Digitized by the Internet Archive in 2007 with funding from Microsoft Corporation http://www.archive.org/details/charteramendmentOOnortrich Northern Pacific Railroad. THE CHARTER AND AMENDMENTS. THE GENERAL MORTGAGE ON RAILROAD AND LAND GRANT, COPY OF FIRST MORTGAGE BOND. ISSUED BY JAY COOKE & CO. BANKERS. ^y \l ORGANIZATION. Trustees for the First Mortgage Bondholders. JAY COOKE, J. EDGAR THOMSON. Officers of the Northern Pacific Railroad Company: J. GREGORY SMITH, President, R. D. RICE, Vice-President, SAMUEL WILKESON..S..r^^ary I 120 Broadway A. H. BARNEY, Treasurer, ( ^^^^ y^^^ W. MILNOR ROBERTS, Engineer-in-Chief, . EDWIN F. JOHNSON, Consulting Engineer, . Board of Directors : J. GREGORY SMITH St. Albans, Vt. R. D. RICE, Augusta, Maine. THOMAS H. CANFIELD Burlington, Vt. WM. B. OGDEN Chicago, III. WM. G. MOORHEAD ruiLADELPHiA, Penn. WM. G. FARGO, Buffalo, N. Y. B. P. CHENEY, Boston, Mass. GEO. W. CASS, Pittsburg, Penn. FREDERICK BILLINGS, Woodstock, Vt. WILLIAM WINDOM, Winona, Minn. JAMES STINSON, Chicago, III. SAMUEL M. FELTON, Phiij^delphia, Penn. CHARLES B. WRIGHT, Philadelphia, Penn Secretary: SAMUEL WILKESON. Executive Committee: J. GREGORY SMITH, WILLIAM G. FARGO, R. D. RICE, WILLIAM WINDOM, WILLIAM B. OGDEN, S. M. FELTON, GEORGE W. CASS, CHARLES B. WRIGHT Financial Agents for the Railroad Company: JAY COOKE & CO. PHII^DELPHIA. CONGRESSIONAL, The Act incorporating the " Northern Pacific Railroad Company " was reported to the House of Representatives of the United States, at the first session of the Thirty-eighth Congress, by the Select Committee on the Pacific Railroad, which consisted of the following named members : Thaddeus Stevens, of Pennsylvania, Chairman. A. Cutler Wilder, of Kansas. J. B. Steele, of New York. Hiram Price, of Iowa. Cornelius Cole, of California. Warren P. Noble, of Ohio. Ignatius Donnelly, of Minnesota. John R. McBride, of Oregon. William G. Steele, of New Jersey. Joseph W. McClurg, of Missouri. Oakes Ames, of Massachusetts. George H. Yeaman, of Kentucky. Lorenzo D. M. Sweat, of Maine. In the Senate the bill was referred to the Committee on Public Lands, consisting of James Harlan, of Iowa, Chairman. S. C. Pomeroy, of Kansas. Solomon Foot, ot Vermont. B. F. Harding, of Oregon. John S. Carlisle, of Virginia. J. A. Hendricks, of Indiana. * W. Wright, of New Jersey. Wlio reported the same to the Senate, and it was finally passed by a' unanimous vote. The Charter. AN ACT GRANTING LANDS TO AID IN THE CONSTRUCTION OF A RAILROAD AND TELE- GRAPH LINE FROM LAKE SUPERIOR TO PUGET SOUND, ON THE PACIFIC • COAST, BY THE NORTHERN ROUTE. Be it enacted by the Senate and House of Representatives of the United States of America, in Congress assembled: That Richard D. Rice, John A. Poore, Samuel P. Strickland, Samuel C. (y,_-_to Fessenden, Charles P. Kimball, Augustine Haines, Edwin R. W. Wiggin, rp Anson P. Morrill, Samuel J. Anderson, of Maine ; Willard Sears, J. S. With- ington, Josiah Perham, James M. Becket, A. W. Banfield, Abiel Abbott, John Newell, Austin L. Rogers, Nathaniel Green, Jr., Oliver Frost, John A. Bass, John O. Presbrey, George Shiverick, Edward Tyler, Philander J. Forristall, Ivory H. Pope, of Massachusetts ; George Opdyke, Fairley Holmes, John Hug- gins, Philander Reed, George Briggs, Chauncey Vibbard, John C. Fremont, of New York; Ephraim Marsh, John P. Jackson, Jr., of New Jersey; S. M. Felton, John Toy, O. J. Dickey, B. F. Archer, G. W. Cass, J. Edgar Thomp- son, John A. Green, of Pennsylvania; T. M. Allyn, Moses W. Wilson, Horace Whittaker, Ira Bliss, of Connecticut ; Joseph A. Gilniore, Onslow Steams, E. P. Emerson, Frederick Smith, William E. Chandler, of New Hampshire, Cyrus Aldrich, H. M. Rice, John McKusick, H. C. Waite, Stephen Miller, of Minnesou; E. A. Chipin, John Gregory Smith, George Merrill, of Vermont; James Y. Smith, William S. Slater, Isaac II. Southwick, Earl P. Mason, of Rhode Island; Seth Fuller; William Kellogg, U. S. Grant, William B. Ogden, William G. Greene, Leonard Sweat, Henry W. Blodgett, Porter Sheldon, of Illinois; J. M. Winchell, Elsworth Cheesebrough, James S. Emery, of Kansas; Richard F. Perkins, Richard Chenery, Samuel Brannan, George Rowland, Henry Piatt, of California; William F. Mercer, James W. Brownley, of Virgi- nia; John H. B. Latrobe, W. Prescott Smith of Maryland; Greenbury Slack, A. J. Boreman, of West Virginia; Thomas E. Bramlette, Frank Shorin, of Kentucky ; John Crough, John A. Bingham, Oran FoUett, John Gardner, S. S. L. Hommedieu, Harrison G. Blake, Philo Chamberlin, of Ohio; John A. Di'ncan, Samuel M. Harrington, of Delaware; Thomas A. Morris, Jesse L. Williams, of Indiana; Samuel L. Case, Henry S. Hall, David H. Jerome, Thomas D. Gilbert, C. A. Trowbridge, of Michigan; Edward H. Broadhead, Alexander Mitchell, Benjamin Ferguson, Levi Steeling, of Wisconsin; J. C. Ainsworth, Orlando Humason, II. W. Corbetl, Henry Failling, of Oregon; J. B. S. Todd, M. K. Armstrong, J. Shaw Gregory, J. L. Berge, of Dakota Territory ; John Mullan, Anson G. Henry, S. D. Smith, Charles Terry, of Washington Territory; II. W. Starr, Plait Smith, Nixon Denton, William Lcighton, B. F. Allen, Reuben Noble, John S. Davies, of Iowa; Willard P. Flail, George R. Smith, N. Gayle Ring, John C. Sargcant, of Missouri; William II. Wallace, of Idaho Territory; J. II. Lathrop, Henry D. Cooke, H. E. Merrick, of the District of Columbia, and all such other persons Powers. Route of the Bead. Portland Branch. Capital Stock. Quorum of Commis- sioners. First Meet- ing of Com- miasioners. Notice of meetings. Officers. Treasurer. Secretary to be sworn. Subscription to Stock. First elec- tion of thir- teen Direc- tors. who shall, or may be associated with them, and their successors, are hereby created and erected into a body corporate and politic, in deed and in law, by tlie name, style, and title of the " Northern Pacific Railroad Company," and by that name sliall have perpetual succession, and shall be able to sue and to be sued, plead and be impleaded, defend and be defended, in all courts of law and equity within the United States, and may make and have a common seal And said Corporation is hereby authorized and empowered to lay out, locate construct, furnish, maintain, and enjoy a continuous railroad and telegraph line, with the appurtenances, namely, beginning at a point on Lake Superior, in the State of Minnesota or Wisconsin; thence westerly by the most eligible railroad route, as shall be determined by said company, within the territory of the United States, on a line north of the forty-fifth degree, of latitude, to some point on Puget Sound,* with a branch, | via the valley of the Columbia River, to a point at or near Portland, in the State of Oregon, leaving the main trunk line at the most suitable place, not more than three hundred miles from its western terminus; and is hereby vested with all the powers, privileges, and immunities necessary to carry into effect the purposes of this Act as herein set forth. The capital stock of said company shall consist of one million shares of one hundred dollars each, which shall in all respects be deemed personal property, and shall be transferable in such manner as the by-laws of said corporation shall provide. The persons hereinbefore named are hereby appointed commissioners, and shall be called the Board of Commissioners of the " Northern Pacific Railroad Company," and fifteen shall constitute a quorum for the transaction of business. The first meeting of said Board of Commissioners shall be held at the Melodeon Hall, in the city of Boston, at such time as any five commissioners herein named from Massachusetts shall appoint, not more than three months after the passage of this Act, notice of which shall be given by them to the other commissioners, by publishing said notice in at least one daily newspaper in the cities of Boston, New York, Philadelphia, Cincinnati, Mihvaukie, and Chicago, once a week, at least four weeks previous to the day of meeting. Said board shall organize by the choice from its number, of a President, Vice President, Secretary and Treasurer, and they shall require from said Treasurer such bonds as may be deemed proper, and may from time to time increase the amount thereof as they may deem proper. The Secretary shall be sworn to the faithful performance of his duties, and such oath shall be entered upon the records of the company, signed by him, and the oath verified thereon. The President and Secretary of said board shall, in like manner, call all other meetings, naming the time and place thereof It shall be the duty of said Board of Commissioners to open books or cause books to be opened, at such times and in such principal cities or other places in the United States as they or a quorum of them shall determine, within six months after the passage of this Act, to receive subscriptions to the capital stock of said corporation, and a cash payment of ten per centum on all subscriptions, and to receipt therefor; so soon as twenty thousand shares shall in good faith be sub- scribed for, and ten dollars per share actually paid into the treasury of the company, the said President and Secretary of said Board of Commissioners shall appoint a time and place for the first meeting of the subscribers to the stock of said company, and shall give notice thereof in at least one newspaper in each State in which subscription books have been opened, at least fifteen days previous to the day of meeting, and such subscribers as shall attend the meeting so called, either in person or by lawful proxy, then and there shall elect, by ballot, thirteen directors for said corporation; and in such election each share of said capital stock shall entitle the owner thereof to one vote. The President and Secretary of the Board of Commissioners, and, in case of their absence, or inability, any two of the officers of said board, shall act as inspectors of said election, and shall certify under their hands the names of the directors elected at said meeting, and the said Commissioners, Treasurer, and *;" Puget Sound" construed to mean all waters connected with straits of Fuca by Act of March 1st, 1869. t Portland Branch extended to Puget Sound April 13th, 1869. Secretary, shall then deliver over to said directors, all the properties, sub- scription books, and other books in their possession, and thereupon the duties of said commissioners and the ofScers, previously appointed by them, shall cease and determine forever, and thereafter the stockholders shall constitute said body politic and corporate. Annual meetings of the stockholders of said corporation for the choice of officers (when they are to be chosen) and for the 'ransaction of business, shall be holden at such time and place, and upon such notice as may be prescribed in the By-Laws. Section 2. And be it further enacted. That the right of way through the public lands be, and the same is hereby, granted to said " Northern Pacific Railroad Company," its successors and assigns, for the construction of a rail- road and telegraph as proposed ; and the right, power, and authority is hereby given to said corporation to take from the public lands adjacent to the line of said road material of earth, stone, timber, and so forth, for the construction thereof; said way is granted to said railroad to the extent of two hundred feet in width on each side of said railroad, where it may pass through the public domain, including all necessary ground for station buildings, workshops, depots, machine shops, switches, side tracks, turn-tables, and water stations; and the right of way shall be exempt from taxations within the Territories of the United States. The United States shall extinguish, as rapidly as may be consistent with public policy and the welfare of the said Indians, the Indian titles to all lands falling under the operations of this Act, and acquired in the donation to the [road] named in this bill. Section 3. And be it further enacted. That there be, and hereby is, granted to the " Northern Pacific Railroad Company," its successors and assigns, for the purpose of aiding in the construction of said railroad and telegraph line to Uie Pacific coast, and secure the safe and speedy transporta- tion of the mails, troops, munitions of war, and public stores, over the route of oaid line of railway, every alternate section of public land, not mineral, designated by odd numbers, to the amount of twenty alternate sections per mile, on each side of said railroad line, as said company may adopt, through the territories of the United States, and ten alternate sections of land per mile on each side of said railroad, whenever it passes through any State, and when- ever, on the line thereof, the United States have full title, not reserved, sold, granted or otherwise appropriated, and free from preemption, or other claims or rights, at the time the line of said road is definitely fixed, and a plat thereof filed in the office of the Commissioner of the General Land Office; and whenever, prior to said time, any of said sections or parts of sections, shall nave been granted, sold, reserved, occupied by homestead settlers, or pre- empted or otherwise disposed of, other lands shall be selected by said com- pany in lieu thereof, under the direction of the Secretary of the Interior, in alternate sections, and designated by odd numbers, not more than ten miles beyond the limits of said alternate sections : Provided, That if the said route shall be found upon the line of any other railroad route, to aid in the con- struction of which lands have been heretofore granted by the United States as far as the routes are upon the same general line, the amount of land heretofore f^anted shall be deducted from the amount granted by this act : Provided further. That the railroad company receiving the previous grant of land may assign their interest to said " Northern Pacific Railroad Company," or may consolidate, confederate, and associate with said company upon the terms named in the first section of this act: Provided further,'T\\sX all mineral lands be, and the same are hereby, excluded from the operations of this act, and in lieu thereof a like quantity of unoccupied and unappropriated and agricul- tural lands in odd numlx:red sections nearest to the line of said road, and within fifty miles thereof, may be selected as aliove provided : And Prm'ided, further. That the word "mineral," where it occurs in this Act, shall not be field to include iron or coal : And Provided, further. That no money shall l>e arawn from the Treasury of the United States to aid in the construction of said -• Northern Pacific Railroad." Annual m eeti riRS prescribi a m by-laws. Right of way. Material for construc- tion Way defined. Indian titles to be extin- guished. Land Grant. Twenty seo- 1 1 o n 8 per niileonench side in Ter- ritories, and ten Bection* inUtatea. Deflclenciet to be made up. Proviso tor consolida- tion. ir I n e r a 1 lunda exclu- ded. ' ■ Mineral " defined. 8 Com mis- si oners to examine tweuty-flve- mile sec- tions. How the road must be buUt. Telegraph. Other roads to connect. Government to survey I>aud Grant. Beserved Lands $2.50 per acre. Power to enter upon lands. Section 4. And be it further enacted, That whenever said " Northern Pacific Railroad Company" shall have twenty-five 'Consecutive miles of any portion of said railroad and telcrjraph line ready for the service contemplated, the President of the United States shall appoint three commissioners to examine the same, and if it shall appear that twenty-five consecutive miles of said road and telegraph line have been completed in a good, substantial and workman- like manner, as in all other respects required by this Act, the commissioners shall so report to the President of the United States, and patents of lands, as aforesaid, shall be issued to said company, confirming to said company the right and title to said lands situated opposite to and conterminous with said completed section-of said road; and from time to time, whenever twenty-five additional consecutive miles shall have been constructed, completed, and in readiness as aforesaid, and verified by said commissioners to the President of the United States, then patents shall be issued to said company conveying the additional sections of land as aforesaid, and so on as fast as every twenty-five miles of said road is completed as aforesaid: Prnnded, That no more than ten sections of land per mile, as said road shall be completed, shall be conveyed to said company, for all that part of said railroad lying east of the western boundary of the State of Minnesota, until the wiiole of said railroad shall be finished and in good running order, as a first-clnss railroad, from the place of beginning on Lake Superior to the western boundary of Minnesota: Provided, also. That lands shall not be granted under the provisions of this Act on account of any railroad or -part thereof, constructed at the date of the passage of this Act. Section 5. And be it further enacted. That said Northern Pacific Rail- road shall be constructed in a substantial and workmanlike manner, with all the necessary draws, culverts, bridges, viaducts, crossings, turn-outs, stations, and watering places, and all other appurtenances, including furniture and rolling stock, equal, in all respects, to railroads of the first class when prepared for business, with rails of the best quality, manufactured from American iron. And a uniform gauge shall be established throughout the entire length of the road. And there shall be constructed a telegraph line of the most substantial and approved description, to be operated along the entire line: Provided, That the said company shall not charge the Governmemt higher rates than they do individuals for like transportation and telegraphic service. And it shall be the duty of the " Northern Pacific Railroad Company " to pennit any other railroad, which shall be authorized to be built by the United States or by the Legislature of any Territory or State in which the same may be situated, to form running connections with it on fair and equitable terms. Section 6. And be it further enacted. That the President of the United States shall cause the lands to be surveyed for forty miles in width on both sides of the entire line of said road, after the general route shall be fixed, and as fast as may be required by the construction of said railroad ; and the odd sections of land hereby granted shall not be liable to sale, or entry, or pre- emption, before or after they are surveyed, except by said company, as provided in this Act; but the provisions of the act of September, eighteen hundred and forty-one, granting preemption rights, and the acts amendatory thereof, and of the act entitled " An Act to secure homesteads to actual settlers on the public domain," approved May twenty, eighteen hundred and sixty-two, shall be, and the same are hereby, extended to all other lands on the line of said road when surveyed, excepting those hereby granted to said company; and the reserved alternate sections shall not be sold by the Government at a price less than two dollars and fifty cents per acre, when offered for sale. Section 7. And be it further enacted, That the said " Northern Pacific Railroad Company" be, and is hereby, authorized and empowered to enter upon, purchase, take, and hold any lands or premises that may be necessary and proper for the construction and working of said road, not exceeding in width two hundred feet on each side of the line of its railroad, unless a greater width be required for the purpose of excavation, or embankments ; and also any lands or premises that may be necessaiy and proper for turn-outs, standing 9 places for cars, dqyjts, station houses, or any other structures required in the construction and working of said road. And the said company shall have the right to cut and remove trees and other material that might, by falling, encum- ber its road-bed, though standing, or being more than two hundred feet from the line of said road. And in case the owner of such lands or premises and the said company cannot agree as to the value of the premises taken, or to be taken, for the use of said road, the value thereof shall be detennined by the appraisal of three disinterested commissioners, who may be appointed upon application by either party, to any court of record in any of the Territories in •which the lands or premises taken lie ; and said commissioners, in their assess- ment of damages, shall appraise such premises at what would have been the value thereof if the road had not been built And upon return into court of such appraisement, and upon the payment into the same of the estimated value of the premises taken for the use and benefit of the owner thereof, said premises shall be deemed to be taken by said company, which shall thereby acquire full title to the same for the purposes aforesaid. And either party feeling aggrieved at said appraisement may, within thirty days after the same has been returned into court, file an appeal therefrom, and demand a jury of twelve men to esti- mate the damage sustained ; but such appeal shall not interfere with the rights of said company to enter upon the premises taken, or to do any act necessary and proper in the construction of its road. And said party appealing shall give bonds, with sufficient surety or sureties, for the payment of any cost that may arise upon such appeal ; and in case the party appealing does not obtain a ver- dict, increasing or diminishing, as the case may be, the award of the commis- sioners, such parties shall pay the whole cost incurred by the appellee, as well as his own, and the payment into court for the use of the owner of said premises taken, of a sum equal to that finally awarded, shall be held to vest in said company the title of said land, and of the right to use and occupy the same for the construction, maintenance and operation of said road. And in case any of the lands to be taken, as aforesaid, shall be held by any infant, feme covert, non compos, insane person or persons residing without the Territory within which the lands to be taken lie, or persons subjected to any legal dis- ability, the court may appoint a guardian for any party under any disqualification, to appear in proper person, who shall give bonds with sufficient surety or sure- ties, far the proper and faithful execution of his trust, and who may represent in court the person disqualified, as aforesaid, from appearing, when the same proceedings shall be had in reference to the appraisement of the premises to be taken for the use of said company, and with the same effect as has been already described ; and the title of the company to the lands taken by virtue of this Act, shall not be affected or impaired by reason of any failure by any guardian to discharge faithfully his trust. And in case any party shall have a right or claim to any land for a term often years, or any interest therein, in possession, reversion, or remainder, the value of any such estate, less than a fee simple, shall be estimated and determined in the manner hereinbefore set forth. And in case it shall be necessary for the company to enter upon any lands which are unoccupied, and of which there is no apparent owner or claimant, it may proceed to take and ase the same for the purposes of said railroad, and may institute proceedings, in manner described, for the purpose of ascertaining the value of, and of acquiring a title to, the same ; but the judge of the court hear- ing said suit shall determine the kind of notice to be served on such owner or owners, and he may in his: discretion, appoint an agent or guardian to repre- sent such owner or owners in case of his or their incapacity or non-appearance. But in case no claimant shall appear within six years from the time of the opening of said load across said land, all claims to damages against said com- pany shall be barred. •Section 8. And be it further enacted^ That each and every grant, right, and privilege herein are so made and given to, and accepted by, said Northern Pacific Railroad Company, ujwn and subject to the following conditions, To cut and remove trees. AppraisaL Appeal from ap- praisement Land of In- fants, d^ Entry upon lands where there Is no apparent owner. Condition* ofthlsgranu •Amended Ma^ 7th, laas, and Juljr 1st, 1868. 10 Commence within two years. Fifty mllea a year to be cnnstnictod at'ter second yeiu:. When Con- gress may complete the Head. All may subscribe. Bead not to be mort- gaged. Post-route and military road. Acceptance of this Act. Annual re- ports. Fares, tolls aud charges President, V i c e-Presi- dent. Trea- surer and Secretary hold office at will of the Board. Secretary to be sworn. Biaectors m tre t be Btoclihold- ers. Terms of / office. Failure to elect not to work disso- 1 u t i o n of Charter. Powers ot Directors. namely : That the said company shall commence the work on said road within two years from the approval of this Act by the President, and shall complete not less than fifty miles per year, after the second year, and shall construct, equip, furnish, and complete the whole road by the fourth day of July, Anno Domini, eighteen hundred and seventy-six. Section 9. And be it further enacted. That the United States make the several conditional grants herein, and tliat the said Northern Pacific Rail- road company accept the same upon the further conditions that if the said company make any breach of the conditions hereof, and allow the same to con- tinue for upwards of one year, then, in such case, at any time hereafter, the United States, by its Congress, may do any and all acts and things which may be needful and necessary to insure a speedy completion of the said road. ' *Section 10. And be it further enacted. That all people of the United States shall have the right to subscribe to the stock of the Northern Pacific Railroad Company until the whole capital named in this Act of Incorporation is taken up, by complying with the teiTns of subscription ; and no mortgage or construction bonds shall ever be issued by said company on said road, or mort- gage or lien made in any way, except by the consent of the Congress of the United States. Section ii. And be it further enacted, That said Northern Pacific Railroad, or any part thereof, shall be a post-route and a military road, subject to the use of the United States for postal, military, naval, and all other Govern- ment sers'ice, and also subject to such regulations as Congress may impose restricting the charges for such Government transportation. Section i 2. And be it further enacted. That the acceptance of the terms, conditions, and impositions of this Act by the said Northern Pacific Railroad Company shall be signified in writing under the corporate seal of said com- pany, duly executed pursuant to the direction of its Board of Directors first had and obtained, which acceptance shall be made within two years after the passage of this Act, and not afterwards, and shall be served on the President of the United States. Section 13. And be it further enacted. That the Directors of said coni- pany shall make an annual report of their proceedings and expenditures, veri- fied by the affidavits of the President and at least six of the Directors ; and they shall from time to time, fix, determine, and regulate the fares, tolls, and charges to be received and paid for transportation of persons and property on said road or any part thereof. Section 14. And be it further enacted. That the Directors chosen in pursuance of the first section of this Act shall, so soon as may be after their election, elect from their own number a President and Vice-President; and said Board of Directors shall, from time to time, and so soon as may be after their election, choose a Treasurer and a Secretary, who shall hold their offices at the will and pleasure of the Board of Directors. The Treasurer and Secre- tary shall give such bonds, with such security, as the said Board from time to time may require. The Secretary shall, before entering upon his duty, be sworn to the faithful discharge thereof, and said oath shall be made a matter of record upon the books of said corporation. No person shall be a Director of said company unless he shall be a stockholder, and qualified to vote for Directors at the election at which he shall be chosen. Section I 5 . And be further enacted. That the President, Vice-President, and Directoi-s shall hold their offices for the period indicated in the by-laws of said company, not exceeding three years respectively, and until others are chosen in their place and qualified. In case it shall so happen that an election of Directors shall not be made on any day appointed by the by-laws of said company, the corporation shall not, for that excuse, be deemed to be dissolved, but such election may be holden on any day which shall be appointed by the Directors. The Directors, of whom seven, including the President, shall be a quorum for the transaction of business, shall have full power to make and pre- ♦Amended March 1st. 1869. 11 scribe such by-laws, rules and regulations, as they shall deem needful and proper, touching the disposition and management of the stock, property, estate, and effects of the company, the transfer of shares, the duties and conduct of tlicir officers and servants touching the election and meeting of Directors, and all matters whatsoever which may appertain to the concerns of said company ; and the said Board of Directors may have full power to fill any vacancy or vacancies that may occur from any cause or causes, from time to time, in their board. And the said Board of Directors shall have power to appoint such engineers, agents, and subordinates as may from time to time be necessary to carry into effect, the object of the company, and to do all acts and things touching the location and construction of the road. Section i6. And be it further enacted. That it shall be lawful for the Directors of said company to require payment of the sum of ten per centum cash assessment upon all subscriptions received of all subscribers, and the bal- ance thereof at such times and in such portions and on such conditions as they shall deem to be necessary to complete the said road and telegraph line within the time in this Act prescribed. Sixty days previous notice shall be given of the payments required, and of the time and place of payment, by publishing a notice, once a week, in one daily newspaper in each of the cities of Boston, New York, Philadelphia, and Chicago, and in case any stockholder shall neg- lect or refuse to pay, in pursuance of such notice, the stock held by such person shall be forfeited absolutely to the use of the company, and also any payment or payments that shall have been made on account thereof, subject to tlie con- dition that the Board of Directors may allow the redemption on such terms as they may prescribe. Section 17. And be it further enacted. That the said company is author- ized to accept to its own use any grant, donation, loan, power, franchise, aid, or assistance which may be granted to or conferred upon said company by the Congress of the United States, by the Legislature of any State, or by any cor- poration, person or persons; and said corporation is authorized to hold and enjoy such grant, donation, loan, power, firanchise, aid, or assistance to its own use for the purpose aforesaid. ♦Section 18. And be it further enacted. That said Northern Pacific Railroad Company shall obtain the consent of the Legislature of any State through which any portion of said railroad line may pass, previous to com- mancing the construction thereof; but said company may have the right to put on engineers and survey the route before obtaining the consent of the Legislature. Section 19. And be it further enacted. That unless said Northern Pacific Railroad Company shall obtain bona, fide subscriptions to the stock of said company to the amount of two millions of dollars, with ten per centum paid within two years after the passage and approval of this Act, it shall be null and void. Section 20. And be it further enacted. That the better to accomplish the object of this Act, namely : to promote the public interest and welfare by the construction of said railroad and telegraph line, and keeping the same in working order, and to secure to the government at all times, (but particularly in time of war,) the use and benefits of the same for postal, military, and other purposes. Congress may at any time, having due regard for the rights of said 'Northern Pacific RaiUroad Company," add to, alter, amend, or repeal this Y^ Act. Approved, July 2, 1864. SCHUYLER COLFAX, Speaker of the House of Hepresentativet. DANIEL CLARK, President of the Senate, pro tempore, ABRAHAM LINCOLN. Ten per ceut. assess- ments on subscrip- tions. Sixty days p revlous notice. Forfeiture of Stock. Acceptance of State aid. State con- sent to be got. Congress may alter, amend or repeal. * CODMnt of Minnesota and Wisconsin given In ISOS. See p.nges U and IS. AMENDMENTS TO CHARTER. Extension of time two yeaxs. No. 34. Section 2. Resolved by the Senate and House of Representatives of the United States of America, in Congress assembled, That the time for commencing and completing the Northern Pacific Railroad, and all its several sections, is extended for the term of two years. Approved May 7th, 1866. Extension of time two years from July2d,lB68. One hun- dred miles a year after July 2d, 1872. FORTIETH CONGRESS, SECOND SESSION. No. 47. Be it resolved by the Senate and House of Representatives of the United States of America in Congress assembled. That section eight of an Act entitled •' An Act granting lands to aid in the construction of a railroad and telegraph line from Lake Superior to Puget Sound, on the Pacific coast," is hereby amended to read as follows : That each and every grant, right, and privilege herein are so made and given to, and accepted by said Northern Pacific Railroad Company, to and upon the following conditions, namely : That the said company shall commence the work on said road within two years from and after the second day of July, eighteen hundred and sixty-eight, and shall complete not less than one hundred miles per year after the second year thereafter, and shall construct, equip, furnish, and complete the whole road by the fourth day of July, Anno Domini, eighteen hundred and seventy-seven. Approved July ist, 1868. Right to mortgage conferred. Puget Sound de- fined. FORTIETH CONGRESS, THIRD SESSION. Public Resolution, No. ii. Be it resolved by the Senate and House of Representatives of the United States of America in Congress assembled, That the consent of the Congress of the United States is hereby given to the Northern Pacific Railroad Company to issue its bonds, and to secure the same by mortgage upon its railroad and its telegraph line, for the purpose of raising funds with which to construct said railroad and telegraph line between Lake Superior and Puget Sound, and also upon its branch to a point at or near Portland, Oregon ; and the term " Puget Sound," as used here and in the Act incorporating said company, is hereby construed to mean all the waters connected with the straits of Juan De Fuca within the territory of the United States. Approved March ist, 1869. 13 FORTY-FIRST CONGRESS, FIRST SESSION. Public Resolution, No. 20. JOrXT RESOI.TJTION' granting right of way for the constmctlon of a Bailroad from a point at or near Portland, Oregon, to a point west of the Cascade Mountains, m Wash- ington Territory. Be it resolved by the Senate and House of Representatives of the United States of America in Congress assembled. That the Northern Pacific Railroad Company be, and hereby is authorized to extend its branch line from a point at or near Portland, Oregon, to some suitable point on Puget Sound to be determined by said Company, and also to connect the same with its main line w^st of the Cascade Mountains, in the Territory of Washington ; said extension being subject to all the conditions and provisions, and said Company in respect thereto being entitled to all the rights and privileges conferred by the Act incorporating said Company, and all Acts additional to and amendator)' thereof: Provided, That said Company shall not be entitled to any subsidy in money, bonds, or additional lands of the United States in respect to said extension of its branch line as aforesaid, except such lands as may be included in the right of way on the line of such extension as it may be located : And provided further. That at least twenty-five miles of said extension shall be constructed before the second day of July, eighteen hundred and seventy-one, and forty miles per year thereafter until the whole of said extension shall be completed. Approved April loth, 1869. Department of State, "> Washington, April 13th, 1869. j A true copy. R. S. CHEW, Chief Clerk. v- Branch from Port- land to Pu- get Sound. No money or landed subsidy t o this branch. When to be constructed. FORTY-FIRST CONGRESS, SECOND SESSION. Public Resolution, No. 44. A RESOLtrnON authorizing the Northern Paclflc Railroad Company to issne Ita bonds > for tlie construction of its road and to secure the same by mortgage, aud for otliur purposes. Resolved by the Senate and House of Representatives of the United States of America in Confess assembled. That c constnicted, a line of railroad from the said main line to the navigable waters of Lake Superior, within the State of Minnesota, of the same gauge as said main line, for which purpose the same bran^ Consent of Minnesota granted. Proviso for 16 powers, rights, and privileges are hereby granted to said Company as they have or may have to construct said line within the State of Minnesota: And provided noii-oxemp- further, That nothing in this Act contained shall be construed as exempting t^nffo ^ the road-bed and other property of said Company within this State from taxation. Approved March 2d, 1865. LAWS OF WISCONSIN. Chapter 485. The people of the State of Wisconsin represented in Senate and Assembly do enact as follows : Consent of SECTION I. The consent of the State of Wisconsin is hereby given to the ^uite 30 {0 - 8c -t K S=5 > £* "" ? s. O o S ■a k! "? 1 3 E2^ ^ :,-5H Z M Bo-a O O i;-5 3. CI hern P to bearer a ew York, 'M duo lit 5:: » |S O ?o =* ai C9 Railroad Comp oe of Jay Cookb ft Co X &0-100 Dollars In Go 18 , on liond No. A. H. BARNEY, u .»•' » 1 i:^ F £J Z t! o a ii\ 3 11 o A fr§ o ^-"s! 3D 3 '»!«' ». 3 p CD o 3 ■a t? -P-- P S ?" «< 6 ^» 1 c- o .* ? 5 " "■ 30 M £p3. P -: o 3 C^C s? FS5 2.g-£-=3 1.0 _eE §.9 &g-a<2tt|5 P a* p« H^ ' £ t^' t: s- s ^ I .£ O 3 « S.* &:s'^'^=| 6 S CS? _] l.^§:i ° ^3 1*? o if^^~ «• s~- s -^ fl Crj.><5e •T" S5 PI o' > ^a i'o fl ifs 2.:, s- Of Oli eg to "^ ^ N. P. R. R. CO. « « t^ »*-f »-> ■a # # « «» •?^^^ w ♦c$ •e* -+^ *^^ j^ •^^ u w 0. 'V IX o o § t a ^ H t^ ^ H 8 t<4 (4 H b o t) « . fl J ^ M ^ 8 :^ hI t^ ~ p4 <1 HH O •^ H \k !3 fc: H &^ o ^ ^ ^ H V. P3 ►^ ^ •j3}siS3-y[ puB S33}snjj^ 3i[; Xq p3uStsJ3;uTioo aq ^{TAV 'sjajsumj JO saSuBqoxa jo as^o ui puB 'panssi uaqAv spuog; [[y •spuog J^liop aqj q^iAV }U3|-BAmb3 s;i ;-B luajano aaaq; uiod aqj ui 'xuBpaajsuty jo uipag; '}ioj>iura ,]; 'suv^ 'uopuo'j ^B }S3J3iut puB pdpuud s^qT3XBd panssi aq Avtm uoi:jaod y "sSj^qD ^noqiiAV 'XuT3duio3 aq; jo ja;si3a>j aq; jo aoijjo aq; ;t3 jaq;o aq; joj auo a^qBaSuBqoxa aq 'jiav puB 'ooo'oi;^ puB 'ooo'S^ 'ooo'i^'ooS^ 'ooi^jo spuog; paja;siSa-jj puB 'ooo'i^ puB 'cx)Sgf ooi$ UI panssi aq him. ^uBduioQ pBOj^tB^ syPM ujaq^o^ aq; jo spuog uodno^ •03 "a "a 'd 'N 28 Now THIS Indenture Witnesseth, That the Northfem Vacific Railroad Company, party of the first part hereto, in consideration of the premises, and of the sum of one dollar, to the said company paid, at and before the sealing and delivery of these presents, the receipt of which is hereby acknowledged, and for the purpose of securing the payment of the principal and interest of the said bonds, in gold coin of the United States, when and as the same shall become due and payable according to the tenor and effect of the said bonds, has granted, bargained, sold, assigned, transferred, released, conveyed and confirmed, and by these presents, by virtue of the power and authority to tlie said company granted by the Act of Congress and Supplements thereto, and of every other power and authority in tlie said company vested and enabling, does grant, bargain, sell, assign, transfer, release, convey and confirm unto the parties of the second part — All the right, title, interest, claim, estate or demand whatsoever which the party of the first part now has or may at anytime hereafter acquire or become in any way entitled to, of, in, and to all the lands and sections of land, situate, lying and being on either side of the said railroad, and the branch thereof, as the same may be finally located and constructed, in accordance with the said Act of Congress, and the supplements thereto, in or through the States of Wis- consin, Minnesota and Oregon, and the United States Territories of Dakota, Montana, Idaho, and Washington, making in the aggregate about sixty millions of acres of land, more or less : — and as the said lands shall be surveyed, selected, and the patents issued for the same by the United States, to the party of the first part, a more particular plan of description of the same shall be appended to this instrument, with the same effect as if said description had been fully set forth herein, before and at the time of the execution and acknowledgment hereof; and also all the right of way, and railroad, and branches thereof, authorized by the said Act of Congress, and the Acts and Resolutions supple- mentary thereto, constructecSjind to be constructed under the said Act, in the said States and Territories ; and all engines, cars, and rolling stock which the party of the first part may at any time place upon the said railroad for the use and operation thereof, together with all the rights, liberties, franchises and property of every description, to the party of the first part belonging or in anywise appertain- ing to the said railroad, under or by virtue of the said Acts and Resolutions of the Congress of the United States, to have and to hold the said premises, pro- perty and appurtenances above mentioned or described, unto the parties of the second part as joint tenants, and not as tenants in common, their successors and assigns, to the only proper use, benefit and behoof of the parties of the second part, their successors and assigns, in trust, nevertheless, for the holders of the said bonds, and for the purpose of securing the payment of the said bonds, with the interest thereon, and for the uses and purposes and under the conditions and covenants hereinafter declared and expressed. And the said parties hereto covenant and agree, each with the other, as follows, to wit : Article First. — That the party of the first part shall and will pay the principal and interest of said bonds, to the several holders or owners tliereof, when and as the same shall become due and payable, according to the tenor and effect of the said bond, and shall and will assume and pay all taxes that may be assessed upon the same from time to time by the United States of America. Article Second. — That the party of the first part, at anytime within five years after the completion of the said railroad and branch thereof, shall and will receive, at its principal office in the city of New York, any class or deno- mination of the said bonds for any equivalent amount of any other class or denomination of said bonds, at the option of, and without charge to, the party or parties desiring to make such exchanges. Article Third. — All the property and estate herein conveyed, or men- tioned and intended so to be, and all moneys arising frotr the sale of the same, or any part thereof, after deducting the expenses of executing this trust, are and shall be held as security, and arc hereby pledged to the payment of said bonds. Property andfranchl- Bcs covered by the mort- gage. Bonds ex- Changeable. 24 and the interest to become due thereon, as the same shall" fall due and become payable, according to the tenor and effect of the said bonds, and shall be applied promptly to that purpose by the Trustees, in case of default in any such payment by the party of the first part. Saleoflands. ARTICLE FOURTH.— The party of the first part shall at all times be at Bonds i(v liberty to contract for the sale of any parcel or parcels of said lands granted to laoS!"'* ^'°' ^^'^ P^'^y ?^ ^'^^^ P^""' ^y ^^^^ ^^^^ ^^^ °^ Congress, and the supplements thereto, at such prices approved by the said Trustees, and upon such terms as to pay- ment as shall be fair and reasonable; and such sale or sales may be for cash or on credit, or partly for cash and partly on credit; and any of the bonds aforesaid, with the accrued interest or matured coupons, shall be received at the par value thereof, as cash, in payment of said lands; and the balance of said price may be secured by mortgage of the parcel or parcels of land so sold; but no land, during the construction of the road, shall be sold at less than two dollars Minimum and fifty cents (52.50) per acre, the price limited by law for adjoining lands price of land, owned by the United States; and the proceeds of ALL sales of lands, WHETHER IN CASH, BONDS, COUPONS OR OTHER SECURITIES, SHALL BE DEPOSITED WITH THE TRUSTEES ; and whenever sales of land shall be thus made by the company, the payment to the Trustees of the proceeds of such sale shall release the said lands so sold from the lien of this mortgage; and the Land how Trustees shall and will thereupon execute to the purchaser thereof, or to the released from company, a full and sufficient release of the said lands sold, as aforesaid, from mortgage. t^g aforesaid lien, so that the purchaser shall hold and enjoy the same, free from any incumbrance created or existing by reason of this mortgage. Article Fifth. — The proceeds of the sales of the bonds shall be placed to the credit of the company upon the books of the Fiscal Agents, and shall remain on deposit with them until required for disbursement on account of construction and equipment, or other legitimate expenditures of the road ; and the Trustees, under this mortgage, shall have access to the accounts of the Fiscal Agents, and shall certify, from time to time, as may be required, that said funds have been so deposited and disbursed. All moneys in the hands of the Trustees, received by them under the Second of these articles, or for lands sold, shall be invested by them in the first mortgage bonds of the company secured by this mortgage, when said bonds can be purchased at a sum not exceeding one hundred and ten (iio) cents on the dollar and accrued interest; and when said bonds cannot be purchased at that rate, then said Trustees may invest in said bonds at a higher rate, or in United States bonds, or loan said funds upon first mortgages upon productive real estate, worth, in every case, double the amount of the loan thereby secured; but before said Trustees shall invest in the bonds of the company at a rate exceeding one hundred and ten (no) cents on the dollar, and accrued interest, or in United States securities, or in mortgages aforesaid, the executive com- mittee of the company shall elect in which class of said securities the said investments shall be made, and the Trustees shall invest in accordance with said election. All bonds and paid coupons of the company coming into the hands of the Trustees, whether by purchase as aforesaid, or from the sale of lands, shall be cancelled by them every three months, and surrendered to the company as paid. Article Sixth. — During the construction of the said railroad hereby mortgaged, the interest on the bonds intended to be secured hereby, shall be paid out of the earnings of the said road, and the proceeds of the sales of first mortgage bonds; and no part of the proceeds of the sale of the land embraced in this mortgage, or intended to be, shall at any time be appropriated to the payment of interest on said bonds, unless the general treasury of the company shall be first exhausted; and in such event the said company shall execute to the Trustees, for the security of the holders of said bonds, an income bond, bearing seven and three-tenths (7 3-10) per cent, interest in gold, to an amount equal to the advance from the land fund in payment of interest as aforesaid, on which income bond the interest shall be paid by the company before any of the earnings of the road shall be paid to the stockholders; and said income bond Proceeds of bond sales, bow applied. Proceeds of land sales, how to be Invested. Payment of interest. 25 Yearly re- Icase of lands from mortgage. Powers of Trustees. Land Agent. shall be redeemed by other bonds of the company bearing the same rate of interest in gold, and secured by a second mortgage of the premises herein men- tioned or described, including so much of the said land as may remain unsold, should the company determine to issue such bonds. Article Seventh. — At the close of each fiscal year, after the construction of said road shall have been completed, so that cars shall pass over the same from Lake Superior to Puget Sound, the Trustees shall ascertain the amount of bonds purchased by them, or received in payment of lands, and the amount of proceeds invested in other securities, as above provided, and shall then release and convey to the company an amount of land equal in average value to that of the land then remaining unsold, bearing the proportion to the whole land grant from the United States to the company, that the amount of bonds thus received and money invested, as aforesaid, shall bear to the whole amount of bonds issued, upon the basis of sixty millions (60,000,000) of acres of land to the whole amount of bonds issued, at the rate of fifty thousand dollars per mile of the said main line and branches. Article Eighth. — The company shall remain in possession of the rail- road, and all the property embraced in the mortgage, until there shall have been a breach in the conditions of this mortgage. Article Ninth. — Tlie Trustees shall have full power, from time to time, to employ a register and treasurer and such clerks and assistants as they shall find necessary to enable them to discharge properly the duties devolving upon them under the provisions of this instrument, in respect to the issue of bonds, and the sale or conveyance of the lands granted as aforesaid by the Govenj- ment of the United States; and they shall also have power to appoint an agent or attorney to execute conveyances of said lands, and to act generally in tlieir behalf in respect thereto, and from time to time to remove such agent and appoint another in hLs place ; and all conveyances executed by such agent or attorney and countersigned by said treasurer, and other acts performed within the scope of his powers, shall be legal and valid, in the same manner as if e«ecuted or done by the Trustees. Article Tenth. — Conveyance of the said lands granted by the United conveyances. States may be, from time to time and at all times, executed by the Trustees of this mortgage for the time being, or under their authority, bjj an agent appointed, as provided in Article Nine, and being so executed, shall be effectual to divest the title of all the Trustees; but in respect to any conveyances so made, or the lands embraced therein, or the proceeds of the sale thereof, the Trustees not joining therein shall be in no manner answerable. Article Eleventh. — If there shall at any time be a default in the pay- ment of any interest or princij^al upon any of the bonds secured by this instrument, when and as the same shall become payable, and such default con- tinue for six months after demand made at the principal office of the company for the payment of the same, the Trustees are authorized and empowered, in their discretion, to enter upon and sell at public auction, in the city of New York, after notice in writing to the company, and after notice of such sale shall have been published at least twice a week for six weeks in one or more news- papers printed at said New York, and such other place as they may tiiink proper or expedient, so much of such land as shall be necessary to pay and satisfy such liabilities. Article Twelfth. — In case default shall be made in the payment of any interest on any of the aforesaid bonds secured by this instrument, issued or to be issued, according to the tenor and effect of the said bonds, or in any requirement to be done or kept by the party of the first part, and if such default shall continue for the period of six months after demand for such payment or notice of such requirement made or given to the party of the first part in writing, it shall be l.iwful for the said Trustees, or the sur%ivor or survivors of them, or their or his successors, personally or by their or his attorneys or agents, to enter into and upon all and singular the premises hereby conveyed, or intended so to be, and each and every part thereof, and to have, hold and use the same, operating by their or his superintendents, managers, receivers or servants, or Proceedings In ca.se of do- fault c o n - tinued three months. In casf! of (Iclault con- tinuod 8 i X months. tinued three years. 26 other attorneys or agents, the said railway, and conducting the business thereof, and making from time to time, all repairs and replacements, and such useful alterations, additions and improvements thereto as may be necessary for the lawful and proper accommodation of the business of the said road, and to collect and receive all tolls, freight, incomes, rents, issues and profits of the same, and of every part thereof; and after deducting the expense of operating the said railway, and conducting its business, and of all the said repairs, re- placements, alterations, additions and improvements, and all payments which may be made for taxes, assessments, charges or liens, prior to the lien of these presents upon the said premises, or any part thereof, as well as a just com- pensation for their or his own services, and services of his agents or attorneys, to apply the moneys arising as aforesaid to the payment of interest, upon the said bonds intended to be secured by this mortgage, in the order in which such interest shall have become or shall become due, ratably to the persons entitled to such interest, and after paying all interest which shall have become due, shall restore the premises aforesaid to the possession of the party of the first part, subject however to the covenants and conditions of this mortgage. In case of ARTICLE THIRTEENTH. — In case default shall be made as aforesaid, and default con- shall continue for the space of three years after entry as provided in Article * Tw^^,^, it shall be lawful for the said Trustees or the survivors or survivor of them, or their or his successors in this trust, personally or by their or his attor- neys or agents, to sell and dispose of all and singular the premises hereby conveyed, or intended so to be, or only so much or such parts thereof as they may deem necessary and proper with a due regard to the interest of all parties, at public auction in the city of New York, or at such place as the said Trustees may designate, and at such time as they may appoint, having first given per- sonal notice to a majority of the Board of Directors and notice of the place and time of such sale, by advertisement, published not less than three times a week for four months, or such shorter time, not less than forty days, as the party of the first part may, by resolution of its Board of Directors, assent to, in one or more newspapers in the city of New York, or other cities or towns as shall be deemed for the interest of the parties hereto, by the Trustees, or to ad- journ the said sale, from time to time, in tlieir or his discretion ; and if so ad- journing, to make the same at the time and place to which the same may be so adjourned; and on receiving full payment for the same, to make and de- liver to the purchaser or purchasers thereof good and sufiicient deed or deeds in the law for the same, in fee simple, which sale, made as aforesaid, shall be a perpetual bar, both in law and equity, against the party of the first part, and all other persons lawfully claiming or to claim the said premises, or any part thereof, by, from, through or under the said party of the first part : and after deducting from the proceeds of such sale, just allowances for all expenses of the said sale, including attorneys' and counsel fees, and all other expenses, advances or liabilities which may have been made or incurred by the said Trustees in operating or maintaining the said railway, or in managing its busi- ness while in possession, and all payments which may have been made by them for taxes or assessments, and for charges and liens prior to the lien of these presents on the said premises, or any part thereof, as well as reasonable and lawful compensation for their own services, to apply the said proceeds to the payment of the principal of such of the aforesaid bonds, as may be at that time unpaid, whether or not the same shall have previously become due ; and of the interest which shall at that time have accrued on the said principal, and be unpaid, without discrimination or preference, but ratably to the aggregate amount of such unpaid principal and accrued and unpaid interest; and, if after satisfaction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said Northern Pacific Railroad Company, or to saeh other parties as may be entitled to receive the same. And it is hereby declared that the receipt or receipts of the said Trustees shall be sufficient discharge to the purchaser or purchasers of the premises, or of any part thereof, for his or their purchase money, and that such purchaser or purchasers, his or their heirs, executors or administrators, shall not, after pay- 27 ment thereof, and having such receipt, be liable to see to its being applied upon or for the trusU and purposes of these presents, or in any manner what- soever be answerable for any loss, misapplication or non-application of such purchase money, or in any part thereof, or be obliged to inquire into the ne- cessity, expediency or authority of or for any such sale. Article Fourteenth. — At any sale of the aforesaid railroad equipments appurtenances, or any part thereof, or any part of the premises included in this mortgage, whether made by virtue of the power herein granted, or by judicial authority, the Trustees may bid for and purchase, or cause to be bid for and purchased, the property so sold, or any paut thereof, in behalf of all the holders of the bonds secured by this instrument and then outstanding, in the proportion of the respective, interests of such bondholders, at a reasonable price, if but a portion of the said property shall be sold; or if all of it be sold, at a price not ex- ceeding the whole amount of such bonds outstanding, with the interest accrued thereon. Article Fifteenth. — The party of the first part shall from time to time, and at all times hereafter, and as often as thereunto requested by the Trustees, execute, deliver and acknowledge all such further deeds, conveyances and assurances in the law for the better assuring unto the Trustees and their suc- cessors in the trust hereby created, upon the trusts herein expressed, the lands, railway, equipments and appurtenances hereinbefore mentioned, or intended so to be, and all other property and things whatsoever, which may be hereafter acquired for use in connection with the same, or any part thereof, and all fran- chises now held, including the franchise to be a corporation, as by the Trus- tees, or the survivors or survivor of them, or their successors, or by their or his counsel learned in the law, shall be reasonably advised, devised or required ; and the party of the first part shall furnish to the party of the second part, from time to time upon their reasonable request in writing, a true and full inventory of all the movable property appertaining to the said railroad and the operations thereof, and which is transferred by this indenture ; but no default to demand or to furnish such inventory shall impair the operation or effect of this inden- ture upon all or any of the property herein agreed to be transferred. Article Sixteenth. — The Trustees shall have full power in thcii discretion, and upon the written request of the party of the first part, to convey, by way of release or otherwise, to the persons designated by the said party of the first part, the whole or any part of any lands acquired or held for the pur- poses of stations, depots, shops or other buildings, or the uses connected there- with ; and shall also have power to convey as aforesaid any lands, whether donated by the United States government or otherwise, which in the judgment of the Trustees, shall not be necessary for use in connection with the said rail- road, or which may have been held for a supply of fuel, gravel or other material; and also to convey as aforesaid any lands which may become disused by reason of a change of the location of any station house, depot, shop or other building connected with the said railway, and such lands occupied by the track and adjacent to such station house, depot, shop or other building, as the said party may deem it expedient to disuse or abandon by reason of such change ; and to consent to any such change, and to such other changes in the location of the track, as, in their judgment, shall have become expedient; and to make and deliver the conveyances necessary to carry the same into effect; but any lands which may be acquired for permanent use in substitution for any so released, shall be conveyed to the Trustees upon the trusts of these presents; and the Trustees shall also have full power to allow the said party of the first part, from time to time, to dispose of, according to its discretion, such portions of the equipments, machinery and implements, at any time held or acquired for the use of the said railway, as may have become unfit for such use, replacing the same by new, which shall be held by the Trustees under the provisions of these presents. Article Seventeenth, — If the said party shall well and truly pay the princi|>al and interest of the said bonds, tlie pnymcnt of which is intended to l)e secured hereby, at the times and in the manner specified in said bonds, and T* AHSur&ncetf. Further p o w o r s of Truste«>s. 28 according to the tenor and effect thereof, and shall well and truly keep and perform all the things herein required to be kept or performed by the said party, according to the true intent and meaning of these presents, then, and in that case, tiie estate, right, title and interest of the said parties of the second part, and of their successors in the trust hereby created, shall cease, determine and become void ; otherwise the same shall be and remain in full force and virtue. Article Eighteenth. — It is hereby declared and agreed, that it shall be the duty of the Trustees to exercise the power of entry hereby granted, or the power of sale hereby granted, or both, or to take appropriate legal pro- ceedings to enforce the rights of the bondholders under these presents, upon the requisition, in writing, as hereinafter specified as applicable to the several cases of default, in the manner and subject to the qualifications hereinafter pro- vided, as follows: Duiyot ' I. If the default be as to interest or principal of any bonds, provided for "^ ' by these presents, such requisition upon the said Trustees shall be by holders of not less than ten million dollars in aggregate amount of the said bonds; and upon such requisition, and a proper indemnification by the persons making the same to the Trustees against the cost and expenses to be by them incurred, it shall be the duty of the Trustees to enforce the rights of the bondholders under these presents by entry, sale or legal proceedings, as they, being advised by counsel learned in the law, shall deem most expedient for the interest of all the holders of the said bonds. II. If the default be in the omission of any act or thing required by Article Fifteenth of these presents, for the further assuring of the title of the Trustees to any property or franchises now possessed or hereafter acquired, or in any provisions herein contained to be performed or kept by the said com- pany, then, and in either of such cases, the requisitions shall be as aforesaid, but it shall be within the discretion of the Trustees to enforce or waive the rights of the bondholders by reason of such default, subject to the power hereby declared of a majority in interest of the holders of the said bonds, by requisition in writing, or by a vote at a meeting duly held to instruct the said Trustees to waive such default, or to enforce their rights by reason thereof, provided that no action of the said Trustees, or bondholders, or both, in waiving such de- fault, or otherwise, shall extend to or be taken to effect any subsequent default, or to impair the rights resulting therefrom. Article Nineteenth. — It is mutually agreed, by and between the par- tecs-proceed- ties hereto, that the word " Trustees" as used in these presents, shall be con- inss in case strued to mean the Trustees of this mortgage for the time being, whether all i;;nation,' or or any be original or new ; and whenever a vacancy shall occur, the trustee or dijability trustees surviving or continuing, shall thereupon become vested with all the powers, authorities and estates granted to or conferred upon the parties of the second part, by these presents, including power to fill vacancies, and all the rights and interests requisite to enable him or them to execute the purpose of this trust, without any further assurance or conveyance, so far as such effect may be lawful ; but the surviving or continuing trustees or trustee shall imme- diately execute such conveyance and other instruments as may be fit or expedient for the purpose of assuring the legal estate in the premises, jointly with themselves or himself, to the trustee or trustees so appointed ; and upon the death, resignation or removal of any trustee, or any appointment in his place, in pursuance of these presents, all his powers and authorities, by virtue hereof, shall cease; and all the estate, right, title and interest in the said premises, of any trustee so dying, resigning or being removed, shall, if there be a co-trustee or co-trustees surviving or continuing in office, wholly cease and determine ; but the said trustee so resigning or being removed, shall, on the written request of the new trustee who may be appointed, immediately execute a deed or deeds of conveyance to vest in such new trustee, jointly with the continuing trustees or trustee, upon the trust herein expressed, all, the property, rights and fran- chises which may be at that time held upon the said trusts. And in case it shall at any time hereafter prove impracticable, after reasonable exertions, to appoint, in the manner hereinbefore provided, a successor in any vacancy which THE LAND GRANT.— The Northern Pacific Railroad Land Grant is larger than tlie six Is'cw England States with Maryland added, or as large as tlie two States of Oliio and Indiana combined. The average of soil is very fertile and the climate is pleasant and healthful. With the railroad built through the midst of these lands their value can be estimated by the present price of simi- lar lands along the line of other roads. For example, the Illinois Central kailroad grant of only 2,595,ocx> acres, the sales from which already exceed 524,000,000, will yield tlie Company at least ;$30,ooo,ooo^an average of over fil per acre. As the building of the Northern Pacific Railroad progresses, the lands of the Company will be thrown open to sale and settlement at mode- rate prices and on easy terms of payment. As each 25-mile section of the road Is completed and accepted, the Goveniment conveys to the Railroad Company B proportionate amount (some 600,000 acres) of land. Thus the Company will soon come into full possession of some three millions of acres in Minne- sota — ^this first installment being greater than the entire Illinois Central grant. EMIGRATION feCHEME. — To facilitate and render certain the rapid sale and settlement of its lands, and to promote the early development of tlie entire belt of Northwestern States and Territories tributary to the road, the Northern Pacific Railroad Company is now organizing a Department of Emigration. The sys- tem adopted is comprehensive, practical, and on a scale hitherto unattempted by any corporation or government In connection with this work of fostering emigration from Europe, and the thickly peopled parts of our own country, to the Northwest, will be employed some of our most eminent and trustworthy citizens, both native and foreign-bom. THE ROAD NOW BUILDING.— Work was begun in July last on the eastern portion of the line, and the money provided, by the sale to stockholders of some six millions of the Company's bonds, to build and equip the road from Lake Superior across Minnesota to the Red River of the North — 233 miles. The grading on this division is now well advanced, the iron is being rapidly laid; several thousand men are at work on the line, and about tlie first of August next this important section of the road will be in full operation. In the meantime orders have been sent to the Pacific coast for the commencement of the work on the western end in early Spring, and thereafter the work will be pushed, both eastward and westward, with as much speed as may be con- sistent with solidity and a wise economy. FUTURE BUSINESS OF THE ROAD.— The business of the Road, im- mediately on its completion and even during construction, will be very large, and will consist mainly of: I. The transportation of Government mails, troops and military supplies. 2. The large local carrying trade of the present popu- lation of the States and Territories traversed, 3. The entire trade of the important British settlements occupying the rich valleys of the Red and Sas- katchewan Rivers, the Winnipeg Basin, and the fertile plains of British Columbia on the Pacific slope. 4. That portion of the large Through Business between the Atlantic and Pacific Oceans which will certainly pass over this line owing to its great superiority in directness, shortness, and ease of grades. 5. The constantly increasing carrying trade of the millions of people who will soon occupy the magnificent coimtry through which the road passes, and the transportation of whose supplies and products alone will speedily constitute a paying business for one line of road. This Road will unite Lake Superior and St. Paul with Puget Sound — and hence the commerce of the Lakes and of the Mississippi River with that of the Pacific Ocean — by a line, counting actual distance and difference in grades, at least 500 miles shorter than the present one connecting Lake Michigan and San Francisco. By it Liverpool and New York will be brought 1,400 miles nearer than now to the ports of China and Japan. It will be the onlyHrans-continental line under one control. Branch lines or feeders will be built from the Trunk road, northward and southward, so as to drain the entire region north of latitude 42° and render the future construction of additional east and west lines within that belt unnecessary. THE MORTGAGE.— For the security of the first mortgage bondholders, and obedient to Act of Congress, the general mortgage covering the property named above is recorded in the office of the Secretary of the Interior at "Wash- ington. The Trustees of the mortgage are Messrs. Jay Cooke, of Plnladcljjhia, and J. Edgar Thomson, President of the Pennsylvania Central Raihoad Com- pany. These Trustees, who directly represent the bondholders, are required by the terms of the mortgage to see that the proceeds of all sales of First Mortgage Bonds are devoted to the construction and equipment of the road, and that the proceeds of land sales are used in purchasing and cancelling the bonds of the Company if they can be bought before maturity at not more than lo per cent, premium ; oUierwise the Trustees are to invest the proceeds of land sales ia United States Bonds or Real Estate Mortgages for the further security of Northern Pacific bondholders. At all times until the entire bonded debt of the Railroad Company is paid off and cancelled, the Trustees are required to see that they have in their control, as security, at least 500 acres of average land to every j5i,ooo of outstanding first mortgage bonds, besides the railroad itself and all its equipments and franchises. All bonds issued bear the signature of the President and Treasurer of the Northern Pacific Railroad Company, accompanied by the corporate seal; they are also signed by the Trustees of the mortgage, Jay Cooke and J. Edgar Thomson, and are finally registered and countersigned by the Fidehty Tmst and Safe Deposit Company, of Philadelphia, PROFITABLENESS OF NORTHERN PACIFIC 7.3o's.-We are noc willmg to admit that any mvestment can be safer than the bonds of the United States, which, as the Government's agents, we placed in the hands of the people of this country and of Europe. But since the Government is no longer a borrower, but is rapidly paying off its existing debt, and as the great work the nation now has m hand is not that of preserving its existence, but that of de- veloping a continent, we call the attention of those who desire to increase their mcome while still having a perfectly reliable investment, to the following facts : United States 5-20's at their average premium yield the present pur- chaser less than 1% per cent, gold interest. Should they be redeemed in five years, and specie payments be resumed, they would really pay only 43^ per cent., or if in three years, only 3^ per cent, as the present premium would meanwhile be sunk. Northern Pacific 7-30's, selling at par m currency, yield the investor 7 A per cent, gold interest absolutely for thirty y^2x%, free from United States tax. gi,loo currency mvested now in United States 5-20's will yield per year in gold, say^62.oo. ^1,100 currency invested now in Northern Pacific 7-30's will yield per year in gold, ^80.30. Here is a difference in annual income of nearly one-third, besides a difference of 7 to ID per cent, in principal, when both classes of bonds are redeemed. With the same entire confidence with which we commended Government bonds to Capitalists and People, we now, after the fullest investigation, recom- mend these Northern Pacific Raihroad bonds to our friends and the general public. THEIR PERMANENCE.— Capital invested in these bonds cannot be disturbed for thirty years, unless by consent of the holder. The Government fully expects to call in and cancel its 5-20 bonds within two years. Persons hold- ing the latter and desiring a more permanent investment cannot do better than convert them into Jforthem Pacific Railroad 7-30's. THEIR NATIONAL CHARACTER,_The Northern Pacific Railroad is chartered by the Congress of the United States; the present loan and the general mortgage to secure it are authorized by special Act of Congress • the mortgage, as required by law, is recorded in the office of the Secretary of the Interior at Washington; each 25-mile section of the road is to be examined and accepted by Government Commissioners; the right of way across Uie public domain, and construction matertai, are granted gratuitously by the United States; and finally, while the Government does not directly guarantee the bonds of the Road, it amply provides for their full and prompt payment by an unreserved grant of land, the most valuable ever conferred upon a creat national improvement. BONDS RECEIVABLE FOR LANDS.— By the terms of the mortgage the 7-30 bonds of the Company are always receivable, at par and accrued interest, in payment for the Company's lands at their lowest graded prices ; and by an arrangement between the Trustees and the Directors of the Company, in all cash purchases of land from the Railroad 10 per cent, discount will be made from the purchase price whenever the Company's first mortgage bonds are offered in payment. In other words. Northern Pacific 7-30's are, if desired, at all times convertible at 1. 10 into real estate at lowest cash prices. BONDS EXCHANGEABLE. — The registered bonds can be exchanged at any time for coupons, the coupons for registered, and both these can be exchanged for others, payable, principal and interest, at the London and American bank- ing-houses of Jay Cooke & Co., or at any of the principal financial centres of Europe, in the coin of the various European countries. These securities will thus have great currency in the leading money markets of the world. LIMITED AMOUNT. — The first series of these bonds is now being sold to furnish funds to complete the Northern Pacific Railroad westward to the Great Bend of the Missouri, Should negotiations now pending in Europe result satisfactorily, only a limited amount of these desirable securities will be offered in the American market for some time to come. HOW TO GET THEM. — ^Your nearest Bank or Banker will supply these bonds in any desired amount, and of any needed denomination. Persons wishing to exchange other bonds for these, can do so with any of oc agents, who will allow the highest current price for all marketable securities. Those living in localities remote from banks, may send money, or other bonds, directly to us by express, and we will send back Northern Pacific bonds at our own risk, and without cost to the investor. Should further information be desired, any of the Banks or Bankers employed to sell this loan, will be glad to answer all questions, furnish pamphlets, maps, &.C., and supply the Seven- Thirties in small or large amounts. FOR SALE BY JAY COOKE & CO. Fiscal Agents Northern Pacific Railroad Co. 114 South Third Street, Philadelphia: Corner of Nassau and Wall I Streets, New York: 452 Fifteenth Street, Washington, D. C, by National Banks, and by Brokers generally throughout the counti jt.