The morning call. [volume] (San Francisco [Calif.]) 1878-1895, 1894-09-27

| any aud all meetings which may be called
| held TO creale bonded indebtedness of said
| corporation or TO Increase the bonded indeDt-
| edneSS thereof. and as stockholders represent
| ing the said capital stock and as the persons
| holding the same. 10 vote for and consent TO
all such or any creation or increase of bonded
! indebtedness of said corporation, and also 10
! represent and vote said stock for any and
! ali other purposes, and to sign, execute
| and acknowledge as stockholders any and all
! documents. papers, written assents, bylaws or
amendments To bylaws. contracts, articles OF
consolidation or amalgamatOn, acts or deeds
which in the opinion of a ma jorlty of said
trustees 1t may be necessary desirable or eXpe
dent To sign, execute or acknowledge, and
the power therein conferred upon The said
! trustees by the respective parties hereto is
and shall be irrevOcabe for The said term of
ten years and shall be deemed To be coupled
WIFI an interest in the stock Of the respective
parties hereto, so held in trust, which interest
the said trustees shall hold for the benefit of all
the other parties hereto. And IL Is further
coVenanted and agreed that in The event Of a
consolidation OF said proposed corporation
win any other corporation, and as often as any
consolidation shall be made, il shall be in the
discretion OF a majority of said trustees TO sur
render TO such consolidated corporation the
ceftihcates OF stock held by them as Aforesaid,
and receive III exchange therefor new certit-
Gates III such consolidated corporation or cor
porations, TO be held on the same trusts as
those herein expressed. And 1t Is further un-
derstood and agreed that the majority OF said
trustees shall cause to be issued To the le-
spectiye subscribers TO the capital stock of said
corporation III proportion 10 their respective
subscriptions trustees certificates for stock,
which certificates shall respectively set forth
the number Of shares of stock in the said cor
p0ration held in trust for such subscriber or lis
successor Ill interest, and shall also specify
that The said stock is held subject to the fol-
lowing irrevOcable trusts. TO wit:
First-Said trustees, their survivors suryi-
vOr, successor and successors, shall hold SAID
shares with full power 10 fiji from time TO time
eacn and every vacancy in their number upon
the joint written nomination OF a majority OF
the surviving trustees. Each new trustee shall
be pledged to maintain and operate said rail-
road strictly as competing line, and said new
trustee shall, from and after the filing of said
nomination In the office OF the said railroad
company, be as fully vested with said trust as
If he was one of the original trustees above
named.
Second-The majority OF SAID trustees their
survivors, survivor, successor and successors,
shall, as stockholders aud owners, vote said
shares for all purposes whatsoever upon every
question raised at each and every meeting of
said company, whether annual or special and
at any and all stockholders elections as the
majority Of them shall in their discretion from
time TO time determine. and shall also sign
execute and acknowledge as stockholders in
said company any and all documents articles
OF consolidation and amalgamatOn, written as
sents, bylaws, amendments TO bylaws, con-
tracts, acrs or deeds. which in the opin-
Ion OF majority of said trustees il may be
necessary. desirable or expedent to so sign,
execute or acknowle dge. Such trustees GER
"a fhar
that the shares represented thereby are trans
ferable only upon surrender of such certificates
by conveyance in writing signed by the per-
son 10 whom the same Is issued. or his attorney
thereunto lawfully authorized and registered
IN the trustees transfer book therefor kept by
The parties designated by the trustees for that
purpose; and hat every person accepting any
transfer thereof declares by so doing mat he
receives said shares subject to said trust; and
that such certificate is not valid until signed by
three of said trustees aud registered as afore-
said. The said &c, tihcates shall be transfer
able by Endorsement and registration as above
provided in the same manner as shares OF stock
ordinarily are.
Said trustees shall cause TO be kept record
of their proceedings. in which all their votes,
acts, proceedings and determinations shall be
entered and recorded.
Five shares Of stock each may be transferred
by the trustees 10 aud allowed TO stand In the
names OF the persons selected from time to
time as directors OF the proposed railroad COM
pany TO qualify them as such.
And IL Is further coYenanIed and agreed that
in The event of any consolidation OF the said
proposed corporate with any other corpora
ton, after such certificates have been issued
then such trustees shall have the power at any
time, by majority vote, to call in such issued
certificates ana exchange tie same for other
trustees certificates similar in FORM but repre-
senting stock in such new or consolidated or
amagamated corporation. And in the event OF
any consolidation OF such consolidated or
amagamated corporation with any other cor
poraton, then tile majority of said trustees
shall have the power 10 call in the trustees
certificates heretofore issued and to issue new
trustees certificates, similar in form, In ex-
ch ange therefor, which new certificates shall
represent the stock in such new consolidated
or amalgamated corporation. And the power
in their discretion as stockholders to assent TO
and complete any such consolidation or ANAL
gamation Is hereby conferred on the majority
of the said trustees and their successors Pro-
vided, that said trustees and their success sors
shall in every case obtain at least a majority of
the capital stock OF such amalgamated or con-
solidated corporation, and shall control and
manage and vote The same, and exercise all the
rights OF stockholders with reference thereto
in the same manner aud 10 the same extent
and upon the same trusts as those under which
said trustees are TO control and manage the
stock of said proposed San Francisco, Stockton
and San joaquin Railroad Company, pursuant
TO the terms hereof.
In the event that any dividends are declared
upon the capital stock of said proposed San
Francisco, Stockton and San Joaquin Railroad
Company, or upon the stock OF any cOnsoIi-
dated or amalgamated corporation into which
il may become merged during the continuance
of the trust hereid provided for. such dividends
shall be payable TO the respective holders of
the Aforesaid trustees certificates in propor-
tion TO their respective holdings.
Upon the expiration OF the term of ten wears
from and aftsr the - day OF = A ID. 1894.
hereinabOve provided for, the said trustees or
their successors shall, upon The surrender for
cancellation OF any or such trustees certificates
properly Endorsed, cause TO be Teissued 10 the
persons su:rendering the same In proportion TO
their respective holdings certificates OF stock
In the said proposed San Francisco, Stockton
and San joaquin Railroad Company or in any
consolidated or amalgamated corporation into
which IL may have become merged.
This agreement shall be binding upon the
heirs, executors, administrators, successors
and assigns OF the respective parties hereto
and all parties thereto, and all parties who
shall subscribe their names 10 this agreement
or 10 other agreements substantially identical
herewith, shall be deemed parties 10 This agree
menI, and each and every subscriber hereto
aitiXiDg his name thereby covenants and
agrees 10 ana with such parties as subscribe