P. & A. V. (I.). March, A.D. 1875, at 9 o'clock A.M. and duly recorded in Art. of Inc. I, James Rice, Secretary of State of the State of Colorado, do hereby certify that the foregoing is a full, true and complete transcript of the Certificate of Incorporation of the Pueblo and Arkansas Valley Railroad Company, which was filed in this office the twenty-fourth day of March, A.D. Articles filed 1875, at 10 o'clock A.M. and admitted to record. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the great seal of the State of Colorado, at the City of Denver, this fifteenth day of February, A.D. 1887. [SEAL] JAMES RICE, Secretary of State. March 24, 1875. ARTICLES OF CONSOLIDATION OF COLORADO AND NEW MEXICO RAILROAD THE PUEBLO AND SALT LAKE RAILWAY AND Certificate of Articles filed THE PUEBLO AND ARKANSAS VALLEY RAIL- INTO THE PUEBLO AND ARKANSAS VALLEY RAIL- UNITED STATES OF AMERICA, SS. STATE OF COLORADO, I Melvin Edwards, Secretary of State, of the State of Colorado, do hereby certify that the annexed is a full, true and complete transcript of the Articles of Consolidation and Merger between the Pueblo and Arkansas Valley Railroad Company, The Pueblo and Salt Lake Railway Company, and The Colorado and New Mexico Railroad Company which was filed in this Office the Twenty ninth day of September A.D. 1875 at 2.15 o'clock P.M., and admitted to record. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great Seal of the State of Colorado, at the City of Denver, this Eleventh day of April A.D. 1885. MELVIN EDWARDS, [SEAL] Secretary of State. Art. of Consol. Names of consoli TO ALL TO WHOM THESE PRESENTS SHALL COME. The Pueblo and Arkansas Valley Railroad Company, a corporation duly created and organized under the laws of dating companies. the Territory of Colorado, the Pueblo and Salt Lake Railway Company, duly created and existing under and by virtue of the laws of the Territory of Colorado; and the Colorado and New Mexico Railroad Company, a corporation duly formed and organized under the laws of said Territory, send greeting: consolidation. Whereas, the said several companies and each and every Proposed of them being thereto authorized by law, desire and intend and accordingly have agreed to merge and consolidate their capital stock, franchises, and property, together and thereby severally and collectively to merge and consolidate the capital stock, franchises and property of each and every of them with the capital stock, franchises and property of each and every other of them and subject to all liabilities, charges and responsibilities thereto by law, consequent and appertaining, and consolidation. Whereas, the said corporation companies are convinced Purposes of that such consolidation will enable the consolidated company better and more speedily and fully to carry out and accomplish the objects for which the said several corporations were created and organized to wit: the building and completing of a line of railway which shall be continuous and of uniform gauge from the western terminus of the Atchison, Topeka and Santa Fe Railroad at the eastern line of the Territory of Colorado, up the Arkansas Valley to the city of Pueblo, in the Territory of Colorado, with such extensions as may hereafter be deemed expedient and as are authorized by the articles of incorporation of the said several companies or any or either of them. consolidate. NOW KNOW YE AND THESE PRESENTS WIT- Agreement to NESS. That the said Pueblo and Arkansas Valley Railroad Company designated herein as the party of the first part, the Pueblo and Salt Lake Railway Company designated herein as the party of the second part, and the Colorado and New Mexico Railroad Company, designated herein as the party of the third part, corporations respec Art. of Consol. Trustees. Committees and agents. tively created and organized under the laws of the Territory of Colorado, as hereinbefore recited by the several boards of trustees thereof duly convened have in consideration of the mutual agreements, covenants, provisions and grants herein contained, covenanted, contracted and agreed together, and by these presents do covenant contract and agree together to merge and consolidate their respective capital stocks, franchises, grants, immunities, privileges, capacities, properties, and rights of way of every name and nature into one company to be called and known by the corporate name and style of the Pueblo, and Arkansas Valley Railroad Company, which said consolidated company, shall from the date of the filing of these presents (after the due ratification thereof by the stockholders meetings of the said several corporation parties,) in the office of the Secretary of the Territory of Colorado, have and possess all and singular the rights, franchises, powers, immunities, privileges and capacities, which are or have been granted to or conferred upon or possessed, or enjoyed by either of said parties hereto by or under the laws, and enactments of the General Assembly of Colorado Territory, and by or under the acts of the Congress of the United States, and these presents further witness, that the said parties of the first, second and third parts, have agreed upon, and by these presents, do agree upon the following as the terms and conditions of such consolidation, which terms and conditions the said parties of the first, second and third parts, mutually promise, and covenant and agree to observe keep and perform. ARTICLE I. The persons who shall be trustees of the Pueblo and Arkansas Valley Railroad Company, at the time of such consolidation, shall be the first trustees of said. consolidated company, and shall act as such until the next annual election of trustees, and until their successors are duly elected. The committees and agents heretofore appointed by the President of the Pueblo and Arkansas Valley Railroad Company, shall be the committees and agents of the consolidated company with like powers and duties as were conferred and devolved upon them by the P. & A. V. (II.). Officers. said present company. The President, Secretary, Treas- Art. of Consol. stockholders. ARTICLE 2. The first regular annual meeting of the Annual meeting of stockholders of said consolidated company, shall be held the second Monday in May A.D. 1876, and thereafter as fixed by the by-laws of said consolidated company. Special Special meetings. meetings may be called at any time by a majority of the officers and adopt and alter by-laws. Board of Trustees. The Board of Trustees of said con- Trustees may appoint solidated company may at their first meeting appoint all necessary officers, and adopt such by-laws as they see fit, and may alter the same as they shall from time to time think proper, and until such by-laws are adopted by the consolidated company, the present by-laws of the party of the first part shall be and remain in full force and effect as the by-laws of the consolidated company. ARTICLE 3. The corporate seal of the consolidated com- Corporate seal. pany shall be that of the present Pueblo and Arkansas Valley Railroad Company, until otherwise ordered. consolidating companies to receive share for share. ARTICLE 4. From and after the consummation of this Stockholders of agreement and act of consolidation or merger by the corporations, parties hereto, and filing the same duly certified stock in new company in the office of the Secretary of Colorado Territory, the share or stockholders of the corporation parties hereto shall be share or stockholders respectively in the corporation hereby created and established and shall be entitled to and hold therein a number of shares equal to the aggregate number held by them respectively in each and all of the corporations hereby merged and consolidated and shall thereupon be so registered in the books of the corporation hereby created and established, and they shall also be entitled upon presentation and surrender for cancellation of the certificates of shares so holden by them in either of the aforesaid corporations merged, to have issued to them respectively certificates for an equal number of shares in the consolidated company. |