Company, duly held in Chicago January sixteenth, eighteen hundred and sixty-four, a by-law was unanimously adopted, which is in the words following: A consolidation between this company and the Kenosha and State Line Railroad Company, a corporation existing under the laws of Wisconsin, shall be formed in the name and on the terms expressed in the following instrument, and the written approval of a majority in interest of the stockholders of this company shall be signified upon the said instrument. The president shall cause the said instrument to be executed in behalf of this company, and upon the filing of the said instrument in the office of the company, executed and approved as aforesaid, the said consolidation shall take effect in behalf of this company. (Here follows in the said by-law the form of the present instrument:) AND, WHEREAS, The same has been duly approved in writing by a majority in interest of the stockholders of the said Dixon, Rockford and State Line Railroad Company. Now, therefore, in conformity with the foregoing by-law and resolutions, the said Kenosha and State Line Railroad Company, party of the first part, and the Dixon, Rockford and State Line Railroad Company, party of the second part, do hereby combine and consolidate the said two companies, with their and each of their capital stock, franchises, property and rights of every name and nature, into one property and one company, to be called and known by the corporate name and style of the Dixon, Rockford and Kenosha Railroad Company, which said consolidated company shall from henceforth have and possess all the rights, franchises, powers and immunities which are or have been granted to or conferred upon either of the said parties hereto by the laws and enactments of said states of Illinois and Wisconsin, respectively, and the said consolidation shall be upon the following terms, viz.: The number of directors of the said consolidated company, to be elected, may be fixed by the joint board of directors after consolidation, and the first election of such directors shall be held on the first Thursday in June, 1864, and until a new board of directors shall be so elected, the business of the said consolidated company shall be conducted, managed and carried on by the two boards of directors of the said companies, jointly acting as the board of directors of the said consolidated company. The said joint board of Directors shall elect officers for the said consolidated company. The corporate seal of the said consolidated company shall be a stamp with the device "Dixon, Rockford & Kenosha Railway Co." until otherwise ordered. The full paid stock of both companies respectively shall be and is hereby each deemed and taken to be of equal value, the one with the other, the partly paid stock and subscriptions hereto shall be and are hereby deemed and taken in both companies respectively to be of equal value in proportion to the amount paid, the one with the other, and are hereby placed upon a par, dollar for dollar. In every respect the terms and conditions of this consolidation are to be those of perfect equality and according to and in pursuance of the requirements and specifications contained in the laws of the states of Illinois and Wisconsin. And said party of the first part doth hereby grant, convey, assign, set over to and vest in said consolidated company for the purposes of such consolida tion, all the rights, privileges, immunities, franchises, powers, capital stock and all the lands and right to lands and property, real, personal and mixed, and all claims and rights of claims of every name and nature, now held and owned or controlled by said party of the first part, or in or to which said party of the first part hath any right, title, interest or claim either in law or equity. And the said party of the second part for the purposes of such consolidation, doth hereby grant, convey, transfer, assign, set over to and vest in said consolidated company, all the rights, privileges, immunities, powers, franchises, capital stock, and all the lands and rights to lands and property, real personal and mixed, and all actions and rights of action of every name and nature, now held and owned or controlled by said party of the second part, or in or to which said party of the second part hath any right, title or interest either in law or equity. In testimony whereof the parties of the first and second parts respectively have caused their corporate seals to be affixed and the same to be attached by the signatures of their president and secretary, respectively the day and year first above written. [SEAL.] Kenosha & State Line Railroad Company, by Attest: J. B. REDFIELD, Secretary. [SEAL.] Dixon Rockford & State Line Railroad Company, by Attest: JAMES R. YOUNG, Secretary. We certify that the Kenosha and State Line Railroad Company and the Dixon, Rockford and State Line Railroad Company, have been consolidated together into one company and corporation under the corporate name of the Dixon, Rockford and Kenosha Railroad Company, pursuant to the laws of the states of Illinois and Wisconsin, and the foregoing are the articles of such consolidation. P. H. SMITH, J. B. REDFIELD, P. H. SMITH, JAMES R. YOUNG, Secretary of the Dixon, Rockford & State Line Railroad Company. CHICAGO AND NORTHWESTERN RAILWAY COMPANY, AND DIXON, ROCKFORD AND KENOSHA RAILWAY COMPANY. CONSOLIDATION. Articles of consolidation made this nineteenth day of January, one thousand eight hundred and sixty-four, by and between the Chicago and Northwestern Railway Company, a corporation existing under and by virtue of the laws of the states of Illinois and Wisconsin of the first part, and the Dixon, Rockford and Kenosha Railway Comyany, a corporation existing under and by virtue of the laws of the states of Illinois and Wisconsin, of the second part; WHEREAS, It has been agreed by and between the parties hereto to consol idate the said companies and their stock and property, on the terms hereinafter stated. NOW, THEREFORE, The said Chicago and Northwestern Railway Company, party of the first part, and the said Dixon, Rockford and Kenosha Railway Company, party of the second part, do hereby combine and consolidate the said two companies with their and each of their capital stock, franchises, property and rights of every name and nature into ore company and one property, which company shall be known by the corporate name and style of the Chicago and Northwestern Railway Company, and said consolidated company shall from henceforth have and possesss all the said property and all the rights, franchises, powers, privileges and immunities which are or have been possessed by, granted to or conferred upon either of said parties hereto, by or under the laws and enactments of the said states of Tilinois and Wisconsin respectively, and do hereby agree that the said consolidation shall be upon the following terms, viz: The number of directors of the said consolidated company, shall be thirteen until lawfully changed, and the first election of such directors shall be held on the first Thursday in June, eighteen hundred and sixty-four, and until a new board of directors shall be elected, the business of said consolidated company shall be conducted, managed and carried on by the present board of directors of the said party of the first part; and the present officers, committees and by-laws of the said Chicago and Northwestern Railway Company, the party of the first part, shall be the officers, committees and by-laws of the said consolidated company, and the said officers and committees shall, until otherwise ordered, continue to exercise in respect to the consolidated company all the powers they possessed at the time of the consolidation in respect to the party of the first part. The corporate seal of the said consolidated company shall be the present seal of the said party of the first part, unless hereafter lawfully changed. The consolidated company shall make and issue its bonds for the amount which the party of the second part shall, at the time the consolidation takes effect, have agreed to make and issue in respect to the road from Kenosha to Rockford, or the extension thereof, and the said bonds shall be secured by a first lien upon the said road. The full paid stock of the party of the first part, shall be deemed and taken to be stock in the said consolidated company, and the stock of the party of the second part, when full paid, shall be entitled to receive new stock of the consolidated company at the rate of one hundred dollars for every forty-seven dollars paid in on such stock, or at that rate for any less sum paid in, and fractions shall be adjusted as the party of the first part shall direct. In testimony whereof, the parties of the first and second parts respectively, have caused their corporate seals to be hereunto affixed, and the same to be attested by the signatures of their President and Secretary, respectively, the day and year first above written. [SEAL.] The Chicago and Northwestern Railway Company, by Attest: JAMES. R. YOUNG, Secretary. [SEAL.] W. B. OGDEN, Dixon, Rockford and Kenosha Railway Campany by Attest: JAMES R. YOUNG, Secretary. We certify that the Chicago and Northwestern Railway Company and the Dixon, Rockford and Kenosha Railway Company have been consolidated together into one company and corporation, under the corporate name of the Chicago and Northwestern Railway Company, pursuant to the laws of the states of Illinois and Wisconsin, and the foregoing are the articles of such consolidation. W. B. OGDEN, President of the Chicago and Northwestern R. R. Co. JAMES R. YOUNG, J. B. REDFIELD, President of Dixon, Rockford and Kenosha Railway Co. JAMES R. YOUNG, Secretary Dixon, Rockford and Chicago R. R. Co. CHICAGO AND NORTHWESTERN RAILROAD COMPANY AND GALENA AND CHICAGO UNION RAILROAD COMPANY. CONSOLIDATION. Articles of agreement and consolidation made the second day of June, in the year of our Lord one thousand eight hundred and sixty-four, A. D. (1864), by and between the Chicago and Northwestern Railway Company, duly formed and organized under franchises to be a corporation, granted by the states of Wisconsin and Illinois, party of the first part, and the Galena and Chicago Union Railway Company, duly formed and organized under a franchise to be a corporation, granted by the state of Illinois, party of the second part, witnesseth: WHEREAS, The said parties of the first and second parts are desirous of consolidating with each other, and are duly authorized by law to effect such consolidation as hereinafter provided; and WHEREAS, The said parties of the first and second parts have agreed upon the terms and conditions hereinafter set forth as the terms and conditions of such consolidation and have fixed upon and regulated the proceedings for the purpose of such consolidation by by-laws duly established by them respect. ively, and these articles are framed and extended in pursuance of such bylaws; and WHEREAS, The terms of such consolidation have been approved of by a majority of the stockholders of the respective parties hereto in interest in person or by proxy at annual meetings duly held by them respectively; and WHEREAS, The said party of the first part has become vested with all the railroad property, franchises, privileges and rights formerly held by the Dixon, Rockford and Kenosha Railway Company by consolidation duly made with the said company. Now, therefore, this agreement witnesseth, that in consideration of the mutual agreements, covenants, promises and grants herein contained, the said parties of the first and second parts do, by these presents, merge, combine and consolidate their respective capital stocks, franchises, grants, immunities, privileges, capacities, properties and rights of every name and nature, into one company, to be called and known by the corporate name and style of the Chicago and Northwestern Railway Company, which said consolidated company shall from henceforth have and possess all and singular the rights, franchises, powers, immunities, privileges and capacities which are or have been granted to, or conferred upon, or possessed or enjoyed by either of the said parties hereto, by or under the laws or enactments of the said states of Illinois or Wisconsin, or of either of the said states. And this agreement further witnesseth, that the said parties of the first and second parts have agreed upon, and by these presents do agree upon and prescribe the following as the terms and conditions the said parties of the first and second parts mutually covenant, promise and agree to observe, keep and perform, viz: Article First. The persons who shall be directors of the Chicago and Northwestern Railroad Company, at the time of such consolidation, shall be the first directors of the said consolidated company, and shall act as such until the next annual election of directors, as is herein prescribed, and until their successors are duly elected. Article Second. The number of the directors of the said consolidated company shall be not less than thirteen, and not more than seventeen. The board, as consolidated by the preceding article, may, in their discretion, fill up their number to seventeen. The number for any year, within such limits as are established by law, may be fixed at the annual meeting of the stockholders by a by-law adopted at such meeting. Article third. The first regular annual meeting of the stockholders, or the stock and bondholders of the said consolidated company, shall be held on the first Thursday in June, 1865. Special meetings may be called at any time by a majority of the said board of directors. The board of directors of the said consolidated company shall, at their first meeting appoint all necessary officers, and adopt such by-laws as they see fit, and may alter the same as they shall, from time to time, think proper. Article Fourth. The corporate seal of the consolidated company shall be that of the present Chicago & Northwestern Railway Company until otherwise ordered. Article Fifth. The common stock of the present Chicago & Northwestern Railway Company shall be and continue common stock of the said consolidated company. Article Sixth. The said consolidated company shall issue a preferred stock which shall be entitled to preference to the aggregate interest of ten (10) per cent. in the dividends which may be declared in any year out of the net earnings of each year, in the manner following: Preference of seven (7) per cent., and, after dividends of seven (7) per cent. on the common stock, then, secondly, to a further preference of three (3) per cent. after a further dividend of three per cent. on the common stock, both classes of stock shall be entitled to equal rates per share in any further dividend. Article Seventh. The certificates for the preferred stock of the present Chicago & Northwestern Railway Company, issued, or authorized to be issued by said company, shall be exchanged for certificates for the same number of shares in the aforesaid preferred stock of the consolidated company. Article Eighth. The stock of the said Galena & Chicago Union Railroad Company shall be convertible into the preferred and common stocks of the consolidated company at the rate of one share of the preferred stock of the consolidated company and one share of the common stock of the consolidated company for one share of the stock of the Galena & Chicago Union Railroad Company; and the said stock of the Galena & Chicago Union Railroad Company shall also, on such conversion, be entitled to the payment of three (3) dollars in money for each share of the said stock. Article Ninth. The capital stock of the said consolidated company is hereby declared to be the aggregate of the stocks, preferred, common and special, which the respective companies were authorized to create by virtue of the laws or enactments applicable thereto, or which the consolidated company is authorized to create by virtue of the act of consolidation, or the laws authorizing the same, all of which powers are hereby expressly preserved to the consolidated company. Now the actual amount of the preferred stock when the consolidation shall take effect, shall be deemed to be the aggregate of the amount of the preferred stock which the party of the first part had issued or agreed to issue, and of the amount of the stock which the party of the second part had issued or agreed to issue, and the actual amount of the common stock shall be deemed to be the aggregate of the common stock which the party of the first part had issued or agreeed to issue, and of the amount of stock which the party of the second part had issued or agreed to issue. Article Tenth. Each and every existing bond, lease, contract, agreement or obligation or liability heretofore entered into, assumed or agreed to either by the present Chicago & Northwestern Railway Company, or by the Galena & Chicago Union Railway Company, shall be severally discharged, fulfilled and observed by the consolidated company hereby created, and each and every of the acts, assumptions, proceedings, resolutions and doings of the respective Boards of Directors of the said companies and committees, shall be and the same are hereby ratified, confirmed and made valid, and shall be observed by the consolidated company hereby created. Article Eleventh. The holders of bonds in the said Galena and Chicago Union Railroad Company shall have the right and power to vote at all regu lar and called meetings of the stock and bondholders in the said consolidated company, to the same extent and with the same right and power as is now held and enjoyed by the bondholders in the present Chicago and Northwestern Railway Company, if the powers exist in the parties entering into this consolidation to confer and grant such right and power. And all needful legislation shall be applied for to more effectually confirm such rights and privileges in said bondholders. Article Twelfth. Consent and approval is hereby given to a consolidation between the company formed by these presents and the Peninsula Railroad Company of Michigan, on the terms of an issue of a special stock, under |