The San Francisco call. [volume] (San Francisco [Calif.]) 1895-1913, 1895-04-06

SAID road that the basis Tor 1relgnts anu ldISs
shall be the lowest rates OF charges when Will
yield sufficient revenue to the company TO pay
for the proper maintenance, operation ana bet
terment of said road, together with proper pro-
vision for the payment of interest on any
bonded Indebtedness, if any there be, together
with the creation of sinking fund thereIor, as
required by law; also for the creation OF sur
plus fund for the use of said road ana the pay
ment to the stockholders OF sum not 10 ex,
coed six ~ per cent per year upon the capltal
stock actually paid into said corporation.
Third-In the event of the death, resigna-
ton or disability OF any OF the trustees, 10
nominate in writing some holder OF trus-
tees certificate to fill each and every vacancy,
and upon such written nomination by the sur
yiying trustees, approved in wrlting ny une
holders OF trust certificates representing three,
fourths 90 of the capital stock covered Dy sald
trust certificates, said trustee shall from ana
after the filing of said nomination so approved,
with the secretary OF said corporation, the san
Francisco and San Joaquin Valley halfway
Company, be as fully vested with said shares OF
stock and trust as il he was one OF the orlglnai
trustees above named.
Fourth-The said trustees agree that all divi-
dends received by them upon the shares OF
stock in said the San Francisco ana san
Joaquin Valley Railway Company shaii pe
allotted, apportioned and paid over by them
on demand to the holders OF said trust certl-
fcates hereinbefore mentioned, ratably, so
that the holder of each of said trust certificates
shall receive the same amount as he would
have been entitled to receive if he had been
stakeholder of said railroad company Tor
number of shares corresponding to the num-
Der OF shares represented upon said trust certl-
fcate.
And said trustees further agree that they will
not knowingly vote said stock for the benefit OF
or in the interest of any person or corporation
or interests hostile to the interests OF or IN
business competition with the San francisco
and San Joaquin Railway Company, or OF, or TO
or in favor OF any party or parties or company
or companies owning or controlllngany paral li
line of road to the detriment and injury OF the
corporation hereinbefore mentioned; ana Sald
trustees further agree that the said road snail
not be leased to nor consolidated with any
company which may own, control, manage or
operate any of the roads now existing in the
San Joaquin Valley, and the trustees shall not,
nor shall their successors, have any power as
stockholders TO assent TO any such consolda,
ton or lease, or in any way TO put the SAID road
under the same management as that OF any
other railroad now existing IN the SAID san
Joaquin Valley.
Fifth-Said trust shall continue in full force
and effect for the period of ten years from the
date hereof provided that the same shall be
terminated at any time before the expiration
of said ten years, should the holders OF the
said certificates for three-fourths of the stock
held subject to said trust, at a meeting called
after ninety days notice, in writing, to all OF
the holders OF said beneficiary certificates, so
request and determine; and provided, further,
that in the event of the death OF all of the sub
scribers hereto before the expiration of ten
years aforesaid, then this trust shall cease and
determine.
Sixth-Upon the termination of said trust
and upon presentation of the remainder of
said trust certificates, to deliver TO the owners
of each of said trust certificates certificates for
the capital stock OF said railway company cor
res bonding in numbers and in par value with
the shares OF stock which by said certificates
the said trustees are bound to deliver, so that
upon the surrender of all of said trust stock
certificates the said trustees will have deliv-
cred all of the capital stock OF said corporation,
the San Francisco and San Joaquin Railway
Company.
And it is mutually agreed: That no stock of
said corporation, the San Francisco and San
Joaquin Valley Railway Company, should be
issued except that the subscriber to said stock
becomes parry to this agreement, and con-
sents that said stock be issued. and the same
shall be issued to said trustees, subject to the
terms of the trust, as hereinbefore expressed.
And it is further agreed that the trustees and
their successors, holding under and by virtue
of the terms OF this agreement, shall be in
eligible to hold any position or Office of profit,
or as directors, or otherwise, in the said San
Francisco and San Joaquin Valley Railway
Company and that said directors shall not at
any time furnish any supplies to said corpora
ton, or be interested, directly or indirectly,
in any contract with the said corporation, other
than as trustees, and shall act as such trustees
without compensation.
An amendment offered by NJ w.
Belshaw that any holder of stock certii-
Gates should have the same right to ex-
anime the books of the company as if
he was a stakeholder provoked a good
deal of discussion, John T. Doyle being the
principal spokesman.
The feeling was pretty well defined
against making any changes in the form
of the document, but the amendment
given above was adopted, that, however,
peing the only change made.
The vote on the adoption of the report
was then proceeded with, the roll of stock
holders being called and each holder
present voting aye. A number of stock
holders were represented by proxies, but
of all the shares voted not one was cast
against the adoption of the agreement as
read.
The result showed that 10, 443 shares had
been voted out of total subscription of
g, 9s1 shares, II, PAL only being required to
make the election legal.
Ex-United States Senator Williams here
said that in order that there should be no
complications arising out of the action of
the meeting he would move that the secre-
tary be instructed to cast the vote of all the
shares represented for the trustees named
and for the form of pooling agreement as
read.
This was unanimously carried, and
Chairman Spreckels then said:
Gentlemen, [ now declare the trustees
named elected and the form of pooling
trust adopted as read by the secretary
After adopting resolution that printed
copy of the proceedings be sent to each
stakeholder the meeting adjourned.