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BY-LAWS 
 
 Cljirago aitir lUxli |slaiiir 
 
 MIL ROAD COMPANY. 
 
 ADOPTED JUNE 9th, 1858. 
 
 NEW YORK: 
 BEXJAMIX F. CORLIES, STATIOXER AXD PRIXTER, 
 
 No. 3 1 NASSAU STREET. 
 1858. 
 
BY-LAWS 
 
 Cljicago ^ llflck Island Eail |Uat( Cs. 
 
 Adopted June 9th, 1858. 
 
 ARTICLE I. 
 
 Meetings of Stockholders. 
 
 The Annual Meetings of Stockholders and the election 
 of Directors shall be held on the Friday after the first 
 Monday in June, at such place in the State of Illinois as 
 the President or Board of Directors may appoint. 
 
 Notice of the time and place of meeting shall be signed 
 by the President and Secretary, and published in the state 
 paper, and in each of the counties on the line of the road, 
 where a newspaper is published, and in the City of Xew 
 
York, at least thirty days previously; and all special meet- 
 ings shall be convened on like notice. • 
 
 Special Meetings shall be convened by order of the 
 Board of Directors, and whenever Stockholders owning one- 
 fourth part of all the capital stock shall apply therefor, in 
 writing, and the application be directed and delivered to 
 the President and Secretary. 
 
 The business of Special Meetings shall be confined to the 
 objects specified in the notice. 
 
 At all meetings. Stockholders may vote in person, or by 
 agent or proxy, and shall have one vote for each and every 
 share of stock standing in their names. 
 
 ARTICLE II. 
 
 Election of Directors. 
 
 Directors shall be chosen from among the Stockholders 
 of the Company, and their election shall be by ballot. 
 
 At all elections of Directors, the Board of Directors 
 shall be judges of the qualifications of voters; shall pre- 
 scribe rules and regulations for voting, and cause the result 
 of the election to be entered in full on their minutes. 
 The Board may commit its powers in this matter to a 
 committee of its own members. 
 
 The election shall be held on the day designated for that 
 purpose, unless prevented by accident, in which case the 
 Board shall designate another day for the election. 
 
5 
 ARTICLE III. 
 
 •• . Officers of the Company. 
 
 The oiriccrs of this Coi!i})any shall consist of a President, 
 Secretary, Treasurer, auei an Executive Committee of five 
 members, of which the President shall be one; a A^ice 
 President also, may at any time bo appointed. The Presi- 
 dent and Executive Committee shall be chosen from the 
 members of the Board. 
 
 ARTICLE IV. 
 
 Board of Directors. 
 
 The Board of Directors, at their first meeting after 
 every annual election, shall elect, by ballot, the President, 
 Secretary and Treasurer ; and also the Vice President, 
 when they shall determine to have such an officer; and 
 such officers shall hold their offices during the pleasure of 
 the Board. 
 
 They may also appoint a Superintendent, Engineers, 
 Agents, and such other officers as they may judge proper, 
 and prescribe their salaries; fill vacancies in their own 
 body from among the Stockholders, each by ballot; an 
 Executive Committee of five members from their own 
 bod}^ to which the}- may delegate power to do any and 
 all acts which they themselves are authorized to do, except 
 such acts as by Law, or the By Laws, must be done by the 
 Board itself. In the absence of the President, appoint a 
 Chairman pro tempore; during a prolonged absence or ina- 
 
6 
 
 bility of the President or other officers, appomt substitutes 
 pro tempore; and on the death or resignation of the presi- 
 dent or other officer, they shall fill the vacancy. 
 
 A majority of the Directors shall be required to consti- 
 tute a quorum for the transaction of business; but less 
 than a quorum may adjourn from time to time. 
 
 By this Board of Directors, elected as provided in Art. 
 II, the whole affairs of the Company shall be managed 
 and directed. , 
 
 ARTICLE V. 
 
 President. 
 
 The President shall preside at all meetings of the Stock- 
 holders or Directors, if present ; he shall have a general 
 care, supervision and direction of the affairs of the Com- 
 pany and of the Employees, under the direction of the 
 Board of Directors ; and shall have such powers, and per- 
 form such .duties, as may from time to time be conferred 
 upon him, or be prescribed by the Board of Directors ; he 
 shall cause to be transmitted to the Secretary monthly 
 statements of expenses and receipts that accrue in the 
 operations of the road; he shall have power to call meet- 
 ings of the Board from time to time when he shall think 
 proper ; but it shall be his duty to call them when re- 
 quested by any two Directors, in writing ; he shall sign aU 
 certificates of stock, and is hereby authorized to sign them 
 in blank, and leave them in sufficient numbers with the 
 Secretary. 
 
7 
 ARTICLE VI. 
 
 Secretary. 
 
 It shall bo the duty of the Secretary to notify all meet- 
 ings of the Board of Directors or Executive Committee, 
 when required by the President, or when required by any 
 two Directors, in writing ; to attend such meetings when 
 practicable ; keep true records of the proceedings ; attest 
 such recoi'ds after every meeting by his signature ; safely 
 keep all doiuments and papers which sh[M come into his 
 possession ; account for all moneys, funds and property of 
 the Company which may come into his hands, either as 
 Secretar)' or for the Treasurer ; deposit the moneys or ne- 
 gotiable bills so received, immediately in the bank where 
 the Compan3^'s accounts are kept, to the credit of the Com- 
 pany ; countersign the Treasurer's drafts on the bank for 
 the withdrawal of the moneys so deposited in tlie New 
 York banks: and truly keep the books and accounts of the 
 Company appertaining to his office, so as at all times to 
 show the real condition of the Company's affairs ; and shall 
 present statements thereof when required by the Board ; 
 he shall keep books upon which transfers of Stock may be 
 made by any Stockholder, or his attorney duly constituted 
 in writing; also a Stock Ledger and Certificate Book; issue 
 new certificates upon the transfer of shares and surrender 
 of the old certificates, and keep a register of all certificates 
 so issued. 
 
 A book or books of certificates shall be prepared, which 
 the President will sign in blank and leave with him, and 
 
which, when properly filled in, he is, while acting as Regis- 
 ter, to countersign and register before presenting them to 
 the Treasurer for his signature. 
 
 The Transfer Books shall be closed for thirty days prior 
 to the annual election; and on the day of election he shall 
 furnish, for the use of the Inspectors, an alphabetical list 
 of the names of all the Stockholders holding stock after the 
 books shall have been so closed. 
 
 He shall keep^ the common seal of the Company, which 
 bears the words — "Chicago and Rock Island Rail Road 
 Company" — and which he shall only use for the authenti- 
 cation of such certificates, contracts and other papers as 
 require the same to give them validity. 
 
 ARTICLE YII. 
 
 Treasurer. 
 
 It shall be the duty of the Treasurer to keep and account 
 for all moneys, funds and property of the Company, which 
 shall come into his hands; the money, when bankable, to 
 be deposited in bank as soon as received by him; and shall 
 render such accounts, and present such statements to the 
 Directors and Executive Committee, as may be required 
 of him. 
 
 Disbursements shall only be made by him under resolu- 
 tions of the Board of Directors, or of the Executive Com- 
 mittee. 
 
 He shall sign Certificates of Stock, when presented ta 
 
9 
 
 liim, after they shall have been signed by the President 
 and countersigned by the Register. 
 
 He shall sign checks on bank for authorized disburse- 
 ments, and shall give instructions to the bank to pay his 
 checks onl}^ when countersigned by the Secretary or by 
 one of the Directors, so that two names shall be requisite 
 to draw money from the bank. 
 
 He shall liold his office until his successor shall have 
 been appointed and accepted. 
 
 ARTICLE YIII. 
 
 Executive Committee. 
 
 The Executive Committee shall possess and exercise, by 
 a majority of all its members, all the powers and duties of 
 the Board of Directors, but only when the Board shall not 
 be in session. 
 
 They shall keep a record of all their proceedings, which 
 shall be certified by the Secretary of the Committee, under 
 his hand, which record shall be read at the next ensuing 
 meeting of the Board of Directors. 
 
 The Secretary of the Company shall call meetings of this 
 Committee, on the requisition of the President of the 
 Board, or Chairman of the Committee, or of any one of 
 its members. 
 
10 
 ARTICLE IX. 
 
 Alterations of By-Laws. 
 
 These By-Laws may be altered and amended at any 
 meeting of the Board of Directors, by a vote of a majority 
 of all the members.