HOWARD ELLIOTT. p, >^JL>* -< *A*J^ DWAD W. XOLAH fl&lMl- t A^ ;v- -"-if *ID W. NOL NORTHERN PACIFIC RAILROAD. BOOK OF REFERENCE. FOR THE USE OF THE DIRECTORS AND OFFICERS OF THE COMPANY. COMPILED BY E. V. SM ALLEY. NEW YORK : E. WELLS SACKEIT & RANKIN, PRINTERS AND STATIONERS. 5G & 58 William Street. 1883. [RR/ TABLE OF CONTENTS. PAG*. Legislative Acts, ........ 5 By-Laws, 34 Board and Committee Proceedings, ..... 41 The Beorganization, 285 Financial Agreements, 301 Mortgages, 327 CHARTER AN ACT GRANTING LANDS TO AID IN THE CONSTRUC- TION OF A RAILROAD AND TELEGRAPH 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. Fessenden, Charles P. Kimball, Augustine Haines, Edwin R. W. Wiggin, Anson P. Mor- rill, Samuel J. Anderson, of Maine ; Willard Sears, J. S. Withington, 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 Huggins, 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 Thompson, John A. Green, of Pennsylvania ; T. M. Allyn, Moses W. Wilson, Horace Whittaker, Ira Bliss, of Connecticut ; Joseph A. Gilmore, Onslow Stearns, E. P. Emerson, Frederick Smith, William E. Chandler, of New Hampshire ; Cyrus Aldrich, H. M. Rice, John McKusick, H. C. Waite, Stephen Miller, of Minnesota ; E. A. Chapin, John Gregory Smith, George Corporators, NORTHERN PACIFIC RAILROAD. Corporators. Merrill, of Vermont ; James Y. Smith, William S. Slater, Isaac H. 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 Virginia ; 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 Cfough, John A. Bingham, Oran Follett, John Gardner, S. S. L. Hommedieu, Harrison G. Blake, Philo Chamberlin, of Ohio ; John A. Duncan, Samuel M. Harrington, of Dela- ware ; 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 Sterling, Marshall, of Wisconsin ; J. C. Ainsworth, Orlando Humason, H. W. Corbett, 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 Washing- ton Territory ; H. W. Starr, Piatt Smith, Nixon Denton, William Leighton, B. F. Allen, Reuben Noble, John L. Davies, of Iowa ; Willard P. Hall, George R. Smith, N. Gayle King, John C. Sargeant, of Missouri ; William H. Wallace, of Idaho Territory ; J. H. Lathrop, Henry D. Cooke, H. E. Merrick, of the District of Columbia, and all such other persons 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 the name, style and title of the " Northern Pacific Railroad Company," and by that name shall have per- petual succession, and shall be able to sue and to be sued, plead and be impleaded, defend and be defended, in all com^s of law and equity within the United States, and may make and have a common seal. And said Corpora- Powers, tion is hereby authorized and empowered to lay out, locate, construct, furnish, maintain and enjoy a continu- CHARTER. / ous railroad and telegraph line, with the appurtenances, namely, beginning at a point on Lake Superior, in the Koute of the State of Minnesota or Wisconsin ; thence westerly by the r ' 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, f via tne Brai f t .2 rtlau ri within two this act by the President, and shall complete not less than years. J ' r Fifty miles a n ^ty miles j)er year after the second year, and shall con- ducted b aYtTr^ ruc ^ equip, furnish, and complete the whole road, by the second year. fourth day of July, Anno Domini, eighteen hundred and seventy-six. Sec. 9. And be it further enacted, That the United States make the several conditional grants herein, and that the said Northern Pacific Railroad Company accept Amended May 7th, 1866, and July 1st, 1868. CHARTER. 15 the same upon the further conditions that if the said Company make any breach of the conditions hereof, and allow the same to continue for upwards of one year, then, when Congress in such case, at any time hereafter, the United States, by the y r oad mplete its Congress, may do any and all acts and things which may be needful and necessary to insure a speedy comple- tion of the said road. *Sec 10. And be it further enacted, That all people of aii may sub- 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 terms of subscription ; and no mortgage or construction bonds shall ever be issued by Road not to be said Company on said road, or mortgage or lien made in mor gag any way, except by the consent of the Congress of the United States. Sec 11. And be it further enacted, That said Northern Post route and military road. 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 service, and also subject to such regulations as Con- gress may impose restricting the charges for such Grovernment transportation. Sec 12. And be it further enacted, That the acceptance Acceptance of 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 Company, duly executed pursuant to the direction of its Board of Direc- tors 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. Sec 13. And be it further enacted, That the Directors of Annual reports, said Company shall make an annual report of their pro- ceedings and expenditures, verified by the affidavits of the President and at least six of the Directors; and they shall, Amended March 1st, 1869. 16 NORTHERN PACIFIC RAILROAD. char r |e8. tollsand ^ rom ^ me * ^ me > & x > determine, and regulate the fares, tolls, and charges to be received and paid for transpor- tation of persons and property on said road or any part thereof. Md$ Sec - 14 - And he il father enacted, That the Directors toy hold ^fflS c ^ osen m pursuance of the first section of this act shall, Board 11 f tbe so soon as ma y ^ e a ^ er 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 Secretary, who shall hold their offices at the will and pleasure of the Board of Directors. The Treasurer and Secretary shall give such bonds, with such security, as the said Board from time to time may require. The Secretary to 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 corpora- Directors must tion. No person shall be a Director of said Company be stockholders. unlegs he ^j ^ & stockholdel . ; an(1 qua li ne d to Vote for Directors at the election at which he shall be chosen. Terms of office. g EC> 15 Alld be u f ur( j lPr enacted, That the President, Vice-President, and Directors shall hold their offices for the period indicated in the by-laws of said Company, not exceeding three years respectively, and until others are Failure to elect chosen in their place and qualified In case it shall so solution ofchar- 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 Direc- rectors. tors, of whom seven, including the President, shall be a quorum for the transaction of business, shah have full power to make and prescribe such by-laws, rules, and regulations, as tlie}^ shaU deem needful and proper, touch- ing the disposition and management of the stock, prop- erty, estate, and effects of the Company, the transfer of shares, the duties and conduct of their officers and ser- vants touching the election and meeting of the Directors, and all matters whatsoever which may appertain to the CHARTER. 17 concerns of said Company; and the said Board of Direc- tors may have full power to fill any vacancy or vacancies that may occur from any cause or causes, from time to time, in their said Board. And the said Board of Direc- tors shall have power to appoint such engineers, agents, and subordinates as may from time to time be necessary to earcy into effect the object of the Company, and to do all acts and things touching the location and construction of said road. Sec. 16. And be it farther enacted, That it shall be law- Ten per cent. 2 i r ii r.' c -i n i assessments on ml for the Directors oi said Company to require payment subscriptions, of the sum of ten per centum cash assessment upon all subscriptions received of all subscribers, and the balance 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 sixty .lays' pre- 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 stock- holder shall neglect or refuse to pay, in pursuance of such notice, the stock held by such person shall be forfeited Forfeiture of ' absolutely to the use of the Company, and also any pay- stock ' ment or payments that shall have been made on account thereof, subject to the condition that the Board of Direc- tors may allow the redemption on such terms as they may prescribe. Sec. 17. And be it farther enacted, That the said Com- Acceptance of pany is authorized to accept to its own use any grant, state aid * 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 corporation, person or persons ; and said Corporation is authorized to hold and enjoy such grant, donation, loan, power, franchise, aid, or assistance to its own use for the purpose aforesaid. 18 NORTHERN PACIFIC RAILROAD. to bfgnt 00nsent * Sec - 18 - And he it Mh<'r 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 commencing 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. Sec. 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. confess may g EC- 20. And be if further enacted, That the better to alter, amend or repeal, 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, Con- gress may at any time, having due regard for the rights of said " Northern Pacific Railroad Company," add to, alter, amend or repeal this act. Approved July 2d, 1864. Consent of Minnesota and Wisconsin given in 1865. AMENDMENTS TO CHARTER. A RESOLUTION extending the time for the completion of the Union Pacific Railway, Eastern Division. Resolved by the Senate and House of Representative* of the United States of America in Congress assembled, That the time for the completion of the first one hundred miles of railroad and telegraph line by the Leavenworth, Pawnee and Western Railroad Company (since called the " Union Pacific Railway Company, Eastern Division"), mentioned in the tenth section of the Charter of the Union Pacific Railroad Company, of July first, one thousand eight hundred and sixty-two, and in the fifth section of the amendment thereof of July second, one thousand eignt hundred and sixty-four, be and the same is hereby ex- tended until the twenty -seventh day of June, one thousand eight hundred and sixty-six ; and that the time for completing each succeeding section of one hundred miles shall be reckoned from the said twenty-seventh day of June in said year. Sec. 2. And be it further resolved, That the time for ExtenBion of commencing and completing the Northern Pacific Rail- time two ?<*** road, and all its several sections, is extended for the term of two years. Approved May 7th, 1866. JOINT RESOLUTION extending the time for the completion of the Northern Pacific Railroad. Be it resolved by the, Senate and House of Representatives of the United Stales of America in Congress assembled, That section eight of an act entitled " An act granting lands to 20 NORTHERN PACIFIC RAILROAD. 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 Kailroad Company, to and upon the following con- Extension of ditions, namely : That the said Company shall commence noin ' 7ui/ e M S ^ ne work on said road within two years from and after 1868 - the second day of July, eighteen hundred and sixty-eight, one hundred and shall complete not less than one hundred miles per SteT Jniy *?&, year after the second year thereafter, and shall construct, 1872, equip, furnish, and complete the whole road by the fourth day of July, Anno Domini eighteen hundred and seventy- seven. Approved July 1st, 18G8.. JOINT KESOLUTION granting the consent of Congress provided for in section ten of the act incorporating the Northern Pacific Railroad Company, approved July second, eighteen hundred and sixty-four. Right to mort- Be it resoh-ed hit the Semite and House of Representatives gage conferred. of the United States of AmerU-a in Congress assembled, That the consent of the Congress of the United States is here- by given to the Northern Pacific Kailroad Company to issue its bonds, and to secure the same by mortgage upon its railroad and its telegraph line, for the purpose of rais- ing funds with which to construct said railroad and tele- graph line between Lake Superior and Puget Sound, and also upon its branch to a point at or near Portland, Puget sound Oregon ; and the term " Puget Sound," as used here and in the act incorporating said Company, is hereby con- strued to mean all the waters connected with the Straits of Juan De Fuca within the territory of the United States. Approved March 1st, 1869. AMENDMENTS TO CHARTER. 21 JOINT RESOLUTION granting right of vraj for the con- struction of a railroad from a point nt or near Portland, Oregon, to a point west of the Cascade Mountains, in Washington Territory. I',c it resolved bu the Senate and House <>/' Representatives ft*ncb firm* ' ' Portland to Pu- ofthe United States of . America in Congress assembled, That get sound. the Northern Pacific Railroad Company l>e, 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 west of the Cascade Mountains, in the Territory of Washington ; said exten- sion 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 incorporat- ing said Company, and all acts additional to and amend- atorv thereof ; Provided, That said Company shall not No money or J . . landed subsidy be entitled to any subsidy in money, bonds, or additional to this branch. 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 Julv, eighteen hundred and when to be constructed. seventy-one, and forty miles per year thereafter until the whole of said extension shall be completed. Approved April 10th, 1869. :o:- A RESOLUTION authorizing the Northern Pacific Railroad Company to issue its bonds for the construction of its road and to secure the same by mortgage, and for other purposes. Resolved by the Senate and House <>/' Representatives Bight to issue nfike United States of America in Congress assembled, Th&t the Northern Pacific Railroad Company be, and hereby is, authorized to issue its bonds to aid in the construction and equipment of its road, and to secure the same by mortgage on its property and rights of property of all z* NORTHERN PACIFIC RAILROAD. kinds and descriptions, real, personal, and mixed, includ- ing its franchise as a Corporation ; and, as proof and notice of its legal execution and effectual delivery, said Mortgagetobe mortgage shall be filed and recorded in the office of the Department, Secretary of the Interior ; and also to locate and construct, under the provisions and with the privileges, grants, and duties provided for in its Act of Incorporation, its main Main lineroad to some point on Puget Sound, via the Valley of the lumbia Valley. Columbia River, with the right to locate and construct its branch from some convenient point on its main trunk line across the Cascade Mountains to Puget Sound ; and in the event of there not being in any State or Territory in which said main line or branch may be located, at the time of the final location thereof, the amount of lands per mile granted by Congress to said Company, within the indemnity lim- limits prescribed by its Charter, then said Company shall it for land grant. r J e J be entitled, under the directions of the Secretary of the Interior, to receive so many sections of land belonging to the United States, and designated by odd numbers, in such State or Territory, within ten miles on each side of said road beyond the limits prescribed in said Charter, as will make up such deficiency, on said main line or branch, except mineral and other lands as excepted in the Charter of said Company of eighteen hundred and sixty- four, to the amount of the lands that have been granted, sold, reserved, occupied by homestead settlers, preempted, or otherwise disposed of subsequent to the passage of the act of July two, eighteen hundred and sixty-four. And that twenty-five miles of said main line between its western terminus and the City of Portland, in the State of Oregon, shall be completed by the first day of January, Anno Domini eighteen hundred and seventy-two, and forty miles of the remaining portion thereof each year thereafter, until the whole shall be completed between Lands not sold sa id points : Provided, That all lands hereby granted to within five years J tobeopentoset- said Companv which shall not be sold or disposed of or tlement at $2.50 . . per acre. remain subject to the mortgage by this act authorized, at the expiration of five years after the completion of the entire road, shall be subject to settlement and preemption like other lands at a price to be paid to said Company not exceeding two dollars and fifty cents per acre ; and if the CONSENT OF STATES. 23 mortgage hereby authorized shall at any time be enforced by foreclosure or other legal proceeding, or the mortgaged lands hereby granted, or any of them, be sold by the trustees to whom such mortgage may be executed, either at its maturity or for any failure or default of said Com- pany under the terms thereof, such lands shall be sold at Public nit in i 11 -t m -x ' case of default. public sale, at places withm the States and lerritones in which they shall be situate, after not less than sixty days' previous notice, in single sections or subdivisions thereof, to the highest and best bidder : Provided further, That in the construction of the said railroad, American iron or American iron steel only shall be used, the .same to be manufactured SJf 881 t0 from American ores exclusively. Skc. 2. And be it further resolved, That Congress may at any time alter or amend this joint resolution, having due regard to the rights of said Company, and any other parties. Approved May 31st, 1870. -:o:- OONSENT OF STATES LAWS OF MINNESOTA, 1865. AN ACT to aid in the construction of the Northern Pacific Railroad and Telegraph line from Lake Superior to Paget Sound. Whereat, the Congress of the United States of America did, by 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, by the northern route, approved the second day of July, 1864, create a body politic and corporate by the name, style, and title of the "Northern Pacific Railroad Com- pany," and, among other things, did authorize and em- power said Company to lay out, construct, finish, maintain, and enjoy a continuous railroad and telegraph line, with the appurtenances named, beginning at a point on Lake Preamble. 24 NORTHERN PACIFIC RAILROAD. Superior in the State of Minnesota or Wisconsin, thence westerly by the most eligible railroad route to be deter- mined 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's Sound, with a branch via 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 did also vest in said Company all the rights, powers, privileges, and immunities neces- sary to carry into effect the purpose of said act: And whereat, the Congress of the United States did also, by said act, authorize said Northern Pacific Railroad Company to accept, hold, and enjoy to its own use any grant, donation, loan, powers, franchise, aid, or assistance which might be granted to said Company by the Con- gress of the United States, by the Legislature of any State, or by any corporation, person, or persons, for the purposes of said act: And whereas, the said Northern Pacific Railroad Com- pany was also required by said act to obtain the consent of the Legislatures of any State through which any portion of said railroad line might pass previous to com- mencing the construction thereof: now, therefore, consent of Min- Be U enacted by the Legislature of the Stair of Minnesota, nesota granted. J ^ lhat the consent of the State be, and the same is hereby given to the said Northern Pacific Railroad Company to survey, lay out, locate, construct, furnish, maintain, and enjoy a continuous railroad and telegraph line, with the appurtenances, within its limits, on the line by said act of Congress authorized, and for the purposes aforesaid in said act of Congress set forth, and in order to carry the same into full effect, the said Northern Pacific Railroad Company, its successors and assigns, are hereby vested with all the rights, powers, privileges, and immunities, within the limits of this State, which are by said act of Congress conferred upon them within the territory and jurisdiction of the United States, subject to the conditions in said act contained, and to the following proviso: COXSEXT OF STATES. 25 Provided, That should said Company elect to make the Eastern terminus of said road east of the Eastern boun- dary of the State of Minnesota, then, and in that case, they shall construct, or cause to be constructed, a line of proviso for railroad from the said main line to the navigable waters branch - of Lake Superior, within the State of Minnesota, of the same gauge as said main line, for which purpose the same 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 further, That nothing in this act contained shall be con- T , Proviso non- strued as exempting the road-bed and other property of exemption irom said Company within this State from taxation. Approved March 2d, 1865. :o:- LAWS OF WISCONSIN, 1865. AN ACT to authorize the Northern Pacitic Railroad and Telegraph Company, incorporated by an acl of Congress entitled "An Act granting lands t<> aid in the construction of a railroad and tele- graph line from Lake Superior to Pugel Sound, on the Pacific coast, by the Northern route.'" approved 2d July, 1864. to con- struct railroad and telegraph line through the State of Wisconsin. The peop le of the Stale of Wisconsin, represented in Sarnie and Astemblij, do. enact as follows: Skc. 1. The consent of the State of Wisconsin is here- consent of wis- by given to the Northern Pacific Railroad Company, in- consm gl corporated by act of Congress, entitled " 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, on the Northern route," approved July 2d, 1864, to survey, lay out, construct, finish, maintain, and enjoy a continuous railroad and telegraph line, with the appurtenances, within its limits, on the line within the said act of Congress indicated and authorized; and for the purposes aforesaid, and in said act of Congress set forth, and in order to carry the same into full effect, the said Northern Pacific Railroad Company, its successors and assigns, are hereby vested with all the rights, powers, 26 NORTHERN PACIFIC RAILROAD. privileges, and immunities within the limits of this State which are by said act of Congress conferred upon them within the territories and jurisdiction of the United States: Provided, That said Northern Pacific Railroad Company shall be prohibited at any time prior to the actual build- ing or equipment of said railroad from allowing any rail- road company chartered by the laws of the State of Minnesota to use or enjoy any of the privileges hereby granted to the Northern Pacific Railroad Company to be exercised in the State of Wisconsin : And provided further, That nothing therein contained shall be construed to pre- vent the said Northern Pacific Railroad Company, after the building and equipment of said road through the State of Wisconsin, from making such contracts for con- nections with Minnesota railroads, in the State of Wisconsin, [as] they may deem proper. Sec. 2. This act shall take effect and be in force from and after its passage and publication. Approved April 10th, 1865. ACTS OF CONGRESS RELATING TO INDIAN RESERVATIONS. AN ACT to quiet the title to certain lands in Dakota June 7th 1872 Territory. Chap. 325. Be it enacted by the Senate and House of Representa- tive* of tin 1 United States of America in Congress assembled, That it shall be the duty of the Secretary of the Interior to examine and report to Congress what title Title of certain or interest the Sisseton and Wahpeton bands of Sioux certain lands in Indians have to any portion of the land mentioned and to , inquired particularly described in the second article of the treaty inta made and concluded with said bands of Indians on the 19th day of February, 1867, and afterward amended, ratihed and proclaimed on the 2d day of May of the same year, or by virtue of any other law or treaty whatsoever, excepting such rights as were secured to said bands of Indians by the third and fourth articles of said treaty, as a " permanent reservation ;" and whether any, and, if any, what compensation ought, in justice and equity, to be E , juita j, le com . made to said bands of Indians, respectively, for the ex- i )ensatlon - tinguishment of whatever title they may have to said lands. Approved June 7th, 1872. :o: PAKT OF AN ACT making appropriations for the expenses of Fe) ,. mh, 1873, the Indian Department, and for fulfilling treaty stipulations. Cha P- 138 - Sioux, Sisseton, and Wahpeton and Senate Sioux, of sioux, Sisseton Lake Traverse and Devil's Lake. For this amount, being a n C d IJnaTe the first of ten installments of the sum of $800 named in T ^.*' rs anc j a certain agreement, made by the Commissioners appointed Devi1 ' 8 Lake - by the Secretary of the Interior under the provisions of 28 NORTHERN PACIFIC RAILROAD. the act of June 7th, 1872, with the Sisseton and Wahpe- ton bands of Sioux Indians, for the relinquishment by said Indians of their claim to or interest in the lands described in the second article of the treaty made with them February 19th, 1867, the same to be expended under the direction of the President for the benefit of said Indians in the manner prescribed in said treaty of 1867 as amended by the Senate, $80,000. And the said agreement is hereby confirmed, excepting so much thereof as is included in paragraphs numbered respectively third, fourth, fifth, sixth, seventh, eighth and ninth. Provided, that no part of this amount shall be expended until after the ratification by said Indians of said agree- ment as hereby amended. Approved February 14th, 1873. July ioth, 1H82, AN ACT to accept and ratify an agreement with the Crow Indians for the sale of a portion of their reservation in the Territory of Montana required for the use of the Northern Pacific Bailroad, and to make the necessary appropriations for carrying out the same. Acre])tauceaiui He it enacted by the Senate and House of Representa- ratification of - . t , . agreement , with tives of tin' tinted Slates <>/ America in Coin/ress for sale of por- assembled, That a certain agreement, made between the tion in Montana United States of America, represented by Llewellyn A. states for use ot Luce, William H. Walker and Charles A. Maxwell, Mir b otci! Pacific Special Agents duly appointed in that behalf by the Secretary of the Interior, of the one part, and the Crow tribe of Indians, resident on the Crow Reservation, in the Territory of Montana, acting under the supervision and with the approval of the Secretary of the Interior, of the other part, be, and the same is, hereby ratified and confirmed. Said agreement is executed by a majority of all the adult male Indians of the Crow tribe occupying or interested in the lands therein more particularly de- scribed, in conformity with the provisions contained in article 11 of the treaty with the Crow Indians of May 7th, is stat., 862. 1868, and is in the words following, namely : Preamble. " Whereas, by section one of an act of Congress, approved July 2d, 1864, entitled, ' An Act granting lands to aid in INDIAN RESERVATIONS. 29 the construction of a railroad and telegraph line from Lake Superior to Puget Sound, on the Pacific coast, by the northern route ' (13th Statutes at Large, page 365), the Northern Pacific Kailroad Company was authorized and empowered to lay out, locate, construct, furnish, main- tain 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 ; and " Whereas, by section two of said act, Congress granted to said Company the right of way for the construction of said railroad and telegraph line 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 ' "Whereas, by said section two Congress provided that the United States should extinguish, as rapidly as may be consistent with public policy and the welfare of the Indians, the Indian titles to all lands falling under the operation of this act, and acquired in the donation to the road named in the act ; and " Whereas, by treaty between the United States and the is stat., G49. Crow Indians, concluded at Fort Laramie, May 7th, 1868, and duly ratified and proclaimed (15th Statutes at Large, page 649), a district of country in the Territory of Mon- tana was set apart as a reservation for the absolute and undisturbed use and occupation of said Indians ; and " Whereas, there is no provision or stipulation in said treaty authorizing said Company, or recognizing its right to construct its road through said reservation ; and " Whereas, the said Company did, on the 25th day of June, 1881, file in the Department of the Interior a map show- ing the definite location of its line of railroad from the one hundred and seventh degree of longitude west from 30 NORTHERN PACIFIC RAILROAD. Greenwich, westwardly through said reservation and adjacent territory to the western boundary of the said reserve, as provided by said act of 1864, the Company having first obtained the permission of the Secretary of the Interior to survey its line in said reservation ; and "Whereas, the said Company desires to construct its line of railroad upon such designated route, and claims the right, by virtue of said act, so to do : Agreement. " Now, therefore, in order to fulfill the obligations of the Government in the premises, this agreement, made this 22d day of August, Anno Domini 1881, between the Crow tribe of Indians, resident on the Crow Reservation, in the TerrhVny of Montana, represented by their chiefs, head men and heads of a majority of families, and being a majority of all the adult male Indians occupying or interested in the lands hereinafter described, the said Indians acting under the supervision and with the approval of the Secretary of the Interior of the United States, of the one part, and the United States of America, represented by Llewellyn A. Luce, William H. Walker and Charles A. Maxwell, Special Agents duly appointed in this behalf by the Secretary of the Interior, of the other part, witnesseth, That for the consideration hereinafter mentioned the Crow tribe of Indians do hereby surrender and relinquish to the United States all their right, title and interest in and to all that part of the Crow Reserva- tion situate in the Territory of Montana, and described as follows, namely : Description of " ^ strip of land not exceeding four hundred feet in land relinquish- w idth, that is to say, two hundred feet on each side of the line laid down on the map of definite location hereinbefore mentioned, wherever said line runs through said reserva- tion between the one hundred and seventh degree of longi- tude west of*Greenwich on the east and the mid-channel of the Big Boulder River on the west, containing 5, 884 acres, more or less. An official copy of said map of definite location was, on this 22d day of August, Anno Domini 1881, produced before said Special Agents and tlie Indians in council, was fully explained to said Indians, and is hereunto attached, marked "A," and made a part of INDIAN RESERVATIONS. 31 this agreement. Also the several parcels of land situate along and adjoining the said strip of land hereinbefore mentioned between the one hundred and seventh degree of longitude west of Greenwich on the east and the mid- channel of the Big Boulder River on the west, as defined and described on a map produced before said Special Agents and the Indians in council on the day and date above mentioned, and fully explained to and understood by said Indians ; said tracts being designated on the aforesaid map by the letters A, B, C, D, E, F, G, H, I, J and K, and containing, respectively, the following area, that is to say : Tract A, 26^% acres ; tract B, 28y^- acres; tract C, 26^^ acres ; tract E, 26^\ acres ; tract F, 26^^- acres ; tract G-, 26-^ acres ; tract H, 26^^ acres ; tract I, 26-^ . acres ; tract J, 28-j^ acres ; tract K, 26^^ acres ; aggre- gating 206 acres, more or less, said map being hereunto attached, marked " B,"and made apart of this agreement ; which last mentioned tracts are intended for the use of said Northern Pacific Railroad Company for station houses, depots, switches and so forth. It is further stipu- Trespass, lated and agreed that the United States will not permit the said Railroad Company, its employees or agents, to trespass upon an}- part of the lands of the Crow Indian Reservation not hereby relinquished; nor permit said Com- pany, its employees or agents, to cut any timber, wood or hay from the lands embraced in said reservation. " And it is further stipulated and agreed that the Sec- wagon roads, retary of the Interior, upon such terms as he may see fit to impose, may permit to be constructed, maintained and used within said Crow Indian Reservation wagon roads, not exceeding three in number, in addition to any estab- lished wagon roads which may now be in use therein ; the said three roads to connect with the line of said railroad at such points as the Secretary of the Interior may desig- nate ; all of which wagon roads shall be under the control of the Government of the United States. "In consideration for the lands hereby relinquished, amounting in the aggregate to 5,650 acres, more or less, and for the privileges herein granted, the United States stipulates and agrees to pay to the Crow tribe of Indians the sum of $25,000, to be deposited in the treasury of the 32 NORTHERN PACIFIC RAILROAD. United States to the credit of the said tribe of Indians, upon the ratification of this agreement by Congress, and the necessary appropriation made therefor, the sum afore- said to be expended for the benefit of said Indians in such manner as the Secretary of the Interior may direct ; the same to be in addition to any and all moneys to which the said Indians are entitled under the provisions of the treaty of May 7th, 18G8, hereinbefore mentioned. 16 Stat, 6*9. "All provisions of existing treaties with the Crow In- dians not affected by this agreement are to remain in full force and effect, and this agreement is to be subject to ratification by Congress. " Executed at Crow Agency, in the Territory of Mon- tana, this 22d day of August, Anno Domini 1881, as wit- ness the following signatures." Appropriation. g EC> 2. That for the purpose of carrying the provisions of this act into effect, the sum of $25,000 is hereby set aside, out of any moneys in the United States Treasury not otherwise appropriated, to be deposited in the United States Treasury to the credit of the Crow tribe of Indians, and to be expended for the benefit of said Indians in such manner as the Secretary of the Interior may direct. Eight of way. Sec. 3. That the right of way over the land relinquished by said agreement to the United States for the construc- tion of said Northern Pacific Railroad, and the use of the several parcels of land so relinquished intended to be vised for depots, stations, sidings and so forth, for said railroad, are hereby granted to said Northern Pacific Railroad Com- pany, its successors and assigns, for the uses and purposes in said agreement set forth; but the land, or any part thereof, relinquished to the United States by said agree- ment, shall not be used for railroad purposes by or for the said Northern Pacific Railroad Company, its succes- sors or assigns, except upon the condition precedent that the said Company, its successors or assigns, shall within . sixty days from the taking effect of this act pay to the Payment to the J a J- ^ united states. Treasurer of the United States said sum of $25, 000 hereby appropriated to be paid by the United States for the lands relinquished to the United States by said agreement, and shall within the same time tile with the Secretary of the INDIAN RESERVATIONS. 33 Interior its written acceptance of the conditions of this Acceptance . 1 filed with Secre- section; nor shall said land, or any part thereof, be con- tary of interior, tinued to be used for railroad purposes by or for said Northern Pacific Railroad Company, its successors or as- signs, except upon the further condition that said Com- pany, its successors or assigns, will pay any and all damages Damages, which the United States or said Indians, individually or in their tribal capacity, or any other Indians lawfully occupy- ing said reservation, may sustain by reason or on account of the act or acts of said Company, its successors or assigns, its agents or employees, or on account of fires originating by or in the construction or ppc-ration of said railroad, the damages in all cases to be recovered in any court of the Territory of Montana having jurisdiction of the amount claimed, upon suit or action instituted by the proper United States attorney in the name of the United States: Provided, That the said United States attorney p 10V iso. may accept such sum of money in satisfaction of any such injury or damages as in his discretion may be just; and if so accepted before suit or action is commenced, no suit or action shall be instituted, and if accepted after commence- ment of suit or action, the same shall be dismissed at the cost of said Company, its successors or assigns. Sec.. 4. That all moneys accepted or recovered under Moneys 'ac- the provisions of Section 3 of this act shall be covered ered tobe> e cov- into the treasury of the United States, and if accepted or Treasury? if for recovered on account of damages sustained by said Indians ited^to' crow as aforesaid, they shall be placed to the credit of saidX"*' ox< ''' 1, Indians in their tribal names, to be expended by the Sec- retary of the Interior for the benefit of said Indians in such manner as he may deem for their best interest, except in the case of an individual Indian, when the amount covered into the treasury shall be expended for his sole benefit. Approved July 10th, 1882. BY-LAWS. BY-LAWS In Force January 1st, 1883 STOCKHOLDER. 1. Annual meetings of the stockholders for the election of Directors and the transaction of business shall be held in the City of New York on the third Thursday in the month of September; and notice thereof shall be given by the Secretary, by publication once a week for four successive weeks prior to the meeting, in one of the prin- cipal newspapers published in the Cities of Boston, New York and Philadelphia. 2. Special meetings of the stockholders may be called by order of the Board of Directors, and shall be so called upon the written request, stating the purpose thereof, of the holders of record of one-fourth of all the stock. Notice of every special meeting shall be given by the Secretary, by publication at least twenty days previous thereto, in one of the principal newspapers published in said cities, and stating tbe time and place and object of the meeting. 3. Prior to each annual meeting the Board of Directors shall appoint, as Inspectors of Election, three stock- holders, not Directors, who shall conduct the election, be the judges of the qualifications of the voters, receive and count the votes, and determine therefrom the result. 4. On the day of the annual meeting tbe polls shall be opened at noon, and be kept open for one hour, or longer if the Inspectors of Election shall deem it expedient, but not longer than two hours in all. BY-LAWS. 30 5. All votes shall be by ballot ; and each share of stock shall entitle the holder thereof of record on the books of the Company to one vote, in person or by lawful proxy. 6. As soon as may be after the polls are closed, the Inspectors of election, or any two of them, shall make and subscribe a certificate of the result, which shall be entered in full on the record of the meeting ; and they shall notify the persons chosen of their election. 7. In case any person elected a Director shall not, within thirty days after the date of the notice of his elec- tion, signify his acceptance of the office, the Board of Directors may declare a vacancy thereof to exist or to have occurred. 8. Certificates of stock shall be issued to the stock- holders, and transfers thereof shall be made when required, subject to such rules and regulations as the Board of Directors may, from time to time, make and prescribe. All certificates of stock shall be first signed by the Treas- urer, and then by the President (or Vice-President, or by the Second Vice-President), who shall cause the seal of the Company to be thereto affixed. 9. Any person or persons applying for a certificate in lieu of one lost or destroyed, shall, in case of loss, adver- tise the same, at least once a week for four weeks, in one or more newspapers designated by the Secretary, de- scribing the certificate by its number and date, the num- ber of shares, and kind of stock preferred or common and the name of the person to whom issued. And in case of loss or destruction, he or they shall make and furnish an affidavit stating the facts and circumstances thereof, and describing as above the certificate lost or de- stroyed, accompanied (in case of loss) by a copy of the advertisement ; and also a bond of indemnity, with one or more sufficient sureties, in double the amount of the certificate, against any damage that may arise by reason of the issuing of a new certificate. Whereupon, the Board of Directors may order the issue, six months after the furnishing of said affidavit and bond, or sooner, at its dis- 36 NORTHERN PACIFIC RAILROAD. cretion, of a new certificate of like tenor with that alleged to be lost or destroyed, therein specifying that it is in lieu thereof. DIRECTORS. 10. The Board of Directors shall consist of thirteen members, who shall be stockholders of the Company and qualified to vote for Directors at the election at which they shall be chosen. The Directors chosen at the annual meeting shall hold their office for one year, and until others are chosen in their place and qualified. 11. At the first meeting of the Board, which shall be held as soon as may be after the election, the Directors shall elect, by ballot, from then- own number, a President and a Vice-President; and they shall also, at the same meeting, choose a Secretary and a Treasurer, neither of whom shall be a member of the Board. 12. Regular meetings of the Board of Directors shall be held on the third Thursday of every month. 13. Special meetings of the Board may be called by the President, to be held at any time, and at any place within the United States, and shall be called by him when- ever requested in writing by the Executive Committee, or by seven members of the Board. 14. The order of business at all meetings of the Board, except adjourned meetings, shall be as follows: 1st. Reading the Minutes of last meeting. 2d. Correspondence . 3d. Reports of Officers. 4th. Reports of Standing Committees. 5th. Reports of Special Committees. 6th. Unfinished Business. 7th. Original Resolutions and New Business. 15. In case a vacancy shall have occurred in the office of the President, Vice-President, Secretary or Treasurer, the Board of Directors shall fill the same as early as practicable. BY-LAWS. 37 16. The compensation of all officers of the Company shall be fixed by the Board of Directors from time to time. 17. The Company's office in the City of New York shall be kept open every day, except Sundays and legal holi- days, unless otherwise ordered by the Board of Directors or by the President. THE PRESIDENT AND VICE-PRESIDENT. 18. It shall be the duty of the President to preside at all meetings of the stockholders and of the Directors, and to preserve order and regulate discussion; but in his absence the Vice-President shall preside, and in the absence of both, a President ]yro tempore shall be appointed by the Board. 19. The President shall have and exercise the same power over all the affairs, departments and employees of the Company as is commonly exercised by presidents of similar corporations. He shall also supervise and direct the management of the lands of the Company, their dis- position and sale, and the means of their settlement. He shall have custody of all the official bonds of the Com- pany, and shall keep them as a special deposit, subject to the order of the Board. 20. The Vice-President, in the absence of the President or in case of a vacancy in his office, shall perform all the duties of the President, until he resumes them or until the vacancy is filled. He shall also perform such duties as the Board of Directors may, from time to time, assign to him; and when required by the President, he shall aid him in attending to and transacting the executive business of the Company. 21. All deeds of conveyance of the Company's lands, and all other instruments required to be executed by the Company itself, under its corporate seal, shall be signed by the President (or Vice-President, or by the Second Vice-President) for and in the name of the Company; and the seal of the Company shall be thereto affixed and 38 NORTHERN PACIFIC RAILROAD. attested by the Secretary; and the execution thereof shall be acknowledged by the President (or Vice- President, or by the Second Vice-President) as the act and deed of the Company, in such manner and form as may be required by law. OTHER EXECUTIVE OFFICERS. 22. The Board of Directors shall have power to choose a Second and a Third -Vice-President, who may or may not be members of the Board, and who shall perform such duties as may be assigned to thefti by the Board, by general rules, or from time to time; and they shall hold their office during the will and pleasure of the Board. COMMITTEES. 23. There shall be an Executive Committee and a Finance Committee, each consisting of the President and five other members of the Board; three members of each of said committees shall be a quorum thereof. The President shall be the Chairman of the Executive Com- mittee. 24. The Executive .Committee, when the Board is not in session, shall have, and may exercise, all the powers of the Board of Directors which can be lawfully delegated to or exercised by them; and they shall cause to be kept a full and accurate record of all their actions and proceed- ings, and submit the same, from time to time, to the Board. 25. The Finance Committee shall have charge of all questions of finance, accounts and claims. It shall be the duty of this Committee, from time to time, at their dis- cretion, and whenever directed by the Board, to audit and pass upon the accounts of the Treasurer, and to examine the Transfer Books of the Company; they shall report to the Board at every regular meeting, and at any special meeting, as occasion shall require. BY-LAWS. 39 26. All reports of committees, standing or special, shall be made to the Board in writing, signed by the Chairman, or by the member designated by the Committee to make the report. 27. All committees shall be appointed by the President, unless it be otherwise directed by the Board ; and the President shall, ex officio, be a member of all committees. A majority of the members of all committees, except the Executive Committee and the Finance Committee, shall be a quorum. THE SECRETARY. 28. It shall be the duty of the Secretary to attend all meetings of the Board of Directors and of the stockhold- ers, and record the minutes for their proceedings in suit- able books to be provided for that purpose, and of which he shall be the custodian. He shall give due and timely notice to the Directors of all regular and special meetings of the Board and of meetings of committees to the mem- bers thereof. He shall take charge of all reports, resolu- tions and papers after they shall be acted upon or sub- mitted to the Board, and also of all letters and papers per- taining to the affairs of the Company, except the official bonds. He shall be the custodian of the seal of the Com- pany, and it shall be his duty to affix the same to all such instruments as the Board or the President may direct. In the absence of the Secretary, the Board may appoint a Secretary pro tern., to make the record of their proceed- ings, and to perform such other duties as pertain to the office. THE TREASURER. 29. It shall be the duty of the Treasurer, either in per- son or through competent and faithful assistants, cashiers or disbursing officers, to receive and disburse, under the direction of the Board, all moneys belonging or coming to the Company ; to keep regular and systematic and just and true accounts of all receipts and disbursements, and to make, when required, detailed reports of the same. 40 NORTHERN PACIFIC RAILROAD. He shall be the Registrar of the transfer of stock, and shall keep the account of the stock issued, registered and transferred, in such manner and under such regulations as may, from time to time, be prescribed by the Finance Committee or by the Board. 30. The moneys and securities of the Company shall be kept in such bank or banks, or other depository or depositories, as the Finance Committee or the Board may from time to time direct. 31. No payment shall be made except upon a sufficient voucher, duly certified or approved by the proper officer. 32. The Treasurer, and all other officers and agents who shall receive or disburse moneys, or have custody of moneys or securities, shall give bonds with sureties approved by the Executive Committee for the faithful dis- charge of their duties, and for the safe keeping and due delivery of the moneys, securities and other property of the Company committed to them or that shall come to their hands. AMENDMENTS. 33. These By-laws may be repealed in whole or in part, or altered or amended, at any meeting of the Board, by an affirmative vote of not less than eight members. BOARD AND COMMITTEE PROCEEDINGS. 42 NORTHERN PACIFIC RAILROAD. sylvania, 1; Connecticut, 1; New Hampshire, 1; Minne- sota, 1; Illinois, 1; Kansas, 1; Michigan. 3; Missouri, 2; District of Columbia, 2. On motion of S. C. Fessenden, of Maine, Messrs. Fessenden, J. H. Lathrop, of Washington, and P. Reed, of New York, were appointed a committee to ascertain whether the meeting was legally called who subse- quently reported that it was called in accordance with the requirements of the Charter, and the report was accepted. Election of of- On motion of John Newell, of Boston, the meeting then fleers * proceeded to the choice of permanent officers; Messrs. W. H. Jerome, of Michigan, and Cyrus Aldrich, of Minne- sota, being appointed tellers. The tellers subsequently reported that the whole number of ballots cast was thirty-three; all of which were for the following officers: For President, Josiah Perhani; Vice-President, Willard Sears; Secretary, Abiel Abbott; Treasurer, I. S. Witbington. Mr. Perham, on taking the chair, delivered an address. On motion of Mr. Trowbridge, of Michigan, it was Subscription Resolved, that the officers of this Board, elected this day, lie. and they are hereby instructed, to open books, or cause hooks to he opened, within ninety days from this date, in the cities of Boston, Mass.. and Portland, Me., to receive subscriptions to the capital stock of the Northern Pacific Railroad Company and a cash payment often per centum on such subscriptions, and to receipt therefor. A committee consisting of Messrs. Sears, of Massachu- setts, Reed, of New York, Gilbert, of Michigan, Wlrit- takcr, of Connecticut, Toy, of Penn., was appointed to consider the necessity of requiring a bond from the Treasurer and fixing the amount, reported that the Treasurer be required to give a bond satisfactory to the other officers of the Board in the sum of one hundred thousand dollars, for the faithful performance of the duties of his office, to be filed with the Secretary of the Board. On motion of S. C. Fessenden, of Maine, the conven- tion was then adjourned dne die. ROAR!) OF COMMISSIONERS. 43 PROCEEDINGS OF THE OFFICERS OF THE BOARD. In obedience to the instructions of the Board of Com- missioners of the Northern Pacific Railroad Company, given at their meeting at Melodeon Hall in Boston, on September 1st, 1864, and in compliance with the act of Congress of July 2d, 18(54, creating said Company, the President, Vice-President, Secretary and Treasurer of said Board caused books to be opened in the cities of Boston, Massachusetts, and Portland, Maine, in accord- ance with notice previously published, and the same re- mained open until the sum of twenty thousand dollars of r J Stock sub- tile capital stock of said Company and upwards were scribed as re- 7, , ,,-. i ii i quired bv Cliar- subscribed, and ten dollars per share actually paid in, as ter. will appear from the following certificate: To Josiah Perham, President, and Abi'el Abbott, Secretary of the Board of Commissioners of the Northern Pacific Bail- road Company: Gentlemen : The undersigned, I. S. Withington, Treas- urer of the Board of Commissioners of the Northern Pacific Railroad Company, hereby certifies that twenty T ^ g ^ te . f thousand shares of the capital stock of the Northern $2,000,000 stock . Pacific Railroad Company have been subscribed for, and ten dollars on each share actually paid to me as Treasurer of said Board of Commissioners. Boston, November 15th, 1864. I. S. WITHINGTON, Treasurer. Whereupon the President and Secretary of said Board of Commissioners appointed the sixth day of December, 1864, at No. 22 Merchants' Exchange Building, in the City of Boston, as the time and place for the first meet- ing of subscribers to the capital stock of said Company, and caused the following notice thereof to be published in Portland, Maine, and Boston, Massachusetts, for fifteen days previous to the day of said meeting, to wit: NOTICE. To the subscribers of the Capital Stock of the Northern Pacific Railroad Company : We, the undersigned, the President and the Secretary 44 NORTHERN PACIFIC RAILROAD. of the Board of Commissioners of the Northern Pacific Railroad Company, in pursuance of the directions given Notice for first i n the act of incorporation, hereby give notice to the election of Di- x ^ rectors. subscribers to the capital stock of said Company, that we appoint Tuesday, the sixth day of December next, at ten o'clock in the forenoon, and the room numbered twenty- two (22) in the Merchants' Exchange Building, on State Street, City of Boston, Mass., as the time and place for the first meeting of said subscribers, for the purpose of elect- ing thirteen Directors for said corporation, and transact- ing any other business that may legally come before them. Boston, November 15th, 1864. JOSIAH PERHAM, President. ABIEL ABBOTT, Secretary. -:o:- MEETING OF SUBSCRIBERS. Pursuant to the foregoing notice, the subscribers to the stock of said Company met at Room No. 22, at the Mer- chants' Exchange Building, in Boston, on Tuesday, the 6th day of December, 1864, and organized by the choice of Kiah B. Sewall, Esq., as Chairman, and Abiel Abbott, Esq., as Secretary, and then adjourned to the same place on Wednesday, the 7th December, 1864, 10 A. M., at which time and place the said subscribers re-assembled pursuant to adjournment, and on motion proceeded to ballot for Directors. The President and Secretary of the Board of Commis- sioners acting as tellers, reported the whole number of shares entitled to vote 20,075, and the total number of votes cast 20,073, all for the following named gentlemen : First Directors. Josiah Perham, I. S. Withington, A. W. Banfield, Philander Reed, Ogden Hall, Kiah B. Sewall, Willard Sears, Abiel Abbott, Nathaniel Greene, Jr., P. J. Forris- tall, John A. Bass, James M. Beckett, and Oliver Frost. Whereupon the same were declared duly elected Directors of said Company. BOARD OF COMMISSIONERS. 45 On motion of Mr. Abbott the following resolutions were then adopted : Resolved, that the inspectors notify each member elected to meet at the otlice of the Company in the City of Boston, at three o'clock this afternoon (December 7th) for the purpose of organizing the Board of Directors and the transacting of business, and that the inspector- al the same time make and deliver a certificate, under their hands, of the names of the Directors elected at this meeting. Resolved, that the Directors chosen at the meeting be and they Directors to are hereby authorized to pay, or cause to be paid, the costs and ex-i"^. 008 * of **" J * - * taming Charter, penses in time and money incurred in obtaining the Company's grant or Charter. Resolved, that the seal used by the officers of the Board of Com- Seal of Com missioners be the seal of the Company until changed by the Board of pany. Directors, whicli they are authorized to do at any time. A DIGEST OF THE PROCEEDINGS BOARD of directors and the executive committee NORTHERN PACIFIC RAILROAD COMPANY. BOARD OF DIRECTORS. 1864. lirst meeting. December 7th, 1864. The first meeting of the Board was held at the office of the Company, 22 Merchants' Exchange, Boston, December 7th, 1804. Kiah B. Sewall was temporary Chairman and Abiel Abbott temporary Secretary, rirst Board of The Inspectors of the election of Directors reported that at a meeting of the subscribers to the capital stock, held December 7th, the whole number of votes cast was 20,073, and that the following gentlemen were chosen Directors by a unanimous vote : Josiah Perham, AVillard Sears, J. S. Withington, Abiel Abbott, A. W. Banfield, Nathaniel Greene, Jr., Philander Reed, Philander J. Forristall, Ogden Hall, John A. Hass, Kiah B. Sewall, James M. Beckett, Oliver Frost. officers elected. The following officers were elected : President, Josiah Perham. Vice-President, Philander Reed. Treasurer, J. S. Withington. Secretary, Charees S. Perham. u?er n tnd f s^rt Vote(L That fche Treasurer be required to give bonds tar >- to the amount of $50,000, and the Secretary to the amount BOATIJD ()F DIBECTOBS. 47 of $10,000, for the faithful performance of their duties, 1 64 - said bonds to be approved by the Board. Voted. That the Treasurer of the Board of Commis- Bo n? r Z,m- sioners be instructed to deliver to the Treasurer of the Sankedand rV! Board of Directors the books and other property of the Jj?^* 1 from lia " Company in his hands, that a vote of thanks be presented to him, and that the President be authorized to discharge him from further liability on his bond. The following resolutions, adopted at the stockholders' meeting, were approved and adopted by the Board: Resolved, that the Directors be authorized to pay the ta 2 aJjJrt^ , jJ| costs and expenses, in time and money, incurred in be P aid - obtaining the Company's grant or charter. Resolved, that the Directors be instructed to make no . calls <>n exit- ing subscribers further call upon existing subscribers to the capital stock to capital stock. until at least 100,000 shares of the capital stock are sub- scribed for, and ten dollars per share actuaUy paid into the treasury ; and further, that calls, when made, shall not exceed ten per cent, at any one call, and that a notice shall be mailed to each subscriber whose residence is known, in addition to the notice required by the Charter, before such calls shall become due and payable, and that calls shall not be made oftener than once in six months. Resolved, That the seal used by the officers of the Board s^ 1 *>pted. of Commissioners be the seal of the Company until changed by the Board of Directors, which they are authorized to do at any time. Voted. That the Treasurer be authorized to receive Newsubscrip- subscriptions to the capital stock of the Company and give receipts therefor in a similar manner to those heretofore given by the Treasurer of the Board of Com- missioners, with such change therein only as shall be deemed necessary by him. December 8th. The resignations of Messrs. Forristall George Briggs and Bass were offered and accepted, and George Briggs, m. sweat chosen of New York, and Lorenzo D. M. Sweat, of Maine, were elected to till the vacancies in the Board. 48 NORTHERN PACIFIC RAILBOAD, 1864. George Briggs Greorge Briggs was elected Vice-President, in place of president, vice Philander Reed, resigned. Reed. Treasurer's J. S. Withington, Treasurer of the Board of Commis- sioners, presented an amended report showing : receipts, $200,750, cash paid out, $207.62 ; amount transferred to credit Northern Pacific Railroad Company, $200,452.38. The report was adopted. stock sub- December 15th. The President was authorized by res- scription books i ,. r_i i -, r t to be opened, olution to cause books to be opened ior subscriptions to the capital stock of the Northern Pacific Railroad Com- pany, in such places as in his judgment may be deemed most beneficial. charter ac- The following resolution was adopted : Resolved, that the Act of Congress of the United States entitled " An Act granting lands to aid in the construc- tion of a railroad and telegraph line from Lake Superior to Puget Sound, on the Pacific Coast, by the Northern route," approved the 2d day of July, 1864, be and the same is hereby accepted by the " Northern Pacific Rail- way Company" therein named, upon the terms, con- ditions and impositions in the said act set forth ; and that the President of said Company cause this accept- ance, duly signified in writing under the corporate seal, and in pursuance of this resolution, to be served upon the President of the United States in accordance with the re- quirements of the twelfth section of said act. 1865. ^ Letter to Pres- January 7th, 1865. The President presented a copy of united states. e a letter sent by him to the President of the United. States in accordance with the foregoing resolution, with the reply of the Secretary of the Interior, J. P. Usher, ac- knowledging its receipt, and stating that President Lincoln had endorsed the letter as follows : " This notice served on me to-day by copy. A. Lincoln, December 29th, 1864." By-laws adopted January IIth. Mr. Sewall, from a Committee on By- laws, reported a code of By-laws, which, after some amendments, was adopted. (Directors Record, Vol. L, p. 14.) BOARD OF DIRECTORS. 49 The following preamble and resolutions were adopted: 1865. The Directors of the Northern Pacific Railroad Com- _ Pollc y of the Company. pany hereby announce as their policy in the manage- ment of its affairs the issuance of an interest-bearing stock; provision for payment of the interest; preference of stockholders as employees; the location of settlers and laborers upon the line of the road; provision for debts be- fore incurring them; and the pledge and appropriation of the lands of the Company, whenever available, and so far as may be necessary, to its contracts and obligations. And, in order to carry out this policy, they do declare and resolve as follows, to wit: 1. That certificates for shares of the capital stock of interest-bear- l . , ing stock. the Company, paid up in full, may be issued, bearing in- terest at the rate of six per cent, per annum from their date, payable the 15th day of January, 1866, and semi- annually on the 15th days of July and January thereafter, until the 15th day of January, 1875; after which interest thereon shall cease, and thenceforth the dividends on stock shall depend upon the earnings of the Company; provided, however, that the whole number of shares thus to be issued shall not exceed 250,000 until the further orders of the Board. 2. That upon the payment in full of the balance still unpaid upon the stock already subscribed, or any integral shares of it, and the surrender of the certificates, the holders thereof, their attorneys or assigns, shall be entitled to new certificates of interest-bearing stock to the extent of such payment, as provided in the foregoing resolution. 3. That the moneys arising from the sale of the capital fu ^ M ^ e a * stock above authorized, except so far as may be necessary eminent Bonds for the current expenses and contracts of the Company, shall, as they accrue, at least to the extent of eighty-three and one-half per cent, of such moneys, be invested, under the direction of the Executive Committee, in United States Government securities bearing interest; there to remain at interest until required for the purpose of meeting the engagements of the Company; and the interest accruing from such Government securities is hereby appropriated to the payment of the interest upon the stock. And pro- vided, further, that at least fifty per cent, of the proceeds 4 50 NORTHERN PACIFIC RAILROAD. 1865 . of all such stock in such Government securities be depos- ited as it accrues in some Government or other safe depository or depositories, as a permanent security for the payment of said interest. Salaried offl- 4. That all salaried officers of the Company shall be se- hoiders. lected from those who are stockholders; and persons who are stockholders, other things being equal, shall have the preference as employees of the Company, in whatever capacity they may be employed. fr m^r 313 ^ 011 *>. That appropriate measures be taken to induce immi- gration from Europe, in order to locate settlers and laborers upon the line of the road, and also to induce foreign capitalists to become subscribers to the stock. No debts with- 6. That no contract on behalf of the Company for any pay. mear large amount shall be entered into without first making adequate provision for its payment. lands "appropri^ 7. That the lands of the Company be held as a security bmtiel . pay lia " f r the payment of the debts of the Company, including the interest on the dock, and be appropriated for that pur- pose, either by way of mortgage or sale, whenever and to whatever extent it may be necessary, after the line of said road shall be definitely fixed, and a plot of them filed in the office of the Commissioner of the General Land Office in Washington, subject only to such conditions and reser- vations as the Board of Directors may prescribe. Establishment 8. That the Executive Committee be, and the same is, hereby authorized to adopt such measures and establish such agencies for the disposal of the capital stock of the Company, and for the encouragement of immigration, in accordance with the foregoing resolutions, as may be deemed necessary and for the best interests of the Com- pany. Gauge of road. 9. That the Executive Committee be, and is, hereby au- thorized to examine and to report at some future meeting of the Board upon the subject of railroad gauges, and as to the best one to be adopted for this road; and also to inquire and report as to a suitable person to be employed as Chief Engineer. Telegraph line. jo. That the Executive Committee be, and is, hereby authorized to receive propositions for building the tele- graph line, or any part of it, authorized by the Charter, BOARD OF DIRECTORS. 51 and to enter into contract in regard to the same, upon 1865 . such terms and conditions as may be deemed for the in- terest of the Company, subject to the approval of the Board. Government guarantee of in- Resdved, That the President of the Company be, and he is, hereby authorized to take such measures as may be ferest proper, to obtain from the United States an act guaran- teeing the payment of the interest on the stock to be issued by the Company, or such other aid as Congress may see fit to grant. A resolution was adopted fixing the salaries of the salaries of Officers. officers of the Company as follows : President, $8,000 ; Treasurer, $5,000 ; Secretary, $3,500. January 12th. Samuel C. Fessenden, of Maine, was J^n ^ho^en elected a Director, in place of I. S. Withington, resigned. ^^ Qi vice The following gentlemen were elected members of the Executive Executive Committee : George Briggs, Samuel C. chosen. Fessenden, Kiah B. Sewall and Philander Keed. January 13th. A resolution was adopted creating a C1 9f m s mittee on committee to report on claims for costs and expenses in time and money of obtaining the Charter of the Com- pany ; also on all other claims against the Company. The following gentlemen were appointed as the com- mittee : Messrs. Sewall, Sears, and the President. May 18th. A resolution was adopted authorizing the Fifty thousand A . shares of stock sale of not to exceed fifty thousand shares of the capital to be issued, stock, of a prescribed form. (Directors' Record, Vol. I., p. 31.) May 19th. A resolution was adopted authorizing the $25,000 appro- 1 priated for a Treasurer to pay orders of the President to the amount survey. of $25,000 for expenses of commencing a survey of a route for the road; and also to pay all debts or demands against the Company, approved by the President, with stock of the Company at the par value thereof. A resolution was adopted authorizing the payment of Commission to twenty-five per cent, commission to the agents appointed by the Executive Committee to sell stock. 52 NORTHERN PACIFIC RAILROAD. 1865. interest on November 7th. The Board met at No. 57 Broadway, 50,000 shares J authorized May New York, the new office of the Company. A form of 18th, 18G5. - endorsement was adopted for the stock certificates authorized May 18th, 1865, reading that the stock shall bear interest at the rate of six per cent, from date, payable July 15th, 1867, and semi-annually thereafter till January 15th, 1875, after which the interest shall cease and the dividends depend upon the receipts of the Company, on the same basis as the other stock ; also that this stock shall be receivable for any land the Company may have for sale. howere^ "meet November 8th. A resolution was adopted declaring ings declared in- null and void all stockholders' meetings held without valid. to proper call or advertisement since the adoption of the By- laws, January 11th, 1865, as in contravention of the Charter. Wiiiard Sears Willard Sears was elected a Director, in place of Kiah elected ' mrec- B. Sewall, deceased. F. W. Emery was elected a Director, in place of A. W. Banfield, resigned. Amos g. Haii December 5th. Amos G. Hall was elected a Director, elected Director. . , - / - vl . _, in place of Oliver Frost, resigned. company's of- December 6th. It was formally ordered by the Board that the Company's office should be Booms 13 and 14, No. 57 Broadway, New York City, until otherwise ordered. wm. s. Row- The Board sanctioned the President's appointment of ment. Wm. S. Rowland as confidential representative of the Company. The Treasurer was directed not to issue any more of the Company's stock until the further orders of the Board. December 12th. A special meeting was held at No. 22 Merchants' Exchange, Boston. special com- Messrs. Briggs, Sears and Fessenden were appointed a nnttee appoint- " . r * ed. committee to confer with certain persons in Boston rela- tive to placing the affairs and management of the Com- pany upon a more solid and permanent financial basis, in order to ensure the speedy construction of the road. interest-bear- At an evening meeting the same day, held at the lng stock to be -r, , TT . . . , , , issued. .f arker House, a resolution was adopted authorizing the BOAED OF DIRECTORS. 53 President, Treasurer and Secretary to issue and sell in- 1865. terest-bearing stock at the par value in cash. December 13th. The following resolutions were adopted : Resolved, that in consideration of the faith of certain Proposition to certain Boston gentlemen of Boston, with whom our Committee have parties. been in conference, being pledged to use their influence to their utmost to secure subscriptions to the stock of the Northern Pacific Railroad to the amount of $150,000, and to the acknowledgment of the issue of $600,000 worth of stock, whenever said subscribers, or any of them, shall become Directors in said Northern Pacific Railroad, we, the Directors of said Northern Pacific Railroad, do agree, whenever said gentlemen shall affirm their readiness to subscribe to said stock, to resign in our Board of Directors to the number of eleven or twelve Directors of the Northern Pacific Railroad to the aforesaid gentlemen of Boston. Resolved, that a committee of three be appointed to Proposed trans- o n -i-. ii . fer of franchise. confer with parties in Boston or elsewhere for negotiat- ing the transfer of the control of the franchise of the Company. Messrs. Briggs, Sears and Emery were appointed such committee, and the President was added. The committee reported the same day that they had conditions of conferred with the committee from the Boston capitalists, to. and that the conditions of the transfer of the control of the Company had been agreed to. December 14th. At a meeting of the Board held at $750,000 of . . stock issued to the Parker House, Boston, the Committee on Claims pre- pay claims, sented a report, and the following resolution was adopted: Resolved, that the President, Secretary and Treasurer be authorized and directed to issue, under date of Sep- tember 6th, 1865, certificates of stock, interest bearing, of this Company, not exceeding $750,000, including that already issued, in discharge of claims which have been allowed against the Company, and the report of the Com- mittee on Claims, a copy of which shall be placed in the 54 NORTHERN PACIFIC RAILROAD. 1865 hands of the Treasurer, shall be full authority to him for the issue of said stock. Hamilton a. Hamilton A. Hill, of Boston, was elected a Director in Hill elected Di- ' rector, vice place of B. S. Adams, resigned. December 15th. The following resolution was adopted: Resolved, that if, on a more thorough examination, it shall appear that there is still remaining a sum not exceeding $3,500 not provided for in the Report of the Committee on Claims, or otherwise, that amount shall be assessed on the Directors of this Board, to be paid in stock, in proportion to the amount of stock and money which has been awarded to them by the Committee on Claims. expenditure& nd Decembeb 21st. A report on receipts arid expenditures was made by a committee, showing that $801,000 had been received, of which $600,000 was from new stock subscrip- tions. The expenditures were $801,427.G2, including $200,000 paid to J. Perham, " committee on account of appropriation," and $596,700 for claims approved by Committee on Claims. 1866 . January 5th, 1866. The Board met at the Parker House, Boston. eijTSctorsf The resignations of F. W. Manson, Nathaniel Greene, fdltVndvice-J 1 *-. Willard Sears, Abiel Abbott, F. W. Emery, Ogden President. Hall, James M. Beckett and Josiah Perham, as Directors of the Company, were tendered and accepted. Also the resignations of Josiah Perham as President and George Briggs as Vice-President, l N ted Directors ^^ e f now i n g gentlemen were chosen Directors to fill the vacancies : John Gregory Smith, of Vermont. George Stark, of New Hampshire. Onslow Stearns, of New Hampshire. Frank Fuller, of New York. Benjamin P. Cheney, of Massachusetts. George H. Gordon, of Massachusetts. James C. Converse, of Massachusetts. William S. Rowland, of New York. BOARD OF DIBECTOBS. 65 1866. John Gregory Smith was elected President of the Com- New officers pany and Frank Fuller Vice-President. January 16th. The Board met at No. 5 State Street, Boston. A new Executive Committee was appointed, composed New Executive * x Committee. of Messrs. Hill, Converse, Stearns and Stark. An assessment of ninety per cent, upon all stock sub- Ninety per . n _ cent, assessment scriptions was ordered. January 17th. Numerous amendments were made to Amended By- the By-laws. (Director* Record, Vol. I., pp. 70-78.) A resolution was adopted appointing William S. wm. s. Row- Rowland a Commissioner to represent the interests of the commissioner. Company at Washington and elsewhere, under the in- structions of the Executive Committee. January 31st. R. D. Rice, of Maine, was chosen & T wtm, viceVeii- Director, in place of Samuel C. Fessenden, resigned. eenden. Charles S. Perham resigned as Secretary and Hamilton a. Hamilton A. Hill as Director. Mr. Hill was then fice'perhani/ 7 ' chosen Secretary. E. S. Tobey, of Boston, was chosen a Director, in place e. s. Tobey, of Hamilton A. Hill. mil. September 13th. William S. Rowland resigned as Geo. e. Rich- Director and George E. Richardson was elected in histor^vice Bow- place. Wd - September 25th. Edward S. Tobey having declined Joseph ciarke, Director, vice to serve as Director, Joseph Clarke, of Vermont, was Tobey. chosen in his place. Frank Fuller resigned as Vice-President and Phineas Phineas s. Fisk, Vice-Presi- S. Fisk was elected for the unexpired term. dent, vice Fuller A resolution was adopted constituting the President President con- ,, ,. . . II .., ii-ii i stituted General General Agent oi the Company, with authority to make Agent. contracts and do such things as may be done by the Executive Committee, providing that no contract involv- ing the sum of more than two thousand dollars shall be binding unless approved by two Directors. December 4th. The Board met at the Revere House, Boston. 56 NORTHERN PACIFIC RAILROAD. 1866. Josiah Per- The President stated that Josiah Perham made a claim barn's claim. upon the Company for $370,000 in addition to the sum of $130,000 awarded him by the Committee on Claims, and offered to submit his claim to arbitration, naming Messrs. Smith, Stark and Stearns, of the Board, as referees. Mr. Perham's propositon was accepted by the Board. T 9 ei : t , ifi . cates Voted. That Mr. Beed be a committee to ascertain what of Indebtedness authorized. amounts are outstanding against the Company, and that upon his report the Treasurer shall issue certificates of indebtedness, payable when the Company shall be in funds. nces mpany ' 8 f ^ n arran g em ent for relinquishing the offices of the Company at 57 Broadway, New York, was ratified. 1867. Changes in the May 16th, 1867. The following changes were made in the Board of Directors to fill vacancies caused by resigna- tions : Wm, B. Ogden, of Chicago, in place of George H. Gordon. J. Edgar Thompson, of Philadelphia, in place of Joseph Clarke. George W. Cass, of Pittsburgh, in place of George Briggs. Robert H. Berdell, of New York, in place of George C. Richardson. Thomas H. Canfield, of Vermont, in place of P. S. Fisk. Wm. G. Fargo, of Buffalo, in place of George Stark. May 23d. Board met at the office of the Erie Railway Company, New York. Edwin F.John- Resolutions were adopted appointing Edwin F. John- chlef K^gtae^ son Chief Engineer, and ordering him, under direction of makeTurveys. 10 ^ e President, to commence surveys and locate a line be- tween Lake Superior and the Red River of the North ; also to explore the western end of Lake Superior, with a view to the location of the Eastern terminus of the road. Also, further, to locate the line from Portland towards Lake Pend d'Oreille, to make a reconnoissance of the country between the waters connected with the Straits of Juan de Fuca and the Columbia River, and extending thence eastwardly towards the- eastern base of the Rocky BOARD OF DIRECTORS. 57 Mountains, including the measurement of the practicable 1867. passes in the Cascade Range, and to report the result of such surveys on or before the 15th of November next. A committee, composed of the President, A. H. Barney, ^ on l I Si"^ ul to r * collect $25,000. A. S. Diven and Thos. H. Canfield, was appointed to collect $25,000 to pay the expenses of the surveys and to defray the incidental expensas of the Company. Thos. H. Canfield was appointed General Agent in a Thos. h. Out. 11 _ field. General New York to collect assessments, make disbursements and Agent, attend generally to the business of the Company, under the authority of the President and the Executive Committee. December 4th. A resolution was adopted authorizing Exchange of 1 . $(>00,000 stock the Treasurer to enter into an agreement with the for bonds, holders of fully paid up stock amounting nominally to $000,000, to transfer to them first mortgage bonds, when authorized to issue such bonds by Congress, to an amount not exceeding twenty-five per cent, of said stock, and that the Treasurer hold the stock for the benefit of the parties interested therein. An Executive Committee, consisting of the President, Executive and Messrs. Ogden, Thompson, Cass, Fargo, Rice and ommittee - Stearns, was appointed. The Executive Committee was charged by resolution p rop osed with the duty of presenting a proposed amendment of c ^te ent f the Charter of the Company to Congress, authorizing the issue of bonds, and to raise such sums of money as might be necessary to meet the incidental expenses connected therewith. The report of Mr. Johnson, Chief Engineer, was ac- Chief Engi . cepted, and 2,000 copies, with a map, ordered to be neer ' 8 ^p 01 *- printed. February 13th, 18G8. The Board met at 57 Broadway, is 68. New York. Alexander S. Diven was elected a Director, in place of Di * ect o' r D vTce Robt. H. Berdell, resigned. Berdeii. ' An additional sum of $25,000 was appropriated to- a 25 - 000 for ri ' surveys. wards paying the expenses of the surveys. The Trea- surer was authorized to issue seven per cent, demand 68 NORTHERN PACIFIC RAILROAD. 1868 , notes for money furnished for prosecuting the survey and other expenses. $5,000,000 of A preamble and resolution were adopted to the effect Certificates au- * * thorized. that whereas the Company was required by its Charter to commence construction before July 2d, 1868, the Presi- dent and Treasurer be authorized to issue certificates to an amount not exceeding five millions of dollars, said certificates to be converted into first mortgage bonds at par whenever Congress should authorize the Company to create a first mortgage on its road and franchises. Bradley Bar- Bradley Barlow was appointed Register to countersign low appointed , v ** Register. the certificates. Loan of $102,- The Treasurer was authorized to issue $102,000 in seven per cent, notes $30,000 in cash, and the rest from time to time. foftwo"^ 88 [Note. There is no record of any meetings of the Board of Directors for the period of two years from February 23d, 1868, to February 2d, 1870. No annual meetings of stockholders were held and there were no elections of Directors. The Charter was amended by Congress in 1869 and 1870 so as to extend the time for beginning the construction of the road and completing the same, and to authorize the creation of a mortgage on the property and franchises of the Company. This legislation put new life into the Company.] 1870. February 2d, 1870. The Board met at the office of the American Merchants' Union Express Company, 110 Broadway, New York. contract with A resolution was adopted ratifying a contract made by raUffed ke&C ' the Executive Committee with Jay Cooke & Co., Bankers, of Philadelphia, May 20th, 1869, and modified January 1st, 1870, and authorizing the President to execute the bond and mortgage provided for in said contract and to appoint trustees for the same. hower^ 1 meet- ^ P ream hle and resolution were adopted setting forth ing called. thnt no election of Directors had been held on the first Monday in December, 1867, as required by the By-laws, and none since that date, and appointing the second HOARD OF DIRECTORS. 59 Wednesday in March, 1870, for a meeting of the stock- 1870 holders to elect Directors. A preamble and resolution were adopted reciting the ^j^ 1 8tock action of the Board January 16th, 1866, levying an assess- ment of ninety per cent, on all stock then subscribed, stating that said assessment was in no instance paid, and declaring said stock forfeited without condition of re- demption. The following is a list of this stock and the holders thereof : Abiel Abbott 800 shares. Cyrus Aldrich 2,000 " A. W. Banfield 200 " John A. Bass 1 " Jas. M. Beckett 1 " Charles Boughten 2,050 " George Briggs 100 " Wm. L. Cavenaugh 100 ' D. W. C. Clarke 100 " S. C. Fessenden 4,000 " P. J. FORRISTALL 200 " ( )liver Frost 1 " Nathaniel Greene, Jr 5 " John Hancock 1 " J. F. Howett 100 " J. H.Hersey 100 " Ogden Hall 1 " N.G.King 1,000 " A. C. King 500 " J. W. Moore 100 " C. S. Perham 1 " Josiah Perham 10 li Joseph Perham I " J.H.Pope 500 " Philander Reed 2,000 " Willard Sears 2,100 " L. D. M. Sweat 1 " K. B. Sevvall 1 " J. S. Sewall 1 " John Toy 2,000 " E. H. Toy 100 " J. S. Withington 2,000 20,075 shares. A resolution was adopted directing the Executive Com- Location and mittee to locate the line of the Northern Pacific Railroad, begin. and to cause the lands granted by Congress to be with- 60 NORTHERN PACIFIC RAILROAD. 1870 , drawn ; and also to proceed with actual construction as rapidly as the finances of the Company would permit. Supplies for March 8th. The President was directed to provide construction, -r ~ such supplies for the construction of the portion of the Northern Pacific Eailroad between the Dalles and Otter Tail Lake as would be required prior to July 1st, '1870. Committee to A committee of three was appointed with power to settle claims of . A x x Directors and settle the claims of the Directors and officers for services Officers and expenses up to this date, and the Treasurer was authorized to pay certificates given by the committee to the claimants. eiected. ectors March 9th. The following Directors were elected at the stockholders' meeting held at 113 Broadway, March 9th: J. Gregory Smith, Benjamin P. Cheney, Richard D. Rice, William Windom, Thomas H. Canfield, James Stinson, George W. Cass, Samuel M Felton, Wm. G. Fargo, Chas. B. Wright, Frederick Billings. officers elected. The Di rec tors met the same day and elected the follow- ing officers : President, J. Gregory Smith. Vice-President, R. D. Rice. Treasurer, A. H. Barney. Secretary, Samuel Wilkeson. commuted ^ Tue President appointed as Executive Committee pointed. Messrs. Rice, Ogden, Cass, Fargo, Windom and Felton, the President being ex officio a member. committee* 1 ^ March IOth. The By-laws were so amended as to creased to eight. makethe Executive Committee consist of eight members, instead of seven, and C. B. Wright was appointed the ad- ditional member, chi'ca'go Tnd A contract between Jay Cooke & Co. and the Chicago RaiiroadCo! ern and North-western Railroad Co. was adopted, and the President directed to carry it out. EXECUTIVE COMMITTEE. 61 1870. A resolution of the Western Land Association, of Min- Contract with nesota, was referred to the Executive Committee, with Association, full power to carry out the terms of the contract between Jay Cooke & Co. and this Company. The President was authorized to sign and execute the Execution of mortgage or- Company's mortgage, when the same should be approved dered. by the Executive Committee, and attach the Company's seal to it. The Committee authorized to negotiate with the holders Negotiations for purchase of of the outstanding $600,000 of six per cent, stock for the $600,000 stock sale of the same, reported progress. The Board author- Certificates 'of , ., ... . , ., . - Indebtedness ized the committee to make the payments agreed upon, approved. to endeavor to buy up the remaining stock, and also to negotiate for the purchase and retirement of the $100,000 outstanding certificates of indebtedness. The Executive Committee was instructed to survey and Survey of main " line and branch locate, as soon as practicable, the main line and the on Pacific coast, branch on the Pacific Coast. The President was directed to advertise for proposals for construction work on the line from the crossing of the Lake Superior and Mississippi Kiver Kailroad to the Red River. The President was authorized to secure offices for the offices in New York. use of the Company in New York City, and execute the lease thereof. EXECUTIVE COMMITTEE. April 6th. An agreement between the Western A 8 '? 6 ,? 11 * with the West- Land Association, the Western Transportation and Min- ern Land asso- x nation and the ing Company and the Northern Pacific Railroad Companv western Mining , . ar >d Transporta- in relation to a terminus at Rice's or Minnesota Point, since tion Co. known as Duluth, was considered, and after amendment, was finally approved. This agreement (Ex. Com. Record, Vol. I., pp. 2-5) definitely fixed the eastern terminus of the Northern Pacific Railroad at Duluth ; provided for a con- nection with the Lake Superior and Mississippi River Rail- road Company's road at the Dalles of the St. Louis, and for the joint use of the latter Company's line from the Dalles 62 NORTHERN PACIFIC RAILROAD. 18 70 . to Duluth ; it also gave the Northern Pacific Company lands at the Dalles, Duluth and other points between those places for depot purposes, etc., and the right of way across all lands owned by the Western Land Association, contract to The committee adopted a resolution in favor of a con- graph lines. tract with the Western Union and North-western Tele- graph Companies for the construction of lines along the Company's road, one-third of the expense to be borne by the railroad, and two-thirds by the telegraph companies, the railroad company to have the use of the lines for its business free of charge. committee to April 7th. Messrs. Rice, Cass and Ogden were ap- pacmc coast, pointed a committee to proceed to the Pacific coast, and cate towivsites" locate the main line and branch between the Columbia River and Puget Sound, to locate sites for termini and city sites, to purchase all lands necessary for a city and other town-sites, and purchase and secure such timber and other lands as may be of value. Purchase of The President was authorized to pay Edmund Rice for two-fifths of St. r J .. Paul and Pacific two thirds of the entire stock of the St. Paul and Pacific Railroad $75,000 in the First Mortgage Bonds of this company, and to assume and pay the debts of that com- pany to the amount of $50,000. BOARD OF DIRECTORS. April 20th. The Board met at the office of the American Merchants' Union Express Company. Act of Minne- An Act of the Legislature of Minnesota in relation to gis a ure ^ e t axa ti onj an( j ^ Q facilitate the construction of the Northern Pacific Railroad, was read, and the President was directed to file with the Governor of Minnesota a notice of the acceptance by this Company of the terms and conditions of the act. Executive The By-laws were so amended as to make the Ex- Committee to *: . .., , j-i-i consist of eight, ecutive Committee consist oi eight members, of winch the President shall be one; and four members, including BOARD OF DIRECTORS. 63 the President, or such person as he may authorize to act 1870. for him, shall constitute a quorum. April 21 st. Chief Engineer Johnson, and Engineers Spaulding and Owen, came before the Board with their maps and papers. A resolution was passed adopting as the location of the Ll ' n< ? * the * . . j. o road in Minne- Northern Pacific Railroad from the crossing of the Lake sota adopted. Superior and Mississippi Railroad to the Red River of the North at or near Georgetown the line via Otter Tail Lake, at or near what is known as the Kimberly Survey, being the preferred line in the report of the Chief Engineer. The President was directed to have the survey com- survey for . _u construction or- menced in detail immediately, with a view to construction, dered. A resolution was adopted in relation to the contract Modification with Jay Cooke & Co., providing that while the premium j a ycooke &co. on gold remains below 117 said fiscal agents shall be allowed to credit up bonds to this Company at three per cent less than the price named in their contract, to wit, three per cent, on $88 ; and that when the market price for gold shall reach 118, said agents shall be allowed to credit up bonds at two per cent, less, and when the pre- mium reaches 119 at one per cent, less than the price named in the contract. The President was instructed to file in the office of the President to Secretary of the Interior the location of the Northern r ior Department Pacific Railroad as adopted by the Directors, between the point near the Dalles, on the St. Louis River, in Min- nesota, and the Red River of the North, with the maps showing the said location. April 22d. A proposition from the proprietors of the Proposition . TTT . . from proprie- Town of Superior, in Wisconsin, offering to convey to the tors of superior. Company an interest in the real estate in that town equal to seven original shares thereof, was laid before the Board, and referred to the Executive Committee with power. April 23d. The Board adopted as the location of the Location of /i ^ ne * n Minne- Northern Pacific Railroad the line commencing at the sota. point of crossing the Lake Superior and Mississippi River Railroad, near the Dalles of the St. Louis River, in 64 NORTHERN PACIFIC! RAILROAD. 1 870 . Minnesota, running thence in a general direction to Otter Tail Lake, thence in a general direction to a point on the Ked Eiver of the North six miles north of the block store or wai-ehouse occupied by the Hudson Bay Company at Georgetown. wm. g. Moor- April 27th. William G. Moorhead was elected a head, Director, vice j. Edgar Director, in place of J. Edgar Thompson, resigned. Thompson. ' r r -:o:- EXECUTIVE COMMITTEE. Duties of April 27th. A committee, appointed to report upon chief Engineer the duties of Superintendent, Chief Engineer and Au- ditor, made a report, which was adopted. (Ex. Com. Record, Vol. I., pp 8-13.) contract with The President submitted a contract for running ar- Nor\h* western rangements between the Northern Pacific Railroad and Railroad. ^ Qhicago an( j North-western Railroad, which he was authorized by the committee to execute. Formofmort- June 7th. A form of a mortgage of the Company's gage a op lands, franchises and so forth was submitted to the com- mittee by the President, amended and adopted. (Ex. Com. Record, Vol. I., pp. 15-23.) contracts an- June 9th. Sundry contracts were authorized for iron thorized. ^ .- rails at prices varying from $67.50 to $75, and for spikes, bolts and fish bars. The President was authorized to employ Lennox Smith as Inspector of Iron at a salary of $200 per month and his traveling expenses. Three engi- June 10th. The President was instructed to organize on Puget sound, at least three engineering parties, and locate lines of road from points near Port Townsend and Whatcom, in Wash- ington Territory, to a common point in the vicinity of Olympia, and thence in one line to a point near Portland, in the State of Oregon, for the purpose of withdrawing the lands granted the Company by the United States. EXECUTIVE COMMITTEE. 05 1870. THe President was authorized to contract with Messrs. contract to complete Min- Merriam, Morrison, Brackett and their associates to com- nesota Division. plete the Minnesota Divisoin of the road upon the terms set forth in their proposal. June 11th. The President was authorized to purchase *$ one hundred box and platform cars and four construction engines. July 8th. The President was authorized to advance to van ^edtothest' the St. Paul and Pacific Railroad funds necessary to ^and Pacific make the surveys and location of the road from St. Cloud to St. Vincent. The President was directed to cause to be procured Reorganization such a reorganization of the St. Paul and Pacific Railroad Pacific Railroad Company. Company as will secure to this Company the controlling interest in that company as purchased by contract. A proposition of Jay Cooke for furnishing dock accom- Arrangement r r J with Jay Cooke modation and transportation at and from Duluth was for dock accom- modation, etc. accepted. The President was authorized to purchase 3,000 tons Rails to be .-. -, . i n t ii _a r\ shipped to Port- of rails, and to ship the same to Portland, Oregon, at as land, early a day as practicable. The President was directed to cause a preliminary Preliminary -, . -, P ,* ,1 location of main location, with a map of the main road ot the Company, line, commencing at Whatcom, on Paget Sound, then running southerly on the easterly side of said Sound to Portland, Oregon, and from the point where the road crosses the Columbia River, and on the north side thereof, and by the valley of the said river to the mouth of the Snake River, to be filed in the office of the Secretary of the Interior, Washington, at as early a day as practicable ; also to cause a like preliminary location, with a map of the main line from the point on the Red River where the said road may cross the said river, running thence to the Missouri River, at the point of intersection of the Yellowstone with the Missouri, and thence up the Valley of the Yellowstone to the point in the Rocky Mountains which shall be com- mon to a. line to be run either down the Valley of the Salmon River or the Clear Water River, and to file a map with the Secretary of the Interior. 5 66 NORTHERN PACIFIC RAILROAD. 1870. Agreement in The President was directed to execute on behalf of the Northern Pacific Company the articles of agreement in four parts between Superior and the Northern Pacific Railroad Company, the Lake road^LakeSupo Superior and Mississippi River Railroad Company, the s^und'company Lake Superior and Puget Sound Company, and the La d nd e Ts 6 socia- Western Land Association ; also to execute the contracts tl0n - contemplated by the above. The President was further authorized to select on behalf of this Company the lands and right of way and station grounds referred to in the same. {Ex. Com. Record, Vol. I., pp. 30-33. ) :o: BOARD OF DIRECTORS. Appropriation September 28th. A sum not to exceed $5,000 was Brainerd. ' appropriated for a house for the accommodation of the Company's engineers at Ogemaqua (Brainerd), and $1,000 to purchase furniture for it. selection of September 29th. The President presented the report ' of a committee charged with the selection of lands for the accommodation road at Duluth in conjunction with the committee appointed for that purpose by the Western Land Association and the Lake Superior and Mississippi River Railroad Company. The report was adopted, and the committee was authorized to make plans for wharves and warehouses and other commercial accommodation at Duluth, and to cause surveys to be made, contract for The President was authorized to contract with S. M. swede" ng 30 Swinson to bring into Minnesota upon the line of the Northern Pacific Railroad three hundred able-bodied, temperate and intelligent Swedish men, on the terms set forth in a memorandum submitted to the Board. change of lo- A resolution was adopted directing that the line of the south of Rush road as located be changed from its course north-west of Rush Lake to a point at or near the north end of Otter Tail Lake, near Otter Tail City, thence by the most practicable route to its point of intersection with the located line west of Rush Lake, provided proper arrange- ments can be made for the acquisition of such lands as the EXECUTIVE COMMITTEE. 67 Company may desire ; also that the line to the Red River 18TQ . be located following the south branch of the "Wild Rice River to a point on the Red River to be determined, be- tween the mouth of the Elm River and the mouth of the Wild Rice River, provided like arrangements can be made for the acquisition of such lands as the Company may desire. September 30th. The committee appointed on the 7th Twenty- five of April to proceed to the Pacific coast were directed the Pacific coast to start at once, and, in addition to powers already given, contract. were authorized to examine into all matters of the Com- pany in the Pacific Department, and exercise any needful authority in the premises, and instructed to put under contract twenty-five miles of road required to be con- structed by July 2d, 1871. October 1st. The Committee on the Organization of Reorganization the Engineering Department made a report. ( Director/ Department. Record, Vol. I., j^P- 115-117.) In accordance with the recommendations in this report, Edwin F. Johnson was appointed Consulting Engineer, W. Milnor Roberts, Chief Engineer, and D. C. Linsley, Assistant Chief Engineer. The President was requested to withdraw from the surveying par- field all surveying parties in Montana and Washington a nd Washington Territory, except one to be employed in the definite loca- to Wl rawn tion of the first twenty-five miles north from Portland to Olympia. The President was authorized to loan to the St. Paul $io,oooioanto and Pacific Railroad not exceeding $10,000, to be used on f* nc Pauland Pa " the construction of said road. The town at the crossing of the Lake Superior and Brainerd. Mississippi Railroad was ordered to be named Brainerd. :o: EXECUTIVE COMMITTEE. October 26th. The President submitted a report of the transactions of the Company since the last meeting of the Board. {Ex. Com. Record, Vol. I., pp. 35-46.) 68 NORTHERN PACIFIC RAILROAD. 1870. Robert c. October 27th. A resolution was adopted appointing - S c h e n c k ap- pointed special Robert C. Schenck, of Dayton, Ohio, special agent or attorney of this Company, under the advice and direction of the President, to confer with the Secretary of the Interior and other proper officers of the Government on all questions pertaining to the lands granted by Congress to this Company, so as to protect the interests of the Company. part" o" Charter -A- resolution was adopted authorizing the President to oL*& stl'cimJd transfer so much of the Charter of the Minneapolis and St. Railroad. Cloud Railroad as relates to the construction of a railroad from St. Cloud to Lake Superior, and also so much thereof as relates to the construction of a railroad from St. Cloud in a south-westerly direction to a point in the southern portion of the said State of Minnesota, pro- vided that in said transfer nothing is done to prejudice the right under said Charter to build a road from St. Cloud to Minneapolis. gineCTin cine? A resolution was adopted fixing the salary of Engineer in Chief W. Milnor Roberts at $15,000 per annum, $10,000 to be charged to Engineering Account and $5,000 to Jay Cooke & Co., to be paid out of the funds set apart by this Company in their hands for advertising and popularizing the bonds of this Company. H. S Thompsonto A resolution was adopted directing that the Company be contested. re sist the claim made by William H. Thompson, and that counsel be employed to defend said suit. [This claim was for $50,000 for services rendered by Roswell Hart, a former member of Congress, from Rochester, New York, in endeavoring to secure legislation at Washington favor- able to the Company. The claim had been transferred by Hart to Thompson.] Progress of December 7th. The President reported that at latest Puget Sound Di- # * vision. advices surveys between the Columbia River, near the mouth of the Cowlitz and Puget Sound, were being pushed vigorously, and that 2, 500 tons of iron had been shipped to the Pacific Coast. Purchase of st. A resolution was adopted confirming contract made by Paul and Pacific r , ** * Railroad con- the President with E. D. Litchfield for the purchase ot the first division of the St. Paul and Pacific Railroad, from EXECUTIVE COMMITTEE. 69 Watab, in Minnesota, to St. Paul, a distance of eighty 187Q . miles, and from St. Anthony to Breckenridge, on the Red River, a distance of about 210 miles. [The contract pro- vided for the sale of all the franchises, property real and personal, rolling stock and effects of every kind belong- ing to that road for a sum of $500,000, payable $100,000 cash in hand, and the notes of this Company for $100,000 each, payable at six, twelve, eighteen and twenty-four months, and in addition thereto the bonds of the St. Paul and Pacific Railroad Company for $1,500,000, secured by a second mortgage of the main line from St. Anthony to Red River. The road was finished, at the time of trans- fer, from Sauk Rapids to St. Paul, a distance of about seventy-five miles, and from St. Anthony to Chippewa, a distance of about 120 miles. In addition, about ninety miles of grading had been done on the main line to Breckenridge.] The President was authorized to purchase four pimhne of ad- additional locomotives and seventy-five fiat cars for the took. r mg Minnesota Division, and two or more locomotives for use on the Pacific side, and such number of freight and pas- senger cars as may be needed there. The President was authorized to employ a General ocnerai super- Superintendent and a Superintendent of Motive Power, superintendent of Motive Power December 9th. The Chief Engineer was instructed to improvement , ,, . , j. ,-, i , j of Buluth Har- prepare plans tor the improvement ot the harbor property bor. of this Company at Duluth. The President was author- ized to expend $100,000 in carrying out such plans. December 21st. A resolution was adopted directing the Engineer in President to instruct the Engineer in Chief to proceed at cowiitz iine. vlse once to the Pacific Coast to revise and improve the loca- tion of the road in the Valley of the Cowlitz, in view of the enormous cost of constructing on the present location. 1871. January 20th, 1871. The President made a report on Report of pro- the progress and cost of the twenty-five miles work on oTpuget sound the Cowlitz River in Washington Territory, from which Une ' it appeared that the work of construction was in progress under a provisional contract made by Vice-President 70 NORTHERN PACIFIC RAILROAD. 1871 , Rice, and that a corrected line had been established bringing the cost of construction within $30,000 per mile. otter Tail lo- a resolution was adopted changing the Otter Tail loca- cauon changed. x tion adopted December 7th, 1870, so as to read " between Pine Lake and Rush Lake," instead of " near the north end of Rush Lake. " Finance Com- The President, Vice-President and George W. Cass mittee were appointed a Finance Committee, to take charge of all questions relative to the ways and means of the Company. BOARD OP DIRECTORS. Report as to February 1st. The President presented a statement of road and pro- the condition of the road and the operations of the Com- cast mfe\ing. nce pany since the last meeting. (Directors Record, Vol. I., pp. 118-125.) The purchase A resolution was adopted ratifying a contract made by of an equal un- , ... - . .. . divided interest tne committee appointed tor that purpose with the Lake rior and 6 Misses- Superior and Mississippi Railroad Company, for the pur- twien Duiuth chase of an equal undivided interest in so much of the road Pacific Junction as ^ es between Duiuth and the junction of the Northern Pacific Railroad, and directing the President to carry out the terms of said contract. [ The amount agreed to be paid by this Company is $500,000, to be paid when the mort- gage bonds of the Lake Superior and Mississippi Road mature, this Company in the meantime, and until the maturing of the said bonds, paying interest on the $500,000 of their bonds from the 1st January, 1872. The road will hereafter be operated under a joint manage- ment of the two companies.] Lands to be A resolution was adopted giving the assent of the at no r n s Board to receiving in payment for lands $50,000,000 bonds of the Company, now being sold by the Fiscal Agents, at a premium of ten per cent, committee on A committee on lands was appointed, consisting of Frederick Billings, George W. Cass, William B. Ogden and William G. Moorhead. BOARD OF DIRECTORS. 71 1871. February 2d. A resolution was adopted declaring that Relinquish- 11161lt OI (_/8iIlCla s the construction of the twenty-five miles of road in Wash- contract, ington Territory should be under the immediate control of the Company, without the intermediation of contractors, and directing the President to accept the proposition of Mr. Canda to relinquish his contract. A resolution was adopted amending the By-laws so as Executive r . Committee in- to make the Executive Committee consist of nine mem- creased to nine. bers ; Mr. Moorhead was elected the additional member of the committee. A resolution was adopted ordering that the further Limitation of x ** , expenditure. financial operations and disbursements of this Company, and the existing obligations so far as practicable, be for the present limited* to such sums as the proper officers of the Company, in concurrence with the Fiscal Agents, shall deem compatible with the present and prospective means and resources of the Company. The Chief Engineer was directed to dismiss all Engin- Engineering . force to be re- eers and Assistant Engineers now in the employment ot duced. the Company whose assistance can, in his opinion, be dis- pensed with. The salarv of the Consulting Engineer was fixed at Salary of con- , , . . suiting Engineer $1,500 a year, and from the time between his appointment, May 25th, 1867, and November 1st, 1870, when W. Milnor Roberts was appointed in his place, he was ordered to be paid at the rate of $5,000 a year. February 15th. The Board recommended the adoption Location and of the line from a point at or near St. Cloud or Watab, via p e mbinaBranch Crow Wing, to a point of junction with the North Pacific Road at or near Gull River as the route upon which to commence the construction of the Pembina Branch of the St. Paul and Pacific Railroad, and that the work on said branch be completed to its junction with the Northern Pacific as rapidly as the means can be provided. A resolution was adopted providing for a contract with waiiam o. William G. Moorhead for the construction of the first construct nrs't division of the St. Paul and Pacific Railroad, and directing pauiXi r4cinc the President to take a declaration of trust from said Moorhead, and by proper instruments to indemnify him 72 NORTHERN PACIFIC RAILROAD. 1871 from all risk and damage by reason of entering into said contract. Personal ex- A resolution was adopted providing for the payment of penses of Direc- L x * , " tors. personal expenses of members of the Board when in attend- ance at the meetings or on committees. Treasurer in- a resolution was adopted instructing the Treasurer to structed to issue L bonds to certain issue to the several parties to whom allowances had been parties. x _ t made the bonds of this Company, in accordance with the contract made with the Fiscal Agents dated May 20th, 18(59, and the supplement thereto dated January 1st, 1870, provided that each original party or his assigns receiving said bonds shall execute to the Treasurer a guarantee that he will protect said bonds from hieing offered in the market for the period of twelve months from the time of receiving them. [The bonds were in payment of demands on the Company in connection with the amendment of its Charter by Congress.] Arrangement March 21st. A resolution was adopted authorizing Mcculloch & Jay Cooke, McCulloch & Co., and Bischoffheim & Gold- heinT & 18 goV Schmidt, of London, to purchase at $50 per share such stock chase 1 of stoc f the Northern Pacific Railroad Company as they may and commis- sions on i same. 'saiesof f rom time to time dispose of in connection with their sale of the bonds of said Company (not exceeding fifteen per cent, on $50,000,000), and for which they may have issued their own certificates, and to retain seven and one-half per cent, of the par value of the bonds they may sell, for a period not exceeding two years. Said stock to be in the form of certificates to be issued jointly by Jay Cooke, McCulloch & Co., and Bischoffheini & Goldschmidt, and to be receivable at cost from the Fiscal Agents, in lieu of that portion of the proceeds of the bonds sold in Europe by them, commission A resolution was adopted directing that the coupons of pons in London, the bonds sold in Europe be paid at the office of Jay Cooke, McCulloch & Co., and Bischoffheim & Gold- schmidt, of London, and that a commission on two per cent, be allowed them for the service. Mr. Billings presented a report on the Company's land policy. (Director* Record, Vol. I., pp. 132-139.) BOARD OF DIRECTORS. 73 1871. March 22d. The President was directed to prosecute surveys in the surveys in Dakota to such an extent as may be neces- sary to determine the point of crossing the Red River. The President was directed to cause the surveys on the surveys of Pu- Pacific coast to be immediately prosecuted, so far as may gt be necessary to locate for construction that portion of the line on the Cowlitz which lies between the Columbia and a point near Puget Sound which shall be common to the extension of the said line, either on the eastern or western side of the Sound. The Treasurer was instructed to loan to the St. Paul and $21,950 loan Pacific Railroad Company $21,950 on account of inci- Pacific. dental expenses. The office of Land Commissioner was created by resolu- joim s. Loomis tion, and John S. Loomis appointed to the place at a sal- commissioner ary of $8,000 per annum. salary ' $8 ' 000 - A resolution was adopted directing that all questions Division of au- relating to the employment, duty and pay of engineers cmc coast n Pa on the Pacific coast, together with all matters pertaining to engineering in the location and construction of roads on that coast, be assigned to the Engineer in Chief, and that any business of the Company not embraced in the above be assigned to General Sprague, the General Agent of this Company in that department. Resolutions were adopted recommending to the First Recommend* Division of the St. Paul and Pacific Railroad Company an an," pacific Rail- examination of a route from the Big Stone Lake to some roac ' point on the Missouri River in southern Dakota, and also the adoption of a line from a point near St. Cloud, via Crow Wing, to a point of junction with the Northern Pacific Railroad at Brainerd, on the Mississippi River, as the route upon which to commence the construction of the Pembina Branch of the St. Paul and Pacific Railroad, and that the work be pushed as rapidly as practicable on said line. The resolution of February 15th, 1871, locating the road Gun River 10- . cation rescinded to Red River, was rescinded. Vice-President Pice submitted a report of his trip to Vice-President the Pacific coast and his doings there. {Directors' Record, Vol. I., pp. 143-175.) 74 NORTHERN PACIFIC RAILROAD. 1871. Report of Pres- May 1)th. The President submitted a report to the Board, from which it appeared that at that date the rails were laid on the Minnesota Division to Crow Wing River, twenty-one miles west of the Mississippi River, and that considerable grading had been completed beyond that point. Surveys were in progress in Dakota. The work on the Pacific coast was progressing satisfactorily. Sur- veys were being pushed between the end of the first twenty-five miles and the Sound. The President urged the importance of prosecuting the surveys across the Rocky Mountains, and stated that up to this moment no such definite knowledge is possessed by this Company as to the real character of the country lying between the Missouri River and Puget Sound as would enable this Board to form any intelligent opinion as to the feasibility of a line of road, the cost of its construction or the time required to build it, nor have they anything beyond the most im- perfect information as to the nature and value of the lands through the section of country which their road, when located, must traverse. surveys 000 '" -^ resolution was adopted appropriating $80,000 for surveys between Missouri River and Pacific coast. 000*000 Firs't A resolution was adopted ratifying the prospectus of BondT ^ndtbe Fiscal Agents for the creation, first, of 4,000,000 of cer 00 fl^tes 3bareFirst Mortgage Land Grant Bonds of the Company, to be issued through Bischoffheim & Goldschmidt and Jay Cooke, McCuUoch & Co. ; and, second, of $3,000,000 of Share Certificates of the Company, to be issued through the same firms. Officers of the Company are in the same reso- lution authorized to issue and deliver the said securities in such form as the President shall approve. (Prospectus for this loan will be found in Directors' Record, Vol. I., pp. 183-185.) andTrans'Jorta 8 ^ resolution was adopted authorizing the President to tiou m washing- contract with any responsible party for the transportation over the line of the road in Washington Territory of coal that shall be mined by said party, on terms just to this Company, and that shall at the same time promote coal mining on the line of the road, and furnish the road with freight, and if necessary to contract to aid in building a short branch to the mines. BOAKD OF DIRECTORS. 75 1811. Frederick Billings, the Chairman of the Land Com- Mr. Billings- j -it i t report. mittee, submitted a report. {Directors Record, Vol. L, pp. 192-198.) May 10th. A resolution was adopted directing that lam * yment for payment for lands purchased of this Company, not includ- ing timber lands, maybe made as follows: ten per cent, in one year; ten per cent, in two years; ten per cent, in three years; fifteen per cent, in four years; fifteen per cent, in five years; fifteen per cent, in six years; fifteen per cent, in seven years; and that the rate of interest on deferred payments be seven per cent. A resolution was adopted reciting that whereas this th re e m tte on ! corporation is practically the owner of the St. Paul and p tr "j c * ^^.^ Pacific, and the St. Paul and Pacific First Division Kail- Roads, roads, that there be appointed a committee of three to take the entire charge of the construction of said roads, and bring them into working order at the earliest practi- cable day. The same committee was also empowered to perfect sale of st. Paul and Pacific negotiations for the sale of the bonds of the St. Paul and bonds. Pacific Kailroad Company, and to apply the proceeds to the construction of the roads. William G. Moorhead was appointed chairman of the committee. May 11th. The President was authorized to employ a in ^d^nt 8U a P nd General Superintendent at a salary not exceeding $8,000 Master Mechanic per annum, and a Master Mechanic at a salary not exceed- ing $5,000 per annum. The By-laws were amended, which was to make the By laws amended President and Vice-President ex officio members of all committees. A resolution was adopted declaring it to be the iudg- construction x * to be done by ment of the Board that the Northern Pacific Railroad contract, and the St. Paul and Pacific Railroad should be constructed by contract, and that proposals for bids should be amply advertised, and bids received opened in the presence of the Board of Directors. The President, Vice-President, and Messrs. Cass, Win- committee dom, Ogden, Moorhead and Felton, were apointed a com- wharves, etc., at mittee with full powers to make the necessary plans for 76 NORTHERN PACIFIC RAILROAD. 1871 , wharves, warehouses, and other commercial accommoda- tions at Duluth, and to expend such money thereon as may be to the interests of this Company. committee to May 12th. The President appointed the following com- construct St Paul and Pacific mittee to take charge of the St. Paul and Pacific Roads: Mr. Moorhead (Chairman), the President, the Vice-Presi- dent, Mr. Cass, Mr. Felton. st. Paul and The land belonging to the St. Paul and Pacific Road on the line projected from St. Cloud to Pembina and from St. Cloud to Brainerd were placed in charge of the Land Department of the Northern Pacific Railroad. issue of cto,- June 7th. On the special instance and request of the 000,0,0 First L A Mortgage Land Fiscal Agents, Jay Cooke & Co., it was resolved that this Grant Bonds and _. , -- , $7,500,000 share Company hereby ratines the prospectus for the creation, sale in Europe, first, of 10,000,000 of First Mortgage Land Grant Bonds of the Company, to be issued in its behalf in Europe, and, second, of $7,500,000 of Share Certificates, to be also issued in its behalf under the annexed prospectus, and hereby authorize the officers of the Company to create and deliver said bonds and share certificates in such form as the President shall approve, and as by the said pros- pectus provided. (The prospectus for this loan is the same as that on page 183, Vol. I., Dii'ertors' Record, with the difference in the sums, 4,000,000 being raised to 10,000,000, and $3,000,000 Share Certificates to $7,500,000.) Treasurer di- A preamble and resolution were adopted, reciting that, ofViscai Agents whereas the votes passed by this Board on the 9th day $75oo,ooo. cover i May, and the votes this day passed, were severally adopted and passed at the special request of the Fiscal Agents of this Company, to enable them to negotiate and sell the bonds of said Company under the provisions of their contracts with the Company dated May 20th, I860, and January 1st, 1870, therefore be it voted that the Treasurer be instructsd to issue so much of the stock of this Company as shall be required by said agents for the purposes set forth in said resolutions, and charge the amount thus issued to said agents as part of the $19,- 099,000 of stock to which they will be from time to time BOARD OF DIRECTORS. 77 entitled under the contracts aforesaid, and the Treasurer I811. is hereby instructed to retain at all times out of said $19,- 999,000 an amount sufficient to cover the issue of $7,- 500,000 authorized by said resolutions. The President was authorized to execute the supple- supplementary mentary contract with Jay Cooke & Co. drawn by Mr. jay cooke & Co. Lowry and submitted to this Board. The President was given full powers to confer with the Canadian Pa- parties in interest in the Canadian Pacific Railroad, and to make such arrangement as he may deem best for the interests of this Company, subject to the approval of this Board. It was also declared to be the policy and purpose Northern Pa- of this Company to extend its road eastward from its tendeti^stwara present terminus through the upper peniusula of Michi- S^taSPSnJbt gan, to connect with the eastern system of railroads in K:,r1, Canada and the States now constructed or projected run- ning to the Atlantic Ocean, and the President was author- ized to give such assurances of the intentions of this Com- pany, and to make such arrangements for connecting with such systems of roads extending east, as in his judgment may be for the interests of this Company, consistent with existing contracts. A resolution was adopted declaring it to be the purpose st. Paul and of this Company to construct the St. Paul and Pacific Rail-buuttoPembii)^ road from some point on its main line in Minnesota to Pembina, by the most convenient route, within two years. A sum Of $10,000 was appropriated to build a hotel atHotdatBiainerd Brainerd. A report of the Chairman of the Committee on Lands was presented. {Directors' Record, Vol. I., pp 205-208.) June 20th. A letter was read from William G. Moor- construction i 1 1 ,1 . out-.. -it. of Brainerd head recommending the suspension 01 the Brainerd Branch Branch deterred until it is seen that the line to Pembina can be built, and a resolution was adopted laying upon the table the sub- ject of the letting of the road from St. Cloud to Brainerd. The President submitted instructions to the Engineer in instructions Chief for a survey of lines for the road between the Missouri chief tor survey River and the Columbia. These instructions directed and* Columbia that the survey be commenced at a point in Dakota on the line of survey recently made by Assistant Engineer 78 NORTHERN PACIFIC RAILROAD. 1871 . Linsley, which shall be common to a line running due east and west, and a line running via the Missouri River. From this point the line is to be run as nearly due east and west as practicable to the valley of the Yellowstone, thence following the main valley of the latter river to Bozeman Pass ; beyond that pass all the principal passes of the Rocky Mountains, accessible to this point, shall be explored, and thence, crossing the Columbia, up the valley of the Yakima River to Puget Sound. In case there should be sufficient time remaining of the season, the Engineer in Chief was directed to put into the field a sufficient force for an exploration survey on the Northern line, so called, following up the valley of the Missouri River. Grades on Pu- The Engineer in Chief was instructed to use grades of vision. 5%u) P er mu e between the Columbia River and Puget Sound. Line to Seattle. The Engineer in Chief was instructed to cause an examination to be made of the most direct, practicable line from the end of the twenty-five miles on the Cowlitz River to Seattle. Committee on June 21st. The committee charged with making plans and Puget soumi for wharves and warehouses at Duluth, was likewise charged with the duty of locating stations, depots and bridges on the Minnesota Division of the road, and also of locating the terminus of the road on Puget Sound, and the stations and depots in Washington Territory and on the Pacific coast. Lippmann, July IIth. The Board voted to recommend the St. contract* ' ' Paul and Pacific Company to enter into a contract with Lippmann, Rosenthal & Co. for the sale of their stock, in pursuance of the prospectus of said firm, which was approved by the Board. stock to be July 12th. The Treasurer was authorized to issue to Agents. the Fiscal Agents the stock due to them in accordance with the terms of their contract, being $200 of stock for the proceeds of each $1,000 of bonds credited by the said Fiscal Agents to the Company. BOARD OF DIRECTORS. 79 1871. A resolution was adopted directing that the compen- ah salaries sation of all officers and agents in the employ of the be axed 'by the Company whose salaries exceed $1,000 a year should be fixed by the Board. A committee, consisting of the President, Vice-President, Committee to Mr. Cass, Mr. Ogden and Mr. Moorhead, was appointed eonsm central to confer with the President of the Wisconsin Central Railroad Company with reference to the construction of that portion of the Northern Pacific Railroad between Thomson, Minnesota, and a point on the Wisconsin Central Railroad near the town of Ashland. August 12th. The Board met at Brainerd, Minnesota. August 14th. A committee, composed of Messrs. committee on t extension ot roail Moorhead, Wright and Billings, was appointed to confer oast of Duintu. with any parties interested in the extension of the road eastward from Duluth, and to make arrangements with them. A resolution was adopted making the President and railroad 1 from the Directors who may accompany him in the proposed oarry inatoF rt trip to the Red River and to Fort Garry, in the British possessions, a committee to confer with the Government authorities of Manitoba for the construction of a road from Pembina to Fort Garry. A resolution was adopted authorizing the President to of Ce r0 ad ^'v" take possession of the Northern Pacific Railroad between ^ken from the x contractors. its junction with the Lake Superior and Mississippi Road and the Crow Wing River, on the terms of a contract this day made with the contractors for the construction of that portion of the road. (Directors' Record, Vol. I., pp. 223-226.) August 21st. The Board met at Georgetown, Minne- sota. A resolution was adopted fixing the crossiug of the Red KedXwr nxed? River at about the centre of the northwest quarter of Section 8, Township 139, Range 48. Also, a resolution directing the Engineer to construct a bridge at the crossing of the Red River as above fixed. 80 NORTHERN PACIFIC RAILROAD. 1871. Resolution of The resolution passed May 11th, declaring the policy ified. upon which the Northern Pacific and the St. Paul and Pacific should be constructed, was suspended as far as it relates to that portion of the Northern Pacific Road between the Red River and the Missouri River. theited bet River ^ resolution was adopted that this Company proceed and the Missouri a t once to complete that portion of the road already located between the Red River and the second crossing of the Sheyenne River, and from thence to the Missouri River, as soon as the surveys are completed and the line located, and that the road from the Red River to the second crossing of the Sheyenne, about fifty-six miles, be completed by the 1st of January next, and the second section, from the said crossing to the Missouri River, be completed by the 1st of July, 1872. Committee of The whole subject of the construction of the road Red River to between the Red River and the Missouri River was iver. re f erre( j w ^]j f u n p 0wer to a Special Committee of five, said committee to report to the Board for ratification any contract for construction. The committee was made to consist of the President, Vice-President, and Messrs. Moorhead, Fargo and Windom. committee of September 14th. The President was directed to ap- ization. point a Special Committee of three to consider the existing organization for the management of the affairs of this Company and the operations thereof, and to report what changes or modifications are necessary to promote the interests of the Company. Messrs. Cass, Moorhead and Ogden were appointed the committee. Pre-emption A resolution was adopted that the pai'ties settling upon panyvuand8 m " an( l improving any lands of the Northern Pacific Railroad Company before the same are opened for market, shall be entitled to the pre-emption privilege of purchase on the same terms as the Company would sell the land for without improvement, and such land shall be subject to the same conditions of payment as all other lands belong- ing to the Company when brought into the market. Settlers shall be required to file in the Land Office of the Company within the district where the land lies written applications giving notice of their acceptance of these BOARD OF DIRECTORS. 81 conditions. Before any timber can be cut on the Com- 1871 . pany's lands, however, there must be an absolute pur- chase of the lands or timber, or a special contract author- izing the timber to be cut. The Treasurer was authorized to advance the money to *w.? ">- ^ pons St. Paul and take up the coupons due 1st June last on $1,51)0,000 Pacific bonds to Second Mortgage Bonds of the St. Paul and Pacific Bail- road Company, given to E. D. Litchfield in payment for his interest in the railroad, amounting to 10,500. The following resolution was adopted : Resolved, That the Treasurer be instructed to issue to Notes to be is- sued to parties the several parties to whom allowances have been made to whom aiiow- by the committee appointed March 8th, 1870, the notes made, of this Company for the amount of said allowances, with interest to July 1st, 1871; said notes to be dated July 1st, 1871, with interest payable semi-annually, in gold, at 7-j^ per cent., on the first day of July and January in each year thereafter, commencing with the first day of January, 1872, and the principal to be payable in the First Mortgage Bonds of the Northern Pacific Bailroad Company, at the option of the holder, on and after January 1st, 1873; and if, previous to the maturity of the notes, any of the holders thereof shall desire to purchase lands of the Company aud pay for the same in bonds, then for that purpose the Treasurer shall advance the principal in bonds, or any part thereof, upon said notes before their maturity. Offers of land in lots and by the acre from citizens of oiympia and Olympiaand Nisqually, as inducements to the Company Ni8qually offers - to give them each railroad connection with the Columbia Biver, were communicated to the Board and referred to a committee. September 15th. John N. Goodwin and J. W. Sprague j hnN. Good- were constituted Special Agents to negotiate with the spragu^specili parties at Oiympia, Nisqually Bay and Henderson's Inlet ^g^ u y a m y for donations of land or money for the construction of a otfers - railroad from either or all of said points, to connect them or either of them with the Columbia Biver by rail, and in behalf of this Company to accept such donations in lands or money in conformity to a pi'oposal submitted by the citizens of those places. 6 82 NORTHERN PACIFIC RAILROAD. 1871. Assistant En- The salary of General Rosser, Assistant Engineer, was gineer Rosser 's salary. fixed at $5,000. committee on A committee, consisting of Messrs. Windom, Billings Indian claims. and Moorhead, with the President and Vice-President, was appointed, with full powers on the whole subject of the Indian claims to the Company's lands in Dakota and on the entire line to the Pacific. nSi'sHspendert 5 ! ^ ne ru * e ^ ^ay Hth, concerning construction, was suspended in its operation as far as the St. Paul and Pacific Railway is concerned between St. Cloud and the junction of the Northern Pacific Railroad via Ottertail. Brainerd September 27th. It was resolved that the construction of Branch to be be- gun immediately the Brainerd Branch be proceeded with immediately; and the agent of construction, Mr. Moorhead, was directed to draw his drafts on Lippmann, Rosenthal & Co. for the monthly estimates. st. Paul Road A preamble and resolution were adopted, reciting that to Pembina and * l D Brainerd to be whereas the limit of time imposed by the Government begun immedi- * * ateu. . for the completion of the St. Paul and Pacific Railroad to Pembina and Brainerd expires March 1st, 1873, the contractor be instructed to commence said work im- mediately, and the President of the St. Paul and Pacific Railroad be instructed to draw upon the financial agents, Lippmann, Rosenthal & Co., or their agent in London, for the amount of monthly estimates. Duiutu canal. October IIth. The width of the Duluth Canal was fixed at 600 feet. [This was subsequently rescinded and the width fixed at 250 feet.] Board to dis- A resolution was adopted rescinding the resolution of chargeemployees inn. mm 1 and fix salaries July 12th, 1871, respecting salaries, and substituting for it an authority to the Board to discharge any person in the employ of this Company at their pleasure, and from time to time to fix the compensation of all its employees when such compensation exceeds $1,000. Fiscal Agents' October 12th. The Treasurer was instructed to get a accounts de- manded. full statement of account with the fiscal agents, embracing the amount of bonds sold, commissions paid, expenses of BOARD OF DIRECTORS. 83 advertising, and all other expenses to this date ; and the 18T1. fiscal agents were required to submit to the Treasurer monthly statements of account, with the proper vouchers. A resolution was adopted fixing the salaries of Division Certain salaries " flxed - Engineers at a rate not exceeding $5,000 per annum ; of Resident Engineers at $150 per month, and of General Freight Agent, General Passenger Agent, Enginemen, Firemen, Conductors and other employees at the usual current rates for similar services on roads in Minnesota and Wisconsin. The resignation of Mr. Prescott, the Superintendent of superintendent -F Prescott s resig- the road, was accepted. nation. The President was authorized to enter into an agree- Bonds sow in Europe receiv- ment with any parties who may purchase bonds for able tor lands. European account; that all bonds sold in Europe shall be receivable in payment for the* lands of this Company at a premium of 10 per cent, in currency. The resolution of September 14th, 1871, granting to Resolution re- settlers the right of pre-emption, was rescinded and the 8cin following passed in lieu thereof : Resolved, That any person may settle upon and im- Pre-amption to prove lands of the Northern Pacific Railroad Company before they are brought into market, and as soon as they are appraised and ready for sale may have the first privilege of purchasing them upon the regular terms of sale, and at the regular prices of such lands in such localities, which prices will be fixed with reference to the improvements. Provided, such person shall file in the land office of said Company, in the district where said lands lie, written notice of such settlement, and shall accept the privilege upon the condition that when the prices of the lands are fixed, and notice thereof is sent to his residence or post-office address by the Company's Land Agent, through the post-office or other- wise, the said person will, within ninety days from the date of such notice, enter into a regular contract with the Company for purchase of the lands, and if he fails to do so the Company may sell the lands to any other person. Before, however, any timber can be cut on the Com- pany's lands, there must be an absolute purchase of the 84 NORTHERN PACIFIC RAILROAD. 1871 . lands or timber, or a special contract authorizing the timber to be cut. shopsat Brain- October 15th. $30,500 were appropriated for shops er ' and machinery at Brainerd. November 14th. An additional appropriation of $10,000 was made for shops and machinery at Brainerd. Treasurer's bond The bond of the Treasurer was fixed at $100,000. committee on Messrs. Cass, Felton and Canfield were appointed a winding up Lake x * superior and committee on sundry resolutions relating- to the winding Puget Sound J company. U p f the Lake Superior and Puget Sound Company. Annual Report The annual report to the Secretary of the Interior to Secretary of , . interior. was submitted by a committee appointed to prepare it. (Directors Record, Vol. I., pp. 248-251.) According to this report there had been spent up to July 1st, 1871, on the Northern Pacific Railroa'd, for surveys, $409,003.11; for construction, $4,065,315.45; rolling stock, $289,634; general expenses, $112,318.83. The indebtedness of the Company was stated to be as follows: first mortgage bonds, $7,441,900; bills payable for materials and so forth, $1,465,116.87; due contractors, $178,746.84. Benj. f. Wade November 16th. The President was authorized to Washington. ' engage the services of the Hon. Benjamin F. Wade as the attorney of this Company at Washington. Map ot final The President presented to the Board a map of the location in Min- x * nesota. Minnesota Division showing the final location from the junction of the road with the Lake Superior and Mississippi Railroad to the Red River, and was author- ized to file the same in the Department of the Interior. Land expiora- November 17th. It was ordered that Land Explora- tion ticket,. t . on Ticketg be gold at fuU fare> and thftt pergons w } 10 take them, and within sixty days thereafter purchase lands of the Company to the amount of forty acres or more, shall be credited the fare on their purchases, and be entitled to free tickets for themselves and families when going to settle on the lands purchased. Fergus Falls The line of the St. Paul and Pacific Road, from St. Cloud to St. Vincent, by way of Fergus Falls, was approved and adopted. BOARD OF DIRECTORS. 85 1871. December 12th. The plan for the improvement of the Duiuth harbor x improvement. Harbor of Daluth by clocks, submitted by Mr. Ogden, was adopted. December 13m. A resolution was adopted declaring Docks at Duiuth that in the construction of docks at Duiuth by the Lake Superior and Mississippi Road and this Company, each party shall pay the whole cost of such docks as are for its sole use, and the two parties shall divide equally the expenses of docks for the common use of both. It was resolved that the crossing by the St. Paul and crossing of the Mississippi at Pacitic Railroad of the Mississippi River at St. Cloud be st. cioud. at the Wilson crossing, provided that there be given to that Company the right of way through the city free of cost, and twenty acres of land for depot grounds, and a good and sufficient guarantee for the delivery to the St. Paul and Pacific Company of $65,000 in the city's bonds bearing interest at seven per cent. , and provided also that the City of St. Cloud shall never restrict the speed of the Company's trains, and shall hold the Company harmless from all expense for maintaining gates or flagmen within the limits of the city. December 14th. The President was authorized to rule to wharf property in Du- obtain title from the Western Land Association and other luth. parties to such portions of the property on Rice's Point and Duiuth as may be necessary for wharves and ap- proaches to the same the Land Association to convey such property as it owns free of cost. John N. Goodwin and John W. Sprague, Special Donations of ,- ... . land by the City Agents, were instructed to accept the propositions tor of oiympia. donations of land by the City of Oiympia for the construc- tion of a railroad from that place, and also to procure a right of way from the main line to Oiympia free, and also such additional aid as they may be able to obtain. 1872. January 9th, 1872. An ordinance and resolutions Guarantees of passed by the common council and citizens of the City of cioud. ' St. Cloud pledging their good faith in procuring the issue of the bonds of that city towards the construction of the bridge over the Mississippi River by the St. Paul and Pacific 86 NORTHERN PACIFIC RAILROAD. 1872 - Railroad Company, were accepted by the Board as a satis- factory guarantee by the city. (Director* Record, Vol. I, pp. 263-267.) Theroadtobe It was resolved that the road be opened to the Bed kept open to Red River. Biver, and kept open for the transportation of bridge timber, iron and other materials. Agreement for January IOth. The President submitted the drafts of joint use of Lake superior and the agreements between the Lake Superior and Mississippi Mississippi Road. - x * F Bailroad Company and the Northern Pacific Railroad Company : First, for the joint use of the road between the junction and Duluth ; Second, a conveyance by the Lake Superior and Mississippi Railroad Company of one- half of the said road between the junction and Duluth. It was resolved that the conveyance executed by the Lake Superior and Mississippi Railroad Company and the Northern Pacific Railroad Company dated January 1st, 1872, relative to the joint use of that portion of the line of said Lake Superior Railroad from the junction near Thomson, Carlton County, Minnesota, to Duluth, be approved. (Directors' Record, Vol I., pp. 275-289.) e. o. sewaii January Hth. The Trustee in charge of the construc- st. Paul and tion of St. Paul and Pacific Railroad was authorized to employ E. C. Sewall as Superintendent at a salary of $5,000. Brainerd toiled ^e Board declined to accede to the request of the R ' iv ted not HC North-west Construction Company for the acceptance of the road from Brainerd to the Bed Biver at present. Purchase of A communication from Jay Cooke was read urging the Lake Superior and Mississippi purchase of the stock of the Lake Superior and Missis- sippi Bailroad, and it was resolved that the subject of the negotiation for the purchase of said stock be referred to a committee consisting of the President, Vice-President, Mr. Wright, Mr. Cass and Mr. Billings. Pauiand Pactf- ^ resolu ^ lon was adopted requesting the Trustee of the bonds. St. Paul and Pacific Bailroad to impress upon the Finan- cial Agents, Messrs. Lippmann, Bosenthal & Co. , the pro- priety of advancing the price of the bonds to eighty. salary. P ' ***'* -^ ne sa l ai 7 f George P. Lee, Assistant Treasurer at Minnesota, was fixed at $4,000 a year. BOARD OF DIRECTORS. 87 1872. February 13th. A statement was made of the contract contract with . TT > -r Hudson's Bay entered into by the President with the Hudson s Bay company. Company, for the transportation over the Northern Pacific Railroad of its merchandise both ways. It was resolved that the time has arrived when this vigorous work on Pacific coast. Company should prosecute the construction of its railroad on the Pacific coast with vigor. The President was directed to cause the necessary sur- surveys from Kalama to Tend veys to be made and the line to be located from Kalama doreiiie Lake. eastward, following the general course of the Columbia River to the mouth of the Snake River, and thence to Pend d'Oreille Lake. Messrs. Felton, Moorhead and Billings were appointed tli ^ tUe u r ^ e go ii f a committee of three to act with the President and Vice- ^'^^ President in negotiations with the Oregon Steam Naviga- property. tion Company for the purchase of their property. The salary of the Assistant Engineer in Chief was fixed salary of As- ^ sistant Engineer at $8,000 per annum. ta chief. The President was authorized to purchase, or cause to steam ferry iiii iiii ^oat ft 51 ' ^ s " be constructed, a steam terry boat to be used at the cross- souri River, ing of the Missouri River. February 14th. The President was authorized to con- iron for Pa- . iiii c ' nc Ooast Di- tract forthwith for the iron necessary to complete the road visions. from the Columbia River to Olympia, and from the Columbia River near the mouth of the Snake to Lake Pend d'Oreille. Authority was given to the President to contract for a Lease of oiym- V> , i tii it P ia Branch Road lease for 999 years of the road proposed to be constructed from near Olympia to connect with the road of this Com- pany, and to advance towards the construction of said road such amount as in his judgment may be prudent, taking the bonds of said Company as collateral security. A proposition from Roswell Hart, offering to compromise R 08we n Harts i . i "it proposition re- his claim, was rejected. jected. February 15th. A contract for building the road in Dakota con- n t tract approved. Dakota, submitted by the President, was approved, and it was ordered that no modification thereof be made save with the approval of the Engineer in Chief. 88 NORTHERN" PACIFIC RAILROAD. 1872. company to It was resolved that this Company take the road up to to Red River, the Red River off the contractor's hands and finish it itself, under certain provisions concerning cost and claims of the Construction Company. Time to com- March 5th. The time for the completion of the road to plete road ex- L tended. the Missouri River was extended to the 1st of October next. Modification Sundry modifications were made in the contract for ot Dakota con- J tract. the construction of the road in Dakota. {Directors Record, Vol. I., pp. 296-301.) Final fettle- The recommendations of the Chief Engineer for a final sota Division, settlement with the contractors of the Minnesota Division was adopted. Uon eW organiza ' March 6th. The Committee on Reorganization reported a series of resolutions, which were adopted, and were in substance as follows : First, vice- First. Placing the whole affairs of the Company on the President on Pa- . cine coast. Pacific coast in the charge of the Vice-President. The office shall be at Kalama. erai^Mana e^of Second. Requesting the President to nominate a Department ot General Manager to have charge of all the roads of this Company in Minnesota and Dakota, which shall be called the Department of the East. aying" Director Third. Placing the Land Department in charge of a artment n<1 De member of the Board, to be styled Managing Director of the Land Department. Fourth. Execu- Fourth. Amending the By-laws so as to constitute an tivo Committee _ . offive members. Executive Committee of five members exclusive of the Vice-President, who shall be ex officio a member, and of which the President shall be one and ex officio Chairman. Three members shall constitute a quorum. Fifth. Providing that the next meeting of the Board shall be held on the second Tuesday in Juue and quarter annually thereafter. Sixth. Assist- Sixth. That the President nominate an Assistant tor Department Treasurer for the Department of the East, to reside at of the East. t- -i Bramerd. BOARD OF DIRECTORS. 89 1872. The President was directed to procure the passage of a Proposed to- L li- * r* n 1-r. if crease of HUm- jomt resolution ot Congress authorizing the Board ol ber of Directors. Directors to increase the number of Directors and elect an additional number of Vice-Presidents. March 7th. A resolution was adopted allowing the Additional eon- - 1 cessions to b iscal financial agents an additional commission on twenty Agents. millions of bonds of this Company, to be sold in Europe at three per cent, as long as gold is at or below seventeen per cent, premium, which commission is to be reduced ratably as gold gets above seventeen per cent., and to cease at 20 per cent, premium on gold. It was further resolved that this Company would Previous action * on European loan purchase such proportion of fifteen per cent, of twenty rescinded, millions of its stock at fifty per cent, of par as said financial agents may give as a bonus to purchasers of said twenty millions of bonds, and as may be necessary to protect the price of the same at fifty per cent, of par; said stock to be paid for out of the proceeds of the sale of the said twenty millions of bonds. All action heretofore taken relative to European loans was rescinded, and these resolutions sub- stituted for the same. The President announced as the new Executive Com- New Executive Committee. mittee Messrs. Moorhead, Cass, Billings, Wright and Smith, and the Vice-President ex officio. Frederick Billings was appointed Managing Director ^f 1 ^,^ "' of the Land Department. Director of Land - 1 Department. A preamble and resolutions were adopted stating that p^j^ tor a the Company desired a line to Olympia ; that it cannot b P nchto01ym ' locate its main line to that place without exhausting its right under its Charter to construct its road further north, and offering to enter into a contract with any railroad company that may be organized for the purpose of con- structing a connecting road from the main line to Bucld's Inlet, to lease said road when built, and furnish the necessary equipment to operate it for the period of 999 years, and pay as a rental interest at the rate of seven per cent, on all amount not exceeding $30,000 per mile. The President was requested to nominate an Auditor Auditor tor for the Department of the East, who shall keep his office the^East". 611 in Brainerd. 90 NORTHERN PACIFIC RAILROAD. 1872. Boards busi- It was resolved that all matters and things necessary liess referred to ,,-,,. Executive com- to be done during recesses of the Board, including all mittee. matters now pending before the Board and on its table, and including nominations to bo made by the President of various officers, be referred to the Executive Com- mittee with the full powers of the Board. EXECUTIVE COMMITTEE. Mr. Welling- March 15th. The President was authorized to engage Mfssou^nlrry? 1 Mr. Wellington to manage the ferry at the Missouri River, and provide for the transfer of passengers and freight at that point, at a salary not to exceed $7,500 a year. Appraisal of The Managing Director of the Land Department was examined lauds. authorized to arrange with tbe Trustees of the first mortgage the prices at which the examined and certi- fied lands of this Company should be sold. chas. w.Meade Charles W. Meade was appointed General Manager of Department 88 of the Department of the East at a salary of $7,500 a year. Thos l Tii Thomas L. Tullock was ajjpointed ' Auditor of the Dertmtnt lit ot department of the East at a salary of $5,000 per annum. the East. Houses for March 16th. The President was authorized to con- struct houses for the reception of emigrants at Duluth and Brainerd, and at such other points further west as may be thought best. John s. Loomis' The resignation of John S. Loomis of the office of resignation. . . .Land Commissioner was accepted. Lease of Lake The committee agreed to the form of lease of the Lake iiississippiiiaii- Superior and Mississippi Railroad, and authorized the President to execute and deliver the same. orading lands March 28th. The Managing Director of the Land Department was authorized to grade the prices of land in Minnesota on the basis of six dollars per acre as the EXECUTIVE COMMITTEE. 91 maximum price for first class lands, excepting lands 1872. within one mile of the railroad and near depots and town sites; no lands to be sold below the maximum fixed by the mortgage. The prices of lands in Washington Territory and. Grading lands Oregon, it was determined, should ba left till otherwise Territory, ordered to the discretion of the Managing Director of the Land Department in connection with the agent of the trustees of the bondholders ; no lands, however, to be sold below the minimum price fixed by the mortgage. Charles W. Meade was appointed General Manager of chas w. Meade the Department of the East at a salary of $10,000 a year. Department <>t the East. April 2d. It was resolved that when final payment is Deeds to lands. made on lands sold r the President and Secretary of the Company are authorized to sign, affix the corporate seal to, and acknowledge deeds, with full covenants of warranty of such lands; and when the trustees, by joining in the same deeds, or by other instruments, have duly released their interest in the lands, the deeds shall be delivered by the Land Department to the purchasers. The President submitted a contract between himself, Contract with representing this Company, and Sir Hugh Allan, repre- Railway, senting an association to be incorporated to construct the Canada Pacific Railway, which was approved. The committee on the purchase of the property of the Purchase of Oregon Steam Navigation Company submitted a report steam Naviga- giving a schedule of the estimated value of said property, property npan whereupon it was resolved that the proposition of the Oregon Steam Navigation Company to sell 37, 500 shares, being three-quarters- of the entire capital stock, be accepted, and the Treasurer be authorized to issue bonds and notes of the Company in accordance with the proposi- tion, and take the transfer of said stock in his name. Payment for stock to be made as follows: $750,000 in the First Mortgage Bonds of this Company ; $250,000 out of the net earnings of the boats, and notes of this Company as follows: $100,000 at one month; $100,000 at three; $100,000 at five ; $100,000 at seven ; $100,000 at nine. 92 NORTHERN PACIFIC RAILROAD. i^2- BOARD OF DIRECTORS. superior** and Apiul 10th. It was resolved that the form of lease of roLd'tobe sub- the L ake Superior and Mississippi Road be submitted to holders* Bt ck ~ a special meeting of stockholders of this Company, and if the same'be approved by a majority of the stockholders the lease shall be executed by the President, and he shall take possession of the road according to the terms of the lease. special meetings The By-laws were so amended as to provide for special of stockholders. * x '- meetings of stockholders on ten days' notice. Purchase of The President was authorized to buy fifteen bonds of the City of Du- the City of Duluth at eighty, the purchase not to exceed $12,000 in all, in pursuance of the arrangement made for the construction of the dike in Superior Bay. EXECUTIVE COMMITTEE. New offices on May 2d. The President was directed to purchase or Filth Avenue. lease the building on the corner of Ninth Street and Fifth Avenue, known as the March property, for the offices of this Company. Lease of Lake May 3d. The President presented the draft of the lease Mississippi Ran- of the Lake Superior and Mississippi Railroad, and was authorized to execute it. (Ex. Com. Record, Vol. L, pp. 85-112.) Geo. a Wright George B. Wright was appointed General Agent of the General Agents Land Department of the Minnesota District, and John W. meat tpai Sprague General Agent for the Land Department of the Pacific District. , eo.R Wright George B. Wright was authorized to select any lands to select Minne- ' sola lands. inuring to the Company in the State of Minnesota by virtue of its Congressional grants. Oeo. Bheppud The Managing Director reported his appointment of General Manager , i Land Depart- George Sheppard as General Manager of the Land Britain. Dep irtinent for Great Britain at a salary of 1,250 and extraordinary expenses in addition. The Board confirmed the appointment. BOARD ()F DIRECTORS. 93 1872. George B. Wright's salary was fixed at $3,700 per Geo. b. Wright's salary. annum. John W. Sprague was authorized to select any and all Johnw. Sprague r , 'to select lands lands inuring to the Company in the State of Oregon and in Oregon and f L J " Washington. Territory of Washington by virtue of Congressional grants. It was resolved that persons purchasing land of this Landpurchas- x x ers tickets. Company in Minnesota to the extent of forty acres or more shall have free transportation over the road for themselves, their wives and children, within sixty days of purchase, on going to settle on the lands. The resolution of November 17th, 1871, concerning exploration tickets, was repealed. May 15th. The salary of C. T. Hobart, Superintendent ^t HWwta of Main Division, was fixed at $3,000. The President was authorized to appoint a Eesident t<^^^tomi Auditor of the Department of the East, to be subject to of tho ^ the orders of the General Treasurer, and to examine accounts of station agents and others having accounts with the Company, and to be able to furnish at all times an intelligent statement of the cost of working and building the road in its various departments. -:o:- BOARD OF DIRECTORS. June 11th. The By-laws were so amended as to make Treasurer eligi- ble as Director, the Treasurer eligible for election as a member of the Board. Ashbel H. Barney was elected Director, in place of Mr. Director Ba v?ce Felton, resigned. Felton - ' A report from the Committee on Salaries was adopted, Salaries of Pres- r r ' ident, Treasurer fixing the salary of the President at $15,000 a year; of the* nd Director of Treasurer at $10,000; of the Managing Director of thement Land Department at $10,000. June 12th. The President was directed to notify to Notice to Gov- J eminent of ob- the President of the United States and the Secretary of struction by ^ Indians. the Inferior that this Company is obstructed and 94 NORTHERN PACIFIC RAILROAD. 1872 > delayed in its surveys and construction work by the active hostility of Indian tribes in Montana and Dakota, and that these obstructions may, if not obviated, delay the com- pletion of the road beyond the time fixed by law. Resignation of A letter from President Smith was read, tendering his resignation on the ground of the rapid growth of the Northern Pacific enterprise, and the increasing difficulty to be found in giving to it the attention it demanded, and at the same time attending to his railroad interests in the East. The resignation was referred to a committee composed of Messrs. Cheney, Cass and Moorhead. Quorum of It was resolved that this Board, or so many members Board to go t: d Minnesota and as should constitute a quorum, proceed to Minnesota, not Pacific coast. * * later than the 1st of August, for the purpose of attending to the Company's business in that State, and thence go to the Pacific coast, with full power to locate the terminus of the road on said coast and transact other business there. Line of steam- Jclv 30th. The President was authorized to contract ers on the Mis- .... . _, sonri River. with any parties willing to construct and run an efficient line of steamboats between the crossing of the Missouri River and Fort Benton, and to guarantee to such parties the transportation of all the traffic of the railroad to points in Montana and the United States forts accessible to said boats. committee on July 31st. A committee, consisting of the President, St. Paul and Pa- & cine lands. Vice-President, and Messrs. Billings and Windom, was appointed to represent the interests of this Company before the Department at Washington, in conjunction with the Hon. B. F. Wade, the counsel of the Company, to co-operate with the Hon. G. L. Becker, President of the St. Paul and Pacific Railroad Company, First Division, in sustaining the order of withdrawal of the lands of the latter company heretofore made by the Government. from Ue ju f nction The balance of stock on the portion of the Northern to Red River. Pacific Railroad from the junction of the Red River was ( ordered to be issued and delivered to the stockholders, according to the terms of the original agreement. safaTy F Wade ' R The salary of the Hon. Benjamin F. Wade was fixed at $10,000 per annum up to 1st August, 1872, and thereafter at $6,000 and his expenses. BOARD OF DIRECTORS. 95 1872. A formal opinion was expressed by the Board, that the order of con- different sections of the St. Paul and Pacific Road should Paul and Pacific be constructed in the following order : First, from Glyndon to St. Vincent ; Second, from Sauk Rapids to Brainerd ; Third, from Sauk Rapids to Glyndon. August 1st. President Smith's resignation was accept- President x Smith s resigna- ed, to take effect on the 1st day of November. Complimen- tion accepted. tary resolutions were adopted in reference to his services to the Company. The committee to proceed to the Pacific coast was il . Co J n,D i ttee t( ] x the Pacific coast vested with the full powers of the Board, provided it shall be composed of not less than five members. A demand in writing by E. B. Litchfield on behalf of * d. Litch- his brother, E. D. Litchfield, for $175,000 in the bonds of tor hw.ooo at the St. Paul and Pacific Railroad Company, First Division, bonds. alleged to be due to him under contract with this Com- pany, was ordered to lie on the table. August 20th. The members of the Board voted for Geo. w. Cass elect o:- BOARD OF DIRECTORS. October 2d. The Pacific Coast Committee, vested with Meeting of com- mittee on Pacific full powers of the Board, met on board the steamer " North coast. Pacific" on Puget Sound, and directed the Chief Engineer to submit a description of the several lines surveyed with reference to the terminus of the road on Puget Sound. 7 98 NOBTHEBH PACIFIC RAILTJOAI). 18 * 2 - EXECUTIVE COMMITTEE. Additional con- October 5th. The committee met at Kalama, A\ ash- atruetion on Pa- , m j. cine Division, mgton Territory. The Chief Engineer was instructed to construct so much of the sixty-six miles north of Kalama as would carry tbe road to a suitable site for the erection of a turn- table and of temporary buildings to accommodate the Letter of in- business for the next twelve months. structions as to sale of land on pacific coast. October 8th. The Managing Director of the Land Department submitted a letter of instructions to J. W. Sprague, General Manager of the Land Department on the Pacific coast, in reference to the policy to be followed in the management and sales of the Company's lauds on that coast. The letter of instructions was approved by sixty-five miles the committee. (Ex. Com. Record, Vol. I., pp. 149-156.) of road turned over to General sprague. October IIth. The committee met in Portland, Oregon. The Chief Engineer was directed to turn over to General Sprague, the Assistant Treasurer and General Agent, the sixty-five miles of road between Kalama and Hodgden's. The management of the business of this com- pleted section was placed in the hands of General Sprague, with entire control. BOARD OF DIRECTORS. October 11th. The Pacific Coast Committee met at Portland, Oregon. connection The Oregon Steam Navigation Company was requested MiPngetsounluto see upon what terms a favorable connection with boats on Puget Sound can be made by the -purchase of any existing line or otherwise. Reduction of October 12th. A plan for the reduction of the engineer- engineering force ing force on the Pacific coast was adopted. BOAED OF DIRECTORS. 99 1812. The settlement of the question of the terminus on Terminus on Puget Sound was postponed, and finally referred to the next meeting of the full Board at New York. The salary of the engineer of the Pacific Division wa"s ^^ T Q f Pa^iTo fixed at $2,500. Division. EXECUTIVE COMMITTEE. November 1st. The committee met at St. Paul, Min- nesota. The Assistant Chief Engineer was directed to push for- M J* Ti ^^ ward with energy the completion of the track to the Mis- P" shed souri River, and to diminish the engineering force as fast as the work is completed. The Assistant Chief Engineer was directed to discharge f J c r e ee to P bTcuv the entire force connected with tree planting. charged. BOARD OF DIRECTORS. November 21st. William A. Howard, of Michigan, was wm. a. Howard , , -| T -in Land Conimis- elected .Land Commissioner. sioner. November 22d. The Medical Department of the Com- Medical Depart- pany as now constituted was ordered to be abolished from and after January 1st next. November 23d. A proposition was submitted from proposition William S. King and associates to construct the remainder King to 'build of the road from the terminus on Puget Sound when fixed, J^" h ^ aA V0T ' accompanied by a proposition from the same parties to construct 208 miles, from the Columbia River above the Snake to Lake Pend d'Oreille. A resolution was adopted stating that the Board is. surrender of x interest in ter- willing to consider a proposition for the construction of minal citv a8 - L * p ducement to con- two hundred and fifty miles or more of its road on the structkm parties. Pacific coast, based upon yielding to the parties taking 100 NORTHERN PACIFIC RAILROAD. 18 ? 2 ' the contract whatever interest the Company may have in the terminal city on Puget Sound. Purchase of It was ordered that the purchase of the steamers of the steamers on Puget sound Starr Brothers, on Paget Sound, be made, and the Execu- tive Committee was given power to consummate the purchase. injunction suit December 5th. A writ served on Mr. Cass, at the superior Bay suit of the State of Wisconsin against the City of Duluth, to restrain the construction of the dike in Superior Bay, was referred to Benjamin F. Wade, counsel, in Washington. New Finance December 6th. A Finance Committee, consisting of Charles B. Wright, with the President and Vice-President, was created, to take charge of the finances of the Company, and provide ways and means. To this end the committee was authorized to use the credit and assets of the Com- pany. Before commencing its duties, the written assent of the Fiscal Agents shall be signified to such modifications of their contract as may enable the committee fully to discharge the duties contemplated. committee to December 7th. Messrs. Moorhead and Becker were ap- Lippiifann, W Ro- pointed a committee to negotiate with Lippmann, Rosen- Beutlial & Co. tbal & Cq f()r gome fc^ Qn wnich the gj. p au] ^ Pacific Railroad can be completed. -:o:- EXECUTIVE COMMITTEE. wm. s. King's December 7th. William S. King's proposition to con- cepted" 10n a struct about two hundred and eighty miles of railroad on the Pacific coast was accepted. {Ex. Com. Record, Vol. I., pp. 159-164.) Revised sche- December 12th. The salaries of the principal officers duieof salaries. of ^ Company were fixed as follows until further orders: President, $1,000 per month ; Treasurer, $833^ 5 LaTKl Commissioner, $833^- ; Chief Engineer, $833 1 'VV; General Manager of the Division of the Lakes, $60G T ^ (T ; General Manager of the Pacific Division, $500; Secretaiy, $500. BOARD OF DIRECTORS. 101 1872. December 28th. The Treasurer was instructed to make tMOO.ooonotes notes of this Company to the amount of $1,400,000 at four January interest months, and it was determined that fourteen fifteenths of the stock held by this Company in the Oregon Steam Navigation Company be equally distributed to the several notes and entered thereon as collateral; the notes and stock to be delivered to Jay Cooke & Co. for discount and credit, out of which the January interest on the bonds of this Company is to be paid. :o:- BOARD OF DIRECTORS. 1873. January 9th, 1873. A resolution was adopted favoring superior Bay , dike. a conference with the Governor of Wisconsin for a settle- ment of the suit against the Company on account of the dike across the Bay of Superior, also to procure an appro- priation from Congress to improve navigation of said bay. Colonel Thomas A. Scott, President of the Texas and Thomas a. Pacific Railway, came before the Board and proposed a tion for aoyern- joint application by this Company and the Texas and o^terest. Pacific for aid to the construction of the two roads by granting the Government's endorsement of the interest on bonds of the two companies to the extent of $40,000 per mile. January 10th. The President was authorized to employ Agent to repre- ,,. m , '..seut Company in some one to represent this Company m the lerntory of Montana. Montana with a special view to an extra session of the Legislature to consider the railroad interests of the Ter- ritory. [This action was taken in view of a letter from citizens of Bozeman, Montana, asking the Company to send an agent to Virginia City at the coming session of the Legislature to bid for the construction of a railroad through Montana on the basis of a subsidy of $2,000,000.] The Board gave its assent to the Lake Superior and Assent to Lake Mississippi Railroad Company's guaranteeing the interest Mississippi Rail- on the Third Mortgage Bonds of the Iowa Central Rail- guaranty oiioVa road Company, provided the North Missouri Railroad bonds' 1 Company joins in said guarantee, and provided further 102 NORTHERN PACIFIC RAILROAD. 1873 . that the North Missouri Railroad takes a lease of and agrees to operate the Iowa Railroad, and makes provision for the payment of the coupons of the bonds of the Iowa Central Railroad Company. Arrangement Februaky 13th. An arrangement with Governor Wash- Washburne, of burne, of Wisconsin, for the settlement of a suit brought terminus kt Su- by that city to remove the dike from Superior Bay was penor i j. su b m itted to the Board and approved. According to the terms of settlement the Northern Pacific Railroad Com- pany agrees to build a branch from the main line of the Lake Superior and Mississippi Railroad in Duluth, across Rice's Point and Conner's Point, and along the shore of the Bay of Superior to the Nemadji River, the line to connect with wharves and docks in said bay, and to be completed within eight months from the time when a deed shall be delivered to this Company for the right of way and all station grounds and wharf frontage needed for its business. In conducting the business of the road, the Northern Pacific Company agrees to place Duluth and Superior on such equal footing as will leave the com- mercial Avorld to elect for itself where it will do business, without any discrimination in favor of either place. It further agrees to erect grain elevators in Superior, or per- mit private parties to do so. Joint action President Cass stated to the Board his action in the with Texas and . . .. Pacific Railway matter of the proposed joint application to Congress for a Government aid guarantee of the interest on the bonds of this Company and the Texas and Pacific Railway Company, and sub- mitted a letter to Colonel Thomas A Scott, and a joint memorial signed by the charter officers of the Texas and Pacific Company and by the majority of the Board of Directors. Negotiations The President was authorized to enter into negotiations for transfer of . superior and st, with Walbridge Brothers & Sarjeant, to ascertain if arrangements can be made for the transfer of the charter and franchise of the Superior and St. Croix Railroad with the $350,000 of bonds of the County of Douglass and 3,000 acres of land for construction of said road. r>. c. Linsiey'e The resignation of D. C. Linsley, Assistant Engineer in Chief, was accepted, to take effect March 1st next. BOARD OF DIRECTORS. 103 1873. General Thomas L. Rosser was placed in charge of the General Thos. Dakota Division as Division Engineer at a salary of neer on Dakota *r.^>^ n Division. $300 a month. February 14th. The following preamble and resolu- tion were adopted : Whereas, in and by a certain contract made and entered . Qot*: EXECUTIVE COMMITTEE. May 22d. Theodore Hosmer was appointed Special s e- Hc Tnt Agent for the proposed town site on Pusret Sound, to have for Puget sound town site the charge of the business of said town site under the 110 NORTHERN PACIFIC RAILROAD. 18iy3 > direction of Vice-President Rice and Director Ainsworth. special loan on The Finance Committee was authorized to borrow from account oiPnget sound terminal $50,000 to $100,000, and deposit the amount in a New town site. x York bank to the credit of the Treasurer, the same to be used as a special fund in connection with the proposed town site on Puget Sound, the loan to be paid out of the first proceeds of the town site. offer of lands June 3d. A resolution by the Lake Superior and rior and Puget Puget Sound Company was presented, offering to vacate to the Northern Pacific Railroad Company lands owned by that Company in any location whicli may be selected as the western terminus of the Northern Pacific main line, not to exceed two-thirds in value of the lands owned by that Company in said location. -:o: BOARD OF DIRECTORS. Six per cent. June IIth. Resolutions were adopted authorizing the bonds authorized - 1 issue of six per cent, bonds, the same in form and substance in all respects as the bonds heretofore issued except only as concerns the rate of interest. committee on A committee, consisting of Messrs. Cheney, Wright Montana. and Tower, was appointed, to consider the subject of the construction of a wagon road from the mouth of the Musselshell River to Helena, Montana. -:o:- EXECUTIVE COMMITTEE. Agreementwith June 25th. The President was authorized to execute St Paul and Pa- cine Company an agreement with the St. Paul and Pacific Railroad Com- concerning lands EXECUTIVE COMMITTEE: 111 pany for the management and sale of the lands, title to 1873. which is in dispute between the two companies, where their respective roads cross. June 26th. The President was directed to procure examhmtion^of without delay the examination by the Government of the f n xt mshington sixty-five miles of road completed in Washington Terri- Terntory tory. July 10th. The President read a correspondence by CO ma P as r terminai telegram between the Commissioners to locate thegoKuL 11 Pnget terminal city on Puget Sound and himself, and between himself and the several members of the Executive Com- mittee and Finance Committee, including a telegram from R. D. Rice and J. C. Ainsworth, that bonded donations had been secured at Tacoma to Puget Sound Company and this Company of about 1,500 acres, and that to carry out the plan of a city company on two million basis with a prospect of success they unhesitatingly decided in favor of Tacoma. Messrs. Wright, Tower and Moorhead tele- graphed from Philadelphia in favor of Tacoma. Mr. Billings concurred with them in view of the necessity of an immediate decision, and President Cass telegraphed to Rice and Ainsworth approving their decision for the location of terminal city, and directing the purchase of a saw mill property at that point for $100,000 gold. The President was authorized to cause a map to be Branch. aSCa e made and filed in the office of the Commissioner of the General Land Office, fixing the route of this Company's branch of its main trunk line across the Cascade Moun- tains to Puget Sound. A letter from John N. Goodwin, claiming $25,000 for Joiin n. aood- ' win a claim. services in Washington, was referred to the Finance Com- mittee. It was resolved that in order to utilize for the benefit manage P terminai of this Company the lands of the terminal city on Puget C1 y proper y - Sound, an organization be made under some available charter to bring the property into market, and that this Company retain one-half of the capital and one share more in such organization and offer the remainder for sale, and that the capital of the organization shall be 112 NORTBEEN PACIFIC RAILEOAD. 1873 $2,000,000. Messrs. Wright and Tower were appointed a committee to carry this plan into effect. A Ge ta E t r'f* George E. Beebe was appointed Assistant Treasurer in tow. the office in New York City. Salary, $333.33 per month. Loan authorized j UTjY i9 TH it wa s resolved that the Finance Committee to build road to Puget sound. was further authorized to borrow money for the construc- tion of the Company's road to Tacoma, on Puget Sound, and to apply the first proceeds of the sale of the share capital of the terminal city site to the repayment of any loan that the committee or any one of its members may make. Four Directors The President was authorized to name four of the five of the Tacoma company. Directors of the Company to manage the terminal city site on Puget Sound, and he appointed Messrs Wright, Tower, Billings and Ainsworth. RobtRThomp- Auoust 13th. Robert R. Thompson, of Portland, Tacoma lands Oregon, was appointed Trustee to receive the title to lands for or connected with the terminal city on Puget Sound, and to hold and convey such lands under the direction of this Company. h. a. Towne h. A. Towne was appointed Superintendent of Machin- Superintendent x r r of Machinery, ery at a salary of $4,000 a year. Musselshell The proposition of Hauser, Sanders & Co. concerning wagon road. the proposed Musselshell wagon road was accepted. LandinTnurs- A resolution was adopted declaring this Company has re-conveyed to heretofore relinquished, and does hereby relinquish, all right, title, claim and interest in certain lands and lots, conveyed to Marshall Blinn by certain citizens of the County of Thurston, Washington Territory, for the bene- fit of the Northern Pacific Railroad, and that Marshall Blinn, the Trustee, is hereby authorized, so far as this Company may have any power, to re-convey all the lots and lands to the denors respectively. Proposal to August 14th. The Chief Engineer was authorized to Missouri to Yei- advertise for proposals for grading and bridging the road between the Missouri and Yellowstone Rivers, to be let in sections of twenty -five miles. BOAKD OF DIUECTOKS. 113 1873. August 28th. The President was authorized to have a Dakota coal ...... _ lands to be ex- full exploration made of the Company s coal lands in Da- piored. kota, and to open one or more mines for the purpose of procuring coal for the use of the Company. :o:- BOARD OF DIRECTORS. September 10th. The folio wing resolution was adopted: Resolved, that not recognizing the right of the Executive issue of six per 000 cent, bonds. Committee to rescind a resolution of the Board, the Board hereby adopt the resolution passed by the Executive Com- mittee on the 26th of June, 1873, providing for the issue by this Company of six per cent, bonds, and also adopt the modification of that resolution made by the Executive Committee on the 10th of July, 1873, in the words follow- ing : * Resolved, that this Company, in negotiating and pro- curing the loan secured by the Company's mortgage dated the 1st day of July, 1870, beyond the thirty millions of dollars of 7-30 bonds heretofore authorized and issued, shall make a new or further issue of bonds, the same in form and substance and of the same tenor and effect in all respects as the bonds heretofore issued, except only that the rate of interest thereon shall be six per cent, per annum, payable semi-annually on the first days of April and October in every year, and that the principal and interest of said bonds shall be payable at the Company's office in New York City. " And be it further resolved, that with this change the report of the Executive Committee be accepted and approved. The following resolution was adopted: Resolved, that the Northern Pacific Railroad Company ^XZw?Z$n locate and construct its main road to a point on Puget terminus. Sound on the southerly side of Commencement Bay, in Township 21, Range 3, east of the Willamette Meridian, 8 114 NORTHERN PACIFIC RAILROAD. 1873 . an( j w ithin the limits of the City of Tacoma, which point in said city is declared to be the western terminus of the main line of the Northern Pacific Railroad. proposition Septembee IIth. An offer from the Board of Direct- rio^an/pngetors of the Lake Superior and Paget Sound Company to sound company seU the fr^kj^g and prop erty of that company to the Northern Pacific Railroad Company was received and referred to the Executive Committee. : o:- EXECUTIVE COMMITTEE sale of lands September 17th. A resolution of the Land Committee compTny* n was approved providing for the sale to the Tacoma Land Company of the lands lying within the limits of the City of Tacoma, belonging to this Company, at specified prices, according to location, varying from $10 to $100 per acre. Tacoma saw An offer from Hanson, Ackerman & Co. to rent the saw mm leased. m ^ p r0 p er fcy a t Tacoma (recently purchased of them) for $750 per month was accepted. Proposal to sen The President was authorized to notify to F. R. Delano st. Paul and p that this committee is willing to enter into a contract for cine stock. tlie transfer to him and his associates of the stock held by this Company in the First Division St. Paul and Pacific Railroad Company and its branch line, conditioned on the completion of the branch to Brainerd, and on a contract for the business of the Northern Pacific Railroad between St. Paul and Brainerd, which shall make St. Paul a practical terminus for the business of the Northern Pacific in that direction. Proposed lease The proposition of "Washburne, Steele, Washburne & and st. Louis Langdon, to rent the Minneapolis and St. Louis Railroad, Railroad. . , . . -,.,. was accepted on certain conditions. Geo. Gray em- The President was authorized to employ the services of ployed as attor- Q eor ^ e Q m y exclusively for this corporation, his compen- EXECUTIVE COMMITTEE. 115 sation to be divided equally between the Operating and 1873 . Land Departments. The President was authorized to notify the Executive offer to buy - J out Lake Supe- Committee of the Lake Superior and Puget Sound Com- ** "* ^k 6 * r Sound Company pany that this Company is now willing to buy the stock and franchises of that company at the cost thereof to the stockholders and nine per cent, interest thereon to October 1st, 1873, and pay for the same in six per cent, bonds of the Northern Pacific Eailroad Company at ninety per cent., and to pay in addition a bonus of fifty percent, of the cost of that company's stock in Northern Pacific stock. September 19th. R. R. Thompson, Trustee, was direct- 1^^^^ ed to transfer to the Tacoma Land Company all titles or contracts for title he may have acquired on behalf of this Company, reserving to this Company whatever land the President may deem necessary for railroad uses. The proposition of Messrs. Sweetzer and Robbins, of . offer of lands Superior City, offering to donate to the Superior and St. Cloud Railroad Company certain lands in Superior City for depot purposes was accepted. September 23d. On account of the inability of the Fis- Treasurer di- 1 i nil- , , rected to raise cal Agents to comply with their agreement of the 16th money on se- May last to take $9,000,000 of bonds, and because of the cuntie8, necessity of obtaining means for the completion of the road to Tacoma, the Treasurer was instructed to use and dispose of all or any portion of the securities and dues to this Company by sale or as collateral to cover advances of money or material. September 27th. The approval of the Trustees of the _ Approval of . . Trustees of bond - bondholders of the resolution to sell to the Tacoma Land holders to sale _ to Tacoma Land Company the land of this Company within the limit of the Company. City of Tacoma was received and entered on the record. October 22d. Provision was made for certain indebted- Saf^SSS ness of this Company to the First National Bank, of p rt- BankofPortland land, Oregon, by the making of new notes secured by 3,600 shares of the Tacoma Land Company's stock. 116 NORTHERN PACIFIC RAILROAD. 18^3. BOARD OF DIRECTORS. Acceptance of December 4th. A letter from the Secretary of the Inte- Dakota Division . , .. . . . , , nor was presented announcing the acceptance of the road from the Red River to the Missouri River. six per cent. A. resolution was adopted repealing and annulling the bonds resolu- * * v , tion rescinded, six per cent, bond resolution adopted by the Executive Committee July 10th, and confirmed by the Board of Directors September 10th. It was stated in the preamble to this resolution that grave doubts had arisen whether this Company can legally issue six per cent, bonds under its mortgage, which authorizes the issue only of 7^y per cent, bonds, and that in fact no such six per cent, bonds had been issued. Principal and A resolution was adopted making the place for the pay- in New York, ment of principal and interest on this Company's loan the Company's office in the City of New York. congressional The President was authorized to make application to Congress for aid to complete the construction of the road of this Company. Funding inter- December 5th. The Finance Committee was directed m cer i ca es ^ ^g g teps for funding the next January interest and the next July interest in certificates. Agreement The President was authorized to execute the agreement rior and Missis- in triplicate between the Lake Superior and Mississippi neapoii^andst Railroad Company, the Minneapolis and St. Louis Rail- ompames roa( j c om p anv anc j the Northern Pacific Railroad Company. Roiling stock The President was authorized to accept a proposal of Sis" t0 and in st the Minneapolis and St. Louis Railway Company to lease Louis company. to that Company $100,000 worth of rolling stock. contract for The contract with W. J. Kountz for transportation on Missouri River .-, -. . t-.. i transportation, the Missouri River was approved. 1874 . January 7th, 1874. It was resolved that this Company Terms of pur- w iH purchase so much of the entire stock of the Lake chase of Lake superior and Superior and Puget Sound Company as may be offered property. within sixty days, the amount to be at least 10, 000 shares, exclusive of the shares of Jay Cooke & Co., or shall secure the control of the organization of that company, and will pay therefor in the bonds of the Northern Pacific Railroad EXECUTIVE COMMITTEE. 117 Company at par at the rate of $30 per share for fully paid 1874. up stock, and $20 a share for increased stock, of which $10 a share had been paid in. The resolution for issuing certificates to fund interest Kan for fund- . , , , , . -i.t . ing interest cou- was rescinded, and a resolution was adopted proposing pons in interest to the bondholders to fund the accrued interest and a Bonds, portion of the accruing interest in five-year interest Land Warrant Coupon Bonds bearing interest at seven per cent. , such bonds to be receivable at par in payment for any of the Company's lands along its finished road east of the Missouri River and north of the Columbia River, the price of the lands to be twenty-five per cent, less than the regular cash or bond price ; the Interest Land War- rant Bonds to be also receivable for the First Mortgage Bonds of the Company at any time before April 1st, 1877. S. Kennedy Cass was appointed Trustee, to hold in 8 - Kennedy J rr Cass appointed trust for the depositors the coupons and orders for interest Trustee. under the foregoing plan. January 8th. On account of a disagreement between committee to settle disagree- the Lake Superior and Puget Sound Company and the ment with Lake . * ' * Superior and Northern Pacific Railroad Company with reference to the Puget Sound , Company. town sites in Dakota and east of the Missouri River, an arbitration was agreed upon and the dispute was referred to a committee of six. EXECUTIVE COMMITTEE. January 28th. The Treasurer was authorized to pro- Funding the vide for the interest maturing Januarylst, 1874, by fund- interest in bonds', ing the same in the 7.30 bonds of this Company at par. February 16th. Major George B. Hibbard was ap- Geo.B.mbbard pointed Assistant Land Commissioner, and assigned to commissioner. duty west of the Rocky Mountains. The Treasurer was authorized to sell for a considera- Sale of account ofNewcomb&Co. tion to be approved by the President the account of this Company against B. Newcomb & Co., amounting to about $27,101.85. 118 NOETHEEIST PACIFIC RAILROAD. 1874. Treasurer to March 5th. The Treasurer was authorized to borrow tomeet present money on the notes of this Company with bond as collateral, a sufficient amount to meet the present necessi- ties of the treasury, and if he cannot do so, then he is authorized to sell such an amount of bonds, at the best price he can obtain, to relieve the present pressing demands. : o: BOARD OF DIRECTORS. * TJ 10 "-^- c * n - March 12th. Thomas H. Canfield was elected a Direct- field Director, vice catiin, re- or i n place of A. L. Catlin, resigned. signed. > r . . .- settlement with The Treasurer was authorized to issue to John N. Good- win 7-^f bonds of this Company to the amount of $25,000 in full payment of his bills and claims against this Company and the Lake Superior and Puget Sound Com- pany for services and disbursements. sale of Oregon E. M. Lewis, Trustee, was authorized to sell of the Steam Navigation Company's stock Oregon Steam Navigation Companv's stock now in his authorized. . i , .. . . . _ possession so much as he can sell at the rate of $40 a share, and to credit the proceeds on the notes of this Company, upon the following conditions, however : That this Company shall have the right to redeem the said stock or any part thereof within one year from the 1st day of April, 1874, at $40 a share with interest, and that any dividends that may be received in the mean time shall be credited to the amount required to be paid for such redemption. surrender to The President was authorized to settle with E. D. Litch- E. D. Litchfield of st. Paul and field bv surrendering to him the stock of the mam lme of Pacific stock. the St. Paul and Pacific Railroad First Division, this Com- pany retaining the stock of the branch. Bonds to be March 13th. The President, or the Chairman of the sold to raise , . _ . money for Land Finance Committee, was authorized to obtain money by a loan on the bonds of the Company, or by a sale of bonds to meet from time to time the cash requirements of the Land Department. EXECUTIVE COMMITTEE. 119 1874. The contract with Captain Eber Ward for transporta- contract with i P -ir, i t Capt. Eber Ward tion on the lakes for the season of 1874 was approved. It was resolved that this Company would enter into a . rP sal ., to r J t build 200 miles contract with any responsible parties to build and equip west of Missouri the 200 miles west of the Missouri River as proposed in Jay Cooke's letter of March 11th, 1874. March 24th. The Fidelity Insurance and Trust Com- . Disposition of ^ two millions pany, holding two millions of this Company's bonds on a bonds in the special trust and deposit made with them by Jay Cooke insurance, Trust -, ,. -mi - " ,, - . ., and Safe Deposit & Co., were directed to deliver to Edwin M. Lewis, the company, trustee in bankruptcy of Jay Cooke & Co., $231,700; to receive from the Treasurer of this Company $768,300 registered bonds, in place of a like amount of coupon bonds, being a portion of the said two millions, and to cancel $1, 768,300 of the registered bonds of this Com- pany of the said two millions and surrender them to this Company. March 25th. The Treasurer was authorized to issue tionai P amounts the scrip of this Company for fractional portions of $100 m res in redeeming interest due in bonds. April 9th. A memorandum of the settlement of Settlement with Bankrupt- aCCOUnts between the Northern Pacific Railroad Company cy Trustee of T Jay Cooke & Co. and Edwin M. Lewis, the trustee in bankruptcy tor Jay Cooke & Co., was presented and confirmed. (Directors' Record, Vol. II, pp. 61-64.) The Executive Committee reported that they had surrender of x Lake Superior agreed upon the terms for a surrender of the lease of the and Mississippi L Railroad Corn- Lake Superior and Mississippi Railroad Company, and pany's lease. the Board resolved that these terms be approved and carried out, and that the property be surrendered as of the 1st of February, 1874. The resignation of William B. Ogden as a Director J^^EnStaa"" 1 *" presented and accepted. :o: EXECUTIVE COMMITTEE. May 30th. The President was authorized to execute a Lease of eie- lease to Munger Brothers for the site of an elevator and Munger Brothers warehouse at Duluth, 120 NORTHERN PACIFIC RAILROAD. 1874. Settlement with The draft of an agreement with E. D. Litchfield, for the settlement of the suit brought by him against this Company, for a transfer to him of the interest of this Company in the St. Paul and Pacific Railroad First Division, was presented and approved. {Ex. Com. Record, Vol. L, pp. 226-227.) improvements Certain improvements ordered to be made at Tacoma by Charles B. "Wright, Vice-President, including the con- struction of track to wharves and warehouse and office building, were approved. -:o:- BOARD OF DIRECTORS. DhSTtor!' F vi% e AuGroST 7th. William C. Fargo was elected a Director ogden, resigned. j n place of William B. Ogden, resigned, issue of bai- The President and Treasurer were directed to issue the ance of stock. balance of this Company's stock due to stockholders for completed road, pursuant to the tenth section of the supplementary agreement between Jay Cooke & Co. and this Company, made May 20th, 1869. Assignments of A resolution was adopted directing that whenever original shares . x regulated. assignments are made of a share or part of a share of the original twenty-four shares of interest in this Company, the certificates of the due proportion of stock to be issued shall be issued to the assignee, provided the assignment is filed with the Treasurer and is satisfactory to the President. wm.windom's The resignation of William Windom as a member of the Board was presented, to take effect on the election of Dorillus Morrison, of Minneapolis, in his place. Disposal of August 8th. The President was authorized in his dis- Company's stock in st. Paul and cretion to dispose of this Company's stock in the St. Paul Pacific Railroad. . x J and Pacific Railroad for the purpose of securing the com- pletion of the St. Paul and Pacific extension lines from Watab to Brainerd, and from Glyndon or St. Cloud to St. Vincent, and also for the purpose of securing favor- EXECUTIVE COMMITTEE. 121 able running arrangements over said roads for the 1874 . business of the Northern Pacific Railroad and its con- necting roads. Dorillus Morrison was elected a Director, vice William Dormus Mor- _ . _ . _ rison Director, Wmdom, resigned. vice windom, resigned. EXECUTIVE COMMITTEE. October 6th. R. M. Newport, of Brainerd, Minnesota, r. M.Newport this Company's Auditor, was appointed agent to receive Agents for mail moneys due to the Company on account of mail contracts. J. W. Sprague, this Company's General Agent in Wash- ington Territory, was appointed agent to receive similar payments for mail service in said Territory. The Chairman of the Finance Committee was authorized ^? bt J J*5* National Bank, to settle the debt of $100,000 due to the First National of Washington. Bank, of Washington, by taking up the Company's note and using therefor the $200,000 of bonds given to secure the endorsers of said note. October 8th. The funding resolutions passed January interest due 7th, 1874, were amended so as to make them applicable to to be funded. ' the interest due January 1st, 1875. November 12th. The President was directed to urge congressiona . aid. upon Congress the passage of a law granting aid to this Company, and to cause the attendance at Washington of such of the officers, agents and influential friends of the Company as he may think necessary to assist him, and further to pay such expenses as he may find to be needful. It was ordered that the office of Treasurer of this Com- Treasurer's of- pany be established at Brainerd, and that all the accounts Brainerd ve and books conuected with the Treasury Department be kept there, excej)t such as by the Company's Charter or Mortgage may be required to be kept elsewhere. It having been found impracticable to convey to the Lands conveyed Tacoma Land Company the quantity of land contemplated Land company. by the resolution of the Executive Committee of Sep- tember 17th, 1873, by reason of the greater portion of the 122 NORTHERN PACIFIC RAILROAD. 1874 , odd sections within the limits named having been taken under homestead and pre-emption rights, a resolution was adopted specifying other sections to be conveyed to said Land Company to make up the full amount of 12,000 acres agreed upon. funding^nterest ^ resolution was adopted withdrawing on and after g ge F bona^re- December 1st, 1874, the authority given to the Treasurer peaied. }yj resolution of January 7th, 1874, to convert interest on this Company's bonds and land warrants into its First Mortgage 7^,- bonds . bonds ?o r be 6 de- November 13th. The Treasurer was directed to destroy stroyed. by burning all the six per cent, bonds of this Company prepared for issue but not issued, and the authority to issue which has been repealed. share capital November 24th. On account of the impossibility of company re- conveying to the Tacoma Land Company the full amount million. of land contemplated within the limits of Tacoma, a reso- lution was adopted reducing the capital stock of said organization, originally fixed at $2,000,000, to $1,000,000, the same to be divided into 20,000 shares of $50 each, and this Company to retain for the present 10,001 shares ; the remainder to be offered for sale. 1875. Meeting of bond- January 5th, 1875. A meeting of the bondholders of this Company was called for March 18th, to take action in reference to the application to Congress for aid to com- plete its road by a Government guarantee of interest on its bonds. Awaiting such action, the funding of coupons into Interest Land Warrant Bonds, as heretofore provided for, was ordered to be suspended from January 1st, 1875. -:o:- BOARD OF DIRECTORS. de^m^ore on January 14th. A resolution was adopted surrendering steamNavigation flj e right of this Company to redeem the stock of the Company's stock t> * surrendered. Oregon Steam Navigation Company, which it reserved m BOAED OF DIEECTOES. 123 the resolution of this Board adopted March 12th, 1874, WW. and authorizing E. M. Lewis, Trustee, to dispose of said stock free from this Company's option to redeem it at the rates in said resolution mentioned. :o:- EXECUTIVE COMMITTEE. January 22d. The committee recommended the Direct- Distribution a , , . _ , of Jay Cooke & ors ot tne .Lake Superior and Puget Sound Company to Co ' sasset 8. accept the distribution of the assets of Jay Cooke & Co. , as offered by Edwin M. Lewis, the Trustee in bankruptcy, to the following extent, to wit : 1. Five per cent, in cash. 2. Thirty-five per cent, in Northern Pacific bonds at seventy. 3. Fourteen per cent, in Oregon Steam Navigation Com- pany's stock at $40 per share. And that the bonds of the Lake Superior and Mississippi Railroad Company be for the present not accepted. The President was authorized to procure from Congress Extension of an extension of the time to complete this Company's road tbTroad. omplete to December 31st, 1885. :o:- BOARD OF DIRECTORS. March 3d. The President was authorized to execute a BondtoGovem- bond to the United States for the sum of $30,000 f or a ZSL at Duiutti warehouse, class three or four, in Duluth. March 17th. The President gave information of the coaiinPuyaiiup recent discoveries of excellent coal on the Company's Valley ' lands in Puyallup Valley, and elsewhere in Washington Territory. The President was authorized to dispose of so much of sale of roiling . . stock. the rolling stock of this Company as is not now required for the purpose of operating the road, and is going to decay. 124 NORTHERN PACIFIC RAILROAD. 1875. committee on March 19th. A committee of three, consisting of number "of e m-^ essrs - Cheney, Fargo and Morrison, was appointed, to pioyees. ascertain what reduction or change can be made in the number of officers and agents of this Company, and also what compensation for services shall be allowed in future. o : EXECUTIVE COMMITTEE. Agreement for April 7th. The President submitted the draft of an with jay Cooke agreement for a final settlement of all accounts growing out of the relation between Jay Cooke & Co. and this Company under the contracts between them. This form of agreement was adopted and the President was author- ized to execute it. {Ex. Com. Record, Vol. I., pp. 244- 247.) Trustee ogden's April 13th. The resignation of William B. Ogden as ceptld* lon a trustee of the bondholders under this Company's mort- gage was accepted. : o : BOARD OF DIRECTORS. Resignation of April 22d. A communication was presented from G. W. President cass. Cagg) tlie p res id e nt of the Company, announcing that having been appointed by the Circuit Court of the United States for the Southern District of New York Receiver of the Northern Pacific Railroad Company, its road and prop- erty of every kind, and having entered into possession of the same, he deemed it proper to tender his resignation as President of the Company. The following preamble and resolution were adopted : Acquiescence Whereas, on the 16th day of April instant an order was ment e of P aRe- en tered appointing a Receiver of all the property of this ceiver. Company, who has entered into possession thereof; there- fore EXECUTIVE COMMITTEE. 125 Resolved, that this Company acquiesce in said appoint- 1875. ment, and that it will execute forthwith such deeds and conveyances as by the said Receiver may be deemed appropriate to conform to said order ; and that the proper officers be advised to sign the same and affix the seal of this corporation thereto. The draft of an instrument of further assurance of the acceptance of the Company of the action of the Court appointing a Receiver was ordered to be executed in due form of law. (Directors' Record, Yol. II., pp. 91-03.) April 23d. Charles B. Wright was elected President chas.B. Wright dec tod Presi* of this Company in place of Greorge W. Cass, resigned. dent, vice Cass, The Board recommended the appointment of Charle- Charlemagne magne Tower to fill the vacancy as Trustee caused by the mended for resignation of William B. Ogden. :o :- EXECUTIVE COMMITTEE. May 3d. A preamble and resolutions were adopted to suspension of the effect that the property of this Company having been fork! 68 a ew taken possession of by the Circuit Court of the United States through a Receiver, and the duties and functions of the Company's officers being virtually suspended, and the Company without funds, therefore the salaries of all officers, clerks and others in the general office at No. 23 Fifth Avenue, New York, be suspended from this date until further notice, and that for such services as may in the mean time be rendered by said officers, clerks or others, the Company will pay them when in funds at such rate as this committee or the Board may fix as reasonable. On account of the impossibilitv of giving title to pur- Dispute about i < i , -r*- ,i m title to Bismarck chasers of lots in Bismarck, by reason of conflict of title, lots. the President was requested to go to Bismarck and arrange such a compromise as would quiet all dispute. May 8th. A letter from G. W. Cass, the Receiver, was Draft of deed to th.6 Receiver. presented, asking for a conveyance from this Company of all its property as specified by the order of the Court, and 126 NORTHERN PACIFIC RAILROAD. 18iy5 , a draft of a deed submitted by him was approved by the Committee. {Ex. Com. Record, Vol. I., pp. 253-256.) Lai^ ne sL al erior ^ UNE 11th " ^ ie Treasurer was instructed to renew and Mississippi this Company's endorsements of notes of the Lake Supe- Railroad Com- ..... * pany's notes, nor and Mississippi Railroad Company, heretofore given to the Northern Pacific Railroad Company for balance due to it on receiving from the makers interest due for said renewals. Arrangement June 19th. It was resolved that all persons holding: with holders of * D bonds as coiiat- 7-30 bonds as collateral security for indebtedness due from this Company, be permitted to sign the agree- ment heretofore issued by the bondholders' committee, Johnston Livingston, Esq., Chairman, and in case such agreement be consummated, to hold the new preferred stock in the place of the collaterals at present held by them. : o: BOARD OF DIRECTORS. Committee on September 14th. Mr. Cass was added to the Committee salaries to settle claims. on Salaries, and the committee was authorized to deter- mine the sums that shall be allowed to parties having claims against this Company for services rendered or expenses incurred. claims of September 29th. The Committee on Salaries and Claims RicT.w'rightand submitted reports on the claims of Frederick Billings, R. D. wiikeson. R . cej Charles B Wr ight and Samuel Wilkeson for ser- vices and expenses. New Board of September 30th. The new Board of Directors chosen by the preferred stockholders at the election held September 29th met this day at the Company's offices in New York. The members thus elected were: Edwin M. Lewis, John- BOARD OF DIRECTORS. 127 ston Livingston, James K. Moorhead, John N. Hutchin- 1875. son, George Stark, John M. Denison, George W. Cass, Charles B. Wright, Joseph Dilworth, Benjamin P. Cheney, Charlemagne Tower, Frederick Billings and J. Frailey Smith. The Board proceeded to elect officers. Charles B. Wright was elected President, receiving chas.B.wright seven votes to Frederick Billings six. Mr. Billings had previously declined the nomination. George Stark was elected Vice- President, New officers Samuel Wilkeson, Secretary, elected. George E. Beebe, Treasurer, George Gray, General Counsel, all by unanimous vote. A report from the Committee to fix salaries was adopted, officers" 68 f establishing the salaries of the officers as follows : President, $5,000 per annum. Vice-President, $5,000 per annum. Treasurer, $3,000 per annum. Secretary, $2,000 per annum. The Purchasing Committee, by Johnston Livingston, Purchase of the & ' J ; ' road by the Pur- Chairman, made a report to the Board, accompanied by chasing com- the deeds of conveyance made by the Masters, Trustees and the Receiver, executed to the committee in pursuance of the decree of the Court, and also a copy of a resolution of the committee with regard to the title of the railroad, property and franchises purchased at the sale made under said decree. The Purchasing Committee also reported Deeds of con- -iiii -ii veyance and that they had executed a chattel mortgage, approved by chattel mortgage the Court, as security, to George W. Cass. This report was accepted, and also the deeds of conveyance, dupli- cate of agreement, and copy of the chattel mortgage, and the same committed to the custody of the Secretary. The President announced the folio wing Executive Com- Executive mittee : Frederick Billings, Johnston Livingston, Edwin M. Lewis, George W. Cass, Benjamin P. Cheney. The following resolution of the Purchasing Committee aJ^SSStog was entered on the record : committee. Whereas, this committee has called a meeting of the 128 NORTHERN PACIFIC RAILROAD. 1875 . parties assenting to and complying with the conditions of the plan of the holders of the First Mortgage Bonds of the Northern Pacific Railroad Company, for the purpose of electing a Board of Directors of the Northern Pacific Railroad Company, who thereupon will assume and have the control and management of the railroad, property and franchises of the Company ; and the said parties assenting to and complying with the conditions of the said plan will thenceforth be the corporators of said Com- pany, and as such the owners in their corporate capacity of the railroad, property, rights, liberties and franchises, including the franchise to be a corporation, purchased by this committee, in pursuance of said plan, at a sale thereof made on the 12th day of August, 1875, under the decree of the Court. And whereas, by the deeds of conveyance of said rail- road, property, rights, liberties and franchises, including the franchise to be a corporation, made to this committee in pursuance of said decree and the order of the Court confirming said sale, the title to the same and every part thereof becomes ipso facto absolutely vested in all the said parties assenting to, and complying with, the conditions of said plan, as the corporators of the Northern Pacific Railroad Company, and in their corporate capacity, with- out any further act, deed or ceremony whatever. And whereas, it has been suggested that circumstances may hereafter exist or arise, although at 'present not apparent to this committee, rendering it expedient or desirable that the title to said railroad, property, rights, liberties or franchises, or any or either of them, or any part or parts thereof, be further declared perfected and assured. Resolved, that this committee or the survivors of them or their successors shall and will from time to time, and whenever requested by the said Northern Pacific Railroad Company, its successors or assigns, make, execute, ac- knowledge and deliver such deed or deeds, instrument or instruments, and do and perform such other appropriate act or acts, as the said Northern Pacific Railroad Com- pany may reasonably advise, devise, or require for the BOARD OF DIRECTORS. 129 further, better and more certain and effectual securing, 1875. declaiming-, perfecting and assuring the title to the said railroad, property, rights, liberties and franchises, as and to the said Northern Pacific Railroad Company, its succes- sors and assigns. EXECUTIVE COMMITTEE. October 1st. Sundry telegrams were read from the officers directed Purchasing Committee to the officers of the road in St. and'propertyto Paul, Brainerd and Kalama, directing them to turn over new or K anization the road, rolling stock and property to the President and new Board of Directors. -:o:- BOARD OP DIRECTORS. October 20th. The Board was advised by its counsel collaterals to that this Company is the owner by purchase of all the assets and property which were pledged previous to April 17th, 1875, for debts, and that the value of said collaterals is beyond said debts. It was therefore resolved that the President and Finance Committee be authorized to pro- tect said collaterals from sacrifice in such way as they may judge best for the best interests of this Company. Messrs. Cass, Hutchinson and Livingston were ap- committee on pointed a committee to take charge of the interests which c mc Railroad ia- this Company holds in the St. Paul and Pacific Railroad terests Company, and to arrange with the agent of the Holland bondholders for the early completion of the Brainerd Branch and the St. Vincent extension. The President appointed the following committees : Fi nance and On Finance : Messrs. Tower, Smith and Dilworth. Urt&mmmm, On Lands : Messrs. Hutchinson, Cass and Denison. 9 180 NORTHERN PACIFIC RAILROAD. "is." EXECUTIVE COMMITTEE. American Ex- October 21st. It was ordered that the moneys coming change Bank _ . made depository into the treasury be deposited in the American Exchange Bank, of New York City. Treasurer's bond T/he Treasurer was required to give bonds in the sum of $10,000. Bills and reqni- It was resolved that all requisitions made upon the sitions to be ap- t proved by the general office, and all bills payable at the general office, be approved by the President before paid. .las. k. Moor- James K. Moorhead was appointed a member of the head member of r ' the Executive Executive Committee in the place of Mr. Cass, resigned. Committee. l -:o:- BOARD OF DIRECTORS. Duties of November 17th. A resolution was adopted charging resit ent. ^ e Vice-President with the management of the com- pleted portions of the road, and with the general super- vision of the running accounts of the Company. It was further directed that he shall aid the President in con- ducting the correspondence of the Company, and in attending to such other executive business as the President or Board of Directors may assign to him, and that in the absence of the President he shall act for him. committee on November 18th. The President and Mr. Moorhead legislation at .. ... , M . Washington. were made a committee to procure from Congress an ex- tension of the time to complete this Company's road. b. f. wade At- December 15th. The President was authorized to ington. employ Benjamin F. Wade as the General Attorney of this Company in Washington. Committee on Messrs. Stark, Hutchinson, Denison and Smith were accounting. appointed a committee to appraise the property of the Company and to direct the manner of keeping accounts. BOARD OF DIRECTORS. 131 1875. The President or Vice-President were authorized to sell $50,000 of roii- rolling stock, not exceeding the value of $50,000 in all ; iofd. st ck * be to pay the sums approved by the Finance Committee that shall be given to holders of floating debt on settlement of their claims. December 16th. The President or Vice-President, with c 5 >n il? ,lt * ee to ' go to Montana. W. Milnor Roberts, Civil Engineer, were appointed a committee to go to Montana to procure aid from the Legislature for the extension of the road westward, with full authority to represent and bind this Company. The action of the Purchasing Committee in procuring Fied'kBiiiings' a vignette of Frederick Billings' likeness, to be placed on the certificates of this Company's stock, in recognition of his services in the reorganization of this Company, was approved. January 19th, 1876. The President and Secretary were 1876 . directed to execute all deeds and conveyances of the lands _ President and 17 Secretary to exe- of this Company sold since the 29th day of September, cute deeds. 1875, or that shall hereafter be sold by the officers or agents of the Company. The President was authorized to sign in his own name, President to - sign legal instru- as President, or in the name of the Company, all docu- ments. ments, pleadings, affidavits, bonds or other instruments necessary in the legal affairs of the Company, and to verify the same. January 26th. A resolution was adopted authorizing Land to be the President to relinquish in favor of the settler any of actual settlers. the lands granted to this Company by its Charter, in the possession of an actual settler, whose entry or filing has been allowed under the pre-emption or homestead laws subsequent to the time when the right of the Company attached thereto, when the settler makes it appear that he has in good faith cultivated the said land, and made valuable improvements thereon. The By-laws were so amended as to require stock cer- By-iawsamend- tificates to be signed by the President or Vice-President, to stock certify and by the Treasurer, and to be authenticated by the seal ca of the Company. 132 NORTHERN PACIFIC RAILROAD. 1876 . The following resolution was adopted: issue of pre- Resolved, that certificates of preferred and common stock ierred and com- x moo stock. be issued in full payment of and in exchange for bonds and old stock .already or hereafter to be assigned and trans- ferred to the Purchasing Committee of the bondholders, in conformity with the plan of reorganization adopted June 30th, 1875, and that said certificates be signed by the President or Vice-President and by the Treasurer and be authenticated by the seal of the Company, as provided in the By-laws. Scrip certificates for fractional portions of shares shall be signed by the President or Vice-President and by the Treasurer, secretary made The By-law concerning the duties of the Secretary was seal. amended so as to make him the custodian of the seal of the Company, and to make it his duty to affix the seal to all such instruments as the Board or President may direct. Lease of hotel The President was authorized to lease to Hubbard and property in Fargo _. . . n ._, -i-xij i i n i Tyler the ground m Fargo, Dakota, on which they have erected a hotel, on certain conditions binding them to use the premises for hotel and railroad purposes only, and to make provision in the building for the offices and waiting rooms of this Company free of rent or charge, salaries of A report from the Special Committee on Salaries, Treasurer and ,. . ' ,, , . ,-, m secretary in- recommending increasing the salaries of the Treasurer and the Secretary $1,000 each, was received, and the Committee was empowered to make such increase. February 16th. The following resolution was adopted: Manner of reiin- Resolved, that this Company do relinquish in favor of to"ettiers. am S actual settlers, in pursuance of the act of Congress entitled " An Act for the relief of settlers on railroad lands," approved June 22d, 1874, any of the lands granted to this Company, not patented, which are now occupied by and in the possession of bona fide settlers, and whose entries or filings under the Homestead or pre-emption laws were allowed thereon between the time when the right of the Company attached by the filing of the map of general route, and the time when notice of the withdrawal was received at the district land office. The said relinquish- BOARD ()F DIRECTORS. 133 ment may be executed by the following persons, viz., the 1876. Company's Land Agent at Brainerd of such lands in Min- nesota and Dakota, the Company's Land Agent at Kalama of such lands in Washington Territory and Oregon, and by some person at Helena, to be designated for that pur- pose by the Land Committee, of such lands in Montana. The President and Secretary may execute any such relin- quishment in pursuance of a former resolution, when con- venient. The Board expressed the opinion by resolution that a New route east better and cheaper route from the temporary eastern ter- favored!" 8 minus of the road to Lake Superior can be found east of the St. Louis River than the route now being used, and directed the Vice-President to report an estimate of the probable cost of constructing a road east of the St. Louis River to Lake Superior. A report from the Land Committee was presented, import of Land from which it appeared that the Company had earned in Dakota and Minnesota 7,955,200 acres of land, and that 550,545 were sold up to February 1st, 1870, at an average price of $5.10 per acre. March 7th. A resolution was adopted directing the Acceptance of "- . . Montana aid act. Secretary to notify the Governor of Montana of the willing- ness of this Company to accept the proposition contained in the act of the legislature to encourage the construction of the Northern Pacific Railroad Company in Montana, approved February 11th, 187G, provided the act be ratified by a majority of the legal voters of the Territory in accord- ance with its provisions. It was further resolved that the Governor of Montana be notified that the willingness to accept the propositions of the said act was expressed in the belief that the Board of Territorial Trustees of Rail- road Bonds, provided for in the act, will agree to such a form of contract as will aid this Company rather than embarrass it, as it may do under the provisions of the act. (The full text of the act is referred to, and will be found, in Director* Record, Vol. II., p. 150.) The Finance Committee was instructed to employ a Examination thoroughly competent practical mining engineer to report fleid Uyd ct upon the coal deposit of the Puyallup Valley. 134 NORTHERN PACIFIC RAILROAD. 1876. Lo "^~ of May 11th. The general route of this Company's branch Puyaiiup valley road up tbe p uyallup y aUey i n Washington Territory was fixed by resolution as laid down on the map presented by Chief Engineer Roberts. The President was authorized to certify said map and file it in the office of the Secretary of the Interior. The following resolutions were adopted : Bonds author- Resolved, as the iudgment of this Board, that if the ized for Puyallup * ' Branch and report of the mining engineer on the coai field ol the land Section. Puyallup Valley shall show coal in large quantities, of good quality, and readily accessible on or near the lands of the Company, it is important that the branch line of the Company shall at the earliest day practicable be con- structed eastward from Tacoma through said coal field for a distance of about thirty miles. Resolved, in the event of the construction of the branch line up the Puyallup Valley, it is the opinion of this Board that the main line should be at once constructed from Kalama to Portland. Resolved, that to aid in the construction of the forty miles of road between Kalama and Portland and eastward from Tacoma, there shall be issued bonds at the rate of not to exceed $15,000 per mile for the whole number of miles constructed, and to be constructed, between Port- land and the coal fields in the Puyallup Valley, and the same secured by mortgage on said road and property, and the lands granted by the United States for the construc- tion of the same. [This action was changed at a subsequent meeting so as to make the issue of bonds optional and not mandatory. ] Snow fences in . The Vice-President was authorized to expend S'20, 000 Dakota for building snow fences in Dakota, in order that the Dakota Division may be kept open in winter, warehouse Provisions were made for renewing the bond to the tion bonds^ r a Government for the warehouse at Duluth, and for execut- ing the transportation bond as a common carrier for the transportation of dutiable merchandise in bond. J^ ," 1 : 11 ^ * The President and Treasurer were authorized to issue C.B.Wright and g. w. Cass. 5,000 shares of preferred stock in the name of C. Tower as Trustee, as security to protect C. B. Wright and George W. Cass against loss, by reason of their becoming security BOARD OF DIRECTORS. 136 on a bond for $50,000 given to the Post-office Department 1876 . for carrying mails in Minnesota and Dakota for four years, commencing July 1st, 1875. June 21st. President Wright was requested to com- o. w. Cass to municate with G. W. Cass, now in Europe, and ask him land bondhoid- to confer with the Holland bondholders of the St. Paul Paul and Pacific and Pacific Railroad Company, and present to them the true condition of the latter Company, and the rights of the various parties, with a view to devise a plan to avoid litigation and to prosecute the enterprise. J. W. Sprague, the agent for this Company on the J - w - Spnigue r> r, , l , -, A ent t0 St ' lect Pacific coast, was authorized to select indemnity lands due lands in Oregon to this Company in Washington Territory and Oregon, and also lands in lieu of lands relinquished under the act of Congress for the relief of settlers on railroad lands. The committee on the manner of opening and keeping Financial , . -. ii-i -i,-i-i,i scheme amount accounts presented a report, which was adopted by the of stock to be Board, recommending that the preferred and common 18SUe ' stock issued and to be issued be represented on the books as follows : 1st. By the railroad at a valuation of $50,000 per mile for the divisions already constructed between Duluth and Bismarck, 450 miles, and between Kalama and Tacoma, 105 miles, and at cost for any new road that may hereafter be constructed ; 2d. By the cost of ex- plorations and surveys, estimating the same at $1,250,000; 3d. By equipment and materials and property at their present estimated value, or as they may hereafter be in- creased ; 4th. By the stock owned by this Company in the Lake Superior and Puget Sound Company at an estimated valuation of $275,000; 5th. By the stock owned by this Company in the St. Paul and Pacific Railroad Company at an estimated valuation of $1,000,000; 6th. By the stock owned by this Company in the Tacoma Land Company at an estimated valuation of $250,000 ; 7th. That in consideration of the accumulation of interest allowed in the conversion of bonds into preferred stock under the plan of reorganization, forty per cent, be added to the valuations above ; 8th. That the balance of the stock as issued be charged off to the lands, town sites and station improvements of this Company. 136 NORTHERN PACIFIC RAILROAD. 1876. Acceptance of -^ resolution was adopted accepting the appropriation Ta r corna! andS m anc ^ concession made by the Tacoma Land Company to this Company of a portion of Pacific Avenue for railroad purposes. EXECUTIVE COMMITTEE. Terms of settle- July 28th. The plan of settlement with the Lake ment with bond- _. . _ _,.... -^ .. , _. , . n holders of Lake Superior and Mississippi Kauroad Company s bond- MissTs^ippiRaii- holders was reported by Mr. Wright and approved by the ompany. comm j^ ee ^ 8 modified August 16th by the Board of Directors it provides: 1st. That the coupons of the First Mortgage Bonds of the Lake Superior and Mississippi Railroad Company, now held by or in trust for the Northern Pacific Railroad Company to the amount, dollar for dollar, of the notes issued by the former to the latter Company, being 200,000, more or less, are to be recognized as valid first mortgage bond securities, of equal validity as an equal amount of First Mortgage Coupons of the Lake Superior and Mississippi Railroad Company falling due on or since January 1st, 1874 ; 2d. The undivided half of the road and appurtenances from the Northern Pacific Junction to Duluth be paid for by the Northern Pacific Railroad Company as follows : Purchase price to be reduced to $400,000, which reduc- tion will be in full payment of the half cost of the canal and harbor improvements provided to be paid in the agreement of April 21st, 1874 ; said purchase price of $400,000 to bear interest at seven per cent, per annum, and to be paid in preferred stock of the new organization of said Lake Superior and Mississippi Company at the option of the Northern Pacific Railroad Company, on or before January 1st, 1897, at the times provided in the conditional deed ; 3d. All existing agreements between the two companies to be carried out, except as to the payment of one-fourth of the cost of the canal and harbor improvements, which is above provided for. The com- BOAKD OF DIRECTORS. 137 mittee adopted a resolution accepting - the above propo- 1876 . sitions as a basis of general terms of settlement of the questions and interests affecting both companies involved in the proceedings now pending to foreclose the First Mortgage of the Lake Superior and Mississippi Railroad Company. BOARD OF DIRECTORS. August 16th. The proceedings of the Executive Com- settiementwith mittee, with the agreement relative to the Lake Superior and e Mi8 ^ssippi and Mississippi Railroad Company, were approved with Railroad Co - certain modifications. A resolution was adopted providing for the re-issue of Lost bonds, lost bonds, stock certificates and receipts. and receipts. Ten thousand shares of stock were ordered to be issued security of to B. P. Cheney, Trustee, as security to protect Charles B. Tta*to Wright and George Stark against loss by becoming men'toThe'Gov- sureties on a bond for $100,000 to the United States on ernment behalf of this Company as carriers of dutiable merchandise. September 20th. It was resolved that President and issue of com- Treasurer be instructed to issue certificates of the com- mon stock of this Company, share for share, to each of the holders of certificates of the stock of the former organ- ization of the Northern Pacific Railroad Company, and to all those who on the 30th of June, 1875, were entitled to stock of said former organization, but had not received the same ; provided that the holders of certificates of the stock of said former organization, and those who were entitled to receive such certificates, shall have deposited their certificates or evidences of their right with the Farmers' Loan and Trust Company, of the City of New York, for the use of the Purchasing Committee, in pursuance of the plan of reorganization adopted at the meeting of bondholders June 30th, 1875. It was further resolved that the certificates of the residue of the common stock of this Company be issued ratably to those originally entitled to receive the stock of 138 NORTHERN PACIFIC RAILROAD. *876 . the former organization of the Northern Pacific Railroad Company or their assigns, in accordance with the said plan of reorganization, investigation The Vice-President made a report of his examina- of J. W. Sprague . and vote of con- hon into the official conduct of General J. W. Sprague, the Company's agent on the Pacific coast. The report pronounced the charges against General Sprague to be unfounded, and that he had conducted the business of the Company in an accurate, economical and efficient manner. The Board passed a resolution testifying its confidence in General Sprague as an honest, faithful officer. New Board of September 27th. The new Board of Directors chosen Directors. iii-iii-ii-i at the annual meeting of the stockholders, held this day at the Company's office at 23 Fifth Avenue, New York, was as follows : Charles B. Wright, Frederick Billings, Johnston Livingston, Charlemagne Tower, Benjamin P. Cheney, George Stark, Joseph Dilworth, J. Frailey Smith, George W. Cass, Richard L. Ashhurst, Alexander Mitchell, John M. Denison, Alfred E. Tilton. The Directors met and elected the following officers : officers elected. President, Charles B. Wright. Vice-President, George Stark. Secretary, Samuel Wilkeson. Treasurer, George E. Beebe. General Counsel, George Gray. $25,000 tor October 18th. The appropriation for snow fences in snow ences. Dakota was increased to $25,000. The following committees were appointed : Executive Committee, Messrs. Billings, Cheney, Stark, Cass and Tilton ; Finance Committee, Messrs. Tower, Smith and Dihvorth. Duties of vice- The resolution of November 17th, 1875, imposing additional duties on the Vice-President, was amended so as to read as follows: That the Vice-President be specially charged with the management of the completed portions of the road, and the general supervision of the running accounts of the road. He shall aid the President in con- ducting the correspondence of the Company, and in BOARD OF DIRECTORS. 139 attending to such other executive business as the !* President or Board of Directors may assign him; in the absence of the President he shall act for him. It was resolved that this Board immediately take steps construction J . r of PuyallupCoal to build the Puyallup Coal Road, and that the details of Road ordered, the construction be left to the discretion and control of the President and Vice-President. EXECUTIVE COMMITTEE. November 15th. Ladd & Tilton, bankers, of Portland, Depositaries Oregon, were made the depositaries of this Company's money, money on the Pacific coast, and the North-western National Bank, of Minneapolis, the depository of money received in Dakota and Minnesota. :o:- BOARD OF DIRECTORS. The Land Committee was authorized to appoint an Timber Agent . tor Montana. agent to protect the Company's lands in Montana Terri- tory from trespassers, and to collect all moneys to which the Company may be entitled for damages by reason of trespass by cutting, destroying, injuring or removing timber. The agent was further authorized to sell at his discretion to the best interests of the Company stumpage or timber standing on said lands. A Special Committee, composed of Messrs. Tower, Bil- committee on r * . common stock. lings and Smith, was appointed, to ascertain the names and addresses of all persons entitled to become shareholders of the common stock of this Company, and the amount of stock to which each person is entitled as specified in the resolutions of September 20th. The President was charged with the care of the bill now bui to extend pending in the House of Representatives to extend the time stnfction! to construct this Company's road. 140 NORTHERN PACIFIC RAILROAD. 1876. Expenses of st. The President was authorized to pay such bills and organizatiou CIfic expenses connected with the maintenance of the organi- zation of the St. Paul and Pacific Railroad Company as may be necessary. Amount of December 20th. A report from the Treasurer was read stock issued. x showing the amount of preferred stock and fractional scrip issued was $37,020,452.48, and of common stock $12,820,- 200.. ' contract with The contract with the Bethlehem Iron Company for Bethlehem Iron .. , company. 2,500 tons of iron rails was approved. 1877. March 21st, 1877. A resolution was adopted calling a special meeting special meeting of stockholders for May 0th next, to con- caiied. sider this Company's interest in the St. Paul and Pacific Railroad, and to take measures to secure the building of uncompleted portions of said road, and also the policy of extending this Company's road west of the Missouri River; also to decide on the ways and means, by mortgage or otherwise, of finishing and equipping this Company's branch to the Puyallup coal field, and to extend the road from Kalama to Portland, Oregon. Employment The Vice-President was authorized to employ a skilled gineer. man to open mines for working coal on the Company's lands in Washington Territory. Death ot Aifnd April 18th. Resolutions of regret at the death of K Tiltitn Alfred E. Tilton, a Director of this Company, were adopted. Ben.j. Fallows Benjamin Fallows was appointed Mining Engineer to gineer. miUg n open and work the Company's coal mines at Puyallup Val- ley at a salary of $2,500 and expenses of his journey from Pittsburgh to Tacoma. Lease of Fargo The President was authorized to lease the Fargo Hotel and Bismarck .. , ,-,. -, TT , , .. hotel property, site and Bismarck Hotel site. Removal of A resolution was adopted directing the removal of the shops from . , _ " Kaiama to Ta- shops of this Company from Kalama, and their permanent location at Tacoma, and accepting the offer of the Tacoma Land Company to loan the Northern Pacific Company $10,000 to be used in erecting shops at Tacoma. BOARD OF DIRECTORS. 141 1877. The President and Treasurer were authorized to make Temporary a temporary loan of not exceeding $50,000 to pay the loanof$50 ' 000 - freight on the iron and materials shipped to the Pacific coast, and to pay future estimates and expenses of the construction of the Puyallup Branch. The resignation of General J. W. Sprague, offered oOj.^&jJJJS. * account of his appointment as Manager of the Oregon Steam Navigation Company, was accepted. J. C. Ainsworth, of Portland, Oregon, was chosen a J.c.Ainswortu " Director, vice member of the Board of Directors, to fill the vacancy made raton, deceased by the death of Alfred E. Tilton. May 8th. The President and Treasurer were author- m sptt ' eme " t , th Trustee oi \\ . (t. ized to issue 3,000 shares of preferred stock of this Com- Moorhead. patty to Edwin M. Lewis, Trustee of the estate of W. G. Moorhead, on receiving a fall discharge signed by said Lewis, and said Moorhead, and De Graff & Co., from all claim arising out of any agreement or liability of the Northern Pacific Railroad Company, to guarantee said Moorhead from any loss or liability growing out of the construction of the St. Paul and Pacific Railroad, or other- wise. A resolution was adopted directing that the town at the Townofwnke- * son named. Company's coal mines on the line of its branch in Wash- ington Territory be named " Wilkeson " in compliment to the Company's Secretary. The action of the President in subscribing to 501 shares subscription to of the stock oithe Western Railroad Company of Minne- Western Baii- . . road Company SOta was approved. of Minnesota. May 0th. The Finance Committee reported adversely Finance com- to mortgaging any part of the Company's Pacific coast against mortgage property, and in favor of temporary loans, and the employ- ment of the net earnings of the Company's roads as a financial resource for finishing and equipping the branch to the Puyallup coal fields. This report was adopted by the Board, and the President was directed to inform the Money for stockholders at the meeting to-day, that the Board is of to be raised with - the opinion that all the money necessary for the comple- " tion of the branch to the coal field of the Puyallup Valley can be had without resorting to a mortgage. 142 NORTHERN PACIFIC RAILROAD. 1877. stockholders- The President was requested to present to the annual subscription to meeting of stockholders a resolution declaring it to be in western Raiioad * ne interests of the Company to secure the building of neu nyofMin ' tue lme of railroad from Sauk Kapids to Brainerd, sixty- miles, and confirming the action of the Directors in sub- scribing to 501 shares of $100 each, being a majority of the stock of the Western Railroad Company of Minnesota, organized to build said road. And further, a resolution authorizing the Directors to lease said road when com- pleted at a rental covering interest on the securities issued for its construction., Purchase of The jpj nance Committee was authorized to purchase of iron troin 0. B. r Wright. c. B. Wright the 2, 500 tons of railroad iron bought and shipped by him to Tacoma, in the interests of the Com- pany, and to pay therefor a sum sufficient to indemnify him from all loss by reason of his action in the matter, giving him the Company's paper bearing interest at seven per cent. President to The President was authorized to vote on the stock of vote on Western Railroad Com- the Western Railroad Company of Minnesota owned by pany's stock. * " * this Company at the coming meeting of stockholders, June 6th. Deposit with The Treasurer was authorized to borrow and deposit Treasurer. with the State Treasurer of Minnesota satisfactory bonds, equivalent to the $15,000 deposit on behalf of the Western Railroad Company of Minnesota required by the "Com- promise Act " of the Minnesota Legislature. Application of May 16th. An application from Colonel Lounsberry, foraiot. ns erry editor of the Bismarck Tribune, for the gift to him of the lot of land on which his publishing office now stands, in compensation for alleged services to the Company with his paper, was referred with power to the Vice-President and Mr. Cass. Loan of $75,000 The President and Treasurer were authorized to borrow for Puvallup Branch. ' $75, 000 to be applied to the completion ot the work on the Puyallup Branch, and to place as collateral therefor the Company's preferred stock. Terms of lease of The Executive Committee was authorized in the pro- Western Railroad . posed lease of the Western Railroad to agree to turnisli the equipment and pay the lessor thirty-five per cent, of BOARD OF DIRECTORS. 143 the gross earnings for the first five years, and forty per 1877 . cent, for subsequent years; and to agree further that the amount of rent in an}- one year shall not be less than $42,000. A report from the Committee on Common Stock was Report of the x . , _ Committee on presented and adopted, and the President was instructed common stork. to issue the stock pursuant to its recommendations. The committee was instructed to report the names and resi- dences of the legal owners of the thirteen interests in the name of Jay Cooke & Co., and how stock shall be issued to said parties. (This report, together with the state- ment required as to the ownership of the thirteen interests and of the twenty-four interests provided for in the agree- ment with Jay Cooke & Co. will be found in Directors' Record, Vol. II., pp. 221-230.) A certificate for 3,000 shares of preferred stock was issue of 3,000 ordered to be issued to Edwin M. Lewis, Trustee of the ment with wm. estate of William Gr. Moorhead in bankruptcy, and placed in the hands of Richard L. Ashhurst on certain specified conditions. (Director* Record, Vol. II., pp. 219-220.) The President was authorized to take measures for the Funding Lake . Superior and presentation and use of the coupons of the Lake Superior Mississippi Raii- ., ,_, 11-I1.-I-/-1 road Company's and Mississippi Railroad Company held by this Company coupons. on the terms of an agreement and a decree of Court, and to surrender for cancellation according to the terms of said agreement the other coupons held as collateral which shall be in excess of the amount to be converted into pre- ferred stock under said agreement. July 18th. Samuel A. Black, tbis Company's General sam-iA.Biaok 1 ^ Agent to select Superintendent on the Pacific coast, was appointed agent lands in wash- . 1 . ington and Ore- to select lands inuring to the Company in Washington gon . Territory and the State of Oregon. A resolution was adopted relinquishing in favor of ^^j 8 ^; actual settlers in pursuance of the act of Congress for the actual settlers r j in Washington relief of settlers on railroad lands any lands granted to and Oregon, this Company in Washington, Oregon, not patented, which are now in the possession of b>na fide settlers, and whose entries or filings were allowed thereon between the time when the right of the Company attached, and the time 144 NORTHERN PACIFIC RAILROAD. J_8T7- when notice of the withdrawal was received at the District Land Office. Decision in Colonel Gray, the Company's counsel, made a statement Wheeler suit ' . new organiza- of his defense in the Wheeler suit, that the new organiza- tion not liable for old debts, tion of the Northern Pacific Eailroad Company was not responsible for the debts or liabilities of the old organiza- tion, and the judgment of the St. Louis District Court in Minnesota sustaining this point of law, and the plaintiffs' offer to take what our counsel had originally offered in settlement. It was resolved that the settlement offered by the counsel be approved. sam'iA. Black September 25th. The President announced the appoint- Supermtendent x x for Pacific coast, ment of Samuel A. Black as Superintendent of this Com- pany's road business on the Pacific coast. supplementary Septembeu 26th. The Committee on the issue of COin- report on com- mon stock, rrjon stock made a supplementary report. (Director* Record, Vol. II., pp. 246-264) Lease to j. w. The Vice-President was authorized to lease for the term of ten years a certain piece of land in Bismarck to J. W. Raymond. New Board of The new Board of Directors elected at the stock- holders' meeting held this day consisted of Charles B. Wright, Frederick Billings, George W. Cass, Benjamin P. Cheney, Charlemagne Tower, Johnston Livingston, Joseph Dil worth, J. Frailey Smith, George Stark, John M. Doni- son, Richard L. Ashhurst, Alexander Mitchell, J. C. Ainsworth. Election of of- The Directors met and elected the following officers : fleers. President, Charles B. Wright. Vice-President, George Stark. Secretary, Samuel Wilkeson. Treasurer, George E. Beebe. General Counsel, George Gray. Gen. Thos. l. General Thomas L. Rosser was appointed Resident Engineer 681 ^ Engineer and Superintendent of Bridges and Roads for em Division. ^ m E as t, ern Division; his office to be at Brainerd, and his salary to be fixed by the President with the approval of the Board. BOARD OF DIRECTORS. 145 1877. October 17th. The President announced the appoint- Appointment ment of the following standing committees : of (>ommittW8 - Executive Committee Messrs. Billings, Cheney, Tower, t Cass, Stark. Finance Committee Messrs. Tower, Smith, Dil worth. Land Committee Messrs. Stark, Ashhurst, Smith. Homer E. Sargent was appointed General Manager of Homer e. sar- the Minnesota and Dakota Divisions; his head-quarters to Manager Minae- be at St. Paul, and to have general supervision over the Division*, affairs of the operative department of those divisions and of all branch or connecting lines, with a salary of $5,000 per annum for his services, to be increased up to $8,000 at the discretion of the President. The President was charged with the introduction of a Legislation to extend time for bill into Congress, in pursuance of a resolution adopted completion of at the last stockholders' meeting, urging the passage of legislation extending the time to complete the Company's lines of road. The Vice-President, being about to proceed to the construction Dakota Division, was instructed to cause the work of con- souri struction to be commenced on the west side of the Missouri River. November 21st. The question of erecting grain eleva- Grain elevators tors at different points along the Company's line in n ineo Dakota and Minnesota, together with a proposition from J. L. Grandin to erect an elevator at Fargo, was referred to the President, the Vice-President and Mr. Cass. The Treasurer was authorized to open and keep an Account in the account with the Bank of the Metropolis. tropoiis. In consideration of an understanding with Colonel George Gray's George Gray that he should be paid for his services as H^ot the st counsel and attorney of the St. Paul and Pacific Railroad g^ *$. Company, a resolution was adopted fixing his salary for pany - such services at $5,000 per year, commencing September 30th, 1876. The President reported on his doings in Washington Hostile action in connection with the bill extending the time to complete Mitchefi na and the Company's road. He spoke of the hostile attitude G f DelegateJacobs - United States Senator Mitchell, of Oregon, and the Terri- in 140 NORTHERN PACIFIC RAILROAD. 18iy7 , torial Delegate Jacobs, of Washington, to effect a revoca- tion of the approval of the last change of our line in Washington Territory, and his endeavor generally to wrest from this Company its land on its branch and give it to the Seattle and Walla Walla Railroad, on the false allegation that the Northern Pacific Company's time to construct had expired July 4th, 1877. w^ste^nRanroad The Company's General Counsel was directed to pre- of Minnesota. pare ft leage of the Weat( rn R a ii roa a f Minnesota for the term of ninety-nine years from January 1st, 1878. Fuel tor actual With a view to increasing the population along the line settlers in Dakota . r r of this Company's road in Dakota, the Superintendent was directed to furnish to actual settlers coal or other fuel for domestic and farm purposes at the stations between Fargo and Bismarck at actual cost and one cent per ton per mile for transportation added, in quantities of five tons of coal or ten cords of wood per annum for each family. Legislation con- A petition to Congress urging the passage of the bill sion of time to now pending, extending the time to complete the Northern Pacific Railroad, was presented by the General Counsel and approved. EXECUTIVE COMMITTEE. Resolution in December 7th. A memorial to Congress was read from aoZ the coi^he Board of Trade of the City of Portland, Oregon, ask- POTttaBd. hrer t0 m S that * ne extension of time to complete the Northern Pacific Railroad be granted, and that the Company be required to complete its main line on the south side of the Columbia River to Portland, and thence to Kalama. The committee adopted resolutions declaring that this Company is willing to construct its road on the south side of the Columbia River to Portland. Further, that it will proceed with the work as rapidly as practicable, and will build and equip at least 100 miles of said line by December 31st, 1879, and at least 100 miles per year thereafter, and BOARD OF DIRECTORS. 147 the entire road of -telegraph line by the 4th day of July, 1877 . 1889. It was further declared that a bill introduced bv Senator Mitcu- T ell ' S biU <1iS " Senator Mitchell at the late extra session was prepared claimed, without the knowledge of this Company, and is destruc- tive of the interests of the Northern Pacific Railroad. BOARD OF DIRECTORS. 1878. January 3d, 1878. A report on the workings of the. ?*><* on ~ & Washington Ter- Company's coal mines in Washington Territory, giving a ritor y coa,minps - history of the mine from the beginning, was presented. The special committee appointed July 18th to report Agreement for on George B. Wright's project of a narrow gauge railroad FerguT ctl Faiis from Wadena to Fergus Falls and Pelican, in Minnesota, Railroad reported that they had arranged with Mr. Wright the terms of an agreement between the Northern Pacific Rail- road Company and the Minnesota Northern Railroad Company. This agreement was approved by the Board. The President was authorized to receive from the St. Preferred stock Paul and Duluth Railroad Company preferred stock in Duiutn Railroad exchange for the notes of the Lake Superior and Missis- note^of Lake sippi Railroad Company held by this Company, and to Mississippi Raii- apply $100,000 of said stock on contract for the purchase road 0am W- of this Company's half interest in the railroad from the junction to Duluth. January 4th. The Treasurer was authorized to collect Twenty five twenty-five cents for every transfer certificate of stock over additional eer- and above the number of certificates bought in to be divided and transferred. A resolution was adopted requesting the President to surveys west of bring the subject of Government surveys west of the Mis- 9S0Uri iver ' souri River to the attention of the Congressional Com- mittee on public lands or appropriations, and ask for a special appropriation for such surveys. A resolution was adopted declaring that anv person who conditions of . ? i -k-r i sale of lands t0 may settle upon and improve lands of the Northern Pacific actual settlers. Railroad Company before they are brought into the 148 NORTHERN PACIFIC RAILROAD. 1878. market may have the first privilege of purchasing them, when they are appraised and ready for sale, at the regular prices of such lands in such localities, without reference to the improvements, provided such person shall file in the Land Office of this Company in the district where the said lands lie written notice of such settlement, and shall accept the privilege upon the condition that when the prices of the lands are fixed, and notice'thereof is sent to his post-office address by the Company's Land Agent, he will, within ninety days from the date of such notice, enter into a regular contract with the Company for pur- chase of the lands, and if he fails to do so, the Company may sell the lands to any other person. Before, however, any timber can be cut on the Company's lands, there must be an absolute purchase of the lands or timber, or a special contract authorizing the timber to be cut. Chief Engineer "W. Milnor Roberts read before the Board full papers on location of on the reasons for the northern bend of the located line Rocky Moan-around Lake Pend d'Oreille, on the engineering and other characteristics of the several routes surveyed across the Columbia plains, and on the routes across the Cascade Ban ere. EXECUTIVE COMMITTEE. Opening c .oai February 19th. A plan for opening a coal mine at mineatwiike,,,,! W ilkeson, Washington Territory, submitted by General Superintendent Black, and explained by Mining Engineer Benjamin Fallows, was approved, and ordered to be carried out. issue of i,ooo It was resolved that 1,000 shares of the preferred stock stock 8 P for ei fflt- of this Company or any part thereof be issued under the ganfzation. 1Pf " direction of the President, or any such part thereof as may be necessary to be used by him for carrying into effect the plan of reorganization and defraying expenses inci- dent thereto. Purchase of The purchase of the east half of the south-west quarter mikeson. 8 " *" of the south-west quarter of Section 34, Township 19, Bange 6 east, in Washington Territory, at the rate of $30 EXECUTIVE COMHtTTEE; - 149 per acre, was ordered to be made on the recommendation 1878. of the Vice-President, the tract being coal lands situated near Wilkeson. BOARD OF DIRECTORS. April 25th. An amendment to the By-laws was adopt- Meetings of ed, provided that a meeting of any committee may be called by the Chairman thereof, or by tbe President or Vice-President of the Company. It was resolved that an additional clause be added to Amendment this Company's contract with the Minnesota Northern MinnesotaNorth Railroad Company amending its date of commencement ern Railroad - so that it shall read the 27th day of March, 1878. A statement of the residences of preferred stockholders Preferred stock- liol tiers by States was inserted in the record. It shows the num- ber of such stockholders to be 7,900, number of shares 342,671; total amount, $34,267,100. April 26th. J. H. Houghton was appointed agent and j.H.Hougnum, attorney for this Company, to give bonds in legal proceed- bond*.^' t0 glVe ings concerning the Company in the Territory of Wash- ington. The Vice-President was authorized to offer E. S. Smith E.s.smith and and associates terms for a contract to work the Gale series pos^tionto mine of coal veins in Washington Territory. eoaL EXECUTIVE COMMITTEE. May 25th. The President was authorized to cause the survey of line Resident Engineer of the Eastern Division to survey a line to Black Hllls ' of railroad from the most eligible point on this Company's main line west of Bismarck to Deadwood, in the Black Hills. The President was authorized to cause a line to be Survey of line surveyed from some eligible point on the main line of this west of Red River , it . * international Company s road west of the Red River to a suitable point boundary. near the intersection of the international boundary and the said Red River. 150 NORTHERN PACIFIC RAILROAD. *8* 8 - BOARD OP DIRECTORS. wHh a sm C ith tr an C d ^ ULY ^ ST - ^e con tract was approved with Edwin S. Goodwin. Smith and John M. Goodwin for the working by them of what is known as the " eight foot " vein of coal in Wash- ington Territory. afros V B ey ciscrde -^ resolution was adopted directing that an instru- Range. mental survey be made for the route of the branch by way of Cowlitz Pass, and if it be found impracticable, by any other pass of the Cascade Range; and that the President and Vice-President select the engineers and arrange the details of the work. Modification a modification of the contract with the Minnesota of Minnesota Northern Rail- Northern Railroad, providing for a temporary traffic arrangement to apply to twenty miles of that road to be built this year, was approved. $10,000 tor The President was authorized to expend not exceed- ing $10,000 in putting up suitable structures for the accommodation of the wheat trade. : o : EXECUTIVE COMMITTEE. aw to Minne- August 14th. The subject of aid by this corporation and Sauk Rapids to the Minneapolis, St. Cloud and Sauk Rapids Railroad Company, who propose to connect the tracks of the Chicago, Milwaukee and St. Paul Railroad with the tracks of the Western Railroad of Minnesota, was considered by the committee, and a resolution was adopted declaring that provided the said road shall be located and con- structed -with steel rails in a manner satisfactory to the Northern Pacific Railroad Company, having a capital stock not to exceed $200,100 and a bonded debt not to exceed $10,000 per mile (more than one-half of said stock being subscribed and paid by the Northern Pacific Railroad Com- pany), this Company will rent and operate said road for ninety-nine years on a division of thirty per cent, of gross earnings to said Minneapolis, St. Cloud and Sauk Rapids Railroad Company for the first five years and thirty- five per cent, thereafter, guaranteeing that said proportion shall BOARD OF DIRECTORS. 151 not be less than seven per cent, per annum on the bonded 1878. debt not exceeding $10,000 per mile, the percentage of earnings to begin six months after the date of com- mencing to operate said road. This arrangement to be approved by the stockholders of the Northern Pacific Railroad Company. The Vice-President made a report of his mission to propoaitkm Manitoba, and presented a draft of a memorandum sub- woxUag P Jten^ mitted by him to Messrs. Murphy and Upper, contractors, the* Canadian for an agreement for the temporary working of the Pacific Railroad Pembina Branch of the Canadian Pacific Railroad. This proposition was approved. The salary of Samuel A. Black, General Superintendent increase of of the Pacific Division, was increased to $5,000 from the Sg^*- Black ' s 1st day of June last. A proposition from Joseph Creamer, offering to print and $ rM) for circu . circulate 50,000 copies of the New Northwest newspaper, JftLew'SSS' published in Philadelphia, for the sum of $500, giving this Company the privilege of selecting any matter for the paper, was accepted. -:o:- BOARD OF DIRECTORS. September 25th. At the annual meeting of stock- holders held this day the following Directors were elected for the ensuing year : Charles B. Wright, of Pennsylvania. New Board of Frederick Billings, of Vermont. George W. Cass, of New York. Charlemagne Tower, of Pennsylvania. J. C. Ainsworth, of Oregon. George Stark, of New Hampshire. Joseph Dilworth, of Pennsylvania. Alexander Mitchell, of Wisconsin. Johnston Livingston, of New York. J* Frailey Smith, of Pennsylvania John M. Denison, of Maryland. Benjamin P. Cheney, of Massachusetts. Richard L. Ashhurst, of Pennsylvania. 152 NORTHERN PACIFIC RAILROAD. *878 . The Directors met and proceeded to elect the following officers : officers ap- President, Charles B. Weight. pointed. Vice-President, George Stark. Secretary, Samuel Wilkeson. Treasurer, George E. Beebe. General Counsel, George Gray. committee on A committee of conference, consisting of the President, ran^mentewfth Mr. Cheney and Mr. Billing3. was appointed, to enter cific aU Railroad into negotiations, if practicable, with the parties control- Company. ling the Firgt Div j sion of tlie g t Paul an d p ac i nc Railroad Company for permanent arrangements for the use by the Northern Pacific Bailroad Company of their lines between Sauk Rapids and Minneapolis and St. Paul. The following committees were announced by the President : Executive Committee Messrs. Billings, Cheney, Stark, Tower, Livingston. Finance Committee Messrs. Tower, Dilworth, Smith. Land Committee Messrs. Stark, Ashhurst, Smith. survey of cas- October 23n. The Engineer in Chief, W. Milnor cade Branch. Rq^cj.^ rea d a report, accompanied by a map of his recent survey of a route across the Cascade Mountains. Loan ot $15,000 A resolution was adopted authorizing a loan of $15,000 ?gaonCompa a n V y * the Montana Navigation Company, to be expended in the improvement of the navigation of the upper Missouri River above the falls, and to be refunded with interest by means of a charge of $2 a ton on all imports to Montana carried on the boats of said company. committee on A committee consisting of the President, Vice-Presi- wa^wngton *" dent, and any three other members of the Board they may select, was appointed to take steps at the next session of Congress to procure the passage of the House Bill for the extension of time to complete this Company's road, with an amendment retaining the branch and its land grant. Resolution dis- A resolution was adopted declaring it the sense of the MUcheif bill. e Board that the bill passed by the United States Senate on the 23d, relative to the extension of time for constructing BOARD OF DIRECTORS. 153 the Northern Pacific Railroad, is so onerous in many of its 1878 . provisions, that the Board is of the opinion that it would be impossible for the Company to comply with its con- ditions. -:o:- EXECUTIVE COMMITTEE. October 24th. The committee approved the list of Commissioner . Sawyer'sapprais- lands with appraisals made by Edward Sawyer, Special ai approved. Commissioner for the sale of lands appointed by an order of the Circuit Court of the United States for the District of Minnesota, in a suit between the Northern Pacific Rail- road Company and the St. Paul and Pacific Railroad Company and others. James B. Power was appointed agent and attorney to approve and countersign all con- tracts to be made by Edward Sawyer, Special Commis- sioner. October 29th. Dorillus Morrison, of Minneapolis, made Proposition of to the committee a proposition to build the road from the son to tmiki west bank of the Missouri to the mouth of Glendive Creek, Missouri River, on the Yellowstone, and lay the ties in readiness for the iron, for the price of the first two and one-half million acres of this Company's land grant west of the Missouri. -:o:- BOARD OP DIRECTORS. November 7th. Proposals to build the Missouri Division Proposals to x . , build Missouri were presented, one from Dorillus Morrison and associates, Division. the other from S. C. Walker, of Peekskill, N. Y., and a resolution was adopted that the Company advertise for proposals for grading and completing, ready for the super- structure, in sections of twenty-five miles; the grading on 154 NORTHERN PACIFIC RAILROAD. 1878 > the first section to be done by July 15th, 1871), the second by August 1st, the third by September 1st, the fourth by October 1st, and the other sections during the remainder of the year. Also for proposals for ties for each section. Doriiius Mor- Noyember 8th. The second proposition from Dorillus proposition. Morrison and associates was laid before the Board, to build the Missouri Division with steel rails for the consideration of the lands appurtenant. Bonda irom The President and Vice-President were directed to require sufficient bonds for faithful performance from all the employees of this corporation who are required by its By-laws to give the same, exercising their judgment as to the form and amount of the security. Rule m to pre- The Land Committee was requested to instruct all per- ceived for lauds, sons receiving the preferred stock in exchange for lands of this Company to require that the amount of stock received shall correspond to the sale in each individual instance, and that said stock shall be immediately can- celed. settlement with Decembek 18th. Mr. Billings, Chairman of the com- ciflc Company, mittee appointed to go to St. Paul and effect a settlement with the parties in interest in the St. Paul and Pacific Railroad Company, reported the success of the mission, and laid before the Board the preliminary contract signed containing the substance of a detailed contract for the settlement of all complications and differences, to be exe- cuted and carried into effect by April 1st, 1879. (Directors'. Record, Vol. II., pp. 316-321.) Plans tor buiid- Three sets of resolutions for providing ways and means vision. for building the Missouri Division of the Company's road were laid before the Board. No final action was taken. (Directors' Record, Vol. II., pp. 311-315.) Resignation of December 19th. A letter from G. W. Cass, resigning his position as a Director of this Company and suggesting the Hon. Hugh McCulloch as his successor, was presented to the Board. The resignation was accepted, and a reso- lution complimenting Mr. Cass for his services to the Company was adopted. BOARD OF DIRECTORS. 155 1878. The plan of construction for the Missouri Division, con- Missouri Di- . -, . ,, ii- rr t i -ilj vision coastruc- tained in the resolutions ottered yesterday, was adopted. tk>n scheme It is as follows: opted ' A. Resolved, that to provide means to complete and equip l88Ue of | 2> . that portion of the Company's main line of railroad 600 ' 000 bond8 - extending from the Missouri Kiver opposite Bismarck to the Yellowstone River, a distance of two hundred and live miles, more or less, known as " the Missouri Division," and to procure necessary transfer boat or boats for the crossing of the Missouri River until a bridge be built, the Company will execute and issue its First Mortgage Bonds to the amount of not exceeding $2,500,000, and shall secure the same bv a first mortgage or deed of trust on the ... . Missouri Di- entire of said portion of said main line of railroad, the vision mortgage right of way therefor, its appurtenances, and all the fran- chises appertaining thereto, with so much of the lands granted by Congress to the Company as are or may be applicable to said portion or division of said line. This mortgage shall be a first and permanent lien on the entire of said portion of said main line of railroad, and said right of way, appurtenances, lands and franchises; said bonds shall be made payable forty years after their date, and they shall draw interest at six per cent, per annum, pay- able semi-annually in lawful money of the United States. The said bonds shall be receivable at their par value and , i Bonds receiv- accrued interest in payment for said lands, and the bonds able for lands - so received shall be thereby extinguished. Provision shall be made for a sinking fund from and ., Sinking fund. out of the earnings of the Company's railroad for the redemption of the principal of all said bonds at or before their maturity. Said fund shall be accumulative, and shall commence five years after the date of said bonds. Whenever there shall be on hand moneys derived from the sales of said lands to the amount of $25,000, the Trustee or Trustees under said mortgage shall, and when the moneys on hand so derived at any time shall be less than Mouey from said sum, may, apply such moneys on hand to the redemp- ^p*^ 16 *^ ^ tion of so many of said bonds as the same will suffice to deeming bonds. redeem at par and accrued interest. The redemption of bonds by means of the proceeds of the sales of lands, and 156 NORTHERN PACIFIC RAILROAD. 187s - the receipt of bonds in payment for lands, as aforesaid, shall be deemed equivalent to the payment into the sink- ing fund of an equal amount of the earnings of the road, and shall relieve such earnings therefrom pro tanto. The bonds to be redeemed by the operation of the sinking fund, or by the proceeds of the sales of lands, shall be drawn by lot, and all interest thereon shall cease sixty days after notice thereof, by publication in a newspaper of general circulation published in each of the Cities of Boston, New York and Philadelphia. is S e e fl oTbonrt S ud Said bonds, when executed by the Company, shall be verified by the signature of the Trustee or Trustees, and shall be deposited with a Trust Company of the City of New York, by whom they shall be countersigned. When any section of twenty-five miles of said division shall be completed ready for operation, the said Trust Company shall deliver to this Company so many of said bonds as shall be equal, at par, to $12,000 for each and every mile of such section. The evidence to said Trust Company that such section has been so completed shall be the affi- davit of the Chief Engineer of this Company, or of the engineer in charge of the work. None of said bonds shall be issued or be valid for any purpose, unless verified by the signature of the Trustee or Trustees named in said mortgage and countersigned by said Trust Company. 25,000 shares of Hesolmd, further, that there shall be issued of the Com- prelerrea stock *' to be issued. pany's preferred stock such an amount, not exceeding 25,000 shares of $100 each, as shall produce a sum suffi- cient, with the First Mortgage Bonds, as provided for in the preceding resolution, to complete and equip the Mis- souri Division of the Company's railroad, and provide transfer boat or boats for the crossing of the Missouri Kiver. Said preferred stock shall be disposed of to sub- scribers for cash at its par value. The subscriptions for said preferred stock shall be binding when a sufficient amount shall have been subscribed for to produce in cash the sum required to complete and equip the first one hundred miles of said division westward from the Missouri River, and provide transfer boat or boats for the crossing of said river. The Board of Directors shall determine BOARD OF DIRECTORS. 157 when such sufficient amount shall have been subscribed 1878. for, and shall cause notice thereof to be sent by mail to each subscriber at his address named in his subscription. Payments for the stock so subscribed for shall be made at such times, after the first day of April next, and in such installments, as the Board may determine ; but pay- ments shall not be called for oftener than once in every thirty days, nor of more than twenty per cent, at any one time. Every subscriber for said preferred stock who shall have pr ^^" ^took paid therefor in full shall be entitled to receive a bond or^^^S bonds of the issue provided for in the preceding resolu- tion equal in amount to the preferred stock so subscribed for or taken by him. The right to subscribe for said preferred stock shall be stockholders A to have first first given to the stockholders of the Company, and to privilege to sub- that end there shall be published a notice to them twice each week for four successive weeks in a newspaper of general circulation published in each of the Cities of Bos- ton, New York, Philadelphia and Pittsburgh, before the opportunity to subscribe therefor is given to any other than stockholders. Should the total amount of subscriptions bv the stock- Allotment of stock. holders for said preferred stock be more than the amount hereby authorized, the amount of said preferred stock to be issued shall be allotted to each of them respectively in the proportion which the whole amount of stock owned by all such subscribers bears to the stock of each. Each subscriber to said preferred stock shall be allowed interest at six - 1 per cent. interest at six per cent, per annum on the payments made by him therefor; and when he shall have fully paid for the stock so subscribed for by him, he shall be entitled to a certificate or certificates therefor, and to his propor- tional share of the bonds delivered and to be delivered per mile by the said Trust Company, as provided in the preceding resolution. Should any subscriber fail to pay any installment on hisf m pi^g" subscription within fifteen days after the same shall have scviptions. become payable according to the determination of the Board, he shall forfeit all rights to any of said preferred stock, and to all previous payments by him made, with 168 NORTHERN PACIFIC RAILROAD. 1878. t} ie interest thereon ; but lie shall be eutitled to receive in said First Mortgage Bonds, at the rate of eighty-five per cent, of their par value, an amount equal to the sum or sums of money actually paid by him, which shall be in full discharge and satisfaction of all claim and demand under his subscription. General Conn- Resolved, further, that the General Counsel of the Com- eel to draft mort- gage, pany dratt a lorm or the bonds and mortgage mentioned in the foregoing resolutions, and report the same to the Executive Committee or the Board as soon as practicable. B. closing of anb- ' Besolved, that subscriptions for the preferred stock to be issued pursuant to the foregoing resolutions be received at the Company's office, No. 23 Fifth Avenue, City of New York, and that the same shall be closed by order of the Executive Committee when, in the judgment of the committee, the amount contemplated in said reso- lution shall have been subscribed for, and that notice to the stockholders of the Company be published in a news- paper of general circulation published in each of the cities of Boston, New York, Philadelphia and Pittsburgh, twice in each week for four successive weeks, to the effect that the exclusive right is given them to subscribe for the preferred stock authorized to be issued by the preceding resolutions, and to receive First Mortgage Bonds of the Company on the terms therein specified, until a day to be named in the notice, which shall be after the last publica- tion thereof. C. steel rails to i>e Repaired, that the President, the Vice President and Mr. Dilworth be appointed a committee to contract, on the basis of the estimated earnings of the Company for the ensuing year, and on the credit to be obtained on said estimated earnings, for the purchase of a sufficient quan- tity of steel rails to lay not exceeding 150 miles of tra-k to be used in replacing iron rails in the track of the main line of the Eastern Division ; said steel rails to be of the same pattern and weight as the 500 tons of steel rails purc.i ised by the Company last fall and now laid on the main ! rack BOARD OF DIRECTORS. 159 west of Brainerd. And that the iron rails to be replaced 1878. by said new steel rails be used in laying the track of the Missouri Division, be accounted for to the Company, and may be paid for in First Mortgage Bonds of the Missouri Division at eighty-five per cent, of their par value. The contract for the first 100 miles of the Missouri contract for 100 miles Mis- Division was ordered to be made with the lowest of the *ouri Division. bidders who furnishes satisfactory evidence of his ability to perform the work, the Company to furnish cross-ties and rails and fastenings for the track, and the work to be com- pleted by the 1st of November next. EXECUTIVE COMMITTEE. December 27th. Under a recent order of the Board w 2?BWkSX the contract for the construction of the first 100 miles of ^*"*- the Missouri Division was awarded to Stephen C. Walker, Heman Clark, James Bellows and Kobert J. Campbell, they being the lowest bidders. January 9th, 1879. The committee recommended that 1879 , the committee to purchase steel rails should secure 11,000 wte VY r aUTb.> tons, to be laid the coming season between Brainerd and *. Fargo. The Chairman submitted the form of a notice to the h oiaeM of S rigbt stockholders, that exclusive right was given them toJJjSSTSock subscribe for the preferred stock authorized to be issued "* bomls by the resolutions providing ways and means to build the Missouri Division, adopted by the Board on the 19th December, and to receive First Mortgage Bonds on the terms therein specified. January 10th. The draft of the contract with Walker, v ,^ tn S; Bellows & Co. for the construction of the first hundred miles of the Missouri Division was approved. BOARD OF DIRECTORS. January 23d. The Vice-President was authorized to at ^^% k boat advertise for proposals for a suitable transfer boat for use at Bismarck. 160 NORTHERN PACIFIC RAILROAD. 1879. immigration A resolution was adopted authorizing an agreement George De Par- with George De Pardonnet, of Paris, France, to secure emigration from Europe to the Company's lands we&t of the Missouri River, he to receive ten per cent, of the gross cash sales of lands to his emigrants. Thos. l. Rosser General Thomas L. Rosser was appointed Division Engineer for rr Missouri Di- Engineer for the Missouri Division, and placed in imme- vision. x diate charge of the location and construction work between the Missouri and Yellowstone Rivers. EXECUTIVE COMMITTEE. Missouri Di- January 28th. The form of a proposed circular to vision stock sub- 1 i soription circa- stockholders, and of the subscription to the preferred lar. stock under the Missouri Division plan, were submitted by the General Counsel, and a resolution adopted approv- ing them, and directing the Secretary to sign them and have them prepared for circulation. {Ex. Com. Krcord, Vol. I, pp. 320-323.) contract with January 30th. A resolution was adopted directing the Farmers" Loan . .. , , n . and Trust Com- committee to wliom was referred the subject of regis- fratLn of stock, tration of stock to contract with the Farmers' Loan and Trust Company for such registration at a compensation not exceeding $1,500 per annum, and directing the Vice- President to cause to be prepared the requisite books, blanks and copies of stock lists for carrying out the plan of registration. BOARD OF DIRECTORS. Forfeiture February 19th. The subject of the pending bill in pending in Con- Congress concerning the Northern Pacific Railroad was considered, and a resolution adopted that the bill is s ttis- factory to the Board with the exception of the forfeiture clause, which, in the opinion of this Board, may be EXECUTIVE COMMITTEE. 161 modified so as to read as follows: "And in case of a 1879 . failure of said Company so to construct the number of miles above specified per year, it shall be lawful for the Secretary of the Interior to find that fact and report the same to Congress. Provided, however, that the Company shall have credit in subsequent years for any amount of road built in previous years after the passage of this bill in excess of the amount required." The General Counsel, who was previously directed to colonel Grays - opinion on the report on the validity of the proposed plan for building validity of Mis- the Missouri Division, read an opinion favorable to the stock and bonds legality of the preferred stock proposed to be subscribed for under the scheme for the further extension of the road, and of the bonds proposed to be issued to the sub- scribers for stock under such scheme, holding that such issue of stock and bonds is within the lawful power and authority of this Board. An opinion from the General Counsel was read in rela- cnangeoftrack tion to the proposed change of track at Duluth in accord- a ance with the contract between this Company and the Lake Superior and Mississippi Railroad Company, of which last named Company the St. Paul and Duluth Company is the successor. The President was author- ized to execute the contract in accordance with the General Counsel's communication. Mr. Power, of Fort Benton, and Mr. Murphy, of Helena, Bequest of representing the Montana Navigation Company, came ga tion company before the Board, and in lieu of previous requests by that company for aid to improve the navigation of the upper Missouri River, asked for a gift of $10,000. These gentle- men expressed the opinion that their associates at Helena would not consent to this Company taking stock to the amount of the $10,000 asked for. :o:- EXECUTIVE COMMITTEE. February 20th. A resolution was adopted expressing Town Hite op _ the opinion of the committee that a town site should be posite Bl8marck laid out without delay at the mouth of the Heart River 11 162 NORTHERN PACIFIC RAILROAD. 1879 . opposite Bismarck, in accordance with the recommenda- tions of General Rosser, and upon the general plan adopted by the Company elsewhere. Missouri Di- Maech 4th. The previous action regarding a circular vision circular - 1 amended. relative to issuing bonds and preferred stock for the con- struction of the Missouri Division was rescinded, and another circular adopted in its place. {Ex. Com. Record, Vol. I., p. 330.) steam transfer The Vice-President was directed to contract for the boat for Bis- t . marck crossing, construction of a steam transfer boat to carry six loaded freight cars, to be delivered at Bismarck the coming sum- mer at a cost not to exceed $25,000. Bin for exten- March 5th. The Company's General Counsel was requested to prepare a bill to extend the time to construct and complete the Company's road, main line and branch, to be introduced into the forty-sixth Congress at its called extra session. Prices of lots The Land Committee was requested to cause a map to in Mandan. -i - -i ., , i i be prepared of the new town of Mandan, on the west bank of the Missouri River, opposite Bismarck, and designate thereon the prices at which tbe lots and parcels of land should be sold, and submit the same to the Board. Lot in Bis- The Chairman of the Land Committee was authorized copal churohT to have a deed executed, for a nominal consideration, of a portion of Section 33, not to exceed one acre, in the Town of Bismarck, for an Episcopal church and par- sonage. BOARD OF DIRECTORS. Philip Rite' March 19th. The Land Committee was directed to application for receive the application of Philip Ritz, of Walla Walla, for not exceeding eight sections of land on the main line in Washington Territory, occupied or improved by him, and to give him preference of buying the same. HOARD OF DIRECTORS. 163 1819. Hugh McCulloch, of New York, was elected to fill Hugh McCui- the vacancy in the Board caused by the resignation of v ce c^ss! ct re- George W. Cass. signed - The General Counsel presented a form of a bill allowing Newbiiiforex- ... .. , . . , tension of time. ten years time ironi its passage for the completion of the Northern Pacific Eailroad line. The bill was approved, and the President requested to have it introduced into the present Congress. March 20th. A resolution was adopted offering: to T hom .* s Doa . ne r o Consulting Ln- Thomas Doane the position of Consulting Engineer of gineer. this Company at a salary of $5,000 per annum, with travel- ing expenses and subsistence in the field. A resolution was adopted allowing interest to pur- 8 ^ res ^ u .^ is " chasers of the Company's preferred stock and First Mort- subscriptions, gage Bonds for construction of Missouri Division, on their payments on account. The Treasurer was directed to open and keep appro- Book of record . * of original in- pnate books of the " Original Interests," in which shall be terests. entered the names of all persons who were found entitled to the common stock hereafter to be issued in and by the report and supplementary report of the Special Committee adopted by the Board on the 26th September, 1877, and 16th May, 1877, and their assigns, with the shares, amounts or proportions of interests of each, and all transfers and assignments made. The town plat of Mandan was approved, and also the Mandan town scale of minimum prices for lands recommended by Mr. Power. The Chairman of the Land Committee was requested j. b. Power in to instruct J. B. Power to take charge and make sales of west of Missouri the Company's lands west of the Missouri River and the B w^fn l oc al town site of Mandan, and to employ John Bowen as local agen " agent at a salary of $1,000 per annum. April 16th. The President was authorized to execute a formal contract between this Company and the St. Paul and Pacific Railroad Company, when the same shall be finally agreed on and approved by the committee charged therewith. 1H4 NORTHERN PACIFIC RAILROAD. 1819. contract for The Vice-President reported a contract with William feiToatl ians L- Hambleton and S. J. Hambleton, of Mound City, Illinois, for construction of Bismarck Transfer Boat at a price of $23,000. The contract was approved by the Board. visfon ioan re- ^ resolution was adopted providing that when the pro- oooooo t0 $2, P os itions received for the purchase of first mortgage bonds and preferred stock under the circular for the Missouri Division loan shall amount to the sum of $2,000,000, no more shall be accepted until such sum shall have been paid in and expended in construction. A further resolu- tion was adopted declaring that the subscriptions having already amounted to more than sufficient to complete and equip the first 100 miles of the Missouri Division westward, the Secretary shall give notice of such fact to the sub- scribers. j.wsprague General John W. Sprague was appointed General appointed Gen- r r * erai superintend- Superintendent of this Company's property and business Gut tor ir SrCiiic coast. on the Pacific coast west of the Rocky Mountains, from and after the 1st day of May next, at a salary of $500 a month, to include and cover his services as agent for the Lake Superior and Puget Sound Company. Missouri pi- The Treasurer having reported that the subscriptions vision subscrip- ox tion closed. for the construction of the Missouri Division amount to $2,000,000, a resolution was adopted closing the subscrip- tions. cadeXaMh !* 8 ^e Vice-President presented a map of the general proved. route of the Cascade Branch, beginning at a point on the main line in Township 15 North, Range 32 East, crossing the Columbia River at Priest's Rapids, and thence across the Cascade Mountains by way of the Cowlitz Pass, south of Mount Rainier, to Tacoma, on Puget Sound. This map of the amended general route as shown thereon was adopted, and the President was directed to certify the same, and transmit it to the Secretary of the Interior. Form of Mis- April 17th. The form of the Missouri Division mort- souri Division . . _ - , _ mortgage ap- gage was submitted by the General Counsel and approved. proved. Treasurer's sig- jyr AY 23d. The previous resolution directing theTreas- nature to Mis- x _ souri Division urer to sign the coupons of the Missouri Division Bonds bonds. x was amended by directing that the fac-simile of his signa- BOARD OF DIRECTORS. 165 ture be engraved and printed in lieu of his manual 1879. signature. A resolution calling for three installments on the sub- installments on subscriptions. scriptions for the construction of the Missouri River Division was adopted. The President, and Messrs. McCulloch and Smith, were Northern Pa- appointed a committee to take into consideration the sub- on stock Ex- ject of placing this Company's stock and certificates on c ange ' the list of the New York Stock Exchange. The appointment of Samuel A. Black to act as agent Johnw. sprague r ~ appointed Agent, of this Company to select lands, execute relinquishments vice Black - and receive mail moneys, was revoked, and John W. Sprague was appointed in his stead. The following resolution was adopted : Besolced, that to aid in the construction and equipment Pend d'Oreiiie of that portion of the Company's main line of railroad ex- tending from a point at or near the mouth of Snake River, in the Territory of Washington, to a point at or near Lake Pend d'Oreiiie, in the Territory of Idaho, a distance of 209 miles, more or less, known as the " Pend d'Oreiiie Division," the Company will execute and deliver its First Mortgage $20,000 of Bonds to an amount equal to and not exceeding $20,000 per mile of said division, and secure the same by a first mortgage on the entire of said division of railroad, with the right of way therefor, and the appurtenances and franchises thereto belonging, and on all of the lands granted by Con- gress to the Company applicable thereto. The bonds shall be made payable forty years after their date, and shall bear interest at six per cent, per annum, payable semi-annually in lawful money, and they shall be receivable at par and accrued interest in payment for said lands. Provision shall be made for a sinking fund from the sinking fund earnings of the Company's railroad for the retiring of the pr said bonds at or before maturity, and the net proceeds of the sales of said lands shall be applied from time to time to the redemption of said bonds. When executed by the Company, the bonds shall be verified by the certificate of the Trustee or Trustees named in the mortgage, and deposited with a Trust Company in the City of New York, by whom they shall be countersigned. When any section of twenty-five miles of said division shall be completed 166 NORTHERN PACIFIC RAILROAD. 1879 , ready for operation, the Trust Company shall deliver to this Company so many of said bonds as shall be equal at par to $20,000 per mile of such completed section. The evidence to the Trust Company of the completion of any section shall be the affidavit of the engineer in charge of the work. u.ooo shares For the purpose aforesaid the Company- shall issue preferred stock . . . * , * to be issued. 14,000 shares of its preferred stock, and said shares and $2,000,000 of said bonds shall be sold for cash at and for the following price, viz. : for each $1,000 subscribed, and the subscription being fully paid, the purchaser shall receive a bond or bonds of said issue to the amount of seven shares $1,000 and also seven shares of said preferred stock, and of stock with , i each $1,000 of at that rate for anv other amount ; the payments to be bonds. .. ... made as follows, viz. : ten per cent, of the entire amount subscribed shall be paid on the 1st day of September next, without call or further notice ; and the residue in such installments, not more than twenty per cent, at one time, nor oftener than once in thirty days, as shall be ordered or called for by the Board of Directors. The right to 8 ha C ve h0l flrst ^ P urcnase sa id bonds and stock shall be first given to the right to purchase stockholders of the Company, and notice of such exclusive right shall be given by circular, to be known as " Circular No. 2," mailed to each stockholder to his post-office address, so far as the same is known. Each stockholder shall be entitled to subscribe for and purchase said bonds and stock in proportion to the amount of stock, preferred and common, held by him, and the proportion shall be stated in the notice. The sub- scriptions shall be receivable at the office of the Treasurer of the Company. Should the total subscriptions received from stockholders within the time named in the notice fall short of the said amount of $2,000,000, the untaken portion shall be open then to the stockholders who shall have subscribed in the proportion of their respective holdings of stock. Each subscriber who shall have paid in full the amount subscribed by him, shall be allowed six per cent, semi-annual interest at six per cent, per annum on the interest on pay- x ments. amounts of his payments from the date thereof, payable on the 1st day of March and 1st day of September in each year, and when he shall have paid in full as aforesaid, he BOARD OF DIRECTORS. 167 shall receive a certificate or certificates for the whole num- 1879. ber of shares of said preferred stock to which he shall be entitled; and there shall be delivered to each subscriber Delivery of who shall not be in default in the payment of any install- ment of his subscription, his personal representative or assigns, from time to time, as soon as practicable after the completion of each section of twenty-five miles of said division, such amount of said bonds delivered by the Trust Company to this Company as shall bear the same propor- tion to the entire amount of bonds subscribed for by him as the number of miles of said section bears to the number of miles of said division. In case any subscriber shall fail to pay any installment Forfeiture ... , i n e -ii. i on uncompleted of his purchase money withm fifteen days after the same subscriptions. shall have become due, he shall forfeit all right to any of said preferred stock, and to all previous payments by him made ; but he may receive in said bonds an amount equal at par to the money actually paid by him, which shall be in full satisfaction of all claim and demand under his sub- scription. Resolved, further, that the Secretary be and he is hereby Notice to stock- directed to cause the circular to be prepared and mailed to the stockholders pursuant to the preceding resolution, naming therein the 1st day of August next as the time within which the exclusive right in the first instance is given to them to purchase, and stating that each stock- holder will be entitled to subscribe $100 for every twenty- five shares of the stock of this Company, preferred and common, held by him, and that subscriptions are re- ceivable at the office of the Treasurer of the Company, No. 23 Fifth Avenue, City of New York. And the Counsel of the Company is requested to prepare a form of bond and mortgage as provided in the preceding resolution, and report the same to the Executive Committee or to the Board. A report on the history, operations and financial con- Tacoma Land dition of the Tacoma Land Company, by Charles B. P ort. pany s Wright, its President, was presented and accepted. {Directors' Record, Vol. III., pp. 1-4.) The President was authorized to sign a petition in the condemning proceedings to condemn and acquire land in St. Paul. 168 NORTHERN PACIFIC RAILROAD. 1879. Reduction in May 24th. The Land Committee laid before the Board prices of lands. a tabulated scheme of reduced prices of lands purchasable with the Company's preferred stock, arranged in four different territorial divisions, which they recommended as a necessity induced by the large rise in the market value of the stock, which had already checked and threatened to stop its purchase for exchange into land. The com- mittee also presented a new scale of prices for the Com- pany's land on the Missouri Division from Bismarck to the Yellowstone. Both these schedules were approved; they will be found in the records of the Land Committee. One hundred It was resolved that the Company proceed with the d'Oreiiie Division construction of 100 miles of the Pend d'Oreille Division constructed. ** eastward from the Columbia River as soon as the line is definitely located. Resignation of A letter was presented from Charles B. Wright resign- ing the Presidency of the Northern Pacific Railroad Com- pany. The resignation was accepted, and complimentary resolutions were adopted acknowledging the great services of Mr. Wright to this Company, and expressing the re- gret of the Board at his withdrawal from the Presidency. Fred'k Biiungs Frederick Billings was elected President to fill the elected President vacancy. surplus of Mis- The Treasurer reported that a number of subscriptions loan 1 subscript had been received to the Missouri Division Loan after the tions returned. ^ oan wag c ] ose ^ ) an( j wag directed to return the checks received for such subscriptions. Geo. Gray's June 19th. The President described at length the work in Wash- _ _ . ington. importance of the work recently done by the Company s General Counsel at Washington in overcoming the declared determination of the Interior Department not to file the map of amended route of the Company's line in Washington Territory, and not to record or file its mort- gage on the Missouri Division. Relinquish- A resolution was adopted approving and ratifying a the old route of letter of the General Counsel to the Secretary of the Interior, dated June 9th, 1879, relinquishing the Com- pany's claim to the lands theretofore withdrawn from the branch in the Territories of Idaho and Washington, except so far as the same may be within the limits prescribed by BOARD OF DIRECTORS. 169 the Charter and amendments applicable to the amended 1879. line of the general route in Washington Territory, accord- ing to the map presented to the Department on the 13th of May. The President stated the existence of an Indian Reser- Indian Reser- vation for the Arickarees, Gros Ventres and Mandans on sonri Division, the line of the Missouri Division of the Company's road, and his suggested preamble and resolutions were adopted directing him to call the attention of the Government to the facts of the case, in order that the said Reserve shall be altered by executive order so as to bring it within boundaries outside the lands of the Company. The President submitted to the Board a contract made contract for Knife Falls by him and J. P. Illsley, the President of the St. Paul Branch Railroad and Duluth Railroad, bearing date the 10th of June, respecting the construction and operation of a branch railroad, about six miles in length, to Knife Falls, in Min- nesota, and a resolution was adopted ratifying said con- tract. (Directors' Record, Vol. III., pp. 23-26.) The President was authorized to negotiate with Mr. steel rails on Stephen for the expense of relaying the railroad from St. Rapids Road. Paul to Sauk Rapids, and from St. Paul to Minneapolis, with steel rails, such outlay to be under the joint super- vision of the General Managers of the two roads. The President was authorized to negotiate with George Negotiations for milroad Stephen for the formation of a company to build a rail- from Brecken- road from Breckenridge through Casselton to a point casseiton. northerly of this Company's road, not less than forty miles from Casselton (the forty miles north and the ten miles south of Casselton to be controlled by this Company); provided that no other connection with or intersection of this Company's road west of the Red River shall be built or acquired by the railroad interest now represented by Mr. Stephen. A resolution was adopted ordering that the Directors compensation attending meetings of the Board and Executive Committee irec ors ' and giving time to committee business, shall hereafter be paid at the rate of $8 per day for actual attendance and time, and also their railroad fare. (This resolution was amended July 16th so as to make the compensation $10 a day and cost of transportation to and fro.) 170 NORTHERN PACIFIC RAILROAD. 1879. Northern Pa- The committee on placing this Company's stocks and on c New" York securities on the New York Stock Exchange recommended stock Exchange. that the President and Treasurer be directed to take steps immediately to that end. $1,000 presented The Board voted to present to Colonel George Gray a to George Gray. * J check for $1,000, to show their appreciation of the great professional service rendered by him to this corporation in the City of Washington. stPau r i a Minn July 16th. The President was authorized to execute toba 8a i d aiiroart 011 benaW of tnis Company such contract with the St. company. Paul, Minneapolis and Manitoba Railroad Company relative to matters formerly in question with the St. Paul and Pacific Railroad Company as may be approved by the Special Committee appointed by this Board November 8th last, at Far 11 "** h USe ^e P res ident reported that the citizens of Fargo had donated twelve and one-half acres of land and $2,500 in money as an inducement to the location of a new round house in that town, and that he had accepted the gift, and ordered the building to be erected on the land. Northern Pa- A resolution was adopted declaring it to be the true to control grain policy of this Company to own and operate all grain eleva- sieeping cars, tors on the line of its railroad, and all sleeping and parlor freight 8 unes 1 to cars regularly run on its line, and that no special or privi- leged freight lines shall be permitted or admitted to be maintained or operated on any line of railroad owned or controlled by this Company. The President was instructed to take measures to carry into effect this resolu- tion, road^mprove- ^ re P 01 *^ from the Committee of the Western Railroad ments. Company of Minnesota, advising that certain improve- ments be made at an expense of $37,000, was approved, in the interest of this Company as the controlling stock- holder in that corporation. supplemental A supplemental contract with Walker, Bellows & Co., contract with '. walker, Bellows for construction work on Missouri Division, was presented and approved. (Directors' Record, Vol. III., pp. 33-37.) survey of clear- The President presented letters from citizens of Lewis- ton, Idaho, on the subject of a railroad route by the Clear- water River, which they claimed was shorter and better BOARD OF DIRECTORS. 171 than the one adopted by this Company, which they wanted ' this Company to survey, and stated, to avoid a possible charge that we had neglected to avail ourselves of the best route, he had ordered an examination by one of our engineers of the commended route, citizens of Lewiston bearing the expense of the outfit and maintenance of the party. The Treasurer reported the subscription of $1,803,000 P end a'Oreiiie x . l an concluded to the bonds and preferred stock of the Pend d'Oreille and closed. Division, the whole subscription being $303,000 in excess of the amount required. He stated that $500,000 had been subscribed by a party who is not a shareholder, and not entitled to subscribe. A resolution was adopted accepting the subscriptions of stockholders, deducting the excess of $303,000 from the subscription of the non-stock- holder and accepting from him a subscriptian of $197,- 000, and further ordering that subscriptions shall be now closed. The change of line at the iunction of Badger and Curlew change of line "" on Missouri Di- Creeks, Missouri Division, recommended by the Vice- vision. President, involving an increase of four miles' length of road, to avoid heavy work and grades, was approved. It was ordered that the funds to be received from sub- separate deposit scriptions to the Pend d'Oreille Division be separately Divfstoffund" 6 deposited under the direction of the President. A resolution was adopted authorizing the assignment Pend 81g d e reiiie of any subscriptions to the issue of bonds and preferred thorized.' 0118 a " stock of the Pend d'Oreille Division. August 27th. An agreement executed between the St. the gre st en paui, Paul, Minneapolis and Manitoba Eailway Company and ManXim"^ this Company, dated August 1st, 1879, was ratified, omit- * a * Company, ting the last section of paragraph two, and the President was authorized to carry it into effect, either by the execu- tion of a new contract, or an endorsement of the already executed contract, or otherwise. (Directors' Record, Vol. III., pp. 52-57.) The President laid before the Board an agreement st ^i ayjng with between this Company and the St. Paul, Minneapolis and a ^^ l e l f k 8 R ^ p ^ Manitoba Railway Company, dated August 2d, 1879, for 172 NOETHERN PACIFIC RAILEOAD. 1879 relaying with steel rails the road between St. Paul, Min- neapolis, St. Cloud and Sauk Rapids. Transfer of st. Charles B. Wright, Trustee, was instructed to transfer Paul and Pacific Railroad stock, all the shares of the St. Paul and Pacific Railroad Com- pany held by him in trust for this Company to the St. Paul, Minneapolis and Manitoba Railway Company, in pursuance of the agreement dated August 1st, 1879. Grain elevator A communication from citizens of Duluth proposing to erect a large grain elevator at that port on terms of favor- able connection with this Company was read, and a resolu- tion adopted reconsidering so much of the resolution of July 16th as relates to grain elevators, issue of 3,000 The President was authorized to dispose of so much of ferred stocifTo this Company's preferred stock as shall be necessary to pany's f r interest purchase a sufficient amount of the stock of the St. Paul junctfon to f Div! an ^ Duluth Railway Company to pay off the entire pur- lnth. chase price remaining unpaid for the half interest in the twenty-five miles of road from the junction in Minnesota to Duluth. To effect the purpose of this resolution, an amount not to exceed 3,000 shares of preferred stock was authorized to be issued and registered by the Farmers' Loan and Trust Company, j. b. Power The subject of foreign and domestic immigration to ofTmmlgraUon! Company's lands in Minnesota, Dakota and Montana was by resolution placed under the charge of the Company's General Land Agent, J. B. Power, and he was directed to take measures to bring the most desirable of such emi- gration to settle on said lands, provided that the expendi- tures of his department shall not be thereby increased over $3,000 per year without express authority from the Board. Settlement The Vice-President reported a settlement between this rior and 6 Puget Company and the Lake Superior and Puget Sound Com- 8oundCompany pany, which was confirmed by the Board. construction The President was authorized to take steps for the im- of'Casselton -,. , .. , 1 .-, n ,-. Branch author- mediate construction or a branch railroad from the main line at Casselton northwards within the limits of the land grant of this Company in the Territory of Dakota, upon the line recommended by F. R. Delano, or upon such advantageous and equally practicable line as to the President may seem expedient, and to apply to such con- BOARD OF DIRECTORS. I73 struction so far as necessary the earnings of the main line, 1879. and to use in the track of said branch, so far as may be suitable, rails and fastenings from the main line now being replaced with steel. August 28th. A resolution was adopted directing that Location of the general route of the Pend d'Oreille Division be located ^vfsion i?ne lUe as follows : Beginning near the easterly side of the Columbia River and near the mouth of Snake River, thence up the Columbia River Valley to or near the East- wick location, so called, thence by the general route of said location by way of Spokane Falls to Lake Pend d'Oreille ; the location between the angle in Washtuchna Coulee and Big Lake being conditioned upon the finding water thereon in sufficient quantity for railroad purposes, and with the further condition, applying to the whole line, that no preferable route via Lewiston be found by the parties now in the field. The President was authorized to contract immediately construction for ties and timber for the Pend d'Oreille Division, to be S' 116 delivered the coming season, and to take steps for the construction of said division, including the necessary structures, equipment and rolling stock. He was also authorized to advertise for proposals, the same to be opened and acted on by the General Superintendent of the Pacific Division. General J. W. Sprague, Superintendent of the Pacific G, n . gprague Division, was authorized to enter into negotiations with in g tontexes aHh the authorities in "Washington Territory for equitable settlement of the question of taxes accrued against this Company. September 22d. The President presented written in- construction structions to F. R. Delano for the construction of the f ra c ? h h ; selton Casselton Branch, and also a report of the contracts made and work thus far done. A telegram from H. M. McCartney, one of the Com- H . m. McCart- pany's engineers, was read, stating that there was nOagJ 8 ls t re ciear- passatheadof the Middle Fork of Clearwater ; that he water route - had traced its source 210 miles from Lewiston, examined the main range from there north to Lulu Forks, connect- 174 NORTHERN PACIFIC RAILROAD. 18y9 , ingwith Noberley's old surveys. The telegram concluded: " Nothing in it. Would not recommend further examina- tions." Financial year It was ordered that the financial year of the Northern to begin July 1st _ . ^ Pacific Railroad Company shall commence on the 1st day of July, and on that day the financial year of 1879 shall be considered to have commenced. g inZ l Doane E i n n September 23d. The President was authorized to strucuonof Mis- comm it the entire charge of the engineering and con- souri Division, gtruction of the Missouri Division to Consulting Engineer Thomas Doane. Firstreporton The special committee charged with the investigation of the condition of the Company's coal land interests on the Pacific coast and the advisability of abrogating the Smith and Goodwin contract, made a report. {Directors Record, Vol. III., pp. 73-76. A supplementary report will be found on pp. 78-79.) contracts for A. resolution was adopted authorizing the local Director mining coal in r Washington Ter- on the Pacific coast, Mr. Ainsworth. and the local General ritory. Superintendent, to enter into such contracts for mining coal on this Company's lands as they shall deem for the best interests of the Company, subject in every case to the approval of the Executive Committee or the Board. September 24th. The annual meeting of the stock- holders of the Northern Pacific Railroad was held this day, and the following named persons were elected Direct- ors for the ensuing year : New Board of FREDERICK BlLLINGS. Vermont. Directors. Johnston Livingston, New York. Joseph Dilworth, Pittsburgh. C. B. Wright, Philadelphia. B. P. Cheney, Boston. Hugh McCulloch, New York. Joseph D. Potts, Philadelphia. J. Frailey Smith, Philadelphia. J. M. Denison, Baltimore. Alexander Mitchell, Milwaukee. J. C. Ainsworth, Oregon. Walton Ferguson, New York. James B. Williams, New York. BOARD OF DIRECTORS. 175 The Directors elected the following officers : 1879 . President, Frederick Billings, 0fficers elected - Secretary, Samuel Wilkeson, Treasurer, Eobert Lenox Belknap. The election of Vice-President was postponed. A resolution was adopted establishing a Legal Depart- Legal Depart- ment, and placing the General Counsel in charge of all General counsel legal business. This resolution makes it the duty of the General Counsel to attend the meetings of the Board and of the Executive Committee if required, and to give his legal opinion on all questions and matters that may be referred to him by the Board, or by any committee, or by the President, or the head of any department. He may, subject to the approval of the Board, employ local attorneys when necessary on the line of the road, who shall report to him as he may direct, at such reasonable compensation as shall be approved by the President. It shall be his duty to see to the obtaining and securing the title to all property of the Company, including the right of way, and preserving the evidence thereof, and he shall make report to the President for the use of the Board from time to time on the legal business of the Company, and the litiga- tions in which it may be involved, and the costs and expense of the Legal Department, and shall hold his office at the pleasure of the Board, and receive such annual salary as the Board may from time to time determine, which shall be in full for all his services to the Company. The compensation of the General Counsel was fixed by General coun- resolution at $10,000 per year, to be paid on the same $io*ooo a year* y account as the salaries of other officers of the Company. October 15th. The resignation- of Walton Ferguson Robert Harris as a member of this Board was offered and accepted, and w. Ferguson. Kobert Harris, of New York, was elected a Director in his place. The President read a telegram from General Sprague, work begun on at Wallula, reporting that 100 men were at work on the Division. grade of the Pend d'Oreille line. 17() NORTHERN PACIFIC RAILROAD. 1879. company's A resolution was adopted directing that all notes given notes and checks by tllis Company and all checks upon its general bank accounts, shall be signed by the Treasurer, and counter- signed by the President or some one he may appoint to sign for him. Transfer agency The President and Treasurer were authorized to appoint in Philadelphia. rxr an agency in Philadelphia for the receipt of certificates of stock for transfer, provided no expense shall be incurred by this Company, the agency to be a Bank or Trust Com- pany of undoubted standing. Fractional as- The President was instructed not to recognize any signments of " common stock assignment of any right or interest in the residue of the prohibited. b J & common stock to be issued in pursuance of the plan of reorganization, and in accordance with the reports of the special committee, unless the same be a transfer of the entire of some one right and interest specified in said reports. It was further resolved that the entire rights and inter- ests in the said residue of the common stock may be assigned by instruments substantially in the form pre- pared by the General Counsel, and upon surrender thereof to the Treasurer, with the request of the assignee endorsed thereon. Purchasers of It was resolved that there shall be issued to purchasers ^oremeDiv^onOf bonds either of the Missouri or Pend d'OreiUe Divi- cerMflcate r s Cee for s i ns or their assigns, on their written application (therein sibscriptio l n tof wa ^ n ^ an y claim to receive proportional shares thereof on completed sections, and on surrender of all previous receipts, certificates or vouchers for the same), certificates of their right to receive, upon the completion of the division for the construction of which such bonds are to be issued, the amount of said bonds so applied for, not exceeding at their par value the payments actually made therefor or on account thereof respectively, such certifi- cates to be each for one of said bonds of the denomination of $1,000. Appraisal of The President submitted a list and appraisal of lands souri Division." in the Missouri Division delivered to the Farmers' Loan and Trust Company in compliance with Article 10 of the Missouri Division First Mortgage, and approved by that BOARD OF DIRECTORS. 177 company. This list was approved by the Board and is 1879. as follows: Distance from Railroad. Rating or Quality. No. 1 No. 2 No. 3 No. 4 No. 5 Within 5 miles 2.50 2.25 2.25 2.00 2.00 1.75 1.75 1.50 2.25 2.00 2.00 1 . 75 1.75 1.50 1.50 1.25 2.00 1.75 1.75 1.50 1.50 1.25 1.25 1.00 1.75 1.50 1.50 1.25 1.25 1.00 1.00 .75 1.50 " 10 " 1.25 " 15 " " 20 " 1.25 1.00 " 25 " 1.00 " 30 " .75 35 " .75 " 40 " .50 The Land Commissioner was directed to make sales of instructions t<> ! _j- . - ,. Land Commis- the land appertaining to the Missouri Division for thesioner. best price in each instance he can obtain, not less than the minimum prices approved by the trustee oMhe mort- gage, keeping in view not only the acquisition of funds, but also the quickest settlement and largest cultivation of the lands. The Land Commissioner was also authorized in his discretion to sell partly on credit any of the Company's lands east of the Missouri River, in such case requiring at least one-sixth of the purchase price to be paid down, and the remainder within five years, in equal annual installments, with interest at seven per cent., payable annually on the deferred payments ; principal and interest to be paid in cash or preferred stock, at the purchaser's option. The President was authorized to convey to the St. Half interest in J Duluth Coloni- Paul and Duluth Railroad Company, the successor of the nation House to . -i -/!- t- ! /-h Ai b conveyed to Lake Superior and Mississippi Railroad Company, the st. Paul and i)u- undivided half of the lands situated on the westerly side company. of Fifth Avenue west, and between the main line of the St. Paul and Duluth Railroad and Michigan Street, in Duluth, equal to the land, the undivided half whereof was conveyed by the Lake Superior and Mississippi 12 178 NORTHERN PACIFIC RAILROAD. 18l?9 ' Railroad Company to this Company, and is occupied by the Colonization House. Appropriation An appropriation not exceeding $3,000 in any one month to secure certi- " * > fled lists of lands was made to obtain certified lists from the Land Office of the United States of the lands acquired by the Company in Minnesota and Dakota, the entire expenditure being limited to $36,000. Goodwin k A proposition from Goodwin & Smith to surrender Smith s lease * , surrendered, their present lease of coal lands in Washington Territory was accepted, and a proposition from the same firm for a renewed lease was referred to the local Director and the General Superintendent on the Pacific coast. Grading to the The President was authorized to contract for the grad- Yellowstone an- thorized. ing of the residue of the Missouri Division from the end of the first 100 miles to the Little Missouri River, or to the Yellowstone, to be completed at the earliest practicable period, on the best terms, in his judgment, that he can make. Executive The President announced the Executive Committee as follows : Messrs. Harris, Livingston, Cheney, McCulloch and Potts. Freight rate November 19th. A resolution was adopted charging to material. the account of construction since the 30th of September last for the transportation over the Minnesota and Dakota Divisions of materials for use in the construction of the Missouri Division ten cents per car per mile, and direct- ing that that rate be charged for all such transportation hereafter, instead of the charge of one and one-half cents per ton per mile heretofore made. contract for The President reported that he had, October 16th, Yellowstone. c entered into an agreement with Walker, Bellows & Co. to do the grading and masonry for the Missouri Division from the end of the first 100 miles to the Yellowstone. The Board approved the President's action in this matter. Terminal facii- The President reported that the municipality of St. Paul had yesterday conveyed to this Company for freight purposes the ten acres of land mentioned in the fourth of the enumerated " terminal facilities" provided for in the agreement between this Company and the St. Paul, Min- neapolis and Manitoba Company. BOARD OF DIRECTORS. 179 1879. The resignation of General Rosser as Division Engineer Gen. Boner's of the Missouri Division was accepted, to take effect on the 30th November. The Treasurer reported that he had arranged with the Philadelphia , transfer agency. Guaranty and Safe Deposit Company of Philadelphia to act as the Transfer Agent of this Company. George Follett was authorized to sign certificates of Assistant Treas- urer for signing stock as Assistant Treasurer. stock certificates The President, from the Committee on Elevators, made 9 ont 1 ract . f i : grain elevator at a report to the effect that the interests of the Company Duiuth. required that a contract be made with responsible parties for erecting and maintaining an elevator at Duiuth of a capacity not less than one million bushels, and in time for the handling of the crop of 1880. . A resolution was adopted accepting this report, and instructing the Presi- dent to execute on behalf of the Company a contract for such an elevator, which contract shall provide that this Company shall have power to compel the elevator to be operated at reasonable and fixed charges, and that this Company shall have the privilege of purchasing it when desirable. To determine the matter in question as to the owner- Settlement as ship of common stock by William Windom and John don/ and" joim Gregory Smith, growing out of transactions between ownership of them, a resolution was adopted directing the Treasurer common8tock - to recognize William Windom and his assigns as the owners of seventeen-thirtieths of one of the original interests, and- John Gregory Smith as the owner of one and a quarter of said original interests, and to issue to them common stock on this basis. The By-laws were so amended as to abolish the Land LudCommit- Committee, and place the management of the Company's Land Grant in the hands of the President and the Vice- President. It was resolved that the agricultural lands of the Com- Price of lands pany west of the Missouri River to Puget Sound shall be sonri Division offered for sale to actual settlers at the Government price acre >e per of $2.50 cash per acre, with an addition of ten cents per acre to reimburse the Company for the cost of selecting, surveying and conveying said lands. This resolution does not apply to coal or iron lands, nor to lands chiefly 180 NORTHERN PACIFIC KATLKOAD. 1879. valuable for timber, nor to lands suitable for town or manufacturing sites, nor, in regions where water is scarce, to lands containing springs or other natural supply, where it shall be for the interests of settlers at large that such water privileges shall not be exclusively held by any indi- vidual, nor to lands required for the use of the Company in connection with the operation of the road. Material tor The President was authorized to make purchase of tools Aiusworth. and machinery for the Company's repair shop at Ains- worth, on the Columbia Eiver. rad! u iIraiKii C or- ^ ne President was directed to cause surveys to be made de-red. over ^he Cascade Range in Washington Territory, from the main line to Puget Sound, for the purpose of ascertain- ing the best route for the construction of the Company's branch railroad, and to put an engineering and surveying force in the field as early as practicable, so as to enable the location to be determined before the close of next season. Kigut to take The question of the right of the Company to cut timber public lands n public lands for use and construction of its road was outsidetkeLand * . Grant. considered, and the General Counsel reported that in his recent conferences with the Assistant Attorney-General for the Interior Department, the acting Land Commis- sioner and the Chief of the Railroad Division, they all agreed that the taking of timber by this Company or its contractors from the public lands outside the limits of the Grant, or not adjacent to the line, for the purpose of con- struction, would not be deemed a trespass, provided the timber be the next available for the purpose, and that in such case the Department is inclined to apply the word " adjacent," in the Act of Congress, to material and not to land, and to hold its meaning to be the most adjacent or nearest timber, special Com- A special committee of three, consisting of Messrs. with Oregon Potts, Harris and Billings, was appointed, to confer with Navigation com'- the Oregon Railway and Navigation Company with refer- ence to the construction and operation of a railroad on the Columbia River below the mouth of Snake River. Deeds of land Decembek 17th. The General Counsel submitted a deed from city of st. ^ Qm ^ city of St. Paul conveying the land for terminal EXECUTIVE COMMITTEE. 181 facilities, and another deed conveying to this Company a 18T9. lot of land in that city on condition that it be used for this Company's general business office. The President reported a contract with Roger S. Elevator at Munger and his associates, and Charles A. Graves and his associates, for the erection of a first-class grain elevator at Duluth. General Manager Sargent was instructed to purchase in Purchase of Duluth the lots designated on the map as 5, 6 and 7 onatDuiuth. Rice's Point, and to purchase or exchange for lot 8 also if he deems it advisable. A resolution was adopted establishing an Immigration Geo. Shamard t l-r-Ti -1,1 i ,-t i appointed Euro- Agency at Liverpool, England, to be under the charge ofpean immigra- George Sheppard, the cost to be limited to $10,000 per annum, exclusive of agent's salary, which shall be $5,000 per annum, said agency to be under the direction of the President and the Land Commissioner, who were also authorized to establish local agencies in the United States to induce immigration to the Company's lands. The President called attention to the unsatisfactory Relations with state of this Company's relations with the Western Union companies*? 11 ' Telegraph Company, and the General Counsel was directed to examine the relations existing between this Company and the North-western and Western Union Telegraph Companies, and report Ins conclusions to the President; and it was further ordered that if he report that there is no valid contract between this Company and said Tele- graph Companies, the President shall give notice to them not to erect any new line of telegraph on this Company's railroad. December 18th. The bond of the Treasurer was fixed Treasurer's bond at $50,000. EXECUTIVE COMMITTEE. 1880. January 12th, 1880. The President reported the Failure of ne- i p i i /~v -r-k -i -i gotiations witli failure of negotiations with the Oregon Railway and Oregon Railway Navigation Company in reference to joint building by the company. two companies of a line of railroad down the Columbia River under the Charter of the Northern Pacific Company. 182 NORTHERN PACIFIC RAILROAD, 1 I11' BOARD OF DIRECTORS. Proposed January 21st. A proposed modilication of the supple- modification of * - 1 agreement with mental agreement made by this Company with the Minne- MinnesotaNorth- t i t-> 1 -i orro l t era Railroad S ota Northern Railroad Company on July 2d, 1878, asked for by the President of the last named corporation, was submitted to the Board. It involved a change of route building direct to Perham from Fergus Falls instead of to Wadena. The whole matter was referred with power to a committee consisting of Messrs. Harris, Potts and the President. e.h. Biy'sof- A letter from E. H. Bly, offering to purchase a section fer to buy coal J * _ lands. of land containing a deposit ot coal, and proposing to supply this Company with coal at $2.25 a ton, was read, and the Land Commissioner was authorized to offer to sell Mr. Bly the section in question at the price of $20 per acre. Purchase of A resolution was adopted declaring that the recom- coai lands de- mended purchase by this Company of land in the Carbon dient inexpe " c oa i Fidel is at present inexpedient, old rails to be The President was authorized to furnish old rails to mines. lay the track upon about four miles of road from the Puyallup Branch to Carbon River Mines, conditioned upon securing a refusal of the right to buy the graded bed and right of way of said road at an ascertained and agreed cost, to be paid for by a moderate rebate on freight charges to and from the mines. Decision of The President submitted printed copies of the decision tarior oonoen- of the Secretary of the Interior on the status of the i?andSit! ny 8 Northern Pacific Railroad Company with respect to its Land Grant, x. Hoskins The Board recommended the President to employ T. mended foTl- Hoskins Depuy as Division Engineer for the Missouri ameer Missouri -,^.. . . Division. DlVlSlOll. Northern Pa- The President reported that the Company's express cific express. over ^ g lineg - m jyi mneS ota and Dakota was begun on the 1st of January. surrender of A resolution was adopted agreeing on behalf of the demnnfagalnst Company that it would indemnify, save and hold harmless suretyship. persons to whom preferred stock has heretofore been BOARD OF DIRECTORS. 183 issued on account of their suretyship by this Company, 1880 . on bonds to the United States, or other obligations, they to surrender the stock thus issued in trust for them, and the Treasurer to furnish them with a copy of this resolu- tion. February 18th. The Treasurer presented a report on Report on six the Company's old six per cent, stock. (Director* Record, Vol. III., pp. 141-142.) A call was made of ten per cent, on all subscriptions Ten per cent. . t-, , *all on Pent! under Circular No. 2, for construction of the Pend d'Oreiiie Division d'Oreille Division, to be paid on 1st April next. The Treasurer was authorized to open and keep an M ^at n n Bank account for this Company at the bank of the Manhattan company. Company in this city. The President was instructed to cause an engine house at Jamestown 186 to be built at Jamestown. The Treasurer was directed to issue to William Windom, Issme f *" ' mon stock to of Minnesota, certificates for the entire number of shares Wni - Wtatoa. of common stock to which he is now entitled in pursuance of the plan of reorganization, as the owner of two-thirds of one of the twenty-four oiiginal interests, less the one- tenth of one of said original interests assigned by him to J. Gregory Smith. The President was authorized to make a modification Modification of contract with of the contract of January 5th, 1878, with the Minnesota Minnesota North- era Railroad. Northern Railroad Company, or a new contract to carry out the intent of the former contract, with the proviso that there shall not be allowed to said Company a rebate or drawback of over twelve and one-half per cent., instead of the one-sixth mentioned in the former contract, and that said Company shall become obligated not to enter into any arrangement respecting the interchange of traffic with any transportation lines competing with the North- ern Pacific lines. The salary of W. K. Mendenhall. the Company's Land w.K.Memien- J ' f V hall's salary. Attorney in Washington, was fixed at $125 a month. James B. Power was appointed Agent to select lands J. b. Power inuring to this Company in the States of Wisconsin and agent's to select Minnesota and the Territories of Dakota and Montana, under the grants made by Congress to aid the construe- 184 NORTHERN PACIFIC RAILROAD. 1880 . tion of the Company's road. J. W. Sprague was appointed Agent for the same purpose in Oregon, and the Territories of Washington, Idaho and Wyoming. j/r.Dodgeap- The President reported that he had engaged J. T. tomake sm-veys Dodge to survey in the Yellowstone Valley at $400 a month. vailed The employment of Mr. Dodge at the salary stated was approved. project for Lake rpj President submitted a letter dated January 22d, Superior south oints. This action of the President was approved. Colonel Joseph D. Potts was appointed a committee of Co1 - Jos - , J>- x * x Pottn committee one to visit the Pacific coast to promote the interest of this to go to Pacific coast. Company in Oregon and Washington Territory, particu- larly with regard to the speedy completion of the Pend d'Oreille Division, and that part of the main line between Ainsworth and Wallula, now being constructed, and also the Columbia River Division, keeping in view the nego- tiations pending between this Company and the Oregon Railway and Navigation Company for the construction of the main line between Wallula and Portland. The President was authorized to employ George S. son to aid in 10- Morison to visit Bismarck, and, in conjunction with the Bridge. ls ' 186 NORTHERN PACIFIC RAILROAD. 1880. Chief Engineer, determine the location of a bridge across the Missouri River, and submit a plan and estimates of the same. More lots to The General Manager was instructed to purchase lots DuTutii. as m 8, 9, 10 and 11 on Rice's Point, Duluth, at a price not exceeding $1,800 in all. Assignment of Roger S. Munger and Charles H. Graves, the lessees of Lake Superior certain premises belonging to this Company in Duluth pany. for the purpose of erecting and operating a grain elevator and warehouse, with their associates, having become incor- porated by the corporate name of the Lake Superior Elevator Company, the Board adopted a resolution author- izing the assignment by them to said company of their lease from this Company, jas. f. Wilson The President stated that he had secured the services Washington. in of Hon. J. F. Wilson, of Iowa, as the Company's General Attorney in Washington, at a compensation of $7,500, he paying his own expenses. Remainder of The Treasurer was authorized to negotiate the balance Division bonds of the Pend d'Oreillc Division bonds at a price not less to be sold at 90. .. . , , *. . . than nmety and accrued interest, condition Mr. Wright, the President of the Tacoma Land Com- of Tacoma Land company. pany, submitted a report of its condition on February 1st, 1880, showing a cash balance in its treasury of $19,000, and $8,400 deferred payments on lots sold, and that the Company had no debt. New form of April 20th. A new form of transfer for the pro- prietary interests prietary interests, to be used hereafter, was recommended by the Treasurer and adopted by the Board. contract with A contract with the Western Union Telegraph Com- telegraph com- panies. pany, subject to the concurrence or the North-western Telegraph Company, was approved. Exchange of The President was authorized to execute an arrange- ami Audubon, ment with the Lake Superior and Puget Sound Company concerning lots in the Towns of Wadena and Audubon, which towns were laid out jointly by the Northern Pacific Company and the Lake Superior and Puget Sound Company. Lease of coal The Land Commissioner was authorized, subject to the lands in Dakota. approval of the President, to give permits to responsible BOARD OF DIRECTORS. 187 persons to mine coal on Company's lands in Dakota, for 1880. a term not exceeding ten years from 1st July, 1880, securing to this Company the payment of a royalty of five cents per ton of coal mined, and the privilege of pur- chasing the coal at a price not exceeding a specified price per gross ton of 2,240 pounds, delivered in bunkers con- venient for loading into cars, and on condition that no coal mined shall be given for transportation to any carrier except this Company ; and that each party to whom a permit shall be given shall mine a specified quantity in each year. Provided that no permit shall be given for over one section of land, and that the entire quantity of lands embraced in all such permits shall not exceed 10,000 acres; and provided that the Land Com- missioner shall reserve such tracts of coal land as in his judgment and that of the General Manager may be desirable for the interests of the Company to retain. The Executive Committee was empowered to appoint, Auditor for the x x A Pacific coast. on the recommendation of the Treasurer, a person to the position of Auditor on the Pacific coast at a salary not to exceed $3,000 per annum ; he to furnish a bond for $20,000. The matter of the erection of a building for Company's Committee on offices at St. Paul, and buying additional land for the ftwd. same, was referred to a special committee consisting of Messrs. Mitchell, Dilworth and the General Manager. The President made a report on the condition, at Beport on legislation at Washington, of the House bill to extend the time to Washington. build the Northern Pacific Railroad, and the hostile movement to deprive the Company of all its unearned land grant and to cover it back into the public domain. The President stated that at an interview recently had nJ*;^" 1, ^ n n d ' with Mr. Stephen, of the St. Paul, Minneapolis and Mani- Manitoba Oom- L c pany to build toba Railroad Company, the latter had notified him that north from " Breckenridge. it was the purpose of that Company to build from Brecken- ridge across our line up to the British boundary, and that it desired to acquire this Company's Casselton Branch. A committee of two was appointed, consisting of Mr. committee on Cheney and the President, to be associated with General Dakota project, Stark on behalf of the Western Railroad Company of 188 NORTHERN PACIFIC RAILROAD. 1880 . Minnesota, to consider the scheme presented to this Board by Colonel Crooks, for the building- of the Little Falls and Dakota Railroad. (as^tonB ranch ^ AY ^ )TI1, ^ committee consisting of Messrs. Harris, Wright and Smith were appointed, to confer with the President, or such committee as may be appointed for the purpose by the St. Paul, Minneapolis and Manitoba Rail- road Company, and with power, on the part of this Com- pany, to make a contract for the admission of that com- pany to a joint use of the Casselton Branch, and for inter- change of traffic carried by way of said branch, and respecting running connections and such matters as are germane thereto; provided that nothing shall be done to impair this Company's ownership in said branch, or any part thereof, now constructed or in process of construction, or that may hereafter be constructed. Land lor A resolution was adopted giving J. C. Ainsworth the I.C. Ainsworth's i , i u e i t smelting works, preference right to purchase a certain section or land in Oregon when it shall come into the market, and in the meantime to go upon said land and erect smelting works for working iron ore. contract for The Board declared that it was not expedient to rails Branch, purchase an interest in the Knife Falls Railroad, con- structed by the St. Paul and Duluth Railroad Company in Minnesota, and authorized the President to make such contract for the use of said road as is named in the proposition of Mr. Hsley, the President of the St. Paul and Duluth Railroad Company. Price of Pond The resolution fixing the minimum price for the balance d'Oreille Division . bonds. of the Pend d'Oreille Division loan, passed at the meeting in March, was rescinded, and the price left in the power of the Finance Committee. Treasurer The Treasurer was authorized to borrow money in borrow money, anticipation of the payment of the outstanding balance of the Missouri and Pend d'Oreille Division bond subscrip- tions. Sale of pre- The Treasurer was authorized to sell not exceeding i6ri*c structing and operating said branch from its terminus on the main line of this Company's railroad at Casselton north- wardly to a suitable point on the north side of Goose River, in the Territory of Dakota; the name of said corporation to be the " Casselton Branch Railroad Company, " the number of its Directors to be seven, and its capital stock to be $600,000, in shares of $100 each, the whole amount of capital stock, excepting six shares, to be subscribed for by the President of this Company, and the said six shares by six other persons to be designated by him, they to hold said stock in trust for this Company and subject to its control. Certificates for said stock shall be issued under such restrictions as the by-laws of said corporation may provide, to the President and the other persons specified as Trustees, who shall execute and deliver to the Treasurer of this Company with said certificates a declaration that he holds the same in trust. And all payments that shall be required on said stock shall be made by this Company. The General Counsel is hereby instructed, under the direction of the President, to cause the necessary pro- ceedings to be taken for the valid formation of said cor- poration, and when the same shall be duly organized the said corporation shall be required to execute and issue to Trustees its bonds, secured by a first mortgage on its rail- road property and franchises, to an amount sufficient to provide the necessary means for the payment to this Com- pany of the amount expended by it in the construction of said branch, with interest, and for the completion of the construction thereof. Provision shall be made in said mortgage for an adequate sinking fund. Lease of Cas- It was further resolved that this Company will take a Helton Branch. , ,-, .-,, i-i -i j j lease of the said branch railroad for a period and upon a rental to be hereafter agreed on. jos.H.Hougii- Joseph H. Houghton was appointed Land Agent for lor v&S&c ^oast^he Pacific coast, with power to contract for sales of the Company's lands at prices approved by the Board, and to execute on the part of the Company contracts for such sales, and perform all other acts appertaining to such agency, under the general supervision of the officer in charge of the Western Land Department. EXECUTIVE COMMITTEE. 191 1880. A resolution was adopted declaring - that while this Fifty-year con- Couipany is disposed to facilitate the construction of the g ct ^j^esotii Northern Minnesota Eoad, the Board does not think it Railroaddeclined advisable to enter into a contract for the proposed period of fifty years. The Treasurer was authorized to provide for the re- ? Uns f r S* L relief of the quirements of his office in either of the following ways, as treasur y- in his discretion or that of the President may seem best : 1st. Selling Pend d'Oreille Division bonds at par, with a bonus of fifty per cent, in preferred stock ; 2d. Selling preferred stock ; 3d. Borrowing money. -: o: EXECUTIVE COMMITTEE July 17th. The General Counsel submitted copies of change in in- two executive orders, made by the President of the United ti that Mr. Stephen's Company purposed to construct one or more railroads west of the Red River in Dakota, and contiguous to the line of the Northern Pacific Railroad ; that the Northern Pacific Railroad has been careful to observe all the provisions of the contract between the two companies on its part, and it has a right to expect a like regard by the Manitoba Railway Company for its agreements ; and further, on behalf of the Northern Pacific Company protesting against the Manitoba Com- pany constructing any railroad in territory, or taking or doing business assigned by the contract to the Northern Pacific Railroad Company, and in a friendly spirit, and for the purpose of warning the Manitoba Company against the injurious consequences to both likely to arise from encroachment on the covenanted rights of the Northern Pacific Company, requesting that such action, if really contemplated, be not taken. To this letter a telegraphic reply was received giving assurance that the Manitoba Company are doing nothing BOARD OF DIRECTORS. 195 and contemplate nothing contrary to the agreement, and 1880 . that they are not compelled to do, to prevent others stepping in and taking away the business of the Eed River Valley, which they claim as theirs. The President reported that he had instructed General the Su, ^ y Ies fro "o Sprague to locate, survey and prepare profiles and esti- Wallllla - mates of the line from the Dalles to Wallula ; also to have the lands pertaining to the Company's grant between those points examined by experts in a general way and reported on. A preamble and resolution were adopted declaring that Return of pre- iii i t o-1-.r-M i i ferred stock is- lt has been the policy of this Company that the expenses sued for expen- of defending the lands of the Company from adverse Department, claimants, and also of marketing and selling lands, should be charged to the Land Department, to be paid out of the proceeds of the sale of lands, and directing the Treas- urer to return to the treasury from the stock received from the sale of lands so much as has been expended from time to time for expenses properly chargeable to the Laud Department. September 15th. The Board authorized the President Snake River to telegraph General Sprague to contract for the construc- tion of a transfer boat for use at the Snake River crossing, as recommended in his letter of September 1st. The President was authorized to sell to the Oregon sale of ten t r* H1-I-I-- i- /-< townships to Improvement Company all the lands inuring to this Com- Oregon improve pany under the grant made by Congress, lying in the fol- lowing ten townships in Washington Territory, namely: Townships 10 and 17, Ranges 40, 41 and 42; Township 17, Range 43; Townships 18 and 19, Range 44, and Town- ship 19, Range 45; all at the price of $2.60 per acre; also to execute a deed of said lands on the purchase price being paid in full, either in cash or the bonds of this Company issued for the construction of the Pend d'Oreille Division, with accrued interest. . George Sheppard, European Emigration Agent, was $2,000 grant , , , ,-,+, forEuropeanEm authorized to expend on account of this Company an igration Agent. amount not exceeding $2,000 in printing pamphlets, maps and documents. 196 NORTHERN PACIFIC RAILROAD. 1880. Special com- A resolution was adopted appointing Messrs. McCul- "iai plans. loch, Cheney and Livingston a committee, in conjunction with the President, to consider and report to the Board a plan to procure the amount of money necessary to com- plete the Company's road, and the form of securities to be given, cewi'inlagai'nst Tlie General Counsel reported verbally the violation by the st. Paul the St. Paul, Minneapolis and Manitoba Railway Company Minneapohsand - 1 * * Manitoba Kail- of its agreement with this Company, in that it was con- way Company. . . A structing a portion of its railroad into territory conceded and reserved by said agreement to this Company, and preparing to run its road across this Company's track without license or right to do so; and that when he was recently in Minnesota he had felt it to be his duty to in- stitute injunction proceedings to restrain the St. Paul, Minneapolis and Manitoba Railway Conroany. He also reported the preparations of that Company to bridge the Red River without authority, and in violation of law, State and Federal. conference on September 16th. A conference representing the various Lake Superior .. , . _ . ' , . . south slime line railroad and local interests on the south shore of Lake Superior was held in the Board room, and a committee of five was appointed, consisting of Mr. Cheney, on behalf of the Northern Pacific Railroad Company ; Mr. Stackpole, on behalf of the Marquette, Houghton and Ontonagon Company; Mr. Colby, on behalf of the Wisconsin Central Railway Company; Mr. Banning, on behalf of the Mon- treal River and Ontonagon Railway Company, and Mr. McMillan, on behalf of Detroit, Mackinaw and Marquette Railway Company, to consider a plan to build a line of railroad from Thomson Junction to Montreal River, and thence by construction and connection to the Sault St. Marie and the Straits of Mackinaw, indicating the line of route, and also to consider and determine on some finan- cial scheme to carry the plan into effect. Purchase of September 28th. The President was authorized to pur- on Rices Point, chase all the lots on Rice's Point necessary for the business of the road on the best terms he could make. BOARD OF DIRECTORS. 197 1880. The President stated that the parties representing the superior City's original twenty-seven proprietary interests in Superior City had offered as an inducement to this Company to give Superior City connection with Thomson Junction, one- third of the original proprietary interests, and as much water front on Conner's Point as we may ask for. A resolution was adopted declaring it to be the sense , .V" llstr ". cti "" F o of \\ 1SCOH8JI1 Dl- of this Board that the work of constructing the Wisconsin visiou *** Division of the Company's railroad should be commenced at the earliest practicable moment, and authorizing the President to caus3 the work of clearing the line to be commenced, so as to have the advantage of the coming Avinter saason for that work. A committee, consisting of Messrs. Harris, Livingston v . ( ' ( > uimitte ,V m Northern Mm- and the President, was appointed, to confer with the 110SOta 14ailruatl parties controlling the projected Northern Minnesota Rail- road, on a plan to promote that enterprise in connection with this Company's road. The President reported the sale of fourteen townships. Sal ot f F" x r teen townships of the Companv's land in Eastern Washington Territory to Oregon im- * * <> provenient Co. to the Oregon Improvement Company for $2.60 per acre. H. M. McCartney, Acting Chief Engineer on the Pacific Definite loca- , , , n . . . tion of UVi miles coast, having forwarded a map of the definite location ofofrendd'Oreille the Company's main lina from a point near Wallula, in the Territory of Washington, to a point near Spokane Falls, a distance of 162 miles, the said map of location was approved, and the line definitely fixed as shown thereon, and the President was directed to certify the same and cause it to be filed with the Commissioners of the General Land Office. September 29th. The By-laws were so amended as to B ^ lawsainen ' led require the election of Directors to be opened at twelve o'clock, noon, or as near thereto as may be reasonably practicable, and be kept open, under the direction and supervision of the inspectors appointed for that purpose, one hour or longer if said inspectors shall deem it ex- pedient, but not longer than two hours. At the annual meeting of the stockholders of the Northern Pacific Railroad Company held at the Company's 198 NORTH ETC 1ST PACIFIC RAILROAD. I88 - offices in New York this day, the following - persons were elected Directors for the ensuing - year : New Board of Fbederick Billings, Vermont. Directors. Charles B. Wright, Philadelphia. Benjamin P. Cheney, Boston. Johnston Livingston, New York. Joseph Dilworth, Pittsburgh. Joseph D. Potts, Philadelphia. Alexander Mitchell, Milwaukee. Hugh McCulloch, New York. Ashbel H. Barney, New York. William R. Garrison, New York. Henry E. Johnston, Baltimore. Robert Harris, New York. James B. Williams, New York. The new Board subsequently met and elected the following officers : Election of of- President, Fbederick Billings. (Leers. Secret or ij, Samuel Wilkeson. Treasurer, Robert Lenox Belknap. General Compel, George Gray. The election of Vice-President was deferred to a subse- quent meeting of the Board. RevisionofBy- General Counsel Gray and Mr. Williams were directed to revise the By-laws and report to the next meeting. Sale to Henry October 21st. The President submitted a partially acres. ' executed contract between this Company and Henry Villard, Trustee, for the sale to him of 149.011 acres of land on the terms and for the purposes before set forth in these records. (Director* Record, Vol. III., pp. 229- 231.) Final location A map of the definite location of the Company's main muri River to hne from the Little Missouri River to the YelloAvstone at Giendive creek. the mouth of Glendive Creek, was approved. The Presi- dent was requested to cause it to be filed in the office of the Commissioner of the General Land Office at Wash- ington. BOARD OF DIRECTORS. , 199 1880. The President stated that he had caused a reconnois- construction if sauce to be made of the country from Fargo south- wtterif toSrfi "westerly to the James River, in Dakota Territory, for the " ltk ' ml - purpose of ascertaining the most feasible and advanta- geous route for the location of a branch railroad. The ' Board approved his action, and directed that the line be surveyed, located and constructed of the same gauge as (hat of the main line from Fargo southwesterly, at least as far as the James River, the said railroad to be con- structed as a branch of the main line, and on the same plan and means adopted for the construction of the Cas- selton Branch. - A revision of the By-laws was reported by the com- Revised By-thwa mittee appointed for that purpose, and approved by the Board. {Dim-tors Record, Vol. Ill, pp. 232-235.) The President announced the appointment of the fol- Executive i to i- ^ .< t.*- ' . - Committee. lowing Executive Committee: Messrs. Harris, Cheney, Potts, Livingston, Garrison. A committee consisting of Messrs. Cheney, Wright, Committee on . -I/-N i ' % i% . ' % nnaticial scheme Johnston, Barney and Garrison and the President was tor finishing the appointed, to devise and present a financial scheme to provide the necessary means to finish the road. The President submitted a report and estimate from Estimate. lost , x of C o 1 vi in 1) i a General Sprague, giving the probable cost of grading, Biver line, bridges and ties of 124 miles of the proposed road on the north side of the Columbia at $10,500 a mile. Also a report from R. F. Ridebaugh on the value of the lands to be earned by the construction of the above mentioned line. November 11th. Mr. Austin Corbin having proposed to contract for this Company that if the arrangement heretofore conteni- Wadena through plated in regard to the Minnesota Northern Railroad shall Breckenridge. be renewed for" a period of forty years, and applied to a railroad from Wadena through Fergus Falls to Brecken- ridge, and thence south- westwardly, he will at once take the enterprise in hand, and enter into a contract with this Company in regard to the said proposed road and its operation on the following basis: The proposed road to have sixteen and two-thirds per cent, of this Company's pro- portion of the joint earnings, and fifty shares of the capital 200 NORTHERN PACIFIC RAILROAD. 1880. stock of the Minnesota Northern Railroad Company shall be placed in the hands of Robert Harris, as Trustee for both parties, and one-half of the entire remainder of all said stock shall ba owned by each party. The Board adopted a resolution that this Company will enter into a contract with the Minnesota Northern Rail- road Company, covering the above proposition of Mr. Corbin, together with such others as may be necessary to give it effect ; the provision for the allowance of sixteen and two-thirds per cent, to continue forty years. Quantity of The President reported that the quantity of land in land sold to L -, m Henry vniard. Washington Territory sold to Henry Villard, Trustee, as verified by examination, was 148,890^^ acres. work on wis- The Chief Engineer was directed to make a working ordered. location of the line of Company's road from Thomson Junction, in Carlton County, Minnesota, to the Montreal River, and as soon as the line is located to have the work of clearing and grubbing and getting out ties commenced. Financial Mr. Cheney, Chairman of the special committee on scheme to com- ^ , . piete the road, devising a plan to provide means lor completing the Company's road, stated the conclusions that the com- mittee had reached down to the time when Mr. Villard, the President of the Oregon Railway and Navigation Company, came before the committee on his own request, and proposed to supply the needed money on terms and conditions which he set forth at length. The Board thereupon adopted the following points of the committee's scheme to provide means to finish the road by selling bonds secured by a first mortgage. 1. The issue of bonds to be at the rate of $25,000 per mile on the whole road, completed and to be completed. 2. The bonds to bear six per cent, interest, and to be payable, principal and interest, in gold ; the principal in forty years from date, and interest semi-annually. 3. An amount of these bonds equal to the issue of the Missouri Division and Pend d'Oreille Division bonds to be deposited with some Trust Company, and the holders of the Missouri Division and Pend d'Oreille Division bonds to have the privilege of exchanging them for the new HOAKD OF DIRECTORS. 201 bonds for a limited time after the expiration of five 1880 , years and as much less time as shall be found advisable after consultation with capitalists. 4. A sinking - fund to be provided which shall be accumulative and commence five years after the date of the issue of bonds. The payments into the- sinking fund shall be made in the new bonds at the best rates attain- able, not to exceed 110. 5. The new general mortgage to cover the road com- pleted and to be completed, the lands earned and to be earned, and all the property of the Company except the lands east of the Missouri River in Dakota and Minnesota. November 18th. The President reported the result of rinancui his negotiations with the representatives of certain cate or bankers. capitalists to place a loan of $25,000 per mile on the whole length of the road, secured by a first mortgage, on all the property and franchises of the Company, except the lands east of the Missouri River. The negotiations, he stated, were with the banking houses of Drexel & Co., Drexel, Morgan & Co. and Winslow, Lanier & Co., who had in- timated that Belmont & Co. would be associated with them, and that some foreign houses would be invited to become members of the syndicate. The President further stated that the negotiations had reached that stage of development which led him to feel that an arrangement could be made with these capitalists on the following basis: A forty-year, six per cent, gold bond to be issued on the road as con- structed, at the rate of $25,000 per mile, covering the property of the Company, except the lands as above stated; $10,000,000 of these bonds to be taken by the syndicate at ninety per cent, cash, the amount to be paid over to the Company, at any rate, as fast as it requires the money, and earlier, if the capitalists shall elect, during 1881. The capitalists to have the option of $10,000,000 of bonds, or so many as can be issued by the Company under its plan of reorganization, which they shall be at liberty to take during 1881 at 9'2}4 and accumulated interest; also the option of $10,000,000 more at the same 202 NORTHERN PACIFIC RAILROAD. 1880. p r i C e in 1882, and $10,000;QO more at the same price in L883, with the right to exercise the option of 1883 in 1882. A bonus of five per cent, in preferred stock to be paid to the syndicate as the proceeds of the bonds are credited to the Company. The Company to receive three per cent, interest on any balance it may allow to remain in the bunkers' hands. The bankers to have representa- tion in the Board by two Directors. President an- A resolution was ado2)ted authorizing the President to thorized to place . . , ,1 . ,, n ., First Mortgage enter into a contract m the name ot the Company with a first-class financial house or houses, for the negotiation or placing of the Company's First Mortgage Bonds, or so many thereof as he may deem advisable, and on the best terms he can obtain. Objection to December 16th. The President submitted to the Board third fifty miles the report of the Commissioners appointed by the Govern- vision. ment to examine the third fifty miles of the Missouri Division, and their objection to the use in it of rails taken up from a portion of the Eastern Division when that was relaid with steel ; also a letter from the Secretary of the Interior referring to this, and suspending the acceptance of the fifty miles ; also the President's correspondence with the Department on the subject ; also a letter from the Secretary of the Interior, dated December 14th, con- senting to accept the fifty miles if this Company would stipulate not to apply for patents for the land earned by its construction until the alleged defect was remedied, and enclosing the form of a stipulation for the Company to execute. A resolution was adopted authorizing the President and Secretary to execute the stipulation for- warded from the Department of the Interior in the letter above referred to. Settlement of A resolution was adopted approving the settlement suit. made by the General Counsel with Austin Charles for $8,000 on account of damages received by him in an accident on the Western Railroad of Minnesota, and directing that this Company pay him one-half thereof, and of the costs and expenses of the suit, the Western Railroad Company paying the other half. BOARD OF DIRECTORS. 203 1880. The President stated that at a meeting of the Western increase of Railroad Company of Minnesota, held yesterday, the wffi^,"* 00 ^? Board, on the recommendation of the Executive Commit- J^toSSJte^ tee, increased the stock from $L00,100 to $800,800, and declared a dividend of four per cent, on that increased capital stock for the year ending April 30th, 188'). The President stated that the matters in dispute Doaff*Co.' - 1 claim settled "between the Western Railroad Company and De Graff & Co., involving litigation concerning about 00,000 acres of land and a cash claim against the Company for some 84,000 or $5,000, had been settled on the basis of paying De Graff & Co. $125,000, the lands, 50,000 acres of which De Graff & Co. had already got title to, and 30,000 to 10,000 acres more, which they were to get, to be turned over by them to the Company ; from the $125,000 to be paid to them to be deducted the amount of cash they have received, and are to receive in deferred payments for land. To provide means for this settlement, the issue of $125,000 of the bonds of the Western Railroad Com- pany had been authorized by its Board. A resolution was adopted ordering that the construe- Arrangement tion of the bridge over the Missouri River at Bismarck be Morison for immediately proceeded with, and that Mr. Morison be construction of appointee! Engineer and Superintendent of the work on ' imarc " l ge the terms proposed in his letter, namely " to charge a round sum of $8,000 for the entire work, his traveling expenses to be paid by the Railroad Company;" also that this Company prefers the completion of the bridge in the month of July, 1882, rather than iu November of that year, though the extra cost may be, as stated by Mr. Mori- son, $25,000. A preamble and resolutions were adopted, setting forth Acceptance of ,, , , . . . t , . -a land in Superior that certain persons interested m property m Superior City, Wisconsin, had severally made an agreement and proposition dated September 17th, 1880, promising to convey to Horace S. Walbrielge, of Toledo, Ohio, James Bardon, of Superior, Wisconsin, and James B. Power, of Kt. Paul, Minnesota, as Trustees, for the sole use and benefit of the Northern Pacific Railroad Company, their title to one-third part of all lands owned by them in Supe- 204 NORTHERN PACIFIC KAILKOAD. 1880- rior City, containing about 5,101) acres, un condition that the Northern Pacifie Company shall construct, before De- cember 31st, 1881, a line of railroad from Thomson Junc- tion to the City of Superior, and accepting the said agree- ment on the part of the Northern Pacific Railroad Com- pany. Proposition A preamble and resolutions wer<3 adopted accepting a county. Wteoon- proposition of the Board of Supervisors of Douglas County, sin, accepts. w iscons } n) offering to transfer to this Company all the alienable lauds belonging to the County of Douglas, to which the said county has held indisputable title during the two years preceding the 7th September, 1880, upon con- dition that this Company constructs within the year 1881 a railroad from the Northern Pacific Junction, running between the St. Louis and Nemadji Rivers, to the Bay of Superior, near the mouth of the Nemadji, and thence to Conner's Point, along the westerly side of said bay, with depot, and connection with docks and piers, suitable for the transfer of passengers and freight from cars to vessels. Also offering as an additional inducement to the construc- tion of said line of ro id that said county will join in con- veyance to this Company by all persons interested in the said County of Douglas of whatever lands they may con- tribute in aid of such road, so that such contribution may be made without lien and free of all county encumbrance, and that said county will co-operate in the most liberal manner consistent with the law with all persons desirous of aiding the enterprise; and that in case the said rail- road shall cross the Nemadji River upon any county high- way at or near its mouth, at a point that will afford to this Company the best and most profitable route for its busi- ness, and best develop the said County of Douglas, the said county will unite with this Company in constructing a bridge to accommodate both the railroad and the common road traffic, and assume a part of the cost of construction. Contract with ^lie contract with the Oregon Railway and Navigation Oregon Railway Company, dated October 20th, 1880, ratified and confirmed ana Navigation J ' company. by the Directors of the latter- Company, was ratified and. confirmed by this Board. (Directors' Record, Vol. Ill, pp. 277-283.) BOARD OF DIRECTORS. 205 1880. The President staled that the agreement with the Agreement syndicate of bankers had been executed, and the form of^^S^S" * 1 " the first mortgage matured, and submitted correspondence concerning the same. (Director* Record, Vol. III., ppT 258-203 and 283-284. ) A resolution was adopted that this Company shall make m f]L 'e defined and deliver its bonds to the amount of not exceeding $25,000 per mile of the whole length of the Company's main line and branch railroad, to be made payable in gold coin at the end of forty years from that date, with interest payable semi-annually in like coin, at six per cent, per annum, at the office or agency of the Company in New York, free from taxes required to be deducted by the Company from the interest, and that the payment of said bonds shall be secured by a mortgage to the Central Trust Company of New York as Trustees, and shall be a first mortgage and paramount lien upon the entire main line and branch completed and to be completed; and upon all the lands granted by Congress to aid in the construc- tion and equipment of the road, subject to the provisions of the plan of reorganization; and upon all tre property and rights of property of the Company now held or hereafter acquired for use in connection with the Company's line of railroad ; and upon all the franchises of the Company, including the franchise to be a corporation. That said bonds shall be respectively receivable at all times the same as money in payment for lands, at a rate equal to the par of the principal and accrued interest, with ten per cent, added to the principal; that they shall be issued in denominations of $1,000 of coupon bonds and of $5,000 of registered bonds, and shall be executed under the cor- porate seal of the Company, and signed and sealed by the President and Secretary, and shall be certified by the Trustee named in the mortgage as conclusive and the only proof that they are secured by the mortgage, and when issued, exchanged or transferred, they shall be signed or countersigned by the Register of the Company. A sink- ing fund shall be provided, to commence five years after the date of the bonds, according to the plan of reorgani- zation, at a rate not exceeding 110 percent., and provision 206 NORTHERN PACIFIC RAILROAD. 188Q . shall be made for the convertibility of coupon bonds into registered bonds, and also for the registration of coupon bonds. Fornioimort- A form of mortgage was submitted by the General gage adopted. . Counsel, with a letter of approval from J. C. Bullitt, Esq., of Philadelphia, counsel for Drexel, Morgan & Co., Wins- low, Lanier & Co., and August Belmont & Co. The Board approved the form of mortgage and ordered it to be executed. (Director* Record, Vol. Ill, pp. 267-277. ) James b. wu- A resolution was adopted creating an office to b;> desig- Assistant to the nated the office of " Assistant to the President," to be filled by appointment of the President, The duties of the Assistant to be, to give attention to (he business and corre- spondence of the Executive Department, the execution of contracts, the auditing of all claims and accounts required to be passed on by the President, the countersigning of checks and drafts, approving of acquisitions, and the per- formance of all services that may from time to time be required by the President. The President presented the resignation of James- B. Williams as a Director, and announced that he had appointed him to the office of Assistant to the President under the resolution just passed. John w. Eiiis John W. Ellis, of New York City, was elected a Director, Williams. in place of James B. Williams, resigned. Finance Com- The President announced the appointment of Messrs. ' ipp "" 1 "' Barney, Ellis, Wright, Johnston and Garrison as the Finance Committee. Salaries above The fixing of the salaries of all officers and employees of the Company above $1,000 was referred with full power to the Finance Committee. Resignation of The President communicated his instructions to General boH^requested Manager Sargent to ask, for reasons stated in each case, the resignations of Mr. Towne, the Superintendent, and Mr. Sanborne, Freight and Passenger Agent, to take effect on the 31st December. 1881. January 20th, 1881. The resignation of Alexander John c. Buiutt Mitchell was accepted, and John C. Bullitt, of Phila- Mitcheii.' delphia, was elected a Director in his place. BOARD OF DIRECTORS. 207 1881. A resolution was adopted directing that fifty- four miles Fifty-four of the branch from Fargo down to the second crossing of andfsouth^we^ the Sheyenne be graded during the year 1881. '% ach * ** A resolution was adopted directing that the Casselton casseiton t>ii i' i iii lii Branch to be ex- Urancli be extended in a northerly or northwesterly tended fifty miles direction, as the Engineer in Chief shall determine, at least fifty miles from its present terminus at Goose River. A resolution was adopted directing that surveys for the surveys for the Jamestown Jamestown Branch be continued to completion during the Branch. year 1881. The President spoke on the subject of the Lake Policy of ac- x " quiring Detroit, Superior south shore connection, and presented the Mackinaw and 1 Marquette Road policy of acquiring control of the Detroit, Mackinaw and Marquette Road. A contract with Heman Clark and John B. Westbrook, contract with II . Clark k Co. partners under the name of H. Clark t west of Lake pany s lands made a report recommending the price of $5 Pend d'oreiiie per acre for the lands west of Lake Pend d'Oreille, $5 per Missouri. acre for the lands east of the Missouri River, and $4 per acre for the lands intermediate. The Board voted to fix the prices of $5 per acre for the lands west of Lake Pend d'Oreille and $5 for those east of the Missouri River, and to leave the price for the lands intermediate undetermined and for further consid- eration. The special committee on the management of the Land charges against ._ . . Land Commis- Department' reported that the investigation made sionerj. b. Power by the Company's Auditor, R. M. Newport, under instructions given to him by the committee, furnished evidence of malversation to sustain the charges in a pre- sentation made by the committee of James B. Power, Land Commissioner. (The charges will be found in Directors' Record, Vol. III., pp. 305-306.) The committee reported that Mr. Power had attended j. b. Power .. ... , . n -, , , ., , dismissed from some ot the committee meetings, had heard the charges, office. and had full opportunity to disprove them if untrue, but had not done so. The Board adopted a resolution dis- missing James B. Power from his position as Land Com- missioner for the Eastern Division, the dismissal to take effect immediately. Also a resolution instructing the Legal proceed- General Counsel to take steps to obtain from James B. * T n ^ Po ^er and Power and Charles F. Kindred such legal redress and c R Kindred - compensation as the Company is entitled to have in respect of the matters stated in the report of the special com- mittee on lands and the management of the Land Depart- ment. R. M. Newport, of St. Paul, Minnesota, was elected b. M.Newport elected General General Agent of the Eastern Division of the Land Depart- Land Agent. ment, with a salary of $4,O0J3 per annum. Robert Harris was elected Vice-President of the Bobert Harris Northern Pacific Railroad Company. President. 212 NORTHERN PACIFIC RAILROAD. 1881. Relinquish- The President was authorized to execute the necessary i"n!is in Oregon papers to relinquish in favor of settlers certain lands in Oregon, at the request of M. C. George, Congressman elect. March 17th. The President submitted a letter from General Sprague on the subject of the price of the Com- pany's land west of Lake Pend d'Oreille and favoring adherence to the recent price of $2.60 per acre. The fol- lowing resolution was adopted : Resolved, that the resolution adopted by the Board at its meeting held on the 19th day of November, 1879, be and the same is hereby amended so as to read as follows: Resolved, that the agricultural lands of the Company west of Lake Pend d'Oreille may be offered for sale, until otherwise ordered by the Board, to actual settlers at the Price of the price of $2. GO an acre, when the entire purchase money Company's lands ....,. . west of Lake shall be paid in money at the time of the sale: Provided, $2.60 to actual that not more than 820 acres, or one half section, be sold acres 1S of W each under authority of this resolution to any one purchaser; cuitiYted. e and provided and upon condition that such purchaser shall put at least twenty acres of the said lands purchased by him under cultivation within two years from the date of his contract of purchase. And no deed of said land shall be made or given to the purchaser until and unless the said condition shall be complied with within the time above specified. This resolution does not apply to coal or iron lands ; nor to lands required for town sites; nor to lands chiefly valuable for timber; nor to lands suitable for manufac- turing sites; nor, in regions where water is scarce, to lands containing springs or other natural supply of water, where it shall be for the, interests of settlers at large that such water privileges shall not be exclusively held or con- trolled by any individuals; nor to lands required for the use of the Company in connection with the operation of its road. Purchase of The purchase of certain premises in Brainerd desig- nated in the letter of the Engineer in Chief of March 12th, 1881, was authorized to be made by the President. BOARD OF DIRECTORS. 213 The committee on the Minnesota Northern Railroad 1881 . reported in substance as follows : That the Minnesota Northern Road is to be built from Report of Com- -.t i i- i mittee on Min- a point on the Northern Pacific at or near Wadena, south- neaota Northern west through Fergus Falls to the Minnosota boundary lino, with a proposed extension towards the Black Hills; and from Fergus Falls northward via Pelican Rapids to a junction with the Northern Pacific. The articles of incor- poration also embrace a line running southward through Polk and Douglas Counties, and northward to the bound- ary line. There is a grant of swamp lands from the State of Min- nesota, estimated as about 100,000 acres. Ottertail County has voted in aid of the road $200,000 six per cent, county bonds, $150,000 of the bonds conditioned on the con- struction of the road to Fergus Falls, about fifty miles, by the 1st of March next, and to Pelican Rapids, about twenty-two miles more, by the 1st of June thereafter; the remaining $50,000 conditioned on the road being extended from Fergus Falls to the State line within two years. The land grant is conditioned on the construction of the road from Wadena to Fergus Falls by 1st March, 1882. From Wadena to Fergus Falls and up to Pelican Rapids, and from Fergus Falls to State boundary line, is about 100 miles. The Company has voted to issue bonds at the rate of $15,000 per mile, say $1,500,000, to construct the 100 miles the bonds to bear four per cent, for five years and six per cent, thereafter, interest to commence running from January 1st, 1882. The stock of the Company is owned by Mr. Austin Purchase of Corbin and Major B. S. Henning^, They offered to take capital of the the $1,500,000 of bonds for $1,000,000 cash, to be paid in e m Railroad Co. as called for, and to sell the stock of the Company to the Northern Pacific for 5,000 shares of Northern Pacific pre- ferred stock. The Minnesota Northern Company (whose name it is Name to be proposed to change to the Northern Pacific, Fergus Falls Northern Pacific, and Black Hills Railroad Company) has a traffic contract by an d Black mils Railroad. 214 NORTHERN PACIFIC RAILROAD. 1881 * which it' is to receive from the Northern Pacific for busi- ness it gives to and takes from the Northern Pacific Company sixteen and two-thirds per cent, or one-sixth. The committee reported that it would be a wise pur- chase for the Northern Pacific to pay 5,000 shares of pre- ferred stock for ownership of the corporation, and agreed to give it for the entire share capital of the Minnesota Northern Company, which is to be at the rate of $25,000 per mile. issue at 5,000 This report was accepted, and the action of the coni- ferrecf stock. pre nrittee approved and confirmed, and the Treasurer was instructed to issue the 5,000 shares of preferred stock for the purpose and in the manner set forth in the report. Railroad con- Benjamin P. Cheney was authorized on behalf of this nections between . , Montreal River Company to enter into negotiations and take such steps as Marie. may be expedient for the securing of railroad connections between this Company's main line at the Montreal River and the Sault St. Marie, and like connections at the Sault with the railroads of the Dominion of Canada, or some of them. The following preamble and resolution were adopted : New deed of Whereas, there was executed, but not delivered, a deed land sold to Henry viiiard. of conveyance of certain lands in Washington Territory made by this Company to Henry Villard, Tnjstee, and bearing date the 20th day of November, 1880. And whereas, after the execution of said deed it was discovered that certain errors of description of some of the lands intended to be conveyed occurred in said deed. ' And whereas, the said Henry Villard purchased the said lands as Trustee for the Oregon Improvement Company, and he and the said Oregon Improvement Company desire that said lands be conveyed directly to that Company. And the General Counsel having produced and sub- mitted to the Board an engrossed draft of a deed of said lands, by and between the Northern Pacific Railroad Com- pany, party of the first part thereto, the Farmers' Loan and Trust Company, Trustee under the mortgage on the Pend d'Oreille Division, party of the second part, Henry BOARD OF DIRECTORS. 215 Villard, individually and as Trustee, and Fanny Garrison I88i Villard, his wife, parties of the third part, and the Oregon Improvement Company, party of the fourth part thereto, bearing date the 10th day of March, 1881, conveying to the last mentioned Company the said lands, being the same lands purchased by Henry Villard, as Trustee, under contract made by this Company with him and intended to be conveyed by the said deed, dated the 20th day of November, 1880. Resolved, that the said draft of deed be, and the same is, hereby approved, and the President is authorized to execute and acknowledge said deed for and on behalf of this Company, and to cause to be affixed thereto the cor- porate seal, and to deliver the same to the said Henry Vil- lard for the completion of its execution and delivery to the Oregon Improvement Company. The President submitted letters from General Sprague President bh- and others on the Pacific coast, expressing anxiety at pub- Henry vniard. lished rumors that parties representing the Oregon Rail- way and Navigation Company had acquired control of a majority of the Northern Pacific Company's stock, and would at the next annual meeting elect a Board of Direct- ors which would subordinate this Company to that, change the located line of its road, and postpone its com- j)letion. The President then stated that on Saturday, the 12th instant, Mr. Villard, the President of the Oregon Railway and Navigation Company, came to this office and offered. him a large sum of money a much larger sum than he ever dreamed of as its present value for his stock interest in the Northern Pacific Railroad Company. In the conversation which followed this offer, Mr. Villard said he had already in his possession stock enough to control the property and determine its management. The inter- view was closed on Mr. Billings' part with a promise to consider and reply to Mr. Villard's offer. President Bil- lings asked that a letter he had sent to Mr. Villard be spread upon the minutes of the Board. (Directors' Record, Vol. Ill, pp. 315-320.) A resolution was adopted approving the letter. 216 NORTHERN PACIFIC RAILROAD. 1881. Committee to The subject matter of the President's letter to Mr. Henry e viiiard! h Villard, and the relations of the Northern Pacific Railroad Company and the Oregon Railway and Navigation Com- pany, present and future, were referred to a committee consisting of Messrs. Potts, Ellis and Garrison, who were instructed to confer with Mr. Villard and report to the Board. :o : EXECUTIVE COMMITTEE. March 18th. The following preamble and resolution were adopted : issue of the Whereas, by the plan of reorganization it was provided common stock. 6 and determined that certificates of the common stock should be issued to the then holders of certificates of the original capital stock, or to those then entitled to certi- ficates of the original stock, share for share, and that the residue of the common stock should be issued ratably to those originally entitled thereto or their assigns; And wherran, many of the persons entitled to the said residue have applied for and are demanding certificates of the shares of the common stock comprising said residue coming to them respectively; And whereat, the President referred to the General Counsel of the Company for his opinion the question as to when the parties entitled to the said residue of the common stock are or will be entitled, according to the plan of reorganization, to receive certificates therefor; and the General Counsel having giving his opinion, in writing, to the effect that each and every such person is now entitled to have and receive a certificate of and for the full number of sbares representing his entire right and interest in and to the said residue under the plan of re- organization, and that the Company cannot rightfully or legally withhold or refuse to issue such certificates; therefore BOARD OF DIRECTORS. 217 Revive!, that the Treasurer be and is hereby instructed 1881 . and directed to issue to the several persons entitled to the said residue of the common stock certificates of and for the entire number of shares thereof coming to them, and each of them respectively, under the plan of reorganiza- tion, as the same appear of record on his books, and in cases of fractions of a share to issue scrip therefor, and when such scrip shall be presented and surrendered in amounts aggregating one or more shares, to issue a certi- ficate for such share or shares, and like scrip for any fractional excess remaining. : o :- BOARD OF DIRECTORS. Mauch 29th. The President called attention to the Henry vniard's . . ,. , . i i tx xT-n i ' injunction suit. injunction proceedings commenced by Henry Villard, in the Superior Court of this city, to have the recent issue of the residue of common stock directed to be made by the Executive Committee declared null and void. The President also read a letter from John C. Bullitt, a member of this Board, questioning the right of the Executive Committee to take the action they did. Also a letter from Mr. Bullitt protesting against the issue of the stock for reasons stated. Also a letter from Director John W. Ellis expressing his disapproval of the action of the Executive Committee. Also a letter from Director Hugh McCulloch approving of said action. [Mr. Bullitt subsequently informed the Board that he had changed his opinion and regarded the issue of the stock as valid.] The President also presented a draft of a letter to Mr. Villard defending the issue of the residue of common stock, and denying that the purpose of the committee was to keep him and his associates in office. Theophilus French, United States Commissioner of statement Railways, appeared before the Board, and officially stated French, united the policy of the Government in the event of the Oregon commissioner. Railway and Navigation Company acquiring the owner- ship and control of the Northern Pacific Railroad, and changing its route as prescribed by this Company's 218 NORTHERN PACIFIC RAILROAD. 1881 , Charter or stopping its completion. The substance of his address was that the Government would require the con- struction of the road over the Cascade Mountains to Tacoma, and if this Company, under whatever manage- ment, refused or unreasonably neglected to do so, the Attorney- General of the United States would commence a legal proceeding to compel compliance with the Com- pany's Charter and subsequent Acts of Congress. And he gave notice that any arrangement or compromise by which the obligation to build to Puget Sound from Lake Superior was avoided or susj>ended, would be treated by the Government as a violation of the Company's Charter, and null and void. General conn- A resolution was adopted instructing the General sel directed to j- o .lefend Company Counsel to associate with himself such counsel as he shall in the Villardsuit , . . deem expedient, to aid him in the defense of this Com- pany and its Directors in the action lately brought by Henry Villard against the Company, sun e of its Directors and others, in the Superior Court of the City of New York, praying for an injunction, and praying that the residue of the common stock issued by authority of the Executive Committee be declared null and void; and that the General Counsel cause said action to be vigorously defended by all legal means and efforts. General Man- The resignation of Homer E. Sargent, General Mana- resignation m- ger of the Eastern Divisions of the Company's road, was cep e " accepted, and a resolution adopted expressing the appre- ciation of the Board of the zeal, integrity and ability shown by him in the discharge of his duties. Herman Haupt A committee, consisting of the President, Mr. Barney Easte r rnDivi n sUms and Mr. Dil worth, were authorized to secure the services of Herman Haupt for the office of General Manager of the Eastern Divisions. Gen. sp-ngue's The salary of J. \V. Sprague, General Superintendent to fio.ooi). of the Pacific Coast Divisions, and General Agent of the Land Department on the Pacific coast, was increased from its present rate of $6,000 per annum to $10,000 per an- num, beginning April 1st, 1881. General Man- April 21st. The engagement of General Haupt as Gen- saiary $i5?oc)o. " eral Manager of the Eastern Divisions was duly author- BOARD OF DIRECTORS. 219 ized on the conditions stated in a letter from him; the 1881 . salary to be $15,000 per annum; and if from any cause other than voluntary retirement, or any disability render- ing him incapable of performing his duties, his connection with the Company be severed at an earlier period than five years, he to receive one-half of his salary for the bal- ance of the time. The Committee on the Minnesota Northern Railroad Report on ,-,. ... ,, .. ,-, , i Minnesota North- reported in writing, the conclusion ot their report being er n Railroad. in the words following : "The doubt about the Land Grant, and the insufficiency of funds to complete the road, make the purchase as proposed inadmissible, and the whole subject is again referred to the Board." The following resolutions were adopted: Resolved, that the Fargo and South-western Road be Far^anTsoutta- organized under the laws of Dakota, and be graded this weFtern Railroad season for fifty miles, and the old rails taken from the Dakota Division be used for the track; and, further, Resolved, that the Finance Committee roport a financial scheme to reimburse the treasury for the cost of the Fargo and South-western Road, as well as that of the Casselton Branch. April 22d. G. G. Sanborn was appointed local Treas- ^SiS^iSS. urer for the Eastern Divisions of the Company's road, to ern Divisions, reside at St. Paul. The following resolution was adopted : Resolved, that the lands of the Company in Minnesota p L rk l e . "' lau ? r J east of Missouri. and Dakota east of the Missouri River be sold at the flat rate of $1 per acre, with a rebate of twenty-five per cent, on all acreage broken within two years from date of sale. The matter of the purchase of the Minnesota Northern Purchase of . , the Minnesota Railroad was referred back to the committee charged with Northern Rail- it, with full power. The office of General Auditor of the Northern Pacific j. a. Barker Railroad Company was created and J. A. Barker ap-eraiAuditor. en pointed to it. M. P. Martin was appointed local Auditor of the East- m. p. Martin -,-.. . . -ji j. i i-k i local Auditor ern Divisions, to reside at St. Paul. Eastern Divisions 220 NORTHERN PACIFIC RAILROAD. 1881. Agreement with May 19th. The committee appointed to confer with President of The Henry Villard on the relations, present and future, between and g NavigaUon this Company, reported in sub^tanco as follows: Company, for ments anofwlth- I- It is proposed that the Northern Pacific Kailroad drawai of suits. Company shall build, as promptly as may be practicable, a line from Kalama to Portland or to East Portland, on such route as it may select. When this line shall have been completed, the Oregon Railroad and Navigation Company and the Northern Pacific Railroad Company to enter into the following contract : On trade passing be- tween Spokane Falls or points east of Spokane Falls and Tacoma, which may be sent via Portland, the Northern Pacific Railroad Company shall be allowed a total mileage equal to the total rail distance between Tacoma and Spokane Falls via the Cascade Branch as it shall be when the said branch shall have been completed : that is, of the total actual mileage between Spokane Falls and Tacoma via Portland, the mileage allowed to the Northern Pacific Rail- road Company shall be as above stated. On trade between Tacoma and points west of Spokane Falls and east of Wallula, going via Portland, the same mileage shall be allowed to the Northern Pacific Railroad Company out of the total mileage between such points and Tacoma via Portland as will be equal to the total rail distance be- tween such points and Tacoma via the Cascade Branch as it will be when the Cascade Branch shall have been completed. This contract is to be so drawn as not to in- terfere in anywise with the existing contract between the two companies on the traffic to and from Portland and points east thereof, but shall be so drawn as to be a supplement to that contract. II. It is agreed by both parties that the policy in respect to the construction of the Cascade Branch shall be to complete the surveys and estimates, and push construction as rapidly as may be needed to hold pos- session of the route, and as shall be consistent with good financiering, and that the surveys and estimates of the lighter sections of the said branch should be completed and the work let in 1881; and the surveys and estimates of the heavy, or mountain, part of the BOARD OF DIRECTORS. 221 branch should be completed and the work let in 1882; 1881 - and that the work on all sections of the branch should be pushed so as to complete the whole simultaneously ; provided, however, that the work on the lighter por- tions should be pushed even more rapidly if the local business should seem to require their speedier construc- tion. III. Mr. Villard desires the option of having two of his nominees elected to the Board of Directors of the Northern Pacific Railroad Company before the annual election in September. Mr. Villard further agrees that at said September electon he will cast the total vote he now represents for the election of a majority of the present Board. IV. All the foregoing, so far as it includes the per- formance of covenants named therein to be entered into between the parties, is conditioned upon the prompt discontinuance of all suits now pending against the Northern Pacific Railroad Company, which suits are as follows: Henry Villard, plaintiff, against the Northern Pacific Railroad Company, the Farmers' Loan and Trust Com- pany, and others, defendants; Superior Court of the City of New York. Charles F. Woerishoffer and Lewis Summerhoff against the Northern Pacific Railroad Company, the Farmers' Loan and Trust Company and others; Superior Court for City of New York. Henry Villard against the Northern Pacific Railroad Company and 'Frederick Billings; Circuit Court of the United States for the Southern District of New York. This agreement is signed by Joseph D. Potts and John W. Ellis, committee on behalf of the Northern Pacific Railroad Company, and Henry Villard. The following resolution was adopted : Resolved, that the President be authorized and directed, as rapidly as the suiweys and estimates for each portion of the Cascade Branch shall be completed and approved by the Board, to cause advertisements for proposals to 222 NORTHERN PACIFIC RAILROAD. 1881. construct such portion to be published in the usual manner. statement of Mr. Henry Villard came before the Board, and, referring to the adoption of the report of the committee appointed to confer with him, said that he desired to state frankly the policy which should govern him in his representation of the forty millions of shares of this Company's stock which he now controlled. He said, in effect, that his interest and that of his associates in the Northern Pacific Company was four to one greater than it was in the Oregon Railway and Navigation Company, and that his utmost endeavor would be given to make the Northern Pacific Railroad, as projected by its present managers and heretofore owners, a finished and paying property as soon as it could be done ; that he never had entertained the thought of subordinating it to the Oregon Railway and Navigation Company ; that he knew that the Northern Pacific was the principal property and should control the other. He further stated his views about the immediate construction of the Cascade Branch, and disapprovingly, on the score of economy. TF.oakesand The resignations of Joseph Dil worth and Johnston A. H. Holmes t Directors, vice Livingston as members of the Board of Directors were Dilworth and Livingston. presented and accepted, and Mr. ViUard being conceded the privilege, under the third paragraph of the adopted report above recorded, of nominating two Directors as members of the Board, nominated Thomas F. Oakes, of Portland, Oregon, and Artemas H. Holmes, of New Yoi*k, who were duly elected Directors. Definite loca- The Engineer in Chief having made a map of the defin- auL No. 9, in Block 14 of "Whitney and Smith's addition to St. Paul, on condition that the Company would locate its general office for the State of Minnesota upon it, and that when the Company, its successors or assigns, would cease to use said lot for such office, it would revert to the city ; and Whereas, said lot is unsuitable for the purpose intended, and the Company has contracted to sell it, and has pur- chased other ground in St. Paul for the location 1 hereon of such office, aud the Common Council of the city has passed a resolution, approved February 19th, 1881, re- leasing the Company from the said conditions upon the execution to the city by the Company of an obligation in writing, approved by the Mayor and City Attorney, for the performance of the following things, viz. : That the Company shall, within one year after the date of said reso- lution, begin the work of erecting a building for such office on some other site in the city, and complete the same within Wo yeai's thereafter, or in case of failure to do so, or in case the Company, its successors or assigns, shall at any time in the future remove such general office from said city to any place in Minnesota, then the Company shall pay to the City of St. Paul the sum of $8,000, with 224 NORTHERN PACIFIC RAILROAD. I8fn. interest at seven per cent, per annum from the date of said resolution ; and further, directing the Mayor, upon the execution of such obligation, to cause to be executed in due form of law to this Company, its successors or assigns, for and on behalf of the city, such conveyances and releases as may be necessary or proper to carry out the purposes of the resolution. And the General Counsel of the Company having sub- mitted to the Board a bond, being the form of said obligation approved by the Mayor and City Attorney, and bearing date this 19th day of May, 1881, in the penal sum of $16,000, to be executed by this Company, conditioned according to the provisions of the said resolution of the Common Council, it was Resolved, that the President be and he is hereby author- ized and requested to execute said bond for and in the name of the Company and under its corporate seal, and cause the same to be delivered to the city authorities of St. Paul upon the execution of the proper instruments releasing the Company, its successors and assigns, from the said conditions in respect of the lot heretofore con- veyed by the city, so that the Company, its successors or assigns, shall hold the title to the same absolutely, and free from the conditions expressed in the said deed thereof. Right of way A copy of a communication from the Secretary of the Indian Reserva* Interior Department to the Commissioner of Indian tion - affairs, dated May 9th, 1881, was submitted by the President, in which the right of this Company under its Charter to survey a line for its road through the Crow Indian Reservation in Montana was recognized, and the Company's right of way through the reservation as granted by Congress was acknowledged, and the Indian Commis- sioner was instructed to act accordingly and protect the Company's surveyors in their work. viiiard suits May 20th. The General Counsel reported that, acting discontinued. i r > t-, as Counsel for this Company and two individual defendants, he last evening signed a consent to the discontinuance of the suits against this Company and those defendants known as the Villard suit and the Woerishoffer suit, and BOARD OF DIRECTORS. 225 that he was informed this morning that an order had been 1881 . entered in the courts respectively discontinuing each. The following resolutions were adopted: Resolved, that Mr. Cheney be, and he is hereby, appoint- wi ^Xe e Grind ed a committee to negotiate with the Grand Trunk Rail-c^pa^y^ way Company of Canada, on the following basis and for Sault 8t - Maria the following purposes, viz., that the Grand Trunk Rail- way Company will construct, complete or effect a railway connection from a suitable point on its line at or near Bellevile, Ontario, to the Sault St. Marie, and that the Northern Pacific Railroad Company will effect, or cause to be effected, a railroad connection from the terminus of its main line in the State of "Wisconsin to the Sault St. Marie by the time the Grand Trunk Railway Company will have made its said connection with that point ; for the purpose of establishing by the said Grand Trunk Railway and the Northern Pacific Railroad and their said respective con- nections a through transcontinental railway route from the Atlantic to the Pacific; and Resolved, that Mr. Cheney be, and he is hereby, author- ized to give the assurance of this Company to the said Grand Trunk Railway Company, that this Company will perform its part of the above mentioned undertaking by the time specified in the foregoing resolution. June 9th. The resignation of W. R. Garrison as a h. vniard di- m ember of the Board was presented and accepted, andrison.' Henry Villard was chosen in his place. Mr. Villard was appointed a member of the Executive and Finance Com- mittees. The President submitted a contract between this contract with Company and the Yellowstone Land and Colonization and colonization Company, to bear date June 10th, 1881, which was ompan explained by the General Counsel and adopted by the Board, and its execution on behalf of this Company was authorized. The following preamble and resolutions were adopted: Whereas, under and in pursuance of the provisions of D ?ertPaui an Act of the Legislature of the State of Minnesota, ^^ evot entitled " An Act relating to the St. Paul Union Depot 15 226 NORTHERN PACIFIC RAILROAD. 1881 , Company," approved March 5th, A. D. 1879, this cor- poration and the several other railroad corporations in said legislative act named, are severally authorized and empowered to annually appoint or elect by their respec- tive Boards of Directors each one Director of the said St. Paul Union Depot Company. Therefore, in accordance with said legislative provision be it Resolved, by the Board of Directors of the Northern Pacific Railroad Company, that Herman Haupt be, and he is hereby, appointed and elected one of the Directors of said " The Saint Paul Union Depot Company, " to hold his office as such Director as in said legislative act and the By-laws of said corporation provided. Resolved., further (the foregoing preamble and resolution having been unanimously adopted) that a certificate of the foregoing appointment and proceedings be made under the seal of this corporation, and delivered to the said Herman Haupt, to be filed with the Secretary of said corporation as provided in said legislative act. George asan- George G. Sanborn, local Treasurer of the Eastern born to endorse _, . i . checks and Division, was authorized to endorse checks and drafts for deposit or collection which are drawn to the order of the Northern Pacific Railroad Company. H.s.waibridge's The claim of H. S. Walbridge, of Ohio, for services in procuring for this Company land in Superior City amount- ing to $3,755.80, was allowed, and the Treasurer ordered to pay it. special com- Messrs. Villard, Cheney and Ellis were appointed a mittee on branch " lrr roads and feeders committee on the expediency of acquiring an interest in or the entire ownership of the Manitoba Southern Colon- ization Railway, and were also charged to report a policy for this Company with respect to the construction of branch roads and feeders. President Bii- A letter was presented from President Billings, dated lings' resignation June 9th, resigning the Presidency of the Northern Pacific Railroad Company. A resolution was adopted accepting the resignation, and expressing the appreciation of the Board of Mr. Billings' able and faithful services to this Company as Director and President during the long period of twelve years. EXECUTIVE COMMITTEE. 227 1881. Mr. Harris expressed his astonishment on learning just Mr. Harris de- now that it was of record that he had been unanimously vic^President? 8 elected Vice-President on the 1 7th of February last, and said that at the time he considered the vote to be only an excessive compliment to him, and not seriously meant to invest him with the office; that he had never dreamed he was Vice-Presideut, and now formally refused the ap- pointment. Ashbel H. Barney was elected President pro tempore of , A - H - Barney ^ . . fleeted President this Company, to perform the duties of Vice-President protem. until a President be elected, or during the absence of the Vice-President. T. F. Oakes was elected Vice-President of this Company. _ T - F - . pakes " Vice-President. James B. Williams was chosen second Vice-President jas.B.wniiams of this Company, and authorized to perform all the acts president. and duties required of the President in and by By-laws VIII. and XXI. By-laws VIII. and XXL, relating to signatures to certi- Amendments ficates of stock and transfers and all deeds of conveyance and other legal instruments, were amended so as to re- quire the signature of such papers first by the Treasurer, and then by the President or Vice-President, or by the second Vice-President. :o:- EXECUTIVE COMMITTEE. June 21st. The Chief Engineer having forwarded a t . De r flnit< L loca - tion from Tongue map of the definite location of the Company's main line River to Crow licscrviitioii from the Tongue River, in the Yellowstone Valley, to the eastern boundary of the Crow Indian Reservation, in the Territory of Montana, the committee adopted and defin- itely fixed such location as shown on said map, and re- quested the President to file the map in the office of the Commissioner of the General Land Office. Similar action was taken in reference to a map of the H D f, flnite ' oca - ir tionthrounCrow definite location of the main line through the Crow Re8ervation - Reservation in the Yellowstone Valley. 228 % NOETHEEN PACIFIC EAILEOAD. 1881. Dues for July 8th. A resolution was adopted accepting from Sansportation. 8 the United States Government, under the provisions of the Act of Congress of March 3d, 1881, fifty per cent, of the amounts found to be due from the Quartermaster's Department for transportation services rendered prior to July 1st, 1880, in full of all demands for such services, and the Treasurer was authorized to execute such papers of release as shall be necessary to carry into effect this resolution. [The Act of Congress above referred to applied to all land grant railroads, and in effect forced such companies to accept one-half of their claims against the Government for transportation charges prior to July 1st, 1880.] BOARD OF DIRECTORS. Arrangement August 18th. The President reported an arrangement with St. Paul ..-- , and Duiuth Rail- with the St. Paul and Duluth Railroad Company to divide the expense of maintenance of road and track between Duluth and Thomson Junction, on and after August 1st, in proportion to wheelage. The following preamble and resolution were adopted : of netearnln 1 " to Whereas, according to the terms of the plan of reorgan- prefened stock, ization, the preferred stock of this Company became and is entitled to dividends not exceeding eight per cent, per annum as the net earnings in each calendar year may suffice to pay; and Whereas, the necessities of this Company induced it to make use of net earnings which otherwise would have been distributed to the holders of the preferred stock, in constructing its chartered lines and necessary branches thereof ; and Whereas, the financial condition of the Company is now such as to make proper and practicable a settlement of the just claims of the preferred stockholders in the respect stated. Now, therefore, BOARD OF DIRECTORS. 229 1881. Resolved, that the President of the Company be, and he Account to be is hereby, authorized and requested to direct and cause stated ' the proper officers to make a statement of account as between the Company and the preferred stock, and that in such statement the following rules be followed, viz.: I. The computation of net earnings to the credit of the From October eferred stoc October, 1875. preferred stock shall commence with the 1st day of s ' II. For and covering all expenses and cost of repairs, charge for re- and renewals of track and equipments, the charge shall ais. be such annual charge, during the period for which the account shall be stated, as shall not exceed the average percentage of cost of repairs and renewals of track and equipment usually allowed on western railroads doing about the same traffic per mile, during the same period and otherwise. III. The entire amount used or expended for the con- Amount used struction of the Company's branch line (called the Puyal- lup Branch), and of the Casselton Branch and Fargo and South-western Railroads, with the interest thereon at six per cent, per annum, to be credited to the preferred stock. IV. There shall be charged to said net earnings and construction credited to the preferred stock a fair and reasonable credited. charge for the transportation of construction material, men and supplies. V. Interest shall be credited to the preferred stock and interest, charged to the construction account of each division until the date of its actual completion, or until the succes- sive portions thereof were or shall be turned over to the Operating Department. The following preamble and resolutions were adopted : Whereas, this Company has expended and advanced saieoftnecas- divers sums of money for the Casselton Branch Railroad lU Fargo Company, and also for the Fargo and South-western Rail- ern RaUroaTito road Company, in and about the organization of said *nd e Transcont^ corporations, and the surveying, locating and constructing uental company of their respective railroads in the Territory of Dakota, 230 NORTHERN PACIFIC RAILROAD. 1881 by reason whereof the said companies are respectively indebted to this Company in the amount of said expendi- tures and advances, with interest thereon ; and Whereas, this Company has an opportunity of realizing the amount of said expenditures, advances and interest, by sale of its claim therefor to the Oregon and Trans- continental Company, and at the same time furthering the object for which the said expenditures and advances were made, namely, the early completion of the railroads of said first named corporations. Therefore, Resolved, that the Treasurer of this Company be, and he is hereby, instructed to state the accounts of the said ex- penditures and advances for and on account of each of said companies respectively, with average interest thereon at the rate of six per cent, per annum to the date of such statement, and submit the same to the Finance Com- mittee. And, further, Resolved, that the President of this Company be, and he is hereby, authorized and requested to sell and assign the said claims of this Company against the said Casselton Branch Railroad Company and the said Fargo and South- western Railroad Company to the said Oregon and Trans- continental Company, or its appointee, on said last named Company paying to this Company therefor the amount of each of said claims as stated by the Treasurer and approved by the Finance Committee, or representing the said payment with interest. Provided, that if the said Oregon and Transcontinental Company shall not pay in cash down the price of said claims as aforesaid, the rate of future interest and the security to be taken shall be such as the President and the Finance Committee approve. The following preamble and resolutions were adopted: Plan for lat- Whereas, there are large extents of territory north and branches. 8 an south of the main line of this Company's road, in and adjoining the various States and Territories through which it is, and is being, and is to be constructed, capable of furnishing valuable business for said main line, pro- vided lateral railroads or branches be constructed from said main line into or through such territory ; and BOARD OF DIRECTORS. 231 1881. Whereas, this Company, by its plan of reorganization, Northern Pa- is prohibited from using its means in the construction of ^ a uth^rized such branches, and its power to construct such under its {^JJ^,* * r u c * Congressional Charter is questioned ; nevertheless the construction thereof is imperatively demanded by and for the development of the country and its resources, and in order to secure to this Company's line the carriage of traffic originating in, or destined to, such territory ; and Whereas, other corporations propose to construct such necessary and advisable lateral railroads or branches con- necting with this Company's main line and reaching or penetrating such territory, whereby this Company will be enabled to obtain the benefit and advantage of the traffic and business arising therefrom; now, therefore, Resolved, that this Company will, so soon as, and from Northern Pa- ' *"-V > ' cine Company to time to time, whenever each and every of said proposed lease branches. lateral railroads or branches shall be completed ready for operation, accept a lease of such lateral road or branch, with its equipment and appurtenances, for the term of not less than thirty-three years from that time; provided, and only upon the fact being, that such lateral railroad or branch shall be located and constructed as this Company shall designate or approve, and that the same shall be fully equipped in all respects ready for operation, except as to rolling stock and motive power. Each lease shall be upon the terms and conditions in substance as follows : 1st. This Company will furnish all the rolling stock and Northern Pa- motive power necessary and suitable for the efficient opera- roUingstock. 18 tion of the leased road, and shall operate said road at its own cost, charge, risk and expense except that the lessor shall be liable for all loss and damage that may occur by reason of the leased road or any part thereof not being fenced as required by law, provided that if the lessor shall have once fenced said road pursuant to law, it shall not be liable for any such loss or damage occurring thereafter. 2d. This Company shall, in each and every such lease, R en t to be paid covenant to pay to the lessor or its assigns, as the rent of the leased road, with its equipment and appurtenances, 232 NORTHERN PACIFIC RAILROAD. 1881 , such amount semi-annually as shall be equal to the semi- annual interest on the bonds that shall have been issued by the lessor for the construction of the road, and that shall be from time to time outstanding, accruing after but not before two years from the time when said bonds shall have begun to draw interest; and also such sum, annually or semi-annually, as shall furnish an adequate sinking fund for the extinguishment of said bonds at or before their maturity; and also such sum, not exceeding $2,000 yearly, as shall be required to maintain the legal organization of the lessor; provided always that the bonds issued as aforesaid shall be made payable not sooner than thirty-five years after their date; that they shall not ex- Bonds not to ceed $20, 000 per mile of the leased road, nor bear interest per^iic. $20 ' 00 excee ^ m g g i x P er cen t- P er annum; that the payments required to be made into the sinking fund shall not ex- ceed one per cent, per annum on the entire issue of said bonds, or such other rate as shall provide for the extin- guishment of all said bonds by the time of their maturity; and that the sinking fund shall not commence until the lapse of three years after the date, or the time of issue, of said bonds. This Company shall also covenant to pay all lawful taxes and assessments on the leased property dur- ing the continuance of the lease. capital stock of 3d. The entire capital stock of the lessor, except so ease ranc es. man y s } iares as ma y b e required to maintain its corporate organization, shall be assigned to this Company, and this Company shall have the sole right of voting and of receiv- ing dividends on said stock, so long as such lease shall continue in force. But until all said bonds shall have been extinguished by operation of the sinking fund, the certifi- cates for all the shares of the said capital stock may be held by a trustee for the sole use and benefit of this Com- pany; and whenever all of said bonds shall have been so extinguished, the said certificates shall be duly delivered to this Company or its assigns. interest on con- 4th. The lessor shall pay all interest accruing on its struction bonds. congtruction bondg during the first two years after they shall have begun to draw interest. BOARD OF DIRECTORS. 233 1881. 5th. The lease shall contain all necessary covenants Form of leasa and conditions usually embraced in leases of railroads not inconsistent with the preceding; and, further, Resolved, that at the option of this Company it will operating sec- -1,1 i, , . . ~ , tions of unfin- undertake, under lease or otherwise, as it may be agreed isned branches, on, to operate with its own rolling stock and motive power any part or section of any such lateral roads or branches that shall be constructed and shall connect with this Company's main line before the whole of such lateral road or branch shall be completed, upon terms and con- ditions proportionate and similar, as nearly as may be, to the terms and conditions in the preceding resolution specified; but in such case the corporation constructing and owning such road or roads shall undertake to com- plete the whole and the several parts thereof within such reasonable time as this Company shall require. A resolution was adopted declaring that the bonds is- o f n ^ ^ 3 rity sued by the Guarantee Company of North America, or the Fidelity and Casualty Company, be accepted by this Company for the faithful accounting by employees and officials of the Company for moneys collected by them or for which they are responsible; and that the Treasurer be authorized to contract with said companies, or either of them, for the bonding of all station agents, express agents and conductors ; and, further, that the Executive Committee be authorized to fix the amounts of the official bonds of the employees named, and that the Treasurer be authorized to pay the premium on the same. The committee appointed at the June meeting of the Purchase of r-. -, . -tii j- < -i i ManitobaSouth- Roard to consider the question of acquiring an interest em colonization in, or the entire ownership of, the Manitoba Southern Colonization Railway, reported that Mr. Villard had arranged for its purchase. A certificate of seven shares of the Company's preferred Settlement stock was ordered to be issued to Charlemagne Tower on Tower's ciaim. ne his executing a release to the Company, approved by its counsel, of all claims by reason of the failure of title to the east half of the north-east quarter of Section 5, in Town- ship 139, Range 48, in Clay County, Minnesota, conveyed to him by warranty deed dated January 15th, 1875. W. J. Kountz' claim. 234 .NORTHERN PACIFIC KAILROAD. 1881 The following resolutions were adopted : Located line in Resolved, that the line of the railroad from Newton Superior City. Avenue, in the town site of Superior, to Conner's Point, in the County of Douglas, State of Wisconsin, along or near the westerly side of the Bay of Superior, reported by General A. Anderson, Engineer in Chief, and staked under his direction, be, and the same is hereby, located and adopted as the line for the said railroad along and near the westerly side of said bay, the same being staked and located on ground covered by water between the Quebec Pier, in Superior, and the Switzer tract, so called; and be it further Resolved, that the Secretary transmit a certified copy of these resolutions, under the seal of the Company, to the County Clerk of the said County of Douglas. The Finance Committee was authorized to settle a claim made against this Company by W. J. Kountz, growing out of a contract respecting transportation on the Missouri River for the navigation season of 1874, and for which a suit is now pending in the Circuit Court of the United States for the District of Minnesota. Tha President reported that the Utah and Northern com an^nion- Ra-ihoad Company were laying track in the Jefferson tena - Canon in violation of our rights, and that he had duly protested ; also, that for this Company's protection Chief Engineer Anderson had taken steps to incorporate the Rocky Mountain Railroad Company of Montana. offer of west "^- communication from the Treasurer was presented, em Railroad covering a circular from the Chairman of the Executive Coinpany'sbonds Committee to the Board of Directors of the Western Railroad Company of Minnesota, stating that that Com- pany was about to make a mortgage on certain lands to secure $140,001) of bonds, payable in fifteen years, from May 1st, 1881, and bearing six per cent, interest, and offering to this Company as a stockholder in that its quota of these bonds, $76,000 at 90, and that the option to take them would expire on the 20th instant. The Board decided that this Company had no right to take the bonds. Rocky Moun- BOARD OF DIRECTORS. 235 EXECUTIVE COMMITTEE. 1881. August 24th. A resolution was adopted fixing the Location ^of definite location of this Company's main line from Spokane Fails x " to Lake Pend Spokane Falls, in Washington Territory, to Lake Pend d'Oreiiie. d'Oreille, in Idaho Territory, in accordance with the map made by the Engineer in Chief, and directing that said map shall be filed in the office of the Commissioner of the General Land Office, Washington. -:o:- BOARD OF DIRECTORS. September 14th. An agreement was approved between contract with *.* Winston Bro's. this Company and the members of the firm of Winston Brothers, to construct and finish the piling, trestle bridg- ing, timber and other work on the Company's line from Nettleton Avenue, in Superior City, to Conner's Point, in the State of Wisconsin. A resolution was adopted instructing General Land Contract with 1 C A. Pillsbury Agent K. M. Newport to enter into a contract with Charles & Co. for sale of n^T --. tpji i ,i , P ine lands and A. Pillsbury & Co., of Minneapolis, lor the sale to that timber, firm of the pine lands, or the merchantable pine timber standing thereon, mentioned in the letter of the late Land Commissioner to them, dated February 12th, 1881; such contract to provide that in case of purchase of the timber only, the same shall be cut and removed within a certain reasonable time, and that when the cutting of the timber on any one section shall be commenced, all the timber coming under the contract on such section shall be cut clean and without delay. September 15th. The annual meeting of the stock- holders of the Northern Pacific Railroad Company was held at the Company's offices, 82 Broadway, New York, 236 NORTHERN PACIFIC RAILROAD. 1881 and the following named j)ersons were elected Directors for the ensuing year: Election of FREDERICK BlLLINGS, New York. new Board ot Directors. AsHBEL H. BARNEY, New York. John W. Ellis, New York. Rosewell G. Rolston, New York. Robert Harris, New York. Thomas F. Oakes, New York. Artemas H. Holmes, New York. Henry Villard, New York. J. L. Stackpole, Boston. Elijah Smith, Boston. Benjamin P. Cheney, Boston. John C. Bullitt, Philadelphia. Henry E. Johnston, Baltimore. A quorum of the Board of Directors assembled, and elected the following officers: Election of President, Henry Villard. Vice-Presideyit, Thomas F. Oakes. Second Vice-President, Anthony J. Thomas. Secretary, Samuel Wilkeson. Treasurer, Robert L. Belknap. James b. wn- The President announced his appointment of James B. to President. Williams to the office of assistant to the President. The following committees were appointed by the President: executive committee. Appointment The President, Chairman, ex officio. of committees. i-, -r, , T ->. , Frederick Billings, New York. Robert Harris, New York. Elijah Smith, Boston. Artemas H. Holmes, New York. J. L. Stackpole, Boston. finance committee. The President, ex officio. John W. Ellis, New York. Benjamin P. Cheney, Boston. Ashbel H. Barney, New York. Henry E. Johnston, Baltimore. Rosewell G. Rolston, New York. EXECUTIVE COMMITTEE. 237 EXECUTIVE COMMITTEE. 1881 - September 30th. The Vice-President set forth toe^JJg^ necessity of an independent line into Minneapolis and olis and st - Paul St. Paul, and read a letter from General Manager Haupt, describing by blocks and lots the land in Minneapolis necessary for a shop and other purposes that can be ac- quired by purchase, and the price thereof, and the fol- lowing preamble and resolution were adopted: Whereas, it is very desirable and expedient that this. Purchase of J l lots lor depot Company should acquire suitable freight and passenger ground in Mta- depot grounds in Minneapolis for its own use, or the use of some one of its allied or branch roads; therefore, Resolved, that the Vice-President be, and he is, author- ized and empowered to negotiate for and direct the ad- vance out of the funds of the Company of the purchase price of that certain property at Minneapolis, a general description of which is as follows: all the lots in Blocks 26 and 27 ; all but one in Block 28 ; all in Block 29 ; all in fractional Blocks 30 and 3, excepting apiece of un- platted ground; all in Block 4, excepting 3 lots belong- ing to an estate with minors; and all in Block 9, except- ing Lot 5, belonging to an absentee ; the title thereto to be taken by a trustee, who shall be Anthony J. Thomas, Esq., this Company's Second Vice-President, who shall hold the same as security for the repayment of the purchase price, and at the direction of the Company and on repayment of said purchase price plus six per cent, interest, to con- vey the same to the nominee of this Company, the pur- chase price not to exceed $300,000. The Vice-President submitted a communication from sale of lands James H. Mills respecting certain lands of the Company toJamet H.Mifis south of Deer Lodge, in Montana, and proposing that the and a8S0Ciates - Company cause them to be appraised, and sell the same to him and his associates at the appraised value. Ed- win Stone, General Agent of the Company at Helena, was instructed to appraise the lands embraced in Mr. Mills' communication, and on the approval of said ap- praisal by the President or Vice-President, to make a 238 NORTHERN PACIFIC RAILROAD. 1881. contract for the sale of said lands to Mr. Mills and his associates. Lease to e. h. The form of a lease by this Company to Eber H. Bly, hotel premises, of Bismarck, of hotel premises at Fargo for the term of ninety-nine years, was submitted to the committee, and the Vice-President was instructed to execute the same on the part of the Company. Freight con- The Vice-President submitted a form of contract be- bo a u Hin coai tween the Carbon Hill Coal Company, of Washington company. Territory, and this Company, dated October 1st, 1881, which was approved, and the Vice-President was in- structed to execute the same, contract with A form of contract between this Company and the Pullman Palace i r\ i -liiooi car company. Pullman Palace Car Company, dated October 1st, 1881, to endure for the term of fifteen years, was submitted to the committee, and ordered to be referred to the Com- pany's General Counsel and Mr. Holmes, and if approved by them to be executed by the Vice-President on behalf of this Company. :o:- BOARD OF DIRECTORS. Engineering November 17th. The President reported that when partoeut'oi^fhe 011 the Pacific coast he had issued an order to General Pacific coast. Superintendent Sprague, constituting the Engineering Department on that coast a distinct and independent branch of the service ; also appointing J. L. Hallett Superintendent of Construction for the Pend d'Oreille and Clark's Fork Divisions, to report to the Supervising Engineer; also constituting an Auditing and Disbursing Department, with head-quarters at New Tacoma, Wash- ington Territory, until removed to Portland, Oregon. The President's action in these matters was approved by the Board. BOARD OF DIRECTORS. 239 1881. A communication from N. N. Laman, Vice-President proposition of of the Dakota Railroad Company, submitting a proposi- comlmn^ ailr de^ tion to construct that road from a point at or near chned- Bismarck to the Black Hills, was presented, and a resolu- tion adopted declaring that it is the opinion of this Board that the time to build the line of road mentioned has not yet arrived, and that therefore the proposition necessarily be declined. A communication was read from the Vice-President to , w. h. star- buck s draw- W. H. Starbuck, accepting his offer to sell at cost a span, "draw-span" for a bridge across the Snake River at Texas Ferry, which he was making under a contract with the Oregon Railway and Navigation Company. The Vice-President's action was approved. A letter from General Manager Haupt to A. A. Jack- connection l with Portage and son, solicitor of the Portage and Superior Railroad Com- superior Raii- /> i -j.1 roa d- pany, about the terms of a connection of that road with the Northern Pacific at a point east of the Nemadji River, was referred with power to the Vice-President. The President recommended the appointment of E. M. e. m. Marble . recommended Marble to be Land Commissioner of this Company. 1 he for Land com- recommendation was referred to the Executive Committee, with power to make the appointment and fix the Land Commissioner's salary. The Land Agent, R. M. Newport, was authorized to saieofiandto sell to the "Dutch Colony of Wyoming and Montana" the Dntch Colony - land mentioned in his communication at the price of $3 per acre, with the usual condition of cultivation. A communication to the Vice-President from the company's General Counsel was presented, stating the completeness complete 8 of this Company's title to its lands by Congressional Grant, and that it is not dependent on patents from the Government, and recommending that the Company's agents be governed by the views therein expressed. The President stated that he had engaged Professor Engagement . . of Prof. Raphael Raphael Pumpelly to examine the entire Land Grant ot pumpeiiy to ex- this Company from Lake Superior to Puget Sound, to Land Grant, ascertain its available resources, mineral and agricultural, to map it thoroughly, to analyze the soils and determine their fittest uses. This work he said would require the 240 NORTHERN PACIFIC RAILROAD. 1881 services, for some years, of between twenty-five and thirty men, and would cost about $35,000 a year, and he pro- posed that the expense should be divided between the Northern Pacific, the Oregon Railway and Navigation Company, and the Oregon and Transcontinental Com- pany; and the following resolution was adopted : Resolved, that the preliminary arrangements made, and those contemplated by the President in behalf of the Northern Pacific, the Oregon Railway and Navigation Company and the Oregon and Transcontinental Company, to cause to be made a scientific examination of this Company's lands, be approved and confirmed. salaries of vice- The President was authorized to fix the salaries of the second vice- Vice-President and Second Vice-President. Modification ot The President submitted a letter from the bankers' syndicate. w ' syndicate dated November 17th, instant, in which, refer- ring to their agreement with this Company of November 30th, 1880, they submit the desirability of a supplemen- tary agreement that shall give them the option to take bonds under their contract at the rate of $25,000 per mile, payable in dollars or bonds at the statutory rate in sterling money, each class bearing interest at five per cent, per annum, the price of the five per cent, bonds being an equivalent to that now fixed for the bonds bearing in- terest at six per cent. This letter was referred to the Executive Committee with power. The following resolution was adopted : Delivery of Resolved, that the Central Trust Company, with the preferred stock ^ ~ i- ./. -n -i-rii to subscribers to concurrence of the Northern Pacific, Fergus and Black Fergus and Black Hills Railroad Company, be requested to deliver the tion fund. r Northern Pacific preferred stock, held by it as a part of the construction fund of the Northern Pacific, Fergus and Black Hills Railroad, to such subscribers to that fund, pro rata, as have paid not less than seventy per cent, upon the amount of their subscriptions : Amount of fund $1,100,000 Seventy per cent, paid 770,000 Thirty per cent, to be paid 330,000 For the security of the $330,000 the Company hold the $1,500,000 bonds, on which $770,000 have been paid. EXECUTIVE COMMITTEE. 241 1881. By-law XXIII. was so amended as to make the By-laws amended Executive and Finance Committees each consist of the President, or in his absence the Vice-President, and five other members of the Board ; the President, or in his absence the Vice-President, to be Chairman of the Com- mittees. -:o: EXECUTIVE COMMITTEE. December 6th. A recommendation by the Company's ^Martin Audi " General Auditor that the salary of Mr. Martin, the Auditor at St. Paul for the Eastern Divisions, be increased to $3,000, was referred with power to the Vice-President. The form of a traffic contract between this Company and contracts with J: \ Carbon Hill Coal the Carbon Hill Coal Company, of Washington Territory, company, dated October 1st, 1881, and of another contract with that Company, to sell coal land to it on terms stated, of date December 1st, 1881, were submitted by the President, and a resolution adopted authorizing the President to ex- ecute the traffic agreement after it is modified by a change in the rate of transportation from "one cent and a quarter" to "not less than one cent and a quarter," which latter rate was stated by him to have been the understanding in the negotiation, and authorizing him to execute the land sale agreement after it shall have been modified so as to pro- vide for this Company's access to the portions of the sections not purchased and taken by the Carbon Hill Coal Company and the reservation of all easements therein. The President was authorized to execute a modification Modification of of the agreement of June 9th, 1881, between Austin Au^tln^corbin Corbin and associates, the Northern Pacific Railroad anc associa es Company and the Northern Pacific, Fergus and Black Hills Railroad Company, which modification shall authorize the Central Trust Company to deliver to the subscribers of the Northern Pacific, Fergus and Black Hills Railroad Company's construction fund their respective shares of the preferred stock of the Northern Pacific Railroad Com- pany, upon payment of seventy per cent, of the amount of their respective subscriptions to said construction fund. 16 242 NORTHERN PACIFIC RAILROAD. 1881. Agreement The action of the Treasurer in entering into a contract company" of ^h the Guarantee Company of North America for ?o r^o A nTfng bonding agents of this Company, as per list submitted, agents. mpaDy S was approved, and the basis of said list adopted for future bonds to be taken on account of the Company's agents, and the Treasurer was instructed to make it his duty to see that proper bonds are taken in cases of changes in or employment of new agents. settlement of The Vice-President reported that at the instance of the suits against x j. b. Power and defendants he had agreed to settle the suits brought by C. F. Kindred. & it this Company against James B. Power and C. F. Kindred for good reasons given, and on terms of advantage, where- upon authority was given by the committee for such settle- ments to be made. eie'cted M iInd E. M. Marble was elected Land Commissioner, and his commissioner. salary fixed at $g,000 per annum. Preilden^Ind Tlie Presi( lent reported that under the resolution of second vice- November 17th last he had fixed the salary of the Vice- President. J President at $18,000 a year, and that of the Second Vice- President at $6,000. Rules concern- The applications to buy the Company's lands in large ing land sales. quantities, aud King, Seton & Co.'s proposal to establish in this city and abroad an immigration and land agency, which were referred to the committee by the Board at its last meeting, were discussed, and the following resolution adopted : Resolved, that the established rules concerning land sales be departed from only on favorable report of the Land Commissioner, and the approval of the President or Vice-President thereon; and that all pending land applications be referred to the Land Commissioner for his consideration and action. 1882 . January 6th, 1882. The President submitted a form of Lake Superior a contract between this Company and the Lake Superior Elevator Com- . . pany contract. Elevator Company, a Minnesota corporation, dated Jan- uary 1st, 1882, to endure ten years, unless sooner termi- nated as provided. The contract was approved by the committee. Harkness& co.'s The claim of Harkness & Co., contractors, to deliver ties claim. ' ' and timber from the Yakima Valley, on which they EXECUTIVE COMMITTEE. 243 defaulted, and whose contract, plant, saw-mill and work- 1882. ing force were turned over to and operated by this Com- pany, was referred to the Vice-President with full power. A copy of a letter dated January 4th, 1882, addressed by a. Roedelheimer - 1 -*- rv . Foreign Immi- the Vice-President to A. Roedelheimer, informing him that gration Agent. he was appointed Foreign Immigration Agent of this Com- pany for three years, commencing January 1st, instant, at an annual salary of $4,000 and actual traveling expenses, was submitted and approved, and the appoint- ment of Mr. Roedelheimer for the term and at the salary named was confirmed. It was ordered that the President be authorized to dis- George Shep- , pard transferred continue the Liverpool Emigration Agency, and to trans- from Liverpool fer the agent, Mr. Sheppard, to the Land Office at St. Paul for the unexpired term ef his service. The proper officers of the Company were authorized to sale of ciark-s r r , . Fork bottom to contract with H. Clark & Co. on the basis of the offer h. ciark & Co. contained in their letter of December 2d, 1881, to pay $2.60 per acre for the valley lands opposite Clark's Fork, on the Yellowstone River, they agreeing to construct an irrigating ditch sufficient to irrigate the entire bottom within one year. February 3d. It was resolved that in the opinion of this contract for r _ sale of land to committee no reason appears to exist for any change in Mr. sykes not to the terms of the contract with Mr. Sykes for the purchase of lands north-west of Jamestown, in Dakota Territory, referred to in the letter of the General Land Agent of the 13th January last. It was resolved that in all cases where land is paid for No subsequent * rebate on lands in full at the time of the purchase or before any rebate sold, has been earned, there shall be no subsequent rebate allowed thereon. A letter from H. Clark & Co. to the Vice-President, de- H.ciark&co.'s request to pur- siring to extend the limits of their recent purchase in the chase town site Yellowstone Valley by taking in the town site of Coulson, was referred^o the President with power. The entire subject matter of shops and round houses Depots and on the line of the Northern Pacific Railroad at Duluth, diff"rentpo?nts. St. Paul, Brainerd, Fargo, Jamestown, Bismarck, Man- 244 NORTHERN PACIFIC RAILROAD. 1882* dan, Dickinson and Glendive was referred, with full power, to the Vice-President. contracts to The President submitted a communication from the construct lateral . .. . roads authorized. Engineer in Chief, dated January 6th, recommending that the following named lines be constructed during the year 1883, in the manner and to the extent indicated, as branches or feeders of this Company's main line, to wit-. Fargo and South-western Railroad, Casselton Branch Railroad, Jamestown and Northern Railroad, Little Falls and Dakota Railroad, Extension of the Northern Pacific, Fergus and Black Hills Railroad. It was resolved that the recommendations contained in this communication be adopted, and that the location of the lines or branches therein described be approved, and that the construction thereof under the terms of the res- olution of this Company's Board of Directors of date August 18th, 1881, be authorized. Hotel at Glendive The Vice-President was fully empowered to make ar- rangements to provide for a hotel at Glendive on terms in his opinion just and favorable to this Company. Adna Ander- The salary of Adna Anderson, this Company's Engi- son-s salary. neer ir] chie ^ wag increased to $15000 a year from and after January 1st, 1882. McNought, Fer- The General Counsel reported that as the head of the salary. Legal Department he had fixed the compensation of Mc- Nought, Ferry & McNought, of Seattle, W. T., for legal services to this Company in that Territory, at the rate of $2,500 a year, from January 1st, 1882, payable monthly, and their necessary expenses when from home on the business of the Company. w.f. Sanders' Also, that he had fixed the compensation of W. F. Sanders, Esq., of Helena, Montana, as this Company's attorney and counselor in Montana, for the year 1882, at $4,000, payable monthly in Helena, and his necessary expenses and disbursements for and on account of the business of the Company; and, in addition thereto, as Col. Sanders' services to this Company had commenced on August 15th, 1881, in the Crow Indian Reservation BOARD OF DIRECTORS. 245 business, he had agreed to pay him from that time to 1882 . December 31st, 1881, at the same rate. The salaries and compensation as thus fixed were approved by the com- mittee. The Vice-President was authorized to carry out an XT F ?F iat i? n .J >t J Northern Pacific arrangement with Messrs. Bly and Thompson, for the Coal Company. formation of the Northern Pacific Coal Company, to develop coal mines along the line of this Company's road, on the basis of a payment of one-half of the capital stock of 850,000, and Anthony J. Thomas was designated as Trustee for this Company, to hold the stock of the said coal company, and to represent this Company therein. The Vice-President was authorized to expend yearly a Tree planting x ^ ^ on line through sum not exceeding S10,000 for five consecutive years, in Dakota, planting trees on the line in Dakota, for the protection of the track against drifting snow and so forth. -:o:- BOARD OF DIRECTORS. February 16th. The President reported a temporary Engagement of engagement with E. V. Smalley to write for various pub- E ' V ' Smalley- lications concerning the Company, its lands, business and general interests, at a salary of $250 per month and his actual traveling expenses. This appointment, with its pay, was approved and confirmed from February 1st. The President submitted a letter from Charles B. Proposition for . cim t sale of this Com- \V right, the President of the Tacoma Land Company, pany's interest setting forth its condition, and, in effect, proposing a sale company. of the Northern Pacific Company's interest in the Land Company to the Oregon Improvement Company. This communication was referred to the Finance Committee with full power, and with instructions to secure for this Company all the water front it may need at New Tacoma, and all the land it may want for depot purposes and terminal facilities. An estimate by the Engineer in Chief of the cost of Estimated cost . *L of completing completing the Company's road, dated January 12th, the road. 18 32, was submitted to the Board, naming the whole 246 NORTHERN PACIFIC RAILROAD. 1882 . amount, including the Bismarck and Snake River bridges, and contingent expenses, at $24,001,100. increased com- The General Counsel was authorized to increase the pensation to Hi- , ram Hayes. compensation to Colonel Hiram Hayes, of Superior City, Wisconsin, the attorney and agent in Wisconsin, to $200 a month, commencing on the 1st of January last. The following preamble and resolution were adopted : North^rnVacmc, Whereas, this Company is the owner of the capital stock mKiiro B ad^of the Northern Pacific, Fergus and Black HiUs Railroad Company, by purchase and transfers from the original holders; and Whereas, the sum of $1,100,000 has been subscribed to the bonds of said Company for the purpose of completing its railroad from its connection with this Company's road at or near Wadena to the western boundary of the State of Minnesota, and from Fergus Falls to Pelican Rapids; and Whereas, it is necessary, in order to obtain title to the lands granted by the State, and to obtain the bonds of the County of Ottertail, that the said parts of the Northern Pacific, Fergus and Black Hills Railroad be completed by certain fixed times; and Whereas, the above mentioned sum of money may not be sufficient to accomplish the purposes aforesaid; conditions Resolved, that this Company will furnish and advance oi advance of . money. the means necessary, if any, for the completion of the above described parts of the Northern Pacific, Fergus and Black Hills Railroad after the said sum of $1,100,000 shall have been expended in construction thereof; the moneys so furnished and advanced by this Company, with interest thereon, to be repaid by the said Northern Pacific, Fergus and Black Hills Railroad Company. April 20th. The following resolution was adopted : stock in Tacoma Resolved, that the President be authorized to make such Land Company and Lake Supe- disposition of, or arrangement pertaining to, the stock of rior and Puget ^ ' & L , sound company the Tacoma Land Company, and of the Lake Superior and Puget Sound Company, belonging to this Company, BOARD OF DIRECTORS. 247 as in his judgment may seem best for the interests of all 1882 concerned. The Purchasing Committee reported the action taken Destruction of by it on the 22d of March last, in appointing a sub-corn- and other issues mittee of three to act in connection with representatives of this Company in the cancellation and destruction of all this Company's first mortgage bonds and coupons, lirst mortgage bond scrip, land warrant bonds and coupons, and land warrant bond scrip, surrendered to the committee in exchange for preferred stock under the plan of reorganization. Mr. Holmes, Mr. Barker, the Auditor, and Mr. Williams, Assistant to the President, were appointed a committee to witness and co-operate in the cancellation and destruction of said securities. A committee, consisting of Messrs. Oakes, Harris and committee on modification of Billings, were empowered to negotiate with the Oregon contract with f . b Oregon Railway Railway and Navigation Company for a modification of and Navigation the contract between that Company and the Northern Pacific Company, such as in their judgment will be best adapted to provide for the present circumstances and future requirements of this Company, or to make a new contract, if they shall deem it best, embracing all matters concerning the mutual interests of the two companies, present and prospective, and submit the same to the Board. The President reported a contract made by the contract with - 1 , ^ Cornelius Riley General Manager to give Cornelius Riley the news for news agency agency on the Eastern Divisions of our road, for five years, for $5,000 a year, with the right on the part of this Company to terminate the contract on thirty days' notice before the expiration of the first year. An offer to build a first-class hotel at Fargo, based on Proposed hotel at Fargo. a gift of land owned by this Company near its track and worth $30,000, was submitted to the Board and rejected, and the matter was referred "to the Vice-President for further negotiations. A plan to encourage the planting of forest trees in pian for en- groves, shelter belts and line wind-breaks along the line pTa'nT/ng a p- of this Company's roads in the recognized treeless region, prov by a system of free transportation of trees, cuttings and seeds, and three different premiums for success, devised 248 NORTHERN PACIFIC RAILROAD. 1882 , by Leonard B. Hodges, Superintendent of Tree Planting, was submitted to the Board and approved. Lease of rooms ^ contract of lease of the offices to be occupied by this inMiiisbuiiding Company in the D Q MiUg buUding, in Broad Street, for three years, at the rent of $10,843 per annum, was sub- mitted and approved, sale of land to The Vice-President stated to the Board for informa- H. Clark & Co. tion the terms of the contract made with H. Clark & Co., to sell to them a large body of land in the Yellowstone Valley. iand a to toH 1 ^ e General Land Agent was authorized to sell to BJ y- Eber H. Bly, at $3 per acre, half a section of land con- taining coal adjoining his mines on the fine of the Com- pany's road. born aS e?ected Charles B. Lamborn, of Colorado Springs, Colorado, sloner Commis " was chosen Land Commissioner of this Company, with a salary of $8,000 per annum. ^ e ^ a l ion8 The Vice-President was instructed to direct the General with Pillsbury & Co. concern- Land Agent to open negotiations with Messrs. Pillsbury ing pine lands. . . & Co. on the subject of the disputed purchase of pine lands in the vicinity of Gull River, with the view of arriv- ing at the best solution of the matter in the interests of the Northern Pacific Company. r. m. Newport's The salary of R. M. Newport, General Land Agent, was salary increased J x increased from $4,000 to $5,000 per annum. commissions A resolution was adopted approving the policy of to agents selling . . , ,, i * i j land. allowing commissions for the sales ol land. l. n. cary-s An application of L. N. Cary, of Mandan, Dakota, to application to i ^ x J buy three sec- buy three sections of land at Antelope Section on tions. irregular terms, was referred with power to the Vice- President. : o : EXECUTIVE COMMITTEE. Final location May 9th. The Chief Engineer having forwarded a of portion of Wisconsin Di- ma p of that part of the Company's main line of railroad Tision. r L .... which extends from a point on said main line in Section 1 of Township 48 North, Range 17 West, of the fourth principal meridian in the State of Minnesota, to the cross- ing of Bad River, in Section 15 of Township 47 North, EXECUTIVE COMMITTEE. 249 Range 2 West, of said meridian, in the State of Wisconsin, 1882. duly verified by his affidavit, a resolution was adopted approving and definitely fixing the line as located on the said map, and directing the President to certify the same and cause it to be filed in the office of the Commissioner of the General Land Office. The Chief Engineer having made and forwarded a map fr J 1 | 1 n ^e 1 Yeiiow n of that part of the Company's main line of railroad which stone to the x r J Little Blackfoot. extends from the last crossing of the Yellowstone River, in Section 18, in Township 2 South, Range 10 East, of the Montana principal meridian, to a point on the Little Blackfoot River in Section 1 of Township 9 North, Range 7 West, all in the Territory of Montana, duly verified by his affidavit, a resolution was adopted approving said map and definitely fixing the line of the Northern Pacific Railroad as indicated thereon, and authorizing the Trustee to file the map in the office of the Commissioner of the General Land Office. The Chief Engineer having made and forwarded a map Final ^u*} 11 of that part of the Company's main line of railroad which Blackfoot to r * "' Flathead Reser- extends from a point on the Little Blackfoot River invation. Section 1 of Township 9 North, Range 7 West^of the Montana principal meridian, to the southerly line of the Flathead Indian Reservation, in Township 15 North, Range 20 West, all in the Territory of Montana, duly verified by his affidavit, a resolution was adopted approv- ing the said map and definitely fixing the line of the Northern Pacific Railroad as indicated thereon, and reqesting the President to cause the map to be filed in the office of the Commissioner of the General Land Office. The Chief Engineer having made and forwarded a map Final location ,. . f across the Flat- of that part of the Company's main line of railroad which head Reservation extends from the southern boundary of the Reserve for the Flathead Indians, thence north-westerly across the south-western part of said Reserve to the western bound- ary of the same, all in the Territory of Montana, duly verified by his affidavit, a resolution was adopted approv- ing said map and definitely fixing the line of the Northern Pacific Railroad as shown thereon, and requesting the President to cause the map to be filed in the office of the Commissioner of the General Land Office. 250 NORTHERN PACIFIC RAILROAD. 1882 , The following preamble and resolution were adopted: ot fateiai^^road Whcrea>; there are large extents of territory on either resolution of s id e f } le \\ n(i f ^his Company's railroad as now con- August 18th,1881 r "* structed and to be constructed under the Charter of the Company and the supplements thereto, capable of furnishing valuable and remunerative business and traffic for the Company's road, provided sufficient and eligibly located lateral roads or branches shall be constructed therein; and Wherea*, it is deemed to be an imperative duty devolv- ing upon this Company to encourage by proper and law- ful means the development of such territory, particularly the lands embraced within and contiguous to the Com- pany's granted lands, by bringing the same under settle- ment and cultivation and making its natural resources available, and by affording to settlers the means of reach- ing market with the products of the soil and the fruits of their industry; and Whereas, it is indispensable for the present and future interests of this Company that such territory, so far as transportation is concerned, shall be occupied by parties whose alliance with this Company shall be secured, to the end that it, and not rival or hostile interests, shall obtain, have, hold and enjoy the benefits, advantages and profits arising, and to arise, from the development of the country and its resources, and the business and traffic thereof ; and Whereas, other railroad corporations propose to con- struct such lateral roads or branches connecting with this Company's railroad and extending into or through such territory; therefore, Resolved, that if, and whenever, any railroad company, thereto lawfully authorized, shall construct, complete and finish in all respects ready for operation, to the approval and satisfaction of this Company's Chief Engineer, a rail- road of the same gauge as that of the Northern Pacific Railroad, connecting therewith at such point as this Com- pany shall direct or approve, and extending into or through EXECUTIVE COMMITTEE. 251 the territory naturally tributary to, or dependent upon, 1882. tins Company's railroad, this Company will enter into a contract with such Company for and respecting the inter- change of freight and passenger traffic upon the following terms, namely : the earnings of all joint or interchanged traffic shall be divided between both on a mileage basis, but in fixing the mileage, the actual number of miles of transportation of such traffic over the road of the other company shall be doubled. Such other company shall transact and caused to be transacted its entire business, shipping and receiving, so far as it legally may (except local), with and by this Company's road and no other. The contract shall continue for ninety-nine years, and this Com- pany will agree in the contract that the net earnings from all sources of said connecting lateral road or branch, from and after the expiration of two years after the completion and acceptance of any- part or parts thereof, shall amount to at least 81,400 per mile thereof in operation under the contract per year. But no contract shall be made or entered into with any such Company, unless its road shall be, or shall have been, located precisely and throughout on such line and to such terminus as the Board of Direct- ors of this Company shall by resolution designate or approve, and shall be, or shall have been, constructed to the satisfaction and acceptance, or under the direction, of this Company's Chief Engineer ; nor unless the said lateral road or branch shall be fully completed ready for opera- tion within such time as the Board of Directors of this Company shall specify or require ; nor unless the entire of the capital stock of such company shall be assigned or transferred to a trustee or trustees to be appointed by this Company and for this Company's sole use^and benefit, the said stock to be held by such trustee or trustees or any successor or successors (also to be appointed by this Com- pany) during the existence of said contract, except a suffi- cient number of shares to qualify Directors; meantime the sole right to dividends on all said stock, and the right of voting thereof, to be and remain in this Company; and at the termination of said contract, the entire of said 252 NORTHERN PACIFIC RAILROAD. 1882 . capital stock to be assigned and transferred to this Com- pany. The contract shall provide that such other company shall, on the reasonable demand of this Company, extend and construct its line of railroad to such other point or points, or construct such branch or branches, or both, as this Company shall specify and designate. -:o: BOARD OF DIRECTORS. vice-president May 2oth. The Vice-President reported his recent tour inspection" f inspection of the Company's main line and branches to a point fourteen miles east of the crossing of the Big Horn River in Montana. Lease to c. a. The Vice-President reported in favor of a lease from Lounsberry. year to year to C. A. Lounsberry, of Bismarck, of a lot occupied by him in that town on the Company's right of way. The report was adopted, and the President or Vice- President authorized to execute such lease. commission* The Vice-President stated that it had been decided not n sa es o ant j. Q p U ki{ c iy offer commissions on sale of lands, but to pay commissions at such times and in such manner as will best promote the interests of the Company. Sale of pine The Vice-President reported that the sale of piue tim- piiisbury a &co. ker land or stumpage thereon to Pillsbury & Co. had been definitely arranged. Bight h Leighton, of that place, was authorized on the recom- mendation of the Vice-President, with a condition that Leighton shall permanently establish at least sixteen families on the land within a limit of time to be fixed by the Land Commissioner, BOARD OF DIRECTORS. 253 1882. The whole matter in issue between this Company and committee on the St. Paul, Minneapolis and Manitoba Railway Com- s [ Paui^Minne- pany was referred with power to a committee consisting J*ba ls ai Raiiway of Messrs. Barney, Oakes, Harris, Villard and Ellis. company. Mr. Holmes, one of the representatives of this Company heretofore appointed to witness and participate in the destruction by a sub-committee of t!)e Purchasing Com- mittee of the 7.30 bonds and other indebtedness issues Destruction of old securities. of the old organization, presented an affidavit from such committee stating that they had witnessed the destruction of such securities by fire in a furnace belong- ing to the Delamater Iron Works at the foot of East Thir- teenth Street, in ihe City of New York; also an affidavit on the same subject from George Follett, Assistant Treas- urer of the Company, who had been in charge of such securities. August 17th. The Finance Committee reported by I , r) 4"{enuo \Jr- reading the result of its meeting held on the 16th of row py, viz.: "Resohjed, that in consequence of the unexpected financial require- ments of this Company by reason of delays in the approval by the Government of completed sections of the road, and the large expenditures the Company has been and will be required to make in order to carry on the work of construction with requisite dispatch, to sea- sonably procure materials for the track, and to provide equipment for the operation of the road, this committee do recommend and advise the Board of Directors to au- thorize the President of the Company to borrow money on such terms as in his judgment will be for the interest of the Company, for the purpose of paying moneys here- tofore borrowed, and of replacing other moneys hereto- fore used to carry on the construction and equipment of the road, and for the purpose of providing against like contingencies hereafter ; and to authorize and empower 254 NORTHERN PACIFIC RAILROAD. iji82. hi m to execute such security or securities as may be legally and properly given by the Company, in view of the provisions of the Acts of Congress and of the plan of reorganization respecting the issuing of bonds and the making of liens and mortgages; which resolution, after full and general interchange and expression of the views of the members, was, with the other acts of the Finance Committee, approved by the Board ; therefore, Rewired, that the President of the Company be, and he is hereby, authorized and requested to borrow money on such terms and for such time as in his judg- ment will seem to be for the interest of the Company, for the purpose of repaying moneys heretofore borrowed, and of replacing other moneys heretofore used, to carry on the construction, and to purchase the equipment of the Company's road, and for the purpose of providing against like contingencies hereafter; and that he be, and he is hereby, authorized and empowered to give, make, execute and deliver for and in the name of the Company such security or securities for the payment of the money he shall borrow, under the authority of this resolution, as may be legally and properly given or made by the Com- pany in view of the provisions of the Acts of Congress and of the plan of reorganization respecting the issuing of bonds and the making of liens and mortgages. Agreement with The special committee to harmonize the differences neapoiis ' aiVd De * ween this Company and the St. Paul, Minneapolis and Manitoba cora. Manitoba Railway Company reported through the Presi- dent that the terms of an agreement had been arranged, and that the papers to complete the same were prepared on our side, and were in preparation on the other, judiciary com- The conclusion of the report of the Judiciary Com- mittee on the bills referred to it to forfeit this Company's Land Grant unearned, which report involves a recognition by the Government of this corporation as reorganized, was stated to the Board by the President. Right of way A certified copy of the Act of Congress to ratify the Indian h Reservr- agreement with the Crow Indians to sell this Company tlon - the right of way through their reservation was submitted and the following resolutions adopted : BOARD OF DIRECTORS. 255 Resolved, that this Company hereby accepts the condi- 1882. tions of Section 3 of the Act of Congress of the United States of America, entitled "An Act to accept and ratify an agreement with the Crow Indians for the sale of a por- tion of their reservation in the Territory of Montana required for the use of the Northern Pacific Railroad, and to make the necessary appropriations for carrying out the same," approved July 10th, 1882; and the President of this Company is hereby requested and authorized to file with the Secretary of the Interior within sixty days from the said 10th day of July, 1882, this Company's written acceptance of the said condition, signed by him for and in the name of the Company, accompanied by a copy of this resolution certified by the Secretary under the cor- porate seal. Resolved, that the Treasurer be. and he is hereby, authorized and directed to pay to the Treasurer of the United States, as soon as may be, but before the 8th day of September next, the sum of $25,000, in compliance with and fulfillment of the condition of Section 3 of the Act of Congress of the United States of America, entitled " An Act to accept and ratify an agreement with the Crow Indians for the sale of a portion of their reservation in the Territory of Montana required for the use of the Northern Pacific Railroad, and to make . the necessary appropriations for carrying out the same," approved July 10th, 1882. Authority was given to the Vice-President to renew the steel rails on i < i -itt i n ii m Western Railroad track of the Western Railroad of Minnesota with steel of Minnesota, rails, and to use the substituted iron rails elsewhere. The contract to construct the Missoula Division of this Washington Company's road, executed by Washington Dunn, but not executed on behalf of this Company, was submitted and referred with power to the Executive Committee. Heman Clark & Co.'s contract, dated July 1st, 1882, to Heman ciark do certain construction work from the west end of the to Muiian Tun- Yellowstone Division to a point near the Mullan Tunnel, was presented and approved. The President was authorized to contract with Harlan Columbia River & Hollingsworth, of Wilmington, Delaware, for an iron 250 NORTHERN PACIFIC RAILROAD. 1882 , steam transfer boat for this Company's use in crossing the Columbia River opposite Kalama, in accordance with specifications submitted to the Board. Hotel at oiendive The agreement of Anton Klaus and E. C. Waters with this Company and the Yellowstone Land and Colonization Company to construct and keep a hotel at Glendive was approved. Herman Trott The accepted resignation by R. M. Newport of the acting General x o ^ x Land Agent in office of General Land Agent of this Company was pre- place of R. M. & ., .tt Newport, re-sented, and the appointment by the President of Herman Trott as Acting General Land Agent, to take effect on July 1st last, at a salary of $4,000 a year, was approved. Gift of Missoula a. proposal from citizens of Missoula, Montana, to donate town lots. T to this Company certain lands in that town, on condition that the Company locate its freight and passenger depots at a point in the town designated, was submitted to the Board, and the President was authorized to accept the offer. ^ProposiHoiwof Tn e President reported applications, by General and Crawford Merrill, of the Army, and Crawford Livingston, of New Livingston in " J relation to town York, to purchase or acquire otherwise an interest in the sites declined. Company's projected town site of Livingston, in Gallatin County, Montana. The President was authorized to decline these and all similar applications. Edwin stone's The salary of Edwin Stone, the Company's General salary increased ^ to $4,0011. Land Agent at Helena, Montana, was increased from $3,000 a year to $4,000, to take effect from January 1st, 1882. eh. c.Tayior rp^g President announced the retirement from the Auditor for the Pacific coast, vice ffi ce G f Auditor for the Pacific coast of Mr. C. H. Scott, Scott, resigned. and the appointment of E. H. C. Taylor in his place. Lease of Mills The lease of the offices in the Mills building, New York, occupied by the Company, under a rental of $15,320 a year, was submitted and approved. Modified con- rpj ie committee appointed to consider a modification of tract with Oregon A r # Railway and ^ e contract between the Oregon Railway and Navigation Navigation Com- * pany. Company and this Company reported the form ot an agreement between the two companies to modify the con- tract in particulars set forth. The report was accepted, and the President authorized to execute the contract as so modified. BOARD OF DIRECTORS. 257 1882. A resolution was adopted accepting from the United Acceptance of States Government under the provisions of the Act of Government Congress of June 30th, 1882, fifty per cent, of the amount transportation. found due by the Quartermaster's Department for trans- portation service rendered during the fiscal year ending June 30th, 1883, in full of demands for such service. A resolution was adopted authorizing the Land Com- , ^^ ^^ r land offices to be missioner to locate the office for the sale of lands on the concentrated at Portland. Pacific coast where he shall deem it to be best, and to make the reforms indicated in his letter of July 25th, which recommended the concentration at Portland, Oregon, of the three land offices now established at Tacoma, Portland and Cheney, and the management at that point of the entire business of the Pacific Land District. Mr. Cheney narrated the necessity he felt under to Mr^hene/s make a loan of money to Mr. Rowland, one of the original the Rowland sii- > ver service. associates of Mr. Perham in procuring the incorporation of the Northern Pacific Railroad Company, in recognition of whose services at Washington and elsewhere the first Board of Directors had voted him a silver service ; how Mr. Rowland had pledged the service for the loan, and had failed to redeem the pledge, and how he, Mr. Cheney, had sent it to a safe deposit company and had paid for storage more than the value of the pledge. Under these circumstances he begged the Board to come to his help and relieve him by accepting the silver as a gift. The Board accepted the gift. It was resolved that George Gray, the Company's Co ** f } ai ^ General Counsel, be authorized to demand and receive against the Gov- ernment, from the United States the moneys due this Company for transportation of persons, mails and property for the Quartermaster's Department, and of Indian goods and supplies, and to that end to bring, and prosecute to final judgment,- the necessary suit or suits in the Court of Claims of the United States. The President was authorized to appoint Herman Trott, ae nerai an Lan d the recently appointed Acting General Land Agent, this A s ent - Company's General Land Agent, and he was so named and declared. 17 258 NORTHERN PACIFIC RAILROAD. 1882. Length of road The President submitted a statement of constructed road on August 15th. On that day was completed of the main line 1,279 miles, of which there had been accepted by the Government 1,004 miles. -:o:- EXECUTIVE COMMITTEE. to^p^ove^and August 17th. A resolution was adopted appointing s H pe e ciai I Sommi8^ Herman Trott > of st - Paul > Minnesota, agent for this sioner. Company in the place of R M. Newport, resigned, for and in its name, to approve and countersign all contracts for sales made by the special commissioner, in pursuance of the order of the Circuit Court of the United States for the District of Minnesota, in the suit in equity wherein this Company is complainant, and the St. Paul and Pacific Railroad Company and others are defendants. -:o:- BOARD OF DIRECTORS. preferred n stock n Septembee 14th. The following preamble and resolu- tion were adopted : Whereas, the accounting officers of the Company have ascertained the total net earnings of the Company's rail- road, defined in the plan of reorganization, from October 1st, 1875, to June 30th, 1882, inclusive, with interest to the 1st day of January, 1883, to amount to the sum of $4,667,490^ ; and Whereas, the entire of said net earnings has been necessarily used for construction purposes, and hence is not now available for distribution to the holders of the preferred stock ; and Whereas, it appears from careful estimates made by the proper officers of the Company that the available BOARD OF DIRECTORS. 259 means from the proceeds of the $40, 000,000 of General 1882. First Mortgage Bonds, and from other sources, will suffice to complete and equip the main line from Lake Superior to the Pacific Ocean before the close of the year 1883. Therefore he it Resolved, that a dividend of H^V per cent, be, and the same is hereby, declared upon the preferred stock of the Company to the preferred stockholders of record of December 10th, 1882, for which there shall be issued the obligations of the Company, dated the 1st day of January, 1883, bearing interest at the rate of six per cent, from that date, payable annually, for the amount to which each stockholder may be entitled, in full of all claims on account of the net earnings of the Company up to the 1st day of July, 1882 ; that the said obligations shall be pay- able at the end of five years, but redeemable after one year at the pleasure of the Company, upon thirty days' notice, in amounts of not less than twenty per cent, to each holder ; that the Finance Committee be, 'and they are hereby, directed to prepare the form of the obligation and receipt to be signed by the stockholders, to be sub- mitted to the Board for its approval ; that for the purposes of this dividend the transfer books of the Company shall be closed from December 9th, 1882, to January 15th, 1883, inclusive, and that said obligations be deliverable on and after that date. A resolution was adopted approving and definitely Location of fixing the line of the Northern Pacific Railroad as laid Portland and down on a map of that portion of the Company's main am line which extends from the City of Portland, in the State of Oregon, to a junction at Kalama with the constructed road between Kalama and New Tacoma, in the Territory of Washington, made by the Supervising Engineer, and duly verified by his affidavit on the 3d day of May, 1882. The President was requested to certify the said plat, and cause it to be filed in the office of the Commissioner of the General Land Office. A preamble and resolution were adopted releasing J. j.l. Weymouth L. Weymouth from the obligation of a certain writing bis bond. executed by him to the Northern Pacific Railroad Com- pany, the Company never having complied on its part 260 NORTHERN PACIFIC RAILROAD. 1882 , with the conditions of the said obligation by the location of permanent station buildings, as provided in the said obligation, upon the parcels of land therein specified. Bight of way The President reported that the Company's right of head Reservation way to the Flathead Indian Reservation in Montana, which was granted to the Company by its Charter, had been acquired by negotiation. Leases of The General Manager of the Eastern Division was ground for grain , elevators. authorized to execute leases of sufficient ground to responsible parties for the erection and operation of grain elevators at suitable points or stations on the line of the road or branches, such leases to be of the form heretofore in use, and to be approved by the President or Vice-Presi- dent before execution by the General Manager. Land Commis- September 15th. The Land Commissioner, Charles B. sioner's policy. Lamborn, came before the Board and presented his views of the true policy of administering the Company's lands, and reported that he had withdrawn from sale lands of a certain character designated, in Montana and eastern Washington Territories. The Board approved of his action. Purchase of the The matter of the purchase of the so-called "Keeney Keeney property x . property ' in Fargo was referred to the executive officers of the Company with power. white 86 to W " H ' ^ e I jan( i Commissioner was authorized to lease to W. H. White a gore of the Company's land in Fargo for use as a lumber yard for a term of three years. Klaus & Hagar's The alleged claim of Klaus & Hagar to have the right to purchase eighty acres near Jamestown, Dakota, at $10 per acre, was rejected by the Board, and the Land Com- missioner was authorized to sell to them the land in question at $50 per acre and not less. Land commis- It was resolved that the appointment or employment sioner to appoint * * a n d discharge and discharge of all officers, agents, clerks and others, Land Depart- employees of the Company's Land Department, be com- mitted to the Land Commissioner, and he shall also fix the salary, wages or other compensation to be paid them, provided that the appointment or employment of all employees whose compensation exceeds the rate of $1,800 a year shaU be subject to the approval of the Board. BOAED OF DIRECTORS. 261 Septembee 21st. At a meeting of the stockholders of 1882. the Northern Pacific Eailroad Company held this day at the offices of the Company in Mills Building, New York, the following gentlemen were elected Directors for the ensuing year: Fbedebick Billings, of New York. .New Board of Directors. Ashbel H. Babney, of New York. John W. Ellis, of New York. Rosewell G. Rolston, of New York. Robebt Habeis, of New York. Thomas F. Oakes, of New York. J. Pierpont Mobgan, of New York. August Belmont, of New York. Henby Villabd, of New York. J. L. Stackpole, of Boston. Benjamin P. Cheney, of Boston. John C. Bullitt, of Philadelphia. Henby E. Johnston, of Baltimore. Octobeb 6th. The first meeting of the Directors elected Meeting of new i -i-i-i-i iir-.iT Koiii -l .Board of Diroct- by the stockholders on the 21st day of September lastors. was held to-day. The following officers were elected: President, Henby Villabd. Election of of- ficers. Vice-President, Thomas F. Oakes. Second Vice-President, Anthony J. Thomas. Secretary, Samuel Wilkeson. Treasurer, Robebt L. Belknap. The President announced the appointment of the stand- ing committees as follows : Executive Committee Frederick Billings, Robert Harris, Executive J. L. Stackpole, Benjamin P. Cheney, Thomas F. Oakes, Committee - Henry Villard (ex officio). Finance Committee J. Pierpont Morgan, August Bel- Finance Com- mont, John W. Ellis, Rosewell G. Rolston, Ashbel H. mi Barney, Henry Villard (ex officio). Novembeb 16th. The Finance Committee submitted for Preferred stock approval the forms of the obligation to be given by the approved. Company for the dividend on the preferred stock and of 262 NORTHERN PACIFIC RAILROAD. 1882. the receipt to be taken therefor, the power of attorney to be executed by absent stockholders, etc. All these forms were approved. Agreement The committee appointed on the 25th May last to with St. Paul ,1 -,.. i -, Minneapolis and harmonize the differences between this Company and the way Company. St. Paul, Minneapolis and Manitoba Railway Company, reported in writing their action in the premises. With their report they presented four contracts duly made and executed. The report was accepted and approved by resolution of the Board, and the committee discharged. Execution of A. preamble was adopted reciting the circumstances of contracts with x * st. Paul, Minne- the negotiation with the St. Paul, Minneapolis and Mani- apolis and Man- . r itoba Railway, toba Railway Company, followed by the following reso- lutions: Resolved, that the contract designated " General Con- tract," between the Saint Paul, Minneapolis and Manitoba Railway Company, party of the first part thereto, and this Company, party of the second part thereto, bearing date the 1st day of October, A. D. 1882, executed for and on behalf of this Company by the signature of its President and under its corporate seal attested by the Secretary, and also executed in like manner by the said the St. Paul, Minneapolis and Manitoba Railway Company, be, and the same is hereby, ratified and confirmed ; and Resolved, that the agreement between the St. Paul, Minneapolis and Manitoba Railway Company, party of the first part thereto, aud this Company, party of the second part thereto, bearing date the 1st day of October, A. D. 1882, executed for and on behalf of this Company by the signature of its President and under its corporate seal attested by the Secretary, and also executed in like manner by the said the St. Paul, Minneapolis and Manitoba Railway Company, marked ' : Schedule B," and annexed to the ' ' General Contract " of the same date, made by and between the same parties, be, and the same is hereby, ratified and confirmed; and Resolved, that the agreement between the Minneapolis Union Railway Company, party of the first part thereto, and this Company, party of the second part thereto, bearing date the 1st day of October, A. D. 1882, executed BOARD OF DIRECTORS. 263 for and on behalf of this Company by the signature of its 1882. President and under its corporate seal attested by the Secretary, and also executed in like manner by the said Minneapolis Union Railway Company, marked " Schedule C, " and annexed to the " General Contract" of the same date, made by and between the St. Paul, Minneapolis and Manitoba Railway Company and this Company, be, and the same is hereby, ratified and confirmed. The President reported his application to the Govern- Application , , i /-h j t rm ! for Government ment to appoint Commissioners to examine 100 miles of Commissioners. completed road in the Yellowstone Valley and twenty-five miles on the Clark's Fork Division. A correspondence with the syndicate of bankers was Extension of .,.-,. i-i -r> t it syndicate's op- submitted, in which the President replied to a declara- tion to take $5,- tion, of date September 30th, of an option to take $5,000,000 of our bonds, that in compliance with the terms of the agreement between them and this Company he extended the option exercised until this Company should be ready to deliver the bonds called for by them ; this Company, however, being prepared to deliver immediately 625 bonds. The bond of Paul Schulze, of Portland, Oregon, this Pauischuize's bonds. Company's General Land Agent for the Western District, in the penal sum of $20,000, was presented and approved. The President reported that notice had been given to Express bat- Wells, Fargo & Co. that this Company would do its own coast. and a general express business over its lines on the Pacific coast on and after January 1st next. Correspondence with the Department of the Interior Timber cutting . ., ... . _,. , , _ , , on Flathead about the cutting of timber on the Flathead Indian Reservation. Reservation for this Company's use in construction was submitted, in which the right to cut was acknowledged, and permission to do so was given on terms and condi- tions stated. The following resolution was adopted : Resolved, that the President or the Vice-President may, Exchange of until otherwise directed by the Board, permit and order preferred stock. the exchange of 7.30 bonds, coupons and scrip, and land warrant bonds, coupons and scrip, issued by the former 264 NORTHERN PACIFIC RAILROAD. 188a * organization for the preferred stock reserved for that pur- pose, in all cases where in his judgment there is no want of equity or good faith on the part of the applicants. conveyance of A resolution was adopted declaring that deeds of con- right of way to x branch lines, veyance of a strip of land for a right of way of the width of 400 feet that is, 200 feet on each side of the centre line of the main track of each and every line of rail- road operated or intended to be operated by this Com- pany as a branch of its main line when such line passes through or within 200 feet of any part of the Company's granted lands, be executed by the proper officers of the Company under its corporate seal, and be duly acknowl- edged and delivered so as to confirm to and for said branches the title to said right of way. Quantity of A communication from the General Counsel was pre- fer which this sented, showing the quantity of surveyed lands for which right to patents, this Company is now entitled to have patents from the United States, namely: ACRES. In the State of Minnesota, but not including lands in conflict with the St. Paul, Minne- apolis and Manitoba Railway Company. . 685,000 In the Territory of Dakota 5,600,000 Montana 485,000 Idaho 92,000 Washington 4,250,000 11,112,000 and exclusive of the lands appertaining to the twenty- five miles of road from the junction to Superior. Accom- panying this communication was a statement of the cost of surveying and selecting and conveying these lands, $382,975, estimating such cost at three and one-half cents per acre, in addition to Land Office fees. ^"for^te t ^ WaS reso ^ ve ^ tna * tin Company shall proceed with and pay cost of due diligence to obtain patents from the United States obtaining. _ . confirming the title of the Company to the lands granted to it by Congress to aid in the construction of the road, as provided in Section 4 of the Charter. And the President is hereby instructed to cause the necessary steps to be taken to obtain patents by reason of con- BOARD OF DIRECTORS. 265 structed road, heretofore approved by the President of 1882. the United States, and from time to time hereafter as constructed road shall be so approved. And, further, that the President be authorized and instructed to cause to be paid into the treasury of the United States the cost of surveying, selecting and conveying said lands from time to time as such patents are issued or applied for, and that he make such payments either under or without protest, as he may deem best for the interests of the Company. Charles B. Lamborn, Land Commissioner of the chas. b. Un- born agent to Northern Pacific Railroad Company, was appointed agent select lands. of the Company to select all lands, both lands in place and indemnity lands, inuring to it in the States of Wisconsin, Minnesota and Oregon, and in the Territories of Dakota, Montana, Idaho and Washington. The President reported to the Board the need and contract with .,.,.,. -r\ ii i /-\ < Northern Pacific advantages of terminal facilities m Portland, Oregon, for Terminal Co. the traffic of this Company, and the advantage of having them in connection with the three other local transportation companies with which this is affiliated, and, using a map, showed the locality and character of these facilities to be provided by a corporation organized in Oregon, and called the Northern Pacific Terminal Company of Oregon. The President then submitted the form of a contract between that Company and this, and the whole subject was referred with power to the Executive Committee. The President reported in detail the gift to this Com- Gift of too acres pany by owners in Bozeman, Montana, of about 700 acres of land on the edge of that town's site for the accommoda- tion of the Company's depot, shops, and other erections and uses. The Engineer in Chief having forwarded a map of the Final location definite location of this Company's main line of railroad point to mouth in the Territories of Idaho and Montana from a point about three miles south of Sandy Point, in Idaho Terri- tory, extending thence eastwardly around the north shore of Lake Pend d'Oreille and up the valley of Clark's Fork of the Columbia River to a point on the north bank of said river opposite the mouth of the Missoula River, in the Territory of Montana ; a 266 NORTHERN PACIFIC RAILROAD. 1882 > resolution was adopted approving and adopting said map and the line of road as indicated thereon, and author- izing the President to certify the same and cause it to be filed in the office of the Commissioner of the General Land Office in Washington. EXECUTIVE COMMITTEE. Contract with November 20th. President Yillard submitted to the Terminal Co. 1 committee a draft of a preliminary contract between the Northern Pacific Terminal Company, party of the first part, and the Northern Pacific Railroad Company, the Oregon Railway and Navigation Company and the Oregon and California Railroad Company, parties of the second part, whereby the Northern Pacific Terminal Company agrees, among other things, to provide and maintain in good order grounds, docks, yards, piers, wharves and elevators, depot buildings, coal bunkers, station houses, warehouses, round houses, machine shops, tracks, side tracks, and other necessary structures and superstruc- tures adequate for use and occupation in common by the Northern Pacific, the Oregon Railway and Naviga- tion, and the Oregon and California Companies, and such other transportation companies as shall be permitted to use the same by agreement of the parties to said contract, in the vicinity of the Cities of Portland and East Portland, in the State of Oregon, and to let the same, including certain other lands, improvements and structures specified in said contract, to the parties of the second part for the term of fifty years; whereupon a resolution was adopted approving the said proposed preliminary contract, and authorizing the President to execute the same in the name of this Company. Acceptance of A resolution was adopted approving and accepting, as Fargo andsouth" f the 1st day of November instant, a section of the Fargo western Railroad and South-western Railroad, being thirty consecutive miles in length, and connecting with the main line of the Northern Pacific Railroad, in accordance with the provi- sions of Section 2 of the tripartite contract dated July EXECUTIVE COMMITTEE. 267 1st, 1882, between the Fargo and South-western Eailroad i_882. Company, the Northern Pacific Railroad Company and the Oregon and Transcontinental Company; and further, that the said tripartite contract applied to and governed the section of the said Fargo and South-western Eailroad above described until the end of the term of said contract or so long as the same shall continue in force. A resolution was adopted accepting, in accordance with Acceptance of . . . _. . , . twenty miles of the provisions ol Section 2 of the tripartite contract, dated Jamestown and the 1st day of July, 1882, between the Jamestown and road. Northern Railroad Company, the Northern Pacific Railroad Company and the Oregon and Transcontinental Company, a section of the Jamestown and Northern Railroad, being: twenty miles of its length from the point of connection with the Northern Pacific Railroad on its main line one mile west of Jamestown, Dakota Territory, and providing that the said tripartite contract shall apply to and govern the section of said road above described from the 1st day of November, 1882, so long as it shall continue in force. November 22d. The subject of insuring the Conrpany's insurance of insurable property was submitted to the committee by P ropcrty\ Pan> * the Vice-President, and a special committee consisting of Mr. Harris, Mr. Thomas, the Second Vice-President, and Mr. Belknap, the Treasurer, were appointed, with full power to get on the best terms in sound companies insur- ance of this Company's insurable property usually in- sured by it. The President submitted the resignation of General Qm- spragues Sprague, the Company's General Superintendent on the Pacific coast, to take effect January 1st next, and stated that he had accepted the resignation and had appointed to the office thus vacant J. M. Bucklev, with the title of J - M - Buckley " appointed As- Assistant General Manager, and the salary that General distant General _,, _ . _ . Manager. Sprague received. The President's action m this matter was approved. A sale reported by the Land Commissioner of 165 acres ^i 6 of la , nd . ^ near Bismarck. adjoining the town site of Bismarck, for the price of $50,000, was approved. A resolution was adopted accepting from the United ^HJjJf 6 * ^m States under the provisions of the Act of Congress of the Government 268 NORTHERN PACIFIC RAILROAD. 1882 , August 5th, 1882, fifty per centum of the amount found due by the Quartermaster's Department for transportation services rendered during the year ending June 30th, 1881, in full of demands for such service; and the Treasurer was authorized to execute such papers as shall be neces- sary to carry this resolution into effect. Purchase of The purchase by the General Manager of thirty-six lots land for Braioerd x * . " hospital. of land in Brainerd for the use of the Company's General Hospital in that place for the price of $1,200 was approved. appoint^ m As- ^e a PP om tment by the Land Commissioner of R. J. sistant Land "Wernyss as Assistant Land Commissioner, at a salary of Commissioner. ^ J $4,000 per annum from November 1st last, was approved. i!Ld" Agffrt Also tlie appointment of G. M. Cumming as the Com- superior. pany's Land Agent at Superior, Wisconsin, at a salary of $2,000 per annum. Acceptance of A resolution was adopted in accordance with the pro- twenty miles . , 1 x Jamestown and visions of Section 2 of the tripartite contract dated the 1st road. day of July, 1882, between the Jamestown and Northern Railroad Company, party of the first part, this Company, party of the second part, and the Oregon and Transcon- tinental Company, party of the third part, approving and accepting as of the 4th day of December, 1882, a section of the Jamestown Northern Railroad, being twenty con- secutive miles in length, and connecting with the main line of the Northern Pacific Railroad. Acceptance of A resolution was adopted in accordance with the pro- twenty miles of . . J x Fargo and South- visions of Section 2 of the tripartite contract dated the 1st day of July, 1882, between the Fargo and Southwestern Railroad Company, party of the first part, this Company, party of the second part, and the Oregon and Transcon- tinental Company, party of the third part, approving and accepting as of the 4th day of December, 1882, a section of the Fargo and Southwestern Railroad, being twenty consecutive miles in length, and connecting with the main line of the Northern Pacific Railroad. Lease of prem- An executed lease by this Company to W. G. Peck and w. g. Peck and D. E. Little of premises on Rice's Point, in Duluth, Min- nesota, bounded between St. Louis Bay, Maple Street, Second Street and Pine Street, for a term of ten years, was approved. PROCEEDINGS OF THE FINANCE COMMITTEE. The Finance Committee of the Board of Directors of the 1873 , Northern Pacific Railroad Company met November 8th, 1873. The Treasurer was requested to instruct R. M. New- instructions to * i _ R. M. Newport. port, Assistant Treasurer at Brainerd, not to keep any currency or other funds belonging to this Company in his office or safe beyond the amount necessary for petty expenses, and that as fast as collected he shall deposit his funds, in sums not less than $1,000, in the North-western National Bank, and take its certificate of deposit in the name of some person to be designated by the Treasurer, and remit to the Treasurer in New York. The President was directed to order J. C. Ainsworth Oregon steam not to transfer any of the Oregon Steam Navigation Com- panes' 'TtoTk pany's stock held by Jay Cooke or by the firm of Jay cooke & Co. ay Cooke & Co., hypothecated to him or that firm by A. H. Barney, Treasurer, or allow any of it to be transferred without the consent of this Company, and not to pay any dividends on said stock to any person except the Treasurer of this Company or upon the order of the Company. November 12th. The Treasurer was directed to charge Richard D.Rice Richard D. Rice on the books of this Company with $8"lua Wlth the sum of $8,744.43, the same having been erroneously credited to him on account of salary as Vice-President on the 2d day of August, 1872. 270 NORTHERN PACIFIC RAILROAD. 1874 > March 13th, 1874. A communication from the Treas- saie of $50,000 urer was read, informing the committee that under a bonds at 36. resolution of the Executive Committee of March 5th, 1874, he had sold to C. Tower $50,000 Northern Pacific Rail- road Company's bonds at thirty-six, that being the best price obtainable for the same, and he not being able to borrow any money on said bonds. The sale thus made was approved by the committee. sale :oi 'Northern The Treasurer communicated a letter from the Chair- :wand37. man of the Finance Committee, dated Philadelphia, March 9th, 1874, reporting that he had sold of this Com- pany's bonds $40,000 @ 36, $100,000 @ 37, $50,000 ( 36, flat, January coupons on. A resolution was adopted approving the above sales. The following resolution was adopted : Treasurer to Resolved, that the President or Chairman of the Finance pay interest on renewal of com- Committee be authorized at any and all times to instruct pany's paper. the Treasurer to pay such rates of interest in renewal of this Company's paper as they may think necessary to save the collaterals to said paper from being sacrificed. Treasurer to The Treasurer came before the committee and stated that take up Com- pany's indebted- the Company owed call loans to the amount of $37,000 in ness on call loans . , gold and $25,000 in currency, for the payment of which no provision has been made. Thereupon the following resolution was adopted: Resolved, that the Treasurer be directed to take up, on the application of the holders, all or any portion of said indebtedness, with interest thereon at seven per cent., with the bonds of this Company at forty flat, with the January coupons attached. 1875. September 6th, 1875. That the Chairman of the Finance chairman au- Committee was authorized and instructed to take up all up outstanding the outstanding and unpaid promissory notes and other evidences of indebtedness against this Company where any collaterals belonging to the Company are held as security therefor, on such terms as to him may seem proper; and to use such collaterals, as far as he may be able or see fit, in taking up said notes and other evidences of indebtedness. FINANCE COMMITTEE. * 271 1815. November 18th. The President submitted a report in settlement au- relation to the financial affairs of the Company, and pre- t ^^ d gainst sented his schedule of bills payable, in relation to which ^^hoiding the committee adopted the following resolutions: bonds. Resolved, that the Finance Committee will concur with the President of the Company, and authorize him, under the resolution of the Board passed October 20th, 1875, to make settlement with claimants who hold bonds of the Company as collateral by disposing of the bonds to them at not less than twenty cents on the dollar, excepting to such persons as will convert their bonds into preferred stock of the Company, and then take lands of the Com- pany for such preferred stock, to whom he is authorized to dispose of the bonds at not less than eighteen cents on the dollar. He is also authorized to adjust the balances that may remain unpaid upon the best terms that he can obtain. Resolved, that the President be, and he is hereby, author- settlement au- ized to negotiate with claimants against the Company claims against who are not secured by bonds, and to pay interest on then- parties not se- i , , n . , . cured by bonds. claims at not exceeding seven per cent, per annum, to such extent and at such times as he may deem expedient and the finances of the Company will permit. December 6th. The President read a communication settlement with embodying a statement showing the payments to and owVaLnsof the settlements with parties holding obligations of the ompany - Northern Pacific Eailroad Company as shown in bills payable. February 14th, 1876. The President reported a num- 1876. ber of settlements and reductions of bills payable. settlement of * * bills payable. March 13th. The President requested instructions Payments to from the committee in regard to the balance due Jay his services as Cooke, the Trustee, and stated that Mr. Cooke was allowed $7,500 by the Purchasing Committee in full settlement for his services as Trustee. Of this amount, $2,500 was paid to him by the Purchasing Committee, and $2,000 has since been paid to him by this Company, leaving a balance of $3,000 still unpaid. The committee authorized the 272 NORTHERN PACIFIC RAILROAD. 1876- President to pay the balance as follows: $1,000 on May 1st, $1,000 on June 1st, and $1,000 on July 1st, 1876. waiter aschaef- April 17th. The committee confirmed the appoint- Puyaiiup coal ment of Walter S. Schaeffer to examine and report upon fields . the Puyallup coal fields, at a compensation of $2,000 and expenses paid. settlement of May 8th. The President reported a number of settle- ments and reductions of bills payable, all of which were approved by the comjnittee. claims of September 18th. The committee considered the claims Ashhurst, Dick- made by Messrs. Bullitt, Ashhurst, Dickson and Robinson son and Robinson . . . ., n -, m , m ., M ,-, tor legal services to the Company, and adopted the follow- ing resolution: Resolved, that the said claims be settled as follows : to Messrs. Bullitt and Ashhurst each $1,000 in cash and fifty shares of preferred stock of the Company; to Mr. Dickson $500 in cash and twenty-five shares of preferred stock of the Company, and to Mr. Robinson $700 in cash. And that the President and Treasurer be directed to make said payments in cash and stock at the convenience of the Company, and take receipts therefor in full for all services and all demands against the Company. October 18th. The committee made the following orders on the Treasurer: Treasurer to First. To pay William Gr. Fargo $10,000 when in funds Fargo his note, to do so, and to endorse the same on the notes held by him against this Company. Treasurer to Second. To issue to J. Frailey Smith, as Trustee for indemnity of Charles B. Wright and Charlemagne Tower for their indemnity as sureties on bonds given to J. Q. Smith, Commissioner of Indian Affairs for transportation of Indian goods, to the amount of $25,000, a certificate of the preferred stock of this Company for 2,500 shares. 1877. PreferTeTstock ^ AY 12th, 1877. The following resolution was adopted: Wright t0 as se- Resolved, that the Treasurer be, and he is hereby, in- curity. structed to issue to C. B. Wright, Esq., 2,000 shares of FINANCE COMMITTEE. 273 the preferred stock of the Company, and take his receipts 1877 . for the same ; said stock to be restored to the Company on the return to him of the twenty First Mortgage Bonds of the Union and Titusville Railroad Company of Penn- sylvania, Nos. 214 to 233, both inclusive, at $1,000 each, $20,000, which the Treasurer has borrowed of said Wright for deposit with the State Treasurer of Minnesota in behalf of the Western Railroad Company of Minnesota, as authorized by resolution of the Board of the Northern Pacific Railroad Company passed May 9th, 1877, and to take proper vouchers for the deposit made of said bonds. May 6th, 1880. The Treasurer reported having en- 1880. gaged a loan of $150,000 at the American Exchange byTmeS'Ex" National Bank at six per cent, and ninety days ; also ^^ e National $100,000 with the Manhattan Company at six per cent. $100,000 by and thirty days, the security pledged being the bonds of pany. the Pend d'Oreille Division ; $250,000 with the bank, and certificates for the bonds, $150,000, with the Manhattan Company. The action of the Treasurer was approved. May 13th. The Treasurer reported that there were Arrangement r with General claims against the Government unpaid, some of themBeiinap to coi- . l ec * t-'laims at dating back a year and more, amounting in all to Washington. $59,070.26; that Mr. Newport had been in the habit of going to Washington each winter for the purpose of looking after these claims, being absent from his office from three to six weeks, and that it had also been customary to employ additional assistance at Washington. The Treasurer recommended the employment of a suit- able person, familiar with all the details of the War and Post-office Departments, to collect these claims. Mr. Wright stated that he had employed General W. W. Belknap, formerly Secretary of War, and agreed to pay him fifteen per cent, on the amounts collected by him. The Treasurer stated that he thought he could arrange with General Belknap to look after the collection of moneys due the Company and to assist in other ways for a compensation of ten per cent, on the amount collected, 18 274 NORTHERN PACIFIC RAILROAD. 1880 . including those for which legislation was necessary. The Treasurer was authorized to make such an arrangement with General W. W. Belknap. Form of Gen- December 22d. Mr. Ellis was appointed a committee Bonds. of one, in connection with the Treasurer, with full power to determine the form of the General Mortgage Bonds, and to contract with the American Bank Note Company to engrave and print the same. Arrangement Mr. Ellis was appointed a committee of one, with full company. power to arrange for and contract with the Central Trust Company of New York, to act as Trustee under this Com- pany's General Mortgage. 1881 . February 2d, 1881. The Chairman submitted an Doriiius Mor- account with Dorillus Morrison, showing a balance due rison's account. to him from this Company of $1,460.28, and a resolution was adopted authorizing the Treasurer to balance Mr. Morrison's account by charging the $1,460.28 to profit and loss, claims of two ]y[ r . 'Wright, to whom had been referred the claim of Associated Press D reporters. two reporters of the Associated Press, presented to the Board on the 24th June last and referred to the Finance Committee, read the papers in the case. The claim was referred back to Mr. Wright, to confer with the represen- tative of the claimants with a view to a cash settlement. The Manitoba The subject of a general plan for the construction of Southern Colo- J nization Rail- branch roads to the Company s mam line was considered. The President stated the relations between the St. Paul, Minneapolis and Manitoba Railway Company and this Company, and spoke of that Company's invasion of our territory by lines of road constructed and projected, and submitted the project of a road in Manitoba, known as the Manitoba Southern Colonization Railway, to be built southwestward toward the boundary, and near to the point to be touched by the Casselton Branch extension. Dr. Schultz, member of the Dominion Parliament from Manitoba, and two other Canadians, came before the com- mittee and explained the enterprise and sought aid for it. The whole subject was finally referred to Mr. Billings, Mr. Barney and Mr. Ellis. FINANCE COMMITTEE. 275 1881. The Treasurer was directed to settle and pay the bill of A . j. McDowell $500 for the services of A. J. McDowell, the expert paid * 500 - employed to examine the books and accounts of the Treasurer. February 16th. The following resolution was adopted: Resolved, that this Company's principal money account unt* g h*r in New York City be kept with Drexel, Morgan & Co. and to be ke P*- Winslow, Lanier & Co., and on this account only checks for the largest sums shall be drawn. Other checks shall be drawn on an account to be kept in the Bank of the Metropolis. The Treasurer is hereby instructed to confine himself to these three banks and banking houses in New York City, and not to keep an account for this Company in any other depository. And the Treasurer is instructed to check out the Company's money from all other banks or banking houses in New York City than those above named and to deposit them proportionally as above indicated. The subject of the salaries of the Company's officers and salaries of _ . certain officers employees, which the committee was authorized by the fixed. Board to fix, was considered, and action taken in part by making the salary of the Assistant to the President $5,000 a year, of the Secretary $4,000, of the Treasurer $5,000, of the Mechanical Expert, John H. Ames, $3,000, to com- mence in each case at and from January 1st, 1881. May 4th. It was resolved that the salaries of the follow- salaries of ing officials be fixed as stated and reported to the Board axed. for adoption. R. M. Newport, General Land Agent for the Eastern Divisions, at the rate of $4,000 per annum from April 22d, 1881. M. P. Martin, local Auditor of the Eastern Divisions, at the rate of $2,500 per annum from the same date. George G. Sanborn, local Treasurer for the Eastern Divisions, at the rate of $2,500 from the same date. J. A. Barker, General Auditor, at the rate oi $3,000 per annum from the same date. E. T. Williams, Purchasing Agent, at the rate of $2,400 per annum from May 1st, 1881. 276 NORTHERN PACIFIC RAILROAD. 1881. Auditor's ac- November 18th. It was resolved that the Auditor's belonging" to account of the fund belonging to the preferred stock be tobfverifled 0011 referred to the Treasurer to examine and verify and to report to this committee, and that the Auditor be directed to furnish him all needed information in his possession. Modification of The following resolution was adopted, subject to the agreement with * ' Austin corbin approval of the Company's General Counsel, it being a and associates x A . authorized. modification of a resolution referred by the Board to the committee yesterday, viz.: Resolved, that the President be authorized and requested to execute a modification of the agreement of June 9th, 1881, between Austin Corbin and associates, the Northern Pacific Railroad Company, and the Northern Pacific, Fergus and Black Hills Railroad Company, which modifi- cation shall authorize the Central Trust Company to deliver to the subscribers of the Northern Pacific, Fergus and Black Hills Railroad Company's Construction Fund their respective shares of the preferred stock of the Northern Pacific Railroad Company, upon payment of seventy per cent, of the amount of their respective sub- scriptions to said construction fund. commodore December 7th. The matters in difference between this Koontz' claim. Company and Commodore Koontz (so called), in relation to his contract for steamboat transportation, was referred to the General Counsel for his opinion and report. 1882 . February 15th, 1882. A letter from Drexel, Morgan Letter from & Co. was read by the President in relation to a claim of Drexel, Morgan & Co. in refer- J. S. Morgan & Co. for non-delivery during the specified gan & Co.' 's claim time of 1,369 bonds of the $20,000,000 purchased of the Northern Pacific Company by the syndicate, deliverable in 1881. The subject was disposed of by the adoption of the following resolutions: Referred to Resolved, that the matter of the communication to the President from Messrs. Drexel, Morgan & Co., with reference to the alleged non-delivery of bonds, be referred to the President with full power; and thoriz 8 ed e to sen Resolved,^ that the President be, and he is hereby, hypothecate or authorized and empowered, at his discretion, to sell, otherwise use r ' . preferred stock, hypothecate, dispose of or otherwise use or employ, from FINANCE COMMITTEE. 277 time to time, the preferred stock of the Company now in 1882. the treasury, for such purpose or purposes as the interests of the Company may seem to him to require or render expedient; and that certificates for said stock shall be issued to such person or persons, and in such amounts, as the President shall from time to time direct. The General Counsel, to whom was referred the claim commodore Koontz' claim. of Commodore Koontz (so called) at the committee's last meeting, reported in writing that it was a case for a com- promise, and recommended that the suit be settled by paying to Mr. Koontz $10,000, on his executing to the Company a release of all claims and without costs of suit to either party. The report was adopted. February 16th. The following resolution, this day Advances to referred by the Board of Directors to this committee with Fergus and Black i . -, Hills Railroad. power, was adopted; Whereas, this Company is the owner of the capital stock of the Northern Pacific, Fergus and Black Hills Railroad Company, by purchase and transfers from the original holders; and Whereas, the sum of $1,000,100 has been subscribed to the bonds of said Company for the purpose of completing its railroad from its connection with this Company's road at or near Wadena to the western boundary of the State of Minnesota, and from Fergus Falls to Pelican Rapids; and Whereas, it is necessary, in order to obtain title to the lands granted by the State, and to obtain the bonds of the County of Ottertail, that the said parts of the Northern Pacific, Fergus and Black Hills Railroad be completed by certain fixed times ; and Whereas, the above mentioned sum of money may not be sufficient to accomplish the purposes aforesaid ; Resolved, that this Company will furnish and advance the means necessary, if any, for the completion of the above described parts of the Northern Pacific, Fergus and Black Hills Railroad, after the said sum of $1,000,100 shall have been expended in construction thereof, the moneys so furnished and advanced by this Company, with 278 NORTHERN PACIFIC RAILROAD. 1882 . interest thereon, to be repaid by the said Northern Pacific, Fergus and Black Hills Railroad Company. settlement with April 19th. The President reported that he had settled J.S.Morgan&Co. x the claim of J. S. Morgan & Co., of London, in the manner set forth in the following letter. Further, that he had arranged with the syndicate to accept 6,000 shares of this Company's stock in lieu of the money to be kept in their hands equal to the amount of the second coupons of the General First Mortgage Bonds, as required by the agreement between them and this Company. "New York, 24th Feby., 1882. "Messrs. Drexel, Morgan & Co. ' ' Gentlemen : In consideration of your having agreed to allow this Company to postpone until June 1st, 1882, delivery of the 1,369 bonds still due on the second option of $10,000,000 bond sold you as per agreement of December, 1880, we hereby agree to pay you, on or before June 1st, but not later than the time of the delivery of the 1,369 bonds, three per cent, on the par value thereof, say $41,070, as indemnity and in settlement of all claims up to that date for non-delivery of said bonds by the 31st December, 1881, as contemplated. ' ' Yours very truly, "NOETHERN PACIFIC RAILROAD CO., "By H. VlLLARD, "President." May 25th. The following preamble and resolution were adopted : Retirement of Whereas, it is proposed, and it is now under considera- Fergus and Black tion by the holders of the present outstanding bonds of bonds. airoat the Northern Pacific, Fergus and Black Hills Kailroad Company, that the entire issue of said bonds be retired and canceled, and the mortgage securing the same be discharged, and that the said holders purchase and take .from the Oregon and Transcontinental Company the bonds of the last named Company, to be issued to the amount of $20,000 per mile of the road of the Northern Pacific, Fergus and Black Hills Railroad Company, and pay therefor as follows : Three-fourths of the par thereof FINANCE COMMITTEE. 279 in the said now outstanding bonds of the Northern 1888. Pacific, Fergus and Black Hills Railroad Company at par, and ninety per cent, in money of the remaining one-fourth; Resolved, that this Company, as a stockholder in the said Northern Pacific, Fergus and Black Hills Railroad Company, hereby consents to the foregoing proposition, and to the last named Company, on the completion of the said arrangement, making and delivering a new issue of bonds at the rate of, but not exceeding, $20,000 per mile of that Company's completed railroad, and securing the same by a first mortgage on its railroad property and franchises. The following preamble and resolution were adopted : Whereas, by reason of the operation and effect of the Loan of $2,500,- ' J r 000 on credit of General First Mortgage, the Company is temporarily em- Oregon Trans- tofa ' .-1,. i continental Com- barrassed for want of money required for the construe- pany. tion of the road, on account of the delay in the appoint- ment by the President of the United States of Commis- sioners to examine completed road long since ready for such examination ; therefore, Resolved, that the President of this Company be, and he is hereby, authorized and empowered to contract with the Oregon and Transcontinental Company for the aid of that Company and the loan of its credit in obtaining the money, not exceeding $2,500,000, necessary to meet the pressing demands of this Company for the next sixty or ninety days, and that any action the President may have already taken in the premises be, and the same is hereby, approved. The following preamble and resolutions were adopted : Whereas, in consequence of the delay on the part of the Additional loan President of the United States in appointing Commis- continental com- sioners to examine 100 miles of the Company's main secmities. line of railroad long since completed and ready for ex- amination, the Company has been and is unable to deliver to the syndicate the full amount of bonds taken under their first option, and the Company is desirous of comply- ing with the request or demand of the syndicate to furnish and deliver its General First Mortgage Bonds to the 280 NORTHERN PACIFIC RAILROAD. ij882. amount required to complete the delivery to them of $20,000,000 of said bonds ; therefore, Resolved, that the President of this Company be, and he is hereby, authorized and empowered to contract with the Oregon and Transcontinental Company for the loan of its credit or securities on such terms and conditions as in his judgment shall seem necessary or expedient, so as to enable this Company to use the same in obtaining said bonds, and also to contract with any holder or holders of such bonds for the loan thereof to this Company for the purpose aforesaid, and to the amount necessary, on such terms, for such time and upon such securities as he shall be enabled to obtain and to give. President August 16th. President Villard verbally reported his authorized to _ . borrow money action, under the authority conferred on him by the corn- to carry on con- . * struction. mittee at its last meeting, that he had made a cash loan of $2,500,000 from the Oregon and Transcontinental Com- pany, and applied it to the uses of the Northern Pacific Company, and that he had borrowed from the Oregon and Transcontinental Company a sufficient amount of bonds to complete the delivery to the syndicate of the quantity due to them under this Company's agreement. Whereupon the following resolution was adopted : Resolved, that in consequence of the unexpected finan- cial requirements of this Company by reason of the delays in the approval by the Government of completed sections of the road, and the large expenditures the Company has been and will be required to make in order to carry on the work of construction with requisite dispatch, to reasonably procure materials for the track, and to provide equipment for the operation of the road, this committee do recommend and advise the Board of Directors to authorize the President of the Company to borrow money on such terms as in his judgment shall be for the interest of the Company for the purpose of repaying moneys heretofore borrowed, and of replacing other moneys here- tofore used to carry on the construction and equipment of the road, and for the purpose of providing against like contingencies hereafter, and to authorize and empower FINANCE COMMITTEE. him to execute such security or securities as may be 1882. legally and properly given by the Company in view of the provisions of the Acts of Congress and of the plan of re- organization respecting the issuing of bonds and the making of liens and mortgages. September 13th. President Villard submitted a letter Correspondence with syndicate addressed by him to the several members of the syndicate in relation to de- J f livery of $5,000,- of bankers on the 4th September instant, stating that ooo of bonds. this Company would be prepared within fifteen days to deliver to the syndicate $5,000,000 of its First Mortgage Bonds, also two letters from the syndicate in reply, the last one stating that the delivery would be accepted when the syndicate should declare its option for the $5,000,000 of bonds under the July, 1882, option. The President submitted to the committee a statement Dividend on preferred stock. which he desired to embody in the annual report in relation to the claims of the preferred stock to dividends from the net earnings of the road. A resolution was adopted approving this statement with the resolutions attached as a portion of the annual report. (Memorandum. On this 13th September, 1882, at 11 Northern p a - v . C1 " c preferred o'clock, 30 minutes, in the forenoon, the price of the pre- stock at par. ferred stock of the Northern Pacific Railroad Company for the first time went to par in the dealings of the New York Stock Exchange.) November 1st. The forms of the obligation to be given Form of pre- iii/-n ., m . . , , , -i.i ferred stock scrip by the Company tor the dividend on the preferred stock, dividend, and of the receipt to be taken therefor, were submitted by the Chairman and referred to the General Counsel to revise and submit to the committee. The General Counsel was requested to prepare the form of power of attorney to be executed by such of the preferred stock- holders as shall desire to act by attorney, in receiving the dividend and giving a receipt therefor, a printed copy of which power of attorney was ordered to be enclosed in an explanatory circular to be sent by mail to each preferred stockholder then of record. THE REORGANIZATION. REORGANIZATION OF THE NORTHERN PACIFIC RAILROAD CO, JUNE 30th, 1875. To the Bondholders of the Northern Pacific Railroad Com- pany : The undersigned, a committee appointed at a general Committee's meeting of the bondholders of the Northern Pacific Rail- holders. road Company, held on the 18th day of March, 1875, respectfully report : The committee have carefully considered the matters referred to them, and after full conference with the Com- pany's Directors and officers, recommend to the bond- holders the following plan as the best possible method of harmonizing all interests and ensuring the early completion of the road the vital point, to which all energies must be directed. On the 16th day of April last, the United States Circuit Court, for the Second Judicial Circuit and Southern Dis- trict of New York, appointed a Receiver of the Northern Pacific Railroad Company, and all its property. The order making this appointment was given under proceedings brought by your Trustees, in which bona fide holders of bonds to a large amount united. This suit was commenced, and the Receiver appointed, with the full approval of the members of your committee. An order has been made by the Court which maintains the former system of selling the Company's lands, and the conversion of bonds into lands continues to be made, subject to the approval of the Receiver. 286 NORTHERN PACIFIC RAILROAD. On the 12th day of May the Trustees, and the bond- holders united with them, applied to the Court for a final decree, which was granted. The wisdom of this action, when explained to your committee at its next subsequent meeting, was apparent and received its approval. Under this decree, the Company's road and all its property are to be sold for the benefit of the bondholders. Your committee feel that this benefit will be best secured by an arrangement between all parties in interest which shall satisfy every equity, avoid tedious litigation and secure the extension of the road. This extension is indis- pensably necessary to restore value to your investments. Your road uncompleted is wholly unremunerative, but completed it becomes one of the great highways of the nation. The problem must be met by you at the outset, How can capitalists be induced to invest anew in this enterprise ? This is the only problem. That the road will pay when completed (or even extended into Montana) experience amply demonstrates. The Union Pacific Railroad was built through an unin- habited section of the country, supposed to be almost valueless; but in the year eighteen hundred and seventy- four and within five years after its completion, its surplus earnings amounted to $5, 907,565. Seventy per cent, of this amount was derived from way traffic. When this surprising and gratifying success of the Union Pacific Railroad, yet only partially developed, is considered, how can any one familiar with the country and its resources question the ultimate success of the Northern Pacific Railroad? With this statement the committee, assenting thereto themselves individually, recommend to the bondholders the immediate adoption of the plan within set forth, and respectfully request them to sign the power of attorney accompanying the same, and return it without delay to any member of the committee, care of the Northern Pacific Railroad Company, No. 23 Fifth Avenue, New York. THE REORGANIZATION. 287 A general meeting of the bondholders will be held at . General meet- ing called. the office of the Northern Pacific Railroad Company, No. 23 Fifth Avenue, New York City, on the 30th day of June next, at noon, to take such further action as may seem proper to promote their interests. New Yobk, May 20th, 1875. J. N. Hutchinson, John M. Denison, Johnston Livingston, William Windom, Wm. McKnight, Abnee Cobubn, Geobge Stabk. Under the call in the last paragraph above, a meeting bondholders. f of the bondholders was held on the 30th day of June, to which the committee reported the plan heretofore published. Some amendments were made to it, and certain proposed modifications of the decree of sale by the U. S. Court (in respect to preferred creditors, etc.), which had already been asked for by the Trustees, were agreed to as satisfactory ; and said modifications have since been made by the Court. The plan, as thus amended and unan- imously adopted, is herewith presented. A synopsis of the decree of sale, as modified by the court, is enclosed herewith. Bondholders are now urged to sign the plan and return ivilkout delay, by mail, to the Chairman of the Bond- holders' Committee, Johnston Livingston, No. 23 Fifth Avenue, New York. At the proper time hereafter, bondholders will be notified to send their bonds to such Trust Company in New York as the Purchasing Committee may designate, which Trust Company will return a certificate of deposit to each bondholder, and will have the custody of the bonds, under the terms and for the purposes of this plan, until the certificates of preferred stock can be issued in exchange. At present, the essential thing to be done is for each bondholder who concurs in the proposed plan to sign the same and return it to the committee, as above. 288 NORTHERN PACIFIC RAILROAD. As soon as practicable after the purchase of the prop- erty, certificates of preferred stock will be sent to each present bondholder who accepts this plan. Johnston Livingston, John M. Denison, J. N. Hutchinson, Abner Coburn, Wm. McKnight, William Windom, George Stark. New York, June 30th, 1875. :o:- THE PLAN OF REOKGANIZATION. Plan of roor- It is proposed that the following named persons, to wit: Johnston Livingston, New Yory City; Frederick Billings, Woodstock, Vermont ; George Stark, Boston, Mass. ; William Thaw, Pittsburgh, Pa.; J. N. Hutchinson, Phila- delphia, Pa.; John M. Denison, Baltimore, Md.; shall constitute a committee to attend the sale of the railroad and other property of the Company, with a view to pur- chase the same, and take title therefor, for the benefit of all the parties assenting to and complying with the con- ditions of this plan ; to assume the management of the railroad and property when they shall have acquired title thereto ; to attend to the issuing of bonds and stock, per- fecting title, and generally to do all things that may be necessary to the Complete execution of this plan, and to place the railroad and property again under the con- trol and management of a Board of Directors, to be elected hereafter by the preferred stockholders. No assessment whatever shall be levied upon the bond- holders; but all costs of the purchase of the railroad and other property, expenses of foreclosure or other proceed- ings, shall be paid out of the assets and income of the Company. The length of time within which the bondholders may come forward and participate in the benefits to be derived from the purchase of the railroad and other property, shaU be left to the discretion of the Purchasing Com- mittee. THE REORGANIZATION. 289 The sum of one hundred thousand dollars cash, appro- priated for claims under Section Y. of the decree of sale, shall be paid out pro rata, under the order of the Court. In case any difficulties shall arise in carrying out this plan to consummation, the committee shall take such measures and employ such counsel as in their judgment will most effectually carry out this plan or its general pur- poses. Any vacancy that may occur in the number of said committee, by death, resignation or otherwise, shall be filled by the surviving or continuing members. The committee may act, in all cases, by a majority of their number ; and in case the surviving or continuing members are unable to agree on any question, or on the filling of a vacancy, the President of the corporation shall give the casting vote. The capital stock of the Companv shall be as fixed in capital stock x * * of new organ 1- the Act of Incorporation, and shall be divided into Pre- nation. /erred and Common. On the sale of the railroad and the other property, and the acquisition of title thereto by the committee above named, the present stockholders shall surrender their certificates of stock into the hands of the said committee, to be held by them either as confirmatory evidences or muniments of title, to be used accordingly by them. Preferred stock shall be created and issued to the $51,000,000 of amount of $51,000,000 (being a majority of the share capital) for the following purposes : to retire the princi- pal of the outstanding seven and three-tenths bonds, and the interest thereon due and to become due up to and including July 1st, 1878, at the rate of eight per cent, currency per annum. And also to retire the principal and interest, to and including January 1st, 1875, of the land warrant bonds; to pay the floating debt, not protected under the existing orders of the court; and, generally, for the purpose of carrying into effect this plan. The preferred stock shall have all the rights and privi- leges of the common stock, with the right to vote, and the holders thereof shall be entitled to dividends, not exceed- ing eight per cent, per annum, as the " net earnings " here- inafter defined, in each calendar year, may suffice to pay, 19 290 NOKTHERN PACIFIC RAILROAD. and before any dividends shall be paid on the common stock. After and during the time the income of the road shall be sufficient to pay eight per cent, dividends on both the preferred and the common stock, the surplus shall be divided on both alike per share, according to the number of shares issued of each. The preferred stock shall be convertible at the par value into any lands belonging to the Company, or here- after to belong to it, east of the Missouri River, in the State of Minnesota and in the Territory of Dakota, until default shall occur in some of the provisions of the new First Mortgage Bonds, hereinafter provided for, and such conversion shall be an extinguishment of such stock. The proceeds of all sales of such lands, until such default, shall be used likewise in extinguishment of such stock. The words " net earnings," as used above, shall be con- strued to mean such surplus earnings of the said railroad as shall remain, after paying all expenses of operating the said railroad and carrying on its business, including all taxes and assessments and payments on encumbrances, and including the interest and sinking fund on the First Mortgage Bonds, the expenses of repairing or replacing the said railroad, its appurtenances, equipments or other property, so that the same shall be in high condition, and of providing such additional equipment as the said Com- pany shall deem necessary for the business of said rail- road. $49,000,000 of Common stock shall be issued to the amount authorized by the Charter, less the amount of $51,000,000 of preferred stock. The holders of the common stock shall not have the right to vote on it until on or after July 1st, 1878. The holders of this stock shall only be entitled to dividends in each year, at the discretion of the Board of Directors, when the net earnings, as heretofore defined, exceed an amount sufficient to pay interest and sinking fund on the mortgage debts, and eight per cent, on the preferred stock. Certificates of this stock shall be issued to holders of, or to those now entitled to, certificates, share for share ; and the residue ratably to those originally entitled thereto, or their assigns. THE REORGANIZATION. 291 To provide the means to complete and equip the road, B ^* Mort 8 a e there shall be issued First Mortgage Bonds not to exceed an average of $25,000 per mile of road actually completed and accepted by the President of the United States, to be secured by a mortgage or mortgages which shall be a first and paramount lien on the whole line of road, constructed and to be constructed, and on the equipment, property, lands and franchises, acquired and to be acquired, indud- ing the franchise to be a corporation, subject only to the right of the holders of the preferred stock to convert their stock into the lands of the Company, now owned or here- after to be acquired, east of the Missouri River, in the State of Minnesota and Territory of Dakota, and also to the right to the proceeds of the sales of said lands, to be used in the extinguishment of said stock, until any default is made in the provisions of this mortgage. The principal of these bonds shall be payable forty years after date, and the interest and sinking fund may be made payable in gold. There shall be provided a sinking fund for the redemp- tion of the principal of these First Mortgage Bonds, at or before their maturity, which shall be accumulative and shall commence five years after the date of the issue of * each series. The First Mortgage Bonds shall be counter- signed by one or more trust companies, and said trust company or companies shall deliver to the railroad com- pany bonds to the amount of $25,000 per mile of each mile of road already completed, and shall continue to deliver bonds to the Company, not to exceed $25,000 per mile of road constructed, or for which the materials may have been furnished. Provision shall be made in the first mortgage or mortgages to secure effectually the holders of the bonds issued under them in the event of any and every default. No other bonds shall be issued, except on a vote of at least three-fourths of the preferred stock, at a meeting speciaUy held in reference thereto, on a notice of at least thirty days by advertisement in two newspapers published respectively in the Cities of New York, Philadelphia and Boston. 292 NORTHERN PACIFIC RAILROAD. POWER OF ATTORNEY. Power of Attor- We, the undersigned, whether holders of bonds of the Northern Pacific Railroad Company, or of its stock, do hereby, and in consideration of one dollar to each of us in hand paid, and of the expenses heretofore incurred on our behalf in the proceedings which have been taken in the Circuit Court of the United States above recited, agree, each with the other, to the foregoing plan, and to the sale to be consummated under the decree in said proceedings, and do hereby make, constitute and appoint the said John- ston Livingston, New York City; Frederick Billings, Wood- stock, Vermont; George 'Stark, Boston, Mass.; J. K. Moor- head,* Pittsburgh, Pa. ; J. N. Hutchinson, Philadelphia, Pa., and John M. Denison, Baltimore, Md., their succes- sor or successors, our true and lawful attorneys for us and each of us, and in our name, place and stead, to carry out the above plan in their best discretion, giving and grant- ing unto our said attorneys full and absolute power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done to carry out the feregoing plan, including the power to vote for us, and each of us, at any meeting of bondholders, and in and about the premises, as fully and to all intents and purposes as we might or could do if personally present; with full power of substitution and revocation, hereby ratifying and confirming all that our said attorneys or their substitutes shall lawfully do or cause to be done by virtue hereof; hereby revoking any and all powers of attorney or authorizations in the premises which we may have heretofore given to any person or persons whatso- ever : provided, that the undersigned do not assume or incur, nor authorize their said attorneys to assume or incur for them, any liability whatever for the payment of money. * Elected in place of William Thaw, resigned. FIRST MEETING OF PREFERRED STOCKHOLDERS AND REPORT OF PURCHASING COMMITTEE, SEPTEMBER 29th, 1875. Meeting of the preferred stockholders of the Northern Pacific Railroad Company, held pursuant to advertised notice, on the 29th day of September, 1875. [Abstract from the Records.] There were present at this meeting, Messrs. Johnston Meeting of Livingston, Frederick Billings, George Stark, James K. holders 6 Moorhead, John N. Hutchinson and John M. Denison, the committee appointed by the bondholders of the Northern Pacific Railroad Company, to purchase the same and all its property and franchises, under the "plan" adopted June 30th, 1875, and others associated with them as such preferred stockholders, by having, as bondholders, assented to and complied with the plan. Mr. Johnston Livingston called the meeting to order. Mr. Joseph Dil worth, of Pittsburgh, Penn., was elected Chairman of the meeting. Mr. D. E. Small, of York, Penn., was elected Secretary. The Secretary read the call for the meeting in the fol- lowing words : To the Bondholders of the Northern Pacific Railroad Com- pany : On the 12th instant the undersigned, your committee, purchased at judicial sale under the decree of the Circuit the meeting. 294 NORTHERN PACIFIC RAILROAD. Court of the United States for the Southern District of New York all the property of the Northern Pacific Rail- road Company (except the patented and the certified lands), together with all its rights, liberties and franchises, including the franchise to be a corporation, as described in the decree; which sale was, on the 25th day of August instant, confirmed by the Court. The caii for Upon the execution and delivery to us of the dneds of the property and franchises so purchased, under said sale and confirmation, we became the body politic and corpor- ate known as the Northern Pacific Railroad Company, and in that name we and our associates will be clothed with all the powers, rights, liberties and franchises of said corporation, including the franchise to be a corporation. Now, in order to accomplish the purpose of our appoint- ment and of the " plan" adopted by the bondholders on the 30th day of June, 1875, you, who have, or then shall have, surrendered your bonds in payment for preferred stock, are hereby notified to meet, in person or by proxy, at the office of the Company, No. 23 Fifth Avenue, in the City of New York, on Wednesday, the 29th day of September, 1875, at 12 o'clock noon, to elect a Board of Directors to serve for such time as the By-laws you may then approve shall provide ; and to transact any other appropriate business. Holders of receipts of the Farmers' Loan and Trust Company of New York, for surrendered bonds, will, on production of such receipts, be entitled to vote in person or by proxy at said meeting, and until formal certificates of preferred stock are issued. Holders of common stock have not the right to vote until on and after July 1st, 1878. Signed by the committee, and attested by the Secretary of the N. P. R. R. New York, No. 23 Fifth Avenue, August 21th, 1875. The Secretary then read an affidavit that the above call had been duly published, THE REORGANIZATION. 295 Mr. Stark presented and read the following report of the Purchasing Committee to the stockholders : To the Stockholders of the Northern Pacific Railroad Co.: The undersigned, a committee chosen by the bond- Keport of holders of the Company at their general meeting, held in committee. the City of New York, on the 30th day of June last, " to attend the sale of the railroad and other property of the Company, with a view to purchase the same, and take title therefor, for the benefit of all the parties assenting to, and complying with, the conditions of the plan of re- organization ; to assume the management of the railroad and property when they shall. have acquired title thereto ; to attend to the issuing of bonds and stock, perfecting title, and generally to do all things necessary for the com- plete execution of the plan, and to place the railroad and property again under the control and management of a Board of Directors, to be elected hereafter by the pre- ferred stockholders," having attended to the duties assigned to them, beg leave briefly to report their pro- ceedings to date. The foreclosure of your mortgage was initiated on the 16th of April last, in the United States Circuit Court, and a Receiver was thereupon appointed; and in conformity to subsequent decrees of the court, " all the property of the Northern Pacific Railroad Company (except the patented and certified lands), together with all its rights, liberties and franchises, including the franchise to be a corporation," was put up at auction on the 12th day of August last, and was purchased by us for the sum of one hundred thousand dollars, and on the 25th day of August last the sale was confirmed by the Court. The prepara- tion of the deeds of the property and franchises so pur- chased, and the papers incident thereto, under such sale fcnd confirmation, has been attended to with great care, under the advice of experienced counsel, and their final execution has been delayed until now. We have this morning come into full possession of the property pur- chased on your behalf, and we propose to immediately 296 NORTHERN PACIFIC railroad. place it under the control and management of the Direct- ors you are assembled to elect. The patented and certified lands of the Company remain- ing unsold amount to about six hundred thousand acres, all in Minnesota and Dakota. Their sale is postponed to such future day as the Court may hereafter order. The decree for their sale provides that five per cent, of their purchase money shall be paid in cash, and the balance may be paid in the First Mortgage Bonds of this Com- pany. To enable us to act efficiently in your behalf when such sale shall occur, and for the purpose of securing to the bondholders in general the full benefit of the entire property of the Company under the foreclosure, the com- mittee, acting under the advice of counsel, has caused the surrendered bonds to remain in the hands of the Farmers' Loan and Trust Company, subject to the control of the committee, for such further use as the interests of the bondholders may demand. In compliance with our " call," issued on the 12th of August last, bonds have been deposited with the Farmers' Loan and Trust Company for exchange into preferred stock, and for otherwise carrying on the objects of the plan of reorganization, amounting to this date to about twenty millions of dollars. Large daily additions are being made, and we have assurance and reason to ex- pect that nearly all will eventually come in. No time has yet been fixed limiting their reception. The com- mittee feel inclined to make the time ample for all reasonable emergencies, but would advise holders to send in their bonds at the earliest practicable time. The powers of attorney received by and authorizing the committee to carry out the " plan" of reorganization, foot up about twenty-six millions of dollars, or more than five-sixths of the whole, and large additions are bein made daily. Without doubt, the balance will come for- ward, as little or no cash dividend can be expected by any who may stand out. In transferring the railroad properties acquired to the management of your Directors, we take occasion to con- gratulate you upon the rapid success with which we have THE REORGANIZATION. 297 been enabled to carry out thus far the purposes of our appointment, and to thank you for the confidence you have shown in us by promptly responding to our calls for your powers of attorney and the surrender of your bonds. It augurs well for the ultimate success of your magnificent enterprise, that your confidence and unanimity have enabled a mortgage of thirty millions to be substantially foreclosed, and a reorganization completed, in less than six months from the initiatory step, without any of the usual attendant and consequent litigation. You have now 550 miles of road in paying operation, substantially free from debt, and an attaching domain of nearly ten million acres of land. With this immense extent of unencumbered property as a basis for future operations, and the twenty-five thousand and odd acres to be added for every mile of new road built, there ought to be little doubt of your ability to secure means for the early resumption of work in the extension and completion of the road. Signed by the Committee. New York, Sept. 29th, 1875. On motion of Mr. Lewis, the report of the Purchasing Committee was accepted and ordered to be placed on the minutes of the meeting. A body of By-laws which had been adopted by the Purchasing Committee for the government of the Northern Pacific Railroad Company, was presented and read to the meeting. On motion of Mr. Tower, it was resolved that the B y-i*ws adopted meeting approve the action of the Purchasing Committee in adopting the By-laws. On motion of Mr. Thaw, Francis Jordan, of Harrisburg, Pa., James B. Williams, of Stamford, Conn., and Joseph D. Potts, of Pittsburgh, Pa., were chosen inspectors of the election for Directors this day to be held. The polls were ordered to be kept open for three hours. A recess was ordered, to enable the inspectors to assort and count the ballots. 298 NORTHEKN PACIFIC KAILROAD. September 30th, 1875, 10 o'clock, A. M. The recess having expired, the stockholders re- assembled in meeting. The inspectors of election reported that the voting at said election was by ballot, one vote for each share of said preferred stock that the whole number of votes cast by said preferred stockholders was one hundred and eleven thousand two hundred and fifty-two, and that the follow- ing named gentlemen, stockholders in the corporation and duly qualified, were elected Directors of the Northern Pacific Railroad Company, viz.: Directors EdWIN M. LeWIS, GeORGE W. CaSS, elected. Johnston Livingston, Chas. B. Weight, J. K. Moorhead, Joseph Dilworth, John N. Hutchinson, B. P. Cheney, George Stark, Charlemagne Tower, John M. Denison, Frederick Billings, J. Frailey Smith. The report of the Inspectors was accepted and adopted, the Directors were duly notified of their election, and the meeting adjourned sine die. FINANCIAL AGREEMENTS. ORIGINAL INTERESTS AGREEMENT BETWEEN J. GREGORY SMITH AND ASSOCIATES AND WILLIAM B. OGDEN AND ASSOCIATES, JANUARY 10th, 1867. Whereas, a Charter has been granted by the Congress of the United States for a railroad and telegraph line from some point on Lake Superior, in Minnesota or Wisconsin, to Puget Sound, with the right to construct a branch to Portland, Oregon, under the name of the Northern Pacific Railroad Company, and granting lands to aid in the con- struction of said road and telegraph to the amount of ten sections per mile on each side of said road in the States, and of twenty sections per mile on each side in the Terri- tories; which said grant of land amounts by estimate to nearly forty-seven millions of acres; and Whereas, the control of said Charter and franchise is now in the hands of J. Gregory Smith, of St. Albans, Ver- mont, and his associates ; and Whereas, said Smith and his associates have paid for the procurement of the Charter and other expenses the sum of one hundred and two thousand dollars ($102,000) in cash, exclusive of any compensation for himself or his associates, and have issued the certificates of indebted- ness of the Company bearing interest from March, 1866, for one hundred thousand dollars ($100,000) additional, 302 NORTHERN PACIFIC RAILROAD. and have agreed to recognize the stock of the Company issued by Josiah Perham, late President of the Company, to the amount of six hundred thousand dollars ($600,000); and Whereat, it is proposed, for the purpose of providing for the early commencement of the work of construc- tion of said road and telegraph, to effect an efficient organization of said Company, and to procure from Con- gress additional aid therefor by way of subsidy, and such other legislation as may be necessary in the premises; and Whereas, it is proposed, for the purpose of more conve- nient organization, to divide the said enterprise into twelve shares, to be valued at the rate of eighty-five hun- dred dollars ($8,500) per share; Now, therefore, for the purpose above set forth, this agreement, made and concluded this 10th day of January, A. 13. 1867, by and between J. Gregory Smith, of St, Albans, Vermont, acting for himself and his associates, of the first part, and such persons as may hereafter become subscribers to this agreement, parties of the second part, Witnesmth : I. That each subscriber hereto, party of the second part, shall pay on demand to said Smith the sum of eighty- five hundred dollars ($8,500) for each one-twelfth part or share in said enterprise and in that proportion for any lesser part so by himself subscribed for ; and upon pay- ment of said amount, each subscriber aforesaid shall, and he does thereby, become jointly interested with said Smith and his associates according to the number of shares or parts of shares so subscribed for by him in the Charter and franchise of the Northern Pacific Railroad, with all its rights, powers, privileges and immunities. II. It is mutually agreed by and between the parties that the best efforts of each and all shall be given to obtain from Congress the passage of a bill granting aid to the said Company for the construction of said road and tele- graph, and for such further legislation as may be needed, and that each party shall contribute, according to the FINANCIAL AGREEMENTS. 303 interest which he holds, the necessary funds for that pur- pose, said money and expenses to be paid and incurred under the direction of a committee to be appointed for that purpose. III. It is further agreed that each share in the enter- prise shall be entitled to one Director in the Company, to be elected at the next annual election of the Board, and that in the meantime the vacancies that can now be obtained by the resignation of present members may be filled by such parties from among the subscribers hereto, as may be by them designated. IV. That as soon as the necessary legislation from Con- gress can be obtained, a meeting of the subscribers shall be held at an early day to make such further organization as may be advisable with a view to the commencement of the work of construction of said road and securing the lands granted by the Charter. V. Each party hereto may subdivide his interest accord- ing to his own choice, the subdivision and addition of new parties, however, not to change the mode and manner of representation in the management as above set forth. (Signed) Wm. B. Ogden, one and one-third twelfths. Kob. H. Berdell, Pres't Erie R'y Co. Wm. G. Fargo, D. N. Barney, B. P. Cheney, A. H. Barney, J Edward Reilly, One-twelfth. G. W. Cass, One-twelfth. J. Edgar Thomson, One-twelfth. One-twelfth. Two-twelfths. -:o:- SUPPLEMENTAR.Y AGREEMENT. Whereas, in a certain agreement of date January 10th, 1837, made and executed by J. Gregory Smith, acting for himself and his associates, and representing the Charter 804 NORTHERN PACIFIC RAILROAD. and franchises of the Northern Pacific Railroad Company, of the first part, and such persons as should become subscri- bers to said agreement and the conditions thereof, of the second part, the following paragraph is made part of said agreement, to wit: "Second. It is mutually agreed by and between the parties that the best efforts of each and all shall be given to obtain from Congress the passage of a bill granting aid to the said Company for the construc- tion of said road and telegraph, and for such further legis- , lation as may be needed ; and that each party shall con- | tribute, according to the interests which he holds, the . necessary funds for that purpose ; said money and expenses to be paid and incurred under the direction of a committee to be appointed for that purpose." Now, therefore, it is further agreed and hereby made a part of said agreement to which this supplement is to be annexed, that the provisions in said paragraph contained shall be and are hereby so limited and modified that not over twelve thousand five hundred dollars ($12,500) shall be assessed or called in on any twelfth part mentioned in said agreement, including in said twelve thousand five hundred dollars ($12,500) all payments that may have been already made on acconnt of any such twelfth part, without the unanimous consent of those representing the twelve parts named in said agreement. New York, July 31st, 1867. (Signed) J. Gregory Smith, for self and associates, four and two-thirds twelfths. W. B. Ogden, One and one-third twelfths. Robert H. Berdell, Pres't, One-twelfth. D. N. Barney, ) B. P. Cheney, | One-twelfth. A. H. Barney, ) W. G. Fargo, by A. H. B, \ ^-twelfth. G. W. Cass, One-twelfth. J. Edgar Thomson, One-twelfth, for self and associates, ) Edward Reilly, One-twelfth. AGREEMENTS WITH JAY COOKE & CO. shares. MEMORANDUM OF AN AGREEMENT made and concluded this twentieth (20tfi) day of May, A. D. 1809, by and between the Northern Pacific Railroad Company by it* Executive Committee, being thereto duly au'horized, of thvfird pari, and Jay Cooke & Co., Bankers, of the City of Philadelphia, of the second part, Witnksseth: First. That the interests in the Company which are now increase of represented by twelve shares, and which have by mutual agreement and voluntary contribution paid the expenses necessary to maintain the organization and preserve the Charter of said Company, shall be increased to eighteen shares, and the additional six shares shall be assigned to and represented by the party of the second part, and shall be entitled to all the rights and privileges, and subject to all duties and liabilities, including payments heretofore made of the twelve original shares, except as hereinafter provided, to wit: Of the thirteen Directors authorized by the Charter of said Company, the party of the second part shall be entitled at this time to select two, and also two members of the Executive Committee, and in all other respects the parties representing said six additional shares shall be bound by the articles of agreement between J. Gregory Smith and associates, dated January 10th, 1867, by which the enterprise was divided into twelve shares or interests. of stock. Second. The capital stock of said Company, one Distriimtion hundred million dollars, shall be appropriated as follows:" that is to say, eighty millions one thousand of dollars thereof shall be subscribed for by the representatives of the eighteen shares above described, in^qual portions by each share, and shall be issued in full paid up stock to 20 300 NORTHERN PACIFIC RAILROAD.' each of said eighteen shares, as follows, to wit: One hundred and twenty-four thousand five hundred dollars (124,500) immediately, and fifty-four thousand dollars (54,000) to each of said eighteen shares, whenever and as often as twenty-five (25) miles of said railroad is con- structed so as to be run over by cars, and the residue of said capital stock, nineteen millions nine hundred and ninety- nine thousand dollars (19,999,000), shall be delivered to the party of the second part in fully paid up stock of equal value with the rest of said stock, as follows: that is to say, as often as said party of the second part shall sell and place to the credit of the Company on their books the proceeds of one thousand dollars of the bonds of the Company, as hereinafter provided, they shall be entitled to receive two hundred dollars of the stock aforesaid, issue of bonds. Third. Bonds of the Company to the amount of one hundred millions of dollars (100,000,000), payable in thirty years in gold, bearing interest at the rate of seven and three-tenths per cent. (7^) per annum, free from United States tax, payable also in gold at the office of Jay Cooke & Co., New York, shall be issued by the party of the first part said bonds shall be secured by a first mortgage upon the railroad, and all lands and property, real and personal, now possessed or hereafter to be acquired by said Company, and both bonds with accrued interest thereon and matured coupons, shall be receivable at all times at par in payment for the lands of the Company, at their price in cash ; said bonds shall be issued in denomina- tions of $100, $500 or $1,000 each, of coupon bonds, and $100, $500, $1,000, $5,000 or $10,000 of registered bonds, and shall be at all times exchangeable, one for the other, at the office of the Company in New York, without charges, and if deemed expedient by the party of the second part, portions of said bonds may be issued, payable principal and interest at London, Paris, Frankfort, Berlin or Amsterdam, in the coin there current, at its equivalent value with dollar bonds, and such bonds may be made ex- changeable for dollar bonds, and vice versa, at the option of the holder, for five years after the completion of the road, to wit: after cars shall run from Lake Superior to FINANCIAL AGREEMENTS. 307 Puget Sound over said road, without charge, at the office of the Company in New York. All bonds, when issued, and in case of exchange or transfer, shall be counter- signed by the Trustees. Fourth. The party of the second part shall be the sole Flscal A ^ entB - fiscal agents of the party of the first part for the negotiation and sale of all its securities, and shall be the custodians, as bankers, of all its funds; and all balances, arising from sales of the bonds aforesaid, and earnings of the road, shall be deposited with them. This arrangement shall continue during the construction of the road, and there- after, until terminated by twelve months' notice by one of the parties hereto. The said fiscal agents shall receive their commission, as hereinafter provided, upon all the one hundred millions of bonds ($100,000,000) when sold, however disposed of. And the Company shall neither sell, hypothecate, nor in any way dispose of such bonds, except through said fiscal agents, or with their consent. The proceeds of the bonds shall be placed to the credit of the Company upon the books of such fiscal agents when sold, and shall remain on deposit with them until required for disbursement, on account of construc- tion and equipment, or other legitimate expenditures of the road. Monthly statements of accounts shall be rendered by Jf n thly Btate " said fiscal agents to the Company, and all balances in excess of fifty thousand dollars ($50,000), which may remain on deposit with them, shall draw interest, to be fixed from lime to time, not, however, to exceed five (5) per cent, per annum. All balances thus on deposit, exceeding one million of dollars ($1,000,000), shall, if requested by the party of the first part, be loaned or invested by the party of the second part in such way, or in such securities, as may be satis- factory to the party of the first part. Fifth. The party of the second part shall advance to the AdvanoeB - party of the first part, as required for disbursement on the construction, equipment and incidental expenses of said road, to the extent of five hundred thousand dollars ($500,000), (or to a greater amount, if hereafter agreed 808 NORTHERN PACIFIC RAILROAD. upon). Such sums shall be drawn in such forms, and upon such time, as- may be arranged by the Executive Committee and said fiscal agents, not, however, to exceed six (6) months. To secure such advance^, the First Mortgage Bonds of the Company shall be deposited with said fiscal agents as collateral security to double the amount for which they shall thus become liable, and they shall receive one-half () per cent, per month commission for such use of their credit, and they shall also have the option to discount such acceptances at the then fair market rate, for first- class paper, on like time in New York. Priceofbonds. sixth. All bonds credited to the party of the first part on the books of the party of the second part, under this agreement, shall be accounted for as aforesaid, tit the rate of eighty-eight (88) per cent, of the face of the bonds, and accrued interest at the rate of seven and three-tenths (7 T 3 y) per cent, per annum, both in lawful money of the United States, or funds current at bank on New York. adwtfsh S i e8 ioan Seventh. The amount paid for the six (6) shares taken by the party of the second part, as aforesaid, shall be placed to the credit of the party of the first part on the books of the party of the second part, and so much thereof as may be necessary shall be at their disposal for the pur- pose of introducing and popularizing the loan herein con- templated, and for its expenditure they shall furnish proper vouchers, charging the same to the Company. And should the aforesaid sum be insufficient to cover such expendi- ture, the fiscal agents are authorized to use of the funds of the Company, deposited with them, whatever may be necessary for that purpose, furnishing like vouchers therefor. proceeds of Eighth. No land, during the construction of the road, 1*111(18. shall be sold at less than Government price,. two dollars and fifty cents ($2^-$), and the proceeds of all sales of lands, whether in bonds, coupons or other securities, shall be deposited with the Trustees before they shall be required to release or convey the same to the purchasers thereof; and all moneys in the hands of the Trustees shall be invested in the First Mortgage Bonds of the Company, FINANCIAL AGREEMENTS. 309 when said bonds can be purchased at a sum not exceed- ing one hundred and ten (1.10) cents upon the dollar and accrued interest, and when said bonds cannot be pur- chased at that rate, then said Trustees may invest in said bonds at a higher rate, or in United States bonds, or loan the funds upon first mortgages upon productive real estate worth, in every case, double the amount of the loans; but, before investing in the bonds of the Company at bo^ds emptlon ot a rate exceeding one hundred and ten (1.10) cents on the dollar, or in United States securities, or in mortgages, as aforesaid, the Executive Committee of the Company shall elect in which class of securities said investments shall be made. All bonds and paid coupons coming into the hands of the Trustees, whether by purchase or from the sale of lands, shall be canceled by them and surrendered to the Company as paid. Whatever sales of land shall be made to actual settlers Release of by the Company, the payment over to the Trustees of the proceeds of such sale shall, ipse facto, constitute a lease of the said mortgage to said lands so sold, and it shall be the duty of said Trustees to execute at once a proper release of said lands to the Company or to the purchaser. Ninth. The Company shall remain in possession of the road and all property embraced in the mortgage, until there shall be a breach of the conditions of the mortgage. Tenth. During the construction of the road, interest on . Payment of bonds shall be paid out of the earnings of the road and proceeds of sales of First Mortgage Bonds ; and no part of the proceeds of the sale of lands shall, at any time, be appropriated to the payment of interest on bonds unless the general treasury of the Company shall be entirely exhausted, and in such event the Trustees shall have executed to them, and shall hold their trust, an in- come bond bearing seven and three-tenths (7^) interest in gold, to an amount equal to the advance from the . land fund, which income bond and interest shall first be paid before any of the earnings of the road shall be paid to the stockholders ; and which income bond shall be redeemed by a Second Mortgage Bond, of equal interest 310 NORTHERN PACIFIC RAILROAD. in gold, should the Company determine to issue such bond. Purchase of . Eleventh. For the purpose of facilitating the negotiation and sale of the bonds, the fiscal agents shall have the right to purchase iron, rolling stock, etc., provided it shall be approved by the Executive Committee. Release of lands Twelfth. At the close of each fiscal year, after the con- to Company. struction 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 bought by them or received in payment of land, and the amount invested in other securities, as before provided, and shall then release and convey to the Company an amount of land of equal average value with that then remaining unsold bearing the proportion to the whole land grant as the amount of bonds thus received and money invested, as aforesaid, shall bear to the whole one hundred millions dollars of bonds ($100,000,000), upon the basis of fifty millions (50,000,000) of acres of land to one hundred millions ($100,000,000) dollars of bonds. settlement of Thirteenth. All outstanding claims against the Company, including the amounts paid by the shareholders above referred to, and compensation for personal services and expenses, shall be paid in First Mortgage Bonds of the Company at eighty-eight (88) cents on the dollar and interest, which bonds shall be offered to the fiscal agents before offering for sale elsewhere, and also said bonds may be used to retire the outstanding stock of the Company (six hundred thousand dollars ($600,000) of fully paid interest-bearing stock or so much thereof as now remains outstanding), at a rate not exceeding (50) fifty per cent, of the amount of said stock, but said bonds shall not be used to retire any portion of the twenty thousand shares (20,000) of stock originally subscribed for, which has . been forfeited for non-payment of assessments which have been duly made thereon. condition of Memorandum. It is understood that preliminary to the whole and before this contract shall be binding upon the party of the second part, they shall make such explora- FINANCIAL AGREEMENTS. 311 tions and surveys of the route, at the expense of the Company, as shall satisfy them that the enterprise is meri- torious and feasible, and upon giving notice in writing, that they are fully satisfied, this contract shall be in full force. Provided, that if this exploration should not result in the confirmation of this agreement, then the parties of the first and second parts shall defray their own expenses, respectively. THE NORTHERN PACIFIC R. R. CO., By J. Gregory Smith, President. R. D. Rice, A. H. Barney, W. B. Ogden, G. W. Cass, J. Edgar Thompson, 1 Wm. G. Fargo, Executive Committee of the Northern Pacific Railroad Company. JAY COOKE & CO. -:o: SUPPLEMENTARY AGREEMENT between Northern Pacific Railroad Company and Jay Cooke & Co. Whereas, on the 20th day of May, A. D. 1869, a certain contract was made and entered into by and between the Northern Pacific Railroad Company, by its Executive Committee, thereto duly authorized, of the one part, and Jay Cooke & Co., of Philadelphia, of the second part; the original of which (executed in duplicate) is hereto attached. And whereas, in and by said contract it was, among other condition of things, provided and understood that preliminary to the men" a agre( whole, and before the same shall be binding upon the party of the second part, they shall make such explora- tions and surveys of the route, at the expense of the Com- pany, as shall satisfy them that the enterprise is meritori- ous and feasible, and upon giving notice in writing that they are fully satisfied, this contract shall be in full force. Provided that if this exploration should not result in the 312 NORTHERN PACIFIC RAILROAD. confirmation of this agreement, then the parties of the first and second parts shall defray their own expenses, ued lUt itT com " re8 P ec tively; And whereas, the said party of the second part have made the necessary explorations and surveys of the route, and have signified to the party of the first part that they are fully satisfied therewith, and that, with cer- tain modifications, hereinafter stated, they are willing and prepared to enter into and upon the execution and per- formance of said contract of 20th of May aforesaid, if said modifications are agreed to; and that said contract shall, on said assent, be and become in full force and effect; Now, therefore, this supplemental agreement, made and entered into this 1st day of January, A. D. 1870, by and between the said Northern Pacific Railroad Company, party of the first part, and Jay Cooke & Co., of Philadel- phia, party of the second part, tietTomodiflcI- WitnesHeth: That the following modifications of the tion of agreement or ig ma i contract are hereby mutually assented to, and are incorporated with, and hereby become a part thereof, and the said original contract, modified as specified below, is hereby confirmed, and declared by the said parties to be in full force and effect. t^nodwver 11116 Fir4 - The Northern Pacific Railroad shall be located at once from a point on Lake Superior, near the mouth of Montreal River, in the State of Wisconsin, westwardly, in the most direct and practical route to a point of crossing the Lake Superior and Mississippi Railroad, at the Dalles, on the River St. Louis, in Minnesota, or as near thereto as a proper and feasible route may be found; thence west- wardly, on the line that shall be found most direct and practicable, the nature of the country, and the character and quantity of the lands, being duly considered, to the Red River. construction Second, For the present, and until hereafter deemed east of Dalles _ l suspended tem- expedient by the Board of Directors, the construction of porarily. the road east of the point of intersection with the Lake Superior and Mississippi Railroad shall be deferred, and the efforts of the parties, and the moneys raised, shall be devoted to the construction of the road from said point of intersection westwardly. FINANCIAL AGREEMENTS. 313 Third. The Land Companies and parties in interest in Landsatrmluth the lands at Duluth, and at the Dalles on the St. Louis River, and points intermediate, shall convey to the parties in interest in the Northern Pacific Railroad Association, in such form as they shall designate, one-half of all the lands and water power owned or controlled by them at the points above named, at the original cost of the same ; and also a free gift of all the lands at the point of inter- section with the Lake Superior and Mississippi Railroad, and at Duluth, that may be required by the Company, for depot grounds, station houses, shops, etc., and all needed accommodations, together with the right of way across ^ a g n d t s tor any lands at Duluth or on Wisconsin or Minnesota points, or between Duluth and the Mississippi River, on any lands owned or controlled by parties interested in Duluth. Fourth. The building of the road shall be commenced for ^i t h Uction forthwith, and shall progress as rapidly as possible, due and proper regard being had to the success of the party of the second part in procuring means from the negotia- tion and sale of the securities of the Company. Fifth. The eighteen shares or interests mentioned in sh ^l rca,ee of the agreement of May 20th, 1869, shall be increased to twenty-four, of which the fiscal agents shall have twelve, the cost thereof to be paid for as stated in the agreement aforesaid. Sixth. In addition to the Trustees heretofore mentioned, Additional Trustee. some suitable and proper safe deposit or trust company in New York or Philadelphia shall be constituted Com- pany Trustees to perform the fiduciary duties of the trust, including registration, etc., of the bonds. The bonds of the Company, to be used in taking up the six hundred thousand dollars ($600,000) of stock, are to be taken at par in exchange for stock at not to exceed fifty cents on the dollar. Seventh. The party of the second part agree to hold all st oek to be the stock which may be issued to them under this agree- ^oru/part 5 ' 4 ment, for the purpose of maintaining the organization of the Company on the basis of the agreement of January 10th, 1867, made by J. Gregory Smith with the holders of the twelve interests, by which each of the original interests 3H NORTHERN PACIFIC RAILROAD. was to have a Director ; except, that of the thirteen Directors authorized by the Charter, the party of the Proxies second part shall be entitled to two ; and that they will retain powers of attorney, irrevocable, of all the stock which they may sell or dispose of, so as to secure the same result until the road shall be fully completed and cars running, from its eastern terminus on Lake Superior to the Pacific coast. toto'or^nizeT E construction of the road, it is hereby stipulated by the party of the second part, that five millions of dollars shall be raised by the said party of the second part, by sub- scription, within thirty days from the date of this supple- mental agreement, and that for the immediate use of the Company, in entering upon said work, in making surveys, etc., the said party of the second part hereby agree to pay the drafts of the said party of the first part, from time to time, to the extent of twenty-three thousand one hundred and seventy-five dollars, and as security therefor, the said party of the first part, by their President, and in accord- ance with the vote passed by the Northern Pacific Rail- road associates, at a meeting held in New York, on the 22d day of December, 1869, shall assign and transfer to said party of the second part one-thirteenth part or share in said association, at the cost price thereof, at this date, which said share the said party of the second part is to hold as collateral security for the sum so advanced; and when the slid five millions of bonds are subscribed for, the said share is to be transferred back to said party of the first part and canceled, and the money so advanced is to be charged up in account against the said party of the first part, and go into the expenditures of construc- tion of said road. The said sum of five millions above referred to, when subscribed, to be drawn, as the same FINANCIAL AGREEMENTS. 315 may be needed and required in the construction of the road to Red River, by the checks of the Company on said party of the second part, signed by the President and countersigned by the Treasurer. Tenth. It is understood and agreed by the parties hereto Amendment to that sections one and two of the original agreement are to two of original be amended so as to conform to the modifications con- tained in section five of the supplemental agreement, and, as amended, shall read as follows : First. That the interests in the Company, which are now represented by twelve shares, and which have by mutual agreement and voluntary contribution paid the expenses necessary to maintain the organization and pre- serve the Charter of said Company, shall be increased to twenty-four (24) shares, and the additional twelve shares shall be assigned to and represented by the party of the second part, and shall be entitled to all the rights and privileges, and subject to all the duties and liabilities, in- cluding payments heretofore made, of the twelve original shares, except as hereinafter provided, to wit : Of the thirteen Directors authorized by the Charter of original Arti- said Company, the party of the second part shall be en- between smith titled to select two, and also two members of the Execu- holders to be a .. ,- ... , . n n , n ,. basis of operation tive Committee and m all other respects the parties representing said twelve additional shares shall be bound by the articles of agreement between J. Gregory Smith and associates, dated January 10th, 1867, by which the enterprise was divided into twelve shares or interests. Second. The capital stock of said Company, one hundred Division of millions of dollars, shall be appropriated as follows, that 8 0CK ' is to say : Eighty millions one thousand dollars thereof shall be subscribed for by the representatives of tbe twenty-four shares above described in equal portions by each share, and shall be issued in full paid up stock to each of said twenty-four shares as follows, to wit: Ninety- three thousand four hundred dohars ($93,400) im- mediately and forty thousand five hundred dollars ($40,500) to each of said twenty-four shares whenever and as often as twenty-five (25) miles of said road is com- pleted so as to be run over by cars and the residue of 316 NORTHERN PACIFIC RAILROAD. said capital stock, nineteen million nine hundred and ninety-nine thousand dollars ($19,999,000), shall be delivered to the party of the second part, in fully paid up stock of equal value with the rest of said stock, as follows, that is to say: As often as said party of the second part shall sell and place to the credit of the Company on their books the proceeds of one thousand dollars of the bonds of the Company, as hereinafter provided, they shaU be entitled to receive two hundred dollars of the stock afore- said, until the whole $19,999,000 in stock shall be issued. The best efforts of the party of the second part shall be devoted to the negotiation and s-ile of the bonds of the Company referred to in the original and in this supple- Failure to ne- mental contract, and in the event of failure of the party Fiscal Agents, of the second part to sell said bonds with sufficient rapidity to meet the wants of the Company in construct- ing their said road, the said Company exercising prudence and caution in the prosecution of the said work, then, and in that event, the said party of the first part shall have the right to negotiate said bonds in such manner and at such rates as they may deem advisable, giving to the party of the second part the option to negotiate at the rate fixed by the said party of the first part. And to the extent that said bonds are sold by the party of the first part, on failure of the party of the second part to sell, the said party of the second part shall not be entitled to receive the commissions as provided in the agreement of 20th May, 1869. NORTHERN PACIFIC RAILROAD CO., By J. Gkegory Smith, President. G. W. Cass, \ J. Eogau Thompson, / . . ri ... r I Executive Committee of ' ) the Northern Pacific Wm. B. Ogden, / ., j n - \ Railroad Company. Wm. G. Fakgo, \ L ' R. D. Rice, J JAY COOKE & CO., Philadelphia. AGREEMENT Between the Northern Pacific Railroad Company and a Syn- dicate of Bankers. ^griimittt, made this 30th day of November, A. D. 1880, between the " Northern Pacific Eailroad Company," of the one part, and Drexel, Morgan & Co., Winslow, Lanier & Co. and A. Belmont & Co., of the second part, Witnesseth : 1. That the Noithern Pacific Eailroad Provisions oi Company have agreed and do hereby agree with the gage, parties of the second part, to make, execute and deliver to such Trustee as may be named by the parties of the second part a mortgage upon the entire road of the Com- pany, constructed and to be constructed, and authorized to be built and constructed under the Charter of the Com- panj", together with all lands now owned, and all such as may hereafter be acquired by the Company by virtue of extending and constructing its road under the Charter of . the Company and any supplements thereto, or in any other manner, and also all property and rights of property, privileges and franchises of the Company (including its franchise to be a corporation), now owned or that may hereafter be owned or acquired; but subject, neverthe- less, as to the lands of the Company east of the Missouri River, in the State of Minnesota, and in the Territory of Dakota, to all the rights of the holders of the preferred stock of the Company as to the power of the conversion of the stock into lands, and also as to the proceeds of sales of such lands as may be sold, and also to dividends out of the "net earnings" of the Company as is particularly mentioned and set out in the plan of the "Reorganization of the Northern Pacific Railroad Company," a copy of which is annexed to this agreement. 2. The mortgage shall contain the clauses for further assurances if required, and the default clauses and pro- 318 NORTHERN PACIFIC RAILROAD. visions for the payment of interest, sinking fund and taxes usual in such mortgages, and also such other stipulations for the security and protection of the bonds to be issued under and secured by the mortgage as may be usual. Bonds to 8. The mortgage shall be made to secure an issue of amount of $25,- ooo per mile, bonds not to exceed an average of $25,000 per mile of road, as the same has been or may hereafter be ac- tually completed and accepted by the President of the United States. Description of 4. The bonds shall be first mortgage, sinking fund bonds, bearing six per cent, interest, payable semi- annually on the 1st days of January and July in each year, in the City of New York, and both principal and interest shall be payable in gold coin of the United States of the present standard of weight and fineness, and free from all United States, State and Municipal taxes that may be required by law to be deducted by the Company from said interest; the Company assuming to pay the same. But it is understood that there are now, upon certain sections of the road and certain lands and land grants of the Company, mortgages given to secure bonds amount- ing to not exceeding $6,500,000, and that the existence of these divisional mortgages shall not be held or taken to be a violation of this agreement. Reservation 5. The mortgage shall provide that bonds shall be re- bonds served by the Trustee sufficient in amount to equal the divisional bonds issued and outstanding, so that the amount of bonds actually issued secured by mortgage shall not exceed the $25,000 per mile of road, as the same has been or may hereafter be actually completed and ac- cepted by the President of the United States. 6. Both the mortgage and bonds to be created and issued, shall conform to the terms of the plan of reorgan- ization above mentioned, and their form and provisions shall be satisfactory to the counsel of the parties of the second part. $10,000,000 at 90. 7. The Company agree to sell and the parties of the second part agree to buy ($10,000,000) ten millions of FINANCIAL AGREEMENTS. 319 dollars of said bonds at the rate of ninety cents on the dollar for cash as of January 1st, 1881, and interest shall accrue to the parties of the second j>art from that date upon the said bonds whether delivered or not. In case the bonds are not delivered on the 1st of January, the Company shall issue their receipts for the purchase money, promising to deliver the bonds as soon as they are ready for delivery. 8. The partus of the second part shall also have the following options: I. To take ($10,000,000) ten millions of dollars more of option of $io,- i e i 000,000 at 92'., in the said bonds at the rate of ninety-two and a half (92) issi. cents on the dollar, and the accumulated interest, at any time during the year 1881; the bonds shall be delivered after they shall be called for, as fast as they can be issued by the Company, and any portion thereof which cannot be issued in 1881 shall be issued and delivered as soon thereafter as the Company shall have the power or be able to do so. If the parties of the second part exercise this option, thqy shall give notice to the Company of their purpose to take the bonds on or before the 31st day of December, 1881. II. To take ($10,000,000) ten millions of dollars more option of $io.- of said bonds at the price of ninety-two and a half cents 1882. on the dollar, and accrued interest, at any time during the year 1882. But this option must also be exercised by the giving of notice on or before the 1st day of July, 1882, of their purpose to take $5,000,000 of the said bonds, and on or before the 1st day of October, 1882, of their purpose to take the remaining $5,000,000 of said bonds. III. To take ($10,000,000) ten millions of dollars more option of $io,- of said bonds at the price of ninety-two and a half cents issk a m on the dollar, and accrued interest, at any time during the year 1883. This option must in like manner be ex- ercised by the giving of notice on or before the 1st day of July, 1883, of their purpose to take $5,000,000 of said bonds, and on or before the 1st day of October, 1883, of H20 NORTHERN" PACIFIC RAILROAD. their purpose to take the remaining $5,000,000 of said bonds. conditions of 9. it is understood and agreed that the parties of the options. - 1 second part have the right to exercise their several options by calling for and taking the whole of the bonds included in any option at any one time, or any part or parts thereof at different times, and within the limits of time allowed for the exercise of any option they may from time to time give notice and take parts of the amounts of such bonds when and as often as they may see fit, and the partial exercise of any option shall not in any manner prejudice or affect their right to call at an- other time or other times for other bonds to which such option may apply, or make them responsible for any bonds except such as may be included in such notice or notices. But it is also understood and agreed, that if, by reason of the provisions in the plan of reorganization or any provisions in the Charter, or other cause over which the Company cannot have control, the delivery of the bonds according to the terms of this agreement should be prevented, then the options applicable to such bonds respectively shall be extended so as to cover the full length of time during which such disability may con- tinue, and shall apply to all the bonds to which such dis- ability shall apply. It is further understood and agreed that if the parties of the second part shall fail or decline to exercise their options, or either of them, then they shall lose their right to the bonds not already taken by the exercise of previous options, and the Company shall be free to negotiate the sale thereof to any other party or parties. night of calls. 10. The parties of the second part shall also have the right to call for the bonds included in the option for the year 1883, or any part or parts of the amount thereof, during the year 1882, if they see fit so to do, and give notice of such call or calls on or before the 31st day of December, 1882. Road to be fin- 11. The Company further agree with the parties of the second part, that the line of railroad, as contemplated, shall and will be built, constructed and equipped in such FINANCIAL AGREEMENTS. 321 a way and to such an extent as will furnish and provide a through railroad route to the Pacific Ocean, without any unnecessary delay, and as rapidly as it can be done with judicious regard for economy and business-like con- struction, and they now express the expectation that it can be completed to the extent above mentioned by the end of the year 1883. 12. The Company further agree with the parties of the^ t ^ ment80f second part, to make, execute and deliver any and all instruments of writing, and to do and perform all acts that may be requisite or proper to enable the Company to deliver the bonds in accordance with this agreement. 13. The Company also agrees not to sell or offer for sale any of the bonds secured by said mortgage, until the full time shall have elapsed within which the options above provided for can be exercised. 14. Should the Company, at any time after the sale of Bonds in excess V" rf .of $40,000,000. the $40,000,000 bonds above mentioned, sell any more of the bonds issued under and secured by the above men- tioned mortgage, such bonds shall be first offered to the parties of the second part at the lowest price which the Company will accept for them, and the parties of the second part shall have a reasonable time allowed them for the acceptance or rejection of the proposition. 15. The Company also agrees to pay to the parties of Five per cent, the second part, in consideration of the purchase of said stock^ bonds, five per cent, upon the amount of the bonds which may be taken under this agreement in the preferred stock of the Company. The shares of preferred stock so earned shall be issued to the parties of the second part from time to time, when and as often as the same or any part thereof shall accrue to or be earned by the parties of the second part under this agreement. 16. The bonds and mortgage shall be prepared by the Delivery of Company, and executed with all reasonable dispatch, and bonds - the first $10,000,000 of bonds shall be delivered as speedily as may be possible, the 1st day of January, 1881, being the date upon which they should be delivered under this agreement. 21 NORTHERN PACIFIC RAILROAD. 17. The mortgage shall contain some proper provisions for the delivery of the bonds to the Company by the Trustee, upon being furnished with the certificates of the Chief Engineer or other proper officer of the Company, stating the number of miles of road constructed, completed and accepted by the President of the United States, as provided in the plan of reorganization, and it shall also contain a provision that the money received for the sale of the bonds shall and will be applied to the building, con- structing and equipping of the said railroad and interest on the bonds issued under and secured thereby, and to no other purposes. Direct contract i& The Company hereby agrees and stipulates that the for building road r j ./ o r building and constructing of the road shall be done by direct contracts on the most advantageous cash terms only, and that no Constr action Company shall be formed under its auspices for that purpose. Retirement of 19. The mortgage shall contain provisions whereby any divisional bonds , - - , ^, -. . . , , e -t bonds, secured by the divisional mortgages above referred to, that shall be taken up by any sinking fund, or by con- version into lands, or by the proceeds of sales of lands, shall be canceled, and also that thereupon a correspond- ing amount of the bonds secured by the mortgage to be made shall likewise be canceled. The bonds of the latter class so to be canceled shall be taken out of the bonds reserved in the hands of the Trustee on account of the bonds secured by the divisional mortgages hereinbefore mentioned. "When this cancellation shall take place, no issue shall at any time be made of bonds to take their place. Exchange of di- 20. The divisional bonds may be exchanged into the visional bonds. bondg rese rved in the hands of the Trustee as above pro- vided, and when so exchanged they shall be canceled ; but for five years from January 1st, 1881, no such exchange shall be made except with the consent of the parties of the second part, and the mortgage shall be so drawn that the Company may be able to comply with this agreement to secure this right of exchange to the parties of the second part for five years. FINANCIAL AGREEMENTS. 21. The mortgage shall also provide that the bonds ^J^SAJ^ issued under and secured thereby shall be receivable in payment for lands of the Company at par, with ten per cent, added thereto, and accrued interest to date of pay- ment, and also that any cash received for the sale of lands, and also any funds derived from the payments on account of the sinking fund, shall be invested by the Trustee in the said bonds at the best rate at which they can be obtained, but if they cannot be purchased below above price of par, with ten per cent, added thereto, and accrued interest, then a drawing shall take place as is usual in the case of sinking funds, and the bonds so drawn shall be paid at par, with ten per cent, added thereto, and accrued interest, and then canceled by the Trustee. The bonds shall be so purchased or drawn only out of the bonds pre- viously sold and then outstanding, and no bonds shall afterwards be issued in the place of those so paid and canceled, whether paid for lands or purchased or drawn as above provided. 22. The mortgage shall provide for the application of Extinguiah- 00 * * * . mentof preferred the proceeds of the sales of lands east of the Missouri stock. River, in the State of Minnesota and Territory of Dakota, to the extinguishment of the preferred stock in accord- ance with the plan of reorganization. But if the holders of the preferred stock will not receive the money and sur- render their stock for cancellation, then some proper provision shall be made for investing the money in the bonds of the Company, secured by the mortgage. A restriction shall also be inserted in the mortgage, whereby no dividend shall be made upon the preferred or common stock at any time, until the funds have been provided out of the " net earnings " to pay the current interest and sinking fund on the bonds as provided in the plan of reorganization. 23. It is further distinctly understood, that in entering Respective in- into this agreement, the parties of the second part are ing firms, acting severally, and each is bound only in the proportion of the respective interests as set out below, viz.: Drexel, Morgan & Co., $*$, Winslow, Lanier & Co., -$fe, A. Belmont & Co., ^ T , 324 NORTHERN PACIFIC RAILROAD. and that the Company can only hold each one responsible for the fulfillment of the contract to the extent above stated no one of them being responsible for either of the others, and there being no right on the part of either to call upon the others for contribution. Two Directors 24. The parties of the first part further agree and bind bankers. themselves, that for and during the period of five years from this date, they will procure the stockholders of the Company to elect as Directors of the Company two per- sons, who may be named by the parties of the second part, from year to year, for that purpose. Drexel, Morgan & Co. Winslow, Lanier & Co. August Belmont & Co. (Signed) NORTHERN PACIFIC R. R. Co., By Frederick Billings, President. Accrued inter- It is understood by and between the parties to the fore- puted. going contract, that whenever the words " accrued inter- est" are used as regards the options therein provided for, that said accrued interest shall be computed until such time as (owing to completed road being accepted by the President of the United States) the Company shall have the right to deliver the bonds called for ; and from that time the interest accruing on the bonds shall belong to the purchaser. (Signed) NORTHERN PACIFIC R. R. Co. , By Frederick Billings, President. The originals were also signed by the three firms. MORTGAGES. THE MISSOURI DIVISION MORTGAGE. W^ gtttfftttUM, made the first day of May, A. D. one thousand eight hundred and seventy-nine, between the Northern Pacific Railroad Company, a corporation created and existing by and under an Act of the Congress of the United States of America, entitled " An Act granting lands to aid in the construction of a railroad and tele- gragh line from Lake Superior to Puget's Sound, on the Pacific coast, by the Northern Route," approved July 2d, 1864, party of the first part, and the Farmers' Loan and Trust Company, of the City of New York, Trustee, party of the second part : Whereas, the party of the first part, by the aforesaid act and the joint resolutions of Congress supplementary thereto, is authorized and empowered to lay out, locate, construct, furnish, maintain and enjoy a continuous rail- road from a point on Lake Superior, in the State of Min- nesota or Wisconsin, thence westerly, by the most eligible railroad route as should be determined by the party of the first part, to some point on Puget Sound, via the Val- ley of the Columbia River, with a branch from some con- venient point on its main trunk line across the Cascade Mountains to Puget Sound. The second section of the said act is as follows : "Sec 2. And be it further enacted, citations from that the right of way through the public lands be, an d Act80fCon re88 the same is hereby, granted to said ' Northern Pacific Railroad Company,' its successors and assigns, for the construction of a railroad 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 328 NORTHERN PACIFIC RAILROAD. on each side of said railroad, where it may pass through the public domain, including all necessary ground for station buildings, work shops, depots, machine shops, switches, side tracks, turn-tables and water stations; and the right of way shall be exempt from taxation 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 operation of this act, and acquired in the donation to the road named in this bill." And by Section 3, It is further enacted, " that there be, and hereby is, granted to the Northern Pacific Railroad Company, its successors and assigns, for the purpose of aidingin the construction of said railroad and telegraph line to the Pacific coast, and to secure the safe and speedy transportation of the mails, troops, munitions of war and public stores over the route of said line of rail- way, every alternate section of public land,not mineral, desig- nated 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 whenever, on the line thereof, the United States have full title, not reserved, sold, granted or otherwise appro- priated, and free from pre-emption 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 Gen- eral Land Office ; and whenever, prior to said time, any of said sections, or parts of sections, shall have been granted, sold, reserved, occupied by homestead settlers, or pre-empted or otherwise disposed of, other lands shall be selected by said Company in lieu thereof, under the direction of the Secretary of the Interior, in alternate sections, and desig- nated by odd numbers, not more than ten miles beyond the limits of said alternate sections." And it is therein provided, that in lieu of mineral lands, a like quantity of unoccupied and unappropriated and agricultural lands in odd numbered sections nearest to the line of the road, and within fifty miles thereof, may be selected as above pro- vided: "And provided, further, that the word 'mineral, MORTGAGES. 329 when it occurs in this act, shall not be held to include iron or coal." By joint resolution No. 67 of the Forty-first Congress, second session, entitled "A resolution authorizing the Northern Pacific Railroad Company to issue its bonds for the construction of its road, and to secure the same by mortgage, and for other purposes," approved May 31st, 1870, it was resolved that, "in the event of there not being in any State or Territory in which said main line or branch may be located, at the time of the final location thereof, the amount of lands, per mile, granted by Con- gress to said Company, within the limits prescribed by its Charter, then said Company shall be entitled, under the directions of the Secretary of the Interior, to receive so many sections of land belonging to the United States, and designated by odd numbers, in such State or Territory, , within ten miles on each side of said road, beyond the limits prescribed in said Charter, as will make up such deficiency on said main line or branch, except mineral and other lands, as excepted in the Charter of said Com- pany of eighteen hundred and sixty-four, to the amount of the lands that have been granted, sold, reserved, occu- pied by homestead settlers, pre-empted or otherwise dis- posed of subsequent to the passage of the act of July two, eighteen hundred and sixty-four." And by section six of the said act, approved July 2d, 1864, It is 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 construc- tion 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." And whereas, by the aforesaid resolution, approved May 31st, 1870, it was " 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 issue its bonds to aid in the construction and equipment of its road, and to secure the same by 330 NORTHERN PACIFIC RAILROAD. mortgage on its property and rights of property of all kinds and descriptions, real, personal and mixed, includ- ing its franchise as a corporation; and as proof and notice of its lejjal execution and effectual delivery, said mortgage shall be filed and recorded in the office of the Secretary of the Interior." And whereas, the said Northern Pacific Eailroad Com- pany, party of the first part, for the purpose of aiding in the construction and equipment of that part of its main line of railroad known as " the Missouri Division of the Northern Pacific Railroad," extending from the Missouri to the Yellowstone River, a distance of two hundred and five miles, has determined and duly resolved to make and deliver its bonds to an amount not exceeding two and a half millions of dollars, each payable to the holder thereof forty years after date, in lawful money of the United States of America, with interest, payable semi-annually in like lawful money, at the rate of six per centum per annum, at the office of said party of the first part, in the City of New York; and to secure the payment of the principal and interest of said bonds as the same shall fall due, by a first mortgage upon the entire of said division of said main line of railroad, and the appurtenances and fran- chises thereto belonging, and also upon so much of the lands granted by Congress to the said party of the first part, its successors and assigns, for the purpose of aiding in the construction of said railroad and- telegraph line to the Pacific coast, as are applicable to said division; which said bonds, with the accrued interest thereon, shall be receivable at all times, at par, for the snid lands, as they shall be acquired by the construction of the road. Said bonds shall be in denominations of $100, $500 and $1,000, as follows: five hundred of said bonds shall be registered bonds of the denomination of $1,000 each, numbered consecutively from 1 to 500, inclusive ; fourteen hundred of said bonds shall be coupon bonds of the denomination of $1,000 each, numbered consecutively from 501 to 1,900, inclusive; one thousand of said bonds shall be coupon bonds of the denomination of $500 each, numbered con- secutively from 1,901 to 2,900, inclusive ; and one thous- and of said bonds shall be of the denomination of $100 MORTGAGES. 331 each, numbered consecutively from 2,901 to 3,900, inclu- sive; but the said coupon bonds of the denominations of $1,000 and $500 may, at the option of the holders, at any time be registered on the books of the Company, in the City of New York, and after such registration they shall not be transferable, except on the books of the Company, unless the last transfer be to bearer; and they shall con- tinue subject to successive registrations and transfers to bearer, at the option of each holder. They shall be signed by the President and Secretary of the said party of the first part, and deposited with the said Farmers' Loan and Trust Company of the City of New York, by whom they shall be certified and counter- signed, and none of said bonds shall be valid for any pur- pose unless so certified and countersigned. All of said bonds, or so many of them as may be necessary, are to be issued and negotiated for the purpose aforesaid, and are to be equally and ratably secured hereby according to their respective amounts, without preference or priority on account of the time of their actual issue or negotiation, and shall be in general form and substance as follows: No. 2,345. . No. 2,345. NORTHERN PACIFIC RAILROAD, Missouri Division, $500 First Mortgage Bond. $500 The Northern Pacific Railroad Company, incorporated by Act of the Congress of the United States of America, approved July 2d, 1864, for value received, promises to pay to the holder of this bond, on the 1st day of May, A. D. 1919, at its office in the City of New York, five hundred dollars in lawful money of the said United States, and also interest thereon at the rate of six per cent, per annum, payable semi-annually, in like lawful money, at the said office, on the 1st days of November and May in each year, on the presentation and surrender of the annexed coupons as they severally become due. This bond is one of a series of three thousand and nine hundred bonds, to wit: Five hundred registered bonds, of the denomination of $1,000 each, fourteen hundred 332 NORTHERN PACIFIC RAILROAD. coupon bonds of the denomination of $1,000 each, one thousand coupon bonds of the denomination of $500 each, and one thousand coupon bonds of the denomination of $100 each, amounting in the aggregate to $2,500,000; and all bearing date the 1st day of May, 1879; the payment of all which is secured by a First Mortgage or Deed of Trust of the same date, duly executed and delivered by said Company to the Farmers' Loan and Trust Company of the City of New York, Trustee. This bond, or any of said series, shall not be obligatory or valid for any purpose, unless certified and counter- signed by the said Farmers' Loan and Trust Company of the City of New York; and the same may be redeemed at any time before the maturity thereof by application of the proceeds of the sales of lands, or may be called in at any time after five years from the date hereof, for, and by operation of, the sinking fund, as provided in the said mortgage. This bond shall pass by delivery or by transfer on the books of the Company in the City of New York. After a registration of ownership, certified hereon by the transfer agent of the Company, no transfer except on the books of the Company shall be valid, unless the last transfer be to bearer, which shall restore transferability by delivery. But this bond shall continue subject to successive regis- trations and transfers to bearer, as aforesaid, at the option of each holder. And this bond and accrued interest thereon shall be re- ceivable, at par, in payment for lands acquired by the t construction of the Missouri Division of the Northern Pacific Railroad, extending from the Missouri to the Yellowstone River. In Testimony Whereof, the said Northern Pacific Railroad Company has caused these presents to be signed by its President and L - Secretary, and its corporate seal to be hereto affixed, at New York, the 1st day of May, A. D. 1879. President. Secretary. MORTGAGES. 333 It is hereby certified that the Northern Pacific Railroad Company, by mortgage dated the 1st day of May, A. D. 1879, has granted and conveyed to the undersigned and its successors, in trust, the entire of the Missouri Division of the Northern Pacific Railroad, extending from the Missouri to the Yellowstone River, a distance of 205 miles, with the appurtenances and franchises, and all the property thereto belonging or therewith connected, whether now held or hereafter to be acquired; and all the right, title and interest of the s aid Company of, in and to all and singular the lands granted by Congress to aid in the construction of said railroad, which are or may be applicable or pertaining to said division. And it is further certified that the said mortgage has been executed and delivered to the undersigned, and filed and recorded in the office of the Secretary of the Interior in the City of Washington, for the exclusive benefit and security of the holder of this bond, and the holders of other bonds of said Company, issued or to be issued, to an amount not exceeding two millions and five hundred thousand dollars, and that the same is the First Mortgage on the property and franchises therein described. Trustee. Countersigned and registered by: $15.00. No. 2,354. NORTHERN PACIFIC RAILROAD COMPANY will pay to bearer at its office in the City of New York fifteen dollars, in law- ful money, being the interest due 1st May, 1900, on bond No. 2,354, unless said bond be previously designated for redemption, or called in for the Sinking Fund, as provided in the mortgage. Treasurer. $15.00. No. 2,354. NORTHERN PACIFIC RAILROAD COMPANY will pay to bearer at its office in the City of New York fifteen dollars, in law- ful money, being the interest due 1st November, 1900, on bond No. 2,354, un- less said bond be previously designated for redemption, or called in for the Sinking Fund, as provided in the mortgage. Treasurer . Now, therefore, this Indenture Witnesseth, that the Northern Pacific Railroad Company, party of the first part hereto, in consideration of the premises and for the purpose of 384 NORTHERN PACIFIC RAILROAD. securing the payment of the principal and interest of the said bonds, when and as the same shall become due and payable according to the tenor and effect of the said bonds and of this indenture, has given, granted, bargained and sold, transferred and conveyed, and by these presents doth give, grant, bargain and sell, transfer, convey and confirm unto the said party of the second part, and to its successor and successors forever, all and singular that certain part and portion of the main line of Property the railroad of the said party of the first part known as mortgage. y e the Missouri Division of the Northern Pacific Railroad, and extending from the Missouri River to the Yellowstone River, as the same is to be constructed, and to run from a point on the right or west bank of the Missouri River opposite the City of Bismarck, in the Territory of Dakota, to a point on the right or east bank of the Yellowstone River, being the first point at which the line of said rail- road, running westwardly, shall strike or touch the said Yellowstone River, in the Territory of Montana, a distance of 205 miles, more or less; including the right of way therefor, the road-bed thereof, the superstructure of all sorts placed or to be placed thereon, and all station and depot grounds, to be used in connection therewith; and all railways, tracks, side tracks, bridges, viaducts, culverts, fences, station houses, engine houses, car houses, freight houses, wood houses, machine shops, water tanks, turn- tables, and all other structures, buildings and fixtures whatsoever, placed or to be placed on the said division of the said railroad, or acquired or to be acquired for the use of the same, or of the business thereof; and all machinery, tools, implements, fuel and materials provided or to be provided for constructing, maintaining, operating or repairing the said division of said railroad, or any part thereof, or any part of its appurtenances, or for repairing or replacing the tracks or superstructure aforesaid; and also all corporate and other franchises of the said party of the first part, connected with or relating to the said divi- sion of the said railroad, and the construction, mainten- ance, use and enjoyment thereof. Also all the right, title, interest, estate, claim and demand whatsoever, which the said party of the first part now has, or which it, or its sue- MORTGAGES. 335 cessors or assigns, shall or may at any time hereafter acquire, or become in any way entitled to, of, in and to all and singular the lands granted by Congress to the said Northern Pacific Railroad Company to aid in the construction of its railroad and telegraph line, appertain- ing and ajDplicable to the said Missouri Division of the said railroad that is to say, all the lands and seciions, fractional sections, and parts and subdivisions of sections of land in the Territories of Dakota and Montana, situate, lying and being on each side of the line of the entire of said division of the said railroad, as the same shall be finally and definitely located within the limits, and em- braced or intended to be embraced within the terms of the grant and grants made by Congress as aforesaid, which shall be acquired by reason of the construction of that part of said railroad, extending from the Missouri River to the Yellowstone River, as aforesaid, being, by the terms of said grant, forty sections of lands for each mile of the said division, and also all indemnity lands, wheresoever the same may be situated, that shall or may be acquired to make up for or supply deficiencies in the said granted lands, in pursuance of, and in accordance with, the terms and provisions of said grant. Together with all and singular the tenements, heredita- ments and appurtenances to the said division of the said railroad, and to the said lands and premises, and all or any part or parts thereof, belonging or in anywise appertain- ing; and the reversions, remainders, tolls, income, rents, issues and profits thereof; and, also, all the estate, right, title, interest, property, possession and right of possession, claim and demand whatsoever, as well in law as in equity, of the said party of the first part of, in, to and concerning the same and every part and parcel thereof, with the appurtenances. To Have and to Hold the Same, unto the said party of the second part, and to its successor and successors in this trust, in fee simple, to the only proper use and behoof of the said party of the second part, its successor and successors forever; In Trust, Nevertheless, to and for the uses and purposes, 336 northern pacific railroad. and with the powers and authorities hereinafter men- tioned and set forth that is to say : Article First. Until default shall be made by the said party of the first part in the payment of the principal or interest of the said bonds, or some of them, or in respect of some act or thing, covenant or agreement, herein re- quired to be done, performed or kept, the said party of the first part shall be permitted to possess, manage, operate and enjoy the said Missouri Division of said rail- road, with its appurtenances, and the other property and franchises belonging thereto, hereinbefore described, and to receive, take and apply to its own use the tolls, incomes, revenues, rents, issues and profits thereof; subject, how- ever, to the provisions herein contained respecting the earnings of the entire of the said railroad. And the said granted lands hereby conveyed shall remain the property of the said party of the' first part, subject to this convey- ance for the security of the payment of said bonds. And whenever the said bonds hereby secured shall be fully paid and extinguished, this conveyance shall be discharged of record. Right of entry Article Second. In case default shall be made in the in case of three payment of any of the interest on any of the aforesaid months' default, n . - , i . , . . ., bonds, issued or to be issued, or in any payment required to be made into the sinking fund herein provided, or in any requirement herein contained, to be done or kept by the said party of the first part, and if any such default shall continue for the period of three months, then, upon re- quisition and indemnity, as hereinafter prescribed in Article Fourteenth, it shall be lawful for the Trustee, personally or by its attorneys or agents, to enter into and upon all and singular the said division of the said railroad, with the appurtenances, and all other the property and franchises belonging thereto and hereby conveyed, or meant or intended so to be, and each and every part thereof; and to have, hold and use the same, operating by its managers, superintendents, receivers or servants, or other attorneys or agents, the said division of the said railroad, and conducting the business thereof, and MORTGAGES. 3#7 exercising the franchises pertaining thereto, and making, from time to time, all repairs and replacements, and such useful alterations, additions and improvements thereto, as may seem to be necessary or judicious; and to collect and receive all tolls, freights, incomes, rents, issues and profits of the same, and of every part thereof; and after deducting the expenses of operating the said division of said railroad, and of conducting its business, and of all the said repairs, replacements, 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 compensation for its own services, to apply the money arising as aforesaid to the payment of interest on the bonds hereby secured, in the order in which such interest shall have become due, ratably, to the persons entitled to such interest; and if, after paying all interest which shall have become due, a surplus shall re- main, such surplus, and the property herein mentioned and included, shall be forthwith paid and returned to the said party of the first part. Article Third. In case default shall be made as afore- ftOeofwOroad. said, and shall continue as aforesaid, or in case default be threo months' made in the payment of any of the principal of said bonds, when the same shall become due, it shall likewise be law- ful for the Trustee, or its successor or successors, upon requisition and indemnity, as in said Article Fourteenth prescribed, after entry as aforesaid, or without entry, per- sonally, or by its attorneys or agents, to sell and dispose of all and singular the said division of said railroad, with the appurtenances, and all other the property and franchises thereto belonging and hereby conveyed, or intended so to be, to the highest bidder or biddei*s at public auction, in the City of New York, or at such place on the line of said division within any State or Territory in which the said division of said railroad, or any part thereof, may then be, as the Trustee may designate, and at such time as it shall appoint, having first given, notice of the place and time of such sale by advertisement, published not less 22 338 NORTHERN PACIFIC RAILROAD. than three times each week for six consecutive weeks in one or more newspapers in the Cities of Boston, New York, Philadelphia and Chicago, and in one or more places in each judicial district of the United States in which any part of the said division of ?aid railroad may then be situated, or to adjourn the said sale from time to time in its discretion, and if so adjourn- ing, to make the said sale at the time and place to which the same may be so adjourned; and to make and deliver to the purchaser or purchasers of the said division of said railroad, with the appurtenances and all other the said property and franchises thereto belonging, good and sufficient deed or deeds in the law, in fee simple; which sale, made as aforesaid, shall be a perpetual bar, both in law and equity, against the said party of the first part, and all persons claiming or to claim the said described premises and property, or any part thereof, or any interest therein, by, from or through the said party of the first part; and after deducting from the proceeds' of such sale just allowances for all expenses thereof, including attor- ney's and counsel fees, and all other expenses, advances or liabilities which may have been made or incurred by it in operating or maintaining the said division of said railroad, or in managing the business thereof while in possession, and all payments which may have been made by it for taxes or assessments on the said railroad, or the appur- tenances or other property thereto belonging, or any part thereof, as well as reasonable compensation for its own services, it shall be lawful for the Trustee, and it shall be its duty, to apply the residue of the money arising from the said sale to the payment of the principal of, and accrued interest on, all the said bonds which shall then be outstanding and unpaid, without discrimination or prefer- ence, but ratably to the aggregate amount of such unpaid principal and accrued and unpaid interest; and if, after the satisfaction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said party of the first part, or to such other party or parties as may be entitled thereto. MORTGAGES. 339 Article Fourth. If default be made, and shall con- ^ight of entry on Kinds in case tinue, as in said Article Second specified, the Trustee is of default. authorized and empowered, in its discretion, to enter upon, and sell at public auction, to the highest and best bidder or bidders, so much of said lands granted by Congress fis aforesaid, and acquired by the construction of the said division of the said railroad, or of any section or part of said division, as shall be necessary to pay and satisfy the in- terest, or to make the payment or contribution to the sinking fund as herein provided, or both, in respect to which such default shall have occurred. Such sale shall be made and notice thereof given as specified and pro- vided in the next following article. Article Fifth. In case default shall be made and shall saieofiandsin .. . i i i i n i c -i ease of default. continue, as in said Article Second specified, or in case default shall be made in the payment of any of the principal of said bonds as in said Article Third specified, it shall likewise be lawful for the Trustee, upon requisi- tion and indemnity as in said Article Fourteenth pre- scribed, after entry as aforesaid, or without entry, per- sonally, or by its attorneys or agents, to sell and dispose of all and singular the said lands granted by Congress as aforesaid, and acquired by the construction of the said division of said railroad, in whole or in part, and the lands to be acquired as indemnity for deficiencies as aforesaid, or only so much or such parts of said granted and in- demnity lands as it shall deem necessary and proper, having a due regard to the interests and rights of all parties, at public auction, to the highest and best bidders, at such place or places within the Territories, or future State or States, wherein the said lands shall be situated as it may designate, after not less than sixty days' notice of said sale or sales and the time and place thereof, by advertisement published in one or more newspapers in the cities and places specified and mentioned in said Article Third, or to adjourn the sale or sales from time to time in its discretion; and, if so adjourning, to make said sale or sales at the time and place to which the same may be adjourned ; and on receiving full payment for the lands 340 NORTHERN PACIFIC RAILROAD. so sold, to make and deliver to the purchaser or pur- chasers thereof good and sufficient deed or deeds in the law for the same, in fee simple; which sale, made as afore- said, shall be a perpetual bar, both in law and equity, against the said party of the first part, and all persons claiming, or to claim, the said premises and property, or any pail thereof, by, from or through it; and after de- ducting from the proceeds -of such sale or sales just allowances for all expenses thereof, including attorney's and counsel fees, and all other expenses, advances or liabilities which may have been made or incurred by the Trustee in managing said business while in possession, and all payments which may have been made by the Trustee for taxes or assessments on the said prem- ises, or any part thereof, as well as reasonable compen- sation for its own services, it shall be lawful for the said Trustee, and it shall be its duty, to apply the residue of the moneys arising from the said sale or sales of said lands to the payment of the principal of, and accrued interest on, all the said bonds which shall then be outstanding and unpaid, without discrimination or preference, but ratably to the aggregate amount of unpaid principal and accrued and unpaid interest; and if, after the satisfaction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said party of the first part, or to such other party or parties as may be entitled thereto. Trustees re- Article Sixth. It is herebv declared that the receipt oeipt discharges * * purchaser. or receipts of the Trustee shall be a sufficient discharge to the purchaser or purchasers at any sale or sales made by the said Trustee under, or in pursuance of, any or either of the said Articles Third, Fourth and Fifth, for his or their purchase money; and that such purchaser or pur- chasers, his or their heirs, executors or administrators, shall not, after payment thereof, and having such receipt, be liable to see to its being applied for, or upon, the pur-, poses and trusts of these presents; or in any manner how- soever be answerable for any loss, misapplication or non- application of such purchase money, or any part thereof, or be obliged to inquire into the necessity, expediency or authority of or for any such sale. MORTGAGES. 341 Article Seventh. At any sale of the aforesaid property, '**!? m or railroad, appurtenances, franchises or lands, or of either bondholders. or any part thereof, whether made by virtue of any power herein granted or by judicial authority, the Trustee may bid for and purchase, or cause to be bid for and pur- chased, the same, for and in behalf of all the holders of the bonds hereby secured and then outstanding, in the proportion of the respective interests of such bondholders, at a reasonable price, if but a portion thereof be sold, or if all of it be sold at a price not exceeding the whole amount of such bonds outstanding with the interest accrued thereon and the expenses of such sale. Auticle Eiohth. In case default shall be made in the , rrincipai due in ease ot six payment of any installment of interest on anv of the afore- months' default 1 * J " of interest. said bonds, when such interest shall become due and pay- able according to the terms of said bond, or of any coupon thereto annexed, and the payment of the said interest having been duly demanded at the time and place named for the payment thereof, and if such default shall continue for the period of six months, then and in such case the principal of all the bonds secured by this instrument shall, at the election of the Trustee, become immediately due and payable, anything in the said bonds or herein con- tained to the contrary notwithstanding. Abticle Ninth. The Trustee shall, at all times during Trustee's pow- era respecting the continuance of the trust hereby created, have full ohaago of prop- power and authority, to be exercised in its own discretion and not otherwise, to release and convgy to any party or parties who may be designated, in writing, by the said party of the first part to receive the same, or to release from the lien and operation of these presents, in such other manner as the Trustee may deem proper, any por- tion of the premises hereinbefore granted, which may be appurtenant to the said division of said railroad, but which in the judgment of the Trustee shall be unnecessary for use in connection therewith, and which shall have been acquired or held for stations, depots, shops or other build- ings, or for a supply of fuel, gravel or other material ; and also to convey or release, as aforesaid, on like request, any 342 NORTHERN PACIFIC RAILROAD. lands not occupied by the track, which may become dis- used by reason of a change of the location of any station house, depot, shop or other building connected with said railroad, and such lands occupied by the track and adja- cent to such station house, depot, shop or other building as the said party of the first part may deem it expedient to disuse or abandon by reason of such change ; and the Trustee may consent to any changes in the location of the track, or of station houses, depots, shops or other build- ings, which in the judgment of the said party of the first part shall have become expedient, and make and deliver the instruments necessary or proper to carry the same into effect; but any lands which may be acquired for perma- nent use, in substitution for any so released, shall be con- veyed to the Trustee upon the trusts of these presents ; and the proceeds of any and all lands and premises for which others shall not, within a reasonable time, be required to be substituted, shall be paid over to the Trustee, to be by it applied to the redemption of the bonds aforesaid, in the manner hereinafter provided, which bonds shall, when so redeemed, be canceled and surrendered to the said party of the first part. And the said Trustee 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 portion of the machinery, tools, implements and material, which shall be at any time acquired or held for the use of the said division of said railroad, and shall have become unfit or unnecessary for such use; but any and all new or other machinery, tools, implements and material which may be acquired jn substitution for any so released, shall, by virtue and force hereof, become and be, immediately upon the acquisition of the same, subject to the lien and operation of these presents, without any new conveyance or transfer, or other act or proceeding whatsoever; and the proceeds of all sales of machinery, tools, implements or material acquired or held for use on said division of said railroad, which may not be invested in new or other machinery, tools, implements or material, for use in con- nection with the said division, shall be paid over to the Trustee, to be by it applied as hereinafter provided in regard to the proceeds of the sales of lands. .MORTGAGES. 343 Appraisals. Article Tenth. The said lands granted by Congress Saies ot laud8 - as aforesaid, applicable and pertaining to the said divi- sion of said railroad, and hereby conveyed as aforesaid, and also all lands acquired for indemnity as aforesaid, shall be carefully listed and appraised by the said party of the first part, its officers or agents, by sections or sub- divisions of sections, divisions or parcels, as may seem most expedient for effecting sales thereof, which listings and valuations shall be made in writing, from time to time, as may be found convenient and practicable, and shall be subject to the approval of the Trustee ; the appraisals so made shall be the minimum prices for which the respec- tive parcels shall be sold ; a duplicate of such approved lists and valuations shall be delivered to the Trustee, and the same may be varied and changed, from time to time, subject always to the approval of the Trustee, and dupli- cates of such altered lists and valuations shall be delivered as aforesaid. The party of the first part shall at all times be at lib- erty to contract for the sale of any parcel or parcels of said lands, at such price or prices, not below the said appraisals, or altered and amended appraisal thereof, as to it shall seem 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, the payment whereof is hereby secured, shall be received at the par value thereof, and accrued interest, as cash, in payment of the purchase money of any of said lands which shall be sold or contracted to be sold as aforesaid, and such bonds shall, in such payment, be deemed and accepted as the full equivalent, in all respects, dollar for dollar, of the principal and the interest then accrued thereon, to the same nominal amount in cash. If any such sale or sales Lands how of said granted lands shall be made for cash, or its equiva- mortgage. lent in bonds and accrued interest as aforesaid, then, upon payment of the proceeds of such sale or sales to the Trus- tee, it shall, by deed or deeds executed by it, or its author- ized attorney or attorneys, release the lands so sold and paid for from the lien created hereby, so that the pur- chaser or purchasers thereof shall take and hold the same free from any encumbrance existing by reason of these Bonds receiv- able for lands. : ^44 NORTHERN PACIFIC RAILROAD. MiH-nxiit! liUuls Presents. If any such sale or sales be made on credit, in whole or in part, the purchaser or purchasers may have delivered to him or them a duplicate agreement in writing for the conveyance of the lands so sold to the purchaser or purchasers, his or their heirs or assigns, when payment thereof shall have been made in full, as may in such agree- ment in writing be stipulated and provided for ; and the Trustee shall receive and hold the duplicate originals of all such agreements executed on the part of the purchaser or purchasers, and all moneys paid thereon, and upon such purchase or purchases, for the purposes and upon the trusts herein provided for in respect to the proceeds of the sales of lands; and upon full payment of the purchase money the Trustee shall release, in manner aforesaid, the lands so sold and paid for from the lien created and exist- ing by reason of these presents; or, if for any special reason it shall be expedient to accept from a purchaser a bond and mortgage for the amount of the purchase money left unpaid, the Trustee may release, in manner aforesaid, the lands so sold from the hen and encumbrance of these pre- sents, upon receiving the cash portion of the purchase money, and the personal bond of the purchaser for the remainder, conditioned in double the amount of the un- paid portion of the purchase price, for the payment of the same, in installments or otherwise, within a period of not exceeding five years from the date of such purchase, with interest thereon payable semi-annually, together with a mortgage on said land to secure the payment of such bond. Land Agent. For the purpose of granting and releasing from the lien of these presents such of said granted or indemnity lands and premises as shall or may be sold in conformity with this article, the Trustee may act, and it is hereby author- ized and empowered to act, by agent or attorney; and all instruments executed and acts done by the agent or attor- ney of the Trustee, duly appointed for that purpose, in respect to the conveyance or release of lands which shall be sold in conformity with this article, shall be as valid and effectual, to all intents and purposes, if the same be within the scope of the authority of such agent or attorney, as if the same were executed by the Trustee in person; and 1COBTGAGES. B46 every such appointment or power of attorney may be re- voked by the Trustee at its pleasure, at any time before the execution of the authority therein granted, and the Trustee may remove at pleasure any agent or attorney by it appointed. The Trustee is, and shall be, authorized to allow reason- compensation . .to agents, etc. able compensation to any agents or attorneys appointed by it as aforesaid, and to such agents, clerks and assist- ants, if any, as it may deem necessary to employ, and to such agents, clerks and assistants as it may deem neces- sary or proper for the said party of the first part to em- ploy in regard to the listing, appraisal, settlement and sale of said lands, and the preparation of contracts and conveyances thereof; and the Trustee may, from time to time, allow to be deducted out of the proceeds of the sales of said lands an amount sufficient to defray such ex- penses, if in its judgment such expenses be reasonable and proper and in just proportion to the benefit derived by this trust from sales of the said lands: Provided aLvoays, that the holders of the bonds hereby secured, or the Trustee, shall not, in any manner whatever, become or be liable or responsible for, or in respect to, any such expenses or any other expenses attending the execution of the trust hereby created. Article Eleventh. The net proceeds of any and all f ro "* , 1 nl _ ^ land sales now sales of lands which may be made by the said party of the applied, first part in conformity with the provisions of the next preceding article of this instrument, are hereby inviolably pledged to the payment of the interest on said bonds and the redemption of the principal thereof, in the manner hereinafter mentioned; and the Trustee shall apply the said net proceeds, first, to the payment at maturity, or as soon thereafter as practicable, of any installment of interest on said bonds for which the said party of the first part shall have failed to make due provision; and second/;/, to the redemption of the principal of said bonds, in the . . manner hereinafter mentioned and provided that is to say: The said net proceeds shall be deposited by the Trustee in some safe depository in the City of New York, and whenever, and from time to time, and as often as, the H46 NORTHERN PACIFIC RAILROAD. said net proceeds, with the accumulated interest thereon, amount to the sum of twenty-five thousand dollars, the Trustee xha/l, or to any less sum, the Trustee, in its dis- discretion, may, apply the same to the redemption of such and so many of said bonds as such amount of said net proceeds will suffice to redeem at par. The Trustee Designation of shall designate by lot the bonds so to be redeemed, and bonds to be re- .... . deemed. shall forthwith give notice of such designation, and of the numbers and denominations of the bonds so designated, personally or by mail, to any owner or holder thereof whose name and address is known to it, and by advertise- ment in one or more newspapers of general circulation published in the Cities of Boston, New York and Phila- delphia, once a week for three successive weeks, if any owner or holder thereof is unknown to it; and on presen- tation and delivery of the said designated bonds, the Trustee shall apply the said net proceeds to the payment thereof. And all future interest on any of the said bonds so designated which shall not be presented and delivered to the Trustee at or before the expiration of sixty days from and after the date of said notice, shall cease from and after the expiration of said sixty days, and the coupons representing such future interest shall thence- forth be void, and of no force or effect, and the said party of the first part shall be no longer liable for the said future interest. sinking fund. A. sinking fund shall be created and maintained for the redemption of the bonds secured by these presents at or before their maturity ; which sinking fund shall consist of one per centum, each year, upon the aggregate amount of the principal of all Ihe said bonds that shall be then out- standing, and which one per centum shall be paid by the said party of the first part to the Trustee, in semi- annual installments of the one-half of said one per centum, each, upon the days on which the semi-annual in- stallments of the interest on the said bonds shall become due and be payable. Said sinking fund shall be accumu- lative and shall commence five years alter the date of the said bonds. How to be in- The moneys paid or coming into this sinking fund shall also be deposited by the Trustee in some safe MORTGAGES. 347 depository in the City of New York, on interest to be paid and accumulated as capital semi-annually; and the said moneys, together with all accumulations of interest thereon, shall be invested by the Trustee in the bonds secured by these presents, to be called in for that purpose as hereinafter provided, at par and accrued in- terest; and the bonds so called in shall be held by the Trustee and immediately stamped or endorsed as belong- ing to said sinking fund, with the date of their so being called in, and as no longer transferable or negotiable, and the coupons thereto belonging shall be defaced by per- forations or punctures; but the said bonds so called in shall remain in force and the semi-annual interest thereon shall continue to be paid to the Trustee by the said party of the first part, and the amount of said interest shall be added to, and applied as a part of, the capital of the said sinking fund, and be invested in the manner and with the limitations herein provided. As soon as practicable after the first day of November nesiguatiou of lin /.i -ii-i bond* for the in each calendar year after the year eighteen hundred and sinking mud. eighty-four, the Trustee shall also designate by lot such and so many of the said bonds as are to be called in for said sinking fund, and shall call in the bonds so desig- nated, and shall forthwith give notice of such designation and of the numbers and denominations of the bonds so designated, personally or by mail, to any owner or holder of said bonds whose name and address is known to it, and by advertisement in one or more newspapers of general circulation in the Cities of Boston, New York and Phila- delphia, once a week, until the date of the next interest payment, if any owner or holder of the said bonds is un- known to it; and on presentation and delivery of the said designated bonds, the Trustee shall apply the moneys in the said sinking fund to the payment therefor. And all future interest on any of the bonds so designated, which shall not be presented and delivered on or before the date of the said next interest payment, shall cease from and after such date, and the coupons representing such future interest shall thenceforth be void, and of no force or effect, and the said party of the first part shall be no longer liable for the said future interest. 'MS NORTHERN PACIFIC RAILROAD. It is expressly understood and agreed that, in all cases, the bonds to be designated by lot, as aforesaid, whether for redemption by the net proceeds of sales, or for the said sinking fund, shall be those of the lowest or lower denomination then outstanding; and that no bond or bonds of a higher denomination shall be so designated, ( irdrrc .niesitf- until all the bonds of lower denomination or denomina- tions shall have been either received in payment for lauds, or designated for redemption or for the sinking fund, as herein provided, nor shall any of said registered bonds be so designated, until all said coupon bonds shall either have been received in payment for lands, or designated as aforesaid. Cancellation of The Trustee shall, without unreasonable delay, cancel houds redeemed ., , , , , . .... , ., ., the bonds redeemed by means ot the net proceeds ot the sales of lands, as provided in this article, and also those received in payment for lands, as provided in the next preceding article, with the coupons of interest thereto belonging, and surrender the same to the said party of the tirst part. And the Trustee and the said party of the first part shall each, separately, keep registries of all said bonds redeemed and designated for redemption, and also of all said bonds received in payment for lands, and also of all said bonds acquired and called in for the sinking fund, and of each of said classes a separate registry ; and itagiBtry ot the said registries of the said party of the first part shall at all reasonable hours be open to the inspection of each holder of the bonds hereby secured, and of the Trustee, and the numbers, denominations and amounts of all said bonds so redeemed and. designated for redemption, and of all said bonds received in payment for lands, and of all said bonds acquired and called in for the sinking fund, each year, shall be reported at the annual meetiug of the stockholders of the said party of the first part. Payments to And the said party of the first part hereby covenants, promises and agrees to and with the said party of the second part, that it, the said party of the first part, shall and will faithfully and promptly pay to the Trustee, for said sinking fund, each year, commencing with and in the year ending the first day of May, eighteen hundred and eighty-five, from and out of the earnings of the entire of moi;t< ;.\<;es. :M ( .> its said railroad, the said one per centum, in money, upon the aggregate amount of the principal of all the said bonds hereby secured, that shall be in each twelve months after the first day of May, eighteen hundred and eighty-four, *nd from time to time, outstanding, including the bonds called in for the said sinking fund, in semi-annual install- ments as above specified, and that it, the said party of the first part, shall and will also faithfully and promptly pay, from and out of said earnings, the semi-annual interest on the said bonds hereby secured, at the time and times the same shall become due and payable, including the semi- annual interest on the bonds that shall be called in for the said sinking fund ; and in the event of the Trustee advanc- ing and paying any of said interest from and out of the net proceeds of the sales of said lands, in default of the said party of the first part making provision for the payment thereof, as hereinbefore provided, the said party of the first part shall and will reimburse and repay to the Trus- tee the amount which shall be so advanced and paid, with semi-annual interest thereon at the rate of six per centum per annum, out of the first and subsequent earnings of the said entire railroad that may be applicable to and available for that purpose. When all the said bonds secured by these presents shall M Fi,,a J. ,1 i R V" si " * * tion ot sinkiiiv, have been either received in pavment for lands, ot 10 *** a11 '', ,: ",' r cellatmn ot bonds redeemed or designated for redemption by means of the net proceeds of the sales of lands, or acquired or called in for the sinking fund, as herein provided, all moneys and securities for moneys that shall then be in the said sinking fund shall be paid over by the Trustee to the said party of the first part. And all of said bonds that shall have been called in and acquired for said sinking fund shall be canceled by the Trustee and delivered to the said party of the first part, with the coupons thereto belonging; but in case any of the said bonds that shall have been called in for said sinking fund, or designated for redemption, as herein provided, shall not have been then presented and delivered, in pursuance of such call or notice of such designation, provision shall be made for the payment of the principal thereof upon presentation and delivery at or 350 NORTHERN PACIFIC RAILROAD. before the expiration of forty years from the date of said bonds. Beoosdariand Article Twelfth. The said party of the first part shall at all times keep at its office in the City of New York a record of all the sales of lands which shall be made as aforesaid, and of the prices obtained for the same, and of the manner in which the purchase money shall have been paid or secured, and of the amount, denominations and numbers of the said bonds (if any) surrendered on account thereof: which record shall, at all reasonable hours and times, be open to the inspection of any and all holders of the bonds hereby secured ; and the Trustee shall, semi- annually, to wit, in the months of May and November in each year, file in the said office a statement of the lands which shall have been released by it from the lien of these presents during the six months last preceding the month in which such statement shall be filed, and of the consider- ation received therefor, and of the disposition made of the same; and also a statement of the numbers, denomina- tions and amounts of all bonds redeemed and designated for redemption by means of the proceeds of the sales of lands; and also alike statement of the bonds acquired and called in for the said sinking fund during the same periods, which statements shall, also, at all reasonable hours and times, be open to the inspection of the bond- holders. Registry of Article Thirteenth. The said party of the first part bondholders. , .. , . . * * r shall hereafter keep at its said office in the City of New- York an appropriate book, to be designated the " Regis- ter of First Mortgage Bondholders Missouri Division;" and any and every holder of bonds secured hereby shall be entitled to have his name and address, and the number and denomination of any of the said bonds held by him, entered therein, upon presenting at the said office a written statement of the said particulars, signed by himself, and, if required, duly verifying his title to said bonds by the production thereof, or upon the written order, duly veri- fied, of the person last registered as the holder. Such registry shall authenticate the right of the holder of every MORTGAGES. 361 bond so registered to notice by mail to his said registered address of the designation for redemption, or for the call- ing in for the sinking fund, of his bond or bonds so regis- tered, should such designation be made under the provi- sions of Article Eleventh of this Indenture. The Trustee shall have free access, at all reasonable hours and times, to such bond registry, and shall from time fc> time, on request in writing, be furnished with a copy thereof. Article Fourteenth. In case default shall be made in In PMe " f rto : fault continued the payment of any semi-annual installment of interest to six montha. accrue on any of the said bonds, and if such interest shall remain unpaid and in arrears for the period of six months, or in case default shall be made in the payment of the principal of any of the said bonds, or in case default shall be made in respect to any payment required to be made into the sinking fund as herein provided, or in respect to any requirement, covenant or agreement herein contained, on the part of the said party of the first part to be observed, done, kept or performed, and if any such default shall continue for the period of six months, or in case default should be made in the payment of the principal of said bonds, then, and in either, or any or every such case, it shall be the duty of the Trustee under these presents, upon a requisition in writing, signed by the holders of not less than one-third of the whole amount of said bonds then outstanding, and upon adequate security and indemnity against all costs, expenses and liabilities to be by the Trustee incurred, to proceed to enforce the rights of the bondholders under these presents, either by the ex- ercise of the powers granted by Articles Second, Third, Fourth and Fifth of this instrument, or any of said powers, or by a suit or suits in equity or at law, in aid of the ex- ecution of such powers or otherwise, as the Trustee, being advised by counsel learned in the law, shall deem most effectual to enforce such rights; it being understood, and it is hereby expressly declared, that the rights of entry and sale hereinbefore granted are intended as cumulative remedies, additional to all other remedies allowed by law, and that the same shall not be deemed, in any manner whatsoever, to deprive the Trustee, or the beneficiaries 359 NORTHERN PACTFIC RATLROAD. under this trust, of any legal or equitable remedy by judi- cial proceedings, consistent with the provisions of these presents, according to the true intent and meaning thereof; provided a'wat/s, and it is hereby expressly declared and agreed, that no holder or holders of a bond or of any bonds secured hereby shall have the right to institute any suit, actiorf or proceeding, in equity or at law, for the fore- closure of this Indenture, or the execution of the trusts thereof, or for the appointment of a receiver, or for any other remedy hereunder, Avithout first giving notice in writ- ing to the Trustee of default having occurred and continued as in this article aforesaid, and requesting the Trustee, and affording it a reasonable opportunity, to institute sue] 1 action, suit or proceeding in its own name, or to proceed to exercise the powers hereinbefore granted, and also offering to it adequate security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby; and such notification, request and offer of indem- nity are hereby declared to be conditions precedent to any action or cause of action for the foreclosure, or for the execution of the trusts of this Indenture, or for the appointment of a receiver, or for any other remedy here- under. "Trustee" do- Article Fifteenth. It is understood and mutually agreed by and between the parties hereto, that the word " Trustee," when and as used in these presents, is intended to refer to and describe, and shall be construed to mean, the body or bodies corporate, or the person or persons, which or who, for the time being, shall be charged with the execution of the trusts of these presents, whether the same be the said party of the second part or any succes- sor or successors of said party of the second part here- under ; Trustee not And it is further mutually agreed by and between the said parties hereto, as a condition on which the party of the second part has assented and does assent to these pre- sents, that the Trustee shall not, in any manner, be respon- sible or liable for any .act, default or misconduct of any agent or agents by it employed; nor shall it be answerable, under any circumstances, except for its own liable. M0BTGAGE8. 353 Compensi of Trustee. entitled to just compensation for all services which it may hereafter render in said trust, to be paid from the trust funds which may come into its hands; that the Trustee may resign and be discharged of the trusts hereby created, by notice in writing to the said party of the first part, three months before such resignation shall take effect, or such shorter time as said party of the first part shall accept as adequate notice. Article Sixteenth. It is further hereby mutually agreed the E trust 9 now by and between the parties hereto, that all the expenses of t0 **> defrayed, executing the trusts hereby created shall be paid out of the trust funds realized from the sales of the said granted lands hereby conveyed; but if, at any time, such sales shall not yield, in money, a sum sufficient to meet the necessary current expenses incurred in executing said trusts, then, and in that case, and as often as it shall occur, the Trustee shall be authorized to make requisition from time to time, on the said party of the first part, for an advance of such sura or sums of money as may be necessary, in addition to the money realized by such sales, to enable it to execute said trusts, provided such requisi- tion shall be accompanied with a detailed statement of the expenses to be met, and shall not, in any one year, exceed the sum of ten thousand dollars; and the said party of the first part hereby agrees to pay such requisition within thirty days after it is made; and all sums thus advanced shall be a charge in the hands of the said party of the first part against the said trust funds, and shall .be repaid out of the said trust funds to the said party of the first part. Article Seventeenth. The said party of the first part After acquired hereby covenants and agrees to and with the said party of the second part, that whenever and as often as the said party of the first part shall hereafter acquire any lands from the Government of the United States by reason of the construction of the said division of the said railroad or any part thereof, or shall acquire any property, right or franchise pertaining to, or for permanent and exclusive use upon, the said division of said railroad, the said party 354 NORTHERN PACIFIC RAILROAD. of the first part shall and will acquire, possess and hold the same, and every part and parcel thereof, upon and subject to the trusts of this instrument, until conveyance thereof in pursuance of the covenant next herein contained shall be duly made and delivered to the said party of the second part, its successor or successors in the trust hereby created. Further assur- And the said party of the first part hereby further slices. covenants and agrees to and with the said party of the second part, that the said party of the first part shall and will, from time to time, and at all times hereafter, and as often as thereunto requested by the Trustee, execute, acknowledge and deliver all such further deeds, convey- ances and assurances in the law, for the better assuring unto the Trustee, upon the trusts herein expressed, the said division of said railroad, with the appurtenances, and all the property and franchises thereto belonging, and hereinafter mentioned and conveyed or intended so to be, and all other property, things and franchises whatsoever now held, or which may hereafter be acquired for per- manent or exclusive use in connection with the same, as by the said Trustee or by its counsel learned in the law shall be reasonably advised, devised or required. Defeasance. Articee EIGHTEENTH. If the said party of the first part shall well and truly pay the sums of money herein required to be by it paid, and all interest thereon, at the times and in the manner herein specified, and shall well and truly keep and perform all the agreements and things herein agreed and required to be kept and performed by the said party of the first part, according to the true intent and meaning of these presents, then and in that case the estate, right, title and interest of the said party of the second part, and of its successors in the trust hereby created, in and to the property, rights, franchises, lands and premises hereby granted and conveyed, shall cease and determine, and these presents shall become void; otherwise the same shall be and remain in full force and virtue. In Witness Whereof, the said party of the first part has caused these presents to be signed by its President, and MORTGAGES. 355 its corporate seal, attested by its Secretary, to be hereto affixed, and the said party of the second part, in evidence of its acceptance of the trust hereby created, has caused these presents to be signed by its President, and its cor- porate seal to be hereto affixed, the day and year first herein written. NORTHEEN PACIFIC RAILROAD COMPANY, [sealj By Charles B. Wright, President. Samuel Wilkeson, Secretary. THE FARMERS' LOAN & TRUST CO., [seal] By R. Gh Rolston, President. Attest : Geo. P. Fitch, Secretary. State of New York, ) City and County of New York, J Be it Remembered, that on this seventh day of May, A. D. one thousand eight hundred and seventy-nine, before me personally appeared Charles B. Wright, President of the Northern Pacific Railroad Company, and Samuel Wilke- son, Secretary of said Company, personally known to me to be the identical persons who executed the foregoing instrument as such President and Secretary ; and who, being by me duly sworn, did, each, depose and say, that he, the said Charles B. Wright, is the President, and he, the said Samuel Wilkeson, is the Secretaiy of said Com- pany, and that they were such President and Secretary at the time of the execution of the foregoing instrument; that they know the corporate seal of said Company, and the seal affixed to the foregoing instrument as such is said corporate seal; that the said seal was so affixed, and they signed said instrument, by authority of the Board of 366 NORTHERN PACIFIC RAILROAD. Directors of said Company. And the said Charles B. Wright and Samuel Wilkeson at the same time severally acknowledged the foregoing instrument to be the act and deed of the said Northern Pacific Railroad Company. In Witness Whereof, I have hereunto set my hand and affixed my official seal, at my office in the City of New York, the day and year last aforesaid. SPENCER C. DOTY (6), [seal] Notary Public, (17 Union Sq.) N. Y. Co. State of New York, City and County of Neav York, Be it Remembered, that on this seventh day of May, A. D. one thousand eight hundred and seventy-nine, before me personally appeared Rosewell G. Rolston, the President of the Farmers' Loan and Trust Company of the City of New York, with whom I am personally acquainted, and who, being by me duly sworn, said, that he resides in the City of New York, and that he is, and at the time of the execution of the said instrument was, the President of the said Company; that he knows the cor- porate seal of said Company ; that the seal affixed to the foregoing instrument as such is said corporate seal; that the same was affixed to the foregoing instrument by authority of the Board of Directors of said Company; and that he signed the said instrument as President of said Company by like authority. In Witness Whereof, I have hereunto set my hand and affixed my official seal, at my office in the City of New York, the day and year last aforesaid. W. D. SEARLS (No. 22), [seal] Notary Public, Neiv York County. PEND D'OREILLE DIVISION MORTGAGE. W>\l\$ %J\\ft ntUXt , made the first day of September, A. D. one thousand eight hundred and seventy-nine, between the Northern Pacific Railroad Company, a cor- poration created and existing by and under an Act of the Congress of the United States of America, 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, by the Northern Route," approved July 2d, 1864, party of the first part, and the Farmers' Loan and Trust Company, of the City of New York, Trustee, party of the second part: Whereas, the party of the first part, by the aforesaid act and the joint resolutions of Congress supplementary thereto, is authorized and empowered to lay out, locate, construct, furnish, maintain and enjoy a continuous rail- road from a point on Lake Superior, in the State of Min- nesota or Wisconsin, thence westerly, by the most eligible railroad route as should be determined by the party of the first part, to some point on Puget Sound, via the Val- ley of the Columbia River, with a branch from some con- venient point on its main trunk line across the Cascade Mountains to Puget Sound. The second section. of the said act is as follows: "Sec. 2. And be it further enacted, citations from that the right of way through the public lands be, and the Actooroongre same is hereby, granted to said Northern Pacific Rail- road Company,' its successors and assigns, for the construc- tion of a railroad 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 358 NORTHERN PACIFIC 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 build- ings, work shops, depots, machine shops, switches, side tracks, turn-tables and water stations; and the right of way shall be exempt from taxation within the Territories of the United States. The United States shall extinguish, as rapidily as may be consistent with public policy and the welfare of the said Indians, the Indian titles to all lands falling under the operation of this act, and acquired in the donation to the road named in this bill." And by Section 3, Bis fur titer erupted, "That there be, and hereby is, granted to the Northern Pacific Eailroad Company, its successors and assigns, for the purpose of aiding in the construction of said railroad and telegraph line to the Pacific coast, and to secure the safe and speedy transpor- tation of the mails, troops, munitions of war and public stores over the route of said line of railway, every alter- nate 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 whenever, on the line thereof, the United States have full title, not reserved, sold, granted or otherwise appropri- ated, and free from pre-emption 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 have been granted, sold, reserved, occupied by homestead settlers, or pre-empted or otherwise disposed of, other lands shall be selected by said Company 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." And it is therein pro vide.d, that in lieu of mineral lands, a like quantity of unoccupied and unappropriated and agri- cultural lands in odd numbered sections nearest to the line of the road, and within fifty miles thereof, may be MORTGAGES. 359 selected as above provided; "And provided, further, that the word ' mineral,' when it occurs in this act, shall not be held to include iron or coal." By Joint Resolution No. 67 of the Forty-first Congress, second session, entitled "A resolution authorizing the Northern Pacific Railroad Company to issue its bonds for the construction of its road, and to secure the same by mortgage, and for other purposes," approved May 31st, 1870, it was resolved that, " in the event of there not being in any State or Territory in which said mainline or branch may be located, at the time of the final location thereof, the amount of lands, per mile, granted by Congress to said Company, within the limits prescribed by its Charter, then said Company shall be entitled, under the directions of the Secretary of the Interior, to receive so many sec- tions of land belonging to the United States, and designated by odd numbers, in such State or Territory, within ten miles on each side of said road, beyond the limits prescribed in said Charter, as will make up such deficiency on said main line or branch, except mineral and other lands, as excepted in the Charter of said Com- pany of eighteen hundred and sixty-four, to the amount of the lands that have been granted, sold, reserved, occupied by homestead settlers, pre-empted or otherwise disposed of subsequent to the passage of the act of July two, eighteen hundred and sixty-four." And by Section 6 of the said act, approved July 2d, 1864, it is 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 raid 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." And whereas, by the aforesaid resolution, approved May . 31st, 1870, it was "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, 360 NORTHERN PACIFIC RAILROAD. authorized to issue its bonds to aid in the construction and equipment of its road, and to secure the same by mortgage on its property and rights of property of all kinds and descriptions, real, personal and mixed, includ- ing its franchise as a corporation; and as proof and notice of its legal execution and effectual delivery, said mortgage shall be filed and recorded in the office of the Secretary of the Interior." And whereas, the said Northern Pacific Railroa/1 Com- pany, party of the first part, for the purpose of aiding in the construction and equipment of that part of its main line of railroad known as " The Pend d'Oreille Division of the Northern Pacific Railroad," extending from a point at or near the mouth of Snake River, in Washington Territory, to a point at or near Lake Pend d'Oreille, in Idaho Terri- tory, not exceeding two hundred and twenty-five miles, has determined and duly resolved to make and deliver its bonds to the amount of twenty thousand dollars per mile of said division, not to exceed, in the aggregate, four and a half millions of dollars, each payable to the holder thereof forty years after date, in lawful money of the United States of America, with interest, payable semi-annually in like lawful money, at the rate of six per centum per annum, at the office of said party of the first part, in the City of New York; and to secure the payment of the principal and interest of said bonds as the same shall fall due, by a first mortgage upon the entire of said division of said main line of railroad, and the appurtenances and franchises thereto belonging, and also upon so much of the lands granted by Congress to the said party of the first part, its successors and assigns, for the purpose of aiding in the construction of said railroad and telegraph line to the Pacific coast, as are applicable to said division; which said bonds, with the accrued interest thereon, shall be receivable at all times, at par, for the said lands as they shall be acquired by the construction of the road. Said bonds shall be coupon bonds in denominations of $100, $500 and $1,000, as follows: four thousand three hundred and eighty of said bonds shall be of the denomination of MORTGAGES. 361 $1,000 each, numbered consecutively from 1 to 4,380, in- clusive; two hundred of said bonds shall be of the de- nomination of $500 each, numbered consecutively from 4,381 to 4,580, inclusive; and two hundred of said bonds shall be of the denomination of $100 each, numbered con- secutively from 4,581 to 4,780, inclusive; but the said bonds of the denominations of $1,000 may, at the option of the holders, at any time be registered on the books of the Company, in the City of New York, and after such regis- tration they shall not be transferable, except on the books of the Company, unless the last transfer be to bearer; and they shall continue subject to successive registrations and transfers to beai-er, at the option of each holder. They shall be signed by the President and Secretary of the said party of the first part, and deposited with the said The Farmers' Loan and Trust Company, of the City of New York, by whom they shall be certified and signed, and none of said bonds shall be valid for any purpose un- less so certified and signed. All of said bonds, or so many of them as may be necessary, are to be issued and nego- tiated for the purpose aforesaid, and are to be equally and ratably secured hereby according to their respective amounts, without preference or priority on account of the time of their actual issue or negotiation, and shall be in general form and substance as follows: No. No. NORTHERN PACIFIC RAILROAD, Pend d'Oreille Division, $ First Mortgage Bond. $ The Northern Pacific Railroad Company, incorporated by Act of the Congress of the United States of America, approved July 2d, 1864, for value received, promises to pay to the holder of this bond, on the 1st day of Septem- ber, A. D. 1919, at its office in the City of New York, dollars in lawful money of the United States, and also interest thereon at the rate of six per cent, per annum, payable semi-annually, in like lawful money, at the said office, on the first days of March and September in each 362 NORTHERN PACIFIC RAILROAD. year, on the presentation and surrender of the annexed coupons as they severally become due. This bond is one of a series of four thousand seven hundred and eighty bonds, to wit: four thousand three hundred and eighty of the denomination of $1,000 each, two hundred of the denomination of $500 each, and two hundred of the denomination of $100 each, amounting in the aggregate to $4,500,000; and all bearing date the 1st day of September, 1879; the payment of all which is secured by a first mortgage or deed of trust, of the same date, duly executed and delivered by said Company to the Farmers' Loan and Trust Company of the City of New York, Trustee. This bond, or any of said series, shall not be obligatory or valid for any purpose, unless certified and signed by the said The Farmers' Loan and Trust Company of the City of New York; and the same maybe redeemed at any time before the maturity thereof by application of the proceeds of the sales of lands, or may be called in at any time after five years from the date hereof, for, and by operation of, the sinking fund, as provided in the said mortgage. This bond shall pass by delivery or by transfer on the books of the Company in the City of New York. After a registration of ownership, certified hereon by the transfer agent of the Company, no transfer, except on the books of the Company, shall be valid, unless the last transfer be to bearer, which shall restore transferability by delivery. But this bond shall continue subject to successive regis- trations and transfers to bearer, as aforesaid, at the option of each holder. And this bond and accrued interest thereon shall be receivable, at par, in payment for lands accpiired by the construction of the Pend d 'Oreille Division of the Northern Pacific Railroad, extending from a point at or near the mouth of Snake River, in Washington Territory, to a point at or near Lake Pend d'Oreille, in Idaho Territory, a distance not exceeding two hundred and twenty-five miles. MORTGAGES. 363 SEALJ In Testimony Whereof, the said Northern Pacific Railroad Company has caused these presents to be signed by its President and Secretary, and its corporate seal to be hereto affixed, at New York, the 1st day of September, A. D. 1879. President. Secretary. It is hereby certified that the Northern Pacific Railroad Company, by mortgage dated September 1st, A. D. 1879, has conveyed to the undersigned in trust the Pend d'Oreille Division of its railroad, with the appurtenances and franchises thereto belonging, and the lands granted by Congress to aid in its construction, for the exclusive ' benefit of the holders of this and other bonds of said Company, issued or to be issued, to an amount not ex- ceeding four millions and five hundred thousand dollars, and that the same is the first mortgage on the property and franchises therein described. THE FARMERS' LOAN & TRUST CO., Trustee. By President. No. On th.ef.rst day of THE NORTHERN PACIFIC! RAILROAD COMPANY will pay to bearer at its office in the City of New York, dollars, in lawful money, being the interest due that day on bond No. unless said bond be previously called in as provided in the mortgage. Treasurer. On thefrst day of 18 , THE NORTHERN PACIFIC RAILROAD COMPANY will pay to bearer at its office in the City of New York, dollars, in lawful money, being the interest due that day on bond No. unless said bond be previously called in as provided in the mortgage. Treasurer. Now, therefore, thi* Indenture Witnesseth, that the Northern Pacific Railroad Company, party of the first part hereto, in consideration of the premises, and for 364 NORTHERN PACIFIC RAILROAD. the purpose of securing the payment of the principal and interest of the said bonds, when and as the same shall become due and payable, according to the tenor and effect of the said bonds and of this Indenture, Las given, granted, bargained and sold, transferred and conveyed, and by these presents doth give, grant, bargain and sell, transfer, convey and confirm unto the said party of the second part, and to its successor and successors forever, Property all and singular that certain part and portion of the main covered by the . . * * mortgage. line of the railroad of the said party of the first part, known as the Pend d'Oreille Division of the Northern Pacific Railroad, and extending from a point at or near the mouth of Snake River, in the Territory of Wash- ington, to a point at or near Lake Pend d'Oreille, in the Territory of Idaho, as the same shall be determined, finally located and constructed, a distance not exceeding two hundred and twenty-five miles, including the right of way therefor, the road-bad thereof, the superstructure of all sorts placed or to be placed thereon, and all station and depot grounds, and other grounds to be used in con- nection therewith, and all railways, tracks, side tracks, bridges, viaducts, culverts, fences, station houses, engine houses, car houses, freight houses, wood houses, machine shops, water tanks, turn-tables, and all other structures, buildings and fixtures whatsoever, placed or to be placed on the said division of the said railroad, or acquired or to be acquired for the use of the same, or of the business thereof; and all machinery, tools, implements, fuel and materials, provided or to be provided, for constructing, maintaining, operating or repairing the said division of said railroad, or any part thereof, or any part of its appurtenances, or for repairing or replacing the tracks or superstructure aforesaid ; and also all corporate and other franchises of the said party of the first part, connected with or relating to the said division of the said railroad, and the construction, maintenance, use and enjoyment thereof. Also all the right, title, interest, estate, claim and demand whatsoever, which the said party of the first part now has, or which it, or its successors or assigns, shall or may at any time hereafter acquire, or become in any way entitled to, of, in and to all and singular the moi:t<;a(;ks. 365 lands granted by Congress to the said Northern Pacific Railroad Company to aid in the construction of its said railroad and telegraph line, appertaining and applicable to the said Pend d'Oreille Division of the said railroad, that is to say : all the lands, and sections, fractional sec- tions and parts and subdivisions of sections of land, in the Territories of Washington and Idaho, situate, lying and being on each side of the line of the entire of said division of the said railroad, as the same shall be finally and definitely located within the limits, and embraced or intended to be embraced within the terms, of the grant and grants made by Congress as aforesaid, which shall be acquired by reason of the construction of that part of said railroad extending from the said point at or near the mouth of Snake River to the said point at or near Lake Pend d'Oreille, in the Territories of Washington and Idaho, as aforesaid, being, by the terms of said grant, forty sections of lands for each mile of the said division; and also all indemnity lands, wheresoever the same may be situated, that shall or may be acquired to make up for or supply deficiencies in the said granted lands, in pur- suance of, and in accordance with, the terms and pro- visions of said grant. Together with all and singular the tenements, heredita- ments and appurtenances to the said division of the said railroad, and to the said lands and premises, and all or any part or parts thereof, belonging or in anywise apper- taining; and the reversions, remainders, tolls, income, rents, issues and profits thereof; and also all the estate, right, title, interest, property, possession and right of possession, claim and demand whatsoever, as well in law as in equity, of the said party of the first part, of, in, to and concerning the same and every part and parcel thereof, with the appurtenances. To Have and to Hold the Same, unto the said party of the second part, and to its successor and successors in this . trust, in fee simple, to the only proper use and behoof of the said party of the second part, its successor and suc- cessors and its and their assigns, forever: 88(J NORTHERN PACIFIC RAILROAD. In Trust, Nevertheless, to and for the uses and purposes, and with the powers and authorities hereinafter mentioned and set forth, that is to say: Article First. Until default shall be made by the said party of the first part in the payment of the principal or interest of the said bonds, or some of them, or in respect to some act or thing, covenant or agreement, herein required to be done, performed or kept, the said party of the first part shall be permitted to possess, manage, oper- ate and enjoy the said Pend d'Oreille Division of said rail- road, with its appurtenances, and the other property and franchises belonging thereto, hereinbefore described, and to receive, take and apply to its own use the tolls, incomes, revenues, rents, issues and profits thereof ; subject, how- ever, to the provisions herein contained respecting the earnings of the entire of the said railroad. And the said granted lands hereby conveyed shall remain the property of the said party of the first part, subject to this convey- ance for the security of the payment of said bonds. And whenever the said bonds hereby secured shall be fully paid and extinguished, this conveyance shall be discharged of record. Right of entry Article Second In case default shall be made in the on railroad, etc. , ., . , e ,-, , ., in case of three payment of any of the interest on any of the atoresaid mon sceau . k on( ^ i ssue( j or to be issued, or in any payment required to be made into the sinking fund herein provided, or in any requirement herein contained, to be done or kept by the said party of the first part, and if any such default shall continue for the period of three months, then, upon requisition and indemnity, as hereinafter pre- scribed in Article Fourteenth, it shall be lawful for the Trustee, personally, or by its attorneys or agents, to enter into and upon all and singular the said division of the said railroad, with the appurtenances, and all other the .property and franchises belonging thereto, and hereby conveyed, or meant or intended so to be, and each and every part thereof ; and to have, hold and use the same, operating by its managers, superintendents, receivers or servants, or other attorneys or agents, the said division MORTGAGES. 367 of the said railroad, and conducting the business there- of, and exercising the franchises pertaining thereto, and making, from time to time, all repairs and replacements, and such useful alterations, additions and improvements thereto, as may seem to be necessary or judicious; and to collect and receive all tolls, freights, incomes, rents, issues and profits of the same, and of every part there- of ; and, after deducting the expenses of operating the said division of said railroad, and of conducting its busi- ness, and of all the said repairs, replacements, altera- tions, 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 its own services, to apply the money aris- ing as aforesaid to the payment of interest on the bonds hereby secured, in the order in which such interest shall have become due, ratably, to the persons entitled to such interest ; and if, after paying all interest which shall have become due, a surplus shall remain, such surplus, and the property herein mentioned and included, shall be forthwith paid and returned to the said party of the first part. Article Third. In case default shall be made as afore- g^i^cale^f said, and shall continue as aforesaid, .or in case default l^uit month8 ' be made in the payment of any of the principal of said bonds, when the same shall become due, it shall likewise be lawful for the Trustee, or its successor or successors, upon requisition and indemnity, as in said Article Four- teenth prescribed, after entry as aforesaid, or without entry, personally, or by its attorneys or agents, to sell and dispose of all and singular the said division of said railroad, with the appurtenances, and all other the property and fran- chises thereto belonging and hereby conveyed, or intended so to be, to the highest bidder or bidders, at public auction, in the City of New York, or at such place on the line of said division within any State or Territory in which the said division of said railroad, or any part thereof, may then be, as the Trustee may designate, and at such time as it shall appoint, .having first given notice 868 NORTHERN PACIFIC RAILROAD. of the place and time of such sale by advertisement, pub- lished not less than three times each week for six succes- sive weeks, in one or more newspapers in the Cities of Boston, New York, Philadelphia and Chicago, and in one or more places in each judicial district of the United States in which any part of the said division of said railroad may then be situated, or to adjourn the said sale from time to time in its discretion, and if so adjourning, to make the said sale at the time and place to which the same may be so adjourned; and to make and deliver to the purchaser or purchasers of the said division of said railroad, with the appurtenances and all other the said property and franchises thereto belonging, good and sufficient deed or deeds in the law, in fee simple ; which sale, made as afore- said, shall be a perpetual bar, both in law and equity, against the said party of the first part, and all persons claiming or to claim the said described premises and property, or any part thereof, or any interest therein, by, from or through the said party of the first part; and after deducting from the proceeds of such sale just allowances for all expenses thereof, including attorneys' and counsel fees, and all other expenses, advances or lia- bilities which may have been made or incurred by it in operating or maintaining the said division of said railroad or in managing the business thereof while in possession, and all payments which may have been made by it for taxes or assessments on the said railroad, or the appur- tenances or other property thereto belonging, or any part thereof, as well as reasonable compensation for its own services, it shall be lawful for the Trustee, and it shall be its duty, to apply the residue of the money arising from the said sale to the payment of the principal of, and accrued interest on, all the said bonds which shall then be outstanding and unpaid, without discrimination or pre- ference, but ratably to the aggregate amount of sich un- paid principal and accrued and unpaid interest ; and if, after the satisfaction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said party of the first part, or to such other party or parties as may be en- titled thereto. MORTGAGES. 369 Article Fourth. If default be made, and shall continue, *"8 ht . f entr y ' on lands in case as in said Article Second specified, the Trustee is author- of default. ized and empowered, in its discretion, to enter upon, and sell at public auction, to the highest and best bidder or bid- ders, so much of said lands granted by Congress as afore- said, and acquired by the construction of the said division of the said railroad, or of any section or part of said di- vision, as shall be necessary to pay and satisfy the interest, or to make the payment or contribution to the sinking fund as herein provided, or both, in respect to which such default shall have occurred. Such sale shall be made and notice thereof given as specified and provided in the next following article. Article Fifth. In case default shall be made and shall saieofiandsin case of default continue, as in said Article Second specified, or in case default shall be made in the payment of any of the princi- pal of said bonds as in said Article Third specified, it shall likewise be lawful for the Trustee, upon requisition and indemnity as in said Article Fourteenth prescribed, after entry as aforesaid, or without entry, personally, or by its attorneys or agents, to sell and dispose of all and singular the said lands granted by Congress as aforesaid, and acquired by the construction of the said division of said railroad, in whole or in part, and the lands to be ac- quired as indemnity for deficiencies as aforesaid, or only so much or such parts of said granted and indemnity lands as it shall deem necessary and proper, having a due regard to the interests and rights of all parties, at public auction, to the highest and best bidders, at such place or places within the Territories, or future State or States, wherein the said lands shall be situated as it may designate, after not less than sixty days' notice of said sale or sales, and the time and place thereof, by advertisement published in one or more newspapers in the cities and places speci- fied and mentioned in said Article Third, or to adjourn the sale or sales from time to time in its discretion; and, if so adjourning, to make said sale or sales at the time and place to which the same may be adjourned ; and on receiv- ing full payment for the lands so sold, to make and deliver 24 370 NORTHERN PACIFIC RAILROAD. to the purchaser or purchasers thereof good and suffi- cient 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 said party of the first part, and all persons claiming or to claim the said prem- ises and property, or any part thereof, by, from or through it; and after deducting from the proceeds of such sale or sales, just allowances for all expenses thereof, including attorneys' and counsel fees, and all other expenses, ad- vances or liabilities which may have been made or in- curred by the Trustee in managing said business while in possession, and all payments which may have been made by the Trustee for taxes or assessments on the said prem- ises or any part thereof, as well as reasonable compensa- tion for its own services, it shall be lawful for the said Trustee, and it shall be its duty, to apply the residue of the moneys arising from the said sale or sales of said lands, to the payment of the principal of, and accrued interest on, all the said bonds which shall be then out- standing and unpaid, without discrimination or preference, but ratably to the aggregate amount of unpaid principal and accrued and unpaid interest; and if, after the satis- faction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said party of the first part, or to such other party or parties as may be entitled thereto. ceipt di^iargls AitTicLE Sixth. It is hereby declared that the receipt purchaser. or rece ipts of the Trustee shall be a sufficient discharge to the purchaser or purchasers at any sale or sales made by the said Trustee under, or in pursuance of, any or either of the said Articles Third, Fourth and Fifth, for his or their purchase money; and that said purchaser or purchasers, his or their heirs, executors or administrators, shall not, after payment thereof, and having such receipt, be liable to see to its being applied for or upon the purposes and trusts of these presents; or in any manner howsoever be answerable for any loss, misapplication or non- application of such purchase money, or any part thereof, or be obliged to inquire into the necessity, expediency or authority of or for any such sale. MORTGAGES. 371 Article Seventh. At any sale of tbe aforesaid property, ^hase 6 To r railroad, appurtenances, franchises or lands, or of either or bondholders. any part thereof, whether made by virtue of any power herein granted or by judicial authority, the Trustee may bid for and purchase, or cause to be bid for and purchased, the same for and in behalf of all the holders of the bonds hereby secured and then outstanding, in the proportion of the respective interests of such bondholders, at a reason- able price, if but a portion thereof be sold, or if all of it be sold at a price not exceeding the whole amount of such bonds outstanding with the interest accrued thereon and the expenses of such sale. Article Eighth. In case default shall be made in the . Principal due m case of six payment of any installment of interest on any of the afore- months' default 1 , , of interest. said bonds, when such interest shall become due and pay- able according to the terms of said bond, or of any coupon thereto annexed, and the payment of the said interest hav- ing been duly demanded at the time and place named for the payment thereof, and if such default shall continue for the period of six months, then, and in such case, the princi- pal of all the bonds secured by this instrument shall, at the election of the Trustee, become immediately due and payable, anything in the said bonds or herein contained to the contrary notwithstanding. Article Ninth. The Trustee shall, at all times during: Trustee's pow- era respecting the continuance of the trust hereby created, have full change of prop- power and authority, to be exercised in its own discre- tion and not otherwise, to release and convey to any party or parties who may be designated, in writing, by the said party of the first part to receive the same, or to release from the lien and operation of these presents in such other manner as the Trustee may deem proper, any por- tion of the premises hereinbefore granted, which may be appurtenant to the said division of said railroad, but which in the judgment of the Trustee shall be unneces- sary for use in connection therewith, and which shall have been acquired or held for stations, depots, shops or other buildings, or for a supply of fuel, gravel or other material; and also to convey or release, as aforesaid, on like request, 372 NORTHERN PACIFIC RAILROAD. any lands not occupied by the track, which may become disused by reason of a change of the location of any station house, depot, shop or other building connected with said railroad, and such lands occupied by the track and adjacent to such station house, depot, shop or other building as the said party of the first part may deem it expedient to disuse or abandon by reason of such change; and the Trustee may consent to any changes in the loca- tion of the track, or of station houses, depots, shops or other buildings, which, in the judgment of the said party of the first part, shall have become expedient, and make and deliver the instruments necessary or proper 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 Trustee, upon the trusts of these presents; and the proceeds of any and all lands and prem- ises for which others shall not, within a reasonable time, be required to be substituted, shall be paid over to the Trustee, to be by it applied to the redemption of the bonds aforesaid, in the manner hereinafter provided, which bonds shall, when so redeemed, be canceled and surrendered to the said party of the first part. And the said Trustee 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 portion of the machinery, tools, imple- ments and material, which shall be at any time acquired or held for the use of the said division of said railroad, and shall have become unfit or unnecessary for such use; but any and all new or other machinery, tools, implements and material which may be acquired in substitution for any so released, shall, by virtue and force hereof, become and be, immediately upon the acquisition of the same, subject to the lien and operation of these presents, without any new conveyance or transfer, or other act or proceeding what- soever; and the proceeds of all sales of machinery, tools, implements or material acquired or held for use on said division of said railroad, which may not be invested in new or other machinery, tools, implements or material, for use in connection with the said division, shall be paid over to the Trustee, to be by it applied as hereinafter provided in regard to the proceeds of the sales of lands. MOETGAGES. 378 Sale of lands. Appraisals. Article Tenth. The said lands granted by Congress as aforesaid, applicable and pertaining to the said division of said railroad, and also all lands acquired for indemnity as aforesaid, except agricultural lands to be sold to actual settlers, shall be carefully listed and appraised by the said party of the first part, its officers or agents, by sections or subdivisions of sections, divisions or parcels, as may seem most expedient for effecting sales thereof, which listings and valuations shall be made in writing, from time to time, as may be found convenient and practicable, and shall be subject to the approval of the Trustee; the appraisals so made shall be the minimum prices for which the respective parcels shall be sold ; a duplicate of such approved lists and valuations shall be delivered to the Trustee, and the same may be varied and changed, from time to time, subject always to the approval of the Trus- tee, and duplicates of such altered lists and valuations shall be delivered as aforesaid. The party of the first part shall at all times be at lib- erty to contract for the sale of any parcel or parcels of said lands, at such price or prices, not below the said appraisals, or altered and amended appraisal thereof, as to it shall seem 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, the payment whereof is hereby secured, shall be received at the par value thereof, and accrued interest, as cash, in payment of the purchase money of any of said lands which shall be sold or contracted to be sold as aforesaid, and such bonds shall, in such pa3 r ment, be deemed and accepted as the full equivalent, in all respects, dollar for dollar, of the principal and the interest then accrued thereon, to the same nominal amount in cash. If any such sale or sales Lands how of said granted lands shall be made for cash, or its equiva- mortgage, lent in bonds and accrued interest as aforesaid, then, upon payment of the proceeds of such sale or sales to the Trus- tee, it shall, by deed or deeds executed by it, or its author- ized attorney or attorneys, release the lands so sold and paid for from the lien created hereby, so that the pur- chaser or purchasers thereof shall take and hold the same free from any encumbrance existing by reason of these Bonds receiv- able for lands. 374 NORTHERN PACIFIC RAILROAD. presents. If any such sale or sales be made on credit, in whole or in part, the purchaser or purchasers may have delivered to him or them a duplicate agreement in writing Sales of lauds for the conveyance of the lands so sold to the purchaser or ou credit. ^ purchasers, his or their heirs or assigns, when payment thereof shall have been made in full, as may in such agree- ment in writing be stipulated and provided fur; and the Trustee shall receive and hold the duplicate originals of all such agreements executed on the part of the purchaser or purchasers, and all moneys paid thereon, and upon such purchase or purchases, for the purposes and upon the trusts herein provided for in respect to the proceeds of the sales of lands; and upon full payment of the pur- chase money the Trustee shall release, in manner afore- said, the lands so sold and paid for, from the lien created and existing by reason of these presents; or, if for any special reason it shall be expedient to accept from a purchaser a bond and mortgage for the amount of the purchase money left unpaid, the Trustee may release, in manner aforesaid, the lands so sold from the lien and en- cumbrance of these presents, upon receiving the cash por- tion of the purchase money, and the personal bond of the purchaser for the remainder, conditioned in double the amount of the unpaid portion of the purchase price, for the payment of the same, in installments or otherwise, within a period of not exceeding five years from the date of such purchase, with interest thereon payable semi- annually, together with a mortgage on said land to secure the payment of such bond. Land Agent. For the purpose of granting and releasing from the lien of these presents such of said granted or indemnity lands and premises as shall or may be sold in conformity with this article, the Trustee may act, and it is hereby authorized and empowered to act, by agent or attorney; and all instruments executed and acts done by the agent or attorney of the Trustee, duly appointed for that pur- pose, in respect to the conveyance or release of lands which shall be sold in conformity with this article, shall be as valid and effectual, to all intents and purposes, if the same be within the scope of the authority of such agent or attorney, as if the same were executed MOETGAGES. 375 by the Trustee in person; and every such appoint- ment or power of attorney may be revoked by the Trustee at its pleasure, at any time before the execution of the authority therein granted, and the Trustee may remove at pleasure any agent or attorney by it appointed. The Trustee is, and shall be, authorized to allow reason- compensation able compensation to any agents or attorneys appointed by it as aforesaid, and to such agents, clerks and assistants, if any, as it may deem necessary to employ, and to such agents, clerks and assistants as it may deem necessary or proper for the said party of the first part to employ, in regard to the listing, appraisal, settlement and sale of said lands, and the preparation of contracts and conveyances thereof ; and the Trustee may, from time to time, allow to be deducted out of the proceeds of the sales of said lands an amount sufficient to defray such expenses, if in its judgment such expenses be reasonable and proper and in just proportion to the benefit derived by this trust from sales of the said lands: Provided always, that the holders of the bonds hereby secured, or the Trustee, shall not, in any manner whatever, become or be liable or responsible for, or in respect to, any such expenses, or any other expenses attending the execution of the trust hereby created. Article Eleventh. The net proceeds of any and all sales Proceeds of pji/j land sales how of lands which may be made by the said party ot the first applied. part in conformity with the provisions of the next preced- ing article of this instrument, are hereby inviolably pledged to the payment of the interest on said bonds and the redemption of the principal thereof, in the manner hereinafter mentioned; and the Trustee shall apply the said net proceeds, fird, to the payment at maturity, or as soon thereafter as practicable, of any installment of inter- est on said bonds for which the said party of the first part shall have failed to make due provision ; and, secondly, to the redemption of the principal of said bonds, in the man- ner hereinafter mentioned and provided, that is to say : the said net proceeds shall be deposited by the Trustee in some safe depository in the City of New York, and when- ever, and from time to time, and as often as, the said net proceeds, with the accumulated interest thereon, amount 876 NORTHERN PACIFIC RAILROAD. to the sum of twenty-five thousand dollars, the Trustee shall, or to any less sum, the Trustee, in its discretion, may, apply the same to the redemption of such and so many of said bonds as such amount of said net proceeds will suffice to redeem at par. The Trustee shall designate by lot the bonds to be called in for such redemption, and shall Designation of forthwith call in the same, and give notice thereof, and of deemed. the nunibers and denominations of the bonds so desig- nated, personally or by mail, to any owner or holder there- of whose name and address is known to it, and by adver- tisement in one or more newspapers of general circulation published in the Cities of Boston, New York and Phila- delphia, once a week for three successive weeks, if any owner or holder thereof is unknown to it; and on presen- tation and delivery of the said designated bonds the Trus- tee shall apply the said net proceeds to the payment there- of. And all future interest on any of the said bonds so designated which shall not be presented and delivered to the Trustee at or before the expiration of sixty days from and after the date of said notice, shall cease from and after the expiration of said sixty days, and the coupons representing such future interest shall thenceforth be void and of no force or effect, and the said party of the first part shall be no longer liable for the said future interest. sinking fund. A sinking fund shall be created and maintained for the redemption of the bonds secured by these presents at or before their maturity; which sinking fund shall consist of one per centum, each year, upon the aggregate amount of the principal of all the said bonds that shall be then out- standing, and which one per centum shall be paid by the said party of the first part to the Trustee, in semi-annual installments of the one-half of said one per centum each, upon the days on which the semi-annual installments of the interest on the said bonds shall become due and payable. Said sinking fund shall be accumulative and shall com- mence five years after the date of the said bonds. How to be in- The moneys paid or coming into this sinking fund shall vested. a i go k e deported by the Trustee in some safe depository in the City of New York, on interest to be paid and ac- cumulated as capital semi-annually; and the said moneys, together with all accumulations of interest thereon, shall . MORTGAGES. . 377 be invested by the Trustee in the bonds secured by these presents, to be called in for that purpose as hereinafter provided, at par and accrued interest; and the bonds so called in shall be held by the Trustee and immediately stamped or endorsed as belonging to said sinking fund, with the date of their so being called in, and as no longer transferable or negotiable, and the coupons thereto be- longing shall be defaced by perforations or punctures; but the said bonds so called in shall remain in force and the semi-annual interest thereon shall continue to be paid to the Trustee by the said party of the first part, and the amount of said interest shall be added to and applied as a part of the capital of the said sinking fund, and be in- vested in the manner and with the limitations herein pro- vided. As soon as practicable after the first day of March in Designation of each calendar year after the year eighteen hundred and sinking fund, eighty-five, the Trustee shall also designate by lot such and so many of the said bonds as are to be called in for said sinking fund, and shall forthwith call in the same, and give notice thereof, and of the numbers and denomina- tions of the bonds so designated, personally or by mail, to any owner or holder of said bonds whose name and address is known to it, and by advertisement in one or more newspapers of general circulation in the Cities of Boston, New York and Philadelphia, once a week, until the date of the next interest payment, if any owner or holder of the said bonds is unknown to it; and on pre- sentation and delivery of the said designated bonds, the Trustee shall apply the moneys in the said sinking fund to the payment therefor. And all future interest on any of the bonds so designated, which shall not be presented and delivered on or before the date of the said next interest payment, shall cease from and after such date, and the coupons representing such future interest shall thenceforth be void and of no force or effect, and the said party of the first part shall be no longer liable for the said future interest. It is expressly understood and agreed that, in all cases, Oiderafdeaig- the bonds to be designated by lot, as aforesaid, whether ua for redemption by the net proceeds of sales, or for the 378 NORTHERN PACIFIC RAILROAD. said sinking fund, shall be those of the lowest or lower denomination then outstanding; and that no bond or bonds of a higher denomination shall be so designated until all the bonds of lower denomination or denomina- tions shall have been either received in payment for lands or called in for redemption or for the sinking fund, as herein provided. cancellation oi The Trustee shall, without unreasonable delay, cancel bonds redeemed . , -, -, , ,-, tne bonds redeemed by means of the net proceeds of the sales of lands, as provided in this article, and also those received in payment for lands, as provided in the next preceding article, with the coupons of interest thereto belonging, and surrender the same to the said party of the first part. And the Trustee and the said party of the first part shall each, separately, keep registries of all said bonds redeemed and called in for redemption, and also of all said bonds received in payment for lands, and also of all said bonds required and called in for the sinking fund, and of each of said classes a separate registry; and Registry oi the said registries of the said party of the first part shall at all reasonable hours be open to the inspection of each holder of the bonds hereby secured and of the Trustee, and the numbers, denominations and amounts of all said bonds so redeemed and called in for redemption, and of all said bonds received in payment for lands, and of all said bonds acquired and called in for the sinking fund, each year, shall be reported at the annual meeting of the stockholders of the said party of the first part. Payments to And the said party of the first part hereby covenants, the sinking fund. r J r j promises and agrees to and with the said party of the second part, that it, the said party of the first part, shall and will faithfully and promptly pay to the Trustee, for said sinking fund, each year, commencing with and in the year ending the first day of September, eighteen hun- dred and eighty-five, from and out of the earnings of the entire of its said railroad, the said one per centum, in money, upon the aggregate amount of the principal of all the said bonds hereby secured, that shall be in each twelve months after the first day of September, eighteen hundred and eighty-four, and from time to time, outstanding, including the bonds called in for the said bonds. MORTGAGES. 379 sinking fund, in semi-annual installments, as above speci- fied, and that it, the said party of the first part, shall and will also faithfully and promptly pay, from and out of said earnings, the semi-annual interest on the said bonds hereby secured, at the time and times the same shall be- come due and payable, including the semi-annual interest on the bonds that shall be called in for the said sinking fund; and in the event of the Trustee advancing and paying any of said interest from and out of the net pro- ceeds of the sales of said lands, in default of the said party of the first part making provision for the payment thereof, as hereinbefore provided, the said party of the first part shall and will reimburse and repay to the Trustee the amount which shall be so advanced and paid, with semi- annual interest thereon at the rate of six per centum per annum, out of the first and subsequent earnings of the said entire railroad that may be applicable to and available for that purpose. When all the said bonds secured by these presents shall Final disposi- have been either received in payment for lands, or re- fund, and can- _ n -i-i-ii. t , i ai .cellation of bonds deemed or designated lor redemption by means ol trie net proceeds of the sales of lands, or acquired or called in for the sinking fund, as herein provided, all moneys and securities for moneys that shall then be in the said sinking fund shall be paid over by the Trustee to the said party of the first part. And all of said bonds that shall have been called in and acquired for said sinking fund shall be canceled by the Trustee and delivered to the said party of the first part, with the coupons thereto belonging; but in case any of the said bonds that shall have been called in for said sinking fund, or designated for redemption, as herein provided, shall not have been then presented and delivered, in pursuance of such call or notice of such des- ignation, provision shall be made for the j^ayment of the principal thereof upon presentation and delivery at or before the expiration of forty years from the date of said bonds. sales. Article Twelfth. The said party of the first part shall Record of land at all times keep at its office in the City of New York a record of all the sales of lands which shall be made as 380 NORTHERN PACIFIC RAILROAD. aforesaid, and of the prices obtained for the same, and of the manner in which the purchase money shall have been paid or secured, and of the amount, denominations and numbers of the said bonds (if any) surrendered on account thereof; which record shall, at all reasonable hours and times, be open to the inspection of any and all holders of the bonds hereby secured; and the Trustee shall, semi- annually, to wit, in the months of March and September in each year, file in the said office a statement of the lands which shall have been released by it from the lien of these presents during the six months last preceding the month in which such statement shall be filed, and of the consideration received therefor, and of the disposition made of the same ; and also a statement of the numbers, denominations and amounts of all bonds redeemed and designated for redemption, by means of the proceeds of the sales of lands; and also a like statement of the bonds acquired and called in for the said sinking fund during the same periods, which statement shall also, at all reasonable hours and times, be open to the inspection of the bondholders. Registry ot Akticle Thikteenth. The said partv of the first part bondholders . . f * x shall hereafter keep at its said office m the City of New York an appropriate book, to be designated the " Kegister of First Mortgage Bondholders Pend d'Oreille Division;" and any and every holder of bonds secured hereby shall be entitled to have his name and address, with the num- ber and denomination of any of the said bonds held by him, entered therein, upon presenting at the said office a written statement of the said particulars, signed by him- self, and, if required, duly verifying his title to said bonds by the production thereof, or upon the written order, duly verified, of the person last registered as the holder. Such registry shall authenticate the right of the holder of every bond so registered to notice by mail to his said registered address, of the calling in for redemption or for the sinking fund of his bond or bonds so registered, should such designation be made under the provisions of Article Eleventh of this indenture. The Trustee shall have free access, at all reasonable hours and times, to such bond MORTGAGES. 381 registry, and shall, from time to time, on request in writ- ing, be furnished with a copy thereof. Article Fourteenth. In case default shall be made in in case of de- the payment of any semi-annual installment of interest to s i x months. accrue on any of the said bonds, and if such interest shall remain unpaid and in arrears for the period of six months, or in case default shall be made in the payment of the principal of an} r of the said bonds, or in case default shall be made in respect to any payment required to be made into the sinking fund as herein provided, or in respect to any requirement, covenant or agreement herein contained, on the part of the said party of the first part to be observed, done, kept or performed, and if any such default shall continue for the period of six months, or in case default should be made in the payment of the principal of said bonds, then, and in either, or any, or every such case, it shall be the duty of the Trustee under these pre- sents, upon a requisition in writing, signed by the holders of not less than one-third of the whole amount of said bonds then outstanding, and upon adequate security and indemnity against all costs, expenses and liabilities to be by the Trustee incurred, to proceed to enforce the rights of the bondholders under these presents, either by the ex- ercise of the powers granted by Articles Second, Third, Fourth and Fifth of this instrument, or any of said powers, or by a suit or suits in equity or at law, in aid of the execution of such powers or otherwise, as the Trustee, being advised by counsel learned in the law, shall deem most effectual to enforce such rights; it being understood, and it is hereby expressly declared, that the rights of en- try and sale hereinbefore granted are intended as cumu- lative remedies, additional to all other remedies allowed by law, and that the same shall not be deemed, in any manner whatsoever, to deprive the Trustee, or the beneficiaries under this trust, of any legal or equitable remedy by judicial proceedings, consistent with the pro- visions of these presents, according to the true intent and meaning thereof; provided always, and it is hereby ex- pressly declared and agreed, that no holder or holders of a ' bond or of any bonds secured hereby shall have the 382 NORTHERN PACIFIC RAILROAD. right to institute any suit, action or proceeding, in equity or at law, for the foreclosure of this indenture, or the ex- ecution of the trusts thereof, or for the appointment of a receiver, or for any other remedy hereunder, without first giving notice in writing to the Trustee of default having occurred and continued as in this article aforesaid, and requesting the Trustee, and affording it a reasonable opportunity, to institute such action, suit or proceeding in its own name, or to proceed to exercise the powers hereinbefore granted, and also offering to it adequate security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby; and such notification, request and offer of indemnity are hereby declared to be conditions precedent to any action or cause of action for the foreclosure, or for the execution of the trusts of this indenture, or for the appointment of a re- ceiver, or for any other remedy hereunder. " Tmsto. " de- Article Fifteenth. It is understood and mutually agreed by and between the parties hereto, that the word " Trustee," when and as used in these presents, is intended to refer to and describe, and shall be construed to mean, the body or bodies corporate, or the person or persons, which or who, for the time being, shall be charged with the execution of the trusts of these presents, whether the same be the said party of the second part or any successor or successors of said party of the second part hereunder. Tmstee not And it is further mutually agreed by and between the habie. said, parties hereto, as a condition on which the party of the second part has assented and does assent to these presents, that the Trustee shall not, in any man- ner, be responsible or liable for any act, default or miscon- duct of any agent or agents by it employed; nor shall it be answerable, under any circumstances, except for its own willful default or misconduct; that the Trustee shall be compensation en titled to just compensation for all services which it may of Trustee. hereafter render in said trust, to be paid from the trust funds which may come into its hands; that the Trustee may resign and be discharged of the trusts hereby created by notice in writing to the said party of the first part, three months before such resignation shall take effect, or MORTGAGES. 383 such shorter time as said party of the first part shall accept as adequate notice. Article Sixteenth. It is further hereby mutually Expenses of 17 ^ the trust how agreed by and between the parties hereto, that all the to be defrayed. expenses of executing the trusts hereby created shall be paid out of the trust funds realized from the sales of the said granted lands hereby conveyed ; but if, at any time, such sales shall not yield, in money, a sum sufficient to meet the necessary current expenses incurred in executing said trusts, then, and in that case, and as often as it shall occur, the Trustee shall be authorized to make requisition from time to time on the said party of the first part, for an advance of such sum or sums of money as may be necessary, in addition to the money realized by such sales, to enable it to execute said trusts, provided such requisi- tion shall be accompanied with a detailed statement of the expenses to be met, and shall not, in any one year, exceed the sum of ten thousand dollars; and the said party of the first part hereby agrees to pay such requisition within thirty days after it is made; and all sums thus advanced shall be a charge in the hands of the said party of the first part against the said trust funds, and shall be repaid out of said trust funds to the said party of the first part. . lands. Article Seventeenth. The said party of the first part After acquired hereby covenants and agrees to and with the said party of the second part, that whenever and as often as the said party of the first part shall hereafter acquire any lands from the Government of the United States by reason of the construction of the said division of the said railroad or of any part thereof, or shall acquire any property, right or franchise pertaining to, or for permanent and exclusive use upon, the said division of said railroad, the said party of the first part shall and will acquire, possess and hold the same, and every part and parcel thereof, upon and subject to the trusts of this instrument, until conveyance thereof in pursuance of the covenant next herein contained shall be duly made and delivered to the said party of the :iners 384 NORTHERN PACIFIC RAILROAD. second part, its successor or successors in the trust hereby created. Further assur- And the said party of the first part hereby further cove- nants and agrees to and with the said party of the second part, that the said party of the first part shall and will, from time to time, and at all times hereafter, and as often as th(reunto requested by the Trustee, execute, acknowl- edge and deliver all such further deeds, conveyances and assurances in the law, for the better assuring unto the Trustee, upon the trusts herein expressed, the said divi- sion of said railroad, with the appurtenances, and all the property and franchises thereto belonging, and herein- after mentioned and conveyed or intended so to be, and all other property, things and franchises whatsoever now held, or which may hereafter be acquired for permanent or ex- clusive use in connection with the same, as by the said Trustee or by its counsel learned in the law shall be rea- sonably advised, devised or required. e. Article Eighteenth. If the said party of the first part shall well and truly j>ay the sums of money herein required to be by it paid, and all interest thereon, at the times and in the manner herein specified, and shall well and truly keep and perform all the agreements and things herein agreed and required to be kept and performed by the said party of the first part, according to the true intent and meaning of these presents, then and in that case, the estate, right, title and interest of the said party .of the second part, and of its successors in the trust hereby created, in and to the property, rights, franchises, lands and premises hereby granted and conveyed shall cease and determine, and these presents shall become void; otherwise the same shall be and remain in full force and virtue. In Witness Whereof, the said party of the first part has caused these presents to be signed by its President, and its corporate seal, attested by its Secretary, to be hereto affixed, and the said party of the second part, in evidence of its acceptance of the trust hereby created, has caused MORTGAGES. 385 these presents to be signed by its President, and its corporate seal to be hereto affixed, the day and year first herein written. NORTHERN PACIFIC RAILROAD COMPANY, By Frederick Billings, [seal] Preside, Attest: Saml. WlLKESON, Secre* iary. THE FARMERS' LOAN & TRUST CO., By R. G. Rolston, [seal] President. Attest: Geo. P. Fitch, Secretary. State of New York, ) City and County of New York, j "" Be it Remembered, that on this twentieth day of December, A. D. one thousand eight hundred and seventy-nine, before me personally appeared Frederick Billings, President of the Northern Pacific Railroad Company, with whom I am personally acquainted; and who, being by me duly sworn, did depose and say, that he is, and at the time of the execution of the foregoing instrument was, the President of said Company, that he knows the corporate seal of said Company, and the seal affixed to the foregoing instrument as such is said corporate seal; that the said seal was so affixed and he executed said instrument by authority of the- Board of Directors of said Company. And the said Frederick Billings at the same time acknowl- 25 386 NORTHERN PACIFIC RAILROAD. edged the foregoing instrument to be the act and deed of the said Northern Pacific Railroad Company. In Witness Whereof, I have hereunto set my hand and affixed my official seal, at my office in the City of New York, the day and year last aforesaid. FRANK L. HALL, [seal] Notary Public (232), N. Y: Co. State of New York, } City and County of New York, j Be it Remembered, that on this twentieth day of December, A. D. one thousand eight hundred and seventy-nine, be- fore me personally appeared Rosewell G. Rolston, the President of the Farmers' Loan and Trust Company of the City of New York, with whom I am personally acquainted, and who, being by me duly sworn, said, that he resides in the City of New York, and that he is, and at the time of the execution of the said instrument was, the President of the said Company; that he knows the corporate seal of said Company; that the seal affixed to the foregoing instrument as such is said corporate seal; that the same was affixed to the foregoing instru- ment by authority of the Board of Directors of said Com- pany; and that he signed the said instrument as President of said Company by like authority. In Witness Whereof, I have hereunto set my hand and affixed my official seal, at my office in the City of New York* the day and year last aforesaid. FRANK L. HALL, [seal] Notary Public (232), N. Y. Co. NORTHERN PACIFIC RAILROAD CO. GENERAL FIRST MORTGAGE. $fti!8i ^ttAtttttttt, made the first day of January, A. D. one thousand eight hundred and eighty-one, by and between the Northern Pacific Railroad Company, a cor- poration created and existing by and under an Act of the Congress of the United States of America, entitled " An Act granting land to aid in the construction of a railroad and telegraph line from Lake Superior to Puget's Sound, on the Pacific coast, by the Northern Route," approved July 2d, 1864, party of the first part, and the Central Trust Company of New York, Trustee, party of the second part: Whereas, the said party of the first part, by the aforesaid act and the joint resolutions of Congress supplementary thereto, is authorized and empowered to lay out, locate, construct, furnish, maintain and enjoy a continuous rail- road and telegraph line, with the appurtenances, from a point on Lake Superior, in the State of Minnesota or Wisconsin, thence westerly, by the most eligible railroad route, as should be determined by the said party ^of the first part, within the territory of the United States, on a line north of the forty-fifth degree of latitude, to some point on Puget Sound, via the Valley of the Columbia River, with a branch from some convenient point on its main trunk line across the Cascade Mountains to Puget Sound. And whereas, by Section Two of the said act it is enacted, citations from "That the right of way through the public lands be, and Acts of Congross the same is hereby granted, to said 'Northern Pacific Railroad Company,' its successors and assigns, for the construction of a railroad 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 388 NORTHERN PACIFIC RAILROAD. width on each side of said railroad where it may pass through the public domain, including all necessary ground for station buildings, work shops, switches, side tracks, turn-tables and water stations; and the right of way shall be exempt from taxation 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 operation of this act, and acquired in the donation to the road named in this bill. " And tvhereas, by Section Three of the said act it is further enacted, " That there be, and hereby is, granted to the ' Northern Pacific Kailroad Company,' its successors and assigns, for the purpose of aiding in the construction of said railroad and telegrajm line to the Pacific coast, and to secure the safe and speedy transportation of the mails, troops, munitions of war and public stores over the route of said 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 sec- tions of land per mile on each side of said railroad whenever it passes through any State, and whenever, on the line thereof, the United States have full title, not reserved, sold, granted or otherwise appropriated, and free from pre-emption 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 have been granted, sold, reserved, occupied by homestead settlers, or pre-empted or otherwise disposed of, other lands shall be selected by said Company in lieu thereof, under the direction of the Secretary of the Interior, in alternate sections, and designated by odd num- bers, not more than ten miles beyond the limits of said alternate sections." And it is therein provided, that in lieu of mineral lands, a like quantity of unoccupied and un- appropriated agricultural lands, in odd numbered sections nearest to the line of the road, may be selected as above MORTGAGES. 889 provided. "And provided, further, that the word 'min- eral,' when it occurs in this act, shall not be held to include iron or coal." And by Section Six of the said act it is 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." And it was therein declared that " the reserved alternate sec- tions shall not be sold by the Government at a price less than two dollars and fifty cents per acre when offered for sale." And whereas, by a resolution approved by the President of the United States May 31st, 1870, entitled '.'A reso- lution authorizing the Northern Pacific Railroad Com- pany to issue its bonds for the construction of its road and to secure the same by mortgage, and for other purposes," it was " Eesolved, by the Senate and House of Represen- tatives of the United States of America in Congress assembled, that the Northern Pacific Railroad Company be, and hereby is, authorized to issue its bonds to aid in the construction and equipment of its road, and to secure the same by mortgage on its property and rights of prop- erty of all kinds and descriptions, real, personal and mixed, including its franchise as a corporation ; and as proof and notice of its legal execution and effectual deliv- ery, said mortgage shall be filed and recorded in the office of the Secretary of the Interior. " And therein it is provided that " in the event of there not being in any State or Territory in which said main line or branch may be located, at the time of the final location thereof, the amount of lands per mile granted by Congress to said Company, within the limits prescribed by its Charter, then said Company shall be entitled, under the directions of the Secretary of the Interior, to receive so many sections of land belonging to the United States, and designated by odd numbers in such State or Territory, 390 NORTHERN PACIFIC RAILROAD. within ten miles on each side of said road beyond the limits prescribed in said Charter, as will make up such deficiency on said main line or branch, except mineral and other lands as excepted in the Charter of said Company of eighteen hundred and sixty-four, to the amount of the lands that have been granted, sold, reserved, occupied by homestead settlers, pre-empted, or otherwise disposed of, subsequent to the passage of the act of July two, eighteen hundred and sixty-four. And whereas, the general route of the said main line of the said railroad has been located, from its terminus in the State of Wisconsin, at or near the mouth of the Mon- treal River, which river forms in part the boundary between the States of Michigan and Wisconsin, and flows into Lake Superior, to its terminus on Puget Sound, via the Valley of the Columbia River; and the general route of the said branch across the Cascade Mountains has been located from the said main line to the same terminus on Puget Sound. And previously to the first day of January, A. D. one thousand eight hundred and seventy-nine, the said party of the first part did construct and complete, and now has in operation, as a first-class railroad, five hundred and sixty-two (562) miles of its said main line and branch, and now has in process of construction other parts of the said main line, namely, from the Missouri River, in the Territory of Dakota, westward, to the Yellow- stone River, in the Territory of Montana, a distance of two hundred and seventeen miles, commonly known as the "Missouri Division;" and from the Columbia River, in Washington Territory, eastward to Lake Pend d'Oreille, in Idaho Territory, a distance of two hundred and nine miles, commonly known as the " Pend d'Oreille Division;" both of which so-called divisions are rapidly approaching completion, and the rails and all other materials required therefor have been jjurchased and are on the ground, and the means fully to complete the same are provided. And there remain to be constructed and completed of the said main line and branch, exclusive of the said Mis- souri and Pend d'Oreille Divisions, the aggregate length oi fourteen hundred and fifty-one miles. MORTGAGES. 391 And whereas, the said party of the first part, to secure the payment of two and a half millions of dollars of its bonds, issued for the purpose of aiding in the construction and equipment of the said Missouri Division of the said main line, did heretofore execute a mortgage thereon, and on the lands appertaining thereto, to The Farmers' Loan and Trust Company of the City of New York, as Trus- tee for the holders of said bonds, which mortgage and the said bonds thereby secured, bear date the first day of May, A. D. one thousand eight hundred and seventy-nine; and to secure the payment of four and a half millions of dollars of its bonds, issued for the purpose of aiding in the construction and equipment of the said Pend d'Oreille Division of the said main line, did also heretofore execute a mortgage on that division, and on the lands appertaining thereto, to the said The Farmers' Loan and Trust Company, as Trustee for the holders of said last mentioned bonds, which mortgage, and the said bonds thereby secured, bear date the first day of September, A. D. one thousand eight hundred and seventy-nine ; all of said bonds being subject to redemption, at or before maturity, by the operation of sinking funds and by the application of the sales of said lands, as provided in said mortgages. And whereas, the said party of the first part is the lessee for ninety-nine years from the 1st day of May, 1878, of a certain railroad in the State of Minnesota, con- structed, and now in operation, from Brainerd, on the main line of the railroad of the said party of the first part, to Sauk Rapids, a distance of sixty miles, more or less, known as the Western Railroad of Minnesota; and the said party of the first part has acquired the perpetual right to the joint use of a certain other railroad in said State, constructed and now in operation from Sauk Rapids to the City of St. Paul, a distance of seventy-six miles, more or less, known as the branch of the St. Paul, Minneapolis and Manitoba Railway; by which last two mentioned railroads the said party of the first part has connections at St. Paul with the railroads between that city and the Cities of Milwaukee and Chicago; and 392 NORTHERN PACIFIC RAILROAD. the said party of the first part is also the owner of certain lands, premises and real estate in the said City of St. Paul, used or intended to be used for purposes of, or in connection with, its business ; and the said party of the first part is also the owner of the undivided half of all that part of the St. Paul and Duluth Kailroad which extends from the junction of said last mentioned road with the main line of railroad of the said party of the first part, to Duluth, at the head of Lake Superior, in the State of Minnesota, a distance of twenty-four miles, more or less, with the appurtenances; and also certain other lands, premises and real estate in the said village of Duluth, used or intended to be used by the said party of the first part, for purposes of, or in connection with, the business of the said party of the first part. And ivhereas, by the plan of reorganization of the Northern Pacific Railroad Company, the said party of the first part hereto, it was and is provided and established, among other things, as follows, viz.: "The capital stock of the company shall be as fixed in the act of incor- poration, and shall be divided into preferred and common. The preferred stock shall have all the rights and pri- vileges of the common stock, with the right to vote, and the holders thereof shall be entitled to dividends not exceeding eight per cent, per annum, as the net earning* hereinafter defined, in each calendar year, may suffice to pay, and before any dividends shall be paid on the com- mon stock." " The preferred stock shall be convertible at the par value into any lands belonging to the Company, or here- after to belong to it, east of the Missouri River, in the State of Minnesota and in the Territory of Dakota, until default shall occur in some of the provisions of the new First Mortgage Bonds hereinafter provided for, and such conversion shall be an extinguishment of such stock. The proceeds of all sales of such lands, until such default, shall be used likewise in extinguishment of such stock." " The words ' net earning*,' as used above, shall be con- strued to mean such surplus earnings of the said railroad asshall remain, after paying all expenses of operating the MORTGAGES. 393 said railroad and carrying on its business, including all taxes and assessments and payments on encumbrances, and including the interest and sinking fund on the First Mortgage Bonds, the expenses of repairing or replacing the said railroad, its appurtenances, equipments or other property, so that the same shall be in high condition, and of providing such additional equipment as the said Com- pany shall deem necessary for the business of said rail- road." And whereaa, the said party of the first part is now en- gaged in the construction of its said main line and branch railroad; and for the purpose of completing the construc- tion and equipment thereof, and of taking up, retiring and canceling such of the said bonds issued to aid in the con- struction and equipment of the said Missouri and Pend d'Oreille Divisions of said main line as aforesaid as have not at the date of this indenture been already redeemed, so that this indenture shall be and remain the first mortgage and paramount lien on the entire of said main line and branch railroad and the other property herein- after specified ; the said party of the first part has duly resolved and determined to make and deliver its bonds to the amount of not exceeding twenty-five thousand dollars per mile of the whole length of the said main line and branch; each of said bonds to bear even date here- with, and to be payable in gold coin of the United States of, or equal to, the present standard of weight and fine- ness, at the end of forty years from the date hereof; with interest payable semi-annually, in like gold coin, at the rate of six per centum per annum, at the office or agency of the said party of the first part in the City of New York, free from taxes required to be deducted by the said party of the first part from said interest; and to secure the payment of the principal and interest of said bonds by a mortgage which shall be a first mortgage and paramount lien upon the entire of said main line and branch, in- cluding as well the completed as the uncompleted parts thereof, with the appurtenances, and upon all the lands granted by Congress to aid in the construction and equipment thereof (subject, as to such of the said lands H94 NORTHERN PACIFIC RAILROAD. as are situated in the State of Minnesota and Territory of Dakota east of the Missouri River, to the foregoing pro- visions of the plan of reorganization); and upon all the property and rights of property of the said party of the first part of all kinds and descriptions now held, and that may hereafter be acquired, for use in connection with said line of railroad; and upon all the franchises of the said party of the first part, including the franchise to be a corporation; which said bonds shall be receivable, at all times, the same as money, at a rate equal to the par of the principal, and the accrued interest, with ten per cent, added to the principal, in payment for the said lands. Said bonds shall be issued in denominations of $1,000 of coupon bonds, and $5,000 of registered bonds; the bonds of each denomination to be numbered consecutively from 1 to the highest number issued of that denomination. They shall stand equally and ratably secured hereby, without any preference or priority whatever; and each of said bonds shall be duly executed by and under the seal of the said party of the first part, and signed and attested by its President and Secretary, and the interest coupons shall be authenticated by or with the name of its Treas- urer. Each bond shall be certified by the said party of the second part, or its successor, which certificate shall be conclusive and the only proof that the same is secured by this indenture; and when issued, exchanged or trans- ferred, shall be signed or countersigned by the Register of the said party of the second part. The said bonds shall be in general form, effect and substance as follows : NORTHERN PACIFIC RAILROAD and Land Grant, General First Mortgage, Sinking Fund, Six Per Cent. Gold Bond. The Northern Pacific Railroad Company, No. Incorporated by Act of Congress No. OF THE $1,000. United States of America. $1,000. Promises to pay to the holder of this bond, on the 1st day of January, 1921, at its office or agency in the City MORTGAGES. 395 of New York, one thousand dollars, United States gold coin, of or equal to the present standard of weight and fineness; and interest thereon at six per cent, per annum, payable semi-annually, on the 1st days of July and Jan- uary in each year, in like gold coin, upon presentation and surrender of the annexed coupons therefor, as they severally mature, at said office or agency, free from all United States, State and Municipal taxes that may be re- quired by law to be deducted by said Company from said interest, the Company hereby assuming to pay the same. The payment of the principal and interest of this bond, with others of like tenor and same date, not exceeding, in all, twenty-five thousand dollars per mile of railroad authorized by the Charter of the Company, is secured by a mortgage or deed of trust, duly made by the said Company to the Central Trust Company of New York, Trustee for the holders of all said bonds, which shall be the first mortgage and paramount lien upon the entire of said railroad, constructed and to be constructed, with the appurtenances, and upon all the lands granted by Congress to aid in the construction thereof, and all the property and rights of property of the said Kailroad Com- pany now held, and which may be acquired, and all its franchises, including the franchise to be a corporation; subject, as to the lands in Minnesota and Dakota east of the Missouri Kiver, to the rights of the holders of the pre- ferred stock of the Company, as the same are reserved in said mortgage, to convert their stock into said lands and. to the application of the proceeds of the sales of said lands to the extinguishment of said preferred stock, until default shall occur in some of the provisions of said bonds; and subject also to two mortgages, one on the Missouri, and the other on the Pend d'Oreille Division of said railroad, and on the lands appertaining thereto, as secu- rity for bonds issued to aid in their construction, of which there are outstanding less than six and a half millions of dollars, and the retiring or payment of all which is fully provided for in said mortgage or deed of trust. This bond shall pass by delivery, or by transfer on the books of the Eailroad Company; but after registration of ownership, no transfer, except on the books of the Com- 396 NORTHERN PACIFIC RAILROAD. pany, shall be valid, unless the last transfer be to bearer; and this bond shall continue subject to successive regis- trations and transfers to bearer, at the option of the holder. Coupon bonds, when presented in amounts of $5,000 or any multiple thereof, may be exchanged for registered bond or bonds of the denomination of 85,000 of like tenor and same date, equally secured by said deed of trust; and any of the said bonds will at all times be receivable, the same as money, at the rate of the par of the principal, and the accrued interest, with ten per cent, added to the principal, in payment for any of the said lands granted by Congress; subject, however, to the rights aforesaid, reserved by said deed of trust to the holders of the preferred stock; and also subject to the rights of the holders of the bonis secured by the said mortgages on the Missouri and Pend d'Oreille Divisions. This bond, or any bond secured by said deed of trust, shall not be obligatory or valid for any purpose, unless certified by the Central Trust Company of New York, Trustee; and is subject to be redeemed before maturity, at a price equal to the par of the principal, and the accrued interest, with ten per cent, added to the princi- pal, as provided in the mortgage. In Witness Whereof, the said Northern Pacific Railroad Company has hereunto affixed its corporate seal, and caused these presents to be signed by its President and Secretary, at New York, the 1st day of January, A. D. 1881. Frederick Billings, [seal] President. Saml. Wilkeson, Secretary. (Form of Coupons.) $30. On the 1st day of July, 1881, No. The Northern Pacific Railroad Company will pay to bearer, at its office or agency in New York, thirty dollars, MOBTGAGES. 397 United States gold coin, being six months' interest due that day on bond No. , unless said bond be previously called in as provided in the mortgage. Robert Lenox Belknap, Treasurer. And each of said bonds is to have thereon a certifi- cate, signed by the said party of the second part, or its successor, as Trustee, to the following effect: It is hereby certified that this bond is secured by the mortgage or deed of trust therein mentioned, and that said mortgage is duly filed and recorded in the office of the Secretary of the Interior at Washington, pur- suant to the resolution of Congress. CENTRAL TRUST COMPANY OF NEW YORK, By H. F. Spaulding, President. Now this Indenture Witnesseth, that the said party of the first part, in consideration of the premises, and of one dollar to it paid, at or before the sealing and delivery of these presents, the recipt whereof is hereby acknowledged, and in order to secure the due and punctual payment of the bonds aforesaid, issued or to be issued as hereinbefore provided, to the amount of, but not exceeding, twenty-five thousand dollars per mile of the main line and branch railroad of the said party of the first part, authorized by the Congress of the United States, has granted, bargained and sold, transferred, assigned, set over, released, con- veyed and confirmed, and by these presents does grant, bargain and sell, transfer, assign, set over, release, convey and confirm unto the said party of the second part, and to its successor and successors, and its and their assigns, for- ever, all and singular the railroad and telegraph line or Property ' .. . , , ., - ,,-1-1 covered by the lines of the said party of the first part, constructed and now mortgage. being constructed, and to be constructed, viz. : Its main line from a point on Lake Superior, in the State of Wis- consin, at or near the mouth of the Montreal River, which 3.98 NORTHERN PACIFIC RAILROAD. river forms, in part, the boundary between the States of Wisconsin and Michigan, to its terminus at Tacoma, on Puget Sound, in the Territory of Washington, via the Val- ley of the Columbia River; and its branch from some con- venient point on said main line across the Cascade Moun- tains to. Puget Sound ; and all the lands, tenements and hereditaments acquired or appropriated, and which may hereafter be acquired or appropriated, for the purpose of a right of way for said main line and branch, and all the easements and appurtenances thereto belonging or in any- wise appertaining, and all the railways, ways and rights of way, depot grounds, tracks, bridges, viaducts, culverts, fences, and other structures, depots, station houses, engine houses, car houses, freight houses, wood houses, ware- houses, machine shops, water tanks, turn-tables, super- structures, erections and fixtures, whether now held, or hereafter at any time acquired, for the use of said lines of railroad, or in connection therewith, or the business there- of ; also all locomotives, tenders, cars, hand or push cars, and all other rolling stock or equipment, and all rails, ties, fastenings, switches, side tracks and machinery, tools, im- plements, fuel, supplies and materials whatsoever, for, or in respect of, the constructing, operating, maintaining, repairing or replacing said lines of railroad or any part thereof, or necessary or convenient for vise for the purposes thereof, whether now held and owned or hereafter to be acquired by the said party of the first part, together with all the equipments and appurtenances whatsoever there- unto belonging, whether now held or hereafter acquired, and all rights, privileges, immunities and franchises con- nected with, or relating to, said lines of railroad, and line or lines of telegraph, or the construction, operation, maintenance, use or enjoyment thereof, now held or here- after acquired by the said party of the first part; and all corporate and other franchises of any nature relating thereto, including the franchise of the said party of the first part to be a corporation; also all the lands granted by the Congress of the United States to aid in the construction and equipment of the entire of said main line and branch railroad, being twenty-five thousand six hundred acres of land per mile of said main line and branch through MORTGAGES. 399 the Territories of the United States, and twelve thousand eight hundred acres per mile when the line passes through any State, and situate and being in the States of Wiscon- sin, Minnesota and Oregon, and the United States Ter- ritories of Dakota, Montana, Idaho and Washington, with the hereditaments and appurtenances thereto belonging, or in anywise appertaining, except such of said lands as the said party of the first part has sold and disposed of to aid in the construction and equipment of those parts of said main line and branch heretofore con- structed and now being constructed, as hereinbefore mentioned ; and all the estate, right, title,* interest, claim and demand whatsoever which the said party of the first part now has, or may at any time here- after acquire or become entitled to, of, in and to all the lands aforesaid, and also all the indemnity lands, wherever the same may be situated, that shall or may be acquired to supply deficiencies in the quantities of said granted lands, in pursuance of, and in accordance with, the terms and provisions of said grant; subject, however, as to the lands in the State of Minnesota and Territory of Dakota east of the Missouri River, until any default shall occur in some of the provisions of the bonds hereby secured, to the right of the holders of the preferred stock of the said Railroad Company to convert their stock into said lands, and to the application of the proceeds thereof to the extinguishment of such stock, and subject, also, to the provisions and conditions of the said mortgages on the said Missouri and Pend d'Oreille Divisions, as hereinbefore mentioned. Also all the estate, right, title and interest of the said party of the first part in and to the lease of the Western Railroad of Minnesota hereinbefore mentioned, and in and to the railroad, property and appurtenances therein mentioned and described, or intended so to be, which said lease bears date the 1st day of May, 1878, and is recorded in the office of the Secretary of State of the State of Minnesota; also the contract, bearing date the 1st day of August, 1879, for the use, and the perpetual right to the use, of the said branch of the St. Paul, Minneapo- lis and Manitoba Railway Company, with all the rights, privileges, easements, appurtenances, property and rights 400 NORTHERN PACIFIC RAILROAD. of property in and by said contract granted or cove- nanted to the said party of the first part, or intended so to be; also the undivided one-half of all that part of the St. Paul and Duluth Railroad which extends from its junction with the said main line of railroad of the said party of the first part, near Thomson, in the County of Carlton, to Du- luth, in the State of Minnesota, with the appurtenances thereto belonging, and all the rights, privileges, easements, property and rights of property thereto belonging, or used or intended to be used in connection therewith, or for the purposes thereof; and, also, all and singular the lands, premises and real estate situated and being in the City of St. Paul, in the State of Minnesota, and in the said village of Duluth, which the said party of the first part now owns, and which it may hereafter acquire, for use in connection with, or for the purposes of, the said railroads or any of them, or the business of the said party of the first part. Together with all and singular the hereditaments and appurtenances thereto belonging or in anywise apper- taining. To Ham and to Hold the said above described, and hereby granted and conveyed, railroads, lands, premises, property, appurtenances, estates, rights, titles, interests," privileges, immunities and franchises, unto the said party of the second part, as Trustee as aforesaid, and to its successor and successors in the trust hereby created, in fee simple, to the only proper use, benefit and behoof of the said party of the second part, its successor and successors, and its or their assigns, forever. In trust, nevertheless, for the equal pro rata benefit and security of all and every the persons or corporations who may be or become holders of any of the said bonds hereby secured; without any preferenec or priority of one bond over another or others by reason of priority in time of issue or negotiation thereof, or otherwise, and for the uses and purposes hereinafter declared and expressed. And it is hereby granted, declared and agreed that the railroads, lands, premises, real estate, property, appurte- nances, rights, privileges, immunities and franchises hereby MORTGAGES. 401 conveyed or mortgaged are to be had and holden by the said party of the second part, and its successors, upon and for the trusty uses and purposes following, that is to say: Article First. Until default shall be made by the said Railroad Company in the payment of the principal or interest of the said bonds hereby secured, or some of them, or in respect of some act or thing, covenant or agreement, herein required by it to be done, performed or kept, the said Railroad Company shall be suffered and permitted to possess, manage, operate and enjoy the said railroad, and lines of railroad and telegraph, and the appurtenances, and the said lands and other property, and the rights, privileges, immunities and franchises herein- before mentioned, and to take and apply to its own use the tolls, incomes, revenues, proceeds, rents, issues and profits thereof, as if this indenture had not been made; subject, however, to the provisions herein contained in relation to the sales of said lands and the management and appropriation of the proceeds thereof, and in relation to the earnings of said railroad and lines of railroad. And the said granted lands, and all other lands, premises, real estate and property hereby conveyed shall remain the property of the said Railroad Company, sub- ject to this indenture of mortgage for the security of the payment of said bonds. And whenever the said bonds hereby secured shall be fully paid, principal and interest, this indenture shall be discharged by the said party of the second part, or its successor, by appropriate instru- ment or instruments under seal, duly executed and acknowledged. Article Second. In case default shall be made in the Right of entry payment of any of the interest on any of the aforesaid in case of six i -, -i , -i -i . -i months' default. bonds, issued or to be issued, or in any payment required to be made into the sinking fund herein provided, or in any requirement herein contained, to be done or kept by the said Railroad Company, and if any such default shall continue for the period of six months, then, upon re- quisition and indemnity, as hereinafter prescribed in Article Sixteenth, it shall be lawful for the Trustee, 26 402 NORTHERN PACIFIC RAILROAD. personally or by its attorneys or agents, to enter into and upon all and singular the said main line and branch railroad, and the said connecting railroads, with the appurtenances, and all other the property and franchises belonging thereto and hereby conveyed, or meant or intended so to be, and each and every part thereof, and wholly to exclude the said Railroad Com- pany and its agents therefrom; and to have, hold and use the same as the said Railroad Company could or might do if this indenture had not been made; operating by its managers, superintendents, receivers or servants, or other attorneys or agents, the said main line and branch railroad, and the said connecting railroads, and con- ducting the business thereof, and exercising the franchises pertaining thereto; and making, from time to time, all re- pairs and replacements, and such useful alterations, ad- ditions and improvements therein and thereto as may seem to be necessary or judicious; and to collect and re- ceive all toUs, freights, incomes, rents, issues and profits of the same, and of every part thereof; and after deduct- ing the expenses of operating the said main line and branch railroad, and the said connecting railroads, and of conducting the 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 compensation for its own services, to apply the money arising as aforesaid to the payment of the interest on the bonds hereby secured, in the order in which such interest shall have become due, ratably, to the persons entitled to such interest; and if, after paying all interest which shall have become due, a surplus shall remain, such surplus, and the property herein mentioned and included, shall be forthwith paid and returned to the said Railroad Com- pany. sale of railroad, Article Third. In case default shall be made as afore- aix months^ de- sa ^> an< l sna ^ continue as aforesaid, or in case default be fault. made in the payment of any of the principal of said bonds, when the same shall become due, it shall likewise be law- MORTGAGES. 403 ful for the Trustee, or its successor or successors, upon requisition and indemnity, as in said Article Sixteenth prescribed, after entry as aforesaid, or without entry, per- sonally, or by its attorneys or agents, to sell and dispose of all and singular the said main line and branch railroad, and all the estate, right, title and interest of the said Rail- road Company in and to said connecting railroads, with the appurtenances, and all other the property, rights, privileges, immunities and franchises thereto belonging and hereby conveyed, or intended so to be, and also the said lands, premises and real estate in St. Paul and in Duluth, to the highest and best bidder or bidders at public auction, in the City of New York, and at such time as it shall appoint, having first given notice of the place and time of such sale, by advertisement, published not less than three times in each week for six successive weeks in one or more newspapers printed and published in the Cities of Boston, New York and Philadelphia, of general circulation in the business communities of said cities, or to adjourn the said sale from time to time in its discretion, and, if so adjourning, to make the said sale at the time and place to which the same may be so ad- journed; and to make and deliver to the purchaser or purchasers of the said main line and branch railroad, and the said connecting railroads, with the appurtenances, and all other the said property, rights, privileges, im- munities and franchises thereto belonging, and the said lands, premises and real estate in St. Paul and Duluth, good and sufficient deed or deeds thereof, in fee simple; which sale, made as aforesaid, shall be a perpetual bar, both in law and equity, against the said Railroad Com- pany, and all persons claiming or to claim the said de- scribed premises and property, or any part thereof, or any interest therein, by, from, through or under it ; and after deducting from the proceeds of such sale just al- lowances for all expenses thereof, including attorneys' and counsel fees, and all other expenses, advances or liabilities which may have been made or incurred by it in operating or maintaining the said line and lines of railroad, or in managing the business thereof while in possession, and all payments which may have been made by it for 404 NORTHERN PACIFIC RAILROAD. taxes or assessments on said line and lines of railroad, or the appurtenances or other property thereto belonging, or any part thereof, or on said real estate, as well as reason- able compensation for its own services, it shall be lawful for the Trustee, and it shall be its duty, to apply the residue of the money arising from the said sale, first, to the payment of the interest in arrear on the outstanding bonds hereby secured, and, after paying all such interest which shall have become due, next, to the satisfaction of the principal of the aforesaid bonds which shall then- be outstanding and unpaid, whether the same shall have pre- viously become due or not, without discrimination or pre- ference, but ratably to the aggregate amount of such unpaid principal; and if, after satisfaction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said Railroad Company, or to such other party or parties as may be entitled thereto. Right of entry Article Fourth. If default be made, and shall con- of default. tinue, as in said Article Second specified, the Trustee is authorized and empowered, in its discretion, to enter upon, and sell at public auction, to the highest and best bidder or bidders, so much of said lands granted by Congress as aforesaid, and hereby conveyed, to aid in the construc- tion of the said main line and branch railroad, as shall be necessary to pay and satisfy the interest, or to make the payment or contribution to the sinking fund as herein provided, or both, in respect of which such default shall have occurred. Such sale shall be made and notice thereof given as specified and provided in the following article. And it shall be the duty of the Trustee to apply the proceeds of such sale or sales, after deducting the costs and expenses thereof, and all payments which shall have been made for taxes, assessments, charges or prior liens thereon, as well as just compensation for its own services, to the payment of all interest in arrear on any of the said bonds hereby secured, in the order in which such interest shall have become due, ratably, to the persons entitled thereto ; and if, after paying all said inter- est which shall have become due, a surplus shall remain, such surplus shall be paid to the said Railroad Company. MORTGAGES. 405 Article Fifth. In case default shall be made and shall Bateoflaa&Ja . . case of default. continue as m said Article Second specified, or in case default shall be made in the payment of any of the prin- cipal of the said bonds as in said Article Third specified, it shall likewise be lawful for the Trustee, upon requisi- tion and indemnity as in said Article Sixteenth pre- scribed, after entry as aforesaid, or without entry, per- sonally, or by its attorneys or agents, to sell and dispose of, in single sections or subdivisions thereof, all and sin- gular the said lands granted by Congress as aforesaid and hereby conveyed, and the lands to be acquired as in- demnity for deficiencies as aforesaid, or only so much or such parts of said granted and indemnity lands as it shall deem necessary and proper, having a due regard to the interests and rights of all parties, at public auc- tion, to the highest and best bidders, at such place or places within the State or States, Territory or Territories, wherein the said lands shall be situated, as it may designate, after not less than sixty days' notice of said sale or sales, and the time and place thereof, by advertisement published in one or more newspapers printed and published in the Cities of Boston, New York and Philadelphia, and in one or more places in each State or Territory in which the lands to be so sold may be situated ; or to adjourn the sale or sales from time to time in its discretion; and, if so ad- journing, to make said sale or sales at the time and place to which the same may be adjourned; and on receiving full payment for the lands so sold, to make and deliver to the purchaser or purchasers thereof good and sufficient 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 said Railroad Com- pany, and all persons claiming, or to claim, the said prem- ises and property, or any part thereof, by, from, through or under it; and after deducting from the proceeds of such sale or sales just allowances for all expenses thereof, including attorneys' and counsel fees, and all other ex- penses, advances or liabilities which may have been made or incurred by the Trustee in managing said lands while in possession, and all payments which may have been made by the Trustee for taxes or assessments on said 406 NORTHERN PACIFIC RAILROAD. premises, or any part thereof, as well as reasonable com- pensation for its own services, it shall be lawful for the Trustee, and it shall be its duty, to apply the residue of the moneys arising from the said sale or sales of said lands, first, to the payment of the interest in arrear on the out- standing bonds hereby secured, and, after paying all such interest which shall have become due, next, to the satis- faction of the principal of the aforesaid bonds which shall then be outstanding and unpaid, whether the same shall have previously become due or not, without discrimi- nation or preference, but ratably to the aggregate amount of such unpaid principal; and if, after the satisfaction thereof, a surplus of the said proceeds shall remain, to pay over the same to the said Railroad Company, or to such other party or parties as may be entitled thereto. Trustee's re- Article Sixth It is herebv declared that the receipt ceipt discharges ^ purchaser. or receipts of the Trustee shall be a sufficient discharge to the purchaser or purchasers at any sale or sales made by the said Trustee under, or in pursuance of, any or either of said Articles Third, Fourth or Fifth, for his or their purchase money; and that such purchaser or pur- chasers, his or their heirs, executors or administrators, shall not, after payment thereof, and having such receipt, be liable to see to its being applied for or upon the pur- poses and trusts of these presents; or in any manner how- soever be answerable for any loss, misapplication or non- application of such purchase moneys, or any part thereof, or be obliged to inquire into the necessity, expediency or authority of or for any such sale. Trustee may Article Seventh. At any sale or sales of the afore- bondhoiders! * sa ^ nne or nnes f railroad, appurtenances, lands, premises, real estate, chattels real, property, rights, interests and franchises, or of either or any part thereof, whether made by virtue of any power herein granted or by judicial authority, the Trustee may bid for and purchase, or cause to be bid for and pur- chased, the same, for and in behalf of all the holders of the bonds hereby secured and then outstanding, in the proportion of the respective interests of such bondholders, M0BTGAGE8. 407 at a reasonable price, if but a portion thereof be sold, or if all of it be sold at a price not exceeding the whole amount of such bonds outstanding with the interest accrued thereon and the expenses of such sale or sales. Article Eighth. In case default' shall be made in the Principal due payment of any installment of interest on any of the afore- years default of said bonds, when such interest shall become due and pay- able according to the terms of said bonds, or of any coupon thereto annexed, and the payment of the said installment having been duly demanded at the time and place named for the payment thereof, and if such default shall continue for the period of one year, then, and in such case, the principal of all the bonds secured by this instrument shall, at the election of the Trustee, become immediately due and payable, anything in the said bonds or herein con- tained to the contrary notwithstanding. But a majority in interest of the holders of all said bonds that shall be then outstanding may, in writing, or by a vote of a meeting duly held as herein provided, instruct the Trustee, in such case, to declare the said pi'incipal to be due, or to waive the right so to declare, on such terms and conditions as such majority shall deem proper; or may annul or reverse the election of the Trustee ; Pro- vided, that no waiver of, or by, the Trustee or bondholder shall extend to, or be taken to affect, any subsequent de- fault, or impair the rights resulting from such subsequent default. Article Ninth. The Trustee shall, at all times during Trustee's pow the continuance of the trust hereby created, have full changroTpro^ power and authority, to be exercised in its own discretion erty - and not otherwise, to release and convey to any party or parth s who may be designated, in writing, by the said Railroad Company to receive the same, or to release from the lien and operation of these presents in such other manner as the Trustee may deem proper, any por- tion of the premises hereinbefore granted, which may be appurtenant to the said line or lines of railroad, but which in the judgment of the Trustee shall be unnecessary for use in connection therewith, and which shall have been 408 NORTHERN PACIFIC RAILROAD. acquired or held for stations, depots, shops or other build- ings, or for a supply of fuel, gravel or other material ; and also to convey or release, as aforesaid, on like request, any lands not occupied by the track, which may become dis- used by reason of a change of the location of any station house, depot, shop or other building connected with the said line or lines of railroad, and such lands occupied by the track and adjacent to such station house, depot, shop or other building, as the said Railroad Company may deem it expedient to disuse or abandon by reason of such change ; and the Trustee may consent to any changes in the location of the track, or of station houses, depots, shops or other buildings, which in the judgment of the said Railroad Com- pany shall have become expedient, and execute and deliver the instruments necessary or proper to carry the same into effect; but any lands which may be acquired for perma- nent use, in substitution for any so released, shall be con- veyed to the Trustee upon the trusts of these presents ; and the proceeds of any and all lands and premises for which others shall not, within a reasonable time, be required to be substituted, shall be paid over to the Trustee, to be by it applied to the redemption of the bonds hereby secured, or for the sinking fund, in the manner hereinafter pro- vided in regard to the proceeds of the sales of lands. And the said Trustee shall also have full power to allow the said Railroad Company, from time to time, to dispose of, according to its discretion, such portion of the machinery, tools, implements and material, which shall be at any time acquired or held for the use of the said line or lines of railroad, and shaU have become unfit or unnecessary for such use; but any and all new or other machinery, tools, implements and material which may be acquired in substitution for any so released, shall, by virtue and force hereof, become and be, immediately upon the acquisition of the same, subject to the lien and operation of these presents, without any new conveyance or transfer, or other act or proceeding whatsoever; and the proceeds of all sales of machinery, tools, implements r material acquired or held for use on said rail- road, which may not be invested in new or other ma- chinery, tools, implements or material, for use in con- MORTGAGES. 409 nection with the said railroad, shall be paid over to the Trustee, to be by it applied as hereinafter provided in regard to the proceeds of the sales of lands. And the said Railroad Company shall at all times be at liberty, at its discretion, to consent to, and to make, any change, modification or amendment in, or of, the said lease of the Western Railroad of Minnesota, and in, or of, the said contract in respect of the use of the St. Paul, Minne- apolis and Manitoba Railway, or to surrender or annul the same or either thereof, at its pleasure ; and, also, at its discretion, to sell, lease or otherwise dispose of its inter- est in the said St. Paul and Duluth Railroad, and any of the said real estate, or its interest therein, situated in the City of St. Paul and in Duluth, as to it may seem expedient or desirable; but the money, securities or other property it shall receive for, or upon, any such sale, lease or other disposition of any of said property or interest, shall be received and held by it subject to the trusts, and for the purposes, declared, expressed and mentioned in this in- denture, or intended so to be, and shall be paid over, assigned or conveyed to the Trustee, upon its request, for and upon the said purposes and trusts '; and the money so received shall be applied to the redemption of the bonds hereby secured, or for the sinking fund, as is herein provided in respect of the proceeds of the sales of lands. Article Tenth. The said Railroad Company shall at saieof lands. all times be at liberty to contract for the sale of any par- cel or parcels of the said lands granted by Congress, as aforesaid, and conveyed by, and subject to the lien of, these presests, at such prices, approved by the Trustee, and upon such terms as to payment, 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 > r J r J -, Bonds receiv- the bonds aforesaid, the payment whereof is hereby-able for lands, secured, shail be receivable at par and accrued interest with ten per cent, added to the principal, in payment of the purchase price of said lands. Upon the sale or sales of any of said lands, for money, or for bonds and accrued interest as aforesaid, and upon payment of the pro- ceeds of such sale or sales to the Trustee, it, the 410 NORTHERN PACIFIC KAILROAD. Trustee, shall, by deed or deeds executed by it, or its authorized attorney, release the lands so sold from the lien created hereby, so that the purchaser Lands-how or purchasers thereof shall take and hold the same released from r mortgage. f re e from any encumbrance existing by reason of these presents. If any such sale or sales be made on credit, in whole or in part, the purchaser or purchasers may have sales of lands delivered to him or them a duplicate agreement in writing on credit. n for tlie conveyance of the lands so sold to the purchaser or purchasers, his or their heirs or assigns, when payment thereof shall have been made in full, as may in such agree- ment in writing be stipulated and provided for ; and the Trustee shall receive and hold the duplicate originals of all such agreements executed on the part of the purchaser or purchasers, and all moneys paid thereon, and on such purchase or purchases, for the purposes and upon the trusts herein provided in respect of the proceeds of the sales of lands; and upon full payment of the purchase price, the Trustee shall release, in manner aforesaid, the lands so sold and paid for from the lien created and exist- ing by reason of these presents; or, if for any special reason it shall be expedient to accept from the purchaser a bond and mortgage for the amount of the purchase money left unpaid, the Trustee may release, in manner aforesaid, the lands so sold from the lien and encumbrance of these pre- sents, upon receiving the cash portion of the purchase money, and the personal bond of the purchaser for the remainder, conditioned, in double the amount of the un- paid portion of the purchase price, for the payment of the same, in installments or otherwise, within a period of not exceeding five years from the date of such purchase, with interest thereon, payable semi-annually, together with a mortgage on said land to secure the payment of such bond. Money or bonds. AH deferred payments may be made in money and in receivable for de- 1 n ,-, . ,-, , . ,-, , ferred payments bonds, or in either, at the option ot the purchaser. Land Agent. For the purpose of granting and releasing from the lien of these presents such of said granted or indemnity lands and premises as shall or may be sold in conformity with this article, the Trustee may act, and it is hereby author- ized and empowered to act, by agent or attorney; and all MORTGAGES. 411 instruments executed and acts done by the agent or attor- ney of the Trustee, duly appointed for that purpose, in respect of the conveyance or release of lands which shall be sold in conformity with this article, shall be as valid and effectual, to all intents and purposes, if the same be within the scope of the authority of such agent or attorney, as if the same were executed by the Trustee itself; and every such appointment or power of attorney may be re- voked by the Trustee at its 'pleasure, at any time before the execution of the authority therein granted, and the Trustee may remove at pleasure any agent or attorney by it appointed. The Trustee is, and shall be, authorized to allow reason- Compensation able compensation to any agents or attorneys appointed by it as aforesaid, and to such agents, clerks and assist- ants as it may deem necessary to employ, and to such agents, clerks and assistants as it may deem necessary or proper for the said Railroad Company to employ, in regard to the management, settlement and sale of said lands, and the preparation of contracts therefor and conveyances thereof; and the Trustee may, from time to time, allow to be deducted out of the proceeds of the sales of said lands an amount sufficient to defray such expenses, if in its judgment such expenses be reasonable and proper, and in just proportion to the benefit derived by this trust from sales of the said lands: Provided always, that the hold- ers of the bonds hereby secured, or the Trustee, shall not, in any manner whatever, become or be liable or re- sponsible for, or in respect of, any such expenses or any other expenses attending the execution of the trust hereby created. land sales how Article Eleventh. All moneys arising from the sale proceeds of or sales of the said lands made under authority of the last appiu^d. preceding article, in whatsoever manner such sale or sales shall be made, after deducting the expenses of executing this trust in respect thereof, and of the management, set- tlement and sale of said lands, are hereby inviolably pledged to the payment of the interest on the said bonds and the redemption and payment of the principal thereof; and the Trustee shall apply all said moneys, first, to the 412 NORTHERN PACIFIC RAILROAD. payment of any interest which may be due upon said bonds hereby secured, and that shall be then outstanding, in such cases, and only so far, as the net earnings of the said railroad, applicable to the payment of interest, shall not be sufficient to meet any semi-annual installment of interest as it becomes due; and, secondly, to the redemp- tion of the principal of said bonds, in the manner and at the times hereinafter provided. Until the first day of January, A. D. one thousand eight hundred and eighty-six, whenever, and as often as, the said moneys, with the accumulated interest thereon, amount, after payment of all arrears of interest on said bonds, to the sum of twenty-five thousand dollars, the Trustee shall, or to any less sum, the Trustee, in its discretion, may, apply the same to the redemption of such, and so many, of the said bonds hereby secured, as the same will suffice to purchase, at their current market price, not ex- ceeding, however, the par of the principal of said bonds, and the accrued interest thereon, with ten per cent, added to the principal; and if said bonds cannot be pur- chased for that price, the Trustee shall designate by lot, Designation ot and call in for redemption, such, and so many, of the said bonds to be re- . d deemed. bonds as shall be outstanding and hereby secured, as said moneys will suffice to pay for and redeem at par and the accrued interest, with ten per cent, added to the princi- pal, in United States gold coin; and shall forthwith give notice of such designation, and caU in the bonds so de- signated, by advertisement in one or more newspapers printed and published in the Cities of Boston, New York and Philadelphia, and of general circulation in the busi- ness communities of said cities, twice in each week, for at least six successive weeks, and until the date of the next ensuing payment of semi-annual interest on said bonds; and on presentation and delivery to the Trustee of the bonds so called in, with all unpaid coupons for in- terest thereto belonging, the Trustee shall apply the said moneys to the redemption thereof, at the rate last afore- said. And all future interest on any of the bonds so de- signated, which shall not be presented and delivered to the Trustee on or before the day limited therefor in said advertisement, shall cease from and after that day, MORTGAGES. 413 and the coupons representing such future interest shall thenceforth, and forever thereafter, be void, and of no force or effect, and the said party of the first part shall not be liable for any of said future interest. From, and at all times after, tho first day of January, ( J^ c l] n l a ^ t A. D. one thousand eight hundred and eighty-six, the lands to be paid . into sinking fund net proceeds of the sales of said lands, not required for the payment of interest, shall be forthwith paid into the sinking fund hereinafter provided. All of the said bonds hereby secured, which shall be cancellation of purchased or redeemed, as aforesaid, by or with the said net proceeds of the sales of lands, and all of the said bonds which shall be received in payment for lands, as provided in the last preceding article, shall, as soon as the same shall be received by the Trustee, be conspicu- ously and indelibly stamped on their face as " Received for the sinking fund, and no longer negotiable or trans- ferable," and the date of their receipt by the Trustee shall also be plainly noted thereon; and the coupons thereto belonging shall be defaced or canceled by per- forations or punctures through the name of the Treas- urer; and the same shall be held by the Trustee for the sinking fund, until the first day of January, A. D. one thousand eight hundred and eighty-six; and. from and after that day all such bonds shall be turned over to and held as part of the sinking fund in the next article pro- vided, and on the first day of January, A. D. one thous- and eight hundred and eighty-six, all moneys then in the hands of the Trustee, which shall have arisen from the sales of lands, shall be paid over and turned into said sinking fund. Article Twelfth. A sinking fund shall be created and sinking fund, maintained for the payment or redemption of the bonds hereby secured, at or before their maturity, which shall be accumulative, and shall commence five years after the date of said bonds. It shall consist of, and be main- tained by, a payment each year, after the year eighteen hundred and eighty-five, of an amount in money or bonds equal to one per centum upon the aggregate of the principal of all the said bonds that shall have been 414 NORTHERN PACIFIC RAILROAD. issued and negotiated under, and secured by, these pres- ents, with the accumulations of interest thereon as herein provided; which amount of one per centum shall be paid by the said Railroad Company to the Trustee, in equal semi-annual installments, namely, on the first days of July and January in each year, the first of said installments to be paid on the first day of July, A. D. one thousand eight hundred and eighty-six. How to be in- The moneys paid or coming into the sinking fund , shall be deposited by the Trustee in some safe de- pository in the City of New York, on interest to be paid and accumulated as capital semi-annually ; and the said moneys, together with all accumulations of interest thereon, shall be invested from time to time by the Trustee in the said bonds hereby secured, by the pur- chase thereof at their current market price, not exceed- ing, however, par and accrued interest, with ten per cent, added to the principal. And if said bonds cannot be Designation of purchased for that price, the Trustee shall designate by ohaseVfor^nk- lot, and shall give notice of such designation, and call in mg fund. or ^ ie gijjkijjg f U nd, by advertisement, in the same man- ner, and for the same time, as is provided in the last pre- ceding article in respect of the disposition of the net proceeds of the sales of lands, such, and so many, of the said bonds hereby secured, as said last mentioned moneys and accumulations will suffice to pay for and retire, at a rate equal to the par of the principal thereof, with the ac- crued interest thereon, and ten per cent, added to the principal, in United States gold coin; and on presentation and delivery to the Trustee of the bonds so called in, with all unpaid coupons for interest thereto belonging, the Trustee shall apply the said moneys and accumulations to the payment therefor, at the rate last aforesaid. And all future interest on any of the bonds so designated, which shall not be presented and delivered to the Trustee on or before the day limited therefor in said advertisement, shall cease from and after that day, and the coupons rep- resenting such future interest shall thenceforth and for- ever thereafter be void, and of no force or effect, and the said party of the first part shall not be liable for any of said future interest. MORTGAGES. 415 All bonds which shall be acquired by means of the cancellation ... , . i p i i n f coupons on moneys from time . to time in the sinking rand, snail, as bonds acquired soon as received by the Trustee, be by it stamped, and 0I the date of their receipt shall be noted thereon, and all coupons for interest thereto belonging shall be canceled, in the same manner as is hereinbefore provided in respect of bonds received in payment for lands, or purchased or redeemed by the proceeds of the sales of land. It is expressly understood, declared and agreed, that no order of re- registered bond secured hereby shall be subject to com- emp 1C pulsory redemption, or to be called in for the sinking fund, while any of the coupon bonds secured hereby shall be outstanding, and not designated and called in for re- demption or for the sinking fund, as herein provided. All of said bonds which shall come into, or be received Bonds acquired for, the sinking fund, whether the same shall have been to r rema\n g vaiid. purchased or redeemed by or with the proceeds of the sales of lands, or received in payment for lands, or pur- chased or called in for the sinking fund as hereinbefore provided, shall remain in force as valid obligations, as an investment of and for the sinking fund, but for no other purpose; and the semi-annual interest thereon, as the same shall mature after the first day of January, A. D. one thousand eight hundred and eighty-six, shall continue to be paid to the Trustee by the said party of the first part, in the same manner and at the same times as such pay- ments of interest would be made if the said bonds were held and owned by any other corporation or person; and the amount of said interest shall be added to, and de- posited and applied as a part of, the sinking fund, in the manner, and with the limitations, hereinbefore provided in respect of the depositing and investing of other moneys paid or coming into the sinking fund, and the accumula- tions thereof. Provided, however, and it is understood and agreed, that the moneys arising from the proceeds of the sales of said lands, and paid into the sinking fund, on, and from time to time after, the 1st day of January, A. D. 188G; and the principal of all said bonds that shall have been purchased or redeemed by means of such proceeds, previously to the 1st day of January, A. D. 1886, and then turned over to the sinking fund; and the principal of all 416 NORTHERN PACIFIC RAILROAD. said bonds that shall be received in payment for said lands and turned over to the sinking fund on the 1st day of January, A. D. 1886, and from time to time there- after, reckoning and computing all said bonds at par and ten per cent, added thereto, shall be deemed to be, and shall be treated and considered as, a payment of so much of the semi-annual installments, both of the interest on the said bonds which shall be held in or by the sinking fund, and of the said one per centum upon the aggregate of the principal of the said bonds issued under, and secured by, these presents, required to be paid in each year after the year eighteen hundred and eighty-five, by the said Railroad Company into or for the sinking fund as afore- said, and shall relieve and discharge the said surplus earnings of the said railroad, and the said Railroad Com- pany, from such payment or payments, to the extent of the aggregate amount of the said moneys so paid, from time to time, and one hundred and ten per centum upon the principal of all said bonds so turned over, from time to time, into the sinking fund, and for such length of time as the same will suffice to pay the said semi-annual in- stallments of interest and of the said one per centum per year. Final disposi- When all the said bonds^secured by these presents shall tumi anT can^ nave been either received in payment for lands, or re- ceiiation of bonds (j eenie( j } or designated for redemption, by means of the net proceeds of the sales of lands, or called in or acquired for the sinking fund, as hereinbefore provided, no further payment or payments into or for the sinking fund shall be required to be made by the said Railroad Com- pany; and the Trustee may and shall allow all subsequent receipts from the sales of any of said lands to be received and appropriated by the said Railroad Company at its pleasure, as if this mortgage or deed of trust had not been executed. And all of said bonds that shall have been acquired and held for the .sinking fund shall be canceled by the Trustee and delivered to the said Railroad Company, with the coupons thereto belonging; and the Trustee shall also pay over and deliver to the said Railroad Company all moneys and securities for money then in or belonging to the sinking fund, but not without making MORTGAGES. 417 ample provision or taking adequate security for the pay- ment of the principal, at or before maturity, of any of the said bonds that shall have been called in for redemp- tion or for the sinking fund, as herein provided, and shall not have been presented and delivered in pursuance of such call. Aeticle Thirteenth. The bonds hereby secured, or in- Delivery of bonds tended so to be, shall, as soon as may be, and as fast as the same may be required to be negotiated, be delivered to the Trustee by the said Railroad Company, and the Trustee shall safely and securely keep the same until they shall be redelivered to the said Railroad Company as hereinafter provided that is to say : The said bonds, being first certified by the Trustee, shall, with the coupons thereto belonging, by it be redelivered to the said Rail- road Company, from time to time, at the rate of twenty- five thousand dollars of the principal of said bonds for each and every mile of the said main line and branch railroad, or either of them, that has been, and that shall be, from time to time hereafter, completed, and accepted or approved by the President of the United States, pur- suant to the provisions of Section 4 of the said Act of Congress, approved July 2d, 1864. But said bonds shall only be redelivered to the said Railroad Company upon the written order or demand of its President, accompanied by the certificate of the Chief Engineer of the said Rail- road Company, that so much, and such part or parts, of the said main line and branch railroad, or of either of them, as said bonds are or may be demanded in respect of, has or have been, or shall have been, completed, and accepted or approved by the President of the United States, stating therein the points or places from and to which the said part or parts of the said railroad has or have been, or shall have been, so completed, and accepted or approved, and the precise length thereof in miles; which certificate shall be conclusive, and the only evidence to the Trustee, of the right of the said Railroad Company to have redelivered to it said bonds, at the rate aforesaid, for each mile of said main line and branch railroad, or of either of them, now, and that shall from time to time hereafter 27 418 NORTHERN PACIFIC RAILROAD. be, completed, and accepted or approved as aforesaid. Application of And the said Railroad Company hereby covenants and of bonds. * ' agrees that the entire of the proceeds of the sales of the said bonds hereby secured shall and will be faithfully and exclusively applied to the building, constructing, com- pleting and equipping of the said main line and branch railroad, and to the payment of interest on the said bonds to be issued under and secured by these presents; and that the same, or any part thereof, shall not be used, applied or appropriated for or to any other purpose, use or object, in anymanner whatsoever. Missouri and Article Fourteenth. Whereas, prior to the execution Divi8ion d iK)ifds! e ^ ^his indenture there has been received and canceled of the bonds issued to aid in the construction of the said Missouri and Pend d'Oreille Divisions of the said main line of railroad as hereinbefore recited, the amount of five hundred and nineteen thousand seven hundred dol- lars of the principal thereof, with all the interest coupons thereto belonging, and there remains at this time now outstanding the amount of six millions four hundred and eighty thousand three hundred dollars of the principal thereof, besides the interest thereon; now, in order to provide against the lessening or impairing of the security of this mortgage, and in order to provide for the extin- guishment and retiring of the said bonds of the Missouri and Pend d'Oreille Divisions, now outstanding as afore- said, it is hereby declared and agreed, that of the issue of the said bonds secured, and to be secured, by these pres- ents, there shall be reserved in the hands and custody of the Trustee, unissued and unnegotiated, out of the bonds, the issue of which is to be based upon the Missouri and Pend d'Oreille Divisions, twelve thousand dollars on each accepted mile of the Missouri Division, and twenty thous- and dollars of said bonds on each accepted mile of the Pend d'Oreille Division, until the maximum of six millions four hundred and eighty-one thousand dollars of said reserved bonds shall have been reached. And whenever, at any time after the date of these presents, any of the said bonds issued under, and secured by, either of the said division mortgages, shall be taken up by, or for, any MORTGAGES. sinking fund provided for the redemption thereof, or by the proceeds of the sales of lands applicable thereto, or shall be received in payment for any of said lands, the same shall be stamped and canceled, as provided in the said division mortgages, and a corresponding amount of the said bonds secured by these presents, and reserved in the hands and custody of the Trustee, unissued and un- negotiated as aforesaid, shall be canceled, with all cou- pons for interest thereto belonging; and no issue of any bond or bonds shall ever be made to take the place of the said canceled bonds, or any of them. Any of the said outstanding bonds secured by either of the said division mortgages, which shall not have been taken up or received as aforesaid, shall be exchangeable for a corresponding' amount of the said reserved bonds, hereby secured, upon the written order of the Treasurer of the said Railroad Company, but not otherwise, and at such reasonable rate of exchange as its Board of Directors shall, by resolu- tion, from time to time, agree upon and direct; and the Trustee, on making such exchange, shall cut off and cancel all coupons for the matured interest on the said reserved bonds so given, or to be given, in exchange, and at the same time cancel the said division bonds received in ex- change, with all the unpaid coupons for interest thereto belonging. And the Trustee shall deliver to the said Railroad Company all of the said bonds secured by the said division mortgages, or either of them, with the coupons for interest thereto belonging, which shall have been received and canceled as aforesaid, and also the can- celed coupons, if any, of the bonds issued in exchange therefor as herein provided. And if, at the maturity of the said Missouri Division bonds, or at the maturity of the said Pend d'Oreille Division bonds, any of them shall re- main, or be, outstanding, and unpaid or unredeemed, the Trustee shall sell the said reserved bonds secured by these presents, remaining in its hands, or so much or so many thereof as may be requisite, at and for the best price it can obtain therefor in lawful money, and by and with the proceeds of said sale shall pay in full all said then outstanding bonds of the said Missouri and Pend d'Oreille Divisions; and the Trustee shall thereupon can- 419 420 NORTHERN PACIFIC RAILROAD. eel the same, and also all the said reserved bonds remain- ing unsold or undisposed of, if any, with the coupons for interest thereto belonging, and shall deliver all said can- celed bonds and coupons, and the surplus of the proceeds of said sale, if any there shall be, to the said Railroad Company. Record of land Article Fifteenth. The said Railroad Company shall at all times keep at its office in the City of New York a record of all the sales of the said lands hereby conveyed, and of the prices, sums and amounts paid and received there- for, and the manner and kind of payments, and if any such payments be made in bonds and coupons, the numbers, de- nominations and amounts thereof; which record shall, at all reasonable hours, be open to the inspection of the Trustee, with a right to a copy thereof on request. And the Trustee shall furnish to the said Railroad Company semi-annually, to wit, in the months of July and January in each year, a statement of the lands which shall have been released by it from the lien of these presents during the six months next preceding the month in which such statement shall be furnished, and of the amount and kind, whether in money, or bonds and coupons, of the purchase price it shall have received thereon, and of the disposition it shall have made of the same; and also a statement of the numbers, denominations and amounts of all bonds redeemed and designated for redemption, by means of the moneys received on the sales of lands; and also a statement of the bonds acquired or purchased, and those called in for redemption and for the sinking fund; which statement shall embrace the transactions of the preceding six months. Registry of ^ n ^ ^ ne sa ^ Railroad Company shall keep at its said bondholders. fg ce an appropriate book for the transfer of said regis- tered bonds; and also another book to be designated the "Register of General First Mortgage Bondholders," in which every holder of coupon bonds secured hereby shall be entitled to have entered his name and address, with the number and denomination of any of said bonds held by him, upon presenting at the said office a written state- ment of the said particulars, signed by himself, and, if MORTGAGES. 421 required, duly verifying his right thereto by the pro- duction and exhibition of the bonds or by the written order of the person last registered as the owner thereof; and such registry shall be evidence of the right of the person so registered to vote as a bondholder, or to do any other act which by these presents a bondholder is de- clared, or may be, entitled to do, in respect of the bonds so registered, and shall entitle him to notice by mail to his said registered address of the designation and calling in for redemption or for the sinking fund of any of his bonds so registered, should the same have been so desig- nated as provided in Article Eleventh or Twelfth of these presents. The Trustees shall have free access at all reasonable hours to said Register of Bondholders, and shall, from to time, on its request, be furnished with a copy thereof, or of all alterations or additions that may from time to time have been made therein or thereto. Article Sixteenth. In case default shall be made in i n case of de- the payment of any semi-annual installment of interest s u m0 nths. nu on any of the said bonds, and if such interest shall remain unpaid and in arrear for the period of six months, or in case default shall be made in respect of any payment required to be made into the sinking fund as herein provided, or in respect of any require- ment, covenant or agreement herein contained, on the part of the said Bailroad Company to be ob- served, done, kept or performed, and if any such default shall continue for the period of six months, or in case default should be made in the payment of the principal of said bonds, then, and in either or any or every such case, it shall be the duty of the Trustee, upon a requisition in writing, signed by the holders of not less than one-quarter in amount of the said bonds then outstanding, and upon adequate security and indemnity against all costs, expenses and liabilities to be by the Trustee incurred, to proceed to enforce the rights of the bondholders under these presents, either by the ex- ercise of the powers granted by Articles Second, Third, Fourth and Fifth of this instrument, or any of said powers, or by a suit or suits in equity or at law, in aid of the ex- 422 NORTHERN PACIFIC RAILROAD. edition of such powers or otherwise, as the Trustee, being advised by counsel learned in the law, shall deem most effectual to enforce such rights; subject to the power, here- by declared, of a majority in interest of the holders of said bonds that shall be then outstanding, in writing, or by a vote of a meeting duly held, to instruct the Trustee to waive any such default, or, upon adequate security and indemnity as aforesaid, to enforce the rights of the bond- holders by reason thereof ; Provided, that no action of the Trustee or of the bondholders, in waiving a default, shall extend to, or be taken to apply to, or affect, any sub- sequent default, or impair the rights of the Trustee or of the bondholders resulting from such subsequent default. It being understood, and it is hereby expressly de- clared, that the rights of entry and sale hereinbefore granted are intended as cumulative remedies, addi- tional to all other remedies allowed by law, and that the same shall not be deemed, in any manner what- soever, to deprive the Trustee, or the beneficiaries under this trust, of any legal or equitable remedy by judi- cial proceedings, consistent with the provisions of these presents, according to the true intent and meaning thereof; Provided always, and it is hereby expressly declared and agreed, that no holder or holders of a bond or of any bonds secured hereby shall have the right to institute any suit, action or proceeding, in equity or at law, for the fore- closure of this indenture, or for the execution of the trusts thereof, or for the appointment of a receiver, or any other action, suit or remedy hereunder, or under or upon any bond or coupon for interest hereby secured, without first giving notice in writing to the Trustee of default having occurred and continued, as in this article afore- said, and requesting the Trustee, and affording it a reasonable opportunity, to institute such action, suit or proceeding in its own name, or to proceed to exer- cise the powers hereinbefore granted, and also offer- ing to it adequate security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby; and such notification, request and offer of indem- nity are hereby declared to be conditions precedent to any suit or action, or right of suit or action, for the fore- MORTGAGES. 423 closure, or for the execution of the trusts of this inden- ture, or for the appointment of a receiver, and to any other action, suit or remedy hereunder, or under or upon any bond or coupon for interest hereby secured. And it is hereby provided, declared and agreed that in case any sale shall be made of the said railroads, chattels real, inter- ests, estates, appurtenances, fixtures, equipments, property, lands, rights, privileges, immunities or franchises, either by the exercise of the powers granted in Article Third or Article Fifth of this instrument, or pursuant to, or under, a decree or judgment of a court of competent jurisdiction, the purchaser or purchasers at said sale or sales shall be entitled, in making settlement for, and payment of, the purchase money, to deliver to the Trustee, or, in case of a judicial sale, to the person or persons legally appointed and qualified to receive the payment of such purchase money, and to turn in and use, any of the bonds or coupons secured by these presents, held by the said pur- chaser or purchasers, in or towards the payment of said purchase money; reckoning and computing said bonds or coupons at a sum equal to, and not exceeding, that which shall be payable, out of the net proceeds of said sale, to the purchaser or purchasers, as the holder or holders of said bonds or coupons, for his or their just share and pro- portion, in that character, of said net proceeds, upon a due accounting concerning, and apportionment and dis- tribution of, the said net proceeds. Akticle Seventeenth. It is understood and mutually "Trustee "de- agreed by and between the parties hereto, that the word &ued ' " Trustee," when and as used in these presents, except where some other is plainly referred to, is intended to refer to and describe, and shall be construed to mean, the corporation or corporations, or the person or persons, which or who, for the time being, shall be charged with the execution of the trusts of these presents, whether the same be the said party of the second part or any succes- sor or successors in said trust. It is further mutually agreed by and between the Trustee not said parties hereto, as a condition on which the party of hable ' the second part has assented and does assent to these pres- 424 NORTHERN PACIFIC RAILROAD. ents, that the Trustee shall not, in any manner, be respon- sible or liable for any act, default or misconduct of any agent or agents by it employed; nor shall it be answerable, under any circumstances, except for its own OompeMfttion willful default or misconduct; that the Trustee shall be entitled to just compensation for all services which it may . hereafter render in said trust, to be paid from the trust funds which may come into its hands; and that the Trus- tee may resign and be discharged of the trusts hereby created, by notice in writing to the said Railroad Com- pany, three months before such resignation shall take effect, or such shorter time as the said Railroad Company shall accept as adequate notice. Removal of It is further declared and agreed that the Trustee may be removed by a majority in interest of the holders of all said bonds hereby secured and then outstanding, by instru- ment or instruments in writing, under their hands and seals, or by a vote of a meeting duly called and held as herein provided. New Trustee In case of the resignation or removal of the Trustee, a ap 01 successor shall be appointed by the majority in interest of the holders of all said bonds hereby secured and then out- standing, by instrument or instruments in writing under their hands and seals, or by a vote of a meeting as afore- said; and until an appointment be so made, the President of the said Railroad Company, with the written approval and consent of the holders of outstanding bonds secured hereby, to the aggregate amount of two millions of dollars, may appoint a Trustee to fill such vacancy for the time being ; and in such case, and also in case of an appoint- ment by a majority in interest of the bondholders as aforesaid, the new Trustee or successor so appointed shall thereupon become, and be, vested with all the powers, authorities, estates, rights, titles and interests granted or conveyed to, or conferred upon, the said party of the second part by these presents, and all the rights, powers, authorities and interests requisite to enable such new Trustee or successor to execute, perform and fulfill the powers, duties and purposes of this trust, by force of these presents, without any further assurance or conveyance, so far as such effect may be lawful; nevertheless the Trustee MORTGAGES. 425 bondholders. resigning or being removed shall immediately execute all such conveyances, assurances and other instruments as may be fit and expedient for the purpose of assuring the legal estate in the premises to the new Trustee or succes- sor so appointed. In case of a vacancy being temporarily filled by appoint- Temporary ment by the President of the said Railroad Company, c hMg S e oft - under the foregoing provision in that behalf, it shall be competent for any Court of equitable powers, having juris- diction in the premises, upon the application of any of the bondholders, upon due notice to the said Railroad Company, and for cause to be shown, to annul such appointment, and appoint a Trustee in place of the Trus- tee so appointed, to hold the trust for the like term as such Trustee would hold the same under the President's appointment, but no longer. And it is further declared and agreed that whenever, Meeting! of and as often as, any contingency shall arise, in which a meeting of the bondholders shall be necessary or expedi- ent, it shall be the duty of the Trustee, or of the President of the said Railroad Company, on the written request of the holders of not less, in the aggregate, than one-fifth in amount of said bonds then outstanding, and stating there- in the purpose thereof, to call a meeting of the holders of all the then outstanding bonds secured hereby, to be held in the City of New York, by advertisement to be published daily for at least six successive weeks, in two newspapers printed and published in said city, and of good circula- tion in the business community thereof ; and in default of such meeting being called by the Trustee, or by the President of the said Railroad Company, within thirty days after request as aforesaid, it shall be competent for the holders of one-fifth in amount of said bonds then out- standing, in the aggregate, to call such meeting in the manner aforesaid. And at any such meeting, so called, the bondholders shall be competent to exercise, in person or by proxy, all the powers and authorities conferred upon them by these presents; Provided, that a majority in inter- Quorum, est of the outstanding bonds, in person or by proxy, shall be required, to constitute a quorum at any such meeting; and provided, further, that any vote of such meeting affecting How called. 426 NORTHERN PACIFIC RAILROAD. or intended to affect any person or corporation, includ- of votes nticati n * n & ^ ae P ar ^ es hereto, or their successors, may, by such person or corporation to be affected, be required to be authenticated under the hands and seals of the persons so voting. Application of Article Eighteenth. It is understood and agreed proceedsofsaleof ' - lands east of the that, until default shall occur in any of the provisions of the bonds hereby secured, the cash accumulations in the treasury of the said Railroad Company, arising from the sales of lands east of the Missouri River in Minnesota and Dakota, shall be applied solely to the extinguishment of the outstanding preferred stock, in accordance with the provisions of the said plan of reorganization, by the purchase thereof in open market; but if the same cannot be purchased in open market at a reasonable price, not exceeding at any time the par value thereof, the said Railroad Company shall invite proposals for the sale or surrender of such stock by advertisement, to be pub- lished in such newspaper or newspapers, and for such reasonable time, as the Board of Directors of the said Railroad Company shall determine; and in case none of said stock is offered at a reasonable price, not exceeding par, within the time limited by the advertisement, the amount of said accumulations shall be invested by the said Railroad Company in the purchase and cancellation of outstanding bonds hereby secured, at a price not ex- ceeding par and the accrued interest, with ten per cent, added to the principal; or, at the option of the said Rail- road Company, and also in case said bonds cannot be purchased in open market at the said limit of price, the said accumulations shall be paid to the Trustee, to be held for or in the sinking fund, as provided in the case of money received from the sales of other lands; and the same shall apply to the payment, in anticipation or other- wise, of so much of the semi-annual installments of inter- est and of the said one per centum required to be paid into, or for, the sinking fund by the said Railroad Com- pany, as hereinbefore provided. Dividends on And it is further understood and agreed that no divi- common stock.' dend shall at any time be made upon either the pre- MORTGAGES. 427 ferred or the common stock, until the funds shall have been provided, so far as necessary, out of the earnings of the said main line and branch railroad, to pay the cur- rent interest on all the bonds issued and negotiated and hereby secured, and also the accruing installments of interest and of said one per centum required to be paid into the sinking fund, as hereinbefore and in the plan of reorganization provided. Article Nineteenth. It is further hereby mutually Expenses of agreed by and between the parties hereto, that all the to be defrayed, expenses of executing the trusts hereby created shall be paid out of the trust funds realized from the sales of the said granted lands hereby conveyed; but if at any time such sales shall not yield in money a sum sufficint to meet the necessary current expenses incurred in execut- ing said trusts, then, and in that case, and as often as it shall occur, the Trustee shall be authorized to make re- quisition on the said Railroad Company for an advance of such sum or sums of money as may be necessary, in addition to , 236, 261 Bellows, James ... 159 Belmont, August 261 Berdell, Robert H 56,57 Bethlehem Iron Company 140 BlUlngS, Frederick.. .60. 72. 75. 8; 106, 108, 109. 126, 127, 138, 144. [151, 168, 174. 198, 226, 236, 261 Billings Vignette 131 Bischoffheim and Goldschmidt . . -. 72 Bismarck 107, 125. 243 Bridge 185, 194, 203 " Crossing 162 Episcopal Church 162 Hotel 140 Prince 107 sale of land in 267 townsite opposite 161 Transfer Boat 159, 164 "Tribune" 142 Black, Jeremiah S . 207 " Samuel A 143, 144, 151, 165 Blackfeet Indian Reservation 191 Blinn. Marshall , 112 Blood Indian Reservation 191 Bly A' Thompson ' 245 Bly. E. H 182, 238. 248 Board of Commissioners. Organization and Proceedings of. ...41-45 Board of Directors. Proceedings of 46-268 Board to proceed to Pacific Coast 94 Bonds, Agents 242 for Duluth Warehouse 123, 134 " fidelity, from employees 154. 233 First Mortgage, issue of to holders of preferred stock 57 proposed amendment of Charter as to 57 " issue of Certificates to he afterwards converted into. etc. . . .58 receivable in payment for lands at 110 70 ' issue of, to certain parties 72 arrangement with Fiscal Agents as to 72 " sold in Europe, where coupons on to be paid 72 First Mortgage. Land Grant, issue of 74. 76 " account of amount sold, etc., required 82 " sold in Europe receivable for lands 83 " additional commission on. allowed to Fiscal Agents 89 " assignment of, as collateral '. 95 " modification of arrangement with Fiscal Agents as to 106 ' interest on, to be six per cent, in future 108 issue of six per cent., authorized 110 INDEX. V PAGE. Bonds, six per cent., issue of 113 ' " resolution as to issue of. rescinded 116 " " " " to be destroyed 122 ' plan for funding interest on 117 " " " " "amended 121 " " " " " "repealed 122 " funding interest in H~ " to be sold to raise money for Land Department 118 " in hands of Fidelity Insurance, etc.. Company, disposition of, 119 " funding interest in, suspended 122 " arrangement with holders of. as collateral 126 " issue of stock for 1 32 " for Puyallup Brandt and Kalama to Portland Sections 134 " lost, re-issue of 13< Missouri Division, issue of 155 " money from land sales to lie applied in redeeming 155 " verification and issue of 156 " issue of. to subscribers to preferred stock 157 issue of. where subscriptions uncompleted 157 notice to stockholders concerning 159 " Missouri Division, validity of 161 n circular as to. amended 162 < interest on payments on account of . .163 < ' reduction of amount of ...164 close of subscriptions to 164 " " surplus subscriptions returned 168 " " installments called for 165 " Pend d'Oreille Division, scheme for 166 " " " subscription closed 171 " " " " separate deposit ordered 171 " " " " assignments authorized 171 " << " purchasers to receive certificates. . 176 Missouri Division " M " ...176 " Pend d'Oreille Division, call on 183 " " " " remainder to be sold at 90 186 " " " " remainder to be sold 188 " to be issued for completion of road (financial scheme) 200 " arrangement with Syndicate of Bankers as to issue of 201 " President authorized to place 202 " issue of. defined 205 " credit in payment for 208 " compensation for handling 208 compensation for handling sinking fund for 209 " destruction of 24"- 253 " exchange of. for preferred stock 263 " Paul Schulze's ..'. 263 " to Post-office 134 " Secretary's * 6 Transportation 134. 137 VI INDEX. PAGE. Bonds. Treasurer's 46, 84. 130 Bondholders. Holland, conference with 135 Boston, proposition to parties in 52, 53 Boughten. Charles 59 Bowen. John 163 Bozeman. gift of land in 265 Brainerd. appropriation for house for Engineers at 66 " so named 67 appropriation for Hotel at 77 meeting of Board at 79 appropriation for shops and machinery at 84 ' Treasurer's Office removed to 121 " special Committee on shops, round houses and offices at.208 " purchase of premises in 212 " subject of shops and round houses referred to Vice-Pres . 24.'5 " purchase of land fur hospital at 268 Branches 226. 230. 244. 250. 264 Bridging 112 Briggs, George ' 47. 48. 54, 56. 59 Breckenridge, railroad from, through Casselton 169 Buckley, J. M 267 Bullitt, John C 206, 236. 261 Bullitt's Claim 272 By-laws 34-40 adopted 48 amended. .55. 75. 92. 106. 131. 149. 197. 198. 199. 210. 227. 241 Calls on subscribers to capital stock 47 Campbell, Robert J 159 Canadian Pacific Railroad 77. 91 " " Pembina Branch 151 Cm ida 71 Cantield, Thomas II 56. 57. 60. 1 18 Capital Stock, calls on subscribers to 47 Carbon Hill Coal Company 238. 241 " mines 182 " river coal lands 182 Carey, L. N 248 Cascade Branch 111. 164. 168. 180 Cass, George W..56. 60. 95. 97, 106, 124, 127. 130. 134. 135, 138. 144. [151, 154. 163 Cass, S. Kennedy 117 Casselton Branch 172, 173, 188. 189, 190, 207. 229, 244 " Railroad through from Breckenridge 169 Catlin, Albert G 106.118 Cavenaugh, William L 59 Central Trust Company 208, 240, 241. 274, 276 " " ' Mortgage to (General First) 387-431 Certificates, funding interest in , , .116 INDEX. Vll PAGE. Certificates. Issue of. . . 58 ' of Indebtedness authorized 57 Rails 65. 158, 159, 169, 171 Railway Commissioner of United States 217 Raymond, J. W : 144 Receipts and Expenditures 54 Receiver appointed to wliole of Company's Property 124 " Deed to 125 Red River Crossing 79 Reduction of Number of Employees 124 Reed, Philander 46, 48, 59 Reorganization, Plan of 285-298 " Expense of 148 Retrenchment * 96 Rice, R. J) 55, 60, 73, 106, 126, 269 Rice's Point, Purchase of Lots on 196 Richardson, George E 55, 56 Riley, Cornelius 247 "Ritz, Philip 162 Roberts, W. Milnor 67 Robinson's Claim 272 Rocky Mountain Railroad Company of Montana 234 Roedelheimer, A 243 Rolling Stock . . 65, 69, 123, 131 Rolston, Rosewell G 236, 261 Rosser, General Thomas L 82, 103, 144, 160, 179 Rowland Silver Service 257 Rowland. William S , 52, 54, 55 St. Cloud, (Guarantee of City of 85 St. Paul, Accommodation at 243 " Condemning Land in 167 " Land at 187. 222 ' Offices 208 'Terminus at 178, 180 and Duluth Railroad 147, 161, 169. 172, 177. 188, 228 " and Pacific Land, Committee on 94 Railroad. . . .62, 65, 67, 68. 71, 73, 75, 76, 78, 82, [86, 95, 96, 100. 109, 110, 114, 118, 120, 129. [135, 140, 141. 145. 152, 154. 163. 170. 172 " and Sauk Rapids Railroad 169 " Minneapolis and Manitoba Railroad 170, 171, 172, 185, [187, 1#8, 194, 190, 210, 253, 254, 262 INDKX. XIX PAGE. Salaries, Committee on 126 " of Employees suspended . 125 of Officers, 51, 79, 82, 83, 93. 100, 127, 132. 206. 2+0, 242. 27.") Sanborn. G. G 206, 219, 226 Sanders, \V. F 244 Sargent, Homer E 145. 210. 218 Sault St . Marie. Railroad to 184 Sawyer, Commissioner, Appraisal of 15:> SchaetTer, Walter S 272 Bchenck. Robert S 68 Schulze, Paul 263 Scott, C. N - 189. 256 Scrip for Fractional Amounts .... 1 19 ' issued, Report showing 140 Seal adopted +7 ' Secretary made custodian of 132 Secretary. Bond of 46 duties of 131 , 132 Sears. Willard 46. 52, 54, 59 Bewail, E. C 86 J. S 59 Kiali iB 46,52,59 Shares. Original, Regulation of Assignment* of 120 Bheppard, George 92. 181, 195, 243 Sioux Indians, Reservation of 27 Sinking Fund. .. . 209 Sleeping Cars 170 Smalley. E. V 205 Smith. Elijah 236 H. _S. 149,150,178 ' J. Frailey 127.138,144,151,174,193 ' J. Gregory 51, 55, 60, 94, 95, 97, 106, 179 and Associates Original Interests" Agree- ment 301-304 ' Lennox fi 4 Snake River Transfer Boat 195 Snow Fences ...131,138 Sprague, J. W., 92. 93, 98, 121, 135, 138, 141, 164, 165, 183, 218, 267 Stackpole, J. L 236,261 Starbuck, W. H 239 Stark. George 54, 56, 127, 137, 138, 144. 151 Starr Brothers 100 Steamers on Missouri River 94 Stearns, Onslow 54 Stinson. James 60, 106 Stock, calls on subscribers to 47 new subscriptions to 47 " subscription books opened 48 ' interest bearing .49, 52 XX INDEX. 1'AGE. Stock, issue of 50,000 shares of ;,i " proposition to Boston parties as to 53 " issue of, to pay claims 53 " assessment of 90 per cent, on j;> ' exchange of, for Bonds 57 original, forfeited ,-,9 " negotiations for purchase of 61, 72 " payment of coupons on 72 " retained 76 " issue of, to Fiscal Agents 78 ' purchase of 8;i ' issue of (from Junction of Red River) 94 ' " for completed road 120 " Certificates, how to be signed 131. 170 '" Common, issue of 132 " " ' (Financial Scheme) 135 137 ' " Committee on ..139.143 " " issued, Report showing 140 " " Supplementary Report on 144 " " registration of, by Farmers' Loan and Trust Co. .160 " " fractional assignments of, prohibited 176 " " William Windom's 179.183 " " .lohu Gregory Smith's 179 " " Qeorge L. Ward's 184 " " issue of residue of 216 " Preferred, issue of 132 " " " (Financial Scheme). 135 " " issued, report showing 140 " " issue of, to Trustee of W. (i. Moorhead 141. 143 ' " for expenses of reorganization U8 " " received in exchange for lands, role concerning.. 154 " ' issue of. for construction of Missouri Division .... 156 " ' allotment of 157 " " interest on 1 57 " " subscriptions uncompleted to he forfeited 157 " " registration of, by Farmers' Loan and Trust Co. . .160 " " issue of, to purchase stock of St. Paul & Duluth R'y. 1 72 " " " to pay expenses of Land Department. 188, 195 " ' ' to purchase Minnesota Northern Co 214 " " plan for returning net earnings to 228 " " account to he stated, according to arrangement [with St. Paul and Duluth Railroad. . .229 " " delivery Of, to subscribers to Northern Pacific. [Fergus ft Black Hills Railroad 240 " " Dividend on 258, 281 " " dividend forms approved 261 " " exchanged for bonds 263 " " issue of, for indemnity of sureties ,...272 INDEX. XXI PAGE. Stock, Preferred, land to be verified 276 " President authorized to sell, etc 276 ' at par 281 " form of scrip dividend 281 Missouri Division, Northern Pacific Stockholders to have [first right to subscribe to 157, 159 " " circular 160, 1 62 validity of - 161 " " interest on 163 " " reduction of 164 " " subscriptions closed 164 " " form of mortgage approved 164 " " Treasurer"* signature, resolution as to. .164 " " installments on subscriptions 165 " " surplus returned 168 Pend d'Oreille Division, issue of 165 " " subscriptions closed 171 Stock Exchange, Northern Pacific securities on 165, 170 Stockholders' meetings (certain) declared invalid 52 " special meeting of, called 140 to have first rigM to subscribe to Preferred Stock Missouri Division 157, 159 Stone, Edwin 256 Superintendent, duties of 64 Superior City, negotiations 193, 197, 203 " " proposition from proprietors of 63 " and St. ("loud Railroad 115 and St, Croix Railroad 102 Survey, appropriations for 51, 57. 74, 147 " Lake Superior to Red River, Portland to Lake Pend d'Oreille, between Straits of Juan de Fuca and the Columbia River, Cascade Ranjre, etc 56 ' Pacific Coast 61 " for construction ' 63 ' for first twenty-five miles 67 " Paget Sound Division 68 ' ' in Dakota 73 " between Missouri and Columbia Rivers . ... 77 " Cowlitz River to Seattle 78 ' Kahuna to Lake Pend d'Oreille 87 " of line to Black Hills 149 " " west of Red River to international boundary 149 * across Cascade Bange 150 " Cascade Branch 152, 180, 194 " Clearwater Route 170 ' ' Yellowstone Valley 184 " route to Montreal River 184 " Wisconsin Connection 1 93 " Dalles to Wallula 195 xxii fimsx. PAGE. Survey, Jamestown Branch 207 Tacoma Pass 207 Sweat, Lorenzo D. M .... 47. .">! Swedes, importation of i;i; Sweet zer & Robbins 1 1 ;> Swinson. S. M . . <;<; Sykes, Mr 243 Syndicate of Bankers 201, 205, 208, 240, 268, 281 " " agreement with 31 7-324 Tacoma Ill, 113, 140 " improvements 120 Land Company 112. 114, 116, 121, 122, 136, 140,167, [186. 245, 246 " Saw Mill 114 Taylor, E. H. C 256 Telegraph Line 50, 62 Texas and Pacific Railway Company ' 102 Texas Ferry 189,20!) Thomas, Anthony J 236, 261 Thompson,' J. Edgar 56, 64 Robert R 112, 115 William II 68 Thurston County, land in 112 Tilton, Alfred K 138, 140, 141 Timber, 180. 235 " Agent for Montana 139 Tobey. E. S 56 Tower, Charlemagne 107, 125. 127, 138, 144, 151, 185, 233 Towne, H. A 1 1 2, 206 Toy, John 59 Toy, E H 59 Transportation of Coal in Washington Territory 74 " of Material to Red River 86 " on the Lakes, contract for 119 Treasurer, bond of 46. 130, 181 ' eligible as Director ... 98 " fac-simile of signature of, to be used to Missouri Divi- sion Bonds 161 " of Board of Commissioners relieved from duty 47 Report of 48 " to sign notes anil checks .... 176 Treasury, plan for relief of 191 Tree planting 99, 245, 247 Tributary Roads, policy as to 96 Trott, Herman 256, 257, 258 Tulloch, Thomas L 90 Ctah and Northern Railroad 234 INDEX. XX111 PAGE. Vice-President, duties of 130, 138 Villard, Henry. ...198, 200, 214, 215, 216, 217, 218, 220, 222, 224, [225, 236, 261 Wade, Benjamin F 84, 94, 130 Wahpeton Indians. (See Sioux.) Walker, Bellows & Co 159, 170, 178 ' S. C 153,159 Walbridge Bros. & Sarjeant 102 H. S 226 Ward, Captain Eher 119 " G. L 184 Washington, Attorney in 130, 186 " collection of claims at 273 " Commissioner to represent Company at 5."> " Committee on Legislation at 130, 152, 184 " hostile action at 207 taxes 173 Waters, E. C 256 Wellington, Mr 90 Weinyss, R. J 268 Western Land Association . . 61, 66 " Mining and Transportation Company 61 " Railroad Company of Minnesota 141, 142, 146, 170, [187, 203, 234, 255 " Union Telegraph Co 181, 186, 193 Weymouth, J. L. 259 Wheeler Suit 144 White, AY. H 260 Wilkeson, Frank 97 Samuel 60, 126, 127, 138, 144, 152, 175, 236, 261 " Town of ... 141 Williams, James B 174, 198, 206, 227 Wilson, James F 186 Windom, William 60, 106, 120, 121, 179, 183 Winslow, Lanier & Co 275 Winston Brothers 235 Wisconsin, Central Railroad 79, 196 " consent of State of 25 " versus Duluth 100, 101, 102 Withingtou, J. S 46, 48, 51, 59 Wright, Charles B . . .60, 105, 106, 125, 126, 127, 134, 137, 138, 141, [144. 151, 174, 198 ' George B 92, 93, 168 Yellowstone Land and Colonization Company. 225, 256 -y^-c^v . ^Ui^U-VM