Year: 1867




o. the ii nts and place when and where
they will sitIto receive subscriptions for
the stocks of said corporation in exchange
for the bonds aforementioned. And the
books for such subscription shall remain
open at least ten DAYS after the last pub
licaton Of such notice And said com
missioners shall at the time and place APP
pointed proceed TO receive snch subscrip.
tions and to receive the bonds in exhanpe
therefor. And no such subscription shall
b. received for greater sum than the
amount due as herein pro\i led upon
bonds under said second mortgage, actually
| deposited by the subscriber at the time of
his subscription with sai ,mmissioners.
AMI if the holders of three fourths in
amount of said bonds do not subscribe for
sIch stock in exchange therefor, then said
commissioners shall return TO each subscri.
bJr the bonds 50 10y him deposited


Sec. 5. When the holders of three
fourhs in amount Of said bonds shall
have subscribed for such capt. Il stock in
exchange for sad bon i in the mrnner
herein provided, sail commissioner. shall
certify the fact under their hands and
seals, and cause such certificate to be
racorle in the off C of the Secretary of
Sire. Ard said comm;s-io shall
then call the first meeting of said stock
! holders for the organization of said com
panv, 10 be holden at Rutland on some
day by said commissioners TO be sig
mated Anl ten days notice shall be
given by sail commissioners of the tim3
AMI place of sal | meeting to each of said
stockholders, either personally or by m Ill,
properly directed and post paid.


Sec. &. The officers of SAID corporation
who sha be chosen at said first meeting
shall not be less than five, nor more than
! nine directors And said directors shall
elect one of their number as president,
and shall appoint treasurer and Il clerk.
And all said officers shall hold Office for
one year, and until others are duly elected
or appointed in their steal


Sec. :. When s,il corporation shall
have been duly formed and organized
under the provisions of this act, it shall
become vested with AL the powers, rights,
privileges and franchises for maintaing
and operating said railroad, which were
vested in and enjoyed by said Rutland &
burlington Railroad Company. And it
shall be subject to like duties and liabil-
tiles And shall likewise succeed to, hold
and enjoy all rights, benefits. title and
advantage derived or TO be derived bv the
trustees of said second mortgage or deed
of trust under any decree Of foreclosure of
the same or of sale of said road anl mort
gagged property. AMI all rights title and
interest acquired by said trustees under
any such foreclosure or sale shall vest in
said corporation. AMI said corporation
may at once take possession Of and main
tain and operate sal railroad subject to
all cXl'tng rights of other parties, and
may proceed in any mlnncr it may deem
expcdent, either by purchase or other
wise. to obtain the title and ownership or
the use and benefit of the whole estate,
and to satisfy the interests or claims, un-
divided or otherwise, of any other party
on parties interested in said railroad or any
part thereof. And until the interests OF
such other parties shall become vested in
such new corporation. said corporation
shall be the trustees thereof, and shall be
accountable therefor as such


Sec. S. Said corporation shall be au-
| thorized upon vote of their directors to
issue preferred or guaranteed stork for
the purpose of satisfying, paving or pur-
chasing prior claims or incumbraccs upon
or interests in said road and property, and
not exceeding in amount the amount
justly due upon said prior claims or in
/ cumbranres And such stock may be
exchanged for such prior claims or incnm.
brances upon such terms as may be agreed
on. AMI said preferred or guaranteed
stock when 50 issued shall be entitled to
receive dividends from the earnings and
income of sail corporation at the rate of
seven per cent. per annum, payable semi.
annually free of United States tax, before
any other dividends shall he made there.
from. And said corporation shall pay
and shall be liable to pay such dividends
on said preferred stock semi.annually
from their earnings or income. And until
declared, interest shall be addel 10 each
dividend from the end of the half year
when the same should he declared. And
no dividends shall be paid on the common
stock of sad corporation until dividend
Is made on said preferred stock. nor while
any scmi-annual dividend on said stock or
interest thereon, herein provided tor, re-
mains undeclnred. AMI no mortgage of
SAID road and propcrty,or any part thereof
shall be made by said corporation that
shall take precedence of said preferred or
guaranteed stock in the application of the
income of said corporation.


Sec Q. No preferred or guaranteed
stock shall be issued by said corporation
un'ess an equal amount of claims or in.
cumbranrcs on said road and property
prior To that of said corporation shall be
thereby satisfied, retired or exchanged
therefor. And if any such proferrei or
guaranteed stock shall be issued in VIOLA
ton OF the provisions of this section, the
directors OF said corporation shall be per-
sonaly liable 10 any holder Of such stock
for such damag as he may sustain in
cons quence Of such over issue.


Sec TO- Said corporation shall be