The Delaware gazette — Wilmington [Del.], 1810-03-31 00:00:00, page 1

THE DELAWARE GAZETTE.
WILMINC TON. S AT U1U) A V
MARCH 31, 1810.
NO. 76
VOL. I.]
Wilmington & Brandywine Bank.
AGREEABLY to adjournment the citizens of
the Borough of Wilmington, and its vicinity,
met on the 17th inst. at the house oi Ldiva.rd
Thomas. , .
Chairman and Secretary, appointed at Iasi
The
Meeting, took their seats : '
The minutes oi last Meeting being read, the
Committee appointed lor the purpose of
drafting Articles of Association for tne pro
jected institution, made their report, which
being read by paragraphs, and maturely con
sidered, were unanimously adopted, as fol
lows :
The Articles of Association,
OF TUE
BankofWilmington ^Brandywine.
TO all whom these presents shall come, oi
to whom they in any wise concern, Be it made
known and made manifest. That We, tlresub
scribers, have formed a Company or limitée.
Partnership, anti do hereby associate and agree
with each other to conduct business under tile
name and title oi " The PllESIDEN f and
Directors 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 ot this our As
sociation and agreement with caclt other, by
which we, and all persons who at any time may
transact business witli the said company shall
be bound and concluded.
ARTICLE 1.
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 of PiJ'tv Dollars each ; the amount
of the shares subscribed for shall be paid by
the sevetal respective subscribers into the
hands of the Directors, herein afier named, in
Bank notes equivalent
gold or silver, or in
thereto, in the following manner, to wit :
l'ivc Dollars shall be paid on each share at the
time of subscribing these articles, anti Free
Dollars shall he paid on each share on every
succeeding thirty days, until the payment ol
Twenty-live dollars, on each share so subscri
bed is completed ; anil in case of non-payment
e t the said sums of money at the time or times
specified, when they become payable, the share
shares subscribed for, and upon wtiich such
i it
■ default of payment arises, shall be forfeited to
the company, together with all and every sum
f money previously paid thereon : and
er sums
the remaining 'Twenty Fi'-e Dollars, on each
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 anu direct; they
giving at least thirty days previous notice ol
such payment, in rite most public mannerilull
circumstances and the nature of ill* case will
And in case of non-payment of the
admit.
residue, or any pari thereof, at the time or
times so requited, 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 tliciv respective of
fices until the first Monday of April, one thous
and, eight hundred and eleven, and until they,
or their successors shall be duly elected, as
herein alter provided.
ARTICLE HI.
Should any vacancy at any time happen a
mong the Directors, by death, resignation or
otherwise, the rema ning Directors, for the
time being, shall elect a Director to fill such
vacancy until the next election ; and on the
said first Monday in Apnl, 131 1, and on every
general meeting of the
succeeding year,
Stockholders of the said Bank shall be holden
place as the Board of Directors shall
at su
appoint, by notice given in tiie most public
manner the nature ofthe c.i
will admit, at
least fifteen days next antecedent to such meet
ing, for the purpose of electing nine Directors
for the ensuing year ; and tiie 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 electi-n of
Directors should not be made upon any day
when, pursuant to these articles, it ought to
have been made, it shall be lawful, and the Di
rectors for the time living are hereby required,
within ten days after such neglect to call a
meeting of the stockholders, for the purpose of
holding and making mi election ol Directors, in
such mutmer as a majority of them -liai direct
and appoint.
ARTICLE IV.
a citizen of,
Nolle but » S'oul'bo'dvr, biitt
Mil Vusidtpg in the State of Delà
arc, shall lie
eligible
Dirt-tor; and no Director of any
ctherBatik, or partner of such Director, shnl
be, at t
■.attic time, a Director of this Bank;
and if ur
«it of the Director!), aller Icing e
v
lei ted. sh d
., at any time, during the term for
which he s
!• di have b-ett chosen, cease to be
a Stockhol,
1er, or be elected or chosen a Direct
•tlu-i Bank, the remaining D.rfcct
•r in anv
ty of them shall (after having
urs, or a map
sttltshicto
ir inaticn ofthe same) at their
■y
'text inec-tin
declaring him thus
?..
'
: :
disqualified
ntl tu h
•r u Director of the
s a;ti Bank:
and shall Mitthwi.
proceed to fill
t.s
s place i..r toe remain
up, by v elec: m
deroft».- mie for winiu be shall have been
elected. Provided always, that it shall not be
lawful to re-elect more than seven of the Du
rectors ol the former year.
ARTICLE V.
The Board of Directors far the time being
shall have power to elect a President and Cash
ier, and such other officers and Clerks under
them as shall be necessary for executing the
husiness of the Company, and to allow them
such compensation for their services leaped
ivcly 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 Laws and Regulali
tions for the Government 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
At tides of Association ;and to use,employ, and
dispose .of the Joint Stock,Funds or Property of
lire Company (subject only to the restriction
Herein contained) as to them, or a majority of
them shall stem expedient.
ARTICLE VI.
Not less than five Directors shall form a
Board for lhe transaction ofbusiness, of whom
die President shall always be one, except in ca
ses of sickness or necessary absence ; in which
case l.is place may be supplied by any other
Director whom the majority of Directors pres
ent shall nominate for that purpose.
ARTICLE VIL
One share in the stock of this bank shall be
sufficient to entitle the holder to one vote, but
no perron or person* body corporate or other
wise, «.hull hakentitled to more than ten votes at
any election, agreeably to the following ratio—
From 1 to
5 shares 1 vote.
From !> to
10 do.
2 do.
From 10 to
3 do. '
20 do.
From SO to
4 do.
30 do.
From 30 to 40 do.
5 do.
6 do.
From 40 to 50 do.
From 50 to (iO do.
7 do.
From (JO 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 condi
tions as may be prescribed by the bye laws and
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 to the day of the election.
ARTICLE VIII.
A majority of the directors shall have power
ta call a genera! 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 (he duties
of his office, shall be requited to give bond with
two or more sureties to tiie satisfaction of the di
rectors in such sum as the tioard of directors
may by their bye laws order and direct, trotn
time to time, with condition for the faithful per
formance of his duties.
ARTICLE X.
That in case of the death, disqualification,
removal «r resignation of the president, the di
rectors shall appoint one from their number to
rill the vacancy, who shall hold the office during
f his tcim for which his prede
the remainder
eessor was elected.
ARTICLE XI.
The shares 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 for that purpose
by the company, and il 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
it
persons whatever who shall accept a transfer of
of
any stock or share in this company shall thcnce
liA'th become ami be a member of this company,
to
according to tiie articles of association.
ARTICLE XIII.
That the iands, tenements, and hereditaments
a
which it shall be lawful for the said company to
of
hold, shall be only such as shall be necessary for
in
its immediate accommodation, in relation to the
convenient transacting of its business, and such
as shall have been bona fide mortgaged to the
company by way of security, or conveyed to it,
of,
or to some person in trust, for the use of tiie
lie
company in satisfaction or security for money
actually loaned, or advanced, or in satisfaction
of, cr security for debts previously contracted
with, or due to the said company or purchased
e
at s ties, upon judgments which shall have been
for
obtained for such debts, and in every instance in
be
which the company may become owners or
claimants of lands, tenements, or hereditaments,
the board of directors are empowered to sell ot
dispose of the same in such mariner as they shall
deem beneficial for the use of the company.
ARTICLE XIV.
the
case be owners o_
The company shall in tt*
fill
any sltips or vessels, or directly
■■directly be
■..
concerned in rnmmcrre,or instuance or in tire im
portation or rxpnitution, purchase oi sale of any
goods, ware , or merchandise whatever, (bills of
cxi. liant;.-,
and bullion only excepted,) except
such ship«, vessel
s, goods, wares, or merchandize,
in
as -hall he truly transferred, conveyed or pledged
to them by way of security for money actually
loaned and advancer), or for délits due owing, or
growing due to the said company, or purchased
of
by them to secure such dtbts, so due to the said
company, or to etfect insurance on the property
that may belong, or be thus pledged to the said
company for its security.
ARTICLE XV.
All bills, bonds, notes, and every contract and
engagement on behalf of the company, shall be
signed by tire president, and countersigned or al
tested by the cashier of the company, and the
funds of the company shall in no case he held
responsible fur any contract or engagement what
ever, unless the same shall be so signed, counter
signed or attested as aforesaid, and the books pa
pers, correspondence, and the funds of the com
pany, shall at ail times be subject to the inspec
tion of the directors.
ARTICLE XVI.
Dividends of the prolits of the company, or
of to much of the said profits as si rail lie deemed
in
expedient and pioper, shall be declared and paid
hall yearly during the months of January and
July in every year, except the first dividend which
shall be declared in the month of January eigb
tcen hundred and eleven, and the said dividends
sh at I front time to time be determined by a ma
jority of the directors, at a meeting to Ire held
for that purpose, and shall in no case exceed the
amount of the nett profits ac tually acquired by
the company, so that the capital stock thereof,
shall never be impaired by dividends.
ARTICLE XVII.
It tlie said directors shall at any time wilfully
and knowingly make or declare any dividend
which shall impair the said capital stock, all di
rectors who shall he present at the making or
declaring such dividend and assenting thereto,
shall be 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 he deemed
to have consented thereto, unless lie shall mime
diately 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 he the object of the personsjwho associate under
the firm of the president and directors of the
Bank of Wilmington and Brandywine, that the
property or joint stock ot said company (exclu
sive of the dividends to be made in the manner
herein mentioned,) shall alone he responsible for
the debts and engagements of the company, and
that no person who shall or may deal wit h the
said company, or to whom they shall or may
becorne in any wise indebted, shall on anv pie
tence whatever have recourse against the seper- a
ate property of any present or future member of
the company, or against their persons, but all
persons accepting any bond, bill, note, or other
contract oi this company, signed by the presi
dent, and countersigned by the cashier of the
company for the time being or dealing with it in
any manner whatsoever, thereby give credit re
spectively to one joint slock or property of said
company, and thereby disavow having
v course
on any present or futute member of tins compa
ny exceptas abovementioned and all suits biought
against this company (if any shall be,) shall l>e
brought against the president for the time being,
and in case oi h;s death, or removal (Vont office
pending any such suits against him, measures
shall be taken at the cxpence of the company for
substituting his successor in office a* defend
ant, so that persons having any demands upon
the company may not ire prejudiced or delayed
by that event, or it the person sueing shall go on
against the person first named as détendant (not
withstanding his death or removal from office,)
this company shall take no advantage by writ ol
error or otherwise 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 stork or pro
perty liable thereby and no further, am! (hr
co ru
a
party shall immediately pay the ammi
nt of such
recovery out of their joint stock, but
not otiici
of
wise, and in case of any suit at law,
the presr
deat shall sign his appearance
ti le com moo
bail thereto, it being expressly understood and
declared that all persons dealing with the said
company agree to these terms, and arc to be
bound thereby.
ARTICLE XIX.
to
The directors shall keep fair and regular en
tries in a book provided for that purpose of their
proceedings, ami on any question where too di
rectors shall require it, the yeas and nays of the
directors voting shall be duly insetted on their
it,
minutes, and those minutes be at all times on
demand produced to lit* stockholders wlien at
a general meeting the same shall lie required.
ARTICLE XX.
The association shall continue until the twen
tieth day of January, one thousand eight hun
dred and forty and no longer—but tiie proprie
in
tors of two-thirds of the capital stock of ;Jthe
or
company may by their concurring votes at a
general meeting to be called for that express pur.
ot
pose, dissolve the same at any prior period, pro
vided that notice of such meeting and of its ob
ject shall be published in the news-papers of the
o_ borough of Wilmington, and such other, (it*
most public notice the nature of the case may
requite for at least six months previous to th*
tune appointed loi such meeting.
ARTICLE XXI.
These articles of agreement shall be published
in the news papers of the borough of Wilnting
too for one month, and tor the further informa
tion of all persons who may transact business
with, or in any manner give «redit to this com
pany every bond, hill, note or other instrument
of contract by the effect or terms of which the
company may be charged or held liable for the
payment of money, shall specially declare in such
manner as tire board of directors ms^y prescribe,
that payment shall lie made out of the joint
funds of this company, according to the present
articles of this assotiation,and not otherwise, and
atopy of the Itjth article of this association
shall be inserted in tile bank book of every per
son depositing money or other valuable property
with the company for safe custody, or a printed
copy shall lie delivered to every person before
any such deposit sha.l have been received.
And it is expressly declared that no engage
ment can be legally made in the name of the grid
company unless it contains a limitation or re
striction to the effect above recited, and the com*
pany hereby expicssly disavow all responsibility
for any debt or engagement which may be made
in their name, nor containing a limitation, or re
striction to the effect aforesaid.
AR TICLE XXII.
Immediately on the dissolution of this associa
J'°u effectual measures shall be taken by the fi
iMthg directors (or closing all the concerns of the
company, and for dividing the capital and profit*
"diich may remain among the stockholders in
proportion to their respective interests,
w, TN£ss whereof we have hereunto set
our names and firms the day of
>n the year ofour Lord, one thousand eight hutf*
dred and ten.
Whereupon, on motion,
Ilesolced, That a committee of fre persons be
appointed commissioners to open books for tha
subscription of the capital stock aforesaid, and
Gi.xt the aforesaid commissioners, or a majority
°f 6\«'» "hail open said books on the first Mon
day in April next ensuing, at 9 o'clock, A. Mr
at su,a ' place as the commissioners maÿ appoint
and shall continue them open Until 5 o'clock,
F- M. and shall remain open between those
' 10Urs for at least one day and for ihres day
s un
less sooner filled, and if it shall so happen that
more than die stipulated number of shares should
he subscribed for on the first day, then the
com
nl 'S6tonets aforesaid arc to apportion them a
rnong the subscribers by deducting from the
highest subscription, until they arc reduced to
the proper number; or if more persons than there
arc shares, then the commissioners are to cast lota
to decide to whom they shall belong, and the
commissioners will, on deciding to «horn lh^
shares may belong, and on the individual hold
er °f sl °ck subscribing the articles of associati
on > 15,l ' c receipts for the money received by theirt,
a at the lime of subscribing. These receipts, with
*hf original subscription, shall be deemed goo£'
evidence of the quantity of stock to which each
subscriber shall be entitled in this
company, but
person or persons shall he permitted to sub
no
scribe on the first day on which the books
are
opened for more Ilian ten shares, nor shall any
subscriptions lie permitted by proxy on the first
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 subscription by proxy;
but if they are not filled on the second day, then '
the commissioners may permit any person or per
ns to subscribe for any number of shares, until ■
st
the whole number is completed; Sc should it so
happen that a part oi the shares of this bank
•hall not be subscribed for during the three lint
days allotted to keep the hooks open, the com
missioners shall appoint a place or places for thff'
books to remain open for receiving subscriptions
until directors are elected who shall as so»n ae
convenient make the necessary arrangements
therefor: Pruvididneccrtfxlcss,That no body poli
tic or corporate shall be permitted to subscribe
for stock in this institution.
Resolved, That as soon as three thousand share*
of the capital stock ofthe aforesaid bank are sub
scribed for the commissioners aforesaid shall
immediately proceed to call
meeting of the
tack holders alter giving at least ten days pub
ic notice, and that the said stock holders whea
tlvened shall elect by ballot nine director*
ro
■'* purpose of filling the blank in the 3d ar r
the foregoing articles of association,
licit
and
win
t so elected the aforesaid
commissioners
shall immediately pay over ta such directors the
a aoiint of the subscription monies in their
hands.
Resolved, That John Way, Robert Hamilton,
Daniel Lowbcr, James Jeffries, and John Toi
bert he appointed the commissioners to act in
coofounity with the foregoing resolutions.
1 he undersigned, i.-. conformity to their ap
pointment, hereby give notice that the book* fo>
receiving subscriptions for the capitaj stock of
the bank of Wilmington and Brandywine will hr
opened at the Town Hall, in the borough ot
Wilmington, on Monday the 2d April ensuing,
at 9 o'clock, A. M. under the regulations coin'
prised ia the foregoing resolutions.
JOHN WAY,
ROBERT HAMILTON
DANIEL LOWBEK,
JAMES JEFFRIES,
JOHN TOR BERT.
WUmwigfan, Mstrih 31.