BY-LAWS CLAY STREET HILL RAILROAD COMPANY, ^% itnd ^ountv of ^nn ^nmcbca. SAN FRANCISCO: IHANK KASTMAN, BOOK AND JOB PRIKTKR, o OFFICERS. Section 1. The corporate powers of this Company -hall be exercised l)v a Board of seven Directors. Sec. 2. The officers of the Company shall be a rr(»sident, Vice President, Treasurer, Secretary, and such subordinate officers as are hereinafter specified. ARTICLE II. AV.VrAL .VXD SPK TAL MRETIXOS, ELECTIONS, VAC!AN(!IES, REMOVALS, ETC. Sec. M. On the third Thursday of August, 1H72, and eveiy year thereafter, the Stockholders shall hold their annual meeting, in tlie City of San Francisco. At such annual meeting there shall be an election of s«'von Directors, to serve for the ensuing year and until their successors are elected. The election shall bo by l)allot, by a majority of the votes of the Stock- 4 BY-LAWS. holders being present, in person or by written proxy. Every Stockholder so present in 23erson or by proxy, sliall have one vote for each share of stock which he may have owned for ten days next preceding such election, and not otherwise. Sec. 4, No person shall be a Director unless he shall be a Stockholder, owning and holding bona Jide at least five shares of stocks, in his own name and right absolutely on the books of the Company, for thirty days next preceding his election. A majority of the Directors shall, at the time of their election, be residents of the State of California. Sec. 5. Proxies shall be in writing, signed by the Stockholder granting them, and they shall 1^ filed with the Secretary. Sec. 6. Notice of such annual meeting for said election shall be given by the Secretary, specifying the hour and place, and shall be published by him not less than twenty days previous thereto, in one daily newspaper published in the City of San Fran- cisco. Sec. 7. When, from any cause, such election shall not be held on said third Thursday of August in any year, it shall be held within two weeks thereafter. Notice thereof shxll be given by the Secretary, as in the last preceding section provided, except that the notice thereof shall be published for ten days, not in- cluding Sundays, next preceding the day of such election. Sec. 8. All elections for Directors shall be public to the Stockholders. The President (or in his ab- sence the Vice President) of the Company, together BY-LAWS. O with one Director and one Stockholder, both to be chosen by the Board of Directors, shall act as the judges of election, receive, count and canvass the votes, and declare the result without delay. The Sec- retary shall be the tally-clerk. In the absence of any officer of election, his place shall be filled by the Stockholders present at the opening of tlie election. The polls shall open at twelve o'clock and close at three o'clock of the same day. Sec. 9. The Directors chosen at each annual elec- tion shall meet and organize as a Board on the third day after the result of the election is declared. At such meeting they shall elect from their own number a President, Vice President, and Treasurer ; all of whom shall hold their offices for one year, or until their successors are elected and qualified. They shall also elect a Secretary, subject to the pleasure of the Board of Directors. Sec. 10. The Secretary and Treasurer, before enter- ing upon the duties of their respective offices, shall give a bond for the faithful performance of such duties, in an amount and with sureties to be approved by the Board of Directors. Sec. 11. In case of the absence of any Director from four regular meetings of the Board successively, or of his resignation, the Board of Directors may, by a majority, declare his office vacant, and elect a Di- rector (duly qualified) to fill the same for the unex- l)ired term. Sec. 12. Meetings af Stockholders may be called at any time during the interval between the annual meetings, by the Directors, or by any number of b BY-LAWS. Stockholders owning not less than one-third in value of the stock, by giving thirty days public notice of the time and place of the meetings, in the manner pro- vided in the sixth foregoing section for annual meet- ings. Sec. 13. When any such meeting is called by the Stockholders, Ihe particular object of such meeting shall be stated in such notice, and no other business shall be transacted at such meeting when so called by the Stockholders as aforesaid, except such as shall be so stated in such notice. Sec. 14. If at any such meeting thus called, a ma- jority in value of the Stockholders are not represented in person or by written proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business ; and if within said three days Stockholders having at least a majority in value of the stock, do not attend and participate in such meeting, then the meeting shall be dissolved. Sec. 15. At all general meetings of the Stock- holders, two-thirds in value of the Stockholders of the Company being present in person or proxy, may remove any President, Vice-President, Treasurer, Sec- retary, or any Director, of such Company, and elect others in their stead ; provided, notice of such in- tended removal shall have been given, as required in the two last preceding sections. Any President, Vice- President, Secretary, or Treasurer, may be removed by the Board of Directors at any regular meeting, by the votes of at least four Directors ; notice of such intended removal having been given at the regular meeting next preceding. BY-LAWS. 7 Sec. 16. A majority of the Board of Directors shall form a quorum for the transaction of business, but no debt shall be contracted without a resolution passed by at least four votes, and regularly entered upon the minutes of the Board of Directors. Sec. 17. The Board of Directors shall hold one regular meeting on the first and third Tuesdays of each month, at 3 p. m., at the Company's office, for the trans- action of business. It may adjourn from day to day, for want of a quorum. AKTICLE III. POWERS AND DUTIES OF OFFICERS, ETC. Sec. 18. The President shall preside at all meet- ings of the Board of Directors and of the Stockhold- ers. In the case of his disability, by deatluor other- wise, to discharge his duties, or of his absence from the office of the Company for thirty consecutive days, or of his ceasing to be qualified as a Director, his office may be declared vacant by the Board, which shall thereupon fill the vacancy for the unexpired term. He shall also be liable to removal in the cases and manner provided by law. In case of his absence, liis powers and duties shall devolve, during his ab- '■nce, ujion the Vice President. Sec. 19. He shall sign, as President, all certificates of stock, and all contracts and other instruments of writing which shall have been first approved by the Board of Directors, and fix the corporate seal of the Company to all instruments requiring a seal. He shall sign all checks or warrants on the Treasurer. « BY-LAWvS. He shall have the casting vote at all meetings of the Stockholders and Directors. He shall call the Direct- ors together whenever he deems it necessary, and shall have, subject to the advice of the Directors, the gen- eral direction of the affairs of the Company. Sec. 20. The Treasurer shall safely keep all mon- eys belonging to the Company, and disburse the same under the direction of the Board of Directors, and in conformity with the By-Laws of the Company. Sec. 21. At each called meeting of the Stockhold- ers he shall submit a statement of his accounts, with proper vouchers ; and at the annual meeting in August of each year, a complete summary of them for the year. Sec. 22. He shall make no payment except on a check or warrant, signed by the President and coun- ter signed-by the Secretary. Sec. 23. He shall discharge such other duties as pertain to his office, and are prescribed by the Board of Directors, or By-Laws. Sec. 24. The Secretary shall keep a record of meetings, proceedings of the Board of Directors and of the Stockholders, in the manner required by law. Sec, 25. He shall keep a book of blank certificates of stock, fill up and countersign all certificates issued, and upon such issue make the proper entries in the margin of such book. Sec. 26. He shall keep a proper transfer book, and a stock ledger in debit and credit form, showing the number of shares issued to or transferred by any Stockholder, and the date of such issuance and trans- fer. BY-LAWS, V Sec. 27. He shall countersign all checks drawn on the Treasurer, keep proper account liooks, and dis- charge such other duties as pertain to his office, and are prescribed by the Board of Directors or by law. He shall keep all other books and perform all other duties required by law, or by the Board of Directors. Sec. 28. A General Superintendent may be ap- pointed by the Board of Directors, and be removed at their pleasure. He shall have the charge and di- rection of the business of the Company in the con- struction and maintenance of its road and works, subject to the direction of the President and control of the Board of Directors. He shall make monthly returns to the Board of Directors of all persons hired or employed and their wages, and a statement of all expenditures accompanying the same, with necessary vouchers. (Duplicates of which he shall keep.) ARTICLE IV. CERTIFICATES, TRANSFER, AND ASSESSMENT OF STOCK, ETC. Sec. 29. Certificates of stock shall be issued only for full paid stock, and shall be of such form and de- vice as the Board of Directors shall determine ; and each certificate shall be signed by the President and countersigned by the Secretary, and express on its face its number, date of issue, the number of shares for which and the person to whom it is issued. Sev- eral certificates may be issued to the same person ; provided, that in the aggregate they do not exceed the 10 BY-l.AWS. number of shares belonging to such person. The certificate book shall contain a margin, on which shall be entered the number, date, number of shares, and name of the shareholder, expressed in the correspond- ing certificate. . Sec. 80. Every transfer of stock shall be entered in the transfer book, to be kept by the Secretary, by an entry showing to and by whom transferred, the numbers and designations of the shares, and the date of the transfer ; and duly attested by the Secretary. No transfer shall be valid, except as between the part- ies, unless made as in this section provided. Sec. 31. The stock shall be transferable upon Mon- day of every week, from twelve until two o'clock, and as in the last preceding section specified, and upon the books of the Company, upon proper assignment and delivery to the assignee of the receipts for the in- stallments paid on such stock, or the certificates of stock, when fully paid ; but no shares shall be trans- ferable until all previous calls or installments thereon shall have been fully i)aid in ; nor shall any transfer of the stock of this Company be valid, except as be- tween the parties by whom and to whom the same is transferred, unless at least thirty per cent, has been paid thereon, and receipts issued therefor, until the same is approved by the Board of Directors. Sec. 32. The surrendered certificates shall in all cases be cancelled by the Secretary, before issuing a new one in lieu thereof. Sec. 33. The sums subscribad by the Stockholders shall be called in by the Directors Notice of each assessment shall be given as provided by law. The BY-LAWS. 11 proceedings upon unpaid assessments shall be as pro- vided bv law. ARTICLE V. MISCEIjLANEOUS. Sec. 34. The salaries of the officers and employ- ees of the Comj^any, shall be lixed by the Board of Directors from time to time. The traveling expenses of the President and Directors, and of any other officers, while actually engaged in the business of the Company, may be audited and allowed by the Board. No Director shall receive any compensation for his services as Director. Sec. 35. The books and accounts of the Company, and such i:>ai)ers as may be placed on file by vote of the Stockholders or Directors, shall at all times, in business hours, be subject to the inspection of the Board of Directors, and of any Director or Stock- holder. order of business. Sec. 3(5. The order of business at the meetings of the Board of Directors shall be as follows : — 1st. Reading of the minutes of the previous meet- ing. 2d. The Repoi-t of Committees. 3d. Motions and Resolutions. 4th. Presentation of Bills and Accounts. r)th. Report of the President. ()th. Repoi-t of the Treasurer and other officers. 7th. Miscellaneous business. Hth. Reatling and approval of the Re(u)rds of the l>roceeding8 of the meeting. iHh. Adjournment. 12 BY-LAWS. AMENDMENTS. Sec. 37. A majority of the full Board of Directors may at any regular meeting, (notice having been given at the previous meeting,) alter or amend these By-Laws in any respect, not inconsistent with law and the Articles of Association.