Green-Mountain freeman. [volume] (Montpelier, Vt.) 1844-1884, 1867-04-03

this act until such contract shall be author
lied by vote of the directors of said company,
and approved by vote of three-fourths in |
amount of the stockholders of said compa- |
nv, at legal meeting thereof.
See 4. This act shall take effect from its
passage
Approved March %, 1867.
An Act to incorporate the Rutland Railroad
Company
Ii is hereby enacted, etc.
Sec l. John b. Page, Edwin A. Birch
ard, Peter Butler. John b. Taft, James 5.
Whitney, Aaron B. Spencer, Frederick Chat
fee and John S Eldridge, bond holders under
! the second mortgage deed of trust on the
Rutland and Burlington Railroad, in the
State of Vermont, their associates and sue
cessors are hereby incorporated under the
name of the Rutland Railroad Company, for
the purpose of holding, maintaining and op-
Grating the said railroad. and as such shall
have succession and be entitled to all the
rights and privileges of Il corporation.
! Sec . The capital stock of said corpora
ton shall be three millions of dollars divided
into shares of one hundred dollars each.
And every holder of bond secured by said
second deed of trust or mortgage ON SAID
Rutland and Burlington Railroad shall be en-
titled to surrender the same to said corpora
ton and TO receive in lieu thereof one share
of capital stock for each hundred dollars of
principal and interest due on such bond.
Sec 3 This act shall not take effect to
incorporate said company unless the holders
of three fourths in amount of the bonds is
sued under said second mortgage shall with
in four months after the passage of tins act
: surrender their bonds as hereinafter pro-
vided.
: See +. John Prout and John Howe, Jr.,
) are hereby appointed commissioners whose
: duty it shall be to give public notice in one
newspaper published in the city of Boston,
: and one newspaper published in each county
r through which such road runs, for three
weeks successvely, of the time and place
l when and where they will sit to receive sub
scriptions for the stock of said corporation
in exchange for the bonds aforementioned.
e And the books for such subscription shall re-
r main open at least ten DAYS after the last
i publication of such notice. And said com
. missioners shall at the time and place ap-
4 pointed proceed to receive such subscriptions
5 and to receive the bonds in exchange there
for. And no such subscription shall be re
d ceived for a greater sum than the amount
: due as herein provided upon bonds under
u said second mortgage. actually deposited by
d the subscriber at the time of his subscription
r with said commissioners. And if the hold
e ers of three fourths in amount OF said bonds
d do not subscribe for such stock in exchange
It therefor. then said commissioners shall re
u turn to each subscriber the bonds SO by hin
deposited.
Y Sec s. When the holders of three fourth
IS in amount of said bonds shall have subscrihe'
= for such capital stock in exchange for saiC
, bonds in the manner herein provided, sai'
It commissioners shall certify the fact unde
/, their hands and seals, and cause such certlh
cate to be recorded in the office of the Secre
% tarv of State. And said commissioners shal
/ then call the first meeting of said stool
/ holders for the organization of said company
'e to be holden at Rutland some day by sal
to commissioners to be designated. And tel
N davs notice shall be given by said commits
sioners of the time and place OF said meet
ut ing to each of said stock holders, either pei
ot sonally or by mail, properly directed an
post paid
ut Sec. g. The officers of said corporatio
I'd who shall be chosen at said first meetin
in shall be not less than FIVE. nor more tha
n nine directors. And said directors sha
e elect one of their number as president, an
m shall appoint a treasurer and clerk. An
I'd all said officers shall hold office for yeal
e and until others are duly elected or appoint
n ed in their stead.
ed Sec. :. When said corporation shall hav
re been duly formed and organized under th
be provisions of this act, it shall become veste
MT with all the powers, rights, privileges an
k, franchises for maintaining and operatln
ce said railroad, which were vested in and Ell
d loved by said Rutland and Burlington Raj
q road Company And it shall be subject I
til like duties and liabilities And shall likewis
RS succeed to. hold and enjoy all rights, benefits
b. title and advantage derived or to be derive
,lt hv the trustees of said second mortgage
deed of trust under any decree of foreclosul
ed of the same or of sale of said road an
rs mortgaged property. And all rights. tit
It and interest acquired by said trustees und'
)f, any such foreclosure or sale shall vest
es said corporation And said corporation ma
le- at once take possession of and maintain al
operate said railroad subject to all existiT
70 rights of other parties, and may proceed
p anv manner it may deem expedient, eth
re- by purchase or otherwise. 10 obtain the tit
OF and ownership or the use and benefit OF q
ny whole estate. and to satisfy the interests
IN claims undivided or otherwise, of any 9th
lrt party or parties interested in said rallro;
M or any part thereof And until the interes
I'd. of such other parties shall become vested
av such new corporation. said corporation sh;
OF be the trustees thereof, and shall be accoun
lld able therefor as such.
lp- See. 8 Said corporation shall be autho
lx- lied upon vote OF their directors TO issue
ed. preferred or guaranteed stock for the purpo
es, of satisfying. paying or Purchasing pri
OF claims or membranes upon or interests
SAID road ana property. ana not eAcetuliS
'ed amount the amount justly due upon sa
be prior claims or membranes And su
of stock may be exchanged for such prior clail
ire or membranes upon such terms as may
Ter agreed on And said preferred or guara
rer teed stock when so issued shall be entitl
nd to receive dividends from the earnings a
re- income of said corporation at the rate
lse seven per cent. per annum, payable seml-a
me nually. free of United States tax, before a
in other dividends shall be made therefro
ny And said corporation shall pay and shall
the liable to paw such dividends on said PREFER
on stock semi-annually from their earnings
in income. And until declared, interest sh
aid be added to each dividend from the end
as the half wear when the same should be
nds cIared And no dividends shall be paid
the common stock of said corporation un
its dividend is made said preferred stoe
nor while any semi-annual dividend on s;
stock or interest thereon. herein provlo
for, remains undeclarcd. And no mortga
ut of said road and property, or any part the
ing Of shall be made by said corporation tt
shall take precedence of said preferred
guaranteed stock in the application OF
md income of said corporation.
and Sec. 9. No preferred or guaranteed sto
ac- shall be issued by said corporation unless
ngs equal amount of claims or membranes
ing said road and property prior to that of s;
or CORPORATION shall be thereby satisfied, retil
low or exchanged therefor. And if any 81
on preferred or guaranteed stock shall be lssu
all in violation of the provisions of this secti
ere the directors of said corporation shall
af- personally liable to any holder of such ste
ad, for such damages as he may sustain in c.
rk, sequence of such over issue.