i:bSC?ret)ni>
AND
BY - LAWS
OF THE
RAILROAD COMPANY.
1874.
\
ST. ALBANS:
ADVERTISER PRINT.
1874.
CHARTER
AND
BY-LAWS
OF THE
€llfTEAL TIEMOHT
EAILROAD COMPANY.
1874.
ST. ALBANS:
ADVERTISER PRINT.
1874.
ACT OF INCORPORATION.
AN ACT TO INCORPORATE THE CENTRAL VER¬
MONT RAILROAD COMPANY.
It is hereby enacted by the General Assembly oj the State of
Vermont :
Section. 1. Siich bondholdeTS under the first or second mortr
gages of the Vermont Central Railroad, and such other persons
as shall hereafter become stockholders, are hereby incorporated
under the name of the Central Vermont Railroad Company, for
the purpose of purchasing the Vermont Central, and Vermont
and Canada Railroads, or either of said roads, and for the purpose
of purchasing or retiring, by exchange or otherwise, the stock
and bonds of the Veimont Central, and Vermont and Canada
Railroad Companies, and for the purposes of operating and
maintaining said roads, and for the other purposes herein set
forth, and as such shall have succession, and have and enjoy all
the rights incident to corporations.
Sec. 2. The capital stock of this Company shall be divided
into shares of one hundred dollars each, and shall be an amount
sufficient to purchase or retire the first and second mortgage
bonds of the Vermont Central Railroad, such amount to be de-
teimined by the directors of the company, and such additional
amount as may be authorized by a majority vote of the stock¬
holders, voting at any annual meeting of the company, or any
special meeting duly called for that purpose; and said stock
may be sold or exchanged on such terms as the directors may
think best, and each share shall entitle the holder thereof to one
4
central vermont railroad
vote, by himself or by proxy, at all meetings of the company,
but no stock shall be issued except for the purposes herein set
forth.
Sec. 3. George Nichols, John W. Stewart and Bradley
Barlow, shall be Commissioners to receive subscriptions to the
capital stock of the company. They shall give notice of the
time and place in the state of Vermont, or in the city of Bos¬
ton, when and where they will sit to receive such subscriptions,
which notice shall be published for at least ten days before such
sitting, in two daily papers published in the city of Boston, and
two daily papers published in the state of Vermont, and at said
time and place shall open books for subscriptions to said stock.
Said subscriptions may be made to be paid for in the first or
second mortgage bonds of the Vermont Central Railroad, at
such price as may be fixed by the commissioners, not less than
the market value thereof, and said bonds shall be delivered to
the commissioners, at the time of subscription.
When not less than one thousand shares shall have been sub¬
scribed, said commissioners shall call a meeting of the stock¬
holders for the election of directors of said company, at such
time and place in this State as they may designate, and shall
publish notice thereof for at least ten days before said meeting,
in two daily papers published in Boston, and two daily papers
in the State of Vermont, and at the time and place designated
such election shall be made by those stockholders who attend
in pierson or by proxy.
The commissioners shall be inspectors of the first election of
directors, and shall certify the names of those elected, and shall
deliver to said directors all subscription papers and bonds by
them received.
Sec. 4. The directors oí said company shall be not less than
seven nor more than thirteen, a majority of whom shall reside in
and be citizens of the State of Vermont. They shall hold their
offices for one year and until others are elected in their- place,
CHAKTER AND BT - DAWS.
5
and they shall have and exercise all the powers of the corpora¬
tion. They may appoint from then- number a president and
such vice-presidents as they may choose, and may appoint a
treasurer and clerk, who shall reside in this State, and may
make such by-laws for the government of the corporation and
its officers as they please and alter the same at pleasure, pro¬
vided they are not inconsistent with the constitution and laws
of this State.
Sec. 5. When said corporation shall have organized as afore¬
said, the directors shall open books for subscription to the stock
of the company to be taken in exchange for the first and second
mortgage bonds of the Vemiont Central Railroad, or both
classes of said bonds, and upon such conditions and terms as
they may think will best secure such exchange ; and when stock
shall have been subscribed sufficient, according to the terms pro¬
posed, to retire a majority in amount of said first mortgage
bonds, this company shall become vested with the same fran¬
chise, privileges and immunities which were conferred upon the
Vermont Central Railroad Company by their charter, except
their immunity from taxation, and shall be subject to the like
duties and liabilities therein imposed, and may take possession
of and operate and maintain the Vermont Central Railroad, and
all the estate, real and personal, appertaining to said road, and
may also operate and maintain the Vcimont and Canada Rail¬
road under and by virtue of the lease thereof, heretofore made
to the Vermont Central Railroad, subject, however, to all the
terms and conditions of said lease, and shall succeed to, hold
and enjoy all rights and benefits derived, or to be derived, by
the trustees of the first mortgage of the Vermont Central
Railroad ; provided, that in taking possession of said roads they
shall take the same subject to all the rights of those bondholders
who neglect to exchange then- bonds for stock, and of the Ver¬
mont and Canada Railroad Company, and also to all the debts
and liabilities of the trustees or receivers and managers of the
6 CENTRAL VERMONT RAILROAD
Vermont Central and Vermont and Canada Railroads; and
provided further, that until stock shall have been subscribed
sufficient to retire a majority of said first mortgage bonds, as
aforesaid, the company shall have power, temporarily, to ope¬
rate said roads, subject to the order of the court in the case
Vermont and Canada Railroad Company and others against
Vermont Central Railroad Comjiany and others, pending in
Franklin county in chancery.
Sec. 6. Nothing in this act contained shall be deemed to
impair the rights of the trustees of the first mortgage of the
Vermont Central Railroad, to proceed to a foreclosure of the
same, and if such foreclosure is obtained, the Central Vermont
Railroad Company, to the extent of the bonds under said mort¬
gage which may have been exchanged for stock in this com¬
pany, shall be treated as tenants in common with the holder or
holders of bonds under said mortgage, who neglect or decline
to exchange their bonds for stock, and thereupon the court of
chancery may, in vacation, or term time, upon petition of this
company, or of any such holder or holders of bonds as afore¬
said, by a summary order, appoint three disinterested commis¬
sioners to appraise the value in money of the interest of the
holder or holders of such bonds in said estate, and may, upon
the report of said commissioners, by decree made in vacation or
at a regular tei-m, decree the assignment of such interest to said
company upon payment of the appraised value thereof in money,
at such time and in such manner as to the court shall seem just
and equitable, or if the court shall be of opinion that the inter¬
est of all parties will be best subserved by a sale of the whole
estate, acquired by foreclosure as aforesaid, they may, by a sum¬
mary order, direct a sale at public auction of such interest or
estate by said commissioners, and in such case said commission¬
ers shall give notice of the time and place of such sale, by pub¬
lication at least sixty days before such sale, in three daily
papers published in the city of Boston, and three papers pub-
charter aot) bt-laavs.
1
lished in the State of Vermont, and otherwise such estate or
interest agreeably to the order of the court, and thereupon, at
the time and place fixed for such sale, shall sell the same at pub¬
lic auction, and shall execute to the purchaser a good and suf¬
ficient deed thereof, which when executed shall operate as an
effectual bar, both at laAV and in equity, against all said first
mortgage bondholders, and all persons claiming under them.
The commissioners shall pay the money into court, or deposit
the same pursuant to the order of the court, and thereupon the
court shall dhect the proof of claims and proceed to the distribu¬
tion of the fund upon such notice and in such manner as shall
be just and equitable.
Sec. 7. The Central Vermont Railroad Company and the
Vermont and Canada Railroad Company may, by a majority
vote of the stockholders of each of the companies consolidating,
at meetings of such companies duly called for that purpose, be¬
come consolidaied upon such terms as may be agi-eed upon by
such vote ; provided, such consolidation shall be hito the com¬
pany hereby incorporated ; and when so consolidated, the com¬
pany so consolidating with the - Central Veimont Railroad
Company shall become merged with that company, and the
Central Vermont Railroad Company shall succeed to all the
estate, real and personal, and become vested with all the fran¬
chises, privileges and immunities of the company so consolida¬
ting with them, and maintain and operate the same, subject
however to all legal and equitable duties and liabilities of the
company so consolidating with them; provided, however, if
any stockholder in either of the companies so consolidating
shall be dissatisfied with, or object to, such consolidation, then
it shall be lawful for such stockholder or stockholders, within
thirty days after such consolidation takes place, to apply to any
judge of the supreme court for the appointment of three disin¬
terested commissioners to appraise the damages, if any, done to
such stockholders by said consolidation, or to appraise the value
8 CENTRAX VERMONT RAILROAD
of such stock in money, in-espective of any depreciation in con¬
sequence of such consolidation. Said commissioners shall give
at least twelve days notice of the time and place for hearing the
parties, and shall return their award to the county court in the
county where the Central Vei-mont Railroad Company shall
have their principal office or place of business, and their award,
when confirmed by the court, shall be final between the parties,
and if said award shall be for the value of the stock, such stock
shall be transferred to the company upon payment of the amount
of the award.
Sec. 8. The Central Vermont Railroad Company are here¬
by authorized to issue guaranteed or preferred stock to such an
amount as may be authorized by a majority vote of the stock¬
holders, voting at any annual meeting of said company, or any
special meeting called for that purpose, which shall entitle the
holder thereof to dividends from the income of the company to
an amount not exceeding eight per centum per annum, payable
semi-annually, in preference to the common stock, and shall
also entitle the holder thereof to one vote on each share so
held by him. •
Sec. 9. The Central Vermont Railroad Company shall also
be authorized to issue then- bonds, on time not exceeding thirty
years from the date thereof, and at a rate of interest not exceed¬
ing eight per centum annually, payable semi-annually, and may
secm-e the same by a mortgage or pledge of any franchise, rail¬
road, or estate, real or personal, which they may own, or in
which they may be interested, and if a mortgage is executed as
aforesaid, it shall create a lien superior to the claims of any class
of stock of said company.
Sec. 10. In case the Vermont Central Railroad or any other
railroad shall be purchased by this company, this company shall
be vested with the same franchise, privileges and immunities,
except immunity from taxation, as were vested in the company
whose road shall be purchased as aforesaid, and shall take the
CHAETEK AND BY-LAWS. 9
take the same, the same public duties and liabilities, and any
railroad company shall have power to sell their raihoad where
this company is authorized to buy the same.
Sec. 11. The Central Vermont Railroad Company may as¬
sume and perform all the contracts of the trustees or receivers
and managers of the Vermont Central and Vermont and Canada
Railroad, and may modify, enlarge or renew the same, and may
make any contract by way of purchase or otherwise, of any rail¬
road, or of, or in respect to the stock, bonds, contracts or prop¬
erty of any railroad or transportation company, within or without
this state, for the purpose of facilitating connections or increas¬
ing their business.
Sec. 12. The Central Vermont Railroad Company may con-
stract and operate a railroad for the transportation of passengers
and freight thereon fi-om the southern terminus of the Vermont
Central Railroad at Windsor, Vt., to a point of connection with
the Cheshire railroad ard the Veimont Valley railroad, in Bel¬
lows Falls, Vermont, and for that purpose may take the lands of
others, such as may be necessary, making compensation therefor
according to law, and otherwise constructing said road according
to the provisions of the general statutes applicable to that
subject.
Sec. 13. This act shall be taken to be a public act, and shall
be subject to alteration, amendment or repeal, as the public good
may require, and shall take eifect from its passage.
FRANKLIN FAIRBANKS,
Speaker of the House.
RUSSELL S. TAFT,
President of the Senate.
Approved, November 23, A. D, 1872.
JULIUS CONVERSE,
Governor.
BY-LAWS
—OF THE-
Ciei\tLkl YeLii|oi\t ^àilLoàd do.
THE STOCKHOLDERS.
Special meetings of the Stockholders may be called by order
of the Board of Directors, and shall be called whenever stock-
hcldeis owning one-fourth part of the capital stock shall, in
writing, make application therefor to the President, stating the
object of such meeting.
The business of all special meetings shall be confined to the
objects stated in the notice for such meetings.
Notice of all regular meetings of the Stockholders, signed by
the Clerk, shall be published, under the direction of the Presi¬
dent or Vice President, twice each week, for three consecutive
weeks prior to such meetings, stating the time and place, in at
least two of the principal newspapers published in Boston and
Vermont, and one newspaper published in New York City.
Special meetings may be called by giving ten days notice in
one of the daily newspapers of Boston and New York City,
and in two of the daily newspapers of Vermont, stating the
time, place and object of the same, or by mailing notice to the
address of each Stockholder.
On the day for the election of Directors, the polls shall be
opened at twelve o'clock noon, and kept open, under the direc-
CHARTER AÍ(D BY-LAWS. 11
tion and supervision of the inspectors appointed for that pur¬
pose, for such reasonable time as they may detennine.
All elections for Directors shall be by ballot.
, THE BOAKD OF DIRECTORS.
The Board of Directors shall consist of thirteen Stockholders,
who shall be elected annually. The annual elections, after 18 it,
shall be held on the first Wednesday of May in each year.
The Board of Dkectors shall have power to fill any va¬
cancies occuring in their number; and any person elected to
fill a vacancy in the Board of Directors shall hold his office for
the unexpired term to which he is elected.
Prior to each election, the Board of Directors shall appoint a
committee of three Stockholders, who shall preside at the polls,
be inspectors of the election, judges of the qualifications of
voters, shall i-egulate the manner of voting and, after the polls
are closed, make under their hands a certificate of the result of
the election, which shall be entered in full upon the minutes of
the proceedings of the Board of Directors, and thereupon each
of the Directors so elected shall be notified of his election by the
said inspectors ; and in case any person elected a Director shall
not, within two months after notice of his election, signify his
acceptance, the Board of Directors may declare a vacancy to
exist and proceed to fill the same.
Meetings of the Board of Directors may be called at any
time and place, by the President or the Vice President of the
Company, and must be called by them whenever requested to do
so in writing, by any three members of the Board and in their
absence or inability, the same may be called by the Clerk.
Regular meetings of the Board shall be held quarterly, on
tlie first Wednesdays ofMarch, June, September and December
in every year.
' Directors shall be notified in writing of the time and place
of all meetings of the Board, except adjourned meetings, a
reasonable time beforehand.
12
CENTRAL VERMONT RAILROAD
The Board of Directors at their first meeting after each an¬
nual election, shall elect by ballot, a President, two Vice Pesi-
dents, a Clerk and Treasurer. The President and Vice Presi¬
dents shall be selected from the Board of Directors, but no mem¬
ber of the Board shall be eligible to the office of Clerk or Treas¬
urer, which officers may be removed and others appointed in
their stead, at the pleasure of the Board. The compensation of
all officers of the corporation shall be fixed by the Board from
time to time.
THE PRESIDENT.
The President shall preside at all meetings of the corporation
and of the Board of Directors, to preseiwe order and to pro¬
mote the regular and speedy transaction of business. He shall
generally exercise the same supervisory power and direction
over all the affairs, departments and employees of the company,
as are commonly exercised by the presiding officers of similar
corporations.
He shall annually submit to the Directors and corporation a
report of the business and prospects of the corporation.
He shall have the custody of all the official bonds of the
Company and shall keep them together as a" special deposit sub¬
ject to the orders of the Board.
The President and Vice Presidents shall hold their offices dur¬
ing the tei-m of the Board which elected them, and in their
absence from any meeting, the Board may elect one of their own
members to preside.
THE VICE PRESIDENT.
The Vice President shall have charge of the general super¬
vision of all the duties and affairs of the Treasury department,
shall have charge, under the direction of the Finance Com¬
mittee, of the disbursements of all monies by the Treasurer, the
general arrangement and keeping of all the accounts of the
company.
CHARTES AND BT - LAWS.
13
SECOND VICE PRESIDENT.
The Second Vice President shall have charge, under the di¬
rection of the Executive Committee (of which Committee he
shall be a member), of the general supervision of the operating
and road departments.
THE CLERK.
It shall be the duty of the Clerk to be present at the meet¬
ings of the Board and of the corporation and to record the
minutes of their proceedings in proper books to be provided
for that purpose and to be the custodian of the same.
He shall, under the direction of the President or Vice Pres-
dent, give all notices required for the election of Directors, of
meetings of Directors and committees. He shall have charge
of all reports, resolutions and papers after they have been acted
upon by the Board, and also of all letters and papers pertaining
to the atfairs of the Company, except the official bonds.
In the absence of the Clerk, the Board may appoint a Clerk
pro imi, to make a record of their proceedings and do whatever
else pertaining to such office, they may dii-ect.
THE TREASURER. '
It shall be the duty of the Treasurer to receive and, under the
direction of the Finance Committee, disburse all monies be¬
longing to the Company, to keep regular and systematic
accounts of all such receipts and disbursements, and to make
when required, detailed reports of all such receijjts and dis¬
bursements.
All transfers of stock shall be made in the usual way by the
Stockholder signing, in person or by attorney, in a book to be
provided for that purpose, a declaration of sale or transfer, set¬
ting forth the number of shares transferred, the person to whom,
and the time when the same was transferred. At the time
14 CENTRAL VERMONT RAILROAD
of such transfer, the old certificate of the shares so transfen-ed,
shall in all cases be surrendered to be cancelled, and a new cer¬
tificate issued in lieu thereof.
All certificates of stock thus issued by the Treasurer shall
bear date at the time of the issuance, and be signed by the
President and Treasurer, and countersigned by the Transfer
Agent, when the certificate is issued from said agent's office.
He shall keep a proper book of record of all bonds issued by
the Company, with proper registration of the same, under such
rules and regulations as may from time to time be prescribed,
and shall countersign the same when required.
The monies, funds anS securities of the Company shall be
kept in such bank or banks or other safe depository or deposito¬
ries as the Finanpe Committee may direct, so that such monies
or funds, or such part of them as may not be required for cur¬
rent use, may be accumulative, as well as at all times applicable
to the derùands of the Treasury for the contracts of the
Company.
All payments, except as otherwise provided for, shall be
made by the Treasurer's check on the bank or company where
the cun-ent funds are deposited, drawn payable to the order of
the parties entitled to the payment, or some one duly authorized
to receive it.
No payment shall be made except upon a sufficient voucher.
The Treasurer and all other officers and agents who shall re¬
ceive or disburse monies or have the custody of securities, shall
give bonds with approved sureties for the faithful discharge of
their duties and the safe keeping of the property committed to
them.
THE COMMITTEES.
There shall be an Executive Committee, a Finance Commit¬
tee and a Committee on Accounts, and hereafter, when the busi¬
ness of the Company shall require it, such other standing com-
CHAETEB AND BT-LAWS. 15
■ mittees as may be appointed by the Board of Directors, and
the President shall be ex-oßcio member of aU committees.
EXECUTIVE COMMITTEE.
The Executive Committee shall consist of five members,
including the President and Vice Presidents, and shall be clothed
with the powers of the Board of Directors and authorized to do
and transact any business necessary to carry on the ordinary
business of the- corporation, and shall report their doings at the
next regular meeting of the Board of Directors, and their action
shall stand approved unless otherwise ordered by the Board.
They shall have power to appoint their own Clerk, who shall
keep minutes of their proceedings. The President shall be
Chairman of the Executive Committee and may call meetings
thereof by notice to the members, whenever he may deem it
necessary.
All reports from committees, standing or special, shall be
signed by the Chairman or member making the report.
All committees shall report at the regular stated meeting of
the Board, and during the recesses of the Board of Directors,
to the Executive Committee, and they shall consider, act and
report on all questions referred to them by the Executive
Committee.
FINANCE COMMITTEE.
The Finance Committee shall consist of four members, ex¬
clusive of the Vice President, who shall be Chairman of the
Finance Committee.
COMMITTEE ON ACCOUNTS.
The Directors shall annually appoint a committee to examine
each month the accounts of the corporation and Treasurer, or
they may appoint one of their number to perform such duty.
These By-Laws may be amended at any time by an affirma¬
tive vote of two-thirds of the members of the Board.
j!ü)ENTRAL yER^ONT j^AILROAD jl^OMPANY.
Officers.
ELECTED MAY 22d, 1874
J. GREGORY SMITH,
JOUR B. PAGE,
WORTHINGTON C. SMITH,
GEORGE NICHOLS,
HENRY 0. LOCKWOOD,
President.
Vice President.
2d Vice President.
Clerk.
Treasurer.
Directors.
Benjamin P. Cheney,
Jacob Edwards,
George M. Rice,
John Q. Hoyt, - -
John S. Scdltze,
James R. Langdon,
John H. Kimball,
John B. Page, ...
J. Gregory Smith,
James W. Hickok,
Worthington C. Smith,
Joseph Clark,
Jacob Estey,
Boston, Mass.
i( .Í
Worcester, Mass.
New York City.
(( (6 6i
Montpelier, Vt.
Bath, Me.
Rutland, Vt.
St. Albans, Vt.
Burlington, Vt.
St. Albans, Vt.
Milton, Vt.
Brattleboro, Vt.
EXECUTIVE COMMITTEE.
THE PRESIDENT, MR. W. C. SMITH,
MR. PAGE,
MR. HOYT, MR. KIMBALL.
FINANCE COMMITTEE.
MR. PAGE, Vice Pies't, Ch'm., - MR. EDWARDS,
MR. RICE, MR. LANGDON,
MR. ESTEY.
COMMITTEE ON ACCOUNTS. '
MR. CHENEY, - - - MR. SCHULTZE,
MR. HICKOK.