matters whatever which may appertain to the concerns of said company. Also to petition and apply for any law of the State of Wisconsin in alteration thereof, and before the same becomes binding shall submit the same to the stockholders for their approval. Sixth. The signing of this certificate or articles of association is herewith declared to be a special meeting of the preferred stockholders, and a vote, and the assent of the preferred stockholders to borrow the money and to mortgage the road for the amount, as above set forth, and also to be a waiver of any notice required of the meeting on that subject. Seventh. The certificates of stock issued by this company shall, upon their face, be made subject to all the terms and conditions of these articles of association. Eighth. Upon the dissolution of this corporation, after the payment of all its debts, the remaining assets shall be divided among the different classes of stockholders according to their preferences, that is to say, the first-class preferred stock, excepting the scrip stock, shall be first paid in full, and then the second-class preferred shall be paid in full, and the balance divided among the common stockholders pro rata. But this corporation shall not be dissolved by any act of the company without an affirmative vote of two-thirds of each class of stockholders. Ninth. These articles of association may be modified, altered, or amended at any annual or special meeting duly called, at which a majority in interest of each class of stockholders shall be present and voting in the affirmative. But no stockholder shall become liable to pay any money by any such action unless he shall have voted therefor or assented thereto. Tenth. Annual meetings of the stockholders shall be held in the State of Wisconsin, in the month of April in each year after 1861, which meeting shall be called by the directors, who shall specify the time and place of holding the same. And thirty days previous to any annual meeting the directors shall send through the post-office to each stockholder, to the address as shown by the company's books, a full and specific statement of all the business, acts, and doings of the corporation up to the first day of January preceeding Witness our hands at the city of Milwaukee, this 21st day of January, 1861. L. H. MEYER. ALLEN CAMPBELL. W. SCHALL. LOUIS A. VON HOFFMAN. The defendant next gave in evidence the deed of the Milwaukee and Prairie du Chien Railway Company to the Milwaukee and St. Paul Railway Company, as follows: This indenture, made the thirty-first day of December, one thousand eight hundred and sixty-seven, between the Milwaukee and Prairie du Chien Railway Company, a corporation duly formed and organized under the laws of the State of Wisconsin, of the first part, and the Milwaukee and St. Paul Railway Company, a corporation also duly formed and organized under the laws of the State of Wisconsin, of the second part: Whereas, the stockholders of the Milwukee and Prairie du Chien Railway Company have duly authorized in writing the sale of their railway and other property to the Milwaukee and St. Paul Railway Company, as more fully appears by their articles of association as amended under date of December 4, 1867, to which reference is here made: Now, therefore, this indenture witnesseth, that the said party of the first part, in consideration of the premises, and of the sum of five millions of dollars, to it duly paid by the party of the second part, the receipt whereof is hereby acknowledged, hath granted, bargained, and sold, and by these presents doth grant, bargain, sell, convey, and transfer unto the said Milwaukee and St. Paul Railway Company, party hereto of the second part, its successors and assigns, all and singular, the railway heretofore known as the Milwaukee and Prairie du Chien Railway, extending from its terminus or depot in the city of Milwaukee, and State of Wisconsin, to the city of Madison, in saidlast mentioned State, and running thence westerly through the city of Madison aforesaid, to the Mississippi River, at or near Prairie du Chien, and also an island in the said Mississippi River, opposite Prairie Du Chien aforesaid, and also the branch of said. railway running or to run from a point at or near Milton to a point at or near Monroe, and also all other property whatsoever, both real and personal, of the said Milwaukee and Prairie Du Chien Railway Company, and all franchises, rights, and things to the said Milwaukee and Prairie Du Chien Railway Company belonging. To have and to hold the said railway, with its equipments and appurtenances, and the property, rights, and franchises herein before described, unto to the said party of the second part, its successors and assigns, to the only proper use, benefit, and behoof of the said party of the second part, and of its successors and assigns; subject, nevertheless, to the payment of certain eight per cent. bonds to the aggregate amount of three millions six-hundred and eighty-four thousand dollars, and certain seven and threetenths per cent. bonds, to the aggregate amount of one million and three hundred and sixteen thousand dollars, bearing even date herewith, issed by the second party hereto of the second part, to secure the payment of five millions of dollars of the purchasemoney of the said premises upon the terms and conditions and with the priorities in a certain deed of trust or mortgage, bearing even date herewith, duly executed and delivered by the said party of the second part to Charles Morgan, Russell Sage, and William H. Neilson, mentioned and set forth. In witness whereof, the said Milwaukee and Prairie du Chien Railway Company have caused this indenture to be subscribed in their corporate name, by their president and secretary, and have caused their corporate seal to be hereto attached. MILWAUKEE AND PRAIRIE DU CHIEN RAILWAY COMPANY, [L. s.] Sealed and delivered in the H. COCKER. UNITED STATES OF AMERICA. ALANSON CARY, Secretary. State of Wisconsin, City and County of Milwaukee, ss: Be it remembered that on the 20th day of May, A. D. 1868, before me, a notary public duly commissioned in and for said city and county and duly authorized to administor oaths and take acknowledgements of deeds, came Alexander Mitchell, president, and Alanson Cary, secretary of the Milwaukee and Prairie du Chien Railway Company, who, being by me duly sworn, did respectively depose and say that they are the president and secretary of the said railway Company; that they know the seal of said company, and that the seal affixed to the foregoing instrument is the common and corporate seal of said company and was affixed thereto by order of the board of directors of said company; and that they signed their respective names thereto as president and secretary by the like order, and they severally acknowledge the execution thereof on behalf of said company for the purpose therein expressed. And I certify that they are known to me to be the persons they are above discribed to be, and who execute this instrument. [L. S.] JOHN JOHNSTON, Notary Public, Milwaukee County. The defendant also gave in evidence proof of change of name of Milwaukee and St. Paul Railway Company to Chicago, Milwaukee and St. Paul Railway Company, as follows: At an adjourned meeting of the Milwaukee and St. Paul Railway Company, held in the city of Milwaukee on the 7th day of February, 1874, at which were present in person and by proxy a majority of all its shareholders; the following resolutions were unanimously adopted: Resolved, That the corporate name of this company be changed to the Chicago, Milwaukee and St. Paul Railway Company. Resolved, That the secretary of the company file in the office of the secretary of State, on the 11th day of February, 1874, a copy of the above resolution, certified under his hand and the seal of the company, in order that the change of same take effect from that date. THE SEAL OF THE COMPANY) UNDER THE NAME OF THE I, R. D. Jennings, secretary of the Milwaukee and St. Paul Railway Company, certify the foregoing to be a true and correct copy from the minutes of a meeting of the stockholders of said company held at their office, in Milwaukee, February 7th, 1874. "CHICAGO, MILWAUKEE AND PAUL RAILWAY COMPANY." ST. Witness my hand and the corporate seal affixed this seventh day of February, 1874. Recorded February 11th, 1874. STATE OF WISCONSIN, Secretary's Office, ss: R. D. JENNINGS, Secretary. The secretary of state of the State of Wisconsin hereby certifies that the foregoing has been compared with the original record in this office, and that the same is a true and correct copy thereof, and of the whole of such original. In witness whereof I have hereunto set my hand and affixed the great seal of the State at the Capitol in Madison, this second day of June, A. D. 1874. [L. S.] PETER DOYLE, The defendant's counsel further proved by the witness L. D. Stone that the fare established by the company for transportation of passengers from Madison to Janesville was one dollar and sixty cents, at the rate of four cents per mile, and that had been the rate for more than six years prior to May 13th 1874; and that he was acquainted with railroad business and had been engaged in it for nearly twenty years, and that the rate charged by the company was no more than a reasonable rate and compensation. The defendant further introduced proof to show that the Chicago, Milwaukee and St. Paul Railway Company was a corporation organized and existing under the laws of the State of Wisconsin; that it was formed under the provisions of chapter 121 of the laws of 1856, which chapter was incorporated into the revised statutes of Wisconsin of 1858 as a part of chapter 79; that said corporation was organized and formed on the 5th day of May, 1863, by the purchasers of a portion of the LaCrosse and Milwaukee Railroad at a sale of said road by the marshal of the district of Wisconsin on the foreclosure of a mortgage trust-deed given by the last named company to Green C. Bronson, James T. Sautter, and Shepherd Knapp, as trustees; that articles of association were made, signed, and filed by said purchasers in the office of the secretary of state of the State of Wisconsin, under and in pursuance of the statute above named, on the said 5th day of May. (Insert after the close of the defendant's testimony as follows:) The defendant rested, and the State introduced the following testimony: The State also offered & read in evidence the following acts of the legislature of the State of Wisconsin: 1st. An act entitled "An act to incorporate the Madison and Prairie du Chien Railroad Company," approved March 24, 1852, being chap. 149 of the laws of 1852. 2. An act entitled "An act to consolidate the capital stock of the Madison and Prairie du Chien Railroad Company with the capital stock of the Milwaukee and Mississippi Railroad Company," approved June 25th, 1853, being chapter 320 of P. & L. laws of 1853. In Supreme Court. James Kneeland, being duly sworn, says that he was one of the first board of directors of the Milwaukee and Waukesha Railroad Company; the said first board of directors was elected on the tenth day of May, A. D. 1849; that said company was organized on that day, and that said company was not organized prior to that day. JAMES KNEELAND. Subscribed and sworn to before me this 17th day of September, A. D. 1874. GEO. H. NOYES, Notary Public, Milwaukee County, Wis. At a meeting of the board of commissioners of the Milwaukee & Waukesha Railroad Company, held in pursuance to public notice as prescribed by law Present, Samuel W. Weeks, president of board; Daniels Wells, jr., Byron Kilbourn, Alexander F. Pratt, Edward D. Holton, William A. Barstow, Alex. W. Randall, and Josiah A. Noonan The following order, among others, was made, to-wit: It appearing to the board of commissioners, from subscription presented, payments made, and from receipts of the treasurer, that one thousand shares of stock of one hundred dollars each had been subscribed, and five dollars on each share actually paid in, as required by law: It is ordered that the statement of the secretary and two or more of the commissioners, authenticated by their oaths, that the subscriptions and payments have in good faith been made as required by the act of incorporation be deposited with the treasurer of the county of Milwaukee. Attest: ALEX. W. RANDALL. L. W. WEEKS, Prest. |