part doth in consideration of the premises hereby grant, sell, convey, confirm, transfer and assign unto the said consolidated company hereby created by the name of the Chicago, St. Paul and Fond du Lac Railroad Company, all and singular the franchises, corporate privileges, rights, real estate, right to lands, depot grounds, rights of way, road bed, iron rails, choses in action, rights of action and property of every name, nature and description, and the same shall hereafter be held, owned and used by the said consolidated company as the same existed prior and up to the time of said consolidation. And the said party of the second part in consideration of the premises doth hereby grant, bargain, sell alien, confirm, convey, transfer and assign unto the said Chicago St. Paul & Fond du Lac Railroad Company as the same is hereby created and consolidated, all the corporate franchises, rights, privileges, real estate, land, depots, depot grounds, rights of ways road bed, railroad, iron rails, choses in action, rights of action and property of every names nature and discription and especially all property, franchises, railroads and privileges acquired or to be acquired by the party of the second part, from the Iron Mountain Railroad Company, and from the Iron Moun tain Railroad Company or to which the said party of the second part, is or may be entitled from said companies or from an other party, and especially further all rights and privileges under any act of congress to lands along the line of road of said second party. It is further understood and agreed by the parties hereto thas the number of directors of said consolidated company hereby created, shall be thirteen unless a different number shall be duly ordered. The first election of directors shall be held on the first Tuesday of October, A. D. one thousand eight hundred and fifty-seven, and at the city of Chicago. And in the mean time and until such election shall be had, the business of said company and its affairs shall be managed and conducted by the present directors of the said companies respectively as a joint board of directors. And the president and other officers and the committies of the present Chicago St. Paul and Fond du Lac Railroad Company shall be and remain president, officers and committees of the said consolidated company, with full powers until the election of directors of said consolidated company to be held as provided on the first Tuesday of October next. All the By-Laws, rules and regulations of the said companies respectively are to remain in force and be obligatory, so far as applicable upon the consolidated company hereby created until others are made. And all the agreements, obligations, liabilities, prior consolidation of said companies, and the terms thereof so far as the same are equally binding or applicable and can be observed, are hereby assumed, and shall be sacredly fulfilled and kept by the consolidated company hereby created, and the shares of stock of such company shall be one hundred dollars each, and the number of shares of capital stock shall be the aggregate of the capital stock of both companies, and may be increased by said company from time to time until sufficient to construct and complete said companies entire lines of road and branches with single or double tracks with all necessary equipments and proper facilities for buisness and to an amount equal to the entire cost thereof. And the stock of the party of the first part is hereby declared to be valid stock in the consolidated company, and all the bona fide holders of stock in the said company are hereby declared to be stockholders in the same manner and to the same extent in the company hereby created. And the stockholders of the party of the second part are hereby authorized, on surrendering their receipts, or of certificates of part paid stock, to receive therefor like certificates in the consolidated company conferring upon them in said company the same privileges of paying up and taking full stock, as they are now entitled to from the party of the second part. And parties holding certificates of full paid stock, if any such, shall be entitled to like certificates therefor in the company hereby created. The seal of the consolidated company hereby created shall be the seal now used by the party of the first part hereto. In testimony whereof, the President and Secretary of the Chicago, St. Paul & Fond du Lac Railroad Company of the first part, and the vice president and secretary of the Marquette & State Line Railroad Company of the second part, all duly authorized, have hereto respectively set their hands and affixed the corporate seals of the said companies respectively the day and year first above written. THE CHICAGO AND MILWAUKEE, AND THE MILWAUKEE AND CHICAGO RAILROAD COMPANY. CONSOLIDATION. These articles of consolidation, made and entered into this fith day of June, in the year one thousand eight hundred and sixty-three, between the Chicago and Milwaukee Railroad Company, a corporation for railroad purposes, cre ated and existing under and by virtue of the laws of the state of Illinois, party of the first part, and the Milwaukee and Chicago Railroad Company, a corporation for railroad purposes, created and existing under and by virtue of the laws of the state of Wisconsin, party of the second part, Witnesseth, That said parties have, with the assent in writing of a majority of their respective stockholders, duly filed in the offices of their secretaries, agreed, and do hereby agree, each with the other, to unite and consolidate their respective stock franchises and corporate property into one company and corporation, upon the terms and conditions following, viz: First. The corporate name of the consolidated company shall be "Chicago and Milwaukee Railroad Company," and said new company shall, by its said corporate name, have, possess and exercise all the corporate rights, franchises and immunities now held and exercised by the parties hereto in the states of Illinois and Wisconsin respectively, under and pursuant to the laws of said states. Second. The affairs of said consolidated company shall be managed by a board of nine directors (until sucl. ti.ne as said number shall be properly changed by said consolidated company), said directors to be chosen by the stockholders of the respective parties hereto voting, either in person or by proxy, at a meeting to be held on the twenty third day of June, 1863, at the office of said company in Milwaukee. The directors so chosen to hold their offices until the second Tuesday of February, A. D. 1864, and until their successors are chosen and enter upon their duties. All elections, however, after the first above provided for, to be subject, as to time and place and manner of holding the same, to the by-laws of said consolidated company. Third. The capital stock of said consolidated company, shall be the present, and until changed by the said company, two millions two hundred and fifty thousand dollars, which shall be divided into shares of one hundred dollars each; one million of which said stock shall be issued to the stockholders of said Milwaukee and Chicago Railroad Company in exchange for the stock held by them respectively in said Milwaukee and Chicago Railroad Company on the surrender of the certificates of said second party, now held by them for like amount; one million two hundred and thirty-seven thousand five hundred dollars of said stock, shall be issued pro rata to the stockholders of said Chicago and Milwaukee Railroad Cempany, on the surrender of the certificates of said first party now held by them, and the remaining sum of twelve thousand five hundred dollars of said stock of the consolidated company is to be appropriated to the payment of the expenses incident to said consolidation, to be divided between the parties hereto in the proportion of 10-R. R.-App. (Doc.16.) their respective interests in said capital stock of said consolidated company as above fixed. The respective boards of directors of the parties hereto, to settle and adjust their respective expenses about said consolidation, and the distribution of their respective proportions of said consolidated stock hereby set apart for that purpose, and the holders of the stock of said consolidated company shall have the right to vote at all the elections for directors and other purposes in said consolidated company, to the same extent and in the same manner as stockholders in original corporations. Fourth. Said consolidated company shall assume and pay what is known as the funded or bonded indebtedness of each of the parties hereto, including interest on said funded debt to the time consolidation takes effect, on coupons now running, it being understood that all matured interest has been duly paid. Said indebtedness being described as follows: Fifth. It being the express understanding and agreement that said consolidated company shall save and keep harmless the said respective parties hereto from all damage, loss and liability, by reason of said indebtedness so assumed. And it being also further understood, that each of the parties hereto shall pay and liquidate all its floating debts and liabilities, except the funded debt herein before referred to, including claims for right of way and depot grounds, and that each of the parties hereto shall furnish to said consolidated company a satisfactory bond indemnifying the consolidated company against any of said claims or liabilities which for any reason remain unpaid at the time consolidation takes effect, or in lieu of such bond either party may deposit with the treasurer of said consolidated company, a sufficient sum of money to pay and satisfy all such claims remaining unsettled. Sixth. The said consolidated company shall purchase of the parties hereto at cost all the operating materials belonging to said parties on hand at the time consolidation takes effect-the value of said materials to be fixed by the master mechanics of the parties hereto, and in case they cannot agree the acting master mechanic of the Galena and Chicago Railroad Company, or such other persons as may be agreed upon by the two master mechanics above indicated, shall act with them and the decision of any two of the persons thus acting shall be final, the value of said materials to be paid to the respective parties out of the first earnings of said consolidated company. Seventh. The said Chicago & Milwaukee Railroad Company hereby grants, conveys and transfers to said Chicago & Milwaukee Railroad Company, all its rights, franchises, engine houses, shops, depots, buildings and other improvements, railroad depot grounds, rights of way, lands, cars, engines, tools, machinery, appurtenances and property used in the operation of iis railroads. To have and to hold the same to said Chicago & Milwaukee Railroad Company, its successors and assigns, forever subject however to the lien of the mortgages and indebtedness above mentioned. It being, however, expressly understood and agreed, that said Chicago & Milwaukee Railroad Company hereby reserves and excepts from their conveyance all the following described property now owned by it and not used for railroad purposes, viz: that part of block four (4) in the Canal Trustees' subdivision of part of the west half of section five (5), township 39, range 14 east, which lies west of Chicago & Northwestern Railroad; blocks sixty-four (64), sixty-five (65) and sixty-six (66), in Russell, Mathew and Roberts' addition to Chicago, and lots thirty-two (32), thirty-three (33), and thirty-four (34), and the west half of lot thirty-one (31), in Waubansia addition to Chicago, with the privilege, however, to said consolidated company of crossing said lots on Waubansia addition to Chicago with its track, substantially as the same is now laid, for purposes of access to depot accommodations. It being further expressly understood and agreed, that said Chicago & Milwaukee Railway Company shall protect said lots and blocks above referred to and excepted by said party of the first part, from the liens and claims of said above mentioned bonds and mortgages, and especially said second mortgage bonds made by the said party of the first part. And said Milwaukee & Chicago Railroad Company hereby grants, transfers and conveys to the said Chicago & Milwaukee Railroad Company, all its franchises and corporate powers, together with its railroad, depot grounds, right of way, engine houses, shops, depots and other buildings, engines, cars, machinery, tools and other property and appurtenances used in the operation of its road. To have and to hold unto said consolidated Chicago & Milwaukee Railway Company, its successors and assigns forever, excepting and reserving to the said Milwaukee & Chicago Railway Company all the land deeded to the said Milwaukee & Chicago Railway Company by E. Férris Bishop and wife and John W. Stewart, by deed dated the 29th day of December, 1862, and recorded in the office of the register of deeds, in Milwaukee county, Wisconsin, known as the Wilcox property, except six acres thereof on which the shops and engine house o: the said company now stands, the boundaries of which six acres to be determined by the officers of the consolidated company. Eighth. For the purpose of managing the affairs of said consolidated company until the election of directors above provided, to be held on the 23d day of June, 1863, Walter S. Garner, E. K. Rogers, Charles L. Frost and John V. Ayer, are hereby constituted a provisional board of directors, with full powers to take the management and control of the affairs of said consolidated company, until a board of directors shall be duly chosen as above provided, by the stockholders of said company. Ninth. All persons who are holders of the stock of either of the original companies, as shown by the stock of said companies at the time of consolidation, shall have the right to vote at said election, to be held on the 23d day of June, 1863, casting one vote for each share of said stock. Tenth. Said consolidation shall take effect and be deemed as consummated on and after the first day of June, A. D., 1863, and all earnings of the roads of the respective parties hereto, shall be paid over and belong to said consolidated company, and said consolidated company shall be liable for all liabili ties and expenses incurred in and about the operation of said roads from and after said day. But the boards of directors of each company shall retain such powers as may be necessary to close the affairs, dispose of the reserved property, and pay the debts of said companies in such manner as said boards shall elect, and any contracts and conveyances made by or through said board shall be binding. In testimony whereof said parties have hereunto set their respective corporate seals, and have caused these presents to be signed by their respective Presidents, and attested by their Secretaries the day and year above written. [SEAL.] B. M. PRICE, STATE OF ILLINOIS-Cook County-City of Chicago. On this twentieth day of June, A. D. 1863, at the city of Chicago, in said county, before me, personally appeared A. Stone, Jr. and A. S. Downs, to me known to be respectively the President and Secretary of the Chicago and Milwaukee Railroad Company, the grantees in the foregoing conveyance named, and acknowledged that they executed said conveyance as such President and Secretary, freely and voluntarily for the uses and purposes therein expressed. Witness my hand and official seal hereunto affixed. [SEAL.] D. P. WILDER, Notary Public, STATE OF WISCONSIN-Milwaukee County-ss. On this twelfth day of June, A. D. 1863, at the city of Milwaukee in said county, before me, personally came Benjamin M. Price and A. V. H. Carpenter, to me known to be respectively the President and Secretary of the Milwaukee and Chicago Railroad Company, the grantees in the foregoing conveyance named, and acknowledged that they executed said conveyance as such President and Secretary, freely and voluntarily, for the uses and purposes therein expressed. Witness my hand and official seal hereto affixed. [SEAL.] WM. HAYDEN, Jr., Notary Public, Milwaukee County, Wis. Secretary of State's Office, Wisconsin, June 22, 1863. Received for record, .3 o'clock P. M. EDWARD ILSLEY, Asst. Secretary of State. KENOSHA AND STATE LINE RAILROAD COMPANY, AND DIXON, ROCKFORD AND STATE LINE COMPANY. CONSOLIDATION. Articles of consolidation made this sixteenth day of January, one thousand eight hundred and sixty-four, by and between the Kenosha and State Line Railroad company, a corporation existing under and by virtue of the the laws of the state of Wisconsin, of the first part, and the Dixon, Rockford and State Line Railroad Company, a corporation existing under and by virtue of the laws of the state of Illinois, of the second part. WHEREAS, At a meeting of all the corporators of the Kenosha and State Line Railroad Company, held at Chicago, January 16, 1864, the said company was duly organized as a corporation under the laws of Wisconsin, and a bylaw was unanimously adopted, which is in the words following: "A consoli dation between this company and the Dixon, Rockford and State Line Railroad Company, a corporation existing under the laws of the state of Illinois. shall be formed in the manner and on the terms expressed in the following instrument, as articles of consolidation; and the said articles, upon the execution thereof, shall take effect in behalf of this company. (Here follows in the said by-laws the form of the present instrument.) And WHEREAS, At a meeting of the directors of the said Kenosha and State Line Railroad Company, in which all all of the said directors were present, held at Chicago on the sixteenth day of January, eighteen hundred and sixtytour, the aforesaid proceedings of the corporators or stockholders of the said company were present and were unanimously adopted by the said directors as their act; and WHEREAS, At a meetting of the Dixon, Rockford and State Line Railroad |