oaths or affirmations, with the Secretary of State; which certificate shall set forth:

1. The name of the corporation, which shall be the existing name of said corporation at the time of such renewal;

2. The name of the city, town or place within the county in which its principal office or place of business is located in this State;

3. The date when such renewal is to commence, which date shall be prior to the date of the expiration of the charter desired to be renewed, whether or not such renewal is to be perpetual, and, if not perpetual, the time for which such renewal is to continue;

4. That the corporation desiring to renew and so renewing its charter is duly organized and carrying on the business authorized by its existing charter.

Section 132. Such certificate for the renewal and continuance of the existence of any such corporation shall be filed in the office of the Secretary of State, who shall furnish a certified copy of the same under his hand and seal of office; said certified copy shall be recorded in the office of the Recorder of the county in which the principal office of said corporation is located in this State, in a book kept for the purpose; and said certificate or a certified copy thereof duly certified under the hand of the Secretary of State and his seal of office accompanied with the certificate of the Recorder of the County wherein the same is recorded under his hand and seal of his office, stating that it has been recorded, the record of the same in the office of the Recorder aforesaid, or

a copy of said record duly certified by the Recorder aforesaid, or the record of such certified copy recorded in the Recorder's office aforesaid, shall be evidence in all courts of law and equity of this State.

Section 133. Upon the renewal of the existence of any corporation it shall pay to the Secretary of State, for the use of the State, a tax of twenty dollars before the delivery of a certified copy of its certificate of renewal by him to it.

Section 134. Any corporation, desiring to renew, extend and continue its corporate existences shall upon complying with the provisions of Sections 131, 132 and 133 of this Act as amended, and with the provisions of Section 2 of Article 9 of the Constitution of this State, be and continue for the time stated, in its certificate of renewal a corporation and shall, in addition to the rights, privileges and immunities conferred by its original charter, possess and enjoy all the benefits of this Act, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this Act imposed on such corporations.

Section 135. Any corporation organized under the laws of this State, whether created by this Act, special Act of the Legislature, or general law, may guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of, the shares of the capital stock of, or any bonds, securities or evidence of indebtedness created by any other corporation or corporations of this State, or any other State, country, nation or government, and while owner of said stock may exercise all the rights, powers and privileges of ownership including the right to vote thereon.

Section 136. No corporation or corporations issuing bonds under the provisions of this Act, shall plead any statute or statutes against usury in any court of law or equity in any suit instituted to enforce the payment of such bonds or mortgages.

Section 137. The board of directors of any corporation, organized under the laws of this State, may change the location of the principal office of such corporation within this State to any other place within this State by resolution adopted at a regular or special meeting of such board.

Upon the adoption of a resolution as aforesaid, a copy thereof shall be filed in the office of the Secretary of State, signed by the President and Secretary of such corporation, and sealed with its corporate seal; and a certified copy recorded in the office of the Recorder in and for the county to which said principal office is removed; for filing the said certificate, the Secretary of State shall charge a fee of five dollars, provided, that no certificate shall be required to be filed or recorded of the removal of any office from one point to another in the same town, city or county in this State.

Section 138. Whenever any notice whatever, is required to be given under the provisions of this Act, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 139. All laws or parts of laws inconsistent with the provisions of this Act, are hereby repealed; provided, however, that all rights, privileges and immunities vested or accrued by and under prior laws, all suits pending, all rights of action conferred, and all duties, restrictions, liabilities and penalties imposed or required by and under laws prior hereto shall not be impaired, diminished or affected hereby.

Section 140. This Act may be amended or repealed, at the pleasure of the Legislature, but such amendment or repeal shall not take away or impair any remedy against any corporation created under this Act, or its officers, for any liability which shall have been previously incurred ; this Act and all amendments thereof shall be a part of the charter of every such corporation except so far as the same are inapplicable and inappropriate to the objects of such corporation.

Approved March 10, A. D. 1899.

Amended and approved March 7, A. D. 1901.

Amended and approved March 17, A. D.1903.