The Delaware gazette — Wilmington [Del.], 1810-03-28 00:00:00, page 1

Wilmington & Brandywine Bank.
AGREEABLY to adjournment the citizen» of
the Borough of Wilmington, and its vicinity,
met on the 17 th inst. at the house of Af Iviard
Thomas, f
The Chairman and Secretary, appointed st last
Meeting, took their seats :
f
The minutes of last Meeting being read, the
Committee appointed lor the purpose of
drafting Articles of Association for the pro
jected institution, made their report, which
being read by paragraphs, and maturely con
sidered, were unanimously adopted, as fol
lows t
The Articles of Association,
OF THE
BankofWilmington d>B randy wine.
TO all Whom these presents shall come, or
*to whom they in any wise concern, Be it made
known and made manifest, That We, the sub
scribers, have formed a Company or limited
Partnership, and do hereby associate and agree
With each other to conduct business ander the
name and title of " The PRESIDENT and
DIRECTOR!* of the BANK of WILMING
TON and BRANDYWINE."
And We do hereby mutually covenant, de
clare and agree, That the following are and
shall be the fundamental articles of this olf As
sociation and agreement with each other, by
which we, and all persons who 6t any time may
transact business with the said company shall
be bound and concluded.
ARTICLE I.
The capital stock of the said company shall
consist of Two Hundred Thousand Dollars , in
money of the United States, and shall be divi
ded in shares ol FiftuDolhrs each ; the amount
of the shares subscribed for shall be paid by
the several respective subscribers into the
hands of the Directors, herein after named, in
gold or silver, or in Bank notes equivalent
thereto, in the following manner, ta wit :
Five Dollars shall be paid on each share at the
time of subscribing these articles, and Five
Dollars shall be paid on each share on every
succeeding thirty days, until the payment ol
'Twenty-five dollars, on each share so subscri
b id is completed ; and in case of non-payment
of the said sums of money at the time or times
specified, when they become payable, the share
or shares subscribed for, and upon which such
default of payment arises, shall be forfeited to
the company, together with all and every sum
or sums of money previously paid thereon : and
the remaining Twenty Five Dollars, on each
and every share so subscribed, shall be called
fur and demanded at such time and place and
in such proportions as the Directors herein af
ter mentioned, shall order and direct ; they
giving at least thirty days previous notice of
such payment, in the most public mannerthat
circumstances and the nature of th* case will
admit. And in case of non-payment of the
residue, or any part thereof, at the time
or
times so required,'the interest or dividends on
all monies previously paid on such shares shall
be forfeited to the Company.
ARTICLE II.
That the following persons are hereby con
stituted and appointed Directors of said Bank,
and shall continue to hold their respective of
fices until the first Monday of April, one thous
and, eight hundred and eleven, and until they,
or their successor» shall be duly elected,
as
herein after provided.
ARTICLE III.
Should any vacancy at any time happen a
mong the Directors, by death,
resignation or
otherwise, the remainin
Directors, for the
tf J
time being, shall elect a
Dii
rector to fill such
vacancy ontil the next election ; and on the
»aid first Monday in April, 1811, and on every
succeeding year, a general meeting of the
Stockholders of the said Bank shall be holden
at such place as the Board of Directors shall
appoint, by notice given in the most public
spanner the nature of the case will admit, at
least fifteen days next antecedent to such meet
ing, for the purpose of electing nine Directors
for the ensuing year ; and the said Directors,
thus elected, shall, at their first meeting after
such election in each year, choose one of their
number as President : Provided, that in
ease it
should happen at any time that an electien of
Directors should not he made upon any day
when, pursuant to these articles, it ought to
have been made, it shall he lawful, and the Di r
rectors for the time being are hereby required,
within ten days af;er such neglect to call a
meeting of the stockholders, for the purpose of
holding and making an election of Directors, in
such manner as a majority of them shal direct
am! appoint.
ARTICLE IV.
None but a Stockholder, being a citizen cf,
and ie«idmg in the State of Delaware, shall be
eligible as a Dire tor; and no Director of any
nther Bank, or partner of such Director, shall
" le Sallle time, a Director of this Bank ;
aud it any one ol the Directors, alter being e
lei ted. shall, at any time, during the term for
alueh ne shall have been chosen, cease to be
« Stockholder, o* be elected or chosen a Direct
ly other Bank, tlie remaining Direct
■r or in a
ors,
majority ol them shall (after having
T a
hictury information of tins same) at their
«♦Ut I s
t mcetii
'g. pa ia an order declaring him thus
'.•'■qualifiai, and no longer a Director of the
' si ' J ; "'"I »hall forthwith proceed to fi I
THE DELAWARE GAZETTE.
*
WILMINGTON. WEDNESDAY, MARCH 27 , 181 * 0 .
VOL. L]
NO. 75
Hj), by a new election, his place for the remain
der of the time for which he shall have been
elected. Provided alwaj s, that it shall hot be
lawful to re-elect more than seven of the Di
rectors of the former year.
ARTICLE V.
The Board of Directors for the time being
shall have power to elect a President and Cash
ier, and Buch other officers and Clerks under
them as shall be necessary for executing the
business of the Company, and to allow them
such compensation for their services respect
ively as they may deem reasonable, and shall
be capable of exercising such other powers and
authorities, and of making, revising, altering
or annulling all such Bye I.aw* and Regulali
tions for the Clovernment of the Company, and
that of their officers and affairs as they, or a
majority of them shall, from time to time,think
expedient—not inconsistent with law or these
Aiticlesof Association jandto use,employ, and
dispose of the Joint Stock,bunds or Property of
the Company (subject only to the restriction
herein contained) as to them, or a majority of
them shall seem expedient.
ARTICLE VI.
Not less than five Directors shall form a
Board for the transaction ofbusihess, of whom
the President shall always be one, except in ca
ses of sickness or necessary absence ; in which
case his place may be supplied by any other
Director whom the majority of Directors pres
ent shall nominate for that purpose.
ARTICLE Vli.
One share in the stock of this bank shall be
sufficient to entitle the holder to one vote, but
no person or persons body corporate or other
wise, shall be entitled to more than ten votes at
any election, agreeably to the following rat'O—
From I to
5 »hares 1 vote.
From 5 to 10 do.
2 do.
From 10 to 20 do.
3 do.
From 20 to 30 do.
4
uo.
From 30 to 40 do.
5 do.
From 40 to 50 do.
fi do.
From 50 to 60 do.
7 do.
From 6'f) to
70 do.
8 do.
From 70 to 80 do.
9 do.
From 80 to 100 do.
10 do.
Stockholders resident within the United States
may vote by proxy upon such terms and coadi
may be presciibcd by the bye laws and
tions as
ordinances of the association, but no share or
shares shall confer the right of suffrage (except
at the first election,) which shall not have been
held under a regular transfer at least three calen
der months previous tn the day of the election.
ARTICLE VIII.
A majority of the directors shall have
power
to call a general meeting of the stockholders,
for purposes relative to the concern of the com
pany giving at least thirty days notice in the
newspapers of this place, or in such other the
most public manner that the circumstances may
admit and specifying in such notices the object
or objects of such meeting.
ARTICLE IX.
The cashier before he enters upon the duties
of his office, shall be required to give bond with
two or more sureties to the satisfaction of the di
rectors in such sum as the board of directors
may by their bye laws order and direct, from
time to time, with condition for the faithfol per
formance of his duties.
ARTICLE X.
That in case of the death, disqualification,
removal or resignation of the piesident, the di
rectors shall appoint one from their number to
fill the vacancy, who shall hold the office during
the remainder of his term for which bis prede
cessor was elected.
ARTICLE XI.
The share» of the capital stock shall be trans
ferable on the books of the company, according
to such rules, as conformable to law, may be es
tablished in that respect, by the board of direc
tors.
ARTICLE XII.
No transfer of stock in this company shall be
considered as binding upon the company,
unless
made in a book or books kept forthat purpose
by the company, and it is further expressly agreed
and declared that any stockholder who shall
transfer in manner aforesaid, all his stock or
shares whatever shall thenceforth cease to be a
member of this
company, and any person or
persons whatever who shall accept a transfer of
any stock or share in this company shall thence
forth become and be a member of this company,
according to the articles of
association.
ARTICLE XIII.
That the lands, tenements, and hereditaments
which it shall be lawful for the said
company to
hold, shall hf only such as shall be necessary for
its immediate accommodation, in relation to the
convenient trantacting of its business, and such
as shall have been bona fide mortgaged to the
company by Way of security, or conveyed to it,
or to some person in trust, for the use of the
company in satisfaction or security for money
actually loaned, or advanced, or in satisfaction
of, or security for debts previously contracted
;
with, or due to the said company or purchased
at sales, upon judgments which shall have been
obtained for such debts, and in every instance in
which the company may become
owners or
claimants of lands, tenements, or hereditamen a.
the board of directors are empowered to sell or
dispo-e of the same in such manner as they shall
deem beneficial for the use of rhe companv.
ARTICLE XIV.
The company shad in r.u Ct«e be owners of
I
any ship* or vessel*, or directly or indirectly hr
concerned in commerce,or insurance dr in the im
portation or exportation, purchase or side of any
poods, ware-, or merchandize whatever, (l)iils of
exchange, and bullion only excepted,) except
such ship*, ' essels, goods, wares, or merchandize,
as shall be truly transferred, conveyed or pledged
to them by way of security for money actually
loaned and advanced, or for debts due owing, or
growing due to the said company, or purchased
by them to secure such debts, so due to the said
company, or to effect insurance on the property
that may belong, . r he thus pledged to the said
company for its security.
ARTICLE XV.
All bills, bonds, notes, and every
• tract and
engagement or. behalt of the. company, shall be
signed by the president, and countersigned nr at
tested by the cashier of the company, and the
funds rtf the company shall in no case tie held
responsible for any contract or engagement what
ever, unless the same shall be
isiiKil, cnui.tcv
signed nr attested as aforesaid, and the books pa
pas, correspondence, and the funds or the com
pany, shall jt all titties be subject to the inspec
tion of the director*.
ARTICLE XVf.
Dividends
f the profils of the
company, or
of 10 much of the said profits as shall be deemed
expedient and proper, shall be declared and paid
half ycaily during the months of January and
July in every year, except the fiis; dividend which
shall be declared in the mont r of January eigh
teen hundred anil eleven, and the said dividends
shall from time to time be determined by n ma
jority nf the directors, at a meeting to he held
for that purpose, and shall in no case exceed the
amount of the nett profits actually acquired by
the company, so that the capital stock theieof,
shall never be impaired by dividends.
ARTICLE XVII.
If the said directors shall
at any lime wilfully
and knowingly make or declare any dividend
which shall impair the said capital stock, all di
rector« who shall he present at the making or
declaring such dividend and assenting thereto,
shall he liable in their individual capacities to the
company, for the amount or proportion of the
said stock, so divided by the said directors, and
each director who shall be present at the making
or declaring of such dividend, shall be deemed
to have consented thereto, unless he shall
inme
diatcly declare in writing his dissent, on the min
utes of the proceedings of the board.
ARTICLE XVIII.
It is hereby expressly and explicitly declared
to lie the object of the personsjwho associate under
the firm oi the pjesident and directors of the
Bank of Wilmington and Brandywine, that the
property or joint stock of said company (exclu
sive of the dividends to be made in the manner
herein mentioned,) shall alone he responsible f
or
the debts and engagements of the company, ai d
that no pci son who shall
or may deal with tl
saiil company, or to whom they shall or may
become in any wise indebted, shall on any pre
tenre whatever have lecourse against the st-per
ate property of any present or future member of
the company, or against their persons, but all
pvrsmis accepting any bond, bill, note, or other
contract of this company, signed by ibe piesi
dent, and countersigned by the cashier of the
company for the time being or dealing with it hi
any manner whatsoever, thereby give credit re- ,
spectivcly to one joint stock or property of said
company, and thereby disavow having recourse
on any piesent or futuie member of this compa
ny except as abovementioned and all suits brought
again»! this company (if any shall be,) shall be
brought against the president for the time bemg,
and in case of 1rs death, or removal from nfiice
pending any such suits against him, measures
shall be taken at the experice of the company for
substituting his successor in office as defend
ant, so that persons having any demands upon
the company may not be prejudiced or delayed
by that event, or if the person sucing shall go on
against the person first named as defendant (not
withstanding his death or removal from office,)
this company snail take no advantage by wiit of
error or otherwise of such proceeding on that
account, & all recoveries had in m anner aforesaid
shall tie conclusive upon the company, so far as
to render the company'» said joint stock or pro
perty liable thereby and no lurther, and the com
pany shall immediately pay fhe amount of such
recovery out of their joint stock, but not other
wise, and in case of any suit at law, the presi
dent shall sign his appearance or file common
bail thereto, it being expressly understood and
declared that all persons dealing with the said
company agree to these terms, and are to be
bound thereby.
ARTICLE XIX.
The directors shall keep fair and regular en
tries in a book provided for that purpose of their
proceeding*, and on any question where too di
rectors »hall require it, the yeas and nays of the
directors voting shall be duly inserted''off their
minute», and those minutes be at all
times on
demand produced to ihe stockholder* when at
a geneial meeting the same shall be required.
ARTICLE XX.
The association shall continue unt'i the twen
tieth day of January, one thousand eight hun
dred and forty and no longer—but the propiic
t >rs of two-thirds of the capital stock of,.the
luy may by their concurring
com
votes at a
rl meeting to be called forthat express puff,
tgenen
pose, dissolve the same at any prior period, pro
vided that notice of such meeting and of ijt* ob
ject shall be published in the news
•ipers fff ri-ac
borough oi Wilmington
and such oti:cr, i 1 1
most public notice the nature of the Case may
require for at hot six months previous to the
time appointed for such meeting.
AR TICLE XXL
These articles of agreement shall be publisher!
in the news-papers of the borough of Wilming
ton for one month, and for the further informa
tion of all persons who may transact busi
ness
with, or in any manner give credit to this com
pany every bond, bill, note or other instrument
of contract by the cllect or terms of which the
company may be charged or held liable for the
payment of money, shall specially declare in such
manner as the board of directors may prescribe,
that payment shall he made out of the joint
funds of this company, according to the present
articles of this association, and not otherwise, and
a copy of the lath article of this association
shall be inserted in the bank book of every per
son depositing money or oilier valuable piopeity
with tne company for safe custody, or a printed
copy shall be delivered to every person before
any such deposit slia.l have been received.
And it is expressly declared that no engage
ment can be legally made in the name of thesdd
company unless it contains a limitation or re
striciion to the effect above recited, and the com
pany hereby exptessly disavow all responsibility
lor any debt or engagement whidh may be made
in their name, not containing a limitation, or re
striction to the effect aforesaid.
ARTICLE XXII.
Immediately on the dissolution of this associa
tion effectual measures shall he taken by the
ex
isting directors for closing all the concerns of the
company, and for dividing the capital and profits
which may remain among the stockholders in
proportion to their respective interests.
It: witness whereof we have hereunto set
our names and firms the day of
in the year of our Lord, one thousand eight hun
tired and ten.
Whereupon, on motion,
Resolved, That a committee of five persons he
appointed commissioners to open books for the
subscription of the capital stock aforesaid, anil
that the aforesaid commissioners, or a majority
ol them shall open said books on the first Mon
day in April next ensuing, at Ç) o'clock, A. M.
at such place as the commissioners
may appoint
and shall continue them open until S o'clock-,
I'. M. and shall retnain open between those
hours for at least one day and for thre« days
un
less sooner filled, and if it shall so happen that
more than the «tipulated number of shares should
he subscribed for on the first day, then thecom
missloners aforesaid are to apportion them a
mong the subscribers by deducting from the
highest subscription, until they arc reduced to
the proper number ; or if more persons than there
arc share«, then the commissioners are to cast loin
to decide to whom they shall belong, and the
ill, on deciding to whom the
com missioners
«hares may belong, and on the individual hold
er of stock subscribing the articles of associati
on, i«sve receipts for the money received by then«,
at the time of subscribing. These receipts, with
the original subscription, shali be deemed good
evidence of the quantity of stock to which each
subscriber shall be eniitled in this company, but
no person or persons shall be permitted to sub
scribe on the first day on which the books a
if
opened for more than ten shares, nor shall any
, subscriptions be permitted by proxy on the firrt
day ; and if the stock be not subscribed on the
first day, the books are to remain open on the:
second day on the same terms as the first, except
as to the prevention of subsciiption hy proxy ;
but if they are not filled on the second day, then
the commissioners may permit any person or per
sons to subscribe for any number of shares, until
the whole number is completed ; St should it
so'
Happen that a part of the shares of this bank
shall not be subscribed for during the three first
days allotted to keep the hooks open, the com
missioners shall appoint a place or places for the
books to remain open for receiving subscriptions'
until directors are elected who shall as soon as
convenient make the necessary arrangements
therefor: Provided nevertheless, That no body poli—
tic or corporate shall be permitted to subscribe
for stock in this institution,
Resolved , 1 hat as soon as three thousand shares
of the capital stock of the aforesaid bank are sub
scribed lor the commissioners aforesaid shall
immediately proceed to cull a meeting of the
stock holders after giving at least ten days pub
lie notice, and that the said stock holders when
so convened shall elect by ballot nine directors
for the purpose of filling the blank in the Sd
at»
tide of the foregoing articles of association, and
when so elected the aforesaid
commissioners
shall immediately pay over ta such directors the
amount Of the subscription i wiiies in their
hands.
Resolved , That John Wav, Robert Hamilton.
Daniel Lowber, James Jeffrie«, and John Tor
hert he appointed the commissioners to act in
conformity with the foregoing resolutions.
The undersigned, in conformity to their ap
pointment, hereby give notice that the books for
receiving subscriptions For the capital stock ni
the bank of Wilmington and Brandywine will be
opened at the Town Hall, in the boioneh o t
Wilmington, on Monday the 2d April estsnme,
at p o'clock, A. M. und-ribe regelnde®] com
prised ia tlic foregoing resolutions.
JOHN WAY,
ROBERT HAMILTON,
DANIEL LOWBER,
JAMES JEFFBUFS,
JOHN TOÄBER.T..
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