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APPENDIX II

ARTICLES OF INCORPORATION UNDER

GENERAL LAWS

SOUTHERN RAILWAY COMPANY

JUNE 18, 1894

To all to whom these Presents may come:

The undersigned, whose names are hereto subscribed, CHARLES H. COSTER and ANTHONY J. THOMAS, a Purchasing Committee (hereinafter called PURCHASERS) who did purchase the railroad and other property of The Richmond and Danville Railroad Company at a sale thereof held in the City of Richmond on the 15th day of June, 1894, under a decree of foreclosure and sale entered on the 13th day of April, 1894, in a certain suit in equity pending in the Circuit Court of the United States of America for the Eastern District of Virginia, wherein the Central Trust Company of New York and others were complainants, and The Richmond and Danville Railroad Company, a corporation created by and existing under the laws of the State of Virginia, was defendant, in which suit it was sought to foreclose the consolidated mortgage, dated the 22d day of October in the year 1886, and upon or about that day duly executed, acknowledged and delivered by said railroad corporation to said Central Trust Company of New York, and subsequently supplemented and confirmed by said. railroad corporation by instruments dated November 1, 1886,

and April 30, 1888, respectively, in which suit also it was undertaken to sell the whole of the mortgaged property and premises, being the rights, property, privileges and franchises of said The Richmond and Danville Railroad Company, to which Purchasing Committee the Special Masters appointed by said United States Circuit Court― to wit, Matthew F. PLEASANTS, THOMAS S. ATKINS and CHARLES PRICE-by deed bearing date the 18th day of June, 1894, in pursuance of the said decree of said Court and of other Courts in said deed mentioned did make conveyance of the said railroad and other property and franchises so purchased, more fully described in said deed, reference being hereby made to the same and to the record thereof this day made in the Chancery Court of the City of Richmond, in the State of Virginia, as fully as though the same were incorporated at length herein.

And the undersigned, whose names are also hereto subscribed to wit, SAMUEL SPENCER, ALEXANDER B. ANDREWS, FRANCIS LYNDE STETSON and WILLIAM A. C. EWEN (hereinafter called ASSOCIATES) - whom such purchasers have associated with them in this organization of a new corporation pursuant to Section 2 of the Act of Assembly of the Commonwealth of Virginia next hereinafter mentioned,

Do hereby certify, In accordance with the statutes of the State of Virginia in such case made and provided, and especially in accordance with Section I of the Act of Assembly of the Commonwealth of Virginia entitled "An Act authorizing the purchasers of the Richmond and Danville Railroad, their assigns and successors, to become and be a corporation, to adopt a name therefor, and to possess and exercise general powers; and authorizing the leasing to or by, and the consolidation therewith of, other corporations," approved February 20, 1894, of which a copy marked "Schedule A" is hereunto annexed and made a part of this declaration.

FIRST. That the Purchasers and their Associates have elected to become a corporation under the said Act under the name of "SOUTHERN RAILWAY COMPANY."

SECOND. That the purposes of said corporation shall be

to have, hold, enjoy, possess and exercise the said railroad, property and franchises of The Richmond and Danville Railroad Company which passed to the Purchasers at the sale herein before recited, and be invested with all the estate, right, title and interest in and to such railroad and other property with their appurtenances and all the franchises, rights and privileges thereto pertaining; and generally, and from time to time, to have, hold, enjoy, possess and exercise any and all of the rights, powers, privileges and franchises conferred by the said Act of the Assembly of the Commonwealth of Virginia, approved February 20, 1894, or by any other act or law of which it may lawfully claim the benefit.

THIRD. That the capital stock of the Southern Railway Company shall be one hundred and eighty million dollars ($180,000,000), divided into shares of the par value of one hundred dollars ($100) each, of which shares six hundred thousand (600,000) shall be preferred shares, and the remainder shall be common shares; provided, however, that from time to time hereafter, as provided in the said Act of Assembly of the Commonwealth of Virginia, such capital stock and the several classes thereof may be increased up to but not exceeding the limit prescribed by the said Act.

FOURTH. That the Southern Railway Company from time to time may issue bonds to the amount of one hundred and twenty million dollars ($120,000,000), secured by a mortgage or mortgages of the property and franchises of the Railway Company, in addition to prior liens thereon, assumed, extended or renewed, or any substitutions therefor, and subject to further increase as provided by the said Act of Assembly.

FIFTH. That such capital stock and bonds shall, so far as necessary, be delivered from time to time hereafter in settlement for the purchase of property in conformity with the plan and agreement of reorganization under which the railroads, property and franchises have been or shall be bought by the said Purchasing Committee or Company.

SIXTH.

That the first Board of Directors shall consist of five members, who shall hold office until the first meeting of

the stockholders of the Company to be held, and the names of such Board of Directors shall be

SAMUEL SPENCER,
CHARLES H. COSTER,

ALEXANDER B. ANDREWS,

FRANCIS LYNDE STETSON,
WILLIAM A. C. EWEN,

and the name of the President shall be SAMUEL SPENCER.

And to witness the acceptance of the before-mentioned Act of Assembly by the said Purchasers and their Associates they have signed and sealed these Presents, and have caused the same to be filed and recorded in the office of the Secretary of the Commonwealth and Keeper of the Seals of the State of Virginia, and in the Chancery Court of the City of Richmond, in the State of Virginia, this eighteenth day of June, 1894.

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a Notary Public, personally appeared in my city aforesaid CHARLES H. COSTER, ANTHONY J. THOMAS, SAMUEL SPENCER, ALEXANDER B. ANDREWS, FRANCIS LYNDE STETSON and WILLIAM A. C. EWEN, the parties named in the foregoing writing bearing date on the 18th day of June, 1894, and acknowledged the same to be their act and deed, to the end that the same might be recorded as such.

Given under my hand and official seal this eighteenth day of June, in the year one thousand eight hundred and ninetyfour.

Notary Public.

APPENDIX III

THE MASSACHUSETTS COMMISSION LAW

OF RAILROAD CORPORATIONS AND RAILROADS

PUBLIC STATUTES, CHAPTER 112

(The following Sections of this Chapter apply also to Street Railway Companies and Street Railways.)

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15.

16.

to investigate causes of accidents.

to be furnished with information as to condition, management, etc., of roads. advice of, not to impair corporate duties and obligations.

to examine books, accounts, etc.

on request, etc., to ascertain and publish financial condition.

to have access to list of stockholders, etc.

to see that laws are complied 24. Penalty for refusal to submit with.

books, etc.

to inform corporations of 25. Board may summon witnesses. necessary improvements,

changes, etc.

Attendance,

pelled, etc.

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