BY-LAWS
AND
ORGANIZATION
a
for
CONDUCTING THE BUSINESS
of the
Allegheny Valley Railway
COMPANY,
As Approved by the Board of Directors.
TO TAKE EFFECT FEBRUARY 29th, 1892.
PHILADELPHIA:
Allen, Lane & Scott's Printing House,
Nos. 229, 231, and 233 South Fifth Street.
1892.
BY-LAWS
o o o
and
ORGANIZATION
for
CONDUCTING THE BUSINESS
of the
Allegheny Valley Railway
COMPANY,
As Approved by the Board of Directors.
TO TAKE EFFECT FEBRUARY 29th, 1892.
PHILADELPHIA:
Allen, Lane & Scott's Printing House,
Nos. 229, 231, and 233 South Fifth Street.
1892.
BY-LAWS
OF THE
Allegheny Valley Railway Company.
FEBRUARY 2gth, 1892.
SECTION I.
The officers of the Company to be elected by the Board of
Directors shall be a President, a Treasurer, a Secretary, and
an Assistant Secretary.
In addition to the officers above designated, there shall be
appointed by the President, subject to confirmation by the
Board,
A general superintendent;
A counsel;
An auditor;
A general freight agent;
A general passenger agent.
SECTION II.
The general office of the Company shall be in Pittsburgh,
and shall be kept open every day except Sunday and legal
holidays, unless otherwise ordered by the Board of Directors
or President.
The office of the President and Secretary shall be in the
city of Philadelphia.
The regular meetings of the Board shall be held in Phila¬
delphia, at least quarterly, on the fourth Wednesday of the
month, at such hour as may from time to time be designated.
ral ^^3-0 G
4
Special meetings may be called by the Secretary on the
order of the President whenever he may deem it necessary, or
at the request, in writing, of any three members of the Board.
Special meetings may be held at the general office in
Pittsburgh when deemed necessary by the President.
A majority of the Board shall constitute a quorum for the
transaction of business.
The organization and rules for conducting the business of
the Company shall be prescribed by the Board of Directors.
SECTION III.
The President shall preside at all meetings, preserve order
and regulate debate, according to the usual parliamentary
rules. In the absence of the President, a President pro tern.
may be appointed by the Board.
The President shall have a general supervision and direc¬
tion of all the departments of the Company's service, and
shall also have charge of the seal of the Company.
SECTION IV.
There shall be appointed, annually, at the first stated
meeting of the Board, or as soon thereafter as the Board may
deem proper, an Executive Committee, consisting of three
members of the Board, whose duty it shall be to examine,
at such periods as they may deem needful, the accounts of
the Treasurer, and the Register of Stocks and Bonds, advise
with the President as to the financial needs of the Company
and the measures necessary to provide for the same, and to
attend generally to such financial matters as may be devolved
upon it by the Board.
They shall also take charge of all matters relating to the
business (except the making of rates), police and working of
the railways or lines of traffic owned, operated, or controlled
by the Company, and generally such other matters as the
Board may devolve upon it. This committee, during the
recess of the Board, shall have all the powers of the Board
not inconsistent with these By-Laws.
5
Meetings of the committee may be called by the chair¬
man thereof when necessary, and each member thereof shall
be notified. A majority of the committee shall constitute a
quorum for the transaction of business.
All committees shall be appointed by the President, unless
otherwise ordered by the Board. Special committees may
be appointed when deemed necessary. The President shall
be ex officio a member of all committees.
SECTION V.
The order of business shall be as follows
1. When there is a quorum present, the President shall
call the Board to order.
2. The minutes of the previous regular or special meeting
shall be read and considered as approved if there be no mo¬
tion to amend.
3. Reports of Committees.
4. Reports of Officers of the Company.
5. Miscellaneous Communications.
6. Unfinished Business.
7. New Business.
SECTION VI.
The annual meeting for the election of President and six
Directors shall be held in Philadelphia on the third Tuesday
in March in every year, and the Directors so elected shall
organize and hold their offices until their successors are
elected and qualified. If a vacancy occur in the office of
President or Board of Directors from any cause, the remain¬
ing Directors shall have power to elect a President or a Di¬
rector to fill such vacancy until the next succeeding annual
election, or until a successor be duly elected and qualified.
All elections for officers shall be by ballot, unless by unani¬
mous consent of the Directors present, when the vote may be
taken viva voce.
Fifteen days' previous notice shall be given of the annual
or special meetings of the stockholders, to be published in
one newspaper in the cities of Philadelphia and Pittsburgh.
6
SECTION VII.
Certificates of stock shall be issued to the stockholders,
and transfers of them made by the Secretary when required ;
said certificates to be signed by the President after they shall
have been signed by the Secretary, authenticated by the seal of
the Company, and countersigned by the Treasurer.
SECTION VIII.
Any person or persons claiming a certificate or evidence of
stock to be issued in lieu of one lost or destroyed, shall adver¬
tise the same in one newspaper in Philadelphia and Pitts¬
burgh twice a week for four weeks, giving the number and
date of the certificate lost, and the number of shares it repre¬
sents. The party shall then furnish the Board of Directors
with the affidavit or affirmation describing the certificate
and its loss, accompanied by a copy of the advertisement,
and also a bond of indemnity with satisfactory security in at
least double the amount of the certificate against any damage
that may arise from the issuing of a new certificate ; where¬
upon the Board may direct (one month after the date of the
appearance of the last advertisement) the issue of a new cer¬
tificate of the same tenor with the one alleged to be lost or
destroyed, therein specifying that it is in lieu thereof.
SECTION IX.
The money of the Company shall be deposited by the
Treasurer in the name of the Company in such bank or banks,
or other approved depositories, as the Board of Directors or
Executive Committee may from time to time authorize. No
money deposited in any bank to the Company's credit shall be
drawn thereout, except upon a check or draft specifying upon
its face on what account it is drawn and signed by the Treas¬
urer and countersigned by the President or Auditor, or in the
payment of vouchers duly signed, as provided in the rules of
the Company, except special deposits, which may be drawn
and the funds used for the purposes of the Company by the
President or by order of the Executive Committee or Board.
7
SECTION X.
*
No officer, agent, or employe of the Company employed
in the procurement or inspection of supplies or materials for
the Company's use, or in conducting any work on the rail¬
ways owned, leased, or operated by the Company, shall be a
contractor, or interested in any contract, arrangement, or en¬
gagement for furnishing such supplies and materials, or for
doing such work.
SECTION XI.
Amendments or alterations in the By-Laws may be made
by presenting the proposed amendments or alterations at any
regular or special meeting of the Directors, and considering
them at a subsequent stated or special meeting.
Any by-law maybe suspended until the next regular meet¬
ing, or for any shorter period, by consent of all the Directors
present at any stated or special meeting.
Allegheny Valley Railway Company.
ORGANIZATION
FOR CONDUCTING THE BUSINESS OF THE COMPANY.
That the duties, powers, and responsibilities of the several
officers and employes of the Company may be defined and
fully understood, and its accounts be systematically kept, the
Board of Directors have adopted the following organization
for conducting its business :—
The administrative duties upon the line of the railway of
this Company, or leased or operated lines, and the connecting
railways over which the Company's cars now or may hereafter
pass, shall be divided as follows :—
The President's Office;
The General Office;
The Treasury Department;
The Transportation Department;
The Accounting Department;
The Legal Department—
with such other agencies, for special objects, as the Board
may from time to time deem necessary.
IO
THE PRESIDENT'S OFFICE
(Located in Philadelphia)
and the
GENERAL OFFICE
(Located in Pittsburgh).
President.
The President shall have a general supervision and direction
of all the affairs and departments of the Company's service.
The appointment of all clerks in the Treasurer's or Comp¬
troller's Departments shall be made by the heads of such
departments respectively, with the approval of the President.
Any addition to the clerical force that may from time to time
become necessary may be made by the head of such depart¬
ment, with the approval of the President. He may direct
the discharge of any officer or clerk in these departments, if,
in his judgment, the interests of the Company require it.
The Secretary.
The Secretary shall keep a regular record of the proceed¬
ings of the Board and of the Executive Committee, give no¬
tice to the members of all regular and special meetings, and
attend the meetings of all standing or special committees
when required, and keep a record of all their proceedings.
He shall give fifteen days' notice of the annual meetings of
the stockholders by publication in one newspaper of Phila¬
delphia and Pittsburgh, and give proper notice of other gene¬
ral or special meetings of the stockholders, and attend to
such other duties as the President or Board of Directors may
require.
He shall keep a register of all certificates of stock that are
issued, and sign the same.
His office shall be in Philadelphia.
Assistant Secretary.
The Assistant Secretary shall be located at the General
Office, in Pittsburgh; he shall attend to such duties apper¬
taining to the office of the Secretary as the President, Board
of Directors, or Secretary may require.
II
TREASURY DEPARTMENT.
The immediate charge of this department shall be com¬
mitted to the Treasurer at the General Office, Pittsburgh.
The Treasurer shall have charge of all moneys and securi¬
ties belonging to the Company. He shall receive and receipt
for payments made to the Company for any account, and to
that end sign with his own signature all proper forms of re¬
ceipts and indorse for collection or payment any check or
draft or other paper coming to this Company, whether from
persons or corporations, national or State authorities, &c.
He shall disburse, personally, or through such other agents as
may be appointed by the Board for that purpose, so much of
the funds of the Company as may from time to time be re¬
quired to meet the wants thereof.
The daily bank accounts shall be kept, in the name of the
Company and Treasurer, in such banks as the Executive Com¬
mittee or the Board may direct, subject to the check of the
Treasurer, countersigned by the President or Auditor.
All vouchers, pay-rolls, or other accounts shall first receive
the approval of the Auditor before payment, which shall be
indorsed thereon, and good and veritable receipts shall in all
cases be taken therefor.
The Treasurer shall accept the time-drafts drawn by the
Auditor to the order of the President for the legitimate pur¬
poses of the Company, and shall keep a full and correct record
of such acceptances, and also of all notes issued by the Com¬
pany, and when any or either shall have been paid he shall
immediately make a proper entry of the same on such record.
He shall give such bond or security, and in such amount as
may be required by the Board, for the faithful performance
of his duties.
At the close of each month the vouchers for the disburse¬
ments made by him shall be transmitted to the Auditor for
examination and final record in the Accounting Department,
accompanied by a certified statement showing in detail the
items composing the balance of funds remaining in his hands,
which shall be verified by the Auditor.
12
He shall also attend to such other duties connected with
the finances of the Company as may be required by the Pres¬
ident, the Executive Committee, or Board of Directors.
His books and papers shall at all times be open to the in¬
spection of the President, Auditor, or any member of the
Board.
He shall be assisted by a Paymaster, whose duty it shall
be, on receiving the proper pay-rolls, duly certified and ap¬
proved, and the money therefor, to make payment of the
same each month, at such times and in such order as may be
required by him.
The Paymaster shall in all cases, when required by the
head of p. department, reserve from the amount payable to
any person any sum that may be due by such person to the
Company, and render an immediate account thereof to the
Auditor.
At the close of each month the vouchers and pay-rolls,
and other accounts that may have been paid by the Pay¬
master, shall be transmitted to the Auditor for examination
and final record in the Accounting Department, accompanied
by a certified statement showing in detail the items com¬
posing the balance of funds remaining in his hands, which
shall be verified by the Auditor.
The Paymaster shall give such bond, with such security
and in such amount as may be required by the Board, for the
faithful performance of his duties.
The Treasurer shall also have such other needful assistance
in his department as the President may approve.
J3
TRANSPORTATION DEPARTMENT
(Located at General Office, Pittsburgh).
This department shall be committed to an officer to be
known as General Superintendent, who shall have charge of all
the real estate and personal property of the Company on the
line of its railway and connections operated by it that maybe
required for the operation of the same. The General Superin¬
tendent will be held responsible for the regular and safe trans¬
portation of all passengers, mails, and freight over said railway
and branches, and, so far as he can control, upon connecting
railways, and for the safe and efficient condition of said rail¬
way, its rolling stock and other appurtenances ; and shall re¬
port from time to time, as may be required, to the President
or Board of Directors, upon the condition of the railway, its
machinery and other property connected therewith, and make
such suggestions in relation to the same, or the business
thereof, as may seem important to him to protect the interests
of the Company. He shall also make to the President a full
report annually.
He shall have authority to contract for tools for shops, for
all materials for the repairs of said railway, structures, and
rolling stock ; but all important contracts, including those for
iron rails, cars, locomotives, and machinery for shops, must
first be sanctioned by the President or Executive Committee
before being executed. All such contracts shall be recorded
in his office, and the original thereof furnished to the Auditor
as soon as executed.
All general modifications made by him, or by his authority,
in the rates for the transportation of freights and passengers,
must first receive the sanction of the President before taking
effect. All special contracts must be sanctioned by the Pres¬
ident or the Board of Directors, and copies thereof be fur¬
nished to the Auditor.
He shall have charge of the purchase of the current sup¬
plies, appointing, subject to the approval of the President, a
Purchasing Clerk, who shall assist him in that duty, and shall
also appoint a proper person or persons as Storekeepers, who
will keep a necessary amount of articles in constant and gen-
*4
eral use. He will also prescribe the forms for orders or appli¬
cations for such supplies, and forms of books to be kept, which
shall be a perfect check upon receipts and deliveries.
Proper vouchers for all supplies purchased shall be pre¬
pared, giving the name, amount, items, and price, and terms
of payment, and certified by the Purchasing Clerk, that they
have been purchased on the best terms for the Company, and at
the prices specified, and certified by the party receiving them
that they have been received for the use and benefit of the Com¬
pany, which, when approved by the General Superintendent,
recorded and signed by the Auditor, shall be returned for
payment at the time specified for other disbursements.
The various departments will be supplied upon the written
order of the Superintendent or other officer of the Company,
duly authorized by the General Superintendent or head of
the department.
All bills for expenditures incurred during a month ending
on the 25th of each calendar month shall be promptly for¬
warded, when approved by him, to the Auditor, to be pre¬
pared by him for payment as herein provided.
He shall nominate, with the assent of the President for
confirmation by the Board, suitable persons for the various
offices and station agencies upon the line of the railroad, and
remove or suspend them at his discretion, or by direction of
the President or the Board,
The General Superintendent shall prepare rules, or modify
those now in force, defining, in detail, the duties of all his sub¬
ordinate officers, agents, or employes, subject to the approval
of the President or Board, which, when so approved, shall be
strictly enforced.
He will promptly notify the President and heads of depart¬
ments of all changes made in the personnel of his department,
and of the reasons therefor ; but no new office shall be created
by him without the consent of the President or Board. No
officer shall be entitled to receive compensation until his ap¬
pointment is confirmed by the Board of Directors, except
when the appointment is temporary or the officer is taken on
trial, which service shall not continue beyond three months.
*5
All moneys received by the General Superintendent or his
subordinates, for account of the Company, shall be immedi¬
ately transmitted to the Treasurer, accompanied by a state¬
ment showing from what source it was received, and the ac¬
counts to which it.should be credited, a copy of which shall
also be sent the Auditor.
He shall keep the President fully advised of all occurrences
or transactions of importance in his department, including all
accidents upon the railways under his charge, with the causes
thereof, and the action taken by him in reference thereto.
He shall have charge of the General Office Buildings and
of the necessary repairs thereto, and of all purchases necessary
therefor, and of all messengers, watchmen, firemen, and clean¬
ers employed therein, except the Treasurer's bank messengers.
The General Superintendent may be aided by—
Two Division Superintendents;
A Resident Engineer;
A General Freight Agent;
A General Passenger Agent.
Division Super in tend en ts.
These officers shall have charge, on their respective divis¬
ions, of all the real estate and personal property of the Com¬
pany on the line of the railway and connections, including
shops, engine-houses, and depots, and other buildings and fix¬
tures connected with operating the same. To them shall
be intrusted the management of the motive power em¬
ployed thereon, the shops, their machinery and tools, and the
cars of the Company, whether upon its own or connecting
railways. The Master Mechanic and Resident Engineer shall
be subordinate to the Division Superintendents on their re¬
spective divisions.
The Division Superintendents shall be responsible for the
movement of all locomotive engines and all trains, and for the
safe transportation of passengers, mails, and freight over the
line of railway, and shall report from time to time, as may he
required by the General Superintendent, upon the condition
of the railway, the machinery and property connected there-
i6
with, and make such suggestions in relation to the same, or
the business of the railway, as may seem to them important
to promote the interests of the Company.
Current supplies shall be ordered on the requisition of the
Division Superintendents, when approved by the General
Superintendent. These orders must be made in writing, a
copy of which must be retained in an order-book, and a bill,
certified by the Purchasing Clerk, must be returned with the
articles to the person who is to receive them, upon which he
must certify the fact that they have been received, and for¬
ward it to the proper officer of the Company for approval.
All bills for expenditures incurred during a month ending
on the 25th of each calendar month shall be promptly for¬
warded, when approved by the Division Superintendent, to
the General Superintendent, to be by him forwarded to the
Auditor as herein provided.
The Division Superintendent shall recommend to the Gen¬
eral Superintendent suitable persons for the various offices
and station agencies established on the line of his division,
transmitting with each nomination, for his information, the
testimonials, or the reasons that have induced him to make
the appointment; and no new office shall be created by him
without the approval of the General Superintendent.
In case of accident upon the railway, the Division Super¬
intendent shall immediately report the fact to the General
Superintendent by telegraph, and as soon as possible institute
a thorough investigation into the causes which led to it, and
communicate in writing the result, together with his views and
actions upon the case, to him, for his information.
1 he Division Superintendent shall keep the General Super¬
intendent fully advised of all occurrences or transactions of
importance connected with his department or division of
railway.
1 he railway of the Company shall be divided into two divis¬
ions, viz. :—
7he River Division.—Extending from Pittsburgh to Oil
City, one hundred and thirty-two and five-tenths miles, and
including branch lines. Superintendent's office, Pittsburgh.
17
The Loiv Grade or Driftwood Division.—Extending from
Red Bank to Driftwood, one hundred and ten miles, and in¬
cluding all branch lines. Superintendent's office, Reynolds-
ville, Pa.
Resident Engineer.
The Resident Engineer shall have charge, under the direc¬
tion of the General Superintendent, of any construction work
that may be required, and of all matters connected with the
maintenance of way ; periodically examine all the bridges on
the railway, and report upon their condition ; prepare all
necessary plans and specifications; and perform such other
duties as the General Superintendent may assign to him. In
the office of the Resident Engineer shall be kept the original
maps and profiles of the railway, plans of real estate owned
by the Company, and plans of all structures ; and a record
shall also be kept of all expenditures for construction pur¬
poses, and of all purchases and sales of real estate, with an ab¬
stract of the deed conveying the same. Title papers, &c.,
shall be placed in the custody of the Assistant Secretary for
safe-keeping and reference.
His office shall be in Pittsburgh.
General Freight Agent.
There shall be a General Freight Agent, who shall have the
general charge of procuring freights. His duties shall be to
arrange prices for the transportation of through and local
freights, and when a change from the adopted toll-sheets-
shall become necessary or important to the interests of the
Company, to negotiate rates for transportation, and make ar¬
rangements with other companies and individuals in relation
thereto. The rates and arrangements thus made must in all
cases be approved by the President or General Superintend¬
ent ; notice of such agreements, &c., to be delivered to the
Auditor as soon as entered into. The station agents and all
foreign agents, in all matters pertaining to receiving and for¬
warding freights, shall receive and carry out his instructions.
He shall also examine all claims for overcharges, damages,
and losses of freight, and certify such as are found valid, and
i8
transmit them to the General Superintendent for approval.
Bills for loss or damage, located upon either division, will be
sent to the Superintendent of that division for certification,
to be by him sent to the General Superintendent for approval.
He shall have such clerical assistance as may be necessary,
with the approval of the President or General Superintendent.
His office shall be in Pittsburgh.
General Passenger Agent.
There shall be a General Passenger Agent, who shall have
the general charge of the arrangements for passenger traffic.
His duties shall be to arrange prices for the transporta¬
tion of through and local passengers ; and when a change
from the adopted tariffs shall become necessary or im¬
portant to the interests of the Company, to negotiate rates
for transportation, and make arrangements with other com¬
panies and individuals in relation thereto. The rates and ar¬
rangements thus made must in all cases be approved by the
President or General Superintendent; notice of such agree¬
ments, &c., to be delivered to the Auditor as soon as entered
into. The station agents and all foreign agents, in all mat¬
ters pertaining to passenger traffic, shall receive and carry out
his instructions. He shall also examine all claims for over¬
charges, damages, and losses of baggage, and certify such as are
found valid, and transmit them to the General Superintend¬
ent for approval. Bills for such loss or damage, located upon
either division, will be sent to the Superintendent of that di¬
vision for certification, to be by him sent to the General Su¬
perintendent for approval. He shall receive instructions
from the General Superintendent upon all matters in relation
to the transportation of excursion passengers and other irreg¬
ular passenger traffic, and shall furnish him with copies of all
arrangements for passenger transportation when completed.
The preparation, printing, and distribution to agents of all
tickets will be intrusted to his charge. He shall have such
clerical assistance as may be necessary, with the approval of
the President or General Superintendent.
His office shall be in Pittsburgh.
l9
ACCOUNTING DEPARTMENT
(Located at General Office, Pittsburgh).
The administration of this department shall be confided
to an officer to be known as Auditor, who shall have, under
the direction of the President, the supervision and direction
of all the accounts of the Company, and shall see that its
system of accounts is duly enforced and maintained.
All rolls, bills, or other vouchers for disbursements shall
be approved by him before they are paid by the Treasurer or
Paymaster.
The Auditor shall have the direct charge of all the books
and accounts of the Company, and shall see that the system
of accounts, approved by the President, is duly enforced and
maintained.
It shall be his duty to examine the accounts of all the dis¬
bursing officers and agents of the Company, and see that
vouchers for the same are returned in due form, and that they
are distributed to their proper accounts.
He shall not audit any bill or claim unless accompanied by
a certificate from the proper officer that the same is correct
and approved by him. All vouchers of every nature shall be
countersigned by him before being paid. He shall report to
the President all deviations from the system of accounts pre¬
scribed for the shops, station agents, collectors, and conductors
on the line, and at the termini of the several railroads owned or
operated by the Company, and shall perform such other duties
as the President may require of him. All cases of defalcation, or
any want of promptness or obedience in carrying out instruc¬
tions on the part of any officer or agent in making his returns
to this department, or otherwise, shall be immediately reported
by the Auditor to the head of the department with which it
is connected, and such steps shall be taken as the necessity of
the case may seem to require ; and if the delinquent be under
bonds to the Company, his sureties shall be informed of the
facts of the case, so far as they are concerned. All defalca¬
tions shall at the same time be reported to the President.
General orders issued by the accounting department to officers
of the transportation department shall be sent to the General
Superintendent, to be immediately distributed and enforced.
20
The Auditor shall furnish the President and General
Superintendent, before the third Wednesday of each month,
with a detailed statement of the receipts and expenses of the
railways for the previous month, and any other information
from his department that may at any time be required.
All drafts for settlements of balances or other liabilities due
to other companies or parties shall be drawn upon the Treas¬
urer and approved by the Auditor before payment; and for the
settlement of all balances due from other companies or parties
he shall make his draft on them, to the order of the Treasurer.
It shall be the duty of the Auditor to see and know that
all penal bonds required by the regulations of the Company
are given, and to have the same presented to the Board for
approval, and afterwards to place them on file; such bonds
only to be released upon a settlement of the account of the
party, and upon the order of the Board.
All expenses of the Company shall be kept under the fol¬
lowing general heads:—
1. Conducting Transportation.
2. Motive Power.
3. Maintenance of Way.
4. Maintenance of Cars.
5. General Expenses.
6. Construction and Equipment.
The first shall include all expenditures in relation to pro¬
curing and forwarding freight and passengers, rent, and repairs
of depot buildings, &c.
The second, all expenditures pertaining to the running and
repairs of locomotives, repairing of shops, engine-houses, &c.
The third, all expenditures pertaining to the repairs and re¬
newals of track, graduation, masonry, and repairs and renewals
of bridges, &c.
The fourth, all expenditures pertaining to the repairs and
renewals of cars, car-shops, and sheds.
The fifth, salaries in the general office, office expenses, and
such other matters as do not properly belong to the other
accounts.
The sixth, the grading and superstructure for unfinished
railroad, new buildings, increase in locomotives, cars, &c.
21
LEGAL DEPARTMENT.
This department shall be under the general direction of the
President. The duties of the department shall be in charge
of Solicitors, who shall be attorneys at law, to be appointed
by the Board. They shall have charge of, and be held respon¬
sible for, the legal business in the respective districts that may
hereafter be designated, and shall render such reports to the
President as he may prescribe.
The Solicitors shall devote as much of their time and per¬
sonal attention to the business of the Company as may be
necessary to protect its interests.
They shall represent the Company in all suits arising from
the operations of the railway or otherwise; and whenever
informed of any accident, claim, or liability, shall take imme¬
diate measures to investigate the facts and ascertain the legal
position of the Company.
When requested by any officer of the Company they shall
prepare forms for contracts and other documents relating to
the business of the Company or otherwise, and shall advise
them in regard to contracts, the validity of the forms used
and to be used, and on all questions involving its legal rights
and liabilities.
They shall examine all claims for right of way and land
damages, and evidences of title to real estate, and shall perfect
deficient titles by such legal measures as may be necessary,
and have the same duly recorded and delivered, when com¬
pleted, to be filed among the archives of the Company.
The Solicitors shall attend to the appraisement and assess¬
ment of the railway and other property of the Company in
the several counties in which it is located, for taxation, and
shall examine all tax bills on such property, and secure such
reductions of the same as may be practicable; also, all bills
for legal fees and costs and other legal incidental expenses,
and when found correct shall certify the same and transmit
them to the Auditor for approval of the President.
The Solicitors shall be required to keep registers, separate
from their general dockets, of all suits against the Company,
22
showing the names of the parties, the court in which pending,
the date of the commencement of the suit, the nature and
amount of the claim, the steps in the progress of the case
and its final result, the date and the amount of the judg¬
ment, if any, distinguishing from debt and interest; which
register shall always be subject to the inspection of the
President and General Superintendent, and at the disposal
of the Board.
In cases involving large sums or important principles, the
President may employ associate counsel, or may require two
or more of the Company's Solicitors to associate in a case.
No suits shall be instituted without authority from the Presi¬
dent. In addition to the Solicitors there shall be appoint¬
ed an Attorney at Law, in the city of Philadelphia, as coun¬
sel to the President and Board, and to aid the President in
any matters relating to the legal department.
23
GENERAL RULES.
1. All persons whose compensation consists of fixed salary
shall devote their whole time and attention to the interests of
the Company, unless exempted therefrom by the Board of
Directors or Executive Committee. No officer or agent
shall be entitled to receive compensation until his appoint¬
ment is confirmed by the Board of Directors, except when
the appointment is temporary, or the officer is taken on trial,
which temporary service shall not continue a longer period
than three months.
2. All officers and agents of the Company who may by
virtue of their office receive money or property on account of
the Company, shall be required to give security for the faithful
discharge of their duties, in such sums and in such manner as
may be fixed by the Board. All such bonds shall be reported
to the Board for its action. All moneys received from any
source whatever by an agent or officer of the Company shall
be remitted forthwith to the Treasurer, and a full account of
the same rendered to the Auditor. In all cases where the
receipt of money is not provided for in the regulations of the
Company, or where there is no agent to receive it, the money
shall be collected by such of the officers as the General Super¬
intendent shall designate, and they shall make a remittance of
all such collections to the Treasurer, and render an account
of the same to the Auditor.
3. All payments to the officers and regular employes of the
Company for services shall be by pay roll or voucher, to which
the veritable signatures of the payees must be attached in all
cases where they remain in service until the day of payment,
and the crosses or marks of those who are incapable of writing
must be duly witnessed. When a person is discharged pre¬
vious to the day fixed for payment, a certificate in proper
form may be furnished by the Division Superintendent, which
shall be paid in the usual manner, and attached to the proper
pay roll.
4. No supervisor, foreman, or other person shall, under any
circumstances whatever, take a receipt for labor done, services
24
performed, or materials delivered, unless the full and just
amount thereon appearing shall have been truly paid by him ;
and not then, excepting when the person so signing such order
shall not be able to be present to sign for himself at the paying
of the same at the regular time by the proper officer ; and in
all such cases the signature to such order shall be duly wit¬
nessed by a disinterested person. Payments on orders shall
only be made in extreme cases.
5. The Board of Directors shall fix or approve the compen¬
sation of all the officers, agents, and employes in the several
departments. Changes of wages of subordinates and other
employes may be made by the heads of the departments to
which they belong, subject to the approval of the President
or General Superintendent.
6. Each head of a department shall make to the President
a complete annual report of the affairs under his charge during
the year, and shall report also to the President from time to
time, as may be required, all matters of importance or interest.
7. Copies of all circulars or general orders issued by the
head of any department shall be sent to the heads of other
departments, and to the President.
8. In case of any disagreement between the heads of depart¬
ments as to the rights and duties of each, or in case that either
shall think that the requisitions made by the other on his
department are unreasonable, or not for the interest of the
Company, such matters in dispute shall be referred to the
President, whose decision shall be final.
9. Persons addicted to the use of intoxicating drink, or who
are habitually vicious, profane, or uncivil in their deportment,
shall not be employed or continued in the service of this
Company.
10. Annual and other passes shall be signed and issued by
either the President or the General Superintendent. The
Divison Superintendents may pass their immediate employes
when in the discharge of their duties. All conductors and
engineers are strictly prohibited from allowing any free travel
on the railroad except as above authorized.
11. Officers or employes of the Company shall not be per-
25
mitted to be absent from the duties of their posts without the
assent, in writing, of the President, General Superintendent,
or the head of the department to which they belong.
12. Ticket and freight agents, and all others who may re¬
ceive money on account of the Company, shall transmit the
same promptly to the Treasurer in such manner as he may
direct.
13. Each head of a department shall furnish, at such times
as may be required, a correct list of the names, duties, and
compensation of his subordinates, together with such other
information as the President or General Superintendent may
desire.
14. No bonds, acceptances, bills, notes, or due bills of any
description shall be given for any purpose whatever, except
such drafts as the President may be authorized to draw on
the Treasurer, or such as the Auditor is authorized to approve,
for balances due to other companies as before provided, unless
ordered by the Board.
15. All instructions emanating from the Board of Directors,
Executive Committee, or President in regard to the proper
business of either of the departments shall be given through
the head thereof.
16. The books of the several officers of the Company shall
at all times be open for the inspection of the President, or
any person duly authorized by the President or Board:
Provided, The minute-book of the Board of Directors shall
be open only to members of the Board, except upon written
order of the President.
17. Ignorance will not be accepted as an excuse for neglect
or omission of duty. If not supplied with the rules and regu¬
lations, officers and employes must apply to their respective
superior officers for them ; and in all cases of doubt of the
true meaning or interpretation of any rule, regulation, order,
or special direction, they must take an early opportunity to
get a full explanation from their superior officers.
to TOnpTOiJ'iv^'nrTtf'iT'ivT^
mm/Jji Jm Jtm/ \JUlITM CiJ^I ■ •
An Adjourned Meeting
OF the People, friendly to REFORM and RETRENCHMENT, will be
held on
Saturday the I4//i December hist.,
at 10 o'clock, in Eiberty Town. (
Q11iV 1,/0»4*--Tlie adoption of the Resolu¬
tions offered by Col. Kimniel, amendatory to
those presented by Col. Hook of Carroll Co.,
and referred to the committee of seven: Abra¬
ham Jones Esq. chairman, which were origi¬
nally drafted by James M. Coale Esq., Presi¬
dent of the Chesapeake and Ohio Canal Co.
The discussion on these Resolutions embracing the reduction of the Taxes
and future policy of Maryland, will be continued, until disposed of, on the
alternate Saturday's, to which all persons and particularly the Frederick
County Senator and Delegates are respectfully invited.
December 6, 1844. ANTHONY K1MMEL.
Printed at the Office of the Examiner, Frederick City, Md.
II