Delaware General Assembly

CHAPTER 166.

GENERAL PROVISIONS RESPECTING CORPORATIONS.

AN ACT TO AMEND CHAPTER 273, VOLUME 21, LAWS OF DELAWARE, BEING AN ACT ENTITLED "AN ACT PROVIDING A GENERAL CORPORATION LAW," APPROVED MARCH 10TH, A. D. 1899.

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

Section 1. That said Chapter 273, as printed and published in Volume 21, Laws of Delaware, entitled "An Act Providing a General Corporation Law," be and the same is hereby amended by striking out of said Act all of sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 64, 76, 109, 134, 135, 136, 137, 138 and 139. and the same are hereby repealed, and the following sections are hereby inserted in said Chapter 273 in lieu of the sections so struck out and shall be numbered as herein fixed viz.:

"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 this State, provided such powers are included within the objects 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 debt 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" 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 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 a 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, 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. By-laws 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 certificate of incorporation shall otherwise provide, no corporation shall create preferred stock, except by authority given to the Board of Directors by a vote of at least two-thirds of the stock voted at a meeting of the common stockholders, duly called for that purpose; 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 election 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 and 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 days' 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 due 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 days 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, upon payment of each installment or call of capital stock, and upon payment of each installment or call of every increase thereof, -shall make a certificate, stating the amount of the installments or calls so paid, and whether paid in cash or by the purchase of property, stating also the total amount of capital stock, if any previously paid and reported, 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 payment or payments 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 days 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 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 days 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 be 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 for 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 judges' 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 then 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 days 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 tot 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 days 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 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 bonds or debentures issued or to he 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 days next before the day 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 office or offices 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 places 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 amount 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, shalt 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, 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 shall make any loan of money to an' officer of such corporation, nor shall any loan be made to a stockholder upon the security of 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 a lien upon any part of its capital stock, or be the holder or purchaser of any part thereof, unless such lien or purchase 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 franchise 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."

"Section 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 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 come 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 2. That Sections 41, 42, 43, 44 and 45 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, he and the same are hereby amended by striking out the said figures in the first line' of said Sections, and by inserting in lieu thereof, respectively, the figures "46," "47," "48," "49" and "50."

Section 3, That Section 46 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "46" on the first line of said Section, and by inserting in lieu thereof the figures "51;" and that said Section be and the same is hereby further amended by striking out the words "sale or other satisfaction shall be had of the property of" on the first and second lines of said Section, and by inserting in lieu thereof the words "suit shall be brought against;" and also by striking out all of said Section after the word "unsatisfied" on the fifth line thereof.

Section 4. That Sections 47, 48, 49, 50, 51, 52 and 53 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the figures "47," "48," "49," "50," "51," "52" and "53" on the first line of said Sections, respectively, and by inserting in lieu thereof, respectively, the figures "52," "53," "54," "55," "56," "57" and "58."

Section 5. That said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out of said Chapter 273 Section 54, and by inserting in lieu thereof the following Section:

"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 kind of 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 stock holders 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 6. That Sections 55, 56, 57, 58, 59, 60, 61, 62, 63, 65, 66 and 67 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "60," "61," "62," "63," "64," "65," "66," "67," "68" "69," "70" and "71."

Section 7. That Section 68 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "68" in the first line thereof, and by inserting in lieu thereof the figures "72;" and that said Section be and the same is hereby further amended by adding at the end thereof the following: "and every such association may take, as collateral security for such loans, shares of its own capital stock."

Section 8. That Section 69 and 70 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Section, and by inserting in lieu thereof, respectively, the figures "73" and "74."

Section 9. That Section 71 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "71" in the first line of said Section and by inserting in lieu thereof the figures "75;" and by striking out the figures "69" and "70" in the second line of said Section, and by inserting in lieu thereof the figures "73" and "74," respectively, and by inserting the words "as amended" after the words "Act" in said second line of said Section.

Section 10. That Sections 72, 73, 74 and 75 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Section, and by inserting in lieu thereof, respectively, the figures "76," "77," "78" and "79."

Section 11. That Sections 77, 78,79 and 80 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "80," "81," "82" and "83."

Section 12. That Section 81 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the said figures in the first line of said Section, and by inserting in lieu thereof, the figures "84," and by striking out the figures "79" in the fourth line thereof and the figures "78" in the twelfth line thereof and by inserting in lieu thereof, respectively, the figures "82" and "81;" and by inserting the words "of this Act as amended" immediately after the said figures "82," and immediately after the said figures "81."

Section 13. That Sections 82, 83, 84, 85, 86 and 87 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "85," "86," "87," "88," "89" and "90."

Section 14. That Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out of said Chapter 273, Section 88, and by inserting -in lieu thereof the following Section, numbered as follows, viz.:

"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 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 on any corporation of this State constituent thereof."

Section 15. That Sections 89, 90, 91 and 92 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "92," "93," "94" and "95."

Section 16. That Section 93 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "93" in the first line of said Section, and the figures "85," "89," "90," "91" and "92" in the third line thereof, and by inserting in lieu thereof, respectively, the figures "96" in said first line and the figures "88," "92," "93," "94" and "95" in said third line; and by inserting the words "as amended" after the word "Act" in said third line.

Section 17. That Sections 94, 95, 96, 97, 98, 99 and 100 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections. and by inserting in lieu thereof, respectively, the figures "97," "98," "99," "100," "101," "102" and "103."

Section 18. That Section tot of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the said figures in the first line of said Section, and by inserting in lieu thereof the figures "104;" and that said Section be and the same is hereby further amended by adding after the word "water" on the fifth line the following words: "and every corporation organized as aforesaid for the transportation and storage of oil;" and by further striking out the word "water" in the seventh, tenth and seventeenth lines of said Section. And that said Section be and the same is hereby further amended by inserting between the word "any" and the word "city" the word "county," and by inserting the word "county" between the word "the" at the end of line fifteen and the word "city" at the beginning of line sixteen, and by inserting the word "the" and the word "cities" in the thirteenth line the word "counties," and by inserting between the word "the" and the word "district" in line thirty-three the words "county, city, town or;" and that said Section be and the same is hereby further amended by adding thereto at the end thereof the following, to wit: "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 lines, 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 in 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, and the value, compensation or damages to be paid for 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 19. That Sections 102, 103 and 104 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said sections, and by inserting in lieu thereof, respectively, the figures "105," "106" and "107."

Section 20. That Section 105 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "105" in the first line of said Section, and the figures "103" and "104" in the second line thereof, and by inserting in lieu thereof, respectively, the figures "108" on the said first line and the figures "106" and "107" on the second line thereof; and by inserting the words "as amended" after the word "Act" in said second line.

Section 21. That Section 106 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the said figures in the first line of said Section, and by inserting in lieu thereof the figures "109."

Section 22. That Section 107 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "I07" in the first line thereof, and the figures "74" in the sixth line thereof; and by inserting in lieu thereof, respectively, the figures "110" in the said first line, and the figures "78" in the said sixth line; and by inserting the words "as amended" after the word "Act"

in said sixth line.

Section 23. That Section 108 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "108" in the first line thereof, and by inserting in lieu thereof the figures "111."

Section 24. That Section 110 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the said figures in the first line thereof, and by inserting in lieu thereof the figures "112."

Section 25. That Section 111 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "111" in the first line of the said Section, and the figures "78" in the seventh line thereof, and by inserting in lieu thereof, respectively, the figures "113" in the said first line, and the figures "81" in the said seventh line, and by inserting the words "as amended" after the word "Act" in said seventh line.

Section 26. That Sections 112 and 113 of said Chapter 273 as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "114" and "115."

Section 27. That Section 114 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "114" in the first line of the said Section, and the figures "112" in the fourth line thereof, and the figures "78" in the twelfth line thereof, and by inserting in lieu thereof, respectively, the figures "116" in the said first line, "114" in said fourth line, and the figures "81" in the said twelfth line, and by inserting the words "of this Act as amended" immediately after said figures "114," and also immediately after said figures "81."

Section 28. That Sections 115 and 116 of said Chapter 273 as printed and published in said Volume r, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "117" and "118."

Section 29. That Section 117 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "117" and "84" in the first line of the said Section, and by inserting in lieu thereof, respectively, the figures "119" and "87;" and by inserting the words "as amended" after the word "Act" in said first line.

Section 30. That Sections 118, 119 and 120 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "120," "121" and "122."

Section 31. That said Chapter 273, as printed and published in Volume 21, Laws of Delaware, he and the same is hereby amended by striking out of said Chapter 273, Section 121, and by inserting in lieu thereof the following Section, numbered as follows, viz.:

"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 of this State, constituent thereof."

Section 32. That Section 122 of the said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the said figures in the first line of said Section, and by inserting in lieu thereof the figures "124."

Section 33. That Section 123 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "123" in the first line thereof and by inserting in lieu thereof the figures "125;" and that said Section be and it is hereby further amended by striking out the words. "now laid" in the last line thereof, and inserting in lieu thereof the words "laid and the road is in operation at the time when such authority or consent is asked for."

Section 34. That Sections 124, 125 and 126 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "126," "127" and "128."

Section 35. That Section 127 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "127" in the first line thereof and by inserting in lieu thereof the figures "129;" and that said Section be and the same is hereby further amended by striking out the words "other than those authorizing increase of capital stock," being all the words in the parenthesis on lines sixteen and seventeen of said Section, and by inserting in lieu thereof the words "increase or," and also by inserting after the words "twenty dollars" on the nineteenth line of said Section, the words "and if the capital stock of the corporation is increased by any such amended certificate, he shall receive an additional sum of fifteen cents for each one thousand dollars of increase."

That said Section be and the same is hereby further amended by striking out the words "or educational" in the sixth line of the second paragraph thereof; by inserting the word "solely" after the word "corporations" and before the word "for" in said sixth line of said second paragraph; and by inserting the word "or" in said sixth line of said paragraph between the word "religious" and the word "charitable."

Section 36. That Section 128 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "128" in the first line thereof and by inserting in lieu thereof the figures "130;" and that the said Section be and the same is hereby further amended by striking out the word "taxation" in the second line thereof, and by inserting the words "but not for the purpose of taxation" after the word "State" in the third line of said Section.

Section 37. That Sections 129, 130 and 131 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same are hereby amended by striking out the said figures in the first line of said Sections, and by inserting in lieu thereof, respectively, the figures "131," "132" and ",133."

Section 38. That Section 132 of said Chapter 273, as printed Amendments and published, in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "132" in the first line thereof and the figures "129," "130" and "131" in the third line thereof, and by inserting in lieu thereof, respectively, the figures "134" in the said first line and the figures "131," "132" and "133" in the said third line, and by inserting the words "as amended" after the word "Act" in said third line.

Section 39. That Section 133 of said Chapter 273, as printed and published in said Volume 21, Laws of Delaware, be and the same is hereby amended by striking out the figures "133" in the first line thereof, and by inserting in lieu thereof the figures "135;" and that the said Section be and the same is hereby further amended by striking out the words "created under the provisions of this Act may," in the first and second lines of said Section, and inserting in lieu thereof the following words: "organized under the laws of this State, whether created by this Act, special Act of the Legislature, or general law, may guarantee."

Section 40. That said Chapter 273, as printed and published in Volume 21, Laws of Delaware, is hereby further amended by adding thereto the following Sections, numbered as follows, viz.:

"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."

Section 41. That in making publication of the laws enacted at the present session of the General Assembly, the Secretary of State shall publish the Act to which these amendments are added as the said Act is hereby amended.

Approved March 7, A. D. 1901.