The Delaware gazette — Wilmington [Del.], 1810-04-04 00:00:00, page 1

THE DELAWARE GAZETTE.
WILMINGTON, WEDNESDAY, APkII
VOL. I.]
NO. 77
4, D
0.
Wilmington f* Brandywine Bank.
AGREEABLY to adjournment the citizens of
the Borough of Wilmington, and its vicinity,
met on the 17th inst. at the house of Edward
Thomas.
The Chairman and Secretary, appointed at last
Meeting, took their scats :
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 :
The Ankles of Association ,
4 OF THE
Bankof Wilmington ^Brandywine.
TO all whom these presents shall come,
or
to whom they in any wise concern, Be it made
known and made manifest, That We, thesub
acribers, have formed a Company or limited
Partnership, and do hereby associate and agree
■with each other to conduct business under the
The PRESIDENT and
name and title of
DIRECTORS of the BANK of WILMING
TON and BRANDYWINE."
And We do hereby mutually covenant, de
clare end agree. That the following are and
shall be the fundamental articles of this our As
sociation and agreement with each other, by
which we, and all persons who at any time may
transact business with the said company shall
be bound and concluded.
AR TICLE I.
Tbe capital stock of the said company slia'l
Consist ot Two Hundred Thousand Dollars, in
of the Doited States, and shah be divi
money
ded in shares of Tiftu Dollars each ; the amount
of the shares subscribed for shell be paid by
the sevetal respective subscribers into the
hands of the Directois, herein after named, in
gold or silver, or in Bank notes equivalent
thereto, in the following manner, to wit ;
The Hollars 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 thiity days, until the payment ot
'Twenty-five dollars, on each share so subscri
bed is completed ; and in case of non-payment
of the said sums of.ggoney 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 he forfeited to
the company, together with all and every sum
or sums of money previously paid thereon : and
on euch
the remaining Twenty Five Dollar ,
and every share so subscribed, shall be called
for and demanded at such lime 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 manner that
circumstances and the nature of the case will
admit. And in case of non-payment of the
residue, or any part thereof, at the time or
firnes so required, the interest or dividends en
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 Director* of said Bank,
and shall continue to bold their respective of
fices until the first Monday of April, one thous
and, eight hundred and eleven, anti until they,
or their successors shall lie duly elected, as
herein after, provided.
ARTICLE ill.
Should any vacancy at any time happen a
mong the Directors, by death, resignation or
otherwise, the remaining Directors, for the
time being, shall elect a Director to fill such
vacancy until the next election ; and on the
said first Monday in April, 181 1, and on every
succeeding year, a general meetimjajf the
Stockholders of the said Bank
at such place as the Board -of
hall
appoint, by notice given in tjm HI
iblic
manner the nature of the ctgm^HSj
pr.it, at
least fifteen days next sntecejL
th meet
ing, for the purpose of electing
Directors
far 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 : Provide-J, that in ease it
should happen at any time that an election of
Directoi s should not be made upon any day
when, pursuant to these article-, it ought to
have been made, it shall he lawful, and the DE
vectors fur-thc time bring are hereby required,
'vhiiin t.-n days after such neglect to call a
taecing of the stockholders, for the purpose of
holding and making an election of Directors, in
rurli manner usa majority of them sfft-ri direct
si'd appoint.
ARTICI.E -IV.
None but a Siock hohler, being a citizen «.
ami residing in the State of Delaware, shall he
eligible as a Director ; and no Director of any
ettnei-ILnk, or pattner of such Director, shah
be, nr the t ame time, ;i Director of this Bank ;
8 m! il any one ol the Directors, alter being e
lei ted, shall, at ally time, during the term for
which lie shall have Ix-eit chosen, cease to be
* s '°ck holder, or be elected or chosen a Direct
w Qr ' n an y rttliei Bank, the -remaining Direct
("s, ot- a majority, of them shall (after having
Wishictnry information of the same) at their
! j.c\t Meeting, pass an order declaring him thus
'vqaabfied, and no longer a Director of the
dunk : at.d »hJ] forthwith proceed to fill
up, by a new election ''is place for the lenuiin
der of I lie time for which lie shall have been
elected. Provided always, that it shall not be
lawful to re-elect more than seven of the Di.
rector* 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 such other officers and Clerks under
them as shall he necessary for executing the 1
business of the Company, and to allow them ]
such compensation for their services respect- |
ively as they may deem reasonable, and shall j
he capable of exercising such other powers anti t
authorities, and of making, revising, altering
or annulling ul| such Bye Laws and Ilegulali
bons for the Government of the Company,and
that of their officers and affairs as they, or a
majority or them shall, from time to time,think
expedient—not inconsistent with law or the-e
Articles of Association ;and to use,employ, and
dispose of the Joint Stock,Funds or Property of
the Company (subject only to the restriction
herein contained) as to them, or a majority of
them shall seem expedient.
ARI'ICLE VI.
Not less than five Directors shall form a
Board for the transaction of business, 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 Directois pres
ent shall nominate for that purpose.
ARTICLE VII.
One share in the stock of this hank 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 titan ten votes at
any election, agreeably to the following ratio—
From 1 to
5 shares I vote. •
From 3 to
10 do.
2 do.
Fio
3 do.
20 do.
10 to
From 20 to 30 do.
4 do.
From 30 to 40 do.
3 do,
From 40 to 5T do.
(5 do.
From 30 to th) no.
7 do.
From (10 to 70 do.
8 do.
From 70 to 80 do.
do.
From 80 to 100 do.
10 do.
Stockholders resident within the United States
may vote by proxy upon such terms and comb
lions as may be prescribed by the bye laws and
ordinances of thé 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 regntar transfer at ica«t three calen
der months previous to the day of the election.
ARTICLE. V'iii.
A majority ol the directois shall have power
to call a general meeting of the stockholders,
for purposes relative to the concern of the com
pativ 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 hy their bye laws order and direct, born
time to time, with condition for the faithful per
formance of Ids duties.
ARTICLE X.
That in case id the death, disqualification,
removal or resignation of the piesideiit, the di
rectois shall appoint one from their number to
fill the vacancy, who shall hold the office during
the remainder of Itis term for which his prede
ceiisor was elected.
ARTICLE XI.
The shares of the capital stock shall be trans
ferable on the hooks of the company, according
to such rules, as conformable to law, may be es
tablished in that respect, by the boat'd of direc
tors.
ARTICLE XII.
No transfer of stock in this company shall he
considered as binding upon the company, unless
made in a book or books kept for that purpose
by the company,and it is further expressly agreed
and declared that any stockholder who shall
transfer in manner aforesaid, all his slock 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
fth th become and he a member of this company,
according to the articles of association.
ARTICLE XIII.
That the lands, tenements, and hereditaments
which it shall he lawful for the said company to
hold, shall be only such as shall be necessary fol
ks immediate accommodation, in relation to the
convenient transacting of its business, and such
as shall have hecn 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 contacted
with, or due to the said company or purchased
at sales, upon judgments vyhich shall have been
obtained for such debts, and in every instance in
which the company may become owners or
claimants of lands, tenements, or hereditament*,
the board of directors are empowered to sell or
dispose of the same in such manner as they shall
deem beneficial for the use of the company.
ARTICLE XIV.
Tbe company shall in dj» case be owners c_
finy ships oi verc Is, or directly ot indirectly be
concerned in comment-,or insutancc or in rh.-im
poitation or exportation, purchase or sale of any
goods, ware«, o r merchandize whaievei, (bills of
exchange, and bnihon only excepted,) except
such ships, vessels, goods, waics, or rneir.handize,
as shall be truly transferred, conveyed or pledged
to them by way of security f.*r money actually
loaned ard advanced, or foi debts due owing, or
1 growing due to the said company, or purchase;
] by them la secure such debts,sodue to the suit
| < >>mpany, or to effect insurant:«.the pioprrty
j th it may belong, or be thus pledged to the said
t company for its security,
ARTICLE XV,
-W hills, bonds, notes, and every contract and
engagement on behalf ot the company, shall be
signed hy the president, and countersigned or at
tested hy the cashier cf the company, and the
fund* of the company shall in no case Ire held
responsible for any contract or engagement what
ever, unless the same shall be so signed, counter
signed or attested as aforesaid, and the hooks pa
pers, correspondence, and the fund* of the com.
piny, »nail at ail times be subject to the inspcc
tion ot the directors.
ARTICLE XVL
Dividends r.l the profits of the company, or
of so much of the said profits as si.all be deemed
expedient and proper, shall he declared and paid
half yearly during tie months of January and
July in every year, except the first dividend which
sitail be declared in the month of January eigh
teen hundred and eleven, and the said dividends
shall from time to time be determined by a ma
jority of the directors, at a meeting to be held
for that purpose, and shall in no case exceed the
arwv.nt of the nett profits actually acquired ba
the company, so that the capital stock thereof,
shall never be impaired l-v dividends.
ARTICLE XVII.
If the said directors shall
at any time wilfully
and knowingly make or declare any dividend
which shall imp-in tbe »aid capital stock, a!
di
rectors who shall he present at the m»ki
m
declaring such dividend and assenting t
erem,
shall he liable in their individual canacitie
to the
company, for the amount
A' the
or jii'-.ipmhuii <
divided by the said diirctov
said stock, t
e, and
each director wl;
shall be pre
t at the
or declaring of such dividend, sl-i.il
cined
to have consented thereto, unless lie • : all imme
diately declare in writing his disse,,; r
.1 the inin
utes of the proceedings of tli :,rd.
ARTICLE Will.
It is hereby expressly and
ex;-l
to he the object of the persons, who a
.ft* under
the firm of the president and du
*■ ol the
Bank of • \ simiugton and Biandy
Lie, that the
property ot joint stock of said company (exclu
sive of the dividends to l»**
i-i., the
mcr
herein
mud,) shall alone ;, e responsible for
the debt .4 ; ui cLfstgement s of the
. and
ununan
that no person who shall
■ mi«. y de.
vidi the
said cornpar
whom they thail 01 may
or to
become in a
y wise indebted* rh..!! on any pro \
fence whatev
have lecourhc
gainst the seper
ate property ol any present or future member of
the company, nr against their persons, but all
persons accepting any bond, hi!!, note, or other
contract of ibis
company, signed by the presi
deni, and countersigned by the cashier of the
company for the time being or dealing with it in
any manner whatsoever, thereby give credit re
»pectiveiy to one joint stock or property of said
company, and thereby disavow having recourse
any present or futuie member of this compa
on
"y exceptas above-mentioned and all suits brought
agair.st this company (if any shall be,) shall be
brought against the president for trie time being,
and incase of his death, or removal from office
pending any such suits against him, measures
shall be taken at the expeure of the'coinptiny for
substituting his successor in office ns defend
ant, so that persons having- any demands upon
the company may not lie prejudiced or delayed
by that event, nr il the person sueing "hull go on
against the-person first named as lelendant (not
withstanding his death or removal from office.)
this company shall take no advantage by writ ol
error orothciwise of such proceeding on that
account, &: all recoveries had in manner aforesaid
shall be conclusive upon the company, so far as
to render the company's said joint stock oi pro
perty liable thereby and no further, and die com
pany shall immediately pay the amount of such
recovery out of their joint stock, li it pot other
wise, and in case of anv fuit 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 aid
company agree to these terms, and aie to be
bound thereby.
ARTICLE XIX.
The directors shall keep fair and regular en
tries in a book provided for that purpose of their
proceedings, and on any question where t
di
rectors shall require it, the yeas and navs of the
directors voting shall be duly inserted oil tliett
minutes, and those minutes be at all times on
demand produced to the stockholders when at
a general meeting the same shall be requited.
ARTICLE XX.
The association shall continue until the twen
tieth day of January, one thousand eight hun
dred and forty and no longer—hut the proptie*
tors of two-thirds of the capital stock of the
company may by their concurring votes at a
general meeting to be called for that express pur.
pose, dissolve the same at any prior period, pm
vided that notice of such meeting and of its ch.
jeci shall be published in the news-papers of the
borough of Wilmington, and such other, itiu
most public notice the nature of the case maV
require for at least six months previous to tL e
time appointed for inch meeting.
ARTICLE XXI.
These articles of agreement shall be published
in the news-papers of the borough of Wilming
ton tor one month, and for the further informa
tion of all persons who may transact busincis
with, or in any manner give credit to this com
pany every bond, bill, note or other instrument
of contract by! the effect or terms of which the
company may be charged or held liable for tile
payment of money, shall specially declare in suih
manner as the board of directois may prescribe,
that payment shall be made out of the joint
iunds of this company, according to the pteseirt
articles ol this association,and not otherwise, and
a cony of the 18tii article of this association
shall lie inserted in the bank book of every per
son depositing'money or other valuable property
with the company for safe custody, or a printed
copy shall be delivered to ever.- person before
any such deposit sh:i:l have been received.
And it is expressly declared that no engage
ment tan he legally made in the came cf the s .id
company unless it contains a limitation or re
striction to the effect above recited, and the cc-m
pany hereby expressly disavow all responsibility
for any debt or engagement which may be tuad;
in their name, not containing a limitation, or te
sbiction to the effect aforesaid.
ARTICLE XXII.
Immediately on the dissolution of this associa
tion effectual measures shall be taken by the ex
isting director* ior closing all the concerns of the
onip.my, and for dividing the capital and profit*
winch may remain among the stockholders in
proportion to their
espective interests.
In vht!"f.*s whereof we have hereunto set
our names and firms ;he
day ot
in the year of our Lord, one thousand eight hun
dred and ten.
Whereupon, on motion,
hno/etd, 'I tint a committee of five persons be
appointed commissioners to open books for the
subscription of tlm capital stock afoiesaid, and
that tue aforesaid rominissioneis, or a majority
of them shall open said books on the first Mon
day in April next cr.suing, at f) oMoek, A. iff',
at such place as- ti c commissi
one
» may appoint
am! shall continue them
open until s' o'clock,
t. --ml shah remain open between those
.
hours for at lea-t one day and for three days
ii u
lets X, -.n er filled, and if it shall so happen that
mou- than the stipulated number of shares shoul !
be subscribed for on the first day, then tl
<• com«
missioners aforesaid are to apportion them a
niong the siibsciifisis by deducting from the
highest subscription, until they are reduced fr,
• he propei number ; or if more persons than there,
ate share;, then the commissioners are to cast lot.
to decide- to whom they shall belong, and the
commissioners will, on deciding to 'v. hem the
shares may belong, and on the individual hold
er ol stock subscribing the articles of associati
on, issue receipts for tile money received by them
\
at the lime of subscribing. The-e receipts, with
the original subscription, shall he deemed good
evidence of the quantity of slot k to wj^jib each
subscriber shall be entitled in this
comjttay, but
no person or persons shall be permitted to
st;b
0»aribe on the first day on which the books are
opened for more than ten slums, nor rha'l any
subscriptions be permitted bv on the fi/.-t
day ! and if it-«- -lock lie not subscribed on the
first day, the books are to remain open on the
second day -><i ihe same terms a* the fi r st except
as «o the prevention of subscriprion by 'nioxv •
Lut if they are not filled on the second day, then
(he commissioners may permit any person "or t>rr
son* to subscribe for any number of share* until
the whole number is completed ; Sc should it so
happen that a part of the shares of this bank
»hdi not be subscribed for during the three fitst
days allotted to keep the hooks open, the com
missioned sh ill 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 b,. permitted to subscribe
for stork in this institution.
hesotved, I it at as soon as three thousand share*
oi the capital stock o! the aforesaid back arc «ub
scribed for the commissioners aforesaid shag
immediately proceed to call a meeting of the
stock holders after giving at Last ten days pub
'x notice, and that the said stork holders when
so convened shall elect by ballot nine directois
_ the pm pose of filling the blank in the 3d ar
:
ticle ol the foregoing articles of association, and
when so elected the aforesaid
commissioners
shall immediately pay over ta such directors the
amount of the subscription monies in their
bands.
llc'n'Titl, That John Way, Rotiert Hamilton,
Daniel l.mvber, James Jeffiie», and John T
or
bert be appointed the commissioners to act ia
conformity with the foregoing resolutions,
I
undersigned, in conformity to their ap
pointment, hereby give notice that the books for
receiving subscriptions for the capital stock of
the bank of Wilmington and B-aadywine will b«
orient'd at the Town Hal!
in the borough of
Wilmmgton, on Monday the 2d April ensuing,
.-.t J) o'clock, A. M. under the regulations com
prised in the foregoing resolutions.
JOHN WAY,
ROBERT HAMILTON,
danill lowber,
JAMES JEFFRIES,
JOHN TOR BERT,
Wilinn'st.op, March 21.