ARTICLES OF INCORPORATION • • • • , OF THE • • • • • • *. • *• • • • *.. • • • • • • • • mimyyi anil o to ;i -XL rn t r a I li-A.ILnOA. 13 COMPANY, OCTOBER 30, 1854. NEW-YOEK: PRINTED BY EDWARD O. JENKINS, 114 NASSAU STREET. 1 8 5 4 . • • • • • 3 is 1 1 > *4 Af 4 e Cc V"..b6u\RD of directors. • ,• •* •* •••••• •*•** „ TflOM A£?WALKER, Fort Des Moines, Iowa. JA&.H. GfrWER, Iowa City, * ,*• .»** • ••• • *.*•*• JOH2JI QUt!BERTSON, Tipton, •** *• ANDREW T. HALL, Boston, Massachusetts. • •••• GEORGE BELDEN, SAMUEL FOWLER, ABEL CHANDLER, THEODORE PERRY, DAVID A MITCHELL, PETER P, DEMAREST, SAMUEL H. BARNES, BURR B. ANDREWS, and TIMOTHY R. CRAWFORD. New York. U U u u u -♦ ♦> OFFICERS. ABEL CHANDLER, New York, President. THOMAS A WALKER, Iowa, Vice President. w.. o 'i ■> -) 5 o > ) ■> MISSISSIPPI AND IOWA CENTRAL RAILROAD f COMPANY. To all whom these presents may come: Know ye, that we, S. H. Baknes, Morgan Gray, P. P. Demarest, Theodore Perry, A. Chandler, Edward W. Serrell, D. A. Mitchell, Geo. Belden, Z. W. Arnold, B. B. Andrews, Do hereby and by these presents associate ourselves together as a Railroad Corporation, to continue in existence for and during the full period of Fifty Years next after the date of this our organization, for the purpose of surveying, locating, budding, constructing, owning, and maintaining, and operating a Railroad, with single or double track, from the narrows of the Mississippi River, at or near the village of Lyons, in Clinton County, State of Iowa, to the Missouri River at Council Bluffs, or any point on said river, either above or below said Council Bluffs, where the said Directors of said Railroad Company may choose to locate the same. The distance about tlnve hundred and eight miles ; and said Association are and do hereby declare themselves a body cor¬ porate and politic, and that the corporate name of said Company is and shall be known by the name of the Mississippi and Iowa Central Railroad Company, and by that name shall have succession for the period of Fifty Years aforesaid, from and after the said date of this organization. The amount of the capital stock shall be Fifteen Million Dollars, and divided into shares of One Hundred Dollars each. The business of said Corporation shall be managed by Thirteen I* ZSQ 33 Directors, and that its principal place of doing business will be at Lyons, in the County of Clinton, State of Iowa. Dated this 2Q«th day of October, A.D., 1854. 0 1 Signed, sealed,,’ and de-"| iive'red in presence of I Joiijc R.'^mith, j* J W.“'C t Brown. r <• f ‘ * e «. « 4 ^ S. H. B ARNES, Morgan Gray, P. P. Demarest, Theodore Perry, A. Chandler, Edward W. Serrell, D. A. Mitchell, George Belden, Z, W. Arnold, B. B. Anrdews. And now on this 20th day of October, A.D. 1854, the Corporators who have associated together as above specified, and for the purposes in the above agreement of association and organization as a corporate body, do hereby, and by these presents, make, constitute, and appoint the following-named persons, who shall constitute the Board of Ditectors for the first year, to wit: Thomas A. Walker, of Fort Des Moines; James H. Gower, of Iowa City, and John Culbertson, of Tipton, in the State of Iowa ; Andrew T. Hall, of Boston, Massachusetts; George Belden, Samuel Fowler, Abel Chandler, Theodore Perry, David A. Mitchell, Peter P. Demarest, Samuel H. Barnes, Burr B. Andrews, and Timothy R. Crawford, of the City and State of New York. And adopt the following articles of incorporation, to wit: Article 1st.— We do hereby, and by these presents, form ourselves into a corporation for the purpose of surveying, locating, constructing, owning, maintaining and operating a Railroad, with single or double track, from the narrows of the Mississippi River, at or near Lyons, in < Clinton County, State of Iowa, to the Missouri River, at Council Bluffs, or at any other point on said river, either above or below said Council Bluffs, where the Directors of said Company may choose to locate said Railroad, distance about three hundred and eight miles, and also to o construct Branch Roads to and from the North and South, connecting with the main trunk line at such points or places as the Directors of said Company may choose to locate from time to time, during the ex¬ istence of the said Corporation. Article 2d. —The name of said Corporation shall be the Mississippi and Iowa Central Ralroad Company, and the same shall commence at the date hereof, and have perpetual succession for the period of fifty years from and after the date of the Articles of Incorporation, and expire on the 20th day of October, A. D. 1904. Article 3d. —And the said Corporation, by the name of the Missis¬ sippi and Iowa Central Railroad Company, is vested with full power to contract and be contracted with, sue and be sued, plead and be im¬ pleaded in any and all courts of law or equity ; to have and use a common seal, and alter the same at pleasure ; make rules, regulations and by-laws, for the management of its property and the regulation of its affairs. Article 4th. —The capital stock of said Company shall be fifteen million dollars, and divided into shares of one hundred dollars each. Article 5th. —The greatest amount of indebtedness or liability to which said Incorporation shall be subject, during its continuance, at any one time, shall not exceed two thirds its capital. Article 6th.— The private property of individual members is hereby exempt from all liability for the debts of the said Corporation. Article 7th. —The business of said Incorporation shall be managed by a board of thirteen Directors. The said Directors shall have power to fill any vacancy that may occur in their number by death, resigna¬ tion, neglect to meet with the Board and act, after proper notice being given, or otherwise. The Directors shall give twenty days’ notice in some newspaper published at Iowa City, or at the village of Lyons, State of Iowa, for twenty consecutive days, of the time and place at which a meeting of the stockholders will be holden, for the election of Directors for the year next following the first after this orgmization and like notice is to be given by the Directors annually for the election of Directors at the time and place appointed for that purpose. The Directors, or a majority of them, shall act as inspectors and judges of the election. The stockholders present in person or proxy shall pro¬ ceed by ballot to elect their Directors from themselves, and said Direc- 6 tors, acting as judges as aforesaid, shall certify the result of said elec¬ tion under their hand, which said certificate of election shall be entered in the book of the Corporation, and shall be sufficient evidence of the Directors therein named. Each stockholder shall be entitled to vote in person or by proxy, duly authorized, and to vote for every share he may- own for at least ten days previous to the commencement of the election, and a plurality of votes shall determine the choice. Article 8th. —The Directors shall open books for subscription to the capital stock of said Corporation at such times and in such places as as they shall deem proper, and to require payments of subscription to the capital stock to be made at such limes, and in such portions, and on such conditions, as they shall deem proper. The Directors shall give notice of the payment required, and of the place where, and the time when. The same are required to be made at least thirty days previous to the time of requiring payment, by publication in a news¬ paper published in the State of Iowa, and if any stockholder shall fail to make payments thus required, and notice having been given as afore¬ said, the Directors shall have power to declare the stock of said stock¬ holder forfeited, and all previous payments made thereon. Article 9th. —Said Corporation is hereby empowered to make con¬ tracts, purchase, receive, and hold such real estate as may be necessary and convenient in accomplishing the object for which this Corporation is created, and may also receive, take, and hold all such voluntary grants of land and real estate as shall be made to said Corporation, for the purposes above-mentioned. Article 10th. —The stock of stockholders subscribed to the capital stock of said Company is hereby made and declared transferable by assignment, and is only transferable on the books of the Corporation. Such transfer is not valid except as between the parties thereto until it is regularly entered on the books of the Company, so as to show the name of the persons by whom and to whom transferred ; the number or other designation of the shares, and dale of transfer; but such transfer shall in nowise exempt the person or persons making such transfer from any liability or liabilities to said corporation which were created prior to such transfer, nor shall such transfer release said stock¬ holder from making or causing to be made strict and full payment to the Company for said stock so subscribed. Article IItii. — It shall be the duty of the Directors to issue a cer¬ tificate to each subscriber, therein certifying the number of shares that such stockholder shall have subscribed to the capital stock of said Company, when five per cent, on the amount of such stock shall have been paid in thereon ; which certificate shall be signed by the President and countersigned by the Secietarjr of said Company. Article 12th. —It shall be the duty of the Treasurer to endorse on the said certificate, which shall be held by any stockholder, every sum which shall be received by such Treasurer, and the t ; me when such shall have been received. Article 13th.— The President and Directors of said Company are vested with full power to appoint the Secretary, Treasurer, and all other subordinate officers, agents, and servants to carry out the objects of this Corporation, and as the business of the Corporation may re¬ quire, allow them a suitable compensation, prescribe their duty, and require such bonds for the faithful performance of their duties in such penal sum and with such securities as they may choose, who shall hold their office during the pleasure of a majority of the Directo:s of said Corporation. Article 14th. —The Directors of said Company, at their first meet¬ ing after their organization, shall proceed to elect one of themselves Pre¬ sident, and also one of themselves Vice-President of the Board for the first year, and in case of vacancy of said office or offices, by death, re¬ signation, neglect to act, or refusal to act, or neglect to attend the meetings or otherwise of the said Boaid, when proper notice has been given, then said Directors may in like manner proceed to fill such va¬ cancy or vacancies, and the said Directors, at their first meeting after every annual election shall in the above manner proceed to elect one of their own number for President and Vice-President of said Boaid for the year next following the election ; but it is understood that said election of President and Vice President is to take place at their first meeting, as aforesaid, when a majority of said Directors shall be pre¬ sent ; and should no choice be made for President and Vice-President, at their first meeting as aforesaid, then they shall proceed at their next meeting in like manner to elect a President and Vice-President, and continue so to do until they shall effect an election. Article 15tii.—A meeting of the Board of Directors may be held for the purpose of this oiganization, and for the transaction of any business j 8 t any other place in the State of Iowa, other than at the village of Lyons, r at any place out of the State of Iowa, on five days notice being given f the time and place of such meeting; but a majority of the whole lumber of Directors shall be necessary in such case to constitute a uorum ; and the President and Secretary, or any three Directors, shall iave power to call a meeting of the Directors, provided for in this or ny other article of this Association. Article I 6th. —The Directors shall have power at any regular meet- ig to appoint a Committee, fiom among themselves, of not less than hree, to transact any business they may deem proper, whose acts shall ie binding on the Company ; but a full and correct statement of the •roceedings of the said Committee, and also the Board of Directors rovided for in Article 15th, shall be kept, and shall be entered upon he regular books of the proceedings of the Company. SECRETARY'S OFFICE, IOWA, ) Iowa City, Nov. 4, 1854. \ I, George W. McCleaky, Secretary of State of the State of Iowa, lo hereby Certify that the Articles of Incorporation of the Mississippi nd Iowa Central Railroad Company were filed and recorded in my )ffice on the fourth day of November, A.D. 1854, in Record Book *o. 1, page *70 of the Records of Incorporations in my Office. In testimony of which, I hereto set my hand, and affix the Gieat Seal of the State of Iowa, at Iowa City, the dale above written. GEORGE W. McCLEARY, Secretary of State,