PERSONS, PHILIP S JUSTICE, ELKANAH COBB, JOHN V. BEAN, PHILIP WILSON, J. HOWARD MITCHELL, EDWIN TOWNSEND, THE MERCANTILE BANK OF HARTFORD, Conn., AUGUST SAUTHOFF, CHARLES QUENTIN, JOHN H TESCH, BYRON KILBOURN, NATHANIEL S. BOUTON, THE JUNEAU BANK, THE MILWAUKEE, WATERTOWN AND BARABOO VALLEY RAILROAD COMPANY, CICERO COMSTOCK, GEORGE W. CHAPMAN, MOSES M. DAVIS, CHARLES HOWARD AND HENRY VALETTE. In Equity. Deed of trust or mortgage, dated August 17, 1857, La Crosse and Milwaukee Railroad Company to Greene C. Bronson and James T. Soutter. (2d Mortgage E. Div.) Amount, $1,000,000. Bill of complaint filed December 9, 1859. Decree signed January 13, 1862. Amount of decree, $65,260 for interest, and $500,000 for bonds; 50 per cent. All and singular the railroad of said company, commencing in the city of Milwaukee, and running thence to Portage City, a distance of ninety- five miles, which road has been constructed and is now in full operation; and also the railroad of said railroad company (as well as that part which has been constructed as that which remains to be constructed), from Watertown by the way of Columbus to Midland (where it connects with the main line of the railroad of said company), a distance of forty miles, one-half of which Jast mentioned road, being the part between Watertown and Columbus, has been constructed and is now in full operation, including all and singular the several tracts, pieces or parcels of land which now are, or may hereafter be or constitute the site of the roadways, turn-outs, engine houses, workshops, depots and other buildings, and all the other land and real estate which now constitute, or may hereafter constitute, or be a part of or appertain to said railroads, or either of them. And also all and singular the superstructure of said railroads, whether now made or to be made hereafter, and all the engine houses, workshops, depots and other buildings, and all the other improve. ments on or appertaining to said railroads or either of them, whether now built or made, or to be built and made hereafter. And also all and singular the locomotive engines and other rolling stock, and all the other equipments of every kind and description, which have already been or may hereafter be procured for or used on said railroads or either of them; and all the materials, tools, implements and utensils, and other personal property which have been or may hereafter be procured for or used in connection with said railroads or either of them. And also all and singular the rights, liberties, privileges and franchises of said railroad company, so far as they relate to said railroads, from Milwaukee to Portage City, and from Watertown by way of Columbus, to Midland aforesaid. And it is hereby declared to be the intention of the parties to these presents to convey to and vest in said parties of the second part, all the property, real and personal, of said railroad company to be acquired hereafter as well as that which has already been acquired, together with all the rights, liberties, privileges and franchises of said railroad comp ny in respect to said railroads from Milwaukee to Portage City and from Watertown by the way of Columbus to Midland, as fully and amply as the same might be conveyed if said railroads had already been fully constructed and equipped. Said railroad from Milwaukee to Portage Čity, is subject to a first mortgage on the same of ten thousand dollars per mile, amounting in the aggregate to nine hundred and fifty thousand dollars; the first eighteen miles of said road from Milwaukee westward, is subject to a second mortgage of one hundred and fourteen thousand dollars; and the next forty miles of said road westward of the eighteen miles is subject to a second mortgage of two hundred thousand dollars. On the 23d of February, 1864, the supreme court of the United States decided that the bonds were valid for the full amount of one million dollars. June 12, 1863. Order putting the Milwaukee and St. Paul Railway Company into possession. March 5, 1867. New decree or order of sale of mortgaged premises. RECORDS OF RAILWAY COMPANIES. ARTICLES OF ASSOCIATION. ORGANIZATION OF CHICAGO AND NORTHWESTERN R. R. CO This certificate attests that: WHEREAS, the railroad of the Chicago, St. Paul and Fond du Lac Railroad Company, was sold by virtue of two several mortgages or deeds of trust, by advertisements in pursuance of powers or authorities in such mortgage or deeds of trust contained; which said sales were made a Janesville, in the state of Wisconsin, on Thursday, ths 2d day of June, 1859; and WHEREAS, At such sales the undersigned became the purchasers of said railroad, and of the appurtenances and the property and franchises of the said company, and acquired title thereto by a conveyauce executed and deliv. ered to them by James Winslow, trustee, under one of the said mortgages or deeds of trust, commonly known as the first mortgage of said company, and by a conveyence executed and delivered to them by William A. Booth and James H. D. Lanier, trustee under the other mortgage or deed of trust com. monly known as the land grant mortgage of the said company; and WHEREAS, The said purchasers desire to form a corporation under and by virtue of the laws of the state of Wisconsin, as well as of the laws of the states of Illinois and Michigan. Now, therefore, in conformity to the provisions of an act to facilties and authenticate the formation of a corporation by the purchase of the Chicago, St. Paul and Fond du Lac Railroad Company, approved March 14, 1859, and the laws of the said state of Wisconsin, and to an act of the state of Illinois, entitled an act to authorize the sale of the Chicago, St. Paul and Fond du Lac Railroad, and to enable the purchasers thereof to form a corporation, approved February 19, 1859, and to the laws of the said state of Illinois, We James I. Gilden and Ossian D. Ashley, purchasers as aforesaid, do hereby certify and declare: 1st. The corporate name of the said corporation shall be Chicago and Northwestern Railway Company. 2d. The number of the directors shall be thirteen, until the number thereof shall be otherwise fixed by a by-law adopted at a meeting of stockholders duly held, and thereafter the number shall be as the by-laws of the said company, for the time being, shall prescribe. 3d. The directors of the said company for the first year will be William B. Ogden, Perry H. Smith, E. W. Hutchings, George M. Bartholomew, Charles Butler, Thomas H. Perkins, Mahlon D. Ogden. Alexander C. Coventry, Henry Smith, James R. Young, John J. R. Pease, M. C. Darling, and Albert Wins low, who are hereby declared to be elected and appointed as such directors. In witness whereof, we, the said purchasers, have hereunto set our hands and seal, this sixth day of June, 1859. Signed, sealed and delivered in presence of W. T. PELTON, REORGANIZATION OF MINERAL POINT RAILROAD COMPANY. WHEREAS, The Mineral Point Railroad Company, a corporation duly created by an act of the legislature of the state of Wisconsin, approved on the seventeenth day of April, in the year one thousand eight hundred and fifty. two, did, on or about the first day of January, in the year one thousand eight hundred and fifty-six, execute and deliver a certain indenture of mortgage, dated the day last mentioned, to Lucian D. Coman and David R. Martin, and did, also, on or about the sixth day of June, in the year one thousand eight hundred and fifty-seven, execute and deliver to the said Lucian D. Coman and David R. Martin, à certain other indenture of mortgage, dated the day last mentioned, by way, among other things, of further assurance, by which said indentures of mortgage the said company conveyed to said Lucian D. Coman and David R Martin, in trust to secure the payment of certain bonds in said indenture of mortgage mentioned, all of the railroad of the said com. pany, extending from the village of Mineral Point, Wisconsin, to the village of Warren, in the state of Illinois, being thirty-two and two-third miles of road constructed, together with all and singular the railways, lands procured or occupied for right of way, together with the bridges, fences and real estate owned by said company for the purpose of said road, or which thereafter might be acquired or owned by them, and all the tolls, income, issues and profits to be had from the same, and all lands used for and occupied by depots or stations with all buildings standing thereon or which might be procured therefor, together with all locomotives, engines, tenders, passenger cars and freight cars, shops, tools and machinery then owned or thereafter to be acquired by said company, and in any way belonging or appertaining to said railroad then contracted and to be contracted, including all its property, real and personal, pertaining to said railroad, and all its rights, credits and franchises thereunto appertaining, and all and singular the corporate property, tools, issues, profits, rights, credits and franchises; also the locomotives, passenger cars, as follows: three locomotives named the "John C. Fremont," "The Mineral Point," and "The Warren;" also three passenger cars and forty freight cars, used upon said railroad, and particularly all the property acquired by said company subsequently to the first day of January in the year one thousand eight hundred and fifty-six; and, WHEREAS, Default having been made by the said company in the payment of the interest due on the said bonds, the said David R. Martin and Lucian D. Coman, who resided in the state of New York, did, as parties complainant, on the ninth day of April, in the year one thousand eight hundred and fifty-nine, file their bill of complaint in the district court of the United States for the district of Wisconsin, against the said company, Samuel D. Hastings, treasurer of the state of Wisconsin, John M. Keep, George L. Schuyler and Thomas McFarland, setting forth, among other things, the execution and delivery of the indenture of mortgage aforesaid and the default last aforesaid, and praying among other things that the property mortgaged as aforesaid might be sold, and that out of the moneys arising from such sale the said complainants might be paid the sum of money due them on the bonds aforesaid in trust, etc.; and that the said defendants, and all persons claiming under them, or any or either of them, might be barred and foreclosed from all equity of redemption of, in or to the property mortgaged as aforesaid, and also praying for process of subpœna against said defendant; and, WHEREAS, Jurisdiction having been duly acquired by said court over said defendants by the issuing and service of process of subpoena and otherwise, such proceedings were in the said suit or action thereafter had. That afterwards and on the sixteenth of February, in the year one thousand eight hundred and sixty-one, a final decree was made therein, ordering and decreeing, among other things, the foreclosure prayed for as aforesaid, and the sale of all the property mortgaged as aforesaid; to which decree reference is here made for the fuller particulars; and, WHEREAS, The said railroad of the said company, and all the property mortgaged as aforesaid, was on the sixth day of November, in the year one thousand eight hundred and sixty-one, in pursuance of such decree, sold at the city of Milwaukee by the marshal of the United States for said district, and James C. Carter, one of the undersigned, became the purchaser thereof at such sale, and such sale having afterwards been duly confirmed by the court aforesaid, the marshal did, on the 12th day of November, in the year last aforesaid, in pursuance of the power and authority in him vested by the decree aforesaid, execute and deliver under his hand and seal unto said James C. Carter, a certain deed dated the day last aforesaid, whereby he conveyed unto the said James C. Carter, all the said railroad and all the property mortgaged as aforesaid as herein before described; and, WHEREAS, The said James C. Carter, did by his deed or instrument of assignment duly execute and delivered, bearing date the 12th day of November, in the year last aforesaid, convey and assign unto the undersigned Samuel T. Holmes, Asahel Finch, Luther Beecher, Henry Koop and George W. Cobb, to each severally, one undivided five thousandth part of the property so conveyed to him by said marshal, and described in the said deed received by him from the marshal as aforesaid. Now, therefore, the said James C. Carter, the said purchaser, and the said Samuel I. Holmes, Asahel Finch, Luther Bucher, George W. Cobb and Henry Koop, his associates and assigns, for the purpose of organizing the said Mineral Point Railroad Company anew, under and in pursuance of the provisions of section 33 (thirty-three), of chapter 79 (seventy-nine), of the Revised Statutes of Wisconsin, for such cases made and provided, and of the charter of said company, do hereby associate themselves together under the name of "The Mineral Point Railroad," and do agree to and adopt the following articles of association: Article First. The name of the re-organization hereby made shall be "The Mineral Point Railroad," and its principal office be in the town of Mineral Point, Wisconsin, until elsewhere fixed by the board of directors. Article Second. The affairs of the corporation shall be managed by a board consisting of five directors, who shall be chosen annually by ballot, at the time hereinafter prescribed by the stockholders. The directors so chosen shall hold their offices for one year, or until other directors are chosen to succeed them; but, until the first Monday of July next following the execution of these articles, Luther Beecher, Asahel Finch, Samuel I. Holmes, George W. Cobb and James C. Carter shall serve as directors. None but stockholders shall be elected directors, and at every election where stockholders are called upon to vote, each share of stock shall be entitled to one vote; and, in cases of the election of directors, the five candidates having the greatest number of votes shall be declared duly elected. Article Third. The said directors shall appoint one of their own number to be president, and may also appoint a secretary, treasurer, superintendent, and such other officers and servants as they may find to be necessary. They shall meet at such times and places, and be convened in such manner as they may hereafter decide upon; but there shall be, at the city of Milwaukee, a meeting of the board for the purpose of the election of president and secretry, and the transaction of other necessary business, immediately upon the execution of these articles. Article Fourth. The capital stock of said corporation shall be five hundred thousand dollars in shares of one hundred dollars each, and upon the conveyance to the said corporation, by the persons hereinafter named, of the property formerly belonging to the Mineral Point Railroad Company, and purchased by the said James C. Carter at the foreclosure sale herein before mentioned, which conveyance is to take place as soon as may be after the execution of these articles. The directors shall issue a certificate to the said James C. Carter for four thousand nine hundred and ninety-five shares of stock, and a certificate to each of the other persons herein before named for one share of stock; such certificate to be in the form heretofore used by the Mineral Point Railroad Company, and signed by the president and countersigned by the secretary, and sealed with the corporate seal. Article Fifth. There shall be an annual meeting of the stockholders for the purpose of electing directors, on the first Monday of July in each year, at the office of the company in Mineral Point, or at such other place as shall be appointed by a resolution of the board of directors, of which meeting at least thirty days notice shall be given by publishing the same weekly in a newspaper printed and published in the county of Iowa. At each annual meeting of the stockholders for the election of directors, the directors of the preceding year sball exhibit to them a complete statement of the affairs and proceedings of the company for such year; and special meetings of the stockholders may be called by order of the directors or by stockholders holding onefourth of the capital stock, on giving the like notice, specifying, moreover, the object of such meeting; but no business shall be transacted at such special meetings or at any stockholders meeting, unless a majority in value of the stockholders shall attend in person or by proxy. Article Sixth. The directors shall have power to fill any vacancy which may occur in their board, and shall have power to declare the place of any director vacant who shall fail to attend three successive meetings of the board. Article Seventh. The capital stock of the said corporation may be increased at any time and from time to time by a vote of a majority in value of all the stockholders, to any amount not exceeding the amount allowed by the act incorporating the company aforesaid, and the acts amendatory thereof, in shares of one hundred dollars each. Article Eighth. The said corporation hereby avails itself of, reserves to itself and assumes all the powers, privileges and franchises contained in the act incorporating the Mineral Point Railroad Company, and the several acts amendatory thereof, except so far as the same are inconsistent with or repugnant to the provisions or some one of the provisions herein before in these articles contained, or inapplicable to the reorganization designed to be ef fected by these articles, and with like exceptions the by-laws of the Mineral Point Railroad Company heretofore adopted and in force at the time of the sale aforesaid, shall continue to be in force as by-laws until others shall be framed. Article Ninth. These articles are executed in duplicate and one shall be filed in the office of the secretary of state of the state of Wisconsin, and the other be deposited in the office of said corporation. Article Tenth. The organization of the said Mineral Point Railroad is hereby declared to be completed. In witness whereof the said James C. Carter and Asahel Finch, Samuel T. Holmes, Henry Koop, George W. Cobb and Luther Beecher, his associates and assigns have hereunto subscribed their names and affixed their sals at the city of Milwaukee, Wisconsin, this 12th day of November, in the year one thousand eight hundred and sixty-one. JAMES C. CARTER, [SEAL.] Filed and recorded at 10 o'clock A. M., November 18, 1861. DARIUS C. JACKSON, United States Marshal, to JAMES C. Carter. DEED. To all whom these presents shall come, I, Darius C. Jackson, Marshal of the United States in and for the district of Wisconsin, sendeth greeting. WHEREAS, At a term of the district court for the United States of America, for the district of Wisconsin, held at Milwaukee, in and for said district, it was, among other things, ordered, adjudged and decreed by the said court in a certain cause then depending in the said court between David R. Martin and Lucian D. Coman, complainants, and the Mineral Point Railroad Company, |