Year: 1862




the south margin of the valley Of the Re.
publican river and the north margin OF tn,
valley of the Platte river, in the Territory
of Nebraska, to the western boundary O
Nevada Territory, upon the route and term!
hereinafter provided, and is hereby vested
with all the powers, privileges, and immu-
mites necessary TO carry into effect tbs
purposes Of this act as herein set forth
The capital stock of said company shal
consist of one hundred thousand sharel
of one thousand dollars each, which shal
be subscribed for and held in not more
that two hundred shares by any one per-
son, and shall be transferable in such man.
ner as the bylaws of said corporation shall
provide. The persons hereinbefore named
together with those 10 be appointed by the
Secretary of the Interior, are hereby con.
stituted and appointed commissioners, and
such body shall be called the Board Of
Commissioners of the Union Pacific Rail.
road and Telegraph Company, aud twenty
five shall constitute a quorum for the
transaction of business. The first meeting
of said board shall be held at Chicago al
such time as the commissioners from IlIi-
nOis herein named shall appoint, not more
than three nor less than one month after
the passage of this act, notice of which
shall be given by them to the other COM
missioners by depositing call thereof in
the post office at Chicago, post paid, to
their address, at least forty days before
said meeting, aud also by publishing said
notice in one daily newspaper in each Of
the cities of Chicago aud Saint Louis
Said board shall organize by the choice
from its number of president, secretary,
and treasurer, and they shall require from
said treasurer such bonds as may be
deemed proper, and may from time to time
increase the amount thereof as they may
deem proper. 1t shall be the duty Of said
board of commissioners to open books, or
cause books to be opened at such times
and in such principal cities in the United
States as they or quorum Of them shall
determine, to receive subscriptions to the
capital stock of said corporation, aud a
cash payment of ten per ceutum on all
subscriptions, and to receipt therefor.
So soon as two thousand shares shall
be in good faith subscribed for, aud
ten dollars per share actually paid into
the treasury of the company, the said
president and secretary Of said board of
commissioners shall appoint time and
place for the first meeting Of the subseri-
bers to the stock of said company, and
shall give notice thereof in at least one
newspaper in each State in which sub
scription books have been opened ut least
thirty days previous to the day of meeting,
and such subscribers as shall, attend the
meeting so-called, either in person or by
proxy, shall then and there elect by ballot
not less than thirteen directors for said
corporation; and in such election each
share of said capital shall entitle the own
er thereof to one vote. The president and
secretary of the board of commissioners
shall act as inspectors Of said election, aud
shall certify under their hands the names
Of the directors elected at said meeting /;
and the said commissioners, treasurer, and
secretary shall then deliver over to said di-
rectors all the properties, subscription
books and other books in their possession,
and thereupon the duties of said commits
sioners and the officers previously appoint
ed by them shall cease and determine for
ever, and thereafter the stockholders shall
constitute said body polite and corporate.
At the time of the first and each trienuiaI
election of directors by the stockholders
two additional directors shall be appointed
by the President of the United States, who
shall act with the body of directors, and 70
be denominated directors on the part of the
Government; any vacancy happening in the
Government directors OF any time may
be filled by the President of the United
States. The directors to be appointed
by the President shall not''be stOckhold-
ers in the Union Pacific Railroad Com
pauy. The directors so chosen shall, as
soon as may be after their election, elect
from their own number q president and
vice president, and shall nlse elect a trea-
surer and secretary. No person ohRll be q
director in said company unless he shall
be bona fide owner of at least five shares
of stock in the said company, except the
two directors to be appointed by the Pres
ident as aforesaid. Said company, at any
regular meeting of the stockholders called
tor that purpose, shall have power to make
bylaws, rules and regulations as they shall
deem needful and proper, touching the
disposition of the stock, property, estate
and effects of the company, not incousis-
tent herewith the transfer of shares, the
term Of Office, duties and conduct of their
officers and servants, and oil matters
whatsoever which may appertain to the
concerns of said company; and the said
board Of directors shall have power to ap-
point such engineers, agents, and subordi-
mates as may from time to time be neces-
sary to carry into effect the object of this
act, and to do all acts aud things touching
the location and construction of said road
and telegraph. Said directors may re-
qnire payment Of subscriptions to the cap
ital stock, after due notice, at such time
aud in such proportions as they shall
deem necessary to complete the railroad
and telegraph within the time in this act
prescribed. Said president and vice pres
ident and directors shall hold their Office
for three years, and until their success
ors are duly elected and qualified,
or for such less time as the bylaws
of the corporation may prescribe; and q
majority of said directors shall constitute
q quorum for the transaction Of business.
The secretary and treasurer shall give such
bonds, with such security, as the said
board shall from time TO time require, aud
shall hold their offices at the will and
pleasure of the directors. Annual meetinRs
Of the stockholders of the said corporation,
for the choice of officers (When they are to
be cbosen) aud for the transaction of au-
nual business, shall be holden at such time
aud place aud upon such notice as may be
=. Al. L.