ORGANIZATION, IN THE STATE OF ILLINOIS, OF THE WESTERN UNION RAILROAD COMPANY.

CERTIFICATE OF G. A. THOMPSON.

WHEREAS, The railroad of the Racine and Mississippi Railroad Company has been sold by virtue of the second mortgage of said road, by foreclosure thereof, the part of the said railroad lying within the state of Wisconsin, on the ninth day of November, 1860, and the part of said railroad lying within the state of Illinois, on the seventh day of February, 1865; and

WHEREAS, I, George A. Thompson, have become the owner of the portion thereof lying in the state of Wisconsin, under title derived from Morris K. Jessup, the purchaser at the foreclosure sale of the part of said railroad lying within the state of Wisconsin, and the owner of the part lying within the state of Illinois, by purchase at the foreclosure sale of that part, and am now the owner of the whole of said railroad under said purchase, and desire to form a corporation under the laws of the state of Illinois, as I am as such owner authorized to do by virtue of the provisions of the act of the general assembly of the state of Illinois, entitled "an act to facilitate and authenticate the formation of a corporation by the purchasers or future owners of the Racine and Mississippi Railroad, approved February the twenty-first, one thousand eight hundred and sixty-three.'

"

Now, therefore, I, the said George A. Thompson, do hereby, in pursuance of the provisions of the said act, make this certificate and specify as follows: First. The name of the said corporation shall be the Western Union Railroad Company.

Second. The number of directors shall be thirteen.

Third. The names of the directors for the first year are herein designated as follows: Richard Irvin, Jacob S. Witmore, S. B. Nash and R. G. Rolston, all of the city of New York; S. C. Tuckerman, Henry T. Fuller, Darwin Andrews and G. A. Thomson, all of the city of Racine, Wisconsin; E. B. Barton, of Freeport, Illinois; H. S. Mills, of Mount Carroll, Illinois; D. W. Daw, of Lanark, Illinois; William Shannon, of Shannon, Illinois; and Eliza Northey, of Shannon, Illinois, whose acceptance of the office hereby conferred upon them is endorsed hereon.

This certificate is to be filed in the office of the secretary of state of Illinois, and upon the filing hereof I shall claim to be a body politic and corporate, under and by virtue of the act aforesaid, by the name of the Western Union Railroad Company, as above expressed, and to possess and exercise through the board of directors above named, all the privileges, powers, authorities and capacities conferred by the act aforesaid.

In witness whereof, I have hereunto set my hand and seal this first day of May, in the year one thousand eight hundred and sixty-five.

G. A. THOMSON. [SEAL.]

We, the undersigned, directors named in the within certificate of organization of the Western Union Railroad Company, accept the office thereby conferred:

S. C. TUCKERMAN,
HENRY T. FULLER,
DARWIN ANDREWS,
G. A. THOMSON,
RICHARD IRVIN,
S. P. NASH,

JACOB S. WHITMORE,
EDWARD P. BARTON,
ELIJAH NORTHEY,
A. H. MILLS,
WM. SHANNON,
D. W. DAWE,

R. G. ROLSTON.

UNITED STATES OF AMERICA-State of Illinois―ss.

I, Sharon Tyndale, secretary of state of the state of Illinos, do hereby certify that the foregoing is a true copy of the certificate of organization in the state of Illinois of the Western Union Railroad Company now on file in my office.

In witness whereof, I have hereunto set my hand and affixed the great seal [SEAL] 1865. of the state, at the city of Springfield, this 16th day of June, A. D. SHARON TYNDALE,

Secretary of State.

AMENDMENT OF ARTICLES OF ASSOCIATION OF MILWAUKEE AND ST. PAUL RAILWAY COMPANY.

At a meeting of the stockholders of the Milwaukee & St. Paul Railway Company, held at the office of the company, on Thursday, the 20th day of June, A. D. 1867, the following resolutions were passed:

Resolved, That our articles of association be, and the same are hereby, amended by adding thereto the following amendment:

Amendment of the Articles af Association of the Milwaukee & St. Paul Railway

Company.

The undersigned, a majority in interest of the various classes of stock in the Milwaukee & St. Paul Railway Company, hereby amend our articles of association, so that the directors are authorized to make one or more mortgages or trust deeds upon the whole or any part of any line of railway, including its equipments, supplies and franchises, which shall hereafter be owned or the possession thereof acquired, by the Milwaukee & St. Paul Railway Company, in a similar manner and form as the mortgages upon our present line of road, and to the same amount per mile, which mortgages or trust deeds may contain the covenants and agreements usual in railway mortgages. The future mortgages made by this company may bear a rate of interest not exceeding eight per cent. per annum, and bonds secured thereby may be in sums of one thousand dollars ($1,000), or five thousand dollars ($5,000), each, or in such other amounts as the directors think expedient.

And a stock vote having been called thereon, the following stockholders voted in the affirmative:

And the said being a majority of each class of said stockholders, the same was adopted. At said meeting, the following further proceedings were had: WHEREAS, Our present capital stock as now represented, is as follows:

AND, WHEREAS, At this annual meeting, 23,560 shares of scrip preferred, 55,033 shares of preferred, and 31,366 shares of common stock, being a majority of each class of the stock of this company, have voted in favor of amending our articles of association by adding thereto as follows:

46 “Amendment of the Articles of Association of the Milwaukee and St. Paul Railway Company."

"The undersigned, a majority in interest of the various classes of stock in the Milwaukee and St. Paul Railway Company, hereby amend our articles of association, so that the directors are authorized to make one or more mortgages or trust deeds upon the whole or any part of any line of railway, including its equipments, supplies and franchises, which shall hereafter be owned, or the possession thereof acquired, by the Milwaukee and St. Paul Railway Company, in a similar manner and form as the mortgages upon our present line of railroad, and to the same amount per mile, which mortgages or trust deeds may contain the covenants and agreements usual in railway mortgages. The future mortgages made by this company may bear a rate of interest not exceeding eight per cent. per annum, and bonds secured thereby may be in sums of one thousand dollars ($1,000) or five thousand dollars ($5,000) each, or in such other amounts as the directors think expedient.” Now therefore,

Resolved, That we do hereby ratify and adopt said alteration or amendment of our articles of association, and declare the same to be a part thereof, and we hereby authorize the directors to exercise the powers, rights and privileges conferred upon the corporation by virtue of said amendment.

I, Alanson Cary, Secretary of the Milwaukee and St. Paul Railway Company, hereby certify the foregoing to be a true copy of the proceedings of the stockholders of the said company, at a meeting held on the 20th day of June, A. D. 1867.

Witness my hand and the corporate seal of said company hereto affixed, this sixth day of July, A. D. 1867.

[SEAL]

[5 cent rev. stamp cancelled.]

ALANSON CARY, Sec'y Mil. & St. Paul R'y Co.

WHEREAS, It has been made to appear to us that a majority in interest of each class of our shareholders have altered our articles of association as hereinafter set forth.

Now, therefore, that said alterations may become a part of our records, we find and declare that the present amount of our capital stock is as follows:

That our shareholders to the following amounts have made such alterations, viz:

That the following is the alteration made, the detailed vote on which appears in the records of the stockholders' meeting held June 20, 1867, which we hereby direct the secretary to prepare in proper form, and lodge a certificate thereof in the office of the Secretary of State of the state of Wisconsin.

"Amendment of the Articles of Association of the Milwaukee and St. Paul Railway Company."

"The undersigned, a majority in the interest of the various classes of stock in the Milwaukee and St. Paul Railway Company, hereby amend our articles

8-R. R.-App.

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