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ACCESSION. l^~^^ -t^ y/ S^i^ m5 L^', (• --lamai mi-m^s^^^ '^> CHARTER AND BY-LAWS OF THE Atlantic & 8t. Lawrence Railroad COMPANY : / L E ^ 8 E TO THE GRAND TRUNK RAILWAY COMPANY OF OANADA, AND OTHER DOCUMENTS « ■«» I PORTLAND; BEAUCE, STAREIRD, RICH & CO., PRINTERS. UK. ?>lA/?«. «>' ^^ purchase an.I hold within or wi h .t th ^ ^1' '' '''' ^''^' ' ^ and cars, and other necessary Zl n th ' ' '""'""''^'^' «"^-"«-. the use of .id road, and J ttt^ ^^^^^ ''^ -^P-^'on for property of all descriptions; to ma'cc such on 7 ""^ i'''""^'^ i^oods and • time, on all the share in said co nornr ^ '1 '''''''"''"*^ ^'•«"' ^iuio to and necessary in the oxecu:i::;rd7:X^^^^^ 'T '^'''''^' the same to be paid to the treasurer of .1 " ^' ''*'''^' ^"'' ^'"'C^t urer shall give n'otice of all Xe^^^^^^^^^ And the treas- or stockholder shall r.e-^lect to mv7Z. '" '^'' '''">' subscriber •for the space of thirty" dly aS so^h "7"'^ •" ''^ '^'^^^^ "^^ ^^'-- scribed by the by-la J of said corpm tij tT 'r'"'" '' ^''^^" '^^ P^" treasurer to sell such share or shar f ' tubllo t"'°" '"'^^ "■^'^'' ^^^ notice as may be prescribed as2ll^1^T] T' ''''"'^'''^S such same shall be transferred to tl^pur W.' T f''' ^'^^^^^' '"^"^ ^he ber or stockholder shall be heU^"t , ""'f' ^^""^"ent subscri- balance, if his share or ^1:^^^^:^ Z''''''' ''' ''' thereon, with the interest and costs of s.lo n , , ,^ assessments due overplus if his share or shares In Si '^'" ^^ ^"^'^'^^ *« ^he due,wxth interest and costs ofsa ," "T ^'^^'^ *'- —nent* ments shall be laid upon any htesir ,'"""''' ^'^^^ "'^ «-««- amount in the .hole thL ::^:a doC' "^^°^^^^°« '' ^ ^^^er o^^X^^r^::^^,-^:^^^^^^ ^^ tl. so. bene«t which may be couveyid or J^Z^] t ^'"'^^"'^^ "^ «" clescriptions, rates as may be agreed ^.^^Jl^^'^'^^ ^^^ --^ '-^t such directors of said corporatioL Tho Tr^t^t-'""' T '' '''''' ""^ *^'« erty-the construction of whectl iTrn f" '"^ ^'^"'"^ ''^"'^ P^P" weights of loads, and all otl^ altte and H "• " "j' ""™^«^ - «'« shall be in conformity with su h rl rl^T '" ''^''''''' '"^ ^^'^ ^««^^ directors may from tiL to tin:p.;::r S:^^^^^^^ ^^^ ^ ^^^e panics. ;oi^:.^'r2rtti^^^^^ port all persons, goods and ^X o7.in •''•" ""^^^ "^'^ *-- carried and transported to the n road 1? 'i^f "'^P^^«"«' ^'"'^^^ may be railroads as may be here^ft r a"S ^^^^^^^ ''"'''''''''' - «-^ other the same rates of toll and frei^raar,! 'T''^'^^ therewith, at lion, so that the rates of fr Xh an/ toil on Tf '' '^ "^' ^^^'P^^ other property as may be received iVof I 7 P'-^^^^ngers, goods and with said railroad aLal a^ slt^ T '^'"^^'°'''^' ^'^ ^^"'^'^^t^ ^ freight and toll on said aiW;eS .'"T'^ '^" ^""'^^'''' ^^^es of of the deposits of said c'^^ i n " ^^^'^^ -^ P--gers at any Sec. 8. If tlio said railroad ia tho courso thereof shall cross any piivato way, tho said corporation shall so construct said railroad as not to obstruct the safe and convenient use of such private way ; and if tho said railroad shall in tho courso thereof, cross any canal, turnpike, rail- road, or other highway, the said railroad shall bo so constructed as not to obstnict the safe and convenient use of such canal, turnpike or other highAvay ; and tho said corporation shall have power to raise or lower such turnpike, highway or private way, so that the said railroad, if necessary, may conveniently pass under or over tho same, and erect such gate or gates thereon, ^.s may be necessary for tho safety of travellers on said turnpike, railroad, highway or private way. Sec. 9. Said railroad corporation shall constantly maintain in good repair all bridges with their abutmentn and embankments which they may construct for the purpose of conducting their railroad over any canal, turnpike, highway or private Avay, or for conducting such private way or turnpike over said railroad. Sec. 10. If said railroad shall in the course thereof, cross any tide waters, navigable rivers or streams, the said corporation are hereby authorized and empowered to erect for tho solo and exclusive travel on their said railroad, a bridge across each of said rivers or streams, or across any such tide waters : provided, said bridge or bridges shall be so con- structed as not unnecessarily to obstruct or impede the navigation of said waters. Sec. 11. Said railroad corporation shall erect and maintain substan- tial, legal and sufficient fences on each side of the land taken by them for their railroad, where the same passes through enclosed or improved Jands, or lands that may hereafter be improved ; and for neglect or fail- j[ure to erect and maintain such fence, said corporation shall be liable to be indicted in the district court for the county where such fence shall bo f insufficient, and to be fined in such sum as shall be adjudged necessary to repair the same ; and such fine shall be expended for the erection or repair of said fence under the direction of an agent appomted by said court, as in case of fines imposed upon towns for deficiency of high- ways. Sec. 12. The said corporation shall at all times, when the Postmaster General shall require it, be holdcn to transport the mail of the United States from and to such place or places on said road as required, for a fair and reasonable compensation. And in case the corporation and the Postmaster General shall be unable to agree upon the compensation aforesaid, the legislature of the state shall determine the same. And said corporation after they shall commence tho receiving of tolls shall be bound at all times to have said railroad in good repair, and a sufficient number of suitable engines, carriages and veliicles for the transportation of persons and articles, and be obliged to receive at all proper times and 8 places, and convey the same when tho appropriate tolls tlievefor ehall bo paid and tendered, aid a lien is hereby created on all articles transported for said tolls. And the snid corporation, fulfdling on its part all and Bin<'nlar tho several obligations and duties by this section impoHcd and enjoined upon it, shall not bo held or bound to allow any engine, locomo- tive cars, carriages or other vehicle for tho transportation of persons or merchandize to pass over said railroad other than its own, furnished and provided for that purpose as herein enjoined and required. Provided, however, that said corporation shall be under obligations to transport over said road, in connection with their own trains, tho passenger and other cars of any other incorporated company that may hereafter construct a railroad connecting with that hereby authorized, on the easterly side thereof; such other company being subject to all the provisions of tho sixth and seventh sections of this act as to rates of toll, and all other particulars enumerated in said sections. Sec. 13. If any person shall wilfully and maliciously or wantonly and contrary to law obstruct tho passage of any carriage on said railroad or in any way spoil, injure or destroy said railroad, or any part thereof, or anything belonging thereto, or any material or implements to be employed in the c'onstruction or for tho Mse c" said road, he, she, or they, or any person or persons, assisting, aiding, or abetting such trespass, shall forfeit and pay to said corporation for every such offence, treble such damages as shall be proved before the justice, court or jury, before whom tho trial shall bo had, to be sued for before any justice or in any court proper to try the same, by the treasurer of the corporation, or other officer, whom they may direct, to the use of said corporation. And such oflender or offenders shall be liable to indictment by the grand jury of the county, within which trespass shall havo been committed, for any offence or offences, contrary to the above provisions ; and upon conviction thereof before any court competent to try the same, shall pay a fine not exceed- ing five hundred dollars, to the use of the State, or may be imprisoned for a term not exceeding five years, at tho discretion of the court before ■whom such conviction may be had. Sec. 14. Said corporation shall bo and hereby is invested with power and authority to continue and prolong said railroad beyond the line of this state to the boundary of Canada, and to purchase, take and hold lands, or the right of way over lands for the purpose of constructing said railroad in continuation without the limits of this state, on and over said lands to the said boundary of Canada. Provided, the same can be done consistently with the laws and regulations of the state or states in which auch lands lie, and through and over the territory of which such railroad in continuation would pass. Sec. 15. Said corporation shall keep in a book for that purpose a regular account of all their disbursements, expenditures and receipts, T 9 and the books of said corporation shall at all times be open to the inspection of the governor and council, and of any coniniittco duly authorized by the Icgislattirc ; and at the expiration of every year, tho treasurer of siiid corporation shall make an exhibit under oath to tho kgislaturc, of tho net profits derived from the income of said milroud. Skc. 16. All real estate purchased by naid corporation for the use of the same under tho fifth section of this act shall be taxable to said corpo- ration by the several towns, cities and plantations in which said lands lie, in tho same manner as lands owned by private persons, and shall in tho valuation list be estimated the samo as other real estate of tho same quality in such town, city or plantation and not otherwise, and the sharea owned by the respective stockholders shall be deemed personal estate and be taxable as such to tho owners thereof, in the places where they reside and have their homo. And whenever tho net income of said corporation shall have amounted to ton per centum per annum upon the cost of the road and its appendages and incidental expenses, the direct- ors shall make a special report of the fact to tho legislature ; from and after which time ono moiety or such other portion as tho legislature may from time to time determine, of the net income from said railroad accru- ing thereafter over and above ten per centum per aimum first to be paid toUio stockholders shall annually be paid over by tho treasurer of said corporation, as a tax, into the treasury of tho state, for the use of the state. And tho state may have and maintain an action against said corporation therefor to recover the same. But no other tax than herein is provided shall ever be levied or assessed on said corporation or any of their privileges or franchises. Sec. 1 7. The annual meeting of the members of said corporation shall be holden on the second Monday in June, or such other day as shall be determined by the by-laws, at such time and place as the directors for the time being shall appoint, at which meeting, the directors shall be chosen by ballot, each proprietor by himself or proxy, being entitled to as many votes as ho holds shares, and the directors are hereby authorized to call special meetings of the stockholders whenever they shall deem it expedient and proper, giving such notice as the corporation ly their by- laws shall direct. Skc. 18. Tho legislature shall at all times have the right to inquire into the doings of the corporation and into the manner in which the privileges and franchises herein and hereby granted may have been used ar " employed by said corporation, and to correct and prevent all abuses of the same, and to pass any laws imposing fines and penalties upon said corporation, which may be necessa.y, more effectually to compel a com- pliance with the provisions, liabilities and duties, hereinbefore set forth and enjoined, but not to impose any other of further duties, liabilities or obligations. And this charter shall not be revoked, annulled, altered, 10 limited or restrained without the consent ol the corporation, except by due process of law. Sec. 19. If the said corporation shall not have been organized, aud the location according to actual survey of the route Tiled with the county commissioners of the counties through which the same stall pass, on or before the thirty-first day of December, in the year of our Lord, one thousand cifrht hundred and fifty, or if the said corporation shall fail to complete said railroad on or before the thirty-first day of December, in the year of our Lord, one thousand eight hundred and sixty, in either of the above mentioned cases, this act shall be null and void. February 10, 1845. Approved, HUGH J. ANDERSON. BY-LAWS OF THE ATLANTIC AND ST. LAWRENCE EAILROAD COMPANY, ADOPTED AlsD ORDAINED BY THE STOCKHOLDERS, Sept. 25, 1845. Meetings — How Called, lat. All meetings of the Stockholders shall be held at Portland, and shall be called by a notification, published two '.veeks successively m two, at least, of the public newspapers printed in that city, the first pub- lication to be fourteen days at least before the day of such meeting. Said notification shall specify the time and place of meeting, and the objects for which the meeting is called, and shall be signed by the presi- dent or clerk of the corporation. No other business shall be transacted at any meeting of the stockholders, but such as relate to the objects specified in the notification. Meetings— Business at. 2d. No business shall be transacted, or votes passed by any meeting of the stockholders, excepting a vote to adjourn to some future time, unless there be present in person, or by proxy, not less than thirty stock- holders, holding and representing not less than three thousand shares in the capital stock. Authority to act as proxy at any meeting must be in writin .■■«»..-■ - --/r!-Ay^--..... ,*■... >^,... 12 clock in the forenoon. Special meetings may be ordered by the direct- ors when they deem it expe Jient. It shall also be the duty of the direc- tors to order a special meeting, whenever requested on the written appli- cation of not less than twenty stockholders, owning not less than one thousand shares. Manner of Voting. 4th. Questions coming before the stockholders at any of their meet- ings, may, by common consent, be decided by hand vote. If any stock- holder dissent from adopting that mode, the question shall be resolved by yeas and noes, by ballot, voting by shares. In all cases of voting by shares, the ballot shall have written on the back thereof, the number of shares which the person voting, owns or represents, authenticated by tho signature of the person throwing the ballot; and in case the voter ac^is as proxy, he shall subjoin to his signature, that fact and the name of his principal. No ballot, unless so authenticated, shall be counted. Directors— Their number and Qualifications. 5th. The Board of Directors shall consist of [thirteen]. By vote of the stockholders, August 7th, 1855, reduced to nme) members, of whom not less than a majority of the whole number shall always be resident citi- zens of Maine — and each member of the board must be, at the time of his election, a shareholder in the capital stock of the company. When- ever any director, having been a resident citizen of Maine at the time of his election, shall remove out of the state, and when any director shall cease to be a shareholder, his office shall thereby become vacant. When- ever any vacancy shall happen in the board of directors, it shall be filled by a new election, and a special meeting of the stockholders shall be call- ed for that purpose. Clerk and his Duties. 6th. The clerk chosen by the board of directors, may be sworn be- fore any Justice of the Peace or Judge of a Court of Record, and his oath of office shall be entered as of record on the records of the direc- tors, and be signed by the Justice or Judge administering the same. He shall, ex-officio, be clerk ot the stockholders. F" shall keep a fair record of all the doings of all the stockholders, at their meetings, in a separate book kept for that purpose. Ha shall also keep, in a separate book, a record of the doings of the directors, at anv of their meetings, particular- ly stating the names of the directors present at any such meeting. The tenure of office of the clerk shall be during the pleasure of the directors. In his absence, th« directors shall choose a clerk pro tempore, who shall be sworn in like manner as the clerk, and perform his duties during such absence. Powers and Duties of Directors. 7th. The directors may establish rules for the proper regulation of their own proceedings and the orderly performance of their duties. — y the direct- or the direc- irritten appli- ess than one f their meet- If any stock- ; resolved by Df voting by le number of icated by the voter aCiis as name of hia ted. tns. By vote of 3rs, of whom J resident citi- it the time of iny. When- it the time of lire c tor shall ant. When- shall be filled shall be call- )e sworn be- 3ord, and hia of the direc- le same. He ) a fair record n a separate irate book, a ;s, particular- eeting. The the directors. )re, who shall s during such regulation of eir duties. — 13 They shall fix and determine the compensation of their officers and agenta. They may erect such buildings, store-houses, wharves and work shops, as they may deem advantageous and for the interests of the company.— Thoy may sell and dispose of any real estate or personal property belong- ing to the company, whenever, in their opinion, the interests of the com- pany would be best promoted thereby. They shall have authority to lease any real estate belonging to the company, on such terms as they may judge best. They may authorize the treasurer tc hire such sums of money, on the credit and for the use of the company, as they may deem necessary to carry out the intentions and objects of the charter, and may give such security for the payment thereof, as they may deem rea- sonable. They shall have power to dispose of the residue of the capital stock authorized by the charter, and not subscribed for at the time of the organization, in such manner, at such times, and from time to time, as they shall judge most for the interest of the company. They shall de- clare all dividends, allow accounts, adjust and settle all just and equita- ble claims upon the corporation, superintend the conduct and doings of the difi"erent officers and agents appointed or employed by them, and take all necessary measures to carry into effect the objects and purpose* of the company, as defined and prescribed by their charter. Treasurer and his Duties. 8th. The treasurer chosen by the directors, shall hold his office dur- ing their pleasure. He shall be sworn to the faithful discharge of the du- ties of his office, before some Justice of the Peace, or Judge of a Court of Record. He shall have an office in such place as the directors shall de- termine, accessible to all persons having business with the corporation or any of its officers or agents. He shall keep all deeds, promissory notes and valuable papers of the company. He shall collect and receive all as- sessments, income and moneys that may be due to the company, and dis- burse the same as the board of directors shall order. He shall surrender notes and other promissory papers, on payment thereof, and discharge such mortgages as may have been given concerning the same. He shall keep a regular set of books, containing the accounts of the company and of all funds that may pass through his hands. He shall lay before the di- rectors, a written statement of all notes, drafts, promises and contracts made, signed, endorsed or surrendered by him — an abstract of all mon- eys received and paid— a statement of all property bought and sold, and Buch other matters as he or the board of directors may deem important, when called for. He shall make a complete settlement of the accounts and books, at least annually, and much oftener as the board of directors shall require, and shall advise what dividends of profits may be made.— He shall render an account of his doings, to the stockholders, at their an- nual meetings. He shall notify the stockholders of all assessments, in the -i*, 14 manner prescribed by the By-Laws. He shall deposit to his credit as treasurer of the Atlantic and St. Lawrence Rail Road Company, and in 8uch bank or banks, as the directors may from time to time, designate, all moneys received by him. He shall issue certificates of stock to all persons entitled thereto, and keep suitable books showing the number of shares held by the respective stockholders, from tinie to time. He shall attend faithfully to the duties prescribed in the By-Laws, and to all other duties which the directors may require him to perform. Promissory Notes— How Given. 9th. Every promissory note made in behalf ot the company, shall be signed by the treasurer, and tor any larger sum than one thousand dol- lars, shall be approved in writing by two or more of the directors ; and every such note shall be sufficient and valid against the company. Common SeaL lOth. The company shall have a common seal, to be preserved and kept by the treasurer, bearing the words and figures, "Atlantic and St. Lawrence Rail Road Company. Incorporated, February 10, 1845;"— and in the centre, two hands joined. Certificates of Stock. llth, The holders of shares in said capital stock shall be entitled to certificates thereof, to be signed by the president, countersigned by the treasurer and authenticated by the common seal ; and all certificates of shares in said stock shall be in the followina fcrm, viz: Atlantic and St. Lawrence Rail Road Co., No. Be it known, That proprietor of shares in the capital stock of the Atlantic and St. Lawrence Rail Road Com- pany, subject to all assessments thereon, and to the provisions of the char- ter and the by-laws of the corporation, the same being transferable by an assignment thereof in the books of said corporation, or by a conveyance in writing recorded in said books. And when a transfer shall be made or recorded in the books of the corporation and this certificate surrendered a new certificate or certificates, will be issued. Dated this day of A. D. 184- [^' ^O President. Treasurer. Transfer of Stock. 12th. The following form for the transfer of shares in the capital stock, shall be printed on the back of every stock certificate; which form shall also be adopted for the transfer books of said company, viz: Shares. Atlantic and St. Lawrence Rail Road Company. his credit as pany, and in ae, designate, E" stock to all lie number of le. He shall id to all other any, shall be thousand dol- irectors ; and ipany. reserved and lantic and St. 10, 1845 ;"— e entitled to gned by the certificates of ;tor of shares . Road Com- s of the char- terable by an I conveyance II be made or surrendered capital stock, h form shall 16 For value received hereby transfer to of shares of the capital stock of the Atlantic and St. Lawrence Rail Road Company, subject to all assesments and to the pro- visions of the charter and the by-laws of the corporation. Dated at this day of 1 Si- Witness All transfers of shares shall be recorded, either by the treasurer, in books to keep in his office, or by an officer duly authorized by the di- rectors, in books to be kept at such other place as they may appoint.— On the receipt of such transfer or assignment, and of the original certifi- cate, a new certificate or certificates shall be issued to the person or per- sons, who, by virtue of such assignment, shall become the proprietor of shares; and receipts shall be given to the treasurer, of all stock certificates received of him. Assessments on Shares. 13. (Applicable only to the original subscribed stock, and now obso- lete. Deeds, &e.— How Executed. 14th. All deeds, conveyances and mortgages, which shall be made in fee simple, or for any other or less estate, except said rail-road, and all leases of any real estate owned by said company, executed and acknowl- edged by the president, countersigned by the treasurer and authenticat- ed by the seal of said company, are hereby declared to be the acts and deeds of said company, and shall be valid and elTectual as such, to all intents and purposes. By-Laws— How Amended. 15th. These By-Laws shall not be altered, restrained or repealed, ex- cept at the annual meeting, nor at any time, unless a majority of all the stock-holders in the capital stock, voting by shares, shall so ordain and determine. Form of Proxy. Atlantic and St. Lawrence Rail-Road. Be it known, That I, , of , in the County of — State of , being the owner of Shares in the Atlantic and St. Lawrence Rail Road Couipany, do hereby constitute and ar '"oint -, and -,of -, in the County of -, to be my Proxy, for me, iod in my name, to appear, act, and vote at the meeting of the stockhold- e 3 of said Corporation, to be held at Portland, on the day of any. Given under my hand, this — day of Witness, -, A. D. 1 84- f AN ACT In addition to an Act to establish the Atlantic and St. Lawrence Railroad Company . Be it enacted hy the Senate and House of Representatives, in Legis- lature assembled —as follows : Section 1. The Atlantic and St. Lawrence Railroad Company, shall have, and there hereby is granted to them, the right and power to take and hold ,Lich and so much of the lands, flats, and other real estate of private persons and corporations situate and lying within the city of Portland, and adjoining the navigable waters of Portland harbor, as the directors of said company, in the exercise of their best judgment and discretion, shall judge to be best situated to promote public convenience, and to be necessary for the location and purposes of a suitable depot, landing, wharves, and other objects connected with the uses and business of said road at the Atlantic termination thereof. And the lands so taken shall be deemed to be held and taken for public uses under the laws and constitution of this State. Provided, however, that the lands, flats and other real estate so taken by said corporation, shall not extend beyond, but shall, every part and parcel thereof, lie and be contained within the following exterior limits and boundaries, that is to say — beginning at the channel of Fore river on a line with India street, on the north-easterly side thereof, thence run- ning to Fore street, thencp. by said Fore street north-easterly to a point north-easterly of Thurston's ship-yard, so called, where said Fore street approaches nearest to the edge of the high bank of said Fore river, thence in a direct line at right angles to the channel, and thence by the chan- nel to the place of beginning : And provided also, that said corporation shall pay for any lands, flats, and other real estate, so taken as aforesaid, a just and reasonable price and equivalent therefor; and in case the parties interested shall not otherwise agree, said corporation shall pay c and St. ives, in Legis- lad Company, and power to ler real estate Q the city of harbor, as the judgment and : convenience, uitable depot, 3 and business ands 30 taken ' the laws and f 17 Buch price and equivalent therefor, as the county commissioners for tlic county of Cumberland, shaU adjudge and determine to be the fair value thereof; the doings and proceedings of said commissioners in the pre- mises, bemg governed and conducted in all cases in the same manner and under the same conditions and hmitations, as are by law provided for ascertammg and determining the damages occasioned by the laying out of highways. And the said commissioners are hereby authorized and required, on the written application of either party, to proceed to exam- ine, hear, and adjudicate in the premises, and to cause their doin.rs to be entered as of record on the records of their doings as county commis- sioners. Sec. 2. The Atlantic and St. Lawrence Railroad Company shall have the nght, and there is hereby granted to them the power to build a suitable sea-wall, and suitable breastworks, wharves and docks connected With their said depot and terminus, for the reception, Jandin-r, lading, transhipment, and forwarding of merchandise and freight, transported, or to be transported, by and over said road, and for the accommodation and security of ships and vessels, receiving or discharging merchandise, Ireight or passengers. And to this end there Is hereby further granted to them the right to build and construct a pier or piers on the middle ground, so caUed, for the protection and convenience of such ships and vessels, and for the better accommodation of the trade and business of said road, ,«o however, as not to obstruct and impede the free navigation of said harbor. ^ Sec. 3. This act shall take effect and be in force from and after the approval thereof by the governor. H. J. ANDERSON. Approved, June 17, 1846. ate so taken i'ery part and 3xterior limits of Fore river f, thence run- rly to a point d Fore street ! river, thence by the chan- d corporation I as aforesaid, I in case the ion shall pay « m»^ t STATE OF NEW HAMPSHIRE. [The right of way for the Atlantic and St. Lawrence Railroad, with the requisite chartered privileges, within the State of New Hampshire, was granted by an act of the Legislature, passed June 30, 1847, entitled, An Act constituting the Atlantic and St. Lawrence Railroad Company a corporation within thia Stat-^ "J 2 fHWlirrftrB STATE OF MAINE. All Act to authorize the City of Portland to aid the coiv- struction of the Atlantic and St. Latvrence Railroad. I Be it enacted hy the Senate and House of Representatives in Legis- lature assembled — as follows : Sectiox 1. The city of Portland is hereby authorized to loan its credit to the Atlantic and St. Lawrence Railroad Company, in aid of the construction of their railroad, subject to the following terms and condi- tions. Sec. 2. This act shall not take effect, unless it shall be accepted by the directors of said railroad company, and by the vote of the inhabi- tants of said, city, voting in ward meetings duly called, according to law ; and at least two-thirds of the votes cast at such ward meetings shall be necessary for the. acceptance of the act. The returns of such ward meetings shall be made to the aldermen of the city, and by them counted and declared, and the city clerk shall make record thereof. Sec. 3. Upon the acceptance of the act as aforesaid, the city treas- tirer ia authorized to make and issue from time to time, ior the purposes contemplated in this act, the scrip of said city, in convenient and suita- ble sums, payable to the holder thereof, on a term of time not less than twenty, nor more than thirty years, with coupons for interest attached, Eemi-annually, or yearly, as may be agreed. Sec. 4. When the railroad company shall have received from assess- ments upon the shares of the private stockholders therein, and shall have expended upon the construction of the road, and its necessaiy equipment, the sum of five hundred and fifty thousand dollars, tbe city treasurer vi& il * to aid the corv- ee Railroad. entatives in Legis- horized to loan its pany, in aid of the ; terms and condi- all be accepted by rote of the inhabi- , according to law ; I meetings shall be irns of such ward d by them counted reof. aid, the city treas- 3, ior the purposes ivenient and suita- ' time not less than : interest attached, ceived from assess- sin, and shall have cessaiy equipment, tbe city treasurer 19 shall then deliver to the directors of the company, the scrip aforesaid to th(^ amount of two hundred thousand dollars When the cDmpany sliaU have expended that sum in the furtlier construction and ecpiipment of the road, and shall have received from the assessments upon the sliares of private stockholders, the further amount of one hundred thousand dollars, the city treasurer shall deliver of the scrip, a further amount of three hundred thousand dollars. Skc. 5. When the company shall have expended in the further con- struction and equipment of the road, at least one-half the proceeds of the scrip last named, further portions of the scrip shall be from time to time delivered thereafter, in such amounts and proportions, that the aggregate of all the scrip delivered shall at no time exceed the whole amount of^the assessmente paid in and expended. But the whole amount of the scrip to be issued and delivered shall never exceed one million of dollars. Sec. 6. Before the delivery of any of the scrip, in any of the cases provided in the preceding sections, the directors of the company shaU furnish satisfactory evidence to the mayor and aldermen of the city, that all the pre-requisites therein prescribed in the several cases have been respectively complied with, and shaU file with the city treasurer a certifi- cate of such compliance, signed by the president and treasurer of the company, to which certificate they shall severally make oath. In all cases, the scrip shall bear date fi-om the deUvery thereof, and the pro- ceeds thereof shall be a])plied by the directors of the company, exclu- sively to the construction and necessary furniture and equipment of the Atlantic and St. Lawrence Railroad Sec. 7. Upon the delivery of each and every portion of the scrip aforesaid, the directors shall execute and deliver to the city treasurer, the bond of the company, in an equal amount, payable to the city, con- ditioned that the company will duly pay the interest on said scrip, and will provide for the reimbursement of the principal thereof, aivi hold the city harmless on account of the issue of the same, .according to the pro- visions of this act. Sec. 8. The directors shall also transfer to the city, upon the deliv- ery of any portion of the scrip as aforesaid, an equal .amount in the shares of the company, to be held as collateral security tor the bond of the company, required to be given in such case. And the shares so held as collateral shall be credited on the stock books of the company as fully paid up, and no assessments shall ever be rc(iuired thereon, nor shall any dividends be paid on the same, nor any ri^ht of acting or voting at the meetings of the company be claimed pv exercised by reason of said shares, so long as the same shall be held as collateral as aforesaid. Sec. 9. From and after the issue and delivery to the directors of any portion of the scrip aforesaid, the city shall have a hen upon the said rail- road, and upon all the property and franchise of the company, to secure "^ 20 the performance of the conditiong of all the bonds of the company, executed and delivered under the provisions of this act. Sec. 10. For the purpose of providing for the reimburscnipnt of the prin('ij)al of the scrip, authorized to be issued by this act, there shall bo established a sinking fund, and comniissionera shall be appointed to manage the same. One of said commissioners shall be appointed by the major and aldermen of the city, and one by the directors of the company, and in case of a vacancy in the place of either, the same shall be sup- plied by the mayor and aldermen, or by the directors, respectively, lioih of said commissioners shall be appointed and qualified before the delivery to the directors of any of the scrip. The commissioners shall severally be sworn to the faithful discharge of the duties enjoined upon them by this act, in presence of the city clerk, who shal] make a certificate and record thereof, as in the case of the qualification of city officers. Each of the commissioners shall give a bond to the city, with satisfactory sure- ties, in the penal sum of ten thousand dollars, conditioned for the faithful diichargo of his duty as commissioner. They shall receive such compen- sation as may be established by the directors, which shall be paid to them by the company, and shall not be diminished during their continuance in office. Skc. 11. Whenever the directors shall receive any portion of the scrip, authorized as aforesaid to bo delivered to them, they shall pay to the city treasurer, two per cent, of the amount of the scrip so delivered, which amount shall be, by the city treasurer, placed to the credit of the commissioners of the sinking fund, and shall constitute a part of said fund. The directors shall also, annually, in the month of April, pay to the city treasurer, from the income of the road, one per cent, of the whole amount of siQrip which shall have been, before that time issued and delivered, and sh«,ll be then outstanding ; but after the expiration of five years from the time cf delivery and receipt of the first portion of scrip as aforesaid, the said annoal payments from the income of the road shall be increased to one and a half per cent, of the amoimt of the scrip, then outstanding as aforesaid, and iVo said annual payments of one per cent, for five years, and one and a half per cent, annually thereafter, shall be successively placed to the credit of the commissioners of the sinking fund, and shall constitute a part of said fund. Sec. 12. The comniissloncrs shall have the care and management of all the moneys and secunvies at any time belonging to said fund ; but the moneys uninvested, and the securities shall be in the custody ot the city treasurer, who shall be, by virtue of his office, treasurer of the sinking fund, and shall be responsible, on Lis official bond to the city, for the safe keeping of the moneys and securities of the fund. He shall pay out and deliver any of the said moneys and securities only upon the warrant of the commissioners. the company, iburpcniont of v't, thoru shall a appointed to pointed by the ' the company, ) shall be sup- Rtivcly. Both •e the delivery shall severally upon them by :!crtifioate and ifHcera. Each isfaetory sure- for the faithful such compen- i paid to them continuance in portion of the jy shall pay to 5 so delivered, 3 credit of the t of said fund. )ay to the city whole amount nd delivered, ivc years from p as aforesaid, 11 be increased ;n outstanding for five years, >e successively und, and shall lanagement of fund ; but the, dy ot the city of the sinking y, for the safe 11 pay out and he warrant of ,"ii M 21 Sec. 1 3. The commissioners shall from time to time, at their discre- tion, invest the moneys on hand, securely, so that they shall be productive, and the same may be loaned on mortgage of real estate, or to any county, or upon pledge of the securities of any county in this state, or invested in the stock of this state, or of the United States, or in the stock of any railroad company in New England, whose road is completed, and whose c-apital has been wholly paid in. Any portion of the fund may be invested in the city scrip authorized by this act, and such scrip shall not thereby be extinguished, but shall be held by the commissioners, like their other investments, for the purposes of the fund. An amount not exceeding ten per cent, of the fund may bo loaned on pledge of the Bto>;k of any bauk, or of any sto(;k insurance company in this state. And the commissioners may from time to time sell and transfer any of said eecurities. Sec. 14. The sinking fund, and all the sums which shall be added thereto by accumulation upon the investments thereof, shall be reserved and kept inviolate for the redemption and reimbursement of the principal of the said scrip at the maturity thereof, and shall be applied thereto by the commissioners. Sec. 1 5. Any of the shares in the stock of the railroad company, held by the city as collateral, may be sold and transferred by direction of the commissioners of the sinking fund, with the consent of the directors of the railroad company, whenever an exchange hereof can be advanta- geously made for any of the city scrip, authorized l)y this act, or whenever the said scrip can be advantageously purchased with the proceeds of any euch sale of such collateral shares. And the scrip so purchased or taken in exchange, shall be thereupon cancelled and extinguished, and the amount thereof shall bo endorsed or. the respective bonds of the railroad company, given on the issue and deUvery of such scrip. But no part of the sinking fund, or of its accumulations, shall be applied at any time or in any manner to the redemption and extinguishment of the scrip before maturity thereof. Sec. 16. If the directors of the railroad company shall, at any time fad to pay to the city treasurer, for the sinking fund, the amount afore- said of one per cent, or one and a half per cent, required to be paid into the sinking fund, out of the income of the road, the commissioners are authorized, at their discretion, upon such notice to the company as they «hall deem suitable, to sell so many of such collateral shares as may be necessary to produce the amount of such deficiency, and the proceeds of such sale shall thereupon be paid into the sinking fund, and thall be applied to the purposes thereof. And all conveyances and transfers of such collateral shares shall be made by the city treasurer under the direction of the commissioners of the fund, in pursuance of the provi.s- ions of this ac(. ftii II M 22 Sec. 17. Tlio commissionors sliall keep a true record of nil their proceedings nn.l an acoonnt of all the sums paid into tlie fund, and of the invostmentH nmdi^ of the .same, and shall, annually, in the month of July, report to the mayor and aldermen, and to the directors of tho rail road company, their proceedings f;)r the year, the anu)unt and eonditicm of the funhe inhabitants of the city to act upon the question ot accepting the same, as provided In the second sectlcm of this act. Ana the several ward meetings of the inhabitants for that purpose, shall bo called and holden within thirty days afler such approval. And If the act shall be accepted a^ uforesiid, then, after such acceptance and record thereof, all the parts of t.'ii. ,-,.,; shall tak. eifect and bo in full force. Approved, Augud 1, 1848. >.» ^V STATE O F VE RMONT. [The right of way for the Atlantic and St. Lawrence Railroad, with the requisite chartered privileges within the State of Vermont, were granted by an Act of the General Assembly, passed October 27th, 18.18 entitled, " An Act constituting the Atlantic and St. Lawrence Kail Koad ^..ompany, a Corporation within the Slate."] ^ord of nil their tho fund, and of in tho month of L'ctorM of tlu) rail It and ooiiditloii rt'of. And their rilios hc'loninnji: )innn'ttct! as may nncn, or by tlio oral trusts con- ne judicial court r and aldermen, u) said conunis- and duties, by \<;s in equity, to to issue thereon , 3 to compel the d duties, and to in cas(! of sucli ;irovided in the >ns, shall at any outstanding, all impany ; and if and reimburse- le company. Mn and after its tors of the rail- 3n tho question this act. And irpopc, shall bo And if the act ce and record full force. STATE OF MAINE. ^. VWN^-VN/V^VN/V* An Act additional to an act to establish the Atlantic and JSt. Lawrence Railroad Company, Be it enacted by the Senate and House of Representatives in Legislature assembled — as follows: Sec. 1. The capital stock of the Atlantic and St. Lawrence Rail- road company is hereby increased ton thousand shares, so that the capital stock of said company shall consist of not less than ten thousand, nor more than forty thousand shares. Sec. 2. This act shall take effect from and after its approral by tho governor. Approved, June 12, 1850. Railroad, with /■ermont, were )er 27th, 18.18, nee Rail Road ! I i ! iuiSJl STATE OF MAINE. An Act to mithonze the City of Portland to grant further aid in the construction of the Atlantic and St. Law- rence Railroad. Be it enacted ly the Senate and House of Representatives in Legislature ossembled~~&3 follows : Section 1. The city of Portland is hereby authorized to make a further loan of its credit to the Atlantic and St. Lawrence Railroad Lompany, m aid of the construction of their railroad, subject to the lollowing terms and conditions. Sec. 2. This act shall not take effect, unless it shall be accepted by the directors of said railroad company, and by the vote of the inhabi- tantd of said city, Toting in ward meetings dul- called, according to law • and at least two-thirds of the whole number of votes cast at such ward meetings shall be necessary for the acceptance of the act. The returns ot such ward meetings shall be made to the aldermen of the city, and they shall count and declare the votes returned, and the city clerk shall make record thereof Sec. 3. Upon the acceptance of the act as aforesaid, the city treasurer IS authorized to make and issue from time to lime, for the purposes con- templated in this act, the scrip of said city, in convenient and suitable sums, payable to the holder thereof, on a term of time not less than twenty, nor more than thirty years, with coupons for interest attached payable semi-annually, or yearly. Sec. 4. The whole amount of the scrip to bo issued and delivered urier that act, shall not exceed five hundred thousand dollars, and the same shall ba delivered by the city treasurer to the directors of the rail- road company from time to time, as may be reciuired, subject to ihe v . ' '"'■'"ff > grant further i St. Law- ives in Legislature >rized to make a iwrence Railroad a, subject to the I be accepted by te of the inhabi- ocording to law ; ist at such ward it. The returns of the city, and city clerk shall he city treasurer le purposes con- ent and suitable 10 not less than iterest attached, 3 and delivered dollars, and tho tors of the rail- subject to the 25 ■everal provisions of this act. In all cases, the scrip shall bear date from the delivery thereof, and the proceeds thereof shall be applied by the directors ot the cou:pany, exclusively to the construction and necessary furniture ai-u equipment of the Atlantic and St. Lawrence Railroad. Sec. &. Upon the delivery of each and every portion of the scrip , , aforesaid, the directors shall execute and deliver to the city treasurer, for the city, the bond of the company, in an equal amount, payable to the city, conditioned that the company will duly pay the ini >rest on said scrip, and will provide for the reimbursement of the principal thereof, and hold the city harmless on account of the issue of the same, according to the provisions of this act. Sec. 6. The directors shall also, if required by the mayor and alder- men of the city, transfer to the city, upon the delivery of any portion of the scrip as aforesaid, an equal amount in the shares of the company, to be held as security for the faithful performance of all the obligations of the company mentioned in the proceeding section, and the certificates of rich shares shall be delivered to the city treasurer. The shares so trans- lerred shall be credited in the stock books of the company as fully paid up. But the city shall not be taken and held as a stockholder in the company by reason of the transfer of shares for the purposes aforesaid, under the provisions of this act, or of an act passed August first, one thousand eight hundred and forty-eight, nor shall any assessments ever be required on the shares hereby authorized to be transferred as aforesaid nor shall any dividends be paid on the same, nor any right of acting or voting at the meetinrra of the company be claimed or exercised by reason of said shares, so long as the same shall be held as security as afore- said. Sec. 7. From and after the issue and delivery to the directors of any portion of the scrip issued under this act, the city shall have, in addition to the lien which it now has by virue of the act passed as aforesaid, August first.one thousand Jeight hundred and forty-eight, a further lien upjn said railroad, and upon all the property and franchise df the company, to secure the performance of the conditions of all the bonds executed and delivered under the provisions of this act, which lien may be enforced, in the manner hereinafter provided. Sec. 8. For the purpose of providing for the reimbursement of the principal of the scrip authorized to be issued by this act, a sinking fund shall be established, and shall be under the management of commission- ers. The same persons, who shall, from time to time, be the commission- ers of the sinking fund created under the act aforesaid, passed August first, one thousand eight hundred and forty-eight, shall be the commlssTon- "Ts of tlie sinking fund created under this act. They shall severally be sworn to the f lithful discharge of the duties enjoined" ujion them by this act, before tho delivery of any portion of the scrip hereby authorized • dMM I ! 26 which oath shall be taken in presence of the city clerk whn «l,.n ^ ^. record thereoUs in ease of the qualification o^^y'^.^' ^'^" "^^^^ c niT ' tl.T:^ 'r ^' ' ^"T^^' '^^'^ ''^« '"-- °^ thi'roa one p r cent, c the whole amount of scrip which shall have been bpfnr. fW standing but a ter the expiration of five years from the time of the de livery and receipt of the first, portion ot scrip as afbreL d he said an" nua paymentsfVom the income of the road shall be incrasJd t one and as aforesaid and the said annual payments of one per cent, for five vearf placed to the credit of the commissioners of the sinking fund, and shall constitute a part of said fund established by this act feEc. 10. The commissioners shall have the care and management of all the moneys and securities at any time belonging to said fund but iC fund an. lu K " ^'' ^y "''■^"^ °^ ^'^ ««'^^«' treasurer of L sink- ing fund and shall be responsible, on his official bond to the city for the safe keeping of the moneys and securities of the fund. He sldfpay lut Sec. 11. The commissioners shall from time to time, at their discro anctive, and the same may be loaned on mortgage of real estate nt t„ any eounty, or upon pledge of the securities of any eountv in to L roZ*''the"f"'V*"\°'.'''' """• °' °' *° uSsL'e . A ;• .ime seU and tLsL^^^o^l^dTel;':;;::"""''^'"""" "''' '™"' «»' '° the Jo' "yJ^J:^:i'T'^ '■:" »" '"^ ™- "'-'■ ^'-" be added and kept ivioLTo t ,e ^ ■"vestments thereof, shall be reserved pa. Of c:t^^Zii^zz Ttttat^r:,"' "'','"" ■'™^'- be applied thereto by the coimiZL '' "'"™'' """ "'"'" c, who shall make icers. y portion of the they shall pay to crip so delivered, the credit of (he i part of the fund lly, in the month :he road, one per been, before that lall be then out- 3 time of the de- 3aid, the said an- eased to one and then outstanding nt. for five years, 1 be successively ; fund, and shall management of said fund ; but e custody of the irer of the eink- the city, for the le shall pay out I the warrant of at their discre- y shall be pro- 3al estate, or to ty in this state, I States. Any thorized by thii eight hundred tinguished, but tments, for the )or cent, of the •r of any stock ly from time to ihall be added II be reserved of the princl- rcof, and shall 27 Sec. 13. Any of the shares in the stock of the railroad company, held by the city for security, as provided in the sixth section of this act, may be sold and transferred by the commissioners of the sinking fund, with the consent of the directors of the company, whenever an exchange thereof can be advantageously made for any of the city scrip, authorized by this act, or whenever the said scrip can be advantageously purchased wilh the proceeds of any such sale of such collateral shares. And the scrip so purchased or taken in exchange, shall be thereupon cancelled and extinguished, and the amount thereof shall be endorsed on the respective boil Is of the company given on the issue and delivery of such scrip. But no part of the sinking fund established by this act, or of its accumula- tions, shall be applied at any time or in any manner to the redemption and extinguishment of the scrip before maturity thereof. Skc. 14. If the directors of the company shall, at any time, fail to pay to tne city treasurer, for the sinking fund created by this act, the amount aforesaid of one per cent, or of one and a half per cent, required to be paid into the sinking fund, out of the income of the road, the com- missioners are authorized, at their discretion, upon such notice to the company as they shall deem suitable, to sell so many of the shares held by the city for security, as may be necessary to supply the amount of Buch deficiency, and the proceeds of such sale shall thereupon be paid into the sinking fund, and shall become a part thereof. All such convey- ances and transfers of shares, which may be sold as aforesaid, shall be made by the city treasurer under the direction of the commissioners. Sec. 1.5. The commissioners shall keep a true record of all their pro- ceedings and an account of all the sums paid into the fund, and of the investments of the same, and shall, annually, in the month of July, report to the mayor and aldermen of the city, and to the directors of the rail- road company, their proceedings for the year, the amount and condition of the fund, and the income of the several parts thereof. Thiir records, and the accounts of the fund, and the securities belonging thereto, shall at . all times be open to the inspection of any committee appointed for that purpose by the mayor and aldermen, or by the directors of the company. Sec. 16. To secure the faithful discharge of the several trusts con- fided to the said commissioners under this act, the supreme judicial court is hereby empowered, upon the complaint of the mayor and aldermen of the city, or of the directors of the railroad company, against the said commissioners, or either of them, concerning any of their said trusts and duties, by sumuiary process, according to the course of proceedings in equity, to hear and adjudge upon ^he matter of such complaint, and to issue thereon, any suitable writ or process, and make any lawful decree to compel the appropriate discharge and performance of such trusts and duties, and to remove the said commissioners, or either of them. Sec. 1 7. If the sal J uiukiiig fuu-:, with itb ciccumuiatious, shall at any rf-'iiim^r 28 time exceed the amount of the scrip unredeemed and outstanding, issued under this act, all such excess shall be annually paid over to the railroad company; and if any surplus of the fund shall remain after the redemp- tion and reimbursement of all tiie said scrip, such surplus shall be paid over to the company. And the mayor and aldermen may from time to time, cause to be reconveyed to the railroad company such parts of the stock transferred to the city under this act, or the act afo-'said, passed August first, one thousand eight hundred and forty>eight, as they may deem not to be required for the securities herein provided. Upon the final completion of all the duties enjoined upon the commissioners under this act, their records and account, shall be deposited with the railroad company. Skg. 18. For the purpose of securing and enforcing the lien granted to the city by the seventh section of this act, and by the ninth section of the act aforesaid, passed August first, one thousand eight hundred and forty-eight, the directors of the company arc Lereby authorized, and it shall be their duty, whenever thereto directed by the mayor men, to execute and deliver to the city of Portland, a mortgage of said radroad, and of all its property real and personal, and of the franchise of the company. Such mortgage shall be signed by the president of the company m his official capacity, and shall be executed according to the laws of the several states, through which tLc railroad shall pass, and shall be of due and legal form, and shall rontaia apt and sufhcient terms for the security of the city against any liabilities then existing, or which may thereafter be incurred in pursuance of this act, and of the act aforesaid, passed August first, one tho;-and eight Li.ndrcd and forty-eight. The record of such mortgage in the registry of deeds for Cumberland county, shall be a sufficient registry thereof, to all intents and purposes, within this state. If any portion of the railroad shall not have been completed at the time of the execution of such mortgage, the directors shall be held, whenever thereto requested, as aforesaid, to execute and deliver other like mortgages of any other portion of the road and property, ae may be, from time to time required, and such further mortgages shall be subject to like provisions, and shall have like operation, as is hereinbefore prescribed. Sko. 10. If the directors of the company shall neglect or refuse to execute and deliver any such mortgage, after r-quest as aforesaid, the mayor and aldermen may cause a suit in equity to be instituted in the name of the city, to compel the due execution and delivery thereof. The siiprfine judicial court for the county of Cumberland, shall have jurisdiction of such suit, and shall hear and determine the same, bv sum- mary process in their discretion, and shall make such decree therein as may be suitable to effect the purposes herein required. Skc. 20. For the purpose of foreclosing any such mortgage upon the property and franchise of the company, within thin state, it shall be suffi- outstanding, issued iver to the railroad after the redemp- rplus shall be paid may from time to r such parts of the t afo "said, passed ight, uri they may )vided. Upon the aimissioners under with the railroad g the lien granted le ninth section of igbt hundred and authorized, and it mayor mortgage of said d of the franchise 5 president of the I according to the lall pass, and shall sient terms for the ig, or which may the act aforesaid, forty-eight. The mherland county, 1 purposes, within J been completed tors shall be held, deliver other like , ae may be, from be subject to like ore prescribed. ;Iect or refuse to as aforesaid, the instituted in the lelivery thereof, rland, shall have le same, by sum- lecree therein ad )rtgage upon the , it sLali be sufll- 29 cient for the mayor and aldermen to give notice according to the mode prescribed in the fifth section of the one hundred and twenty-fifth chap- ter of the revised statutes, which notice may be published in a newspaper printed in the city of Portland, and record thereof may be made within thirty days after the date of the last publication, in the registry of deeds, for the county of Cumberland, which publication and record shall be Bufnclent for the purposes ot such foreclosure. Upon the expiration of three years from and after such publication, if the conditions of such mortgage shall not within that time have been performed, the foreclosure fhall be complete, and shall be sufficient to make the title to all the property and franchise aforesaid, absolute in the city of Portland. And any transfer of any of the personal property of the company, made after publication of such notice to foreclose, without the consent of the mayor *nd aldermen, shall be wholly void ; but lawful transfers and charges, of any of the personal property of the company, not including the franchise, and the rails actually laid, and the right of way, may be made, notwith- Btanding such mortgage, before publication of notice to foreclose as afore- said ; and all personal property acquired by the company, by purchase, exchange, or otherwise, after the execution and delivery of any such mortgage, shall be covered and held thereby. Sec 21. If the directors of the company shall, at any time, neglect or omit to pay the interest, which may become due upon any portion of the scrip issued and delivered under the provisions of this act, or of the act aforesaid, passed August first, one thousand eight hundred and forty- eight, or to make the annual payments thereby required for the sinking fund, the city of Portland may take actual possession in the manner hereinafter provided, of the railroad, of all the property real and personal of the company and of the franchise thereof, and may hold the same and apply the income thereof, to make up and sup^ily such deficiencies of interest and amounts payable for the sinking fund, and all further defi- ciencies that may occur, while the same are so held, until such deficien- cies shall be fully made up and discharged. A written notice signed by the mayor and aldermen, or by a majority of their number, and served upon the president or treasurer, or any director of the company, or if there are none such, upon any stockholder in the company, stating that the city thereby takes actual possession of the railroad, and of the property and franchise of the company, shall be a sufficient actual possession thereof, and shall be a sufficient legal transfer of all the same for the purposes aforesaid to the city, and shall enable the city to hold the same, against any other translers thereof, and against any other claims threon, until such purposes have been fully accomplished. Such possession shall not be coniidcrcd as an entry for foreclosure, undci' any mortgage hereinbefore provided, nor shall the rights of the city, or of the company, be in any manner alTected thereby. P#^^»; las*!^* !' !■:' 80 Sec. 22. All moneys received by or for the railroad company, after notice as aforesaid, from any source whatever, and by whomsoever the same may be received, shall belong to and be held for the use and benefit of the city, in the manner and for the purposes herein provided and shall, after notice given to the persons receiving the same, respec tively, be by them paid to the city treasurer, which payment shall be an effectual discharge from all claims of the company therefor ; but if any person, without such notice, shall make payment of moneys so received to the treasurer of the company, such payment shall be a discharge of all claims of the city therefor. All moneys received by the treasurer of the company, after such notice, or in his hands, at the time such notice may be given, shall be, by him paid to the city treasurer, after deducting the amount expended or actually due for the running expenses of the road, for the salaries of the officers of the company, and for repairs necessary for conducting the ordinar3'- operations of the road. Such jiayments shall be made to the city treasurer at the end of every calender month, and shall be by him applied to the payment of the interest due as aforesaid, and placed to the credit of the commissioners of the sink- ing fund, in the amounts required by the provisions of this act, and the act aforesaid, passed August first, one thousand eight hundred and forty-eight. And any person, who shall pay or apply any moneys received as aforesaid, in any manner contrary to the foregoing provisions, shall be personally liable therefor, and the same may be recovered, in an action for money had and received, in the name of the city treasurer, •whose duty it shall be to sue for the same, to be by him held and ap- plied, as is herein required. Sec. 23. For the purpose of effecting the objects prescribed in the preceding sections, the mayor and aldermen may cause a suit in equity to be initituted in the name of the city, in the supreme judicial court, in the county of Cumberland, against the railroad company, its directors and any other persons, as may be necessary for the purpose of discovery, injunction, account or other relief under the provisions of this act. And any judge of the court may issue a writ of injunction, or any other suitable process, on any such bill, in vacation or in term time, with or without notice,' and the court shall have jurisdiction of the subject mat- ter of such bill, and shall have such proceedings and make such orders and decrees, as may be within the power and according to the course of proceedings of courts in equity, and as the necessities of the case may require. Sec. 24. If the railroad company shall, after notice of possession as aforesaid, neglect to choose directors thereof, or any other necessary offi- cers, or none such shall be found, the mayor and aldermen of the city shall appoint a board of directors, consisting of not less than seven persons, or any other necessary officers, and the persons so appointed shall have all *.«« road company, after and by whomsoever leld for the use and 303 herein provided, ig the same, respec payment shall be an therefor ; but if any moneys so received be a discharge of all the treasurer of the me such notice may , after deducting the xpenses of the road, ar repairs necessary d. Such payments ry calender month, the interest due as sioners of the sink- ins of this act, and eight hundred and apply any moneys foregoing provisions, be recovered, in an the city treasurer, f him held and ap- 31 iht power and authority of officers chosen or appointed under the provisions of the act establishing said company, and upon their acceptance of such offices, shall be subject to all the duties and liabilities thereof. Sec. 25. This act shall take effect from and after its approval by the governor, so far as to empower the directors of the railroad company, and the inhabitants of the city to act upon the question of accepting the same. The several ward meetings of the inhabitants for that purpose, shall bo called and holden within thirty days after such approval. And if the act shall be accepted as aforesaid, then, after such acceptance, and record thereof, all the parts of the act shall take effect and be in full force. Approved, July 27, 1850. s prescribed in the luse a suit in equity reme judicial court, mpany, its directors irpose of discovery, IS of this act. And Jtion, or any other term time, with or of the subject mat- 1 make such orders ing to the course of es of the case may ice of possession as ither necessary offi- lermen of the city than seven persons, tinted shall have all ''^ TBUST MOBTGAGE To secure Bonds of the Company, April 1, 1851. Kmv3 all men hij these presents, that the Atlantic and St. Lawrence Railroad Company, a corporation established by the Legislature rt' the state of Maine, and created a corporation within the several ocates of New Hampshire and Vermont, by the Legislatures of tLose states respectively, for the purpose of eflecting the several trusts and securities hereinafter set forth, and in consideration of one dollar paid by the grantees and trustees hereinafter named, doth hereby give, grant, bargain, Bell and convey to Ether Shepley, John Anderson and John Rand, all of Portland, in the county of Cumberland, m the state of Maine, Esquires, and to their survivors and successors as hereinafter designated, all the railroad of said company, known as the Atlantic and St. Lawrence Rail- road, situated in the counties of Cumberland and Oxford, in the state of Maine, and continued, and to be continued, through the northern parts of the states ot New Hampshire and Vermont, including all the land and right of way taken and held by said company in the states aforesaid, for the purposes of its road, and all the franchise of said company granted by the several states aforesaid, together with all the real estate of said com- pany situated in the said counties of Cumberland and Oxford, and in any county or counties in the said states of New Hampshire and Vermont, and all the rails and superstructure, the cars, engines, and other furniture, machinery and equipment of said road, and all other personal property of said company, appertaining to and connected with the customary use and working of said railroad and the machinery thereof, subject to the prior, lie, s of the city of Portland upon the said railroad' and all the property and franchises of said company created by the several acts of the Legislature ol Maine, passed August first, one thousand eight hundred and forty-eight, and July twenty-seventh, one thousand eight hundred and fifty, and subject to a mortgage dated February third, A. D. one thousand eight hundred and filty-one, executed and delivered by 1, 1851. id St. Lawrence Jgislature ri the leveral otates of of tliose states ts and securities lar paid by the , grant, bargain, )hn Rand, all of laine. Esquires, lignated, all the Lawrence Rail- 1, in the state of orthern parts of 11 the land and !3 aforesaid, for any granted by ,te of said com- ard, and in any and Vermont, es, and other other personal cted with the linery thereof • J said railroad, ;reated by the , one thousand one thousand ebruary third, id delivered by 33 the said company to the said city of Portland under the provisions of th« act aforesaid, passed July twenty-seventh, one thousand eight hundred •nd fifty, and to any uJ.or and furlher f.ortgage, which may at any time ^ bo m:ide b> said company to said city in pursuance of said act, and sub- ject also to any and all future assurances and conveyances which may be ina!e to sulfor any forfeita..e, Uy reason of „ y d ay "n ht part ot .he holders of su.h eertin,.ate. and l.nds to .le„,and and ace nt paynct of tho prhu-ipal or interest duo thereon, but shall, eve th f, be and reman, liable at all events, for the Hdelity of the d nos ta v ! h Whon. .neh fnnds .shall be deposited, and for the securi y' r'p applieation of the same. ^ l"opcr If the wid le,see, shall fail to pay and di.eharge the debts, liabilitieg *nd obl.gat.ons of te said Atlantie an.l 8t. Lawrence Railroad Compa ' wh.eh are over and above the funded debt hereinafter menti. J M wh.eh are en.mnrated in tho schedule of debts hereinafter r -u . i\ d shall sufler such debts, liabilities an.l obligations to be in a -./'and unpatd to an amount e.iual to twenty-five thousand dollars, for more than ninety ays after the maturity of that amount in the aggregate, and after not CO of such arrears g.ven by authority of the d.rectors of said Atlantic and St. Lawrence lla.lroad Company to the said lessee, or any ot them or to any ortieer of said Grand Trunk Railway Company, at the principal ofhce of said company m Canada, the said lessees shall, upon such failure and ufFermg such arrears to remain for the time aforesaid, be liable to sutler the forfeiture of this lease as hereinafter provided. Ticel/th. In the event of any failure, neglect and omission by the said lessees or the survivors or survivor of them or their assign., hereinafter designated, to make the payments provided lor and specifled ir. the eleventh article hereof, as therein required, and which failure, ncrrlect, omission and the suffering of such payments to be in arrears, it is therein' declared, shall render the said lessees liable to suffer the forfeiture of this lease, the said Atlantic and St. Lawrence Railroad Company, into and upon all the said railroad, property and estate hereby demised, and into and upon all the improvements thereof, and property substituted there- for, or into and upon any part thereof in the name of the whole, shall have the right immediately or at any time thereafter, without other notice or demand than is hereinbefore provided, to re-enter and take and hold possession of the same, and use and operate the same, and take the income and profits thereof, and the said lessees and all their servants and agents to dispossess and amove, and may at the time of such re entry or at any time thereafter, give written notice to the said lessees or any of them, or to the said Grand Trunk Railway Company, that it holds the said railroad property, estate and improvements for the pvrpose of effecting the determination of this lease and enforcing the forfeiture thereof for the specified breach or breaches of covenant for which such entry was made ; which written notice shall be sufficient, if delivered by authority of the directors of said Atlantic and St, Lawrence Railroad Company, to 52 any one of said lessees or to any officer of the said Grand Trunk EailwaT- Company at the principal office of said company in Canada, or in case ot inability to deliver notice as aforesaid, by publishing such notice for two weeks, in some public journal in the city of Montreal. If the said lessees shall not, within eighteen months after the delivery of notice or the last publication thereof as aforesaid, repair, supply and make good all the deficiency and breach of covenant for which such erftry was made, with interest for the time of such deficiency upon the sum or sums unpaid and in arrears, all the estate, rights and interests of the said lessees shall be absolutely determined and forfeited, and the said Atlantic and St. Law- rence Railroad Company shall have and hold all the said railroad property and estate demised, and all the improvements thereof and property substituted therefor, and all the income thereof, as in and of its former estate and to its own use, without liability to account to said lessees for any of said property, estate, improvents, substitutions or income, or to refund or reimburse to said lessees any sum by them before that time advanced, paid or applied in fulfilment or part fulfilment ot any of the covenants and agreements herein expressed. But if the said lessees and thesurvivors and survivor of them and their assigns hereinafter designated, shall at any time after such entry for breach of covenant and before the expiration of eighteen months aforesaid, from the delivery or publication of notice aforesaid, repair, supply and make good all the deficiency and breach of covenant for which such entry was made, with interest as afore- said, then the said lessees and the survivors and survivor of them, and their assigns aforesaid, shall be restored to the possession, use and enjoy- ment of all the demised premises and the improvements thereof and property substituted therefor as fully and amply, and to all intents and purposes as if no such deficiency and breach of covenant had occurred and the said Atlantic and St. Lawrence Railroad Company shall restore, end hereby covenants that it will restore and yield possession as afore- aaid, and will account for and pay to the said lessees and the survivors and survivor of them and their assigns aforesaid, all the net profits and income received by the said Atlantic and St. Lawrence Railroad Company by virtue of its entry and possession aforesaid. Thirteenth, The said Atlantic and St. Lawrence Railroad Company on its part hereby covenants, that it shall and may be lawful to and for the said lessees and the survivors and survivor of them and their assigns aforesaid, paying the rent herein reserved, and providing for, and making all the other payments required and provided for in the eleventh article hereof, peaceably and quietly to have, hold, use, occupy and enjoy all and singular the premises hereby demised, with the appur- tenances, for and during the said term ot nine hundred and ninety-nine years hereby demised, without any molestation whatsoever of or by the 53 said Atlantic and St. Lawrence Railroad Company or assigns, or any person or persons lawfully or equitably claiming or to claim, by, from, or under said company. ' ' J^ourlcenlh. The said Atlantic and St. Lawrence Railroad Company father covenants taat .t will during the term hereby demised, uphold and mamtain the lawful organization of said company, and will do all things on its part required to be done to uphold and save inviolate the charter and franchise thereof; and will, from time to time, elect and appoint all such officers, agents and servants, as it may by law be required to elect and appoint for the purpose of so maintaining its organization charter and franchise, and will invest them with such powers and duties as may be necessary to secure and maintain the corporate efEciency of said company according to law. F^teenih. The said Atlantic and St. Lawrence Railroad Company further covenants, that after the execution of this lease and until the determination thereof, it will not, without or beyond the request and con- sent of the said lessees, issue any further shares in the capital stock of said Atlantic and St. Lawrence Railroad Company beyond the number of shares now lawfully issued, or entitled by virtue of existing contracts to be issued, as hereinbefore mentioned, and will not after the execution of this lease and until the determination thereof, without or beyond the consent of the said lessees create any new debt against said Atlantic and bt. Lawrence Railroad Company, nor issue or deliver any previously executed evidence of debt for which the said companv shall not have received value at the date of the execution of this lease, nor voluntarily do any act whereby any obligation or indebtedness shall result against said company ; but may, nevertheless, execute and deliver any new evi- dence of debt for indebtedness now existing, or in liquidation of sub- sisting contracts. SixteentL The said Atlantic and St. Lawrence Railroad Company further covenants, that the said les-ees shall be entitled to, and shall have all the benefit and advantage secured by law to the said Atlantic and St. Lawrence Railroad Company, arising or to arise from the establishment and operation of the several sinking funds created, as hereinbefore mentioned, for the redemption and reimbursement of the certificates of loan heretofore issued by the city of Portland as aforesaid, and shall be entitled to use and enjoy all the remedies which the said Atlantic and St. Lawrence Railroad Company has, or may have, to secure the proper custody and management of said funds, and to use the name of the said Atlantic and St. Lawrence Railroad Company whenever necessary for the enforcement of such remedies. Seoenteentk. The said Atlantic and St. Lawrence Railroad Company further covenants, that it will on its part observe and keep all the agree- 54 roents and regulations established and adopted, in and by the fundamental articles hereinbefore mentioned, entered into between the said corapdny and the Atlantic and St. Lawrence Railroad Company, under date of April 17th, 1846, and now remaining executory, subsisting and unper- formed. Eighteenth. In further consideration of the premises, the said Atlantic and St. Lawrence Railroad Company hereby assigns to the said lessees all the contracts, bonds, notes, accounts, choses in action, claims, actions and causes of action, judgments, appeals and rights of appeal, which the aaid Atlantic and St. Lawrence Railroad company now possesses, or to which it is entitled, and hereby constitutes the said lessees and the survivors and survivor of them, its attorney irrevocable, until the determination of this lease, with authority to appoint the said Grand Trunk Railway Company their substitute, and with power in the name of said assignor, but to the use and at the cost of the assignees to demand, sue for, prosecute, enforce, satisfy, recover and enjoy all the contracts and other things hereby assigned, and in like manner in the name of the said Atlantic and St. Lawfence Railroad Company, hut at the cost and to the use of the said assignees, to prosecute all causes of action which may hereafter during the term of this lease, accrue io the said Atlantic and St. Lawrence Railroad Company, against any person or corporation, other than the said lessees and any person or corporation claiming or acting by or under their authority or authority, from them derived. Nineteenth. The said Atlantic and St. Lawrence Railroad Company bcroby further covenants, that it will at all times hereafter, grant to the said lessees, all such access to and inspection of the books, accounts, title deeds, records, files and vouchers of the said Atlantic and St. Lawrence Railroad Company, as may be necessary to facilitate the operations, and secure the in'.erests of the said lessees, under this indenture. Twentieth. The Atlantic and St. La^vrence Railroad Company hereby declares its consent, that the lessees herein named, and the survivors and survivor of them, whenever and so soon as the said Grand Trunk Rail- way Company shall have the requisite authority to accept an assignment of this lease, may assign the same to said comi>any, with all the rights, title and interest of the said lessees therein, and with all their privileges and powers under the same : and the said lessees hereby jointly and severally covenant, that whenever such authority shall be so acquired by the said Grand Trunk Railway Company, they and the survivors and survivor of them will, within one year thereafter, execute in due form of law, and deliver a valid and effective assignment of this lease, and of all their right, title and interest therein, and of all their powers and privi- leges under the same, to the said Grand Trunk Railway Company, to have and to hold to said Company, for all tlie time then remaining unex- 55 pired of the term herein demised, and will surrender, yield and make over to said company, all their possession in and of the railroad, property and estate hereby demised, and all things whatsoever, by them acquired and held under this lease, appurtenant to said railroad property and estate, and used for the purposes thereof. ^ Upon the execution and delivery of such assignment, and acceptance of the same by the said Grand Trunk Railway Company, the said com- pany shall thereby assume, all the obligations of said lessees under this instrument, and shall be holden and bound to keep and perform all the covenants and agreements of the said lessees, herein expressed, and to comply with aU the conditions, and be subject to all the liabilities, which by this instrument are imposed upon the lessees herein named, as fully and to all intents and purposes, as if the said Grand Trunk Railway Company had been the original lessee under this indenture, and party to the same, and shall in like manner,be holden to supply, restore and make good, all breaches of any of the covenants hereof, by the said lessees, or any of them, before such assignment committed or suffered. And the said Atlantic and St. Lawrence Railroad Company further covenants, that if such assignment shall be made and accepted, as afore- said, within the period of two years from the twenty-ninth day of March, hereinbefore named, it will, upon the request of the said Grand Trunk Railway Company, execute and deliver to said Grand Trunk Railway Company, any suitable instruments or instrument, for the confirmation, and assurance of the same, and for confirming and securing to the Grand Trunk Railway Company, all the title, rights and interests, powers and privileges, by this indenture demised to said lessees and their assigns, hereby designated. Twenty-first. If the said lessees, or any of them, or the survivors or survivor of them, shall, ujion the request of the Grand Trunk Railway Company, for an assignment of this lease, as aforesaid, refuse, or for more> than sixty days after such request, neglect to make and deliver such assignment, they shall, upon such refusal or neglect, suffer the forfeiture of all their rights, title, interest and estate, in and under the present lease,, and the said Atlantic and St. Lawrence Railroad Company, may there- upon, without demand or notice, re-enter upon the premises demised, and the said lessees, their agents and servants, may dispossess and amove, and have and hold the said premises, as in and of its former estate, as fully, and to all intents and purposes, as in case of forfeiture, for any of the causes hereinbefore provided. But, with the intent, nevertheless, that in case of such forfeiture and re-entry, the said Atlantic and St. Lawrence Railroad Company will, notwithstanding, secure, maintain and uphold, to the said Grand Trunk Railway Company, all the beneficial interest of the said Grand Trunk Railway Company, in and to the 66 premises hereby demised, and will make, execute and deliver to the said Grand Trunk Railway Company, all such legal *itlc, and evidence of legal title in and to the said premises, as may be suitable in the law, and practicable to be made, in the manner hereinafter provided, or in any other suitable manner, to effect the objects and purposes of the said two companies, in this instrument expressed and set forth. Twenty-second. If such forfeiture, as aforesaid, shall take place, by reason of the refusal or neglect of said lessees to make the assignment aforesaid, or if the said Grand Trunk Railway Company shall, instead of the assignment hereinbefore provided for, elect to enter into, become party to, and accept a new indenture of lease, whereby the said premises shall be originally and directly demised to said Grand Trunk Railway Company, and shall, within two years from the twenty-ninth day of March, aforesaid, give notice to the said Atlantic and St. Lawrence Railroad Company of its election aforesaid, the said Atlantic and St. Lawrence Railroad Company will make and enter into a new indenture of lease, in substance upon the same terms, covenants, reservations, condi- tions and agreements, as are herein expressed, mutatis mutandis, between the said Atlantic and St. Lawrence Railroad Company on the one part, and the said Grand Trunk Railway Company on the othsr part, demising and leasing to the said Grand Trunk Railway Company, all the railroad, property, rights and estate hereby demised, to have and to hold to said Grand Trunk Railway Company, for the lull term of nine hundred and ninety-nine years, from the first day of July aforesaid, and upon the execution and interchange of such new indenture, so entered into, upon the election of the Grand Trunk Railway Company, as aforesaid, all the estate, rights and title of the said lessees, parties to the present indenture, shall ipso facto be determined and cease, and all their possession under the same, and all the property, improvements, funds, income, benefits and advantages by them acquired and held under the same, shall be ipso facto surrendered, yielded and made over to the said Grand Trunk Railway Company, to its own use and behoof But nothing done by virtue of any of the provisions aforesaid, relating to the assignment of this lease, or the entering into a new indenture ot lease, shall be a waiver of any action, or cause of action, which the said Atlantic and St. Lawrence Railroad Company may have against said lessees, or any of them, for any thing by them, or any of them, before that time done, omitted or suffered. Ticenti/-thi I. And whereas the said city of Portland, by virtue of the provisions of two of the several acts hereinbefore mentioned, autliorizinR ed la. on )ad I in lee rty est nt, six aid •of tnd nal (17 shares were so issued and delivered on account of construction expendi- tures, in improving and perfecting the said railroad, and the equipment thereof, and for the purpose of capitalizing said expenditure— and has agreed to issue and deliver to the said Grand Trunk Company, (the requisite legislative authority, being obtained, if necessary, for th« enlargement of said capital stock,) such further shares thereof as may be required to satisfy and discharge, by the proceeds of the same, the bonds heretofore issued by the said Atlantic Company, and the certificates of debt of the city of Portland, made and issued in aid of the construction of said railroad, and has further agreed, that if, upon the maturity of said bonds and certificates of debt, it shall be impracticable or unadvisable, by reason of the condition of the money market at such times, to pay off and discharge the said bonds and certificates, from the proceeds of shares, or otherwise, the said Atlantic Company will then, at the request of said Grand Trunk Company, issue its further bonds, in renewal and exten- sion of the I- nds and certificates so maturing, and thereafter, if requested *ci' .'''ke reason, will issue further successive series of bonds, for like further successive renewals and extensions ; — Now, in consideration of the premises, the said Grand Trunk Railway Company of Canada hereby covenants, that upon the amount of the par value of any and all such additional shares as have been or may be issued as aforesaid, it will pay an additional yearly rent, under said lease, at the rate of three dollars in the hundred, half yearly, under like conditions with the payments of the rent reserved in said lease, as therein provided, so that the rent reserved and accruing under said lease, shall at all times be the annual interest, at the rate aforesaid, upon the aggregate par value of all the shares in the capital stock of said Atlantic Company, which shall be lawfully issued and outstanding. The said Grand Trunk Company also further covenants, that it will duly provide for and pay the interest which shall at any time accrue and become payable upon any and all the further bonds and successive series of bonds of said Atlantic Company, which may be issued in renewal and extension of the present bonds of said company, and oi the certificates of debt of the city of Portland, as aforesaid, — and will duly provide for and pay the principal of all the several bonds and series of bonds, which shall be issued in renewal and extension as aforesaid, as the same shall from time lo time successively mature and become payable. Second. And whereas, by an act of the Legislature of Maine, passed the twenty-third day of September, eighteen hundred fifty-three, authority is given to convert the shares of the capital stock of said Atlantic Company, into values expressed in the sterling currency of England, and to provide for the payment of dividends thereon, in r^ondon, ia England, and the necessary regulations and forms therefor, have been adopted by the stockholders and directors ot the said Atlantic Company, the said Grand Trunk Railway Company of Canada hereby further covenants, that upon seasonable notice, according to said regula- tions, given by the said Atlantic Company, of the number of shares, which may have been converted and issued in sterling currency, at the expira- tion of every half year, when the rent reserved under the said lease shall become payable, it will provide for and pay, at its office in London, three pounds sterling on every such sterling share, of one hundred pounds each, and will pay the same semi-annually, on the fifteenth day of March and the fifteenth day of September, in each and every year during the term of said lease ; which payments so made in London, are to be in reduction and discharge of so much of the half yearly rent, under said lease, as would otherwise be payable at Portland on the thirtieth day of June and the thirty-first day of December respectively, preceding the dates above recited. And it is understood and agreed by the parties hereto, that all the provisiions, covenants [and stipulations, contained in said lease, and in these supplemental articles, respecting the payment of rent reserved and accruing under the same, are to be taken as subject to and qualified by the foregoing provision for the payment of a part of the said rent, at l^ondoa, in March and September annually, instead of at Portland, in June and December, as ori;^inally provided. T/iird. And in further consideration of the premises, the said Grand Trunk Railway Company of Canada hereby expressly agrees and consents,, that any failure on its part, for more than sixty days, to pay the rent, which shall at any time become payable upon any additional shares issued and to bo issued under the provisions of these supplemental articles^ or any failure to pay the bonds and successive series of bonds to be issued in renewal and extension of the now existing bonds of said Atlantic Company, and certificates of debt of the city of Portland, or to pay the interest from time to time accruing upon the same, or any failure for more than sixty days to provide for and pay, in London, such part of the rent under said lease, as is in these supplemental articles provided and agreed to be paid at that place, shall be a cause of forfeiture of said lease, as fully and efl!ectually, and in like manner and upon like conditions, with the causes of forfeiture, recited and expressed in the eleventh article of said original lease 5 and such forfeiture may be enforced, and the determination of said lease effected therefor, in the manner and under the limitations expressed in the twelfth article of said original lease, as fully and absolutely, as if the causes of forfeiture in these supplemental articles defined and set forth, had been expressed and provided tor in said original lease, and with like remedy and relief rom nnoh flirfoitur**, ss is in said original ioaso jnovi.le.i 09 In tCBtimony whereof, the said companies have mutually caused this instrument to be subscribed in duplicate in their behalf, respectively— by Benjamin Holmes, Esquire, Vice President of said Grand Trunk Rail- way Company, duly authorized for this purpose on its behalf, and by St. John Smith, Esquire, President of said Atlantic and St. Lawrence llailroad Company, duly authorized for this purpose on its behalf, and the respective corporate seals of said companies to be hereunto affixed, this sixth day of December, in the year of our Lord one thousand ei^ht hundred and fifty-five,-tho resolutions of the respective boards'^of directors of said companies, authorizing the execution hereof, as afore- said, being hereunto annexed. The Atlantic and St, Lawrence Railroad Company, by St. JOHN SMITH, President, [l. s.J The Grand Trunk Railway Company of Canada, by BENJ. HOLMES, V. Pres't. [l. b.] Signed, sealed and interchaufed. in presence of P. Barnes, of Portland, aforesaid, T. DoucET, of Montreal, notary. Countersigned by CHAS. E. BARRETT, 7'reas. of the A. cS- .S^ L. Jt. R. Co. The undersigned, the Mayor and Aldermen of the city of Portland, in pursuance of the third section of the act of the Legislature of Maine, passed on the twenty-ninth day of March, 1853, entitled, "An act to authorize a lease of the Atlantic and St. Lawrence liVilroad," hereby express their assent to the foregoing Articles and Covenants, Supple- mental to the Lease, executed and delivered on the fifth day of August, 1853, and have severally subscribed their signatures upon this instru- ment, this sixth day of December, 1855. NEAL DOW, Mayor. S. L. CARLETON, HENRY A. JONES, JOSEPH LIBBY, SAM'L J. ANDERSON, WM. W. THOMAS, JOS.RPH KIN{ Mfl REGULATIONS AND FORMS For the Conversion of Shares into Sterling Currency. I I. Any stockholder, desiring to convert his shares into sterling cur- rencj, shall subscribo a written application therefor, in a suitable form for that purpose, to be prepared and kept by the treasurer. The new certificate of sterling shares, together with certificates of any fractional share rights, resulting from the conversion, shall be prepared and delivered to the applicant, or to his written order, within one week after the application is made. For every sterling share certificate, ro- ([uired to be issued, the applicant shall pay twenty-five cents to the treasurer. II. Fractional share rights shall be converted into integral shares, in the manner prescribed by the act of September 28th, 1853, and the treasurer shall keep an accurate account of the number of fractional share rights issued, and the number at any time outstanding. in. Transfers of shares in either currency, shall be made only at the company's office, in Portland, and the stock books and accounts shall con- tinue to be kept at that place. IV. A blank form of transfer, substantially in the form now prescribed by the by-laws, shall be printed on the back of each certificate of stcriing shares. V. To facilitate the transfer of sterling shares, which may be held in Europe, any such stockholder may surrender to the clerk, or other officer having charge of the transfer of shares, of the Grand Trunk Railway Company of Canada, in London, the certificates of the shares proposed to be transferred, together with the unpaid coupons, appertaining to the same, which certificates and coupons shall be canceled, and transmitted by regular course of mail, to the company's office in Portland, with ad- vice of the name and residence of the person to whom the transfer ia made. { 7i The treasurer shall thereupon^ issue new ccrtifioates, with coupons, for the unexpired time, to the name of such person, and shall transmit tlic same by mail, within ten days after receipt of the former certificates, to thc^ clerk or officer in London beforenaraed, for delivery to the person entitled thereto. The sum required for postages, shall be paid by the person applying for transfer. VI. A fee of two shIHings and sixpence sterling, shall be retiuired for the transfer of every sterling share, to be paid when the former certifi- cate is surrendered, one-half of which shall be the perquisite of the clerk or officer receiving the surrendered certificate ; the other half shall be the perquisite of the treasurer of this company. VII. Coupons, in the form hereinafter prescribed, shall be annexed to each certificate. Upon the maturity of the coupon last payable, the person holding the certificate, shall be entitled, on surrender of the same, to receive a new certificate, in the like form, with further coupon for an' additional period of twenty years, annexed ; and similar renewals shall be made, at the expiration of every successive twenty years thereafter, during the subsistence ofthe lease to the Grand Trunk Railway Com- pany of Canada. VIII. As soon as may be, after the semi-annual receipt of rent, accru- ing under the lease to the Grand Trunk Railway Company of Canada, a dividend upon the sterling shares shall be declared therefrom, and shall be payable at the office ofthe Grand Trunk l?ailway Company of Cana- da, in London, or at such other place in London, as may hereafter be appointed therefor, on the fifteenth day of March and September, res- pectively, in each year. Thirty days' notice of any change of place, for the payment of such dividends shall be given by piiblicatlon in the Lon- don Gazette, and in one daily newspaper published in that city. IX. The form of certificate and coupons, for sterling shares, shall be as follows : — No.- Atlantic and St. Lawrence Railroad Company. Sterling Certificate. Share. £100 Sterling. Underlease to the Grand Trunk Railway Company of Canada, for nine hundred and ninety-nine years, from August 5th, 1853, as authorized by the legislaturtri ofthe State of Maine, and ofthe Province of Canada. «E it known, That is proprietor of one share, of one hundred pounds sterling, in the capital stock of the Atlantic and St. Lawrence Railroad Company, subject to the provisions of the charter and the by-laws of the corporation. The dividends are payable, on prcacntntion ofthe annexed <.'ouiX)ns,at 72 the ollioc of the Grand Trunk Railway Cuinpauy of Canada, in London, at tlie rate of six pounds per centum, per annum, somi-annually, on the fifteenth day of ]\I;u'eh, and the fifteenth day of September, in each year, (hiring the sul)sistence of the lease of the Atlantic and St. Lawrenco llailroad, to the Grand Trunk Railway Company of Canada. At the maturity of the coupon last payable, the holder of this certificate will be entitled, upon the surrender of the same, to a new certificate, in like form, with further coupons ibr an additional period of twenty years, annexed ; and similar renewals will be made, at the expiration of every successive twenty years thereafter, during the subsistence of the said lease. This certificate must be presented for registry, at the office of the Grand Trunk Railway Company of Canada, in London. Dated at Portland, in the State of Maine, this day of A. D. -, President. -, Treasurer. [L. S.] FOUM OF COUI'OXS. Atlantic and St. Lawrence Railroad Company. Sterling Share, No. Coupon, No. (^ Three pounds sterling of the rent to be received under the lease of the Atlantic and St. Lawrence Railroad, on the day of , will be paid to bearer, at the oflicc of the Grand Trunk Railway Comjjany of Canada, in London, on the fifteenth day of A. D. -, Treasurer. X. On the thirtieth day of June and the thirty-first day of December annually, the treasurer shall forward to the principal office of the Grand Trunk Railway Company, in Canada, a statement of the number and amount of sterling share certificates then issued. Upon provision being made by the Grand Trunk Railway Company, for the payment of dividends thereon, in London, the Treasurer shall credit that company, on account of the rent due under the lease, with the sum so required to be placed in London, at the rate of four dollars and eighty-four cents to the pound sterling, deducting the amount of dividends payable in March, from the rent payable in December pre- ceding, and the amount of dividends payable ia September, from the rent payable in June precciiing. ^m^^