The Delaware gazette — Wilmington [Del.], 1810-03-24 00:00:00, page 1

Wilmington & Brandywine Bank.
AGREEABLY to adjournment the citizen» of
the Borough of Wilmington, and its vicinity,
the 17th inst. at the house of Edward
met on
Thomas.
The Chairman and Secretary, appointed at lust
Meeting, took their seat- :
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 Articles of Association,
OF THE
Bank of Wilmington ^Brandywine.
TO all whom these presents shall come,
or
to whom they in any wise concern, Be it made
known and made tnanifest, That We, tliesub
scribers, have formed a Company or limited
Partnership, and do hereby associate and agree
with each oilier to conduct business under the
name and title of " The PRESIDEN T and
DIRECTORS of the BANK of WILMING
TON and BRANDYWINE."
And We do hereby mutually covenant, de
clare end agree, That the following are
and
sballbe 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.
ARTICLE I.
Tha capital stock of the said company »hail
Consist of Two Hundred Thousand Dollars, in
money of the United States, and thali be divi
ded in shares of FiftyDollars each ; the amount
of the shares subscribed for shall he paid by j
the several respective subscribers into the I
hands of the Directors, herein aber tunned, in j
■
gold or silver, or in Bank ,'yites equivalent <
thereto, in the following manlier, to wit :
Five Dollars shall be paid on each share at the I
time of subscribing these articles, and five 1
Dollars shall be pa.d on each share on every ;
succeeding thiity days, until the payment of
Twenty-five dollars, on each share so subscri
bed is completed ; and in case of non-payment
■of the said sums of money at the time or times
jpec.fied, when they become payable, the share
or shares subscribed for, and upon which such j
default of payment arise«, sha'l be forfeited to j
the comp* 11 ?, together with all and every sum
or sums of money previously paid thereon . and
the remaining Twenty f ive Dollars, on each
and every share so subscribed, shah be called
for and demanded at such time au. I place an'd
in such proportions as the Direetois herein af
ter mentioned, shall order
Id.reel; they
giving at least thirty days previous notice of
such payment, hi the most public mannerthat
circumstances and the nature of llw case will
admit. Andin case of non-payment t.f the
residue, or any patt thereof, nt the time or
Cimes so required, the interest or dividends on
all monies previously paid on such shares hall
be forfeited to tht 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 successors shall be duly elected, as
herein after provided.
ARTICLE HI.
Should any vacancy at any time happen n
mong the Directors, by death, resignation or
otherwise, the remaining Directors, for the
tune being, shall elect a Director
to fill such
vacancy until the next election ; and on the
said 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
manner the nature of the case will admit, at
1 ast fifteen days next antecedent tofäuch meet
ing, for the purpose of electing niné 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 election 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 r
rectors for the time being are hereby required,
within ten days after such neglect to call a
meeting of the stockholders, for the purpose of
holding and making an election of Directors, in
stic-l
manner as a majority of them shal direct
■Vitl appoint.
ARTICLE IV.
None but a Stockholder, being a citizen of,
'.nul residing in the Stale of Delaware, shall be
e ligible as u Dire-tor ; and no Director of any
utliei Bank, or partner of such Director, shall
he, at the same time, a Director of this Bank ;
mid if
î y one of the Directors, alter being e
It-c ted, shall, at any lime, timing the term for
"'r'ch he shall have been rhosen, cease to be
r - Stockholder, oi be elected or cbosen a 1 lirect
or in any
thei Bank, the remaining Du-cct
■ •s. or a majority of them shall (after having
■tii»>ac>.ji-jf infurn.a'.ieli of the same) at their
' ft 'nrctiiig. pa,.-, an older diclaring him thus
' «cj ufifinil a i lt (
o h viper a Director of the
» - Baid
li forthwith proceed to fi 1
and sb
tr*
THE BELA
rair
JJ J?
r,
T
A
IhAl
Z'
"JV
j •
û
WIJLMINGTON
S A. iUl{ IjaY, Ma1*C
VOL. Lj
MO. 74
1810.
24
mtMuiMU uw ■»* any ■ : 'Yüüâtf ~Wc—* IriLSHÔUt .bu
up, by a new election, his jdace for the remain
der of the time for which he shall have been
elected. Provided always, that it shall not be
lawful to re-elect more than seven of the Dt.
rectors of the former j ear.
ARTICLE V.
The Board of Diiectors for the time bei no
shail have power to elect a President and Cash
1er, end such otiur officers and Clerks under
them as shall be necessary for executing the
business of the Company, and to allow tin m
such compensation for their services respect
ively as they may deem reasonable, and shall
he capable of exercising such other powers and
authorities, and of making, revising, altering
or annuli.ng all such Bye Law. and Regulati
lions 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 ttie.e
Articles of Association ;aml to use,employ, and
dispose ol the Joint Stoc..,Funds 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 of business, of whom
I lie President shall always be one, except in ca
ses of sickness or necessary absence ; in which
ease hi» place may be supplied by any other
Director whom the majority of Directors pres
ent shall nominate for that purpose.
ARTICLE VII.
One share in the stock of this bank shall be
sufficient to entitle the holder to one vote, but
no jierson or persons body corporate or other
wise, shah be entitled to mete than ten votes «•
any election, agreeably to the following ratio—
Fruin 1 to 5 shares 1 vote.
j
From 5 to 10 do.
2 do.
From 10 to 20 do.
I
3 do.
j
■
From 20 to 30 do.
4 do.
<
From 30 to 40 do.
A do.
(i do.
From 4 i to 50 do.
I
From 50 to • tiO do.
7 do.
1
From 60 to 70 do.
8 do.
From 70 to 00 do.
;
9 do.
From Ö0 to 1U0 do.
10 do.
Stockholders resident within the United States
may vote by pioxy ujion such terms and condi
tions as may be prescribed by the bye laws and
ordinances of the association, but no share or
j rimes shall confer the right of suffrage (cxcejit
j at the first election,) which shall not have
neen
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
î > call a general meeting of the stockholders,
for purposes relative to the concern of the com
jrany giving at least thirty days notice in the
newspapers of tills place, or in such other the
most public tnai nor that the circumstances may
admit and sjierifying in such notices the object
or objects of such meeting,
ARTICLE IX.
The cashier before he enters upon the duties
of Ins office, shall be required to give bond with
two or more sureties to the satisfaction of the di
rectors in sucli sum as the board of direetois
may by their bye laws order and direct, from
time to time, with condition for the faithful per
formance of his duties.
ARTICLE X.
That in case of the death, disqualification,
removal or resignation of the ptesident, the di
rectors shall apjioint one from their number to
fill the vacancy, who shall hold the office during
the remainder of 1)is term for which his prede
cessor was elected.
ARTICLE XI.
The shares of the capital stock shall be traps
feruble 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 comjiany, unless
made in a book or books kept for that purpose
by the company, and it is further exjjressly 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 jrerson or
persons whatever who shall accept a tiansfer of
any stock or share in this comjiany shall thence
forth become and be a member of this company,
according to the articles of i.s«ociation.
r
ARTICLE XIII.
That the lands, tenements, and hereditaments
which it shall be lawful for the said
company to
hold, shall he only such as shall be necessaiy fol
ks immediate accommodation, in relation to the
convenient transacting of its business, and such
as shall have been bona fide mortgaged to the
company by v«ay of security, or conveyed to it,
or to some jjerson in trust, for the use of the
company in satisfaction or security forinomy
actually loaned, or advanced, or in satisfaction
of, or security for debî» 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 hereditament*,
tue boa I cl of diiectors are empowered to seP or
disj-ore of the same in such manner as they shall
deem beneficial for thr use of the comjiany.
ARTICLE XIV.
The company shall in no citiî be owners of
1
-tny or vessel«, or directly or indirectly be
cuir rr it'd in ë#mtàèri.e,oi »nsurance or in the im
portation or exportation, j. incluse or «ale of any
«roods, vvarcs, or meioJnuidiie whatever, (hills of
exchange, and bullion only exempted,) except
such bhipi*, v csseU. g*oo<!s wares, or merchandize,
|-lull he nuly nausiericm, conveyed or pledged
•» them by way < f security for money actually
loaned and advamed, or for debts due owing, or
growing due to the said company, ot purchase,!
by them t.: secure such debt», so due to the said
company, or to eib-ct insurance on the property
ihat »nay belong, or lie lus pledged lu the said
company for us sreut ty.
ARTICLE XV.
All bids, bonds, notes, and every contract and
engagement on beliail of the company, shall be
'■ l ? ne,t b y <*>« president, and countersigned or at
,es " d b V * he cashier of the company, and the
loads of the company shall in no case bo nek!
'
" sponsible for any contract or engagement whai
unless the same shall be so signet., cou'.tet
fgned or attested as aforesaid, and the books
i™, correspondence, and the fends of the com
P'-ny, shail at all tunes he subject to the iusj.ee
'' on of tlie Erectors.
ARTICLE XVL
Dividends of the profits of the comjiany, or
_
of »o much of the said profits as shall be deemed
expedient and jrroper, shall he declared and par.
half yearly during the months of January and
July in every year, except the first dividend which
shall be declared tn the month of January eigh
teen hundred and eleven, ami 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 jiurjiose, and shall in no rase exceed the
amount of the nett profits actually acquired by
the company, so that the capital nock thereof,
shall never be impaired by dividends.
ARTICLE XVIi.
if the said directors shall nt any time wilfully
and knowingly make or deflate any dividend
which shall impair the said cujr.tul stock, all di
shall he present at the making or
; .ctnr» wh
declaring such dividend and assenting thereto,
shall be liable in their individual capacities to the
comjiany, for the amount or proportion of the
said stock, so divided by the suid directors, ano
each director who shall be present at the making
or declaring of such dividend, shall be decinr d
to have consented thereto, i.n!<--s he shall imme
diately declare in writing his distent, on the min
utes ot the proceedings of the l.oaid.
ARTICLE XVHs.
It is hereby exp re «'y and ex
tly declarer'
to be the objec of the persor.sjwho ass,
ijeijte uedc-i
the firm of the
juesuiciit and directors of the
Bank of Wilmington and Brandvwine, that the
jiropcrty or joint stoi.k ol said < ompany (exclu
de of the dividends to be made in the manner
herein mentioned,) shall alone '-e responsible for
the debts and engagements of he company, and
that no i.erS'.Mi
iio shall
■ may deal with th,
,
said company j or to whom tliej shallot may
become in any wise indebted, shall
on any pie*
Mice whatever have icmurse
against the «pei
nte propelly of any present or future member of
the company, or against their persons, bur
y bond, bill, note, or otfit.
>tiu
pc I SilflS <» Cl
contract .1 this comjiany, signed by the pre-i—
dent, and countersigned by the cashier of tl »
- iiu.i-. y fin the time being or dealing w .th it in
any manne- whatsoever, thereby giv
redit le
to one joint stock or projicrr «■ of
mid
comjiany, a i 1 thereby disavow having recourse
oil any |nese oi lutuie member of tins comjic
ny except as br.-ven entioned and all suits broinrhl
against this Ccunjiur.y (il any shall he,) shill !-.
brought against the picsideut for the rime being,
and in case ot his death, oi removal from office
jicnding any such suits against him, measures
«hall be taken atthe expence o. the company for
substituting his successor in office as liefen !
ant, so that persons having any demands ujion
the company may net be prejudiced or delayed
by that event, or if the peison sueing shall go on
against the jrerson first named as defendant (not
withstanding his death or removal from office.)
this company shall take no advantage by writ of
error or otherwise of such proceeding on that
account, & all recoveries had in mannei aforesaid
shall be conclusive ujion the comjiany, so fur as
to render the company's said joint stock or pro
perty liable thereby and no further, and the com
pany shall immediately pay the amount of such
recovery out of their joint stock, but not other
wise, and in case of any suit at law. the (.resi
dent shall sign his appearance or file common
bail thereto, it being expressly understood and
declared that all jiersoiis
ith the s. id
ling
company agree to these terms, and are to be
bound thereby.
AiniCLE XIX.
The directors shall keep fair and regular en
tries in a book provided lor that purjrose of their
jirnceedings, and on any question where too di
rectors shall require it, the yeas and nays of the
directors voting shall be duly inserted on their
minutes, and those minutes be at all times on
demand produced to the stockholders when at
a general meeting the same shall he 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 the proprie
tors of two-thirds of the capital stock of .the
comjiany m.-y by their concurring votes at a
general meeting to be called for that express j>ur
jiosc, dissolve the same at any jirior period, jn- -
virlecl that notice of such meeting and of its ob
ject shall be jjublishecl in the news-papers of tl e
Borough of Wilmington-) and Such other, t' r.
most public notice the_ nature of the case may
require for at'»least six months previous to ll.F
lime appointed Tor such meeting.
ARTICLE XXL
These articles of agreement shall be published
in the news-papers of the borough of Wtlmiug*
ton for one month, and lor the further informa
tion of all persons who may transact business
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 naay l.e charged or held liable for the
payment of money, shall specially declare i(J such
manner as the board of directors may prçfçribe,
that jiayirient shail be made out of tilt? joint
funds of this comjiany, scent ding to the present
articles of this association, and not otherwise, and
a copy of the ISth article of this psstfeiation
shall be inserted in tiie bank book of every per
dtpositing money or other valuable mopegty
' .n
with the company for safe custody, or «qjjbnnteci
copy shall be delivered to every person* before
any such deposit sha 1 have been tcceivcdV
And it is expressly declared that no engage
ment can be legally made in the name of the said
company unless it contains a limitation or re
striction to the effect above recited, and the com
pany hereby expressly disavow all responsibility
for any debt or engagement which 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 be taken by thc-ex
isiiug iiiiectois for closing all the concerns of the
eompanj', and for dividing the cajiinl and profits
which may remain among the stockholders in
proportion to their respective interests.
In witness whereof we have hereunto set •»
our names and firms the
day of
in tin- year of our Lord, one thousand eight hun"
drei! and ten.
Whereupon, on motion,
Resolved, That committee of five persons
appointed commissioners to open books for the
cubr.Tip'iOii of the capital stock aforesaid. atsfi'Svi
that the aforesaid commissioners, or a majorité*
of them shall open said books on the first Mon-'.-,
day in April next ensuing, at y o'. 1;. It, A
at such j.-iace as the commissions s may apjN'itl^.
and ,hull continue them open mil l 5 o'clock, '1
F. M. and shall remain open between thojv
Hours for at least one day ami for ihre« days .
un
le,s sooner filled, and if it shall so happen tb
a.
more than the stipulated number of shares shojlfe
fi
be subscribed for on the first day, then thecoma
missioners aforesaid are to apjiortion thesrf*»
I no., g the subscribers by deducting frrfV'ihe
tad to
highest subscription,
until !':
ihe proper number ; or d more perm
- than tlieic
are shares, then the commissioneis
to cast lots
to decide to
hom tnev shall belong, and the
commissioners will, on deciding to whom the
shares may belong, and ou the individual hold
er ot stock subscribing the article« r f as«ociati
e receipt.« for the money received by them
on
at the time of subscribing. These receipts, with,
the original subscription, shall be deemed good
evidence otthc quantity of stock to which euch
subsc riber shall be entitled in this company, but
no peison ot persons shall he permitted to sub
scribe on the (list clay on which the books arc
rj-eued for moie than ten
nor shall any
/
subscriptions be permitted by proxy on the fins
■hy ; and if tne stock be not subscribed on the
first day, the books are to remain <•
the
cn
second day on the same terms as the -hist, except
a» to the prevention of subscript 1 -a by jrrox) ;•
■ ut ii rln y are not filled oil the .i-coud day, then
the commissioners may permit
y person or per
sons to subscribe for any n
o' itiares", until
the wnole number is com.
ted : Se should it so
'•vpe.i that a j>art of the «haies ol this bank
shail nut be subscribed for during ihe three fiist:
clays allotted to keejr the books open, the com
missioners sh ill appoint a place or plac es for the
books to remain open for receiving subscriptions
until directors are elected who shall j
js sown a?
convenient make the
necessary at rangements
therefor; Provided nevertheless, That no body poll»
nc or eorjiorate shall he permitted to Subscribe
for stock in this institution.
Resolved, That as soon a.« three thousand shares
rajmal stock ol the aforesaid bank arc sub
seribsd tor the commissioners aforesaid « 1 : 1 *!!
immcdiately proceed io call a nisetiug of th£
stock holders after giving at least ten day« pub
Ire rotice, and that the said stock holders wher
1
so convened shall elect by ballot nine director
for the purpose of filling lire blank in the 3d ai
tide of the foregoing articles of association, and
when so elected the aforesaid commissioners
shali immediately jiay over ta such directors the
amount of the subscription monies in di«.ri
hands.
Resolved, That John Way. Robert Hai i'Hcri ,
Daniel Lowlier, James Jeffries, and John Tu -
bert be apjrointed the commissioners to act in
conformity with the foregoing rcsolulions.
The undersigned, in conforinitv io their
ri
pointment, heieby give notice that the book,
I.
receiving subscrijitions for the capital stock i'
the bank of Wilmington and Brandywine wili i,
opened at the Town Hail, in the horougb c;
Wilmington, on Monday the 2:1 April ensuin'
•at 9 o'clock, A. M ur.d i the regulations con.
jinsed in the foregoing resolutions.
JOHN WAY,
ROBERT HAM
,TO'>,
DAN î EL. I OW
JAMES
HUI.S
1
JOHN TOREER. 1,
Wîlmî-tftton, Mardi Sfl.