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Agreement for
consolidation
between P. & A. V.
(II.) and C C. & S. J.

Attesting clause.

purpose, according to the terms and conditions herein set forth; and to that end, are hereby authorized and directed to prepare for execution, a proper certificate of incorporation conforming to the terms and conditions foregoing, and file the same according to law.

IN TESTIMONY WHEREOF, the party of the first part by its Executive Committee and the party of the second part, by its President, Secretary and Treasurer, thereunto duly authorized, have caused their respective common and corporate seals to be hereunto affixed, and the same to be attested this Thirty-First day of August, A.D. 1878.

THE PUEBLO AND ARKANSAS VALLEY RAILROAD COMPANY.

By F. H. PEABODY, [SEAL]
I. T. BURR,

[SEAL]
JOS. NICKERSON, [SEAL]
THOS. NICKERSON, [SEAL]

B. P. CHENEY, [SEAL] [SEAL]

Executive Committee. Attest:

M. D. THATCHER, Sec'y.

THE CANON CITY AND SAN JUAN RAILWAY COMPANY.
By FREDERICK A. REYNOLDS, [SEAL]

President.
BENJAMIN F. ROCKAFELLOW, [SEAL]

Secretary.
JAMES CLELLAND,

[SEAL] [SEAL]

Treasurer.

Certificate
of ratification of
proposition of
consolidation by
stockholders of
P. & A. V. (II.).

PUEBLO, COLORADO, September 2nd, 1878. This is to certify, that at a special meeting of the stockholders of the Pueblo and Arkansas Valley Railroad Company held this day, a resolution was offered, approving, ratifying and confirming the within proposition of consolidation.

That a vote was taken upon the said resolution by ballot, resulting in 39,945 shares being voted in favor of it, and 5000 shares against it. More than three fourths of the

between P. & A. V.

entire subscribed capital stock of the Company having Agreement for voted in favor of said resolution, it was declared adopted. consolidation

We further certify, That the entire subscribed capital (II )and C. C. & S. J. stock of the Company, as appears by the books of the Company, consists of 47,825 shares.

0. H. P. BAXTER,
CHAS. E. GAST,

Tellers.

of ratification of

stockholders of C. C. & S. J.

Canon City, COLORADO, September 3rd, 1878. This is to certify, That at a special meeting of the stock- Certificate holders of the Canon City and San Juan Railway Company, proposition of held this day, a resolution was offered, approving, ratifying consolidation by and confirming the within proposition of consolidation;

That a vote was taken upon the said resolution by ballot, resulting in 977 shares being voted in favor of it, and none against it. More than three fourths of the entire subscribed capital stock of the Company having voted in favor of said resolution, it was declared adopted.

We certify further, that the entire subscribed capital stock of said Company, as appears by the books of the Company, consists of 1000 shares.

M. N. MEGRUE,
B. F. ROCKAFELLOW,

Tellers.

UNITED STATES OF AMERICA,

SS.

Certificate of STATE OF COLORADO,

Sec'y of State. 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 proposition of Consolidation and Merger between the Pueblo and Arkansas Valley Railroad Company, and the Canon City and San Juan Railway Company, which was filed in this office the twelfth day of Agreement filed September, A.D. 1878, at 9 o'clock, A.M. and admitted to Sept. 12, 1878. 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.

ARTICLES OF CONSOLIDATION

OF

THE PUEBLO AND ARKANSAS VALLEY

RAILROAD COMPANY (II.)

AND

THE CANON CITY AND SAN JUAN RAILWAY CO.

INTO

THE PUEBLO AND ARKANSAS VALLEY

RAILROAD COMPANY (III.).

Special Meeting
of stockholders of
P. & A. V. (II.) to
consider proposition
of consolidation.

Whereas, at a special meeting of the stockholders of the Pueblo and Arkansas Valley Railroad Company, held at Pueblo, Colorado, on the second (2nd) day of September, A.D. 1878, there was submitted a proposition for consolidating and merging the capital stock, franchises and property of the said Pueblo and Arkansas Valley Railroad Company, with the capital stock, franchises and property of the Canon City and San Juan Railway Company, and thereby severally and collectively to merge and consolidate the capital stock, franchises and property of each of said corporations with the capital stock, franchises and property of the other, and into one consolidated corporation, subject to all liabilities, charges and responsibilities thereto by law consequent and appertaining; which said proposition and the terms and conditions thereof had been previously thereto agreed upon, subject to the due ratification of the stockholders aforesaid by the Executive Committee of the Board of Directors of the Pueblo and Arkansas Valley Railroad Company, and the President, Secretary and Treasurer of the Canon City and San Juan Railway Company in that behalf duly authorized by the said several corporation parties, and

Whereas, at the aforesaid meeting of the stockholders of the Pueblo and Arkansas Valley Railroad Company the said

Ratification thereof at said Meeting.

proposition of consolidation was approved, ratified and con- Art of Consol.

P. & A. V. (III.). firmed by a vote of more than three-fourths of the capital stock of said company, and

Whereas, at a special meeting of the stockholders of the Ratification of Canon City and San Juan Railway Company, held at Canon proposition of

consolidation by City, Colorado, on the third (3rd) day of September, A.D. stockholders of

C. C. & S. J. 1878, the same proposition of consolidation and merger was submitted, and was likewise approved, ratified and confirmed by a vote of more than three-fourths of the capital stock of said company;

NOW THEREFORE, This is to certify that in consid- Consolidation. eration of the proceedings aforesaid, and of the mutual agreements, covenants, provisions and grants in said proposition contained the said several corporations have merged, combined and consolidated their respective capital stocks, franchises, grants, immunities, privileges, capacities, properties, and rights of way of every name and nature into one consolidated company to be called and known by the corporate name and style of “The Pueblo and Corporate name. Arkansas Valley Railroad Company.

This is to certify further that by the said proposition of consolidation the following appear as the terms and conditions thereof.

ARTICLE I. The following named persons have been first directors. chosen the first directors of the said consolidated company, and shall act as such until the next annual election of directors as is herein prescribed, and until their successors are duly elected: Joseph Nickerson, Thomas Nickerson, F. H. Peabody, M. D. Thatcher, O. H. P. Baxter, Geo. B. Wilbur, B. P. Cheney, Isaac T. Burr and William B. Strong.

ARTICLE II. The number of the directors of said con- Number of directors. solidated company shall be not less than nine (9), nor more than thirteen (13). The number of directors shall remain nine (9) as constituted by the preceding article, until the same is changed by a vote of the stockholders at an annual meeting. ARTICLE III. The first regular annual meeting of the Annual meeting of

stockholders. stockholders of the said consolidated company shall be held on Saturday the tenth (10th) day of May, 1879.

Art of Consol.
P. & A. V. (III.).

Officers

By-laws.

Capital stock.

Corporate seal.

ARTICLE IV. The present officers, agents and committees of the Pueblo and Arkansas Valley Railroad Company shall remain the officers, agents and committees of the said consolidated company with like powers and duties, until at a meeting of the directors of the consolidated company the same are changed.

And the present by-laws of the Pueblo and Arkansas Valley Railroad Company so far as the same do not conflict with these Articles, shall remain for the governance of the consolidated company until the same are altered or repealed.

ARTICLE V. The capital stock of the consolidated company shall be the aggregate of the capital stocks of the said several corporations, to-wit: Six Million, one hundred thousand dollars ($6, 100, 000) divided into sixty one thousand (61,000) shares of one hundred dollars ($100) each.

ARTICLE VI. The corporate seal of the consolidated company shall be that of the late Pueblo and Arkansas Valley Railroad Company, until otherwise ordered by the stockholders; and the term of corporate existence shall continue for fifty (50) years from the date of the filing of these Articles.

ARTICLE VII. The principal office and place of business of the consolidated company shall be at the city of Pueblo, Pueblo County, State of Colorado, and the operations of the company shall be carried on along the lines of the routes hereinafter designated.

ARTICLE VIII. The corporate purposes of the said consolidated company shall be to locate, construct, own, possess, operate and maintain certain railroad and telegraph lines, and to lease and operate any other lines connecting therewith, as follows; that is to say; Main line commencing at a point at the present western terminus of the Atchison, Topeka and Santa Fe Railroad in the Arkansas Valley, at or near the eastern boundary of the state of Colorado; thence westerly and northwesterly following the general direction of and along said valley of the Arkansas River, or the slopes thereof, through the counties of Bent and Pueblo, to the city of Pueblo, in said state; thence

Principal office and place of business.

Corporate purposes and authorized lines.

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