ment; provided that the aforesaid authority shall not extend to voting, in behalf of any subscriber hereto, for Directors at the meeting or meetings for the organization of the said corporation or corporations.

And it is further agreed, that in case any party hereto shall fail or omit to comply with each and every of the conditions and provisions of this Agreement, the rights of such party, by virtue hereof, may, at the option of the said Agents, be declared to be forfeited, and thereupon all interests and rights of the said party under or by virtue of this Agreement shall absolutely cease.

IN WITNESS Whereof, we have hereunto set our hands, on the twentieth day of October, 1860, and have affixed opposite our names the kinds of bonds and the number of bonds by us respectively subscribed thereto.

Numbers of the Bonds.

Kind of Bonds.

Name and Residence.

[Note. The foregoing plan met with general approval from the beginning, and finally with universal acquiescence.]

LAWS OF THE SEVERAL STATES

RELATING TO OR AFFECTING

THE PITTSBURGH, FORT WAYNE AND CHICAGO RAILWAY COMPANY.

L

I. PENNSYLVANIA LAWS.

AN ACT to provide for the Re-Organization of the Pittsburgh, Fort Wayne and Chicago Rail Road Company.

SECTION 1. Be it enacted by the Senate and House of Representatives of the Commonwealth of Pennsylvania, in General Assembly met, and it is hereby enacted by the authority of the same, That in case the Rail Road of the Pittsburgh, Fort Wayne and Chicago Rail Road Company, or any part thereof, shall be sold by virtue of any mortgage or mortgages, or deed or deeds of trust, either by foreclosure or other proceedings in law or in equity, or by advertisement in pursuance of a power or authority in such mortgage or mortgages, or deed or deeds of trust, contained, the persons for or on account of whom the purchase or purchases at any such sale or sales shall have been made, or the survivors of them, shall be, and they are hereby constituted a body politic and corporate, in deed and in law; and they shall meet in the City of Pittsburgh, within thirty days after the conveyance or conveyances shall have been delivered to such purchaser, and elect Directors; notice of such meeting and election, signed by purchasers at said sale or sales, or the survivors of them, and published in two daily newspapers in said city, for five days previous to the said meeting, having been given; at which first election, all the persons for or on account of whom the said purchase or purchases shall have been made, shall be entitled to vote, in the proportion of one vote to each one hundred dollars of par value, which they may have contributed in bonds entitled to distributive shares in the proceeds of such sale or sales, or in

cash, towards the said purchase or purchases; and all persons holding bonds secured by any mortgage or trust deed prior in lien to those by virtue of which such sale or sales shall have been made, shall also be entitled to one vote for every one hundred dollars of the par value of the said bonds by them respectively held; and the said election may be made by such of the aforesaid persons as may attend the same, or be represented thereat by proxy; and the said meeting may adopt such regulations and by-laws as they may deem proper for the organization of the said Corporation; and the number of Directors may then be fixed, subject to be afterwards altered at any annual meeting of the stockholders; and the Directors so elected shall continue such until the next annual meeting, the time for which may also be fixed as aforesaid; and at least three-fourths of the Directors of the said Company shall be residents of the States within which said road is located; and it shall be the duty of such Corporation, within thirty days after its organization, to make a certificate thereof, under its common seal, attested by its President and Secretary, specifying the date of such organization, and the names of its Directors, and to transmit the said certificate to the Secretary of the Commonwealth, at Harrisburgh, to be filed in his office, and a certified copy thereof shall be evidence of the existence of the said Corporation, and of its formation pursuant to this Act.

SECTION 2. The said Corporation, formed pursuant to this Act, shall have power to acquire, by purchase or otherwise, and to hold, use, and enjoy, the Pittsburgh, Fort Wayne and Chicago Railroad, and each and every part thereof, whether situate within or without this Commonwealth, and all equipment, machinery, tools and materials, all lands, property, franchises, rights and things connected therewith, or necessary or convenient to the use thereof, together with the tolls, income, rents, issues and profits of the same; and shall have power to maintain and operate the same as fully as might have been done by the Pittsburgh, Fort Wayne and Chicago Railroad Company, and to erect new depots, stations and other buildings, and connect the same with the said railroad, and to acquire and hold lands for the said and other needful purposes; and the said Corporation shall also possess all the faculties, powers, authorities, immunities, privileges, and franchises, at any time held by the said Pittsburgh, Fort

Wayne and Chicago Railroad Company, or by any of the corporations heretofore consolidated into the said Company, or conferred on the said Company, or the said corporations, or either of them, by any act or law of this Commonwealth, or of the States of Ohio, Indiana or Illinois; and shall have power and capacity to hold and exercise, within each and every of the said States, all the said faculties, powers, authorities, privileges and franchises, and all others which may hereafter be conferred upon it by or under any law of this Commonwealth; and to hold meetings of stockholders and Directors, and do all corporate acts, and all things, within any of the aforesaid States, as validly as it might do the same within this Commonwealth; and the said Corporation, formed pursuant to this Act, shall also have power to create and issue capital stock in shares of one hundred dollars each, and to such aggregate amount as it shall deem necessary to carry out the objects of this Act, and may establish preferences in respect to dividends, in favor of one or more classes of the said stock, in such order and manner, and to such extent, as it may deem expedient; and may confer on holders of any bonds which it may issue, or assume to pay, such rights to vote at all meetings of stockholders, not exceeding one vote for every one hundred dollars of the par amount of said bonds, as may by it be deemed advisable; which rights, when once fixed, shall attach to and pass with such bonds, under such regulations as the by-laws may prescribe, to the successive holders thereof, but shall not subject any holder to any assessment by the said Company, or to any liability for its debts, or entitle any holder to dividends; and the said Corporation may make and issue its bonds, of not less denomination than one hundred dollars each, payable at such times and places, and bearing such rates of interest, as it may deem expedient, and may hypothecate or sell such bonds, within or without this Commonwealth, at such prices as it may deem proper: Provided, nevertheless, that, except within six months after the organization of the said Company, nor shall bonds be created, nor shall any debt be contracted exceeding in the aggregate at any one time five per cent., on the par amount of the capital stock of the said Company, unless the same shall have been previously authorized by a vote of two-thirds in interest of the stock and bondholders, at a meeting duly held; and the said Corporation may secure the payment of any bonds which it may make, issue, or assume to pay, by a mortgage or mortgages, or deed or deeds

of trust, of its railroad, or of any part or parts thereof, or any of its real estate, and may include in any such mortgage or mortgages, or deed or deeds of trust, any locomotives, cars, and other rolling stock or equipments, and all machinery, whether then held or thereafter to be acquired, for the constructing, operating, repairing or replacing of the said railroad, or any part thereof, or any of its equipments or appurtenances; all of which property and things so included, and all fixtures or appurtenances, whether then possessed or thereafter to be acquired, shall be subject to the lien and operation of every such mortgage or deed of trust, and may also include all franchises held by the said Corporation, and connected with or relating to the said railroad, and all corporate franchises of the said Company; which said franchises are hereby declared, in case of sale by virtue of any such mortgage or mortgages, or deed or deeds of trust, to pass to the purchasers, so as to enable them to form a corporation in the manner herein prescribed, and to vest in such corporation all the faculties, powers, authorities, immunities, privileges and franchises conferred by this Act; and the said Corporation may do all things which may be necessary or convenient to carry into full effect the powers hereby granted, and the powers hereby conferred may be exercised by the Directors thereof.

SECTION 3. That the said Corporation, formed pursuant to this Act, shall, within six months after its organization, likewise have power to assume such debts, liabilities, and claims against the said Pittsburgh, Fort Wayne and Chicago Railroad Company, and make such settlements or adjustments with any of the stockholders, or other parties interested therein, as it may deem proper, and for the said purposes to use such portion of the stock or bonds hereby authorized to be created, and in such manner as it may deem necessary.

SECTION 4. That full authority is hereby given to the corporate authorities of the several county, township, city, village, or other municipal corporations, owning or holders of stock in the said Company, and to all persons holding the same in any fiduciary capacity, to accept and receive, under the re-organization, such portion of the new stock as may be apportioned to the stock so owned and held.

JOHN M. THOMPSON,

Speaker of the House of Representatives, pro tem.

WM. M. FRANCIS,

Speaker of the Senate.