Western liberal. (Lordsburg, N.M.) 1887-1919, 1911-08-11
Confined from Pave N

WHEREAS, The party Of the first part owns
and operates n limo OF milruud extending
from the Nuwn Of Clifton. % the county OF
Greeniec. Territory Of Arizona. 10 the town Of
LordshurR. 10 the County Of Grant. Territory
30 New Mcxico and the party Of the second
part owns and opcrutce q railroad extending
from the said town Of Iordsbutt 10 tho town
Of Hachita. IN the County Of Grant. Territory
of New Mexico the said two railroads forming
n continuous line ~ railroad from the said
town Of Clifton to the said town OF ffachiu
and
wHEREAs. The amount Of apita stock of
the party OF The hrst part Is two million three
hundred thousand dollars ftg.a00OO0l, par
value. which amoun has been actually tx.
pended In the construction and equipment OF
its said railroad. and the amount Of the rapi-
tai stock OF the party OF the second part Is
I'VE hundred thousand dollars ssO0.OOD. par
value, OF which four hundred eixty-nine
thousand dollars r469,OOW has been issued and
is now outstanding. and which amount has
been actually expended In the construction
and equipment OF is said railroad; and
WHEREAS, The interests OF both tho said
companies would be promoted by their con
solid alton into one corporation and the oper-
HA" NANNN NV W NNNNNHN NJ n NINN NNNNNNs
aud the convenience and interest OF the pub.
lie wonld also be promoted thereby; and
WHEREAS. In the opinion Of competent en-.
gineers. the amount Of the capt. stock re-
quired for the purposes OF such consolidated
corporation Is at least three million dollars
N3O00.0OO;
Now. THEREFoRF. the parties hereto do
hereby agree to consolidate all their capital
stocks, properties. rnads. equirmcnt adj
juncis. franchises. claims, dsinands. con-
tracts, agreements. obligations, debts. liablIi-
ties and assets OF every kin and description.
upon the following terms and conditions. and
in the following manner;
l.. A consolidp tod corporation shall be
formed by the parties hereto, in accordance
with law. which shall succeed to all their sew
eral capital stocks, properties, roads. equip
nents. adjuncts. franchises, claims, demands.
Contracts. agreements. assets. chooses and
rights in action OF every kind and descrlp-
tion' both at law and in equity. and shall be
entitled to possess. enjoy and enforce the
same as fully and completely as the parties
hereto, respectively, might have lone had no
consolidation taken place; and IL shall also be
subrogated to the parties hereto. and each OF
f 80 ANNENNA W AM AHN ENuNINfAN MIll
agreements with other parties, and all their
debts, obligations and liabilities OF every kind
and nature. to any persons, corporations. or
bodies polite. whomsoever or whatsoever.
II. The name OF such consolidated corpora-
ton shall be The Arizona and New Mexico
Railway Company; its term Of existence shall
be fifty l5D years, and the place where its
principal business is to be transacted shall be
the Town Of Clifton. in the County of Green
lee. Territory OF Arizona. 1t shall also main
tain an Office where its principal business in
the Territory of New Mexico is to be trans
acted. in the Town of Lordsburg, County Of
Grant. Territory of New Mexico.
III. The capital stock of such consolidated
corporation shall be Three Million Dollars
o3,OOO,OO0l par value. which Is not I'm excess of
the amouut actually required for the pur-
poses OF such corporation. ms estimated by
competent engineers, divided into Thirty
Thousand 00,OOO shares of One Hundred Dol
lars 800 each, OF which Two Million Seven
Hundred and SiXty-nine Thousand Dollars
NE'76a,OO represents cost OF the construction
and equipment Of the roads OF the parties
hereto and il the amount OF their aggregate
outstanding capital stock. which has been
fully paid.
~. The number OF directors OF such con-
sOlidated corporation shall he nine. and the
names and residence OF the persons appointed
TO act as such until their successors are
elected and qualified. are
J, G. Hopkins. residing at Ashburn. Va.
Don II. Kedzle, residing at Lordsburg, N. NJ.
Joseph A. Leahy.
CIV. Beck, Clifton. Arizona.
M. Egan, "
y. NJ. Williams. "
Paul ReisinRer
George W. Fraser.
AT. Thomson.
v. Articles of ncorpOratlOn and cOnsolida-
tion shall be prepared and filed as required by
law, and the FIRST meeting OF the stockholders
OF such consolidated corporation shall be
held as soon thereafter as may be convenient
Until such meeting of the stockholders the
directors designated in Article Nv hereof shall
have the entire management and control of
the business and Affairs Of such consolidated
corporation as fully and completely and with
the same powers aud duties as they would
nave II such meeting of the stockholders had
been held and they had been duly legally
elected directors At such meeting. Immedi-
ately after such meeting OF the stockholders.
'HeA 10 mNGAluE OF the directors OF |
such consolidated corporation. who shall
forthwith make all necessary arrangements
Tor the issuance of certificates Of stock of the
said corporation, In accordance with the
terms and conditions speciaed IN Article VI
hereof.
VI. Twenty-seven thousand ak hundred
and Ninety t2z,6o0 shares Of the capital stock
such CONSOLIDATED corporation shall be
Issued as full paid 10 the holders OF the cap
ital stock OF the parties hereto, share FOR
share, upon the surrender OF the certificates
stock OF such holders, respectively. except
that the AzoO shares which the party Of the
nrst part would be entitled TO receive here
under a. the owner and holder Of that num-
Der OF shares OF the stock Of the party OF the
second part shall be issued directly 10 the
stockholders Of the party OF the first part, in
proportion to the humber Of shares OF stock
or the party OF the first part held by them. re-
s~pectivelyi but no certificate or certificates
shall be Issued for a fraction Of q share. The
stockholders OF the parties hereto, by signing
the consent Lnnexed 20 this agreement there
oy agree upon demand, 20 excha nge their re-
apective certificates 81 stock for stock of such
consolidated corporation, upon the terms
herrinDeforc specified, Untl such surrender
or demand Ia made, they and each Of them