LIBRARY 
 OF THE 
 
 UNIVERSITY OF ILLINOIS 
 
 ^CT OF INCORPORATION 
 
 Univ.of ill. Library 
 54 
 
 OF 
 
 ®0al ®0mpttg, 
 
 OF 
 
 M^RYLAlsTD- 
 
 BALTIMORE: 
 
 PRINTED BY HANZSCHE & CO., 
 
 Baltimore and Light Streets. 
 
 1863. 
 
LIBRARY 
 OF THE 
 
 UNIVERSITY OF ILLINOr 
 
 ACT OF INCORPORATION 
 
 OF THE 
 
 (SfliisKtltdation ©miipnit, 
 
 MARYLAND. 
 
 BALTIMORE: 
 
 PRINTED BY TI A N Z S C IT E & CO., 
 Baltiraore and Light Streets. 
 
 1863. 
 
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Set «f ljuioeitotation. 
 
 CHAPTER 2 6 5. 
 
 An Act to incorporate the Consolidation C^al Cornpany 
 of Maryland. 
 
 ^ Passed March 9th, I860. 
 
 Section 1. Be it enacted hij the General 
 of Maryland^ That James D. Armstrong, William 
 Combs, and John J. Morrison, and such other per- 
 sons as may become associated with them, in the 
 manner hereinafter provided, shall be and they are 
 hereby constituted a body corporate and politic, by 
 the name of the Consolidation Coal Company, and 
 by that name shall have succession, and be able 
 and capable to sue and be sued, in any court what- 
 ever, and may have and use a common seal, and 
 the same alter and renew at pleasure, and shall 
 have all the powers, faculties and franchises and 
 rights necessary and proper for the carrying on the 
 mining of coal, and the beneficial management of 
 its property, and for the transportation of coal, and 
 other products of its mines and property to market, 
 and shall have power and authority to purchase, 
 lease and hold any property, real, personal and 
 mixed, which may be deemed necessary by said 
 company for purposes, and shall also have power to 
 make and pass such by-laws, rules and regulations 
 j" for the management and government of the affairs 
 p of said corporation, and its officers, directors, and 
 
 A agents, as may be deemed necessary or proper, 
 
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 UNIVERSITY OF 
 
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 wliicli may also be amended, changed or repealed 
 at any and all regular meetings of the stockholders 
 of said company ; Provided, Jioicever, that such by- 
 laws shall not Ido repugnant to any law of this 
 State or of the United States. 
 
 Sec. 2. And he it enacted, That the capital stock of 
 said company shall be divided into shares of one 
 hundred dollars each, and shall be considered as 
 personal property, and shall be transferable in such 
 manner as may be provided by the by-laws of said 
 company, and each share thereof shall entitle the 
 holder thereof to one vote in all meetings of the 
 stockholders of said company, to be given either in 
 person or by proxy, and for the purpose of obtain- 
 subscriptions to the said capital stock, books 
 shall be opened under the direction of the said 
 John J. Morrison, James D. Armstrong, and Wil- 
 liam Combs, or the majority of them, at such time, 
 and at such place or places, as the persons who 
 may act in that behalf shall deem expedient, and 
 payment may be made for the whole or any part of 
 such subscriptions, either in land or other property, 
 or money, and if lands or other property, then at 
 such price and valuation as maybe agreed upon by 
 those receiving such subscriptions, and in case the 
 said company shall organise and proceed to act as 
 a corporate body, before a sufficient amount is sub- 
 scribed to the said capital stock for the lawful pur- 
 poses of said company, the president and directors 
 of said company shall have power at any time 
 thereafter, and as often as they may deem necessary, 
 and without opening anew, books of subscription, 
 to receive further subscriptions to said capital stock, 
 and to augment the same to such extent as may be 
 authorized and fixed at any general meeting of the 
 stockholders of said company, and it may be lawful 
 for all persons and bodies corporate or politic what- 
 soever, to become subscribers for and owuiersof the 
 capital stock of said company. 
 
5 
 
 Sec. 3. And be it enacted^ That the aflairs 
 said company shall be managed by the persons 
 named in the first section of this act, who are 
 hereby constituted directors of said company, 
 until directors shall be elected as hereinafter 
 provided, and in case of the decease of one or more 
 of said persons, or their refusal to act as directors 
 the remaining person or persons shall have power 
 to select other persons as directors, for the time 
 being, in their stead, and whenever an amount of 
 the capital stock of said company shall be subscrib- 
 ed, sufficient in the judgment of the said directors, to 
 justify it in proceeding to the prosecution of its bu- 
 siness, a general meeting of the subscribers to the^“^!t,„g 
 stock of said company shall be held at such time 
 and place as the directors for the time being may 
 appoint, for the purpose of electing a president and 
 directors of said company, to serve for one year 
 thereafter, and until the next election shall be 
 field, and subsequent elections for president and 
 directors of said company shall be annually held 
 thereafter, at such times and places as the by-laws 
 of said company may prescribe, and the said direc- 
 tors of said company shall have all the powers and 
 authority given to them by this act, and such other 
 power and authority, not inconsistent with the 
 provisions of this act, as may be conferred on them 
 by the resolutions and by-laws of said company. 
 
 Sec. 4. And he it enacted. That the directors of 
 said company shall consist of such number, not less 
 than five nor more than ten, as the by-laws of said 
 company may prescribe, all of whom shall be stock- 
 holders in said company, and the president and 
 directors of said company shall have power to ap- 
 point and remove all officers, servants, and agents 
 of the company, to manage and conduct all its 
 business of every kind, to borrow money at any 
 time and from time to time, for the use of the said 
 company, and to execute, if deemed by them ne- 
 
6 
 
 iiecessiiiiy and expediciit, any deed or deeds of mort- 
 gage or trust, as security for the payment and 
 fulhlmcnt of any or all of its debts, contracts and 
 liabilities. 
 
 Sec. 5 . And be it enacted^ That all meetings of 
 the stockholders of said company, may be held 
 either in the city of Cumberland, the city of Balti- 
 more or the city of New York, as the directors of 
 said company may from time to time appoint ; and 
 all meetings of the president and directors of said 
 company, may also be held at either of the above 
 named places, which the president of said company 
 may from time to time appoint ; and in all meet- 
 ings of the stockholders, a majority of said stock- 
 holders, and in all meetings of said president and 
 directors, a majority of said president and directors 
 shall constitute a quorum for the transaction of 
 business. 
 
 vcsied. Sec. 6 . And be it enacted, That the said com- 
 pany be and the same is hereby invested with all 
 and singular the rights, power and authority, 
 necessary to enable it to locate, construct and main- 
 tain such railroad or railroads, as the directors may 
 deem necessary for the convenient transaction of its 
 business, and for these purposes, the said company 
 shall be and is hereby invested with all and singu- 
 lar, the rights, powers, immunities, franchises and 
 privileges, for the surveying, locating and con- 
 structing of such railroad or railroads, and for the 
 working, repairing, preserving and controlling the 
 same, and the necessary vehicles and appurtenances 
 thereto belonging, and every part thereof ; which by 
 the act, and more particularly the fifteenth section 
 thereof, incorporating the Baltimore and Ohio rail- 
 road, and its several supplements were for the law- 
 ful purposes of said company and the benefit of its 
 corporators, given, granted, authorised and secured 
 to the said company, and to the president and di- 
 rectors thereof respectively, as fnlly and particularly 
 
7 
 
 as if the same were herein re23eated ; and in lien of 
 constructing any such railroad or railroads, as are 
 hereinbefore authorised, or in addition thereto, the 
 said company may purchase, lease, hold and main- 
 tain any other railroad or railroads, or other roads 
 or ways, water courses or channel of trans2)ortation, 
 already constructed or hereafter to be constructed, 
 with all the rights, powers and franchises connected 
 therewith ; and it shall also be lawful for said com- 
 pany to own and navigate such canal boats, steam- 
 boats and sailing vessels, as it may desire in con- 
 nection with its business ; and to subscribe for and 
 take stock in any navigation, canal and railroad 
 comjDany, it may deem expedient ; and the said 
 company hereby incorporated, shall transport upon 
 any railroad or railroads which the said com^^any 
 may construct under the provisions of this act ; and 
 also upon any railroad or railroads which it may 
 purchase as hereinbefore authorised, all persons 
 and property at the same rates of toll and prices of 
 transportation, as the Baltimore and Ohio Railroad 
 company are or shnll bo by law niithorisod to charge 
 and receive. 
 
 Sec. 7. And be it enacted, That in receiving sub- 
 scriptions to the capital stock of said company, if 
 the persons named in the first section of this act or 
 a majority of them, shall think it advisable so to 
 do, it shall and may be lawful for the said persons 
 to divide the said stock into a preferred stock, and 
 a common general stock, and to fix the amount 
 which shall be subscribed as a preferred stock which 
 shall never thereafter be increased without the 
 unanimous consent of all the stockholders, both 
 preferred and general, in said company, and such 
 preferred stock, in case the same shall be subscribed 
 for under this section, shall at all times be entitled 
 to receive dividends to the extent of six per centum 
 on the par value thereof whenever any distribution 
 shall be made of the surplus jirofits of said company 
 
8 
 
 in priority to iiiiy shares of stock which shall be 
 subscribed as general or common stock, and in case 
 the surplus profits actually and properly distributed 
 amongst the stockholders, when a division of the 
 surplus profits shall be made, shall exceed the 
 amount that may be necessary for the payment of 
 dividends to the extent aforesaid on the preferred 
 stock, then such excess shall be applied to the pay- 
 ment of dividends to the extent of six per centum 
 on the par value of the unconverted shares of stock, 
 and if any surplus profits should still remain, then the 
 same shall he divided amongst all the stockholders pari 
 passu, without any priority or preference, and in case the 
 persons named in the first section of this act should not 
 deem it advisable in receiving subscriptions to said stock, 
 to divide the same into j^i’cferred and common stock, as 
 hereinbefore mentioned, then it shall and may be lawful 
 for the president and directors of the said company at any 
 time hereafter to convert a portion of the capital stock of 
 said company into shares of preferred stock, upon such 
 terms and at such time or times as the said president and 
 directors may determine, and the said portion of said 
 capital stock so converted into preferred stock shall 
 thenceforth be entitled to all the privileges in respect of 
 dividends hereinbefore secured to those who may become 
 
 Provisos, subscribers to such preferred stock ; Provided, however, 
 that before the said president and directors shall issue or 
 create any such preferred stock, a previous direction and 
 authority therefor shall be conferred and given by a reso- 
 lution ])assed at some general or special meeting of the 
 stockholders of said company, called in pursuance of and 
 after notice given, as directed by the by-laws of said com- 
 pany ; And provided further, that an opportunity shall he 
 alforded all the stockholders in said company without 
 distinction or discrimination, and they shall he entitled 
 to convert a portion of their stock into such preferred 
 shares upon the same and equal, and like terms and con- 
 ditions, and in the proportions in which they may hold 
 such stock respectively. 
 
 Construction Sec. 8. And he it enacted. That nothing herein con- 
 tained shall he construed to give to the said company 
 
 In force, hanking jmvilcges ; and this act shall take effect from 
 the day of its passage.