NORTH CAROLINA MIDLAND 
 
 ■I 
 
 I RAILROAD GOMPANY. 
 
 i 
 
 mi 
 
 COLLATION OF 
 
 CHARTERS, AMENDMENTS, 
 
 AND CONSOLIDATIONS. 
 
 mfl^CH 10th, 1891. 
 
 GREENSBORO: 
 
 Reece & Elam, Book and Job Printers. 
 
 1891. 
 
• 
 
 
 \ 
 
ARTICLES OF ASSOCIATION 
 
 OF THE 
 
 WINSTON, SALEM and MOORESVILLE R. R. CO. 
 
 August 6th, 1878. 
 
 We the undersigned agree to form ourselves into a com- 
 pany for the purpose of constructing, maintaining and 
 operating a Railroad for public use in the conveyance of 
 persons and property: 
 
 And for that purpose, in pursuance of an act of the 
 General Assembly ratified on the 8th of Feb. 1872, (which 
 see) do make and sign the following articles of Associa- 
 tion, to-wit: 
 
 I. Said Company is named and styled "The Winston 
 Salem and Mooresville Railroad Company." 1 
 
 II. Said Railroad shall continue to exist for the term of 
 Ninety Years. 
 
 III. Said Railroad shall run from Winston or Salem, in 
 the county of Forsyth, through the counties of Davidson 
 or Yadkin, Davie and Rowan to Mooresville, in the coun- 
 ty of Iredell, a distance of sixty miles, and said Road is 
 to touch the corporate limits of the town of Mocksville. 
 
 The capital stock of said company shall be Three 
 Hundred and Fifty Thousand Dollars, divided into Three 
 Thousand and Five Hundred shares of One Hundred 
 dollars each. The following are the names of the six 
 Directors of said company, who shall manage it's affairs 
 for the first year, and until others are chosen; Also with 
 their places of residence: 
 
 W. C. Wilson . ^ Farmington, N. C. 
 
 A. M. Booe , Mocksville, N. C. 
 
 ^ S. A, Lourance Back Creek, N. C. 
 
2 
 
 Isaac Harris Mooresville, N . C. 
 
 S. E. Allen Winston, N. C; 
 
 C. H. Wiley 
 
 We the undersigned agree to take the shares of the 
 capital stock in said company set opposite our names, 
 and, pay therefor at such times and in such installments 
 as may be required by the directors of said Company. 
 
 J. R. McCorkle. Mooresville, One Share. 
 
 A. Leazar " " " 
 
 I. H. Stockton, (By G. W. Hinshaw, Prox.)Winston, " •' 
 
 S. E. Allen 
 
 James O. Moore. . ." Mooresville' " 
 
 J. A. Bitting Winston, 
 
 Isaac Hairis Mooresville, Ten " 
 
 A. M. Booe Mocksville, Eight 
 
 W. C. Wilson Farmington, One " 
 
 H. B. Howard ■ Mocksville, Five '• 
 
 Jas. L. Adams, " One " 
 
 R. L. Goodman Mooresville, Five " 
 
 W. A. Lucky Third Creek, One " 
 
 C. C. Krider Mt. Vernon, " 
 
 F. M. Johnson Farmington, " 
 
 D. D. Johnson , Wood Leaf, Two " 
 
 L. A. Furches Farmington, One " 
 
 S. A. Lourance Back Creek, Ten " 
 
 S. C. Rankin " Five 
 
 B. A. Knox Third Creek, One 
 
 T. B. Bailey Mocksville, 
 
 R. D. Brown Winston, 
 
 W. L. Brown 
 
 J. C. Conrad Huntsville, 
 
 L. C. Laugenour Louisville, 
 
 C.H.Wiley Winston, 
 
 NORTH CAROLINA: 
 
 Before me personally appeared W. C. Wilson, A. M 
 Booe, S. A. Lourance, C. H. Wiley, Isaac Harris and S 
 
 E. Allen, who after being duly sworn say that they are 
 
3 
 
 three or more of the Directors named in the articles of 
 Association entered into by the subscribers therein named 
 for the purpose of construction, maintaining and opera- 
 ting a Narrow Guage Railroad from Winston, Salem to 
 Mooresville in the county of Iredell. That at least One 
 Thousand of the stock for every mile of Railroad proposed 
 to be made between the points aforesaid, have been sub- 
 scribed thereto and five per cent paid thereon in good 
 faith and in cash, to the Directors named in articles of 
 Association. 
 
 They further state that it is intended in good faith to 
 construct maintain and operate the Road mentioned in 
 
 said articles of Association. 
 
 W. C. WILSON, 
 
 A. M. BOOE, 
 S. A. LOURANCE, 
 ISAAC HARRIS, 
 S. E. ALLEN, 
 C. H. WILEY. 
 
 Sworn to and subscribed before me, this 30th day of July, 1878. 
 
 H. B. HOWARD, 
 [seal of office.] Clerk Superior Court of Davie County. 
 
 STATE OF NORTH CAROLINA, 
 Office Secretary of State. 
 
 Raleigh, August 6th, 1878. 
 
 I, J. A. Englehard, Secretary of State, certify the 
 foregoing to be a true copy of the Articles of Association 
 of the Winston, Salem and Mooresville Railroad Com- 
 pany, filed and recorded in this office in pursuance of 
 chap. 99, sec. 2, Battle's Revisal. 
 
 Witness my hand and seal of Office the, 6th day of 
 August, 1878. 
 
 Jos. A. Englehard. 
 
 Secretary of Slate. 
 
At a meeting" of the Directors of the Winston-Salem 
 and Mooresville Narrow Guage Railroad Company, held 
 at Mocksville, N. C, July 30th, 1878. there were pres- 
 ent, Messrs. W. C. Wilson, Chairman, S. E. Allen, Isaac 
 Harris, S. L. Lourance, C. H. Wiley and A. M. Booe. 
 
 On motion Mr. S. E. Allen the secretary was instructed 
 to buy a book for the use of said Railroad Company. It 
 being ascertained that at least One Thousand Dollars per 
 mile had been subscribed, and (5%) five per cent thereon 
 paid to said Directors: It was resolved that the necessa- 
 ry certificate be made to the Secretary of State for a 
 grant of charter under the general Railroad Laws. On 
 motion of Mr. Harris Capt. A. M. Booe was delegated to 
 make application in person to the Hon. Secretary of 
 State. On motion of Mr. C. H. Wiley, there was a com- 
 mitte of three appointed to correspond with several Engi- 
 neers and Surveyors for the purpose of getting proposi- 
 tions for surveying and locating the road. The Chairman 
 appointed the following gentlemen, C. H. Wiley, Isaac 
 Harris, A. M. Booe and S. E. Allen. On motion, Messrs. 
 C. H. Wiley and S. E. Allen were appointed a com- 
 mittee to get up By-Laws and Articles on the road for 
 publication. On motion of Mr. Harris the meeting ad- 
 journed to meet at Mooresville on Aug. 21st, '78. 
 
 W. C. WILSON, Chm'n. 
 R. D. Brown, Sec'y. 
 
 Winston, N. C, October 20th, ii 
 At a meeting of the Stockholders of the Winston, Salem 
 
 and Mooresville Railroad Company, held this day in the 
 
 Court House at Winston, pursuant to a call by the board 
 
 of Directors of said road, 
 
 Mr. A. Leazar was elected chairman, and R. D. 
 
 Brown, secretary. 
 
 It was announced by the chair that the object of the 
 
5 
 
 meeting was to consider and take action upon the articles 
 of consolidation previously adopted by the directors of 
 the Winston, Salem and Mooresville Railroad, the Win- 
 ston, Salem and Madison Railroad and the Dan Valley 
 and Yadkin River Railroad, at joint meeting held at the 
 office of Hon. T. J. Wilson in the town of Winston on the 
 9th day of Sept. 1 880. 
 
 On motion Messrs. W. C. Wilson and R. D. Brown 
 were appointed a committee to examine credentials and 
 verify proxies, and the committee reported that 492*^ 
 shares were represented either in person or by proxy, 
 the same being more than 2 /^ of the stock subscribed. 
 
 Upon further motion this report was accepted and the 
 committee discharged. 
 
 On motion of Capt. J. O. Moore, the articles of consoli- 
 dation of the several above named roads were submitted 
 to the meeting for ratification or rejection. And a vote 
 being had by ballot, 492*4! shares were recorded in favor 
 of " ratification," and it was announced by the chair that 
 the action of the joint meeting of the Directors aforesaid 
 was unanimously endorsed. 
 
 Upon motion of Col. J. W. Alspaugh, the secretary 
 was requested to prepare and forward to the Secretary of 
 State, a copy of the proceedings of this meeting. 
 
 On motion it was: Resolved, That Mrs. J. L. Adams, 
 widow of J. L. Adams, deceased, and late of the firm of 
 Sanford & Adams, be and she is hereby released from the 
 payment of one half of the subsciption made by her late 
 husband to the Winston, Salem and. Mooresville Rail- 
 road Company. 
 
 It was ordered that the Secretary of the Winston, 
 Salem and Mooresville Railroad Company, deliver all 
 books, papers and other valuables in his possession be- 
 longing to the Winston, Salem and Mooresville Railroad 
 
Company, to the secretary of the consolidated company; 
 And thereupon, no further business coming before the 
 meeting, adjournment was had sine die. 
 
 R. D. BROWN, Sec. 
 
 Proceedings of a Joint Meeting of the Directors, of the 
 Winston; Salem and Mooresville Railroad; the Winston, Salem 
 and Madison Railroad, and the Dan River and Yadkin Valley 
 Railroad Companies, held in Judge T. J. Wilson's office, in 
 the town of Winston, N. C, Sept. 9th, 1880. 
 
 Present on part of Winston, Salem and Mooresville 
 Railroad Company, Messrs. W. C. Wilson, C. H. Wiley, 
 S< A. Lourance, Isaac Harris and S. E. Allen. On part 
 of the Winston, Salem and Madison Railroad Company, 
 Messrs. J. F. Shaffner, J. E. Gilmer, P. W. Hairston and 
 J. W. Fries, and on the part of the Dan Valley and Yad- 
 kin River Railroad Company, Messrs. J. T. Morehead, 
 Joseph Vaughn, E. W. Anderson and P. W. Hairston. 
 
 On motion of Rev. W. C. Wilson, Dr. J. F. Shaffner 
 called to the chair, and S. E. Allen made secretary 
 of the meeting. 
 
 On motion of Col. J. T. Morehead, the Articles of Con- 
 solidated Association, as submitted by Messrs. Wilson 
 and Clement was taken up by sections, and after due dis- 
 cussion and consideration of each section were unanious- 
 ly adopted as a whole, as follows: 
 
 Agreement and Articles of Association. 
 
 Know all men by these presents, that the Railroad 
 corporations named below, to wit: The Dan Valley and 
 Yadkin River Railroad Company, the Winston, Salem 
 and Madison Railroad Company, and the Winston, Salem 
 and Mooresville Railroad Company, Railroad Compa- 
 nies duly incorporated under the laws of the State of 
 North Carolina — in pursuance of an act of the General 
 
Assembly of North Carolina, entitled " Railroad Com- 
 panies," and appearing in Battle's Revisal, Chapter 99, 
 Sections 58, 59, 60 and 61, do make and enter into this 
 joint agreement by and with each other, to merge and 
 consolidate the Capital Stock, franchises and property of 
 the three several corporations above named, so as to form 
 and establish one Railway corporation for the purpose of 
 constructing, maintaining and operating a continious line 
 of Railroad for public use in the conveyance of per- 
 sons and property from a point on the Virginia State line 
 in Rockingham County, North Carolina, east of Smith 
 River, by the way of Madison in the county of Rocking- 
 ham, thence passing through the county of Stokes and 
 by the way of the town of Winston in the county of For- 
 syth, and by the way of Mocksville in the county of 
 Davie, thence through the county of Rowan to the town 
 of Mooresville, in the county of Iredell. 
 
 I. The corporate name of said Company thus formed 
 shall be " The North Carolina Midland Railroad Com- 
 pany." 
 
 II. Said Company is to continue in existence as a cor- 
 poration for the period of Ninety-six (96) years. 
 
 III. That said Railroad shall be constructed, maintained 
 and operated between the termini and along the route as 
 described above, and the line of Railroad contemplated 
 and herein provided for shall be constructed with all pro- 
 per turnouts, sidings, depot buildings and all other ap- 
 purtenances of a Railway. 
 
 IV. The amount of the Capital Stock of said Company 
 shall be One Million and a half dollars, consisting of 
 Fifteen thousand shares of One hundred dollars each. 
 
 V. There shall be a President, Vice-President, Secretary 
 and Treasurer, and nine Directors of the Company; the 
 Directors to be annually elected by a stock vote of the 
 Company, and the other officers annually by the Direc- 
 
8 
 
 tors. The other employees shall be selected as the By- 
 Laws shall direct. The Annual meeting of the said Com- 
 pany shall be on the first Thursday of July in each and 
 every year, and the first annual meeting shall be held in 
 the town of Winston, N. C. on the first Thursday in July 
 1 88 1, and the following persons shall constitute the 
 Board of Directors and officers of said Company, to wit: 
 
 A. Leazar of Mooresville, A. M. Booe of Mocksville, 
 W. C. Wilson, Mocksville, J. E. Gilmer and C. H. Wiley 
 of Winston, J. W. Fries of Salem, P. W. Hairston of 
 Sauratown, L. W. Anderson and J. M. Vaughn of Madi- 
 son, as Directors. 
 
 John S. Barham of Alexandria, Va., President; J. T. 
 Morehead of Leaksville, Vice-President, and J. W. Al- 
 spaugh of Winston, Secretary and Treasurer. 
 
 VI. Subscribers to the stock of either of the companies 
 shall have the same standing and rights in the consolida- 
 ted Company as regards payments and assessments as 
 they now have in their respective companies. 
 
 VII. It is hereby further stipulated that this joint 
 agreement of consolidation shall be submitted to the stock- 
 holders of each of the corporations, parties to this agree- 
 ment at a meeting thereof called separately for the pur- 
 pose of taking the same into consideration; due notice 
 of the time and place of holding said meetings, and the 
 object thereof shall be given as prescribed by section 59, 
 sub-section 2 of the act above referred to, and if two thirds of 
 all the votes of all the stockholders, shall be for the 
 adoption of said agreement, then that fact shall be certi- 
 fied thereon by the secretaries of the respective Compa- 
 nies under the seals thereof, and the agreement so 
 adopted, or a certified copy thereof shall be filed in the 
 office of the Secretary of State. 
 
 In testimony of the above agreement the Directors of 
 the several Corporations above named have hereunto 
 
subscribed their names and attached the corporate seals 
 of their respective Companies. Dated at Winston, N. C, 
 the 9th day of September, A. D., 1880. 
 [SIGNED] 
 
 W. C. Wilson, 
 C. H. Wiley, 
 Isaac Harris, 
 s. a. lourance, 
 S. E. Allen, 
 
 Directors Winston, Salem and Mooresville Railroad Co, 
 
 P. W. Hairston, 
 J. W. Fries, 
 J. E. Gilmer, 
 J. F. Shaffner, 
 
 Directors Winston, Salem aud Madison Railroad Co, 
 
 J. Turner Morehead, 
 L. W. Anderson, 
 P. W. Hairston, 
 J. M. Vaughn, 
 
 Directors Dan Valley and Yadkin River Railroad Co, 
 
 On motion of C. H. Wiley the President and Secretary 
 was requested to notify Jno. S. Barham of his election, 
 and ask his acceptance. 
 
 On motion of J. W. Fries a seal of this Company was 
 adopted. 
 
 The undersigned Secretary of the Winston, Salem and 
 Madison Railroad Company, hereby certifies that at a 
 meeting of the stockholders of said company held in the 
 town of Winston, on Wednesday, the 20th day of Octo- 
 ber, A. D., 1880, after due notice to said stockholders 
 when and where — on a vote by ballot taken, said agree- 
 ment and articles of association were adopted by stock 
 votes, the same being two thirds of all the votes of all 
 the stockholders of said Company. 
 
10 
 
 In testimony whereof he has hereunto subscribed his 
 name and attached the seal of said Company. 
 
 Secretary and Treasurer. 
 
 DIRECTORS MEETING. 
 
 Winston, N. C, Feb. 24, 188 1. 
 
 At a meeting of the' Directors of the North Carolina 
 Midland Railroad Company, held in the town of Winston, 
 on the 24th day of February, 1881, the following Direc- 
 tors were present, and participated in the meeting, to- 
 wit: 
 
 J. T. Morehead, Vice-President, C. H. Wiley, J. E. 
 Gilmer, J. W. Fries, T. J. Wilson and A. M. Booe. 
 
 On motion by Mr. Wiley, the Vice President, was 
 called to the chair. 
 
 On motion the following resolutions were adopted: 
 
 I. That the Vice-President, J. T. Morehead be author- 
 ized to discontinue or continue at his discretion, the 
 work of construction of the road. 
 
 II. That the Hon. J. S. Barbour, President of the Com- 
 pany and J. Turner Morehead, Vice-President, and each 
 of them separately be authorized to open books of sub- 
 scription to this road, and also to solicit and receive pro- 
 positions for its construction, and that they be requested 
 to report to the next monthly meeting of this Board. 
 
 III. On motion the Secretary and Treasurer was in- 
 structed out of any funds in his hands to reimburse him- 
 self for having paid $25.00 to the State, the same being tax 
 on the amendment made by the Legislature, to the 
 charter of this Road. 
 
II 
 
 IV. On motion the meeting adjourned to meet on the 
 24th day of March at Winston, unless earlier called 
 together. 
 
 President. 
 
 J. W. Alspaugh, 
 
 Secretary. 
 
 The President then stated that in accordance with the 
 resolution he, on behalf of the Virginia Midland Railroad 
 Company, would appropriate Fifty Thousand Dollars to 
 the North Carolina Midland Railroad Company, and take 
 the first Mortgage Bonds of the North Carolina Midland 
 Railroad Company hereafter to be issued for an equal 
 amount in payment of that appropriation. 
 
 On motion by Mr. Hairston the above appropriation by 
 the Virginia Midland Railroad Company was accepted by 
 the Board, and the thanks of the Company tendered to 
 the Virginia Midland Railroad for the same. 
 
 On motion it was further resolved that the President of 
 this Company be and is hereby authorized to expend in 
 the construction of the road the amount of the above ap- 
 propriation, and the sums obtained from individual and 
 corporate subscriptions to the stock of the company, 
 whether such subscriptions be in money, labor or ma- 
 terial, and that he be and is hereby authorized to begin 
 the construction by contract or otherwise at such points 
 on the line as he may deem most expedient and ad- 
 visable; Provided, however, that the amounts called for 
 on the subscriptions to the company be expended in the 
 sections where the subscriptions were made. 
 
 Resolved further, that the local Directors from the va- 
 rious counties and towns which have authorized sub- 
 
12 
 
 scriptions to the stock of the company be requested to 
 urge upon the said county and municipal authorities the 
 necessity of immediately making the formal subscriptions 
 which have been authorized in accordance with law. 
 
 Resolved, that the Treasurer of the company be direc- 
 ted to call for the payment of all the individual subscrip- 
 tions to the stock which have been already made or 
 which may hereafter be made, in monthly installments 
 of io per cent, and that the Treasurer be and is hereby 
 authorized to take the proper steps to collect such in- 
 stallments of io per cent for each month. 
 
 Resolved, that the Treasurer be and is hereby directed 
 to call for and receive from' the county and municipal 
 authorities, the bonds which have been or may be au- 
 thorized to be raised in payment of the several county, 
 town and township subscriptions in bonds; but when such 
 authorities determine to pay the subscriptions in cash, 
 then the Treasurer is directed to collect the installments 
 in the same manner as the installments on the individual 
 subscriptions. 
 
 Resolved, that the Treasurer of this Company be and 
 is hereby authorized to accept the formal subscriptions to 
 the stock to be made by any county, town or township 
 authorities, and said subscriptions shall be made in the 
 presence of the Treasurer and one or more of the Direc- 
 tors. 
 
 Resolved, that the resolution of the meeting of this 
 Board of Feb. 24, 1881, authorizing the President 
 and the Vice-President to open books of subscription be 
 rescinded. 
 
 Resolved, that the President be authorized to have 
 such surveys made as he may deem advisable and pru- 
 dent, looking towards a southern extension. 
 
 These surveys are at the request of sundry delegations 
 from points in the State of South Carolina, and will be 
 
*3 
 
 mainly at the expense of the sections through which they 
 are made. 
 
 On motion, it was ordered that the Treasurer purchase 
 a suitable seal for the Company. 
 
 On motion, it was ordered that the Secretaries and 
 Treasurers of those Companies which were consolidated 
 into this Company, be requested to hand over the Re- 
 cords, Books and papers, together with all matters relating 
 thereto, to the Secretary and Treasurer of this Company. 
 
 On motion, it was ordered that if it be found necessary 
 the Secretary and Treasurer may employ one or more 
 persons to aid him in the collection of assessments on 
 stock ordered by the meetings, on such terms as he may 
 deem proper. 
 
 On motion, it was resolved that the Engineer in charge 
 of construction be authorized to receive subscriptions to 
 the Capital stock, payable in material or labor. 
 
 On motion, the President and Vice-President of this 
 company were appointed a committee to draw up a set 
 of By-Laws for the government of this company, and 
 that they report at the next meeting of this Board. 
 
 On motion, J. W. Fries, J. E. Gilmer and C. H. Wiley 
 were appointed a committee on accounts. 
 
 On motion, the Secretary and Treasurer was allowed a 
 salary of $600, and that he give his individual Bond for 
 the faithful performance of his duty, in the sum of Ten 
 Thousand Dollars. 
 
 On motion, it was resolved that Col. J. B. Yates be 
 continued as chief Engineer, at the same compensation 
 as heretofore. 
 
 On motion, the board now adjourned, subject to the 
 call of the President. 
 
 President. 
 
 J. W. Alspaugh, 
 
 Secretary. 
 
STOCKHOLDER'S MEETING, AUG. 24, 1SS2. 
 
 The Stockholders of the North Carolina Midland Rail- 
 road Company in general meeting assembled, pursuant 
 to notice, at Winston, North Carolina, Aug. 24, 1882, 
 adopt the following resolutions: 
 
 I. That power and authority is hereby granted to and 
 invested in the Board of Directors of this company to 
 lease the rights, property and franchises thereof to the 
 Virginia Midland Railway Company for a term not ex- 
 deeding forty years from the date hereof; said lease 
 shall include the real and personal property of said 
 Company, its franchises, corporate rights and privileges 
 and sidings, depots, shops, houses, bridges, and other 
 works and property whether constructed or to be con- 
 structed, and whether now in possession, or hereafter to 
 be acquired. 
 
 The consideration for said lease shall be the payment 
 to this company or to whomsoever it may designate by 
 the said Virginia Midland Railroad Company of an 
 annual rental of One hundred and twenty thousand 
 Dollars, during the term of this lease, and the further 
 consideration of the annual payment by the Virginia 
 Midland Railway Company, of all proper expenses of 
 maintaining the organization of the North Carolina Mid- 
 land Railroad during the term of said lease, provided, 
 said payments shall not exceed $2,000.00 per annum. 
 With the limitations above set forth, the date, terms, 
 conditions and details of said lease shall be such as may 
 be determined and agreed upon by the Board of Direc- 
 tors of this Company. In making said lease, authority 
 is granted to the said Board of Directors to covenant that 
 the said Road shall be completed throughout its entire 
 proposed length within three years from the date 
 thereof. 
 
15 
 
 II. That power and authority is hereby granted to and 
 invested in the Board of Directors of this Company to 
 cause to be executed, issued, sold and delivered, bonds 
 thereof, under its corporate seal, payable forty years after 
 date, with interest thereon at the rate of six per centum 
 per annum, payable Semi- Annually, said interest to be 
 evidenced by coupons to be attached to said bonds. 
 
 The amount of said bonds so to be executed, issued, 
 sold, and delivered shall not exceed the sum of Twenty- 
 Thousand Dollars for every mile of said road constructed 
 and to be constructed. 
 
 The terms, denomination, date, place of payment, and 
 other details in regard to bonds shall be prescribed by 
 the Board of Directors. 
 
 III. That the power and authority is hereby granted 
 to and invested in the Board of Directors of this Com- 
 pany to cause to be prepared and executed under its 
 corporate seal and the signature of its President, and 
 duly delivered and recorded such proper deed of trust or 
 mortgage upon the property, works, privileges, fran- 
 chises, roadways, sidings, depots, engines, cars, rolling 
 stock, and all other real and personal property belong- 
 ing or pertaining to this company, whether constructed 
 or to be constructed, acquired or to be acquired, in pos- 
 session or to come into possession thereof, as may be 
 required to secure the prompt payment of said bonds, 
 the coupons to be attached thereto, and all interest 
 which which may accrue on said bonds. 
 
 Provided, That such conveyance shall not include 
 debts due or to become due for subscriptions made or to 
 be made by individuals, counties or corporations to the 
 capital stock of said Company. The form, terms, condi- 
 tions and details of said deed and the selection of the 
 trustee therein to be determined by the Board of Direc- 
 tors. 
 
i6 
 
 IV. That the Board of Directors are especially author- 
 ized and empowered in making said deed of trust or 
 mortgage to include therein, and thereby to assign, 
 transfer and convey the lease of the property, works, 
 rights, privileges and franchises which it is proposed to 
 make to the Virginia Midland Railway Company, and 
 which is authorized by the first of these resolutions to- 
 gether with the benefit of said interest in the rent re- 
 served in said lease. 
 
 In making said Deed or Mortgage, such provisions 
 shall be inserted as to dedicate the' amount of sueh rent 
 to the payment of the interest on said bonds, and should 
 the Board of Directors deem best to the accumulation of 
 a sinking fund for the purpose of redeeming the said 
 bonds at or before maturity. 
 
 V. That the Board of Directors are requested to give 
 effect to these resolutions as soon after their passage, as 
 in their judgment is practicable. 
 
 On the adoption of these resolutions a stock vote was 
 demanded, which resulted in their adoption by a unani- 
 mous vote — there being 4017^ votes cast in favor of the 
 resolutions. 
 
 Judge T. J. Wilson now offered the following resolution, 
 which was adopted : 
 
 Resolved, that the resolution passed at the general 
 meeting of the stockholders at Winston, on the 25th and 
 26th of October, 1881, by which the bonds authorized to 
 be issued by this Company, were limited to run for a 
 period of 30 years, be and the same is hereby modified by 
 striking out 30 and inserting in lieu thereof 40 years. 
 
 On motion by Dr. Wiley the meeting adjourned, sub- 
 ject to the call of the President. 
 
 J. W. ALSPAUGH, 
 
 Secretary. 
 
17 
 STOCKHOLDER'S MEETING. 
 
 Winston, N. C, Nov. 15, 1882. 
 
 The Stockholders of the North Carolina Midland Rail- 
 road Company met at the office of the Company in Win- 
 ston this day, and proceeded to organize by the election 
 of H. W. Fries, Esq., chairman, and J. W. Alspaugh, 
 Secretary. 
 
 On motion by Mr. Morehead a committee of three 
 were appointed to verify proxies, the chair appointed J. 
 W. Fries, W. A. Clement and P. D. Price. Pending the 
 report of the committee on proxies, on motion by Dr. 
 Wiley the meeting took a recess until 2 o'clock, to-day, 
 
 Wednesday, Nov. 15, 2 o'clock. P. M. 
 The meeting met promptly at 2 o'clock, H. W. Fries 
 in the chair. The committee on proxies now reported as 
 follows, to wit : 
 
 Shares represented by person 14.O. 
 
 by proxy, 3.57 1 ^- 
 
 Total number of shares represented, 3,71 1 %• 
 
 The proceedings of the several meetings of the Com- 
 pany, which had not heretofore been approved, were 
 now read, and the same were approved. 
 
 Mr. Morehead now offered the following resolutions as 
 supplemental to the resolutions adopted at the meeting 
 of the stockholders of this Company, in August last, 
 which, after consideration, were adopted by a stock vote 
 — all the shareholders voting in the affirmative, the vote 
 was declared unanimous. The resolutions were as fol- 
 lows : 
 
 The stockholders of the North Carolina Midland Rail- 
 road Company, in general meeting assembled, pursuant 
 
i8 
 
 to notice, at Winston, North Carolina, on the 15th day of 
 Nov., 1882, adopted the following resolutions : 
 
 I. That power and authority is hereby granted to and 
 invested in the Board of Directors of this Company, to 
 lease the rights, property and franchises thereof to the 
 Virginia Midland Railway Company, for a term of ninty- 
 nine years from the date thereof with the privilege on the 
 part of the Virginia Midland Raiway Company of renew- 
 ing forever; said lease shall include the real and personal 
 property of said Company, its franchises corporate, rights 
 and privileges and sidings, depots, shops, houses, bridges, 
 and other works and property whether constructed, or 
 to be constructed, and whether now in possession or 
 hereafter to be acquired. 
 
 The consideration for said lease shall be the payment to 
 this Company or to whomsoever it may designate by the 
 said Virginia Midland Railway Company of an annual 
 rental of one hundred and twenty-one thousand dollars 
 per annum during the continuance of said lease with a 
 further proviso that said Virginia Midland Railway Com- 
 pany shall assume in said lease the payment of the prin- 
 cipal of the bonds for two millions of dollars which it is 
 proposed this Company shall issue under the powers 
 granted by the second of this series of resolutions. But 
 provision may be made for the renewal of said bonds by 
 this Company for such length of time as said Virginia 
 Midland Railway Company may require and in case of 
 such renewal at a lower rate of interest than six per 
 centum per annum, there shall thereafter be a reduction 
 of the annual rental above provided, by an amount equal 
 to the amount of reduction in said interest, and when 
 said Virginia Midland Railway Company shall pay off 
 the principal of said debt, or any part thereof, there shall 
 thereafter be a reduction in the amount of rental to be paid 
 by it equal to the amount of annual interest on the prin- 
 cipal so paid by it, with the limitation above set forth; the 
 
19 
 
 date, terms, conditions and details of said lease shall be 
 such as may be determined and agreed upon by the. 
 Board of Directors of this Company. In making said 
 lease authority is granted to the said Board of Directors 
 to covenant that the said road shall be completed 
 throughout its entire proposed length within three years 
 from the date thereof. 
 
 That power and authority is hereby granted to and in- 
 vested in the Board of Directors of this Company to 
 cause to be executed, issued, sold, and delivered, bonds 
 thereof under its corporate seal payable forty years after 
 date with interest thereon at the rate of six per centum 
 per annum payable semi-annually, said interest to be 
 evidenced by coupons to be attached to said bonds. The 
 amount of said bonds to be executed, issued, sold and 
 delivered shall not exceed the sum of Twenty thousand 
 dollars for every mile of said road constructed and to be 
 constructed. Provision ■ may be made for the renewal of 
 said bonds on such terms as the Virginia Midland Rail- 
 way Company may designate, provided, the rate of in- 
 terest thereon shall not exceed six per centum per 
 annum. 
 
 The terms, forms, denominations, date, place of pay- 
 ment and other details in regard to said bonds shall be 
 prescribed by the Board of Directors. 
 
 III. That power and authority is hereby granted to 
 and invested in the Board of Directors of this Company 
 to cause to be prepared and executed under its corporate 
 ■seal and the signature of its President and duly delivered 
 and recorded such proper deed of trust, or mortgage 
 upon the property, works, privileges, franchises, road- 
 way, sidings, depots, engines, cars, rolling stock and all 
 other real and personal property belongiag or pertaining 
 to this Company, whether constructed or to be construc- 
 ted, acquired or to be acquired, in possession or to come 
 
20 
 
 into possession thereof as may be requisite to secure the 
 prompt payment of the said bonds, the coupons to be 
 attached thereto and all interest which may accrue on 
 said bonds given in renewal or continuation of said bonds 
 or any part thereof, and the interest thereon. 
 
 Provided, that such conveyance shall not include debts 
 due or to become due for subscription made or to be 
 made by individuals, counties or corporations to the 
 capital stock of said Company. The form, terms, condi- 
 tions and details of said deed and the selection of the 
 trustee therein to be determined by the Board of Direct- 
 tors. 
 
 IV. That the Board of Directors are especially author- 
 ized and empowered in making said deed of trust or 
 mortgage to include therein and thereby to assign, trans- 
 fer and convey the lease of the property, works, rights, 
 privileges and franchises which it is proposed to make to 
 the Virginia Midland Railway Company and which is 
 authorized by the first of these resolutions, together with 
 the benefit of and interest in, the rent reserved in said 
 lease. 
 
 In making said deed or mortgage such provisions shall 
 be inserted as to dedicate the amount of such rent to the 
 payment of the interest on said bonds, and should the 
 Board of Directors deem best to the accumulation of a 
 sinking fund for the purpose of redeeming the said bonds 
 at or before maturity. 
 
 V. That the Board of Directors are requested to give 
 effect to these resolutions as soon after their passage as in. 
 their judgment is practical. 
 
 The chair announced that the election of officers was 
 now in order. 
 
 On motion by. Dr. Wiley the meeting proceeded to the 
 election of a new board of Directors; a stock vote being 
 demanded, the meeting proceeded to vote by ballot ; 
 
21 
 
 Hon. T. J. Wilson being unanimously appointed to cast 
 the votes of all the stockholders, when it appeared that 
 the following gentlemen had received each 37 1 1 J^ votes, 
 being the entire number of shares represented in the 
 meeting, and were therefore elected, to wit : 
 
 J. E. Gilmer, 
 L. W. Anderson, 
 J. M. Vaughn, 
 W. C. Wilson, 
 C. G. Holland, 
 C. H. Wiley, 
 P. W. Hairston, 
 A. M. Booe, 
 A. Leazar, 
 J. Wilcox Brown. 
 On motion by Mr. C. G. Holland this meeting now ad- 
 journed. 
 
 Chairman. 
 Secretary , 
 
 CONSOLIDATION OF THE N. C. M. R. R. CO. AND 
 THE D. V. &. Y. R. N. G. R. R. CO. 
 
 Articles of agrement adopted by the Dan Valley and 
 Yadkin River Railroad Company and the North Carolina 
 Midland Railroad Company are as follows, to-wit : 
 
 This agreement made this the 22nd day of January, 
 1883, between the North Carolina Midland Railroad 
 Company, a Company chartered and existing under the 
 laws of the State of North Carolina of the first part, and 
 the Dan Valley and Yadkin River Narrow Guage Rail- 
 road Company, a Company chartered and existing in the 
 State of Virginia of the second part, 
 
 Witnesseth : That it is mutually covenanted and agreed, 
 
22 
 
 I. That in accordance with the powers granted the 
 first named of said contracting Company by the laws of 
 the State of North Carolina and under and by virtue of 
 the powers granted, the second party of said contracting" 
 Companies by its charter* the said two Companies, par- 
 ties to this agreement, on and after the 1st day of March, 
 1883 shall be and hereby are of that date consolidated 
 into one corporation, which shall be known under the 
 name and style of " The North Carolina Midland Rail- 
 road Company," under which name it shall sue and be 
 sued, contract and be contracted with and have all the 
 power, and exercise all the rfghts, powers and franchises, 
 granted to each of said Companies under their respective 
 charters and by the general laws of the said two states of 
 Virginia and North Carolina . 
 
 II. That terms and conditions of said consolidation of 
 said two Companies shall be : 
 
 1. That the Capital stock of said consolidated and 
 newly created Company shall be One Million Five Hun- 
 dred Thousand Dollars ($1,500,000,) divided into shares 
 the par value of which shall be One hundred dollars, and 
 the holder of each share of stock in the component Com- 
 panies respectively, shall be entitled to receive in lieu 
 thereof one share of the capital stock of the consolidated 
 Company, and after this Agreement has been fully con- 
 summated and has taken effect, the holder of such share 
 in the component Companies, shall be, without further 
 and more formal transfer, entitled to exercise all the 
 rights and powers of a stockholder in said consolidated 
 Company. 
 
 2. This joint agreement shall be carried into effect in 
 the mode prescribed by the laws of the State of North 
 Carolina, and by the charter of said Dan Valley and Yad- 
 kin River Narrow Gauge Railroad Company. 
 
 3. There shall be for said consolidated Railroad Com- 
 
pany a President, a Vice President and twelve Directors, 
 whose names and residences shall be, until their succes- 
 sors are elected; as follows : 
 
 President, Jno. S. Barbour, Alexandria, Va., Vice- 
 President, J. Turner Morehead, JLeaksville, N. C. 
 
 Directors : 
 
 A. S. Buford, Richmond, Va. 
 A. Y. Stokes, 
 
 A. Leazar, Mooresville, N. C, 
 
 W. C. Wilson, Mocksville' " 
 A. M. Booe, 
 
 C. H. Wiley, Winston, 
 
 Jno. W. Fries, Salem, "' 
 
 L. W. Anderson, Stokes Co., " 
 Peter W. Hairston, . 
 
 J. M. Vaughan, Madison, 
 
 C. G. Holland, Danville, Va. 
 
 J. Turner Morehead, Leaksville, N. C. 
 
 The President and Directors of said Company shall 
 hereafter be annually elected by the stockholders of said 
 Consolidated Company at their Annual Meeting to be 
 held at such time and place as by the by-laws of said 
 Company may be prescribed. The Vice-President shall 
 be elected by the Board of Directors. 
 
 4. It shall be the duty of the Board of Directors of the 
 said Consolidated Company within twelve months after 
 the Consolidation proposed in this agreement has been 
 fully consummated to call a general meeting of the stock- 
 holders of said Company, at which meeting a President 
 and Board of Directors shall be elected to succeed those 
 herein named, and all necessary by-laws, rules and regu- 
 lations shall be adopted for the proper government ofsaid 
 Company. 
 
 Until said meeting is held, said Company shall be con- 
 
H 
 
 trolled in accordance with the general laws governing 
 like Corporations. 
 
 III. The said Component Companies shall at once 
 take such steps as may be necessary to consummate this 
 Agreement whether prescribed by respective charters of 
 said Companies, the Acts of Assembly of the States of 
 Virginia and North Carolina, or the general laws govern- 
 ing Corporations of like powers and franchises. 
 
 This agreement is signed by Jno. S. Barbour, the Presi- 
 dent of the North Carolina Midland Railroad Company 
 and the seal of said Company is hereto affixed, in obedi- 
 ence to a resolution of the Board of Directors of said Com- 
 pany adopted on the 15th day of November 1882, and it 
 is signed by A. S. Buford the President of the Dan Val- 
 ley and Yadkin River Narrow Gauge Railroad Company, 
 and the seal of said Company is hereto affixed in obedi- 
 ence to a resolution of the Board of Directors of said 
 Company, adopted on the 20th day of January, 1883. 
 
 And this agreement is attested by the signatures of 
 said Presidents and the affixing of the said seals of said 
 Companies respectively, to this paper. 
 
 The N. C. Midland R. R. Co., 
 
 By J. S. Barbour, Pres. 
 
 A. S. Buford, 
 
 Pres. Dan Valley & Yadkin River Narrow Gauge R. R. Co. 
 
 (seal) 
 
 The undersigned Secretary of the meeting of the stock 
 holders of the Dan Valley and Yadkin River Narrow 
 Guage Railroad Company, held in the city of Richmond, 
 Va., Saturday the 24th day of February, 1883, after due 
 notice to said stockholders, hereby certifies that at said 
 meeting the Agreement and Articles of Association and 
 Consolidation of the Dan Valley and Yadkin River Nar- 
 row Guage Railroad Company, and the North Carolina 
 
25 
 
 Midland Railroad Company were approved and adopted 
 by fifty-five (55) votes, the same being all of the votes of 
 all the stockholders of the Dan Valley and Yadkin River 
 Narrow Guage Railroad Company. 
 
 In testimony whereof he has hereto subscribed his name 
 and attached a scroll seal hereto — the said Company hav- 
 ing no Corporate seal. R. BROOKE, 
 
 Secy, of meeting of the stockholders of the Dan Valley and Yadkin 
 River Narrow Gauge Railroad Company, held Feb. 24, 1883. 
 (SEAL) 
 
 The undersigned Secretary of the meeting of the stock- 
 holders of the North Carolina Midland Railroad Company, 
 held in the city of Greensboro, N. C, on Wednesday the 
 14th day of March, 1883, after due notice to said stock- 
 holders, hereby certifies that at said meeting the Agree- 
 ment and articles of association and consolidation of The 
 Dan Valley and Yadkin River Narrow Gauge Railroad 
 Company and The North Carolina Midland Railroad Com- 
 pany were approved and adopted by Three Thousand, 
 Eight hundred and Sixty-two (3862) votes, the same 
 being all of the votes of all the stockholders of the North 
 Carolina Midland Railroad Company. 
 
 In testimony whereof he has hereunto subscribed his 
 name and attached a seal hereto of said Company. 
 
 J. W. Alspaugh, 
 
 Secy, of meeting of stockholders of The North Carolina Midland 
 Railroad Company, held March 14, 1883. 
 
 ANNUAL MEETING OF THE N. C. M. R. R. CO. 
 
 The stockholders of the Company met in the town of 
 Winston pursuant to notice duly given by publication for 
 more than thirty days. 
 
26 
 
 On motion by J. T. Morehead, Esq., H. B. Howard was 
 called to the chair, and J. W. Alspaugh was appointed 
 Secretary. 
 
 On motion by J. W. Fries, Esq., a committee of three 
 was appointed to verify proxies. The chairman appointed 
 J. W. Fries, Dr. C. H. Wiley and J. B. McLelland. 
 
 Upon a call of the stocks, the committee reported 
 present 3601 shares, which was more than a majority of 
 the whole. 
 
 (See report of committee marked "A.") 
 
 Col. Buford moved that section 11 of the by-laws of the 
 Company be amended by striking out the said section, 
 and substituting therefor the following: 
 
 The administration of the affairs of this Company shall 
 be vested in the President and twelve Directors who shall 
 be elected annually by the stockholders, and they may 
 appoint a Vice-President from their own bftdy, and such 
 other officers as from time to time they deem necessary 
 for the proper dispatch of the business of the Company. 
 
 The meeting now proceeded to reorganize the Com- 
 pany by the election of a new board of officers. 
 
 J. T. Morehead was now elected President of the Com- 
 pany, and the following named gentlemen were chosen 
 Directors under the amended section of the by-laws of the 
 Company: A. S. Buford, W. P. Clyde, Baker, Scott, 
 Huidikoper, McLeland, J. M. Vaughn, A. Leazar, J. W. 
 Fries, W. C. Wilson, and C. H. Wiley. 
 
 On motion by Mr. Morehead, the Secretary and Treas- 
 urer was instructed to procure a stock book and certifi- 
 cates of stock for the company, and also a seal. 
 
 On motion by Mr. Buforcl, it was resolved that the 
 Board of Directors be, and that they are hereby author- 
 ized to take such additional subscriptions to the stock of 
 
the Company as they may find practicable and judiciary. 
 On motion by Mr. Leazar, the meeting adjourned. 
 
 J. W. Alspaugh. 
 
 Secretary. 
 
 STOCKHOLDER'S MEETING. 
 
 The Annual Meeting of the stockholders of the North 
 Carolina Midland Railroad Company, met in the town of 
 Winston, pursuant to notice duly published, on the ioth 
 day of November, 1886. 
 
 Hon. J. T. Morehead, President of the Company in the 
 chair. 
 
 Upon a call of the roll, the following gentlemen re- 
 sponded to their names: Messrs. J. W. Fries, A. Leazar. 
 Maj. Clement, W. C. Wilson, F. M. Johnson, J. W. Al- 
 spaugh, H. W. Fries, and others. 
 
 On motion J. W. Alspaugh, Secretary and Treasurer, 
 was requested to act as Secretary of the meeting. 
 
 On motion J. W. Fries, A. Leazar and Maj. Clement 
 was appointed to verify proxies. Upon report of the com- 
 mittee it appeared that but 1064 shares were represented 
 in the meeting — a number less than a majority of the 
 whole, no business would be transacted, whereupon on 
 motion by Mr. Leazar, it was resolved to adjourn this 
 meeting to the nth day of January, 1887, to meet in the 
 city of Raleigh. 
 
 It was further ordered that the Secretary of the meet- 
 ing give due and timely notice to all the absent members 
 of the Company, of the meeting to be held in the city of 
 Raleigh on the nth day of January, 1887. 
 
 J. W. Alspaugh, 
 
 Secretary. 
 
28 
 
 ADJOURNED MEETING OF THE STOCKHOLD- 
 ERS HELD IN THE CITY OF RALEIGH, 
 JANUARY nth, 1887. 
 
 The meeting was called to order by the President, and 
 on motion Rev. W. C. Wilson was elected Chairman, and 
 Cabell Hairston, Secretary. 
 
 Committee to verify proxies, consisting of A. Leazar, 
 J. W. Fries and W. A. Lash reported 4133 shares of stock 
 represented in person and by proxy, as follows: 
 
 A. Leagar, 277^2 shares; W. A. Lash, 2; J. W. Fries, 
 101; T. B. Baily, 5^; J. T. Morehead, 204; W. C. Wil- 
 son, 16; J. M. Vaughn, 119; W. B. Clements, 2; E. L. 
 Gaither, 500; T. J. Wilson, 406; Col. A. B. Andrews, 
 2500. 
 
 After a statement made by Col. Andrews representing 
 the stock of the Virginia Midland Railroad Company and 
 at this request, Mr. A. Leazar offered a resolution which 
 was adopted, that this meeting adjourn to meet in Greens- 
 boro on the 10th day of February, 1887. 
 
 W. C. WILSON, 
 
 Chairman. 
 
 Cabell Hairston, 
 
 Secretary. 
 
 MEETING OF NORTH CAROLINA RESIDENT 
 STOCKHOLDERS. 
 
 Pursuant to a call of the President, under what is known 
 as the Leazar bill, the stockholders resident in North 
 Carolina met in the city of Raleigh January nth, 1887, 
 an adjournment of the regular meeting as above. 
 
 The same committee on proxies reported 1633 shares 
 of stock represented in person and by proxy. 
 
 J. W. Fries offered the following resolution: 
 
 Resolved, That _ 
 
 be appointed agent and attorney of the individual and 
 
2 9 
 
 corporate stockholders of the N. C. Midland R. R. Co., who 
 may become subscribers to this resolution, to make ap- 
 plication to the Attorney General of the State of N. C. for 
 leave to bring an action in the name of the State, to an- 
 nul the charter of the N. C. Midland R. R. Company. 
 
 Resolved further, That all stockholders who may be- 
 come parties to this action shall be jointly held and bound 
 to the State of N. C. in a sum sufficient to indemnify the 
 State against all costs and expenses of said action. 
 
 Resolved further, That this action to annul said charter 
 shall be brought upon the grounds that, 
 
 ist, The Va. Midland R. R. Co. made a subscription 
 for a majority of the capital stock of the N. C. Midland R. 
 R. Co. on the condition that the subscription books should 
 be then closed, and not reopened without its consent, and 
 with the understanding, that our road should be completed 
 without unnecessary delay. 
 
 2nd. That after thus securing a majority of the stock in 
 the N. C. Midland R. R. Co., the said Va. Midland R. R. 
 Co. used the power thus acquired to defeat the purposes 
 for which said N. C. Midland Co. was organized, — in that 
 they did not push the building of said road themselves, — 
 and in that, by holding this work in abeyance, they det- 
 ered and prevented the individual and corporate stock- 
 holders along line of said road from uniting in other com- 
 binations, which would probably have secured railroad 
 facilities to this section of the State. 
 
 3rd. That there has been no work whatever done on 
 said railroad for more than two years consecutively, and that 
 therefore the corporation should be annulled for non-user, 
 user. 
 
 And on motion of T. J. Wilson the consideration of said 
 resolution was postponed until the North Carolina resi- 
 dent stockholders shall meet again in Greensboro Febru- 
 ary 10th, 1887. 
 
3° 
 
 The following resolution, offered by Mr. Clements, was 
 adopted: 
 
 Resolved, That the Secretary and Treasurer of the 
 North Carolina Midland Railroad Company be requested 
 to. produce at the adjourned meeting of the North Carolina 
 Midland Railroad at Greensboro, on the ioth of February, 
 1887, the stock Or subscription books of said Company — 
 the contract made by the Richmond ?nd West Point 
 Terminal Company signed by Genl. Logan, with John L. 
 Barbour, to complete the North Carolina Midland Rail- 
 road,— the resolution of the Virginia Midland appropri- 
 ating $50,000 to construction of the North Carolina 
 Midland Railroad, — and all other books, together with an 
 itimized statement of receipts and disbursements, with 
 amount of outstanding indebtedness. 
 
 The Chairman was requested to call on Col. AndreAvs 
 and notify him of the action of this meeeting. Motion 
 was made and carried to adjourn to meet in Greensboro, 
 February 10, 1887. 
 
 W. C. WILSON, 
 
 Chairman. 
 
 Cabell Hairston, 
 
 Secretary. 
 
 ADJOURNED MEETING OF THE STOCKHOL- 
 DERS OF THE NORTH CAROLINA MID- 
 LAND R. R. CO., HELD IN GREENS- 
 BORO, N. C, FEB. 10, 1887. 
 
 The meeting was called to order by the President, Col. 
 J. T. Morehead, and on motion Maj. W. B. Clement was 
 elected Chairman, and R. T. Stedman, Secretary. On 
 motion by Col. J. T. Morehead, the following gentlemen 
 were appointed a committee to verify proxies: 
 
 A. Leazar and J. W. Fries, and reported 4143^ shares 
 represented. 
 
A. Lezar offered the following resolutions, which were 
 adopted: 
 
 WHEREAS, A. B. Andrews, third Vice-President of the 
 R. & D. R. R. Co., and holding the proxy of the said 
 Company's stock in the N. C. Midland R. R. Co., has 
 presented the following resolutions, as adopted by the 
 executive of the Board of Directors of the R. & D. R. R. 
 Co., at their meeting held on the 8th day of February, 
 1887, in the city of New York, to wit: 
 
 Resolved, That it is the sense of the committee that the 
 North Western N. C. R. R. should be extended from Win- 
 ston to Wilkesboro, and that active operations be re- 
 sumed on the N. C. Midland, and the portion of that road 
 from Winston to Mocksville should be first constructed. 
 
 Resolved, That A. B. Andrews, third Vice-President, 
 is hereby instructed to take the steps necessary to carry 
 out this policy : and 
 
 Whereas, this is received as a proposition on the part 
 of the R. & D. R. R. Co., made in good faith, and with 
 the understanding that the work on the N. C. Midland R. 
 R. from Winston to Mocksville is to be commenced with- 
 in 90 days and prosecuted as named in said resolutions to 
 completion. 
 
 Resolved, by the stockholders of the N. C. Midland R. 
 R. Co., in general meeting assembled, 4143^ shares of 
 the stock being represented, that the President and Di- 
 rectors are instructed to cooporate with A. B. Andrews 
 and the R. & D. R. R. Co., in the immediate prosecution 
 of the work from Winston to Mocksville as a part of the 
 N. C. Midland R. R. and under the charter of said road. 
 
 On motion by Col. Morehead, it was resolved that when 
 this meeting adjourns it adjourns to meet in Greensboro 
 on the nth day of May, 1887. 
 
 Col. A. B. Andrews offered the following resolution: 
 
 Resolved, That the election of officers of the N. C. 
 
32 
 
 Midland R. R. Co., be postponed until the next meeting 
 to be held on the nth day of May, 1887. 
 
 On motion by Col. Andrews, J. W. Fries, J. T. More- 
 head and R. T. Stedman were appointed to ascertain the 
 indebtedness, get up list of the stockholds, subscription 
 books, &c, of the N. C. M. R. R. Co. 
 
 On motion the meeting adjourned. 
 
 W. B. CLEMENT, 
 
 Chairman. 
 
 R. T. Stedman, 
 
 Secretary. 
 
 MEETING OF RESIDENT N. C. STOCKHOLDERS. 
 
 Pursuant to a call of the President under what is known 
 as the Leazar bill, the stockholders resident in N. C. met 
 in Greensboro, February 10th, 1887. 
 
 On motion W. B. Clement was elected Chairman, and 
 R. T. Stedman, Secretary. The committee on proxies 
 reported 1643^ shares represented. 
 
 On motion by Mr. Fries the meeting adjourned to meet 
 in Greensboro on the nth day of May, 1887. 
 
 W. B. CLEMENT, 
 
 Chair man . 
 
 R. T. Stedman, 
 
 Secretary. 
 
 Greensboro, N. C. June 29th, 1887. 
 
 Pursuant to adjournment of the nth day of May, 1887, 
 the stokcholders of the North Carolina Midland Railroad 
 Company met in Greensboro, North Carolina, on Wednes- 
 day, the 29th day of June, 1887, at which time and place 
 the following proceedings were had, to wit: 
 
 On motion, Hon. A. Leazar was called to the chair and 
 D. Schenck, Jr., was requested to act as Secretary. 
 
 The minutes of the preceeding meeting were read and 
 approved. 
 
33 
 
 On motion of Col. A. B. Andrews, J. W. Fries and J. 
 W. Clement were appointed a committee to verify proxies. 
 
 The committee on proxies reported 4093 shares of 
 stock present, which was a majority of all the stock. 
 
 The report of the committee on indebtedness, list of 
 stockholders, &c, was read by J. Turner Morehead, and 
 was laid on the table on motion of Mr. Clement. 
 
 Mr. J. Turner Morehead offered the following resolu- 
 tion: 
 
 •'Resolved, 1. That the Board of Directors of The 
 North Carolina Midland Railroad Company is hereby 
 authorised, empowered and directed, whenever they 
 think proper, to issue the bonds of this Company to an 
 amount not exceeding Fifteen Thousand Dollars ($15,- 
 000.00) per mile of said road and to cause to be lawfully 
 executed a Mortgage or trust conveying all the property, 
 real and personal, and the franchises of the Company to 
 secure said bonds, with such conditions and limitations as 
 they may prescribe. 
 
 "And said Board of Directors is further authorised and 
 empowered to issue certificates of stock of the corporation 
 to an amount not exceeding Twenty-Five Thousand Dol- 
 lars ($25,000) per mile of said road. 
 
 2. "That said Board of Directors be authorised and em- 
 powered to use the bonds and stock authorised to be is- 
 sued, as above, for the purpose of constructing the said 
 railroad from some point on the North Western North 
 Carolina Railroad, near the town of Winston, to Mocks- 
 ville, and to that end are authorised and empowered to 
 make such contract with any Construction Company, or 
 other party, as they may see proper, for the construction 
 of said road, as aforesaid, and for that purpose may use 
 the bonds and stock authorised to be issued, as above, in 
 such manner as they may deem best, and, in general, said 
 Board of Directors are authorised and empowered to do 
 
34 
 
 any and all things in the premises as may be necessary 
 to carry into effect the purposes and object of its resolu- 
 tions. 
 
 3. "That the foregoing powers are not to be restricted 
 by any former action of the stockholders and that any 
 and all former actions and resolutions of the stockholders, 
 inconsistent with the above resolutions, are hereby re- 
 pealed." 
 
 To the foregoing resolution Mr. J. M. Galloway offered 
 the following amendment: 
 
 "Provided — That Madison Township and the private 
 subscribers therein be released from any further liability 
 on their unpaid subscriptions." 
 
 The amendment was put and voted down. 
 
 The resolution was put and adopted. 
 
 The following resolution was offered by Mr. J. W. 
 Fries: 
 
 " Resolved, That the President of this Company be 
 authorised and directed to collate all k the Charters, Acts 
 of Incorporation and by-laws of this Company, and have 
 the same printed for the use of the Company." 
 
 The resolution was put and adopted. 
 
 Mr. J. Turner Morehead offered the following resolu- 
 tion: 
 
 "■Resolved, That the by-law enacted by the North 
 Carolina Midland Railroad Company at its annual meet- 
 ing and recorded on page 114 of the Record of Proceed- 
 ings of the Company be stricken out and the following 
 by-law be substituted for it, to wit: 
 
 "That the administration of the affairs of the Company 
 shall be vested in a President and Board of Twelve Di- 
 rectors, and if the Board of Directors deem it best for the 
 interest of the Company, a Vice-President, also. 
 
 "The Directors shall be elected by the stockholders at 
 their annual meeting, by ballot. 
 
35 
 
 The Board of Directors shall elect one of their number 
 President of the Company, and may elect a Vice-Presi- 
 dent. 
 
 It shall require a majority of the Directors to be present 
 to co istitute a quorum." Which was adopted. 
 The following Directors were elected: 
 A. Leazar. Alfred Sully, 
 
 W. C. Wilson, T. M. Logan, 
 
 J. W. Fries, Geo. F. Scott, 
 
 J. Turner Morehead, J. B. Pace, 
 
 A. B. Andrews, James H. Dooley. 
 
 J. M. Galloway, D. Schenck. 
 
 There being no further business, on motion, the stock- 
 holders adjourned to meet at Greensboro, N. C, on 
 Thursday, the 1st day of September, 1887. 
 
 A. LEAZAR, 
 
 Chairman. 
 
 D. Schenck, Jr., 
 
 Secretary. 
 
 ANNUAL MEETING. 
 
 Wintson, Nov. 14, 1888. 
 The stockholders of the N. C. Midland Railway met 
 at the office of the First National Bank of Winston, on 
 the 14th day of Nov. 1888. Upon a call of the names of 
 the shareholders it appeared that the President of the 
 Company was not present, and no business coming before 
 the meeting, on motion of Geo. W. Hinshaw the meeting 
 adjourned until the 24th inst., and the Secretary was au- 
 thorized and instructed to notify the shareholders by 
 postal of the adjourned meeting to take place on the 24th 
 of November, 1888. 
 
 J. W. ALSPAUGH, 
 Secretary and Treasurer. 
 
36 
 
 ANNUAL MEETING. 
 
 Winston, Nov. 24, ii 
 
 Stockholders meeting of the N, C. Midland Railway 
 Co. held at Winston this day, being an adjourned meet- 
 ing of the annual meeting of the 14th inst. On motion by 
 Col. J. T. Morehead, Hon. T. J. Wilson was called to the 
 chair, and J. W. Alspaugh was elected Secretary for the 
 meeting. 
 
 On further motion by Col. Morehead, J. W. Fries and 
 Geo. W. Hinshaw were appointed a committee to certify 
 proxies. Upon a call of the list of stock -the committee 
 reported 3,376 shares represented out of 4,503, and that a 
 majority of all the shares was represented in the meeting. 
 Report filed. Col. Morehead made a verbal report and 
 offered the following resolutions, which were adopted, to- 
 wit: 
 
 Resolved, That article 11 of the By-LaAvs of the stock- 
 holders and the resolution passed at the meeting held in 
 Greensboro, June 29th, 1887, be amended, so as to read: 
 The administration of the affairs of the Company shall be 
 vested in a board of 13 directors. The directors shall be 
 elected annually by the stockholders by ballot and they 
 shall elect one of their number President and one Vice- 
 President. 
 
 WHEREAS, The interests of this Company and of its 
 stockholders require that the steps necessary to build, 
 construct, equip and put into operation its anthorized line 
 of railroad from a point at or near the town of Winston, 
 North Carolina, to a point at or near the town of Mocks- 
 ville, North Carolina, and 
 
 Whereas, To facilitate such objects it is deemed to 
 be judicious and proper that the stockholders should in- 
 vest the directors with full power to act and proceed in 
 all or any matters in the premises which might otherwise 
 require action by the stockholders, therefore be it 
 
:>/ 
 
 Resolved, That the Board of Directors be, and hereby 
 us, fully authorized and empowered to cause to be made 
 all necessary surveys and locations of the line of railroad 
 of this Company, extending from a point at or near the 
 town of Winston, in the County of Forsyth, and State of 
 North Carolina to a point at or near the town of Mocks- 
 ville, in the County of Davie, in said State, and do all 
 acts, and make all contracts, in the name and on behalf 
 of the Company, which in its judgment may, from time 
 to time, be requisite to locate and secure the right-of- 
 way for said railroad, and to fully and properly build arid 
 construct the same, with necessary road-bed, rails, bridges, 
 trestles, fixtures, depots, workshops, tenements, yards 
 and other appurtenances, and to fully and effectively 
 equip the same with locomotives, cars, and other rolling 
 stock, and appurtenances thereto, and to provide the 
 ways and means necessary thereto and therefor, and that 
 the said Board of Directors be, and hereby is, fully au- 
 thorized and empowered in its discretion to contract in 
 the name and on behalf of this Company with any per- 
 sons, parties or corporations, in order to carry out and 
 accomplish the objects, ends and purposes aforesaid. 
 
 BY-LAW. 
 
 Resolved, That the following be, and hereby is, adop- 
 ted as a by-law of this Company to be in force from and 
 after this date, viz: 
 
 Art. XIX — The Board of Directors may appoint an 
 executive committee to consist of two members, exclusive 
 of the President, who shall be ex-officio a member and 
 Chairman thereof, which committee, acting by a majority 
 of its members, shall have and exercise all the powers of 
 the Board of Directors in the management of the business 
 and affairs of the Company, subject to such special di- 
 
3S 
 
 rections in regard thereto as the Board of Directors may 
 give. 
 
 Said committee shall meet at such times and places as 
 it may determine, and shall keep a record of all its pro- 
 ceedings, and report the same to the Board as may by it 
 be requested. 
 
 The meeting now proceeded to the election of a new 
 Board of Directors, which resulted as follows, upon a 
 stock vote: , 
 
 J. Hc ^wSffr an, of N. Y.; C. S. Brice, of N. Y.; W. G. 
 Oakman, of N. Y; J. A. Rutherford; J. C. Mauen; J. 
 Turner Morehead, Leaksville; J. W. Fries, Salem; A. 
 Leazar, Moorsville; G. W. Hinshaw, Winston; F. M. 
 Johnson, Farmington; W. C. Wilson, Mocksville, A. B. 
 Andrews, Raleigh. 
 
 Blank to be supplied by the Board of Directors. 
 
 On motion the meeting adjourned. 
 
 J. W. ALSPAUGH, 
 
 Secretary. 
 
 DIRECTORS MEETING. 
 
 Raleigh, N. C. January, 16, 1889. 
 
 Subject to the call of the President the Directors of the 
 North Carolina Midland R. R. Co. met in the office of 
 Col. A. B. Andrews; the following gentlemen were present: 
 
 J . Turner Morehead, A. Leazar, G. W. Hinshaw, J. W. 
 Fries, F. M. Johnson and A. B. Andrews. 
 
 On motion of Col. Andrews Hon. T. B. Baily was 
 elected to fill the place in the Board of Directors left open 
 by the stockholders attheir meeting November 24th, 1888. 
 
 Maj. J. Turner Morehead resigned the Presidency and 
 on motion Col. A. B. Andrews was elected to fill the va- 
 cancy. On motion Maj. J. Turner Morehead was elected 
 Vice-President. 
 
 Mr. R. Brooke was elected Secretary in the place of 
 
39 
 
 Col. J. W. Alspaugh, and H. W. Miller Assistant Secre- 
 tary. 
 
 Mr. John W. Hall elected Treasurer. 
 There being no other business before the Directors they 
 adjourned to meet subject to call of President. 
 
 H. W. MILLER, 
 Assistant Secretary. 
 
 ANNUAL MEETING. 
 
 Winston, N. C, Nov. 13, 1889. 
 
 The stockholders of the N. C. Midland R. R. Co. met as 
 per by-laws; there not being sufficient shares represented 
 the meeting was adjourned to meet the 14th day of March, 
 1890. 
 
 H. W. MILLER, 
 Assistant Secretary. 
 
4° 
 
 CHAPTER 37.— AN ACT 
 
 To Incorporate the Dan Valley and Yadkin 
 River Narrow-Guage Railroad Company. 
 
 Approved January 27, 1879. 
 
 1. Be it enacted by the general assembly of Virginia, 
 That it shall be lawful to open books of subscription at 
 the town of Danviile, Virginia, and such other places as 
 the commissioners hereinafter. named shall designate, un- 
 der the direction of C. G. Holland, E. B. Withers, F. M. 
 Hamlin, Daniel Coleman, F. B. Gravely, Charles W. 
 
 Venable, Smith, J. T. Morehead, Peter W. Hairston, 
 
 J. G. Brodnax, Joseph H. Scales, S. G. Sheffield, W. T. 
 Sutherlin, J. M. Neal, J. E. Schoolfield, W. P. Robinson, 
 J. R. Wilson, R. R. Robinson, John F. Rison, R. L. Hick- 
 son, H. W. Cole, T. J. Talbott, H. D. Guerrant, or any 
 five of them, and such other persons as they may appoint, 
 for the purpose of receiving subsrciptions to the capital 
 stock of the Dan Valley and Yadkin River Narrow-Gauge 
 Railroad Company to an amount not exceeding five hun- 
 dred thousand dollars, in shares of one hundred dollars 
 each, to constitute a joint capital stock for the construc- 
 tion of a railroad from the town of Danville, Virginia, up 
 or near the Dan River Valley in the direction of Leaks- 
 ville, North Carolina, to the North Carolina line. 
 
 2. Be it further enacted, That whenever fifty thousand 
 dollars shall have been subscribed to the capital stock of said 
 road, whether by individuals, corporations, cities, or towns, 
 the subscribers, their executors, administrators, and assigns, 
 shall be and they are hereby declared and constituted a body 
 politic and corporate, under the name and style of The 
 Dan Valley and Yadkin River Narrow-Guage Railroad 
 Company, and as such shall be entitled to all the privi- 
 leges conferred and subject to all the restrictions imposed 
 by the Code of Virginia, edition of eighteen hundred and 
 
4i 
 
 seventy-three, and acts amendatory thereof, so far as the 
 same are applicable, and not inconsistent with this act. 
 
 3. It shall be lawful to secure subscription to the capi- 
 tal stock of said company in money, labor, land, or ma- 
 terials, such as timber, stone, lumber, or supplies of any 
 kind usually required in the construction of a railroad; 
 and it shall also be lawful to receive the bonds of any city, 
 town, county, or township at par in payment of subscrip- 
 tions; and said company may also acquire land by gift or 
 purchase, and shall have power to hold and sell the same 
 for the construction or repair of their road, for depots, or 
 other necessary purposes. 
 
 4. The said company shall have power to build branch 
 or lateral roads, not exceeding twenty-five miles in 
 length, to connect with any mines, iron works, or other 
 manufactories. 
 
 5. Subscriptions to the capital stock of this company 
 may be made by individuals, the town of Danville, and 
 by any city, town, county or township, and by any rail- 
 road company, or any mining or manufacturing com- 
 pany. 
 
 6. It shall be lawful for said railroad company to bor- 
 row money for the construction, maintenance, and repair 
 of its road or any branch thereof; and also to issue bonds, 
 and secure the same by mortgaging its property and 
 franchises, or otherwise. 
 
 7. It shall be lawful for said company to lease out its road, 
 property, rights and franchises to individuals, or to any 
 other company or corporation; also to lease the road, prop- 
 erty, rights and franchises of any other company con- 
 necting with said company's road; also to consolidate its 
 stock and property with that of any other company con- 
 necting with it, whether chartered by this or any other 
 state; also to make any contract or agreement by which 
 the road-bed and rolling stock of said company, or any 
 
42 
 
 part thereof, may be constructed and used, in whole or in 
 part, by the Danville and New River narrow-gauge rail- 
 road company, or any other company whose line of rail- 
 road shall connect with said company's road. 
 
 8. Whenever the company and the land owners cannot 
 agree for the use of land along the line of the company's 
 road, commissioners shall be appointed, as provided for 
 by law, to ascertain the value of the same. Said com- 
 missioners so appointed shall, on ascertaining the dam- 
 ages, take into consideration the advantages and benefits 
 to accrue to such land owner by the construction of said 
 road through his or her land. 
 
 9. It shall be lawful, with the consent of North Carolina, 
 for the company organized under this charter to extend 
 its road into the state of North Carolina at or near Leaks- 
 ville. 
 
 10. This act shall be in force from its passage. 
 
 CHAPTER 255.— AN ACT 
 
 To Amend the Charter of the Dan Valley and 
 Yadkin River Railroad Company. 
 
 Approved March 3, 1879. 
 
 Be it further enacted, That by and with the consent of 
 the State of North Carolina, the Dan Valley and Yadkin 
 river narrow-gauge railroad company shall have the right 
 to extend its road, with all the rights, privileges and 
 franchises given and granted under and by this charter 
 into the State of North Carolina, through the counties of 
 Rockingham, Forsythe, Stokes, Yadkin and Wilkes, or 
 either of them, and such other counties as may be neces- 
 sary to reach the most desirable connection with any 
 other railroad, and the crossing of the mountains to the 
 Tennessee line. 
 
43 
 Danville, Va., Aug. 31st, 1880. 
 
 At a meeting of the stockholders of the Dan Valley and 
 Yadkin River Narrow Gauge Railroad, held at the office 
 of E. B. Withers, Danville, Va., at 10 o'clock, a. m., this 
 day in accordance with the notice heretofore published 
 in the Danville Post, the following resolutions were 
 adopted: 
 
 WHEREAS, The commissioners have reported that the 
 requisite amount of stock has been subscribed to organize 
 the company and the amount of two per centum paid 
 thereon as the law directs. Therefore, be it 
 
 Resolved, That we proceed to organize the Com- 
 pany. 
 
 On motion of W. T. Sutherlin, Col. E. B. Withers was 
 elected chairman and F. M. Hamlin, Secretary. 
 
 On motion it was resolved that this meeting adjourn to 
 meet on Wednesday, September 15th, at the office of E. 
 B. Withers, Danville, Va,, at 11 o'clock, a. m. 
 
 E. B. WITHERS, 
 
 Chairman. 
 
 F. M. Hamlin, 
 
 Secretary. 
 
 Danville, Va., Sept. 15th, 1880.. 
 
 At an adjourned meeting of the stockholders of the Dan 
 Valley and Yadkin River Narrow-Guage Railroad held 
 at the office of E. B. Withers, pursuant to adjournment, 
 
 On motion ofThos. J. Talbott the meeting adjourned 
 to meet at 10 o'clock, September 16th, at the office of E. 
 B. Withers. 
 
 E. B. WITHERS, 
 
 Chair mail. 
 
 F. M. Hamlin, 
 
 Secretary. 
 
44 
 
 Danville, Va., Sept. 16th, 1880. 
 
 At a meeting" of the stockholders of the Dan Valley and 
 Yadkin River Narrow Gauge Railroad held at the office 
 of E. B. Withers, this day at 10 o'clock, a. m., .pursuant 
 to adjournment, 
 
 The Chairman on motion appointed a Committee of 
 Col. A. S. Buford, T. J. Talbott and W. T. Sutherlin, to 
 ascertain and report if a majority of the stock subscribed 
 was represented. The committee reported fifty-five 
 shares of stock represented in person and proxy, being a 
 majority of the stock subscribed. 
 
 On motion of Major W. T. Sutherlin it was moved and 
 seconded that the company be organized by the election 
 of a President, and board of six directors: Col. A. S. Bu- 
 ford was nominated and unanimously elected President 
 of the company. The names of the following gentlemen 
 suggested by Major W. T. Sutherlin Were eleeted the 
 the board of directors, viz: 
 
 E. B. Withers, Thos. J. Talbott, 
 
 A. Y. Stokes, T. M. Logan, 
 
 John P. Branch, F. M. Hamlin. 
 
 1. On motion it was resolved that the President and 
 board of directors be authorized to prepare and adopt for 
 the government of the Company such by-laws and regu- 
 lations as they shall deem necessary, and to appoint such 
 additional officers and agents of the company, as they 
 shall from time to time find necessary for the proper or- 
 ganization and conduct of the company's affairs, and 
 work; and shall prescribe the compensation to be paid to 
 ail the officers and agents of the Company. 
 
 2. Resolved, That the board of directors shall be au- 
 thorized in their discretion to ' appoint, out of their own 
 body, a Vice-President, with such authority and duties as 
 in their judgement may be necessary and useful. 
 
45 
 
 3- Resolved, That the board be authorized and request- 
 ed to provide as soon as practicable for such surveys of 
 the proposed line of road in their State and to take such 
 steps towards its extension as contemplated in the State 
 of North Carolina as in their judgement will best forward 
 the early and successful progress of the enterprize. 
 
 4. Resolved, That the President and Board of Directors 
 be and they are hereby authorized, to call for payment 
 of subscription as may be requisite, and to take such 
 steps for obtaining additional subscription as they think 
 proper and to provide as they may find practicable the 
 necessary means of prosecuting the company's work with 
 energy and dispatch. 
 
 5. Resolved, That the regular annual meeting of the 
 stockholders of this company be held on the 2nd Wed- 
 nesday of November of each year in the city of Danville, 
 Va., or at such other place as may be designated by the 
 President and board of Directors. Adopted. 
 
 6. On motion of Col. A. S. Buford the meeting ad- 
 journed. 
 
 E. B. WITHERS, 
 
 CJiairman, 
 
 F. M. Hamlin,- 
 
 Secretary, 
 
 Richmond, Va., Feb. 24th, 1883. 
 
 A general meeting of the stockholders of the Dan 
 Valley and Yadkin River Narrow-Gauge Railroad Com- 
 pany was held at the office of the Richmond and Dan- 
 ville Railroad Company, at 12 o'clock, M., this day, 
 pursuant to the following notice duly published accord- 
 ing to law, for thirty days in the Richmond Dispatch, 
 viz : 
 
 " NOTICE. — A General Meeting of the Stockholders 
 
46 
 
 of the Dan Valley and Yadkin River Narrow-Guage 
 Railroad Company will be held at the office of the 
 Richmond and Danville Railroad Company, in the 
 City of Richmond, Va., on the 24th day of Feb. 1883, 
 at 12 o'clock, M. 
 
 By order of the Board of Directors. 
 
 A. S. BUFORD, 
 
 President." 
 
 The meeting was called to order by A. S. Buford, 
 President of the Company; And, on his motion, A. Y. 
 Stokes, Esq,, was called to the chair, and R. Brooke was 
 requested to act as Secretary of the meeting. 
 
 The Chairman requested the Secretary to ascertain 
 and report whether or not a quorum of the Stockholders 
 was present, and the Secretary reported that all of the 
 stock of the Company, being fifty-five (55). shares, was 
 represented in the meeting, either by stockholders in 
 person, or by their proxies, duly appointed. 
 
 The President stated, that the meeting had been called 
 for the purpose of taking such action as the stockholders 
 might deem proper, on an agreement between this Com- 
 pany and the North Carolina Midland Railroad Com- 
 pany, providing for a consolidation of the two Companies, 
 which said Agreement had been approved by the North 
 Carolina Midland Railroad Company, through its Board 
 of Directors and Stockholders, and by the Board of Di- 
 rectors of this Company on the 20th day of January, 1883, 
 subject to the ratification of the stockholders, and which 
 was in the following words and form, to-wit: 
 
 This Agreement made this 22nd day of January, 1883, 
 between the North Carolina Midland Railroad Company, 
 a Company chartered and existing under the laws of the 
 State of North Carolina, of the first part, and the Dan 
 Valley and Yadkin River Narrow-Guage Railroad Com- 
 
47 
 
 pany, a Company chartered and existing under the laws 
 of the State of Virginia, of the second part, Witnesseth: 
 
 That it is mutually Covenanted and agreed: 
 
 i. That, in accordance with powers granted the first 
 named of said contracting Companies by the laws of the 
 State of North Carolina, and under and by virtue of 
 the powers granted the second of said contracting 
 Companies by its charter, the said two Companies, 
 parties to this Agreement, on and after the 1st day of 
 March, 1883, shall be, and hereby are of that date con- 
 solidated into one corporation, which shall be known 
 under the name and style of " The North Carolina Mid- 
 land Railroad Company" under which name it shall sue 
 and be sued, contract and be contracted with, and pos- 
 sess and exercise all the rights, powers and franchises 
 granted to each of said Companies under their respective 
 charters and by the general laws of the said two States of 
 Virginia and North Carolina. 
 
 2. The terms and conditions of said Consolidation of 
 said two Companies shall be: 
 
 1. That the capital stock of said consolidated and new- 
 ly created Company shall be One Million five hundred 
 thousand dollars ($1,500,000,) divided into shares, the 
 par value of which shall be One hundred dollars, and the 
 holder of each share of stock in the Component Compa- 
 nies respectively shall be entitled to receiye in lieu there- 
 of one share of the capital stock of the consolidated Com- 
 pany, and after this Agreement has been fully consum- 
 mated and has taken effect the holder of such share in 
 the component companies, shall be, without further and 
 more formal transfer, entitled to exercise all the rights 
 and powers of a stockholder in said consolidated Compa- 
 ny. 
 
 2. This joint agreement shall be carried into effect in 
 
48 
 
 the mode prescribed by the laws of the State of North 
 Carolina, and by the charter of said Dan Valley and Yad- 
 kin River Narrow-Gauge Railroad Company. 
 
 3. There shall be for said Consolidated Railroad Com- 
 pany, a President, a Vice President and twelve Directors, 
 whose names and residences shall be, until their suc- 
 cessors are elected, as follows: 
 
 President, John S. Barbour, Alexandria, Va., Vice- 
 President, J. Turner Morehead, Leaksville, N. C. 
 
 DIRECTORS: 
 
 A. S. BuFORD, Richmond, Va. 
 
 A. Y. Stokes, 
 
 A. Leazar, Mooresville, N. C. 
 
 W. C. Wilson, Mocksville, 
 
 A. M. Booe, 
 
 C. H. Wiley, . Winston, N. C. 
 
 John W. Fries, Salem, : 
 
 L. W. Anderson, Stokes Co., 
 
 Peter W. Hairston, '• " " 
 
 J. M. Vauchan, Madison, 
 
 C. G. Holland, Danville, Va. 
 
 J, Turner Morehead, Leaksville, N. C. 
 
 The President and Directors of said Company shall 
 hereafter be annually elected by the stockholders of said 
 consolidated Company at their Annual Meeting to be 
 held at such time and place as by the By-Laws of said 
 Company may be prescribed. The Vice President, shall 
 be elected by the Board of Directors. 
 
 4. It shall be the duty of the Board of Directors of the 
 consolidated Company, within twelve months after the 
 consolidation proposed in this Argeement has been fully 
 consummated, to call a general meeting of the stock- 
 holders of said Company at which meeting a President 
 and Board of Directors shall be elected to succeed those 
 
49 
 
 herein named, and all necessary By-Laws, rules and 
 regulations shall be adopted for the proper government 
 of said Company. 
 
 Until said meeting is held, said Company shall be con- 
 trolled in accordance with the general laws governing 
 like corporations. 
 
 3. The said component Companies shall at once take 
 such steps as may be necessary to consummate this 
 Agreement, whether prescribed by the respective char- 
 ters of said Companies, the Acts of Assembly of the 
 States of. Virginia and North Carolina, or the general 
 laws governing corporations of like powers and franchises- 
 
 This Agreement is signed by John S. Barbour, the 
 President of the North Carolina Midland Railroad Com- 
 pany, and the seal of said Company is hereto affixed, in 
 obedience to a resolution of the Board of Directors of 
 said Company adopted on the 15th day of November, 
 1882, and it is signed by A. S. Buford, the President of 
 the Dan Valley and Yadkin River Narrow-Gauge Rail- 
 road Company, and the seal of said Company is hereto 
 affixed, in obedience to a resolution of the Board of Di- 
 rectors of said Company, adopted on the 20th day of 
 January, 1883. 
 
 And this Agreement is attested by the signatures of 
 said Presidents and the affixing of the said seals of said 
 Companies respectively to this paper. 
 
 A. S. BUFORD, 
 President of the Dan Valley and Yadkin River Narrow- Guage 
 
 [seal.] Railroad Company. 
 
 And, after full consideration of the said Agreement, 
 on motion, the following resolution was unanimously 
 adopted, viz: 
 
 Resolved, That the Agreement of consolidation be- 
 tween this Company and the North Carolina Midland 
 
So 
 
 Railroad Company, a copy of which has been submitted 
 to this meeting, which the President was authorized to 
 execute by the Board of Directors of this Company sub- 
 ject, however, to the approval and satisfaction of the 
 stockholders in general meeting assembled, and which 
 ha's already been approved and authorized by the stock- 
 holders of the North Carolina Midland Railroad Compa- 
 ny, be and the same is hereby ratified and confirmed. 
 
 There being no further business before the meeting, 
 on motion, the meeting adjourned. 
 
 A, Y. STOKES, 
 
 Chairman. 
 
 R. Brooke, 
 
 Secretary. 
 
 CHAPTER 23.— AN ACT 
 
 to allow leaksville township, in rockingham 
 
 county, to subscibe to the capital stock of 
 
 a Railroad. 
 
 The General Assembly of North Carolina do enact: 
 
 SECTION I. That Leaksville township, in Rockingham 
 county, and any other township in said county, shall have 
 power and authority to subscribe for and take any num- 
 ber of shares of the capital stock of the " Dan Valley and 
 Yadkin River Railroad Company," or of any other rail- 
 road company, which has been or may hereafter be char- 
 tered to run through said county, that a majority of the 
 legal voters of any such township may elect to take there- 
 in: Provided, that the valuation of the shares so subscribed 
 for shall not exceed (5) five per cent, of taxable prop- 
 erty of such township. 
 
 Sec. 2. That upon the written application of thirty res- 
 idents and tax-payers of any such township, specifying 
 the amount which it is desired that the said township 
 
5i 
 
 shall subscribe for in the capital stock aforesaid, subject 
 to the aforesaid limitations, it shall be the duty of the 
 county commissioners to appoint a day on which an elec- 
 tion shall be held in such township in the manner pre- 
 scribed by law for holding other elections, at which said 
 election the legally qualified voters of such township shall 
 be entitled to vote for or against such subscription, the 
 legally qualified voters favoring subscription to vote bal- 
 lots written or printed "subscription," and those opposing 
 subscription to vote ballots writen or printed "no sub- 
 scription." The election herein provided for shall be held 
 after thirty (30) days notice at the court house door and 
 in three other public places in said township, at the usual 
 voting places of such township, by persons appointed by 
 the county commissioners aforesaid in the same manner 
 that persons are appointed for holding other elections in 
 such township, and the returns thereof shall be made to 
 the county commissioners aforesaid as in other elections 
 prescribed by law, and who shall examine the same and 
 declare the result, and the commissioners shall meet for 
 this purpose at the court house on the day after the elec- 
 tion or at their next regular meeting. 
 
 Sec. 3. And the result of said election as declared by 
 said commissioners shall be certified to by said county 
 commissioners under their hands and seal, and shall be 
 filed with the register of deeds of said county, and shall 
 be taken as evidence of the same in any of the courts of 
 this State. 
 
 Sec. 4. If the result of such election shall show that a 
 majority of the qualified voters of such township favor 
 taking the amount of stock voted for in such election, then 
 the said county commissioners shall appoint a board of 
 trustees, to be composed of five (5) resident tax-payers of 
 any such township, who shall issue the bonds of said town- 
 ship to an amount not exceeding the amount voted for in 
 
5? 
 
 said election, in sums of one hundred dollars and multi- 
 ples thereof to one thousand dollars, running thirty years 
 from date and bearing interest at eight per centum, pay- 
 able semi-annually, evidenced by coupons on said bonds, 
 and said board of trustees may deliver said bonds to said 
 railroad company, or may sell the bonds and deliver the 
 proceeds to said company, the said company, in either case 
 issuing to the said trustees for the use and benefit of said 
 township, stock in said company to the amount of the 
 subscription so voted as aforesaid or any part thereof. 
 
 Sec. 5. That to provide for the interest on said bonds 
 and their redemption at maturity the board of count)' 
 commissioners aforesaid shall in addition to other taxes, 
 each year compute and levy on all property and polls of 
 any such township, preserving the constitutional equa- 
 tion, a sufficient tax to pay said interest, and after ten 
 years a second additional tax sufficient to" provide each 
 year the sum of one thousand dollars for a sinking fund, 
 which amount shall be annually paid to the county treas- 
 urer or other officer authorized by law to perform his du- 
 ties, and by him invested in said bonds and the amount 
 of tax collected for interest shall be paid to the county 
 treasurer or other officer as aforesaid, and used by him in 
 the prompt and regular payment of the coupons on said 
 bonds. t 
 
 Sec. 6. The county treasurer or other officer acting as 
 Such, shall, before buyingthe bonds with the sinking fund 
 aforesaid, advertise for the purchase of said bonds, and in 
 case none are offered the township, through the treasurer 
 or other officer aforesaid, shall have power to call in the 
 bonds aforesaid in whole or in part for payment, and in 
 case the treasurer or other officer aforesaid shall buy the 
 said bonds for less than par shall be entitled to receive 
 only what he actually paid for the same. 
 
 SEC. 7. The capital stock held by any such township 
 
53 
 
 voting as aforesaid, in any such railroad aforesaid, shall 
 be pledged for the redemption of said bonds at maturity, 
 and all dividends declared upon such stock shall be faith- 
 fully applied to the payment of the coupons on such bonds 
 and to the purchase of the same, and be paid by said rail 
 road company directly to the officer acting as county 
 treasurer aforesaid, and by him used for the purpose afore- 
 said. 
 
 Sec. 8. In advertising the day of election aforesaid, the 
 board of commissioners shall specify in such notice not. 
 only the amount of the subscription to be voted on, but 
 also in what company it is proposed to subscribe for the 
 capital stock aforesaid. 
 
 Sec. 9, This act shall take effect from its ratification. 
 
 Read three times in the general assembly and ratified 
 the 8th day of February, A. D. 1879. 
 
 CHAPTER 60.— AN ACT 
 
 For the Benefit of the Winston, Salem and 
 mooresville railroad company. 
 
 The General Assembly of North Carolina do enact: 
 
 SECTION i. The board of directors of the penitentiary 
 shall, on application of the chairman of the board of 
 directors of said railroad company, or the president of 
 said road, or an authorized agent, to employ on said road 
 under the direction of the authorities of said road^ and 
 under such guards as may be necessary, as many con- 
 victs as in the opinion of the chairman of the board of 
 directors of said railroad company, or the president of 
 said road, as may be required, not to exceed one hundred 
 and fifty, said convicts to be governed by and according 
 to prison rules and regulations and under the supervision 
 and control of a superintendent appointed by and subject 
 to the penitentiary board: Provided, however, that the au- 
 
54 
 
 thorities of the road upon which convicts may work shall 
 pay the hire of said superintendent, and gaurd, feed and 
 clothe and properly care for said convicts while employed 
 upon the said road: Proz'icfed, that there shall be an esti- 
 mate of the net value of all the work done by the con- 
 victs' labor furnished by the State on the said railroad of 
 the said company, and that the net valueof such labor shall 
 be a first mortgage in favor of the State upon, the property 
 and franchise of the said company. The value of the 
 labor of said convicts shall be ascertained by two com- 
 missioners, one to be appointed by the governor and one 
 to be selected by the said railroad company. 
 
 Sec. 2. The convicts obtained under this act shall be 
 worked upon said road until the completion of the grad- 
 ing of said road. 
 
 Sec. 3. That the said chairman of the said board of 
 directors of said railroad company, or the president of 
 said road, shall before receiving the same from the direc- 
 tors of the penitentiary aforesaid, execute a receipt stating 
 the names of said convicts, the county where and the 
 offense of which he was convicted, and the term of his 
 sentence; and at the expiration of the sentence, or the 
 completion of the road, the president of the said road shall 
 deliver the said convicts to the authorities of the peni- 
 tentiary as the case may be. 
 
 Sec. 4. Nothing in this act contained shall be con- 
 strued to interfere with or take away any of the convicts 
 assigned to any railroad in which the State has an interest. 
 
 SEC. 5. That this act shall be in force from and after its 
 ratification. 
 
 Ratified the 22nd day of February, A. D. 1879. 
 
55 
 
 CHAPTER 113.— -AN ACT 
 
 To aid in the Construction of the Winston, 
 Salem and Mooresville Railroad. 
 
 The General Assembly of North Carolina do enact: 
 
 SECTION i That for the purpose of aiding in the con- 
 struction of the Winston, Salem and Mooresville Rail- 
 road, the following named counties, towns, and townships 
 are authorized in the manner hereinafter provided to 
 subscribe not exceeding the sums herein named to the 
 capital stock of said railroad company, to- wit: Davie 
 county not exceeding the sum of fifty thousand dollars; 
 the town of Mocksville not exceeding the sum often 
 thousand dollars ; the township of Mocksville not exceed- 
 ing the sum of fifteen thousand dollars; the township of 
 Farmington not exceeding the sum of fifteen thousand 
 dollars; the township of Jerusalem not exceeding the 
 sum often thousand dollars; Coddle Creek township, in 
 Iredell county, not exceeding the sum of twenty thousand 
 dollars; the townships of Mount Ulla and Scotch Irish, 
 in Rowan county, not exceeding the sums of fifteen thou- 
 sand dollars each; the townships of Forbush and Little 
 Yadkin, in Yadkin county, not exceeding the sums often 
 thousand dollars each, and the township of Lewisville, in 
 Forsythe county, not exceeding the sum of ten thousand 
 dollars. 
 
 Sec. 2. That no such county, town or township shall 
 be authorized to make any such subscription unless by a 
 vote of a majority of all the voters entitled to vote therein, 
 as hereinafter provided. 
 
 Sec. 3. The several townships herein mentioned are 
 created municipal corporations and bodies politic and 
 corporate, and by their respective township names may 
 sue and be sued, implead and be impleaded, may have 
 and use a corporate seal, and do all such other acts 
 
56 
 
 usually pertaining" to municipal corporations, and the 
 justices of the peace for each of said township shall be 
 the board of trustees of each township respectively. 
 
 SEC. 4. Upon the written request of one-fifth of all the 
 qualified voters in Davie county, the board of commis- 
 sioners of said county are authorized and commanded to 
 cause an election to be held at the several precincts in 
 said county for the purpose of submitting to the qualified 
 voters thereof the question of subscribing to the capital 
 stock of said railroad company a sum not exceeding fifty 
 thousand dollars, the exact amount of said subscription 
 to be determined by the wishes of those signing the written 
 request or petition above mentioned. 
 
 SEC. 5. If a majority of all the qualified voters of Da- 
 vie county at said election shall vote for " subscription," 
 then the said commissioners shall subscribe the sum so 
 voted to the capital stock of said company, and shall pay 
 said subscription to said company in such manner as said 
 commissioners shall believe to be best to promote and ad- 
 vance the construction and completion of said railroad. 
 
 SEC. 6. In payment of said subscription the commis- 
 sioners of Davie county shall issue bonds in the name of 
 said county, in sums of one hundred dollars and in mul- 
 tiples thereof to one thousand dollars, running not ex- 
 ceeding twenty years from date, and bearing interest at a 
 rate not exceeding seven per cent., payable semi-annual- 
 ly, evidenced by coupons on said bonds. 
 
 SEC. 7. To provide for the interest on said bonds and 
 their redemption at maturity, the board of commission- 
 ers of said county shall, in addition to the other taxes in 
 each year, compute and levy upon all the property in said 
 county a sufficient tax to pay said interest and provide 
 a sinking fund equal to five per centum of the original 
 principal of said bonds, which amount shall be annually 
 paid over to the county treasurer and invested by him in 
 
57 
 
 said bonds at par; and the amount of taxes collected for 
 interest shall be paid to said county treasurer and used 
 by him in the prompt and regular payment of the cou- 
 pons upon said bonds. 
 
 SEC. 8. The capital stock held by said county in said 
 railroad company shall be pledged for the redemption of 
 said bonds at maturity, and all dividends declared upon 
 each stock shall be faithfully applied to the payment of 
 the coupons on said bonds, and shall be paid by said com- 
 pany directly to said county treasurer, and by him used 
 for such purposes and no other. 
 
 Sec. 9. Said coupons shall be receivable in payment of 
 all taxes due to the county of Davie. 
 
 Sec. 10. Upon the written request or petition of one- 
 fifth of all the qualified voters of the town of Mocksville, 
 the municipal authorities of said town are authorized and 
 directed to cause an election to be held in said town for 
 the purpose of submitting to the qualified voters thereof 
 the question of subscribing to the capital stock of said 
 railroad company a sum not exceeding ten thousand dol- 
 lars, the exact amount to be determined by the wishes of 
 those signing the written request or petition above men- 
 tioned. 
 
 Sec. 11. If a majority of all the qualified voters of said 
 town at said election shall vote for "subscription," then 
 the municipal authorities of said town shall subscribe 
 the sum so voted to the capital stock of said company, 
 and shall pay said subscription to said company in such 
 manner as said municipal authorities shall believe to be 
 best to promote and advance the construction and com- 
 pletion of said railroad. 
 
 Sec. 12. In payment of said subscription the said town 
 shall issue bonds and levy taxes to provide for the pay- 
 ment of the coupons and a sinking fund in the same 
 
58 
 
 way as hereinbefore authorized to be done by Davie 
 county. 
 
 Sec. 13. Upon the written request of one-fifth of all the 
 qualified voters of each of the townships of Mocksville, 
 Farmington and Jerusalem, the commissioners of Davie 
 county are authorized and directed to cause an election 
 to be held in said townships for the purpose of submit- 
 ting to the qualified voters of each township separately 
 the question of subscribing to the capital stock of said 
 railroad company a sum not exceeding the amounts here- 
 inbefore authorized to be so subscribed by each town- 
 ship respectively, the exact amount of each township 
 subscription to be determined by the wishes of those 
 signing the written request as aforesaid. But this section 
 shall not be in force if the county of Davie shall make 
 the subscription hereinbefore authorized. 
 
 Sec. 14. If a majority of all the qualified voters of 
 either of said townships shall at said election vote for 
 " subscription," then the said county commissioners on 
 behalf of such township shall subscribe the sum so 
 voted to the capital stock of said company, and shall pay 
 said subscription to said company in such manner as the 
 said commissioners on consultation with the justices of 
 the peace of said township shall believe to be best to pro- 
 mote and advance the construction and completion of 
 said railroad. 
 
 . Sec. 15. In payment of said subscription the said com- 
 missioners .shall issue bonds and levy taxes on all the 
 property of said township to provide for the payment of 
 the coupons and a sinking fund in the same way as here- 
 inbefore authorized to be done by said county of Davie. 
 
 Sec. 16. Upon the written request of one-fifth of all the 
 qualified ^voters of each of the townships of Forbush and 
 Little Yadkin the commissioners of Yadkin county are 
 authorized and directed to cause an election to be held 
 
59 
 
 In said townships for the purpose of submitting to the 
 qualified voters of each township separately the question 
 of subscribing to the capital stock of said company a sum 
 not exceeding the amount hereinbefore authorized to be 
 so subscribed by each township, the exact amount of 
 each township subscription to be determined by the 
 wishes of those signing the said written request. 
 
 Sec. 17. If a majority of all the qualified voters of 
 either of said townships shall at said election vote for 
 "subscription," then the said county commissioners on 
 behalf of such township shall subscribe the sum so 
 voted to the capital stock of said company, and shall pay 
 said subscription to said company in such manner as the 
 said commissioners on consultation with the justices of 
 the peace of said township shall believe to be best to pro- 
 mote and advance the construction and completion of 
 said railroad. 
 
 Sec. 18. In payment of said subscription the said com- 
 missioners shall issue bonds and levy taxes on all the 
 property of said township to provide for the payment 
 of the coupons and a sinking fund in the same way as 
 hereinbefore authorized to be done by the county of 
 Davie. 
 
 SEC. 19. Upon the written request of all [one-fifth] the 
 qualified voters of Lewisville township the commissioners of 
 Forsythe county are authorized and directed to cause an 
 election to be held in said township for the purpose of 
 submitting to the qualified voters thereof the question 
 of subscribing to the capital stock of said company a sum 
 not exceeding ten thousand dollars, the exact amount to 
 be determined by the wishes of those signing the said 
 written request. 
 
 SEC. 20. If a majority of all the qualified voters of said 
 township shall vote for " subscription," then the commis- 
 sioners of Forsythe county on behalf of said township 
 
6o 
 
 shall subscribe the sum so voted to the capital stock of 
 said company in such manner as said commissioners on 
 consultation with the justices of the peace of said town- 
 ship shall believe to be best to promote and advance the 
 construction and completion of said railroad. 
 
 Sec. 21. In payment of said subscription the said com- 
 missioners shall issue bonds and levy taxes on all the 
 property of said township to provide for the payment of 
 the coupons and a sinking fund in the same way as here- 
 inbefore authorized for Davie county. 
 
 SEC. 22. Upon the written request of one-fifth of all the 
 qualified voters of Mount Ulla and Scotch Irish town- 
 ships the commissioners of Rowan county are authorized 
 and directed to cause an election to be held in said town- 
 ships for the purpose of submitting to the qualified voters 
 of each township separately the question of subscribing 
 to the capital stock of said company a sum not exceeding 
 the amounts hereinbefore authorized to be so subscribed 
 by each township, the exact amount of each township sub- 
 scription to be determined by the wishes of those signing 
 the said written request. 
 
 Sec. 23. If a majority of all the qualified voters of 
 either of said townships shall at said election vote for 
 " subscription," then the county commissioners of Rowan 
 county on behalf of such township shall subscribe the 
 sum so voted to the capital stock of said company in such 
 manner as the said commissioners on consultation with 
 the justices of the peace of said township shall believe to 
 be best to promote and advance the construction and com- 
 pletion of said railroad. 
 
 Sec. 24. In payment of said subscription the said com- 
 missioners shall issue bonds and levy taxes on all the 
 property in said township to provide for the payment of 
 the coupons and a sinking fund in the same way as here- 
 inbefore authorized to be done by the county of Davie. 
 
6i 
 
 Sec. 25. Upon the written request of one-fifth of all the 
 voters of Coddle Creek township, the board of commis- 
 sioners of Iredell county are authorized and directed to 
 •cause an election to be held in said township for the pur- 
 pose of submitting- to the qualified voters thereof the ques- 
 tion of subscribing to the capital stock of said railroad 
 ■company in a sum not exceeding twenty thousand dol- 
 lars, the exact amount to be determined by the wishes of 
 those signing the said request. 
 
 Sec. 26. If a majority of ail the qualified voters of said 
 township at said election shall vote for " subscription,' 1 
 then the said commissioners shall subscribe on behalf of 
 said township the sum* so voted to the capital stock of 
 said company, in such manner as said commissioners on 
 consultation with the justices of the peace of said town- 
 ship shall believe to be best to promote and advance the 
 construction and completion of said railroad. 
 
 Sec. 27. In payment of said subscription the said com- 
 missioners shall issue bonds and levy taxes upon all the 
 property in said township to provide for the payment of 
 the coupons and a sinking fund, in the same way as here- 
 inbefore authorized to be done by the county of Davie. 
 
 Sec. 28. At every election herein authorized, those in 
 favor of subscribing to the capital stock of said company 
 shall vote a written or printed ticket "for subscription," 
 and those opposed shall so vote " against subscription," 
 and[each election shall be advertised and held under the 
 same rules and regulations as are provided for the election 
 of members of the general assembly. 
 
 Sec. 29. The bonds so issued shall be taken by said 
 company at par. 
 
 Sec. 30. The board of justices of the peace for each 
 township and their successors in office shall represent and 
 vote said township stock at any regular or special meet- 
 ing of said company. 
 
62 
 
 Sec. jr. This act shall be irr force from its rat- 
 ification. 
 
 Ratified jth day of March, A. L>. 1879. 
 
 CHAPTER 131.— AN ACT 
 For the Benefit of the Winston, Salem and* 
 
 mookesville railroad company. 
 The General Assembly of North Carolina do enact: 
 
 SECTION I. The board of directors of the penitentiary 
 shall, on application of the chairman of the board of di- 
 rectors of said railroad company, or the president of said 
 road, or an authorized agent, to employ on said road, un- 
 der the direction of the authorities of said road, and under 
 such guards as may be necessary,, as many convicts as, in 
 the opinion of the chairman of the board of directors of 
 said railroad company or the president of said road, as 
 may be required, not to exceed one hundred and fifty; 
 said convicts to be governed by and according to prison 
 rules and regulations, and under the supervision and 
 control of a superintendent appointed by and subject to 
 the penitentiary board : Provided, however, .that the ? uthori- 
 ties of the road upon which said convicts may work shall 
 pay the hire of said superintendent, and guard, feed, 
 clothe and properly care for said convicts while employed 
 upon said road. 
 
 SEC. 2. The convicts obtained under this act shall be 
 worked upon said road until the completion of the grad- 
 ing of said road. 
 
 SEC. 3. That the said chairman of the board of directors 
 of [the Winston, Salem and Mooresville] railroad com- 
 pany, or the president of said road, shall before receiving 
 the same from [the superintendent] or the directors of 
 the penitentiary aforesaid, execute a receipt, stating the 
 names of said convicts, the county where, and the offences 
 
<©f which, he was convicted, and the term of his sentence-, 
 ■and at the expiration of the sentence or the completion 
 •of the road the president of said road shall deliver the 
 •said convicts to the authorities of the penitentiary as the 
 ■case may be. 
 
 Sec. 4. Nothing in this act contained shall be con- 
 strued to interfere with, or take away any of the convicts 
 assigned to any railroad in which the state has an in- 
 terest. 
 
 Sec. 5. That this act shall be in force from and after its 
 ratification. 
 
 Ratified the 6th day of March, A. D. 1! 
 
 CHAPTER 137,— AN ACT 
 Supplementary to an Act Authorizing the work- 
 ing of Convicts on the Ore Knob and Mount 
 Airy Narrow Gauge Railroad, and the Ches- 
 ter and Lenoir, and the Caldwell and Wa- 
 tauga Narrow Gauge Railroad, and the Win- 
 ston, Mooresville and Salem Railroad, and 
 the Statesville Air-Line Railroad Company, 
 and Authorizing the Transfer of Convicts 
 from one of said railroad companies to the 
 
 OTHER. 
 
 The General A sscmbly of North Carolina do enact: 
 
 SECTION i. That the president and directors of the 
 Chester and Lenoir, and the Caldwell and Watauga Nar- 
 row Gauge Railroad Companies, the Winston, Mooresville 
 and Salem Railroad, and the Statesville Air-Line Railroad 
 Company, may, whenever they may find it to be their 
 interest to do so, turn over all the convicts assigned to 
 said railroad companies to one another for such time as 
 may be agreed upon by the president and directors of 
 said railroad companies, to be worked under the same 
 
&4 
 
 rules, regulations and provisions as to the government",, 
 feeding, guarding, clothing, &c, as by law the convicts 
 assigned to be worked on the Ore Knob and Mount Airy- 
 Narrow Gauge Railroad and the other companies are to 
 be worked. 
 
 SEC. 2. That the president and directors of the Ore 
 Knob and Mount Airy Narrow Gauge Railroad Company 
 and each of the companies may in the same man- 
 ner as provided for the transfer of convicts in section first 
 of this act, transfer the convicts assigned by law to the 
 Ore Knob and Mount Airy Narrow Gauge Railroad to 
 the Chester and Lenoir and the Caldwell and Watauga 
 Narrow Gauge Railroad Companies, or either of them „ 
 and all the convicts worked on the said Chester and Le- 
 noir, or the Caldwell and Watauga Narrow Gauge Rail- 
 roads, shall be worked upon the same terms and under 
 the same rules, regulations and provisions as to the feed- 
 ing, guarding;, clothing, &c, as by law is provided for 
 the working of convicts on the Ore Knob and Mount 
 Airy Narrow Guage Railroad. 
 
 SEC, 3. The Chester and Lenoir and the Caldwell and 
 Watauga Railroad, and the Ore Knob and Mount Airy 
 Railroad, or either of them, may turn over the con- 
 victs hereby or heretofore granted to any or all of said 
 roads, to the Cape Fear and Yadkin Valley Railroad, to 
 be worked by said Cape Fear and Yadkin Valley 
 Railroad under the same regulations and conditions as 
 the convicts heretofore granted to the said Cape Fear and 
 Yadkin Valley Railroad. 
 
 Sec. 4. All laws and clauses of laws coming in conflict 
 with this act be and the same is hereby repealed. 
 
 Ratified the 7th day of March, A. D. 1879. 
 
65 
 
 CHAPTER 243.— AN ACT 
 
 For the more speedy Procurement of the right 
 of way by the winston, salem and mooresville 
 Railroad Company, and for the better Pro- 
 tection of Land-owners over whose lands 
 said Railroad Passes. 
 
 The General Assembly of North Carolina do enact: 
 
 SECTION i. That before the Winston, Salem and Moores- 
 ville Railroad Company shall enter upon the lands of 
 any one over which they have located the track of said 
 road for the purpose of constructing the same, and with 
 whom they have failed to agree as to the amount of com- 
 pensation for the right of way over said lands, it shall be 
 lawful for the president or chairman of said railroad com- 
 pany to file a petition under oath before the clerk of the 
 superior court of the county in which said lands are situ- 
 ated, setting forth the name of the party or parties inter- 
 ested in the lands sought to be condemned, with a 
 description of the lands and a map of said line of railroad 
 as located over said lands. 
 
 Sec. 2. That upon the filing of said petition by said 
 railroad company the clerk of the court before whom said 
 petition is filed shall issue a summons to the person or 
 persons named in the petition to appear before him with- 
 in twenty days after service of said summons on him or 
 them and answer said petition; and on the coming in of 
 the answer the said clerk shall issue a writ of venire to 
 the sheriff of said county, commanding him to select the 
 names of twenty-four good and lawful men from the 
 vicinage of said lands qualified to act as jurors, 
 from which number there shall be drawn, under the 
 rules and regulations of drawing juries in the superior 
 court, twelve men, which twelve men so drawn, after be- 
 ing duly sworn by the sheriff, shall assemble within "five 
 days at some place designated by the sheriff adjacent to 
 
66 
 
 the land or lands to be condemned, and with the sheriff 
 or one of his deputies proceed upon the lands to be con- 
 demned and ascertain the actual damage done thereto by 
 reason of the construction of said Winston, Salem and 
 Mooresville Railroad, at the same time taking into con- 
 sideration the benefit accruing to said lands by reason of 
 the construction of said railroad and to deduct [the] same 
 from said amount of damage; but in no case shall the 
 benefits be considered to exceed the value of said lands 
 and a judgment be given therefor against any party or 
 parties over whose lands said road passes. Either party 
 to such proceedings may have the right of appeal; and if 
 any assessment is made against said railroad company, 
 by said amount being paid into the superior court clerk's 
 office said railroad may enter upon said lands and prose- 
 cute its work. 
 
 Sec. 3. All laws and clauses of laws in conflict with 
 this act are hereby repealed. 
 
 Sec. 4. That this act shall be in force from and after 
 its ratification. 
 
 Ratified the 14th day of March, A. D. 1879. 
 
 CHAPTER 109.— AN ACT 
 
 to incorporate the dan valley and yadkin 
 River Narrow Gauge Railroad Company. 
 
 The General Assembly of North Carolina do enact: 
 
 SECTION i. That it shall be lawful for the Dan Valley 
 and Yadkin River Narrow Gauge Railroad Company, a 
 corporation created by and under the laws of the state of 
 Virginia, passed for that purpose, and approved January 
 twenty-second, one thosand eight hundred and seventy- 
 nine, to extend, construct and operate a railroad from the 
 Virginia state line, on the border of Rockingham county 
 in this state, in the vicinity of Leaksville, to connect 
 
6 7 
 
 with its road in Virginia when completed, through the 
 counties of Rockingham, Stokes, Forsyth, Yadkin, Surry, 
 and Wilkes, or either of them, and such othei counties 
 as may be deemed necessary by said company, to reach 
 the most desirable points for such railroad or the most 
 desirable connection with any other railroad in this state: 
 and for this purpose the said company shall have, use 
 and enjoy, in this state, all the rights, franchise and priv- 
 ileges, which other corporate bodies may lawfully exercise 
 under chapter ninety-nine (99), Battle's Revisal, page 
 seven hundred and twenty-seven, entitled railroad com- 
 panies, or which were granted the North Carolina Rail- 
 road Company under its act act of incorporation, or the sev- 
 eral acts amendatory thereof: and shall have the exclu- 
 sive right of conveyance or transportation of persons and 
 things over their said railroad when constructed at such 
 charges as may be fixed by them: Provided, That noth- 
 ing herein contained shall be construed so as to exempt 
 from taxation any of the property or franchises of said 
 company. 
 
 SEC. 2. It shall be lawful to secure subscription to the 
 capital stock of said company in money, labor, land or 
 materials, such as timber, stone, lumber, or supplies 
 of any kind usually required in the construction of a 
 railroad; and it shall also be lawful to receive the bonds 
 of any city, town, county or township in payment of sub- 
 scription, and the said company may also acquire land 
 by gift or purchase, and shall have power to hold and 
 sell the same for construction or repair of their said road, 
 for depots, or other necessary purposes. 
 
 SEC. 3. That said company shall have power to build 
 branch or lateral roads, not exceeding fifty miles in 
 length, to connect with any mines, iron works or other 
 manufactories. 
 
 Sec. 4. Subscriptions to the capital stock of this com- 
 
68 
 
 pany may be made by individuals, by any city, town, 
 county or township, and by any railroad company, or 
 any mining" or manufacturing company. 
 
 Sec. 5. It shall be lawful for said railroad company to 
 borrow money for the construction, maintenance and 
 repair of its road or any branch thereof, and also to issue 
 bonds, and secure the same by mortgaging its property 
 and franchises or otherwise. 
 
 Sec. 6. It shall be lawful for said company to lease out 
 its road, property, rights and franchises to individuals or 
 to any other company or corporations, also to lease the 
 road, property, rights and franchises of any other com- 
 pany connecting with said company's road: also to con- 
 solidate its stock and property with that of any other 
 company connecting with it, whether chartered by this 
 or any other state: also to make any contract or agree- 
 ment by which the road-bed and rolling stock of said 
 company or any part thereof may be constructed and 
 used in whole or in part, by the Danville and New River 
 Narrow Gauge Railroad Company, or any other whole line 
 of railroad shall connect with said company's road. 
 
 Sec. 7. Whenever the company and the landowners 
 cannot agree for the use of land along the line of the 
 company's road, commissioners shall be appointed as pro- 
 vided for by law, to ascertain the value of the same; 
 said commissioners so appointed shall on ascertaining 
 the damages, take into consideration the advantages and 
 benefits to accrue to such landowner by the construction 
 of said road through his or her land. 
 
 Sec. 8. This act shall be in force from and after its 
 ratification. 
 
 In the general assembly read three times, and ratified 
 this the 19th day of February, A. D. 1881. 
 
6 9 
 
 CHAPTER 162.— AN ACT 
 
 To Authorize the North-Western North Caro- 
 lina Railroad Company to extend its Road 
 and to Build Branches thereof. 
 
 The General Assembly of North Carolina do enact: 
 
 Section i. That it shall be lawful for the North-western 
 North Carolina railroad company to extend and construct 
 its line of road, or a branch thereof, to commence at or 
 near Winston in the county of Forsyth, through the coun- 
 ties of Forsyth, Davidson, Yadkin, Davie, Rowan and Ire- 
 dell, or any or either of them, to Statesville or some other 
 point on the Western North Carolina railroad, and may 
 build and operate additional branches thereto, or from 
 its present main line to any important mines or manfac- 
 tories in any of said counties, or counties adjacent to 
 them: Provided, That nothing contained in this act shall 
 operate or be construed so as to prevent or interfere with 
 the construction of the North Carolina extension of the 
 Virginia Midland railroad from Danville, Virginia, via 
 Winston, Forsyth county, and Mocksville, Davie county, 
 to some point on the Atlantic, Tennessee and Ohio rail- 
 road in Iredell county; but said company is hereby au- 
 thorized to build said road under the organization and 
 consolidation heretofore made by the stockholders and 
 directors of the consolidated line composing the North 
 Carolina extension. 
 
 Sec. 2. That to provide the means in whole or in part 
 for this purpose, the said company may receive subscrip- 
 tions in money, labor, property or otherwise, as the said 
 company may agree, and may mortgage or otherwise 
 pledge its property and franchises and the work con- 
 structed, or to be constructed, with the franchises and 
 rights connected therewith. 
 
 Sec. 3. That any corporation, county, city, town or 
 
70 
 
 township interested therein, may subs .il e to stock for 
 said purpose or othe; wLe cuiitribute 'o such work in 
 such manner and in such amount -as shall be determined 
 by the proper authorities of such corporation, county, city, 
 town or township, and agreed on with the said North- 
 western North Carolina railroad company. 
 
 Sec. 4. This act shall be in force from and after its rati- 
 fication. 
 
 In the general assembly read three times, and ratified 
 this the 2nd day of March, A. D. 1881. 
 
 CHAPTER 205.— AN ACT 
 To Secure the Completion of the North Caro- 
 lina Midland Railroad. 
 
 The General Assembly of North Carolina do enact: 
 
 Section i. That the stockholders of the North Carolina 
 Midland Railroad Company, resident in this State, shall 
 have power, in a meeting of such stockholders to be called 
 as hereinafter provided, to rescind any action by which 
 they have heretofore accepted any subscription from the 
 Virginia Midland Railroad Company, or other parties 
 non-resident in North Carolina: Provided, that the North 
 Carolina Midland Railroad Company shall adjust any 
 claims against it held by the Virginia Midland Railroad 
 Company or other parties, in accordance with the condi- 
 tions of contracts heretofore existing. 
 
 SEC. 2. That upon request of stockholders owning and 
 representing one-fourth of the stock held in North Caro- 
 lina, it shall be the duty of the vice-president of the North 
 Carolina Midland Railroad Company, resident in the 
 State, to call a meeting of all the stockholders residing in 
 this State, notice having been issued to each stockholder 
 in accordance with the rules of the company. 
 
 Sec. 3. The North Carolina Midland Railroad Company 
 
7i 
 
 is hereby authorized to call upon the penitentiary author- 
 ities for one hundred and fifty convicts, not otherwise 
 appropriated, to be paid for at the rate of one hundred 
 and twenty-five dollars each per year, in cash or bonds of 
 the counties, townships, cities and towns along the line 
 of said railroad. 
 
 Sec. 4. That this act shall be in force from and after 
 its ratification. 
 
 In the General Assembly read three times, and ratified 
 this the 4th day of March, A. D. 1885. 
 
 CHAPTER 99.— Battle's Revisal. 
 
 58. It shall and may be lawful for any railroad company 
 or other corporation, organized under the laws of this 
 State, or of this State and any other State, and operating 
 a railroad or bridge either wholly within or partly within 
 and partly without this State, to merge and consolidate 
 its capital stock, franchises and property with the capital 
 stock, franchises and property of any other railroad com- 
 pany or companies organized under the laws of this State, 
 or under the laws of this State and any other State, or 
 under the laws of any other State or States, whenever 
 the two or more railroads of the companies or corpora- 
 tion so to be consolidated shall or may form a continuous 
 line of railroad with each other or by means of any in- 
 tervening railroad, bridge or ferry. 
 
 59. Said consolidation shall be made under the condi- 
 tions, provisions and restrictions, and with the powers 
 hereafter in this chapter mentioned and contained, that 
 is to say: 
 
 (1.) The directors of the companies proposing to con- 
 solidate may enter into a joint agreement under the cor- 
 porate seal of each company for the consolidation of said, 
 companies and railroads, and prescribing the terms and 
 conditions thereof, the mode of carrying the same into 
 
72 
 
 effect, the name of the new corperation, the number and 
 names of the directors and other officers thereof, and who 
 shall be the first directors and officers, and their pieces 
 of residence, the number of shares of the capital ot< ck, 
 the amount or par value of each share, and the manner 
 of converting the capital stock of each of the said compa- 
 nies into that of the new corporation, and how and when 
 directors and officers shall be chosen, with such other de- 
 tails as they shall deem necessary to perfect such new 
 organization and the consolidation of said companies or 
 railroads. 
 
 (2.) Said agreement shall be submitted to the stock- 
 holders of each of the said companies or corporations at 
 a meeting thereof called separately for the purpose of 
 taking the same into consideration; due notice of the 
 time and place of holding said meeting, and object there- 
 of, shall be given by each company to its stockholders 
 by written or printed notices, addressed to each of the 
 persons in whose names the capital stock of such com- 
 pany stands on the books thereof, and delivered to such 
 persons respectively or sent to them by mail when their 
 postoffice address is known to the company, at least 
 thirty days before the time of holding such meeting, and 
 also by a general notice, published daily for at least four 
 weeks in some newspaper printed in the city, town or 
 county where such company has its principal office or 
 place of business ; and at the said meeting of stock- 
 holders the agreement of the said directors shall be con- 
 sidered and a vote by ballot taken for the adoption or 
 rejection of the same, each share entitling the holder 
 thereof to one vote, and said ballots shall be cast in per- 
 son or by proxy, and if two-thirds of all the votes of all 
 the stockholders shaal be for the adoption of said agree- 
 ment, then that fact shall be certified thereon by the 
 secretaries of the respective companies under seals there- 
 
73 
 
 of, and the agreement so adopted, or a certified copy 
 thereof, shall be filed in the office of the Secretary of 
 State, and shall from thence be deemed and taken to be 
 the agreement and act of consolidation of the said com- 
 panies; and a copy of the said agreement and act of con- 
 solidation, duly certified by the Secretary of State under 
 his official seal, shall be evidence in all courts and places 
 of the existence of said new corporation, and that the 
 foregoing provisions of this chapter have been fully ob- 
 served and complied with. 
 
 60. Upon the making and perfecting of such agreement 
 and act of consolidation as hereinbefore provided, and 
 filing the same or a copy thereof in the office of the Sec- 
 retary of State as aforesaid, the said corporations, parties 
 thereto, shall be deemed and taken to be one corpora- 
 tion by the name provided in said agreement and act, 
 but such act of consolidation shall not release such new 
 corporations from any of the restrictions, liabilities or 
 duties of the several corporations so consolidated. 
 
 61. Upon the consummation of said act of consolida- 
 tion as aforesaid, all and singnlar the rights, privileges, 
 exemptions and franchises of each of said corporations, 
 parties to the same, and all the property, real, personal 
 and mixed, and all debts due on whatever account to 
 either of said corporations as well as all stock subscrip- 
 tions and other things in action belonging to either of 
 said corporations shall be taken and deemed to be trans- 
 ferred to and vested in such new corporation without 
 further act or deed; and all claims, demands, property, 
 rights of way and every other interest, shall be as effectu- 
 aily the property of the new corporation as they were of 
 the former corporations, parties to the said agreement 
 and act, and the title to all real estate taken by deed or 
 otherwise, under the laws of this State vested in either of 
 such corporations, parties to said agreement and act, 
 
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 shall not be deemed to revert or be in any way impaired 
 by reason of this chapter or anything done by virtue 
 thereof, but shall be vested in the new corporation by 
 virtue of such act of consolidation. 
 
 62. The rights of all creditors and all liens upon the 
 property of either of said corporations, parties to said 
 agreement and act, shall be preserved unimpaired, and 
 the respective corporations shall be deemed to continue 
 in existence to preserve the same; and all debts and lia- 
 bilities incurred by either of said corporations except 
 mortgages, shall thenceforth attach to such new corpora- 
 tion and be enforced against it and its property to the 
 same extent as if said debts or liabilities had been in- 
 curred or contracted by it. No suit, action or other pro- 
 ceeding pending before any court or tribunal in which 
 either of said railroad companies is a party shall be deem- 
 ed to have abated or been discontinued by the agreement 
 and act of consolidation as aforesaid, but the same may 
 be conducted in the name of the existing corporation to 
 final judgment, or such new corporation may be, by order 
 of the court, on motion, substituted as a party. Suits 
 may be brought and maintained against such new corpo- 
 ration in the courts of this State for all causes of action 
 in the same manner as against other railroad corporations 
 therein. 
 
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