Incorporation of the company.

Style & powers.

President and

elected.

SECT. 2. Be it enacted, That when two hundred shares of the said capital, or any greater number of shares, shall be subscribed as aforesaid, the said subscribers, and those who may thereafter subscribe, and their successors, at and from their first meeting shall be, and they are hereby declared to be one body politic and corporate in deed and in law, by the name, style and title of the president, directors and company of Brandywine bridge; and by the said name, the said subscribers shall have perpetual succession, and have power to make and use a common seal, and to alter and renew the same at their pleasure, and shall have all privileges and franchises incident to a corporation, and shall be capable of taking and holding their said capital stock, and the increase and profits thereof, and of enlarging the same from time to time by new subscriptions in such manner and form as they shall think proper, if such enlargement shall be found necessary to fulfil the interest of this act, and of taking, pur. chasing and holding to them and their successors, in fee simple, or for any less estate, all such lands, tenements, hereditaments and estates, real and personal, as shall be necessary and convenient to them in the prosecution of their works, and the same to sell and dispose of at their pleasure, and of suing and being sued, and of doing all and every other matter and thing which a corporation or body politic may lawfully do.

SECT. 3. Be it enacted, That the commissioners directors to be aforesaid shall within ten days after receiving subscriptions for two hundred shares as aforesaid, give public notice, by printed advertisements, of a time and place of meeting of the subscribers, by them to be appointed, not less than twenty days from the time of issuing the said notice, and at which time and place the said subscribers shall meet, and proceed to organize the said corporation, and shall choose by a majority of votes of the said subscribers present at the said meeting, by ballot, to be delivered in person or by proxy, duly au

one year, &c.

thorized, one president and six directors, to conduct To continue for the business of the said company for one year, and until others shall be chosen, and may make such bye laws, rules, orders, and regulations, not inconsistent powers, &c. with the laws of this State, as shall be necessary for the well ordering the affairs of the said company : Provided always, That no person shall have more proviso. than ten votes at any election, or in determining any question arising at such meetings, whatever number of shares he or she may be entitled to, and that each person shall be entitled to one vote for every share by him or her held under the said number.

SECT. 4. Be it enacted, That after the first stockholders to meeting, the said stockholders shall meet on the first meet annually. Tuesday in May, anno domini, one thousand eight hundred and seven, and on the first Tuesday in May in every succeeding year, at such place as shall be fixed by the rules and orders of the said company, to be made as aforesaid, for the purpose of choosing such officers as aforesaid, for the ensuing

year.

made.

In what manner

SECT. 5. Be it enacted, That the president and Certificates of directors, first to be chosen as aforesaid, shall pro- shares to be cure written or printed certificates for all the shares of the said company, and shall deliver one such certificate, signed by the president and counter- By whom to be signed by the secretary, and sealed with the sel of signed. the said corporation, to each person for every share by him or her subscribed or held; which certificate shall be transferable at such person's pleasure, in transferable. person or by attorney, in the presence of the president or of the secretary, subject however to the instalments due, and that may grow due thereon, and the assignee, holding any certificate, having first caused the assignment to be entered in a book of the company, to be kept for that purpose, shall be a member of the corporation, and for every certificate so held shall be entitled to one share of the capital stock, and of all the estates and emoluments

С НА Р.

XL

1806

Meeting of the president and directors.

Quorum, &c.

of the company, and to vote as aforesaid at the meetings thereof.

SECT. 6. Be it enacted, That the president and directors shall meet at such times and places, and be convened in such manner for transacting their business, as shall be agreed on at such meetings; three members with the president (or in his absence a director appointed by him to act as president) shall be a quorum; they shall keep minutes of all their transactions, fairly entered in a book, and shall have full power and authority to appoint Elective officers a secretary and such other officers as they shall think necessary to carry on the work of the said bridge, and to fix their salaries and other wages, to ascertain the times, manner and proportions, in which the stockholders shall pay the money due on their respective shares, in order to carry on the said work; to draw orders for all money to pay the General powers salaries or wages of persons by them employed, and and duties pre- for the materials procured and labour done; pro

scribed.

Plan of the bridge, &c.

vided that all such orders shall be signed by the president or in his absence by a majority of a quorum of the directors, and to do and to transact all other matters and things as by the bye laws, orders and regulations of the company shall be committed to them; and the said president, directors and company shall within five years erect or cause to be erected, in a permanent and workman-like manner, a good and substantial stone-arched bridge across the Brandywine creek, as to them shall seem adequate and proper, extending from the end of Market-street in Wilmington, which said street shall be opened and established according to the plan or ground plot of the borough, to ground most suitable and convenient on the opposite side of the creek to communicate with the State road leading to Philadelphia...The said bridge to consist of one or more arch or arches with stone abutments, and one or more pier or piers, if necessary; the width of the bridge to be, at least, thirty feet

any perma

obtained.

SECT. 7. And be it further enacted, 'That if the How lands for said president and directors shall have occasion for nent use of the any lands for the scite or for any permanent use of bridge may be the said bridge, or for a road to communicate with the State road leading to Philadelphia, it shall and may be lawful for the said president and directors to apply by petition to the Court of Quarter Sessions of the peace for New-Castle county, to appoint five freeholders to go to or upon the ground and view the same, and to determine whether the land described is necessary for the purpose mentioned in the petition; and the said court is hereby authorized to make such appointment, and the freeholders so appointed shall forthwith after their appointment go to or upon the land described in the petition, being first sworn or affirmed, to the faithful and impartial execution of the duty committed to them; and if, upon viewing the land, they or a majority of them should be of opinion that the same is necessary for the scite of the said bridge, or any permanent use of the bridge, or for a road to communicate with the State road leading from Wilmington to Philadelphia, they shall assess the true value thereof, and make return of their proceedings to the said court, and the same being approved of by the court, and the money assessed as the value of the land being paid or tendered to the party entitled ro receive the same, the said proceedings shall be confirmed, and from thenceforth the said land shall be held by the said corporation, in fee simple, for the use or uses for which it shall be so judged necessary.

SECT. 8. Be it enacted, That if any stockholder, after twenty days public notice given in printed advertisements of the time and place appointed for the payment of any portion or instalment of the said capital stock, shall neglect to pay such proportion at the time so appointed, and for the space of thirty days thereafter, then and in such case each and every share, the proprietor whereof shall

C

Shares when the payment of any instalment is ne glected, to be forfeited;

neglect to pay any instalment due as aforesaid, shall be forfeited to the use of the company, and may be sold by the president and directors, at public auction, for such sum as the same will bring, and the purchaser shall be entitled to a certificate and all other rights as in case of an assignee; and moreover, in case any share should sell for less than sufficient to pay the sum due thereon, the subscriber shall be liable to pay the amount deficient, to be recovered as other debts of the same amount.

SECT. 9. Be it enacted, That the president and directors of the said company, shall keep fair and just accounts of all monies received by them from the said commissioners, and from the subscribers to the said undertaking, and of all voluntary contributions and other monies received for account of the erecting or redeeming the said bridge; and also of all monies by them expended in the prosecution of the said work, and shall, at least once in every year, submit such accounts to a general meeting of the stockholders, until the said bridge be completed, and until all the costs, charges and expenses for effecting the same shall be fully paid and discharged, and the aggregate amount of all such expenses shall be liquidated and ascertained, and if upon such liquidation, or whenever the whole capital stock of the company shall be nearly expended, it shall be found that the said capital is not sufficient to complete the said bridge according to the true intent and meaning of this act, it shall and may be lawful for the said president, directors and company, at a stated or special meeting, to be convened according to the provisions of this act, or their own bye laws, to increase the said capital stock, either by increasing the number of shares or by such per centum on each original share as shall be deemed sufficient to accomplish the work, and to demand and receive the amount of such new shares or additional per centum on each share in like manner and under the like penalties as herein before provided for the original subscriptions; and if after the said bridge is