The New York herald., 1869-11-04
isksex County, N. -
Arw ANN
THE NEW YORK CENTRAL AND HUDSON
RIVER RAILROAD CONSOLIDATION.


the Directors Of Each RoMd.
The following are tho terms Of consolidation agreed
on by the directors OF the New York Central and
Hudson River Railroads. at meeting Of the former
IN Albany and the latter In this city on Monday
Agreement Of consolidation made the fifteenth day
Of September III the year one thonsaad eight hun
dred anu Hxty-nlne, between "lhe New York Gen.
trail Railroad Company" party OF the first part, And
.".rhc Hudson River Railroad Company" party Of
the second part
Whereas, by an act OF the Legislature OF the
state OF New York. entitled IAN act authorizing
the consolidation Of certain railroad companies,
passed May 20, 1892 the said companies
a poes iesi ssvss sns
consolidation VIII be OF advantage 70 the stock
holders OF said companies and to the interest OF the
State,
Now therefore, this agreement witnesseth, thatin
pursuance OF the said act OF the Legislature the par
ties hereto DO hereby prescribe the following terms
and conditions OF sucn consolidation 3nI dQ Fespec.
lively agree thereto and to the mode OF Carrying the
same into effect as herein provided.
ARricLH j. The said companies do hereby agree TO
merge and consolidate, and do hereby constitute
and form one corporation, by the name OF .Ine New
York Central and hudson River Railroad Company
Said corporation shall continue I0r the term 0l 500
years.
ART. 2. The number OF the directors OF the new
corporation shah be thirteen, ana the following
named persons shall constitute the arst Board OF
Directors, viz:-C0rnellus vanderbilt OF New YORK,
Chester " 0nap .! SprnSns sr.no mass Il aiSanv
IL. IL. Baxter, OF New York; William II. Vanderbilt,
Of New York; Horace 4. Clark, OF New York; James
u. Banker, OF New YORK; William A. Klsaan, OF
New York; George J. Whitney, Of Rochester, N. y;
Joseph Harker OF New York; Samuel 4. Barger, OF
New York; Samuel Barron, Of New York. Said
directors shall hold onlce US sucn until the 1rst
wednesday OF June, 1870, and until their Successors
shall be chosen
ART o. The following named persons shall be the
rst officers ol the new corporation, and snail hold
their respective of1ices untu Others shall be ap
pointed In their places by the Board Of Directors
Cornelius Vanderbilt Presidents William u. van-
derbit, Vice President; Edwin D. Worcester. Treas.
urcr; Augustus Scaell, Secretary.
ART. 4. There shall be an annual election for direc-
tors oi the new corporation on the first Wednesday
Of 3ans III easa year suSn sieSn9n M sha s pG ne1 az
Drectors The sand directors shall be chosen by
majority of the votes OF the stockholders voting
as such election In shcn manner as may DC pre-
scrbed in the bylaws OF the corporation, and
they shall continue 10 be directors until the
others nre elected in their places In the election
Of directors each stockhoder shall be entitsed to
roie either III person or BY proxy for each share
Of stock held by such for thirty days pre-
vicus to any such election. Vacancies in tho Board
OF Directors shall be hllcd In such manner ~ shall
be prescribed by the bylaws OF the corporation.
The inspector OF the rst election OF directors shall
Ae appointed by the first Board OF Directors. The
officers Of the new corporation enumerated In the
preceding article, or such others as may from ilme TO
tune he prescribed In lieu thereof or In addition
thereto by te pyiaws or regulations OF said e9rpo-
Board of Directors and shall hold their respective
offices durlng the pleasure OF the Board.
ART. s. The capital stock OF the new corporation
to be now ISSUED shall be 445, 900, and the
authorized number or shares OF sald capital STOCK
shall $780, 600. Tile amount or pae OF each share
shall be $780, Two hundred a.u eighty seven thou-
sand nine hundred and 1fry OF sa shares shall bo
forthwith issued to the holders OF TIE capital stock
ols the said New York Central Railroad Company,
on the surrender OF ther stock certificates,
change for the shares OF stock OF said company held
by Them share Tor share and is0 ns Of SAID shares
s6s he also forhwitn issued TO the hoicers Of the
capital stock OF the Hudson River Railroad Com
papy, the surrender OF their stock cerncaies in
exchange tor the shares OF STOCK OF said company
ned by them, share for share. The said capital
stock may st any time ct the option OF the Board or
Directors OF consolidated company, be Increased
| to an amount sufficient TO capitalize at PAR the
interest certificates heretofore issued BY the New
1 ton Of the Board OF Directors Of said company,
passed December 10, 1855, and also the consolidation
certificates authorized to be Issued III pursuance Of
This agreement.
No further or other issue OF shares Of cspns stock
beyond the amount necessary ior me capitalization
! shalt be made, uniess such increase shall bo first
authorized aud approved by two.thirds 10 amount OF
Such increase must be first sanctioned by vote IN
person or by proxy of two-thirds In amount OF all
the stockholders oil the consolidated company, AZ q
meeting OF such stockholders called by the directors
| Of the company ior that purpose, by written OF
I printed notice 10 each siocknoder, TO be served on
4 nim personally or by deposing the same properly
folded ana add resed to HIM the pos, once nearest
his usual place Of residence In the post office
! &c least twenty days prior to such meeting Such
nosice must state the time and place OF the meet
| lnr and It's ob,eci and the amount 10 which IL II
proposed to increase the capital stocK The pro
ceedlnas Of such meeting Of stocknoldera must he
entered in the minutes Of tho proceedings OF the
I
the capital stock may De Increased 70 the amount
sanctioned by such vote Of the stockholders OF the
| company. and for the purposes authorized by such
| vote, and none other.
ART 8. All the bonded or other Indebtedness OF
either OF said corporations including such portions
Of sucn Indebtedness ss may be secured BY mort
gage otherwise, and All agreements made ny the
SAID corporations or either VI Them, incuiins espe-
cnlly the debt certificates Issued Dy the New urk
| Central Railroad Company 10 pursuance oi the con-
solidation agreement OF May H. 1904 aud also the
] interest certificates issued by tho said New York
Central kaliroad Company In pursuance Of resou-
ton Of the Board OF Directors Of SAID company,
passed December ~, 1885, hereby declared 70 be
| valid and binding on the new corporation, and are
| assumed by and are 10 be paid and performed by
| the sand new corporation according 10 tue terms,
| tenor and eject thereon.
ART. !. For the purpose OF equallzlng the values
OF the property OF sad consolidating Companies
| and making compensation TO the stockholders OF
said companies, respectively, for all differences in
| such va4nes The parties hereto do further agree
shall be issued 70 the stockholders OF the
sad companies certificates 10 he called consollJa a.
ton certificates, and which shali provide that the
same Shalt be payable fateabiy, at the pleasure OF
the company, out OF ITS future earninge, aud tha,
| unul tue same be wholly paid on ana redeemed
| at the same rates ana times as diyidenis shai ID
| paid uDon the shares vi tho capital stock. Such
| consolidation certificates shall be issued for sucl
! purpose Of equalization as follows, VIZ
| Fi-st-Io The stockholders OF tue New York Gen.
tra Railroad Company there shall be issued con-
yodation certificates FOR twcnty-seven per cent or
| twenty-seven dollars each $500 OF tne capita
| STOCK OF SAID company.
| .Ss.oad-To the stockholders OF tho Hudson River
! Railroad Company there shall be Issued consoIida
ton certificates ior eigaty-aye per cent. or eighty
five dollars ON each 800 of the capital stock ol said
company.
| For the further purpose OF sucn equalization
there snal be retained, OUT o the assets OF tue New
| YORK Central Railroad Company, tue sum ol
| x5ls310, which sum shall be distributed rateably
among the holders OF tho stock certificates and the
holders Of the interest certificates OF the New YORK
Central Railroad Company, NJ the time OF the ex-
cnaDgo OF the Stock certificates after the perfection
| OF the consolidation AS therein provided fne
tweny.seyen per cent in consolidation certificates
herein PROVIDED being the compensation To the
stockholders OF the New York Central Railroad Com.
| pany, both In respect TO their stock aud their ID
tstest certificates Tor eighty per cent OF the pa,f
OF such sock heretofore Issued 10 the s,ocS
h0lde.S of said company. IN respect to suGn
stock. it IL understood and agreed that
each stockholder OF the New YORK Central Railroad
Company shail, at the tme he snail receive HIS Goa.
soldslLon eertneaLe OF twenty ssyen per cont Pr.