"We, the undersigned, do hereby certify that at the annual "meeting of the stockholders of the Galena & Chicago Union "Railroad Company, held at the office of said company in the city "of Chicago on the 1st day of June, A. D. 1864, we were appointed tellers, and that articles of agreement and consolidation "between the Chicago & Northwestern Railway Company and "the said Galena & Chicago Union Railroad Company, of which a copy is hereto annexed, were submitted by the President of the "said latter company, with certain by-laws, resolutions, and pro"ceedings of the directors of the said company adopting the said "articles, subject to the approval of the stockholders; and that a "resolution in respect to a consolidation with the Beloit & Madi"son Railroad Company was also submitted to the said meeting, " and that the following resolutions, to wit. : 666 "Resolved, That the stockholders of the Galena & Chicago "Union Railroad Company, acting by a majority in interest, do "hereby approve and consent to the terms of the consolidation "of this company with the Chicago & Northwestern Railway Company expressed in the articles of agreement and consolida"tion submitted, and do hereby approve and consent to the action "of the board of directors upon the said articles as reported to "this meeting; and do hereby authorize and request the board "of directors and its officers, as empowered, by the resolutions of "the said board, to cause the said articles to be duly executed in "behalf of this company; and to be carried into full execution. "Resolved, That the stockholders of this company hereby au"thorize the directors of this company to enter into a consolida"tion with the Beloit & Madison Railroad Company, on such "terms as may be agreed upon by the said board of directors, "and the stockholders of this company do hereby consent to and 666 approve of such consolidation when made,' "being moved and seconded and a vote thereon by viva voce of "the stockholders present or represented by proxy, being ordered, the undersigned, did canvas the said votes-that votes on we, 33,847 shares were cast, being a majority of the whole number "of shares outstanding, all of the votes so cast were in favor of "each and all of the resolutions aforesaid; and that thereupon the "said resolutions and each of them were then and there declared "to be adopted by a majority in interest of the stockholders of the " said Galena and Chio Union Railroad Company. "In witness whereof, we have hereunto set our hands on this "1st day of June, 1864. "(Signed) 66 THOMAS D. ROBERTSON, J. B. REDFIELD." THE BILL OF SALE (CALLED). "Articles of Agreement and Consolidation between the Chicago and "North Western Railway Company and the Galena and Chicago Union Railroad Company. "Articles of agreement and consolidation made this second day "of June, in the year of our Lord one thousand eight hundred "and sixty-four (A. D. 1864), by and between the Chicago and "North Western Railway Company, duly formed and organized "under franchises to be a corporation, granted by the States of "Wisconsin and Illinois, party of the first part, and the Galena "and Chicago Union Railroad Company, duly formed and organ"ized under a franchise to be a corporation, granted by the State "of Illinois, party of the second part: Witnesseth : "WHEREAS, The said parties of the first and second parts are "desirous of consolidating with each other, and are duly author"ized by law to effect such consolidation, as hereinafter provided. "AND, WHEREAS, The said parties of the first and second parts "have agreed upon the terms and conditions hereinafter set forth as the terms and conditions of such consolidation, and have fixed. upon and regulated the proceedings for the purpose of such con"solidation, by by-laws duly established by them respectively and "these articles are framed and executed ursuance of such byin "laws: "And, Whereas, The terms of such consolidation have been approved of by a majority of the stockholders of the respective "parties hereto in interest, in person or by proxy, at annual meet"ings duly held by them respectively. "And, Whereas, The said party of the first part has become "vested with all the railroad property, franchises, privileges and rights formerly held by the Dixon, Rockford and Kenosha Rail"road Company, by consolidation duly made with the said com"pany: "Now, therefore, this Agreement Witnesseth: That in considera"tion of the mutual agreements, covenants, provisions and grants "herein contained, the said parties of the first and second parts "do, by these presents, merge, combine,and consolidate their respect"ive capital stocks, franchises, grants, immunities, privileges, capac"ities, properties and rights of way, of every name and nature, into "one company, to be called and known by the corporate name "and style of the Chicago and North Western Railway Company, "which said consolidated company shall from henceforth have and possess all and singular the rights, franchises, powers, immuni"ties, privileges and capacities which are or have been granted to "or conferred upon, or possessed, or enjoyed by either of the said parties hereto, by or under the laws or enactments of the said "States of Illinois or Wisconsin, or either of the said States. 66 "And this agreement further Witnesseth, That the said parties "of the first and second parts have agreed upon and by these "presents, do agree upon and prescribe the following as the terms "and conditions of such consolidation; which terms and condi"tions the said parties of the first and second parts mutually cov"enant, promise and agree to observe, keep and perform, viz.: "ARTICLE 1. The persons who shall be directors of the Chicago "and North Western Railway Company, at the time of such con"solidation, shall be the first directors of the said consolidated 66 company, and shall act as such until the next annual election of "directors as is herein prescribed, and until their successors are duly elected. "ART. 2. The number of the directors of the said consolidated 66 company shall be not less than thirteen nor more than seventeen. "The board, as constituted by the preceding article, may, in their "discretion, fill up their number to seventeen. The number for any year within such limits as are established by law, may be “fixed at the annual meeting of the stockholders by a by-law "adopted at such meeting. "ART. 3. The first regular annual meeting of the stockholders, "or the stock and bond holders of the said consolidated company, "shall be held on the first Thursday in June, 1865. Special meet"ings may be called at any time by a majority of the board of "directors. "The board of directors of the said consolidated company shall, "at their first meeting, appoint all necessary officers, and adopt "such by-laws as they see fit, and may alter the same as they shall "from time to time think proper. "ART. 4. The corporate seal of the consolidated company shall "be that of the present Chicago and North Western Railway "Company until otherwise ordered. "ART. 5. The common stock of the present Chicago and North "Western Railway Company shall be and continue common stock "of the said consolidated company. ART. 6. The said consolidated company shall issue a preferred stock, which shall be entitled to preferences to the extent of ten (10) per cent. in the dividends which may be declared in any "year out of the net earnings of such year, in the manner follow"ing: First, to a preference of seven (7) per cent. and after divi"dends of seven (7) per cent. on the common stock, then, secondly, "to a further preference of three (3) per cent., after a further div"idend of three (3) per cent. on the common stock, both classes "of stock shall be entitled to equal rates per share in any further "dividends. "ART. 7. The certificates for the preferred stock of the present "Chicago and North Western Railway Company, issued or au"thorized to be issued by said company, shall be exchanged for certificates for the same number of shares in the aforesaid pre"ferred stock of the consolidated company. "ART. 8. The stock of the said Galena and Chicago Union "Railroad Company shall be convertible into the preferred and common stocks of the consolidated company, at the rate of one "share of the preferred stock of the consolidated company, and "one share of the common stock of the consolidated company, for "one share of the stock of the Galena and Chicago Union Rail"road Company, and the said stock of the Galena and Chicago "Union Railroad Company shall also on such conversion be enti"tled to the payment of three ($3) dollars in money for each "share of the said stock. "ART. 9. The capital stock of the said consolidated company "is hereby declared to be the aggregates of the stocks-preferred, com"mon and special—which the respective companies were authorized "to create by virtue of the laws or enactments applicable thereto, or "which the consolidated company is authorized to create by vir"tue of the act of consolidation, or the laws authorizing the same, “all of which powers are hereby expressly preserved to the con"solidated company. But the actual amount of the preferred "stock, when the consolidation shall take effect, shall be deemed |