MILWAUKEE AND PRAIRIE DU CHIEN 
 
 RAILWAY COMPANY. 
 
 AMENDMENTS TO ARTICLES 
 OF ASSOCIATION. 
 
 ADOPTED DECEMBER 4th, 1867. 
 
AMENDMENTS TO THE ARTICLES OF ASSOCIATION 
 
 OF THE 
 
 pUumultM and §?vaiw du (Eliien |taitwatj 
 
 Adopted by its Stockholders, December 4th, 1867. 
 
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 * Whereas, the Milwaukee and St. Paul .Railway Company has 
 w heretofore purchased and now holds in its own right, nearly all 
 the shares of the common capital stock of the Milwaukee and 
 Prairie du Chien Railway Company, now outstanding; and 
 whereas, differences and controversies have arisen between the 
 said Milwaukee and St. Paul Railway Company as such holder 
 of common stock, and some of each class of the preferred 
 stockholders ; and whereas, a majority in interest of each 
 class of the preferred stockholders of the said Milwaukee and 
 Prairie du Chien Railway Company, as a means of adjusting 
 and settling such controversies, have expressed their willing¬ 
 ness to have all and singular the railway, property, rights and 
 franchises of the said Milwaukee and Prairie du Chien Rail¬ 
 way Company sold and conveyed to the said Milwaukee and 
 t St. Paul Railway Company, provided the payment of the pur- 
 ^<-chase money should be secured, as hereinafter set forth, and 
 the bonds hereinafter mentioned issued therefor, in exchange 
 for the outstanding shares of preferred stock. And whereas, 
 
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 the said Milwaukee and St. Paul Railway Company, being 
 
 
 
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 such holder of common stock, has required as a condition of 
 the purchase by it of the said railway and property, that the 
 acts hereinafter mentioned should be accepted and approved 
 by majorities in interest of all classes of the stockholders; 
 and whereas, a majority in interest of the preferred stock¬ 
 holders have agreed to accept the same, on the understanding 
 with the said Milwaukee and St. Paul Railway Company that 
 the Articles of Association should be amended so as to authorize 
 such sale, and that the said railway and property should be 
 purchased by the said Milwaukee and St. Paul Railway Com¬ 
 pany, on the terms hereinafter set forth: 
 
 Now, therefore, at a meeting of the stockholders of the 
 said Milwaukee and Prairie du Chien Railway Company, 
 and by the votes and written assent of a majority in inter¬ 
 est of each class of stockholders of the said last mentioned 
 Company, it is consented, agreed and 
 
 Resolved , That the Articles of Association of the said Mil¬ 
 waukee and Prairie du Chien Railway Company be, and the 
 said Articles of Association are hereby altered, modified and 
 amended as follows, that is to say : 
 
 First. —The following acts passed by the Legislature of the 
 State of Wisconsin are hereby accepted, approved and adopted, 
 and made part of the said Articles of Association, namely: “ An 
 Act to amend the Articles of Association of the Milwaukee 
 and Prairie du Chien Railway Company,” approved March 
 26th, 1864; and also “ An Act to authorize the Milwaukee 
 and Prairie du Chien Railway Company to acquire and hold 
 property in other States for rail-road purposes,” approved 
 March 10th, 1866; Provided , that this acceptance, approval 
 or adoption of said acts shall not take effect in respect to either 
 of said acts, unless the sale to the Milwaukee and St. Paul 
 Railway Company, hereinafter authorized, shall be made and 
 concluded upon the terms hereinafter set forth, and that such 
 acceptance, approval and adoption of said acts shall go into 
 full force and effect, simultaneously with the instruments to 
 be executed to carry out such sale as hereinafter provided, but 
 not before or otherwise. 
 
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 Second. —The Board of Directors are hereby authorized 
 and empowered to sell and convey, subject to the payment of 
 the bonds hereinafter mentioned, all and singular the railway, 
 property, rights and franchises of the said Milwaukee and 
 Prairie du Chien Pailway Company, upon the terms herein¬ 
 after set forth, that is to say, for the sum of five millions of 
 dollars, ($5,000,000,) payable and to be paid in the manner fol¬ 
 lowing : 
 
 I. The said Milwaukee and St. Paul Pailway Company, in 
 part payment for the railway and property aforesaid, shall 
 i execute a series of 3,684 bonds, of one thousand dollars each, 
 payable in thirty years from date, and bearing interest at the 
 rate of eight per cent, per annum, payable semi-annually, and 
 shall secure the payment of said bonds as hereinafter pro- 
 ' vided ; and the said Milwaukee and St. Paul Pailway Com¬ 
 pany shall simultaneously, with the conveyance to it of the 
 said railway and property, deliver the said eight per cent, 
 bonds to Charles Moran, Pussell Sage and William H. Neil- 
 son, trustees, who shall, as such trustees, and for the purpose 
 of the exchanges hereinafter mentioned, retain an amount of 
 said eight per cent, bonds, equal at par to the aggregate 
 amount of the outstanding first mortgage bonds, and the out¬ 
 standing first class preferred stock of the Milwaukee and 
 Prairie du Chien Pailway Company, and the said eight per 
 cent, bonds, so to be retained by said trustees, shall be by 
 them issued and delivered to the several holders of the present 
 outstanding first mortgage bonds of the Milwaukee and 
 Prairie du Chien Pailway Company, and to the several hold¬ 
 ers of the outstanding first class preferred stock of the said 
 last named Company, at par, in substitution and exchange for 
 the said first mortgage bonds and the said first class prefer¬ 
 red stock, at par, upon the transfer to the said trustees of the 
 bonds and stock so exchanged, to be held by the said trustees, 
 for the protection in all respects of the parties depositing said 
 bonds and stock and their assigns, against any matter or thing 
 whatsoever which might or could invalidate the said bonds, or 
 the deed of trust to be executed to secure the same; and any 
 
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 surplus remaining of said bonds, after withholding for ex¬ 
 change the amount aforesaid, shall be signed by the trustees 
 and at once handed over to the said Milwaukee and St. Paul 
 Railway Company ; provided, that upon the payment of the 
 said eight per cent, bonds, and all interest thereon, the said 
 preferred shares shall be transferred, and the said hrst mort¬ 
 gage bonds, duly cancelled, shall be surrendered by the said 
 trustees to the said Milwaukee and St. Paul Railway Com¬ 
 pany; and that unless the said bonds or the said deed of trust 
 shall be declared invalid, the said trustees shall not be au¬ 
 thorized to vote on the stock so to be deposited with them. 
 
 II. The said Milwaukee and St. Paul Railway Company 
 shall also execute a series of 1,316 other bonds, of one thousand 
 dollars each, payable in thirty years from date, and bearing 
 interest at the rate of seven and three-tenths per cent, per 
 annum, payable semi-annually, and convertible, at the option 
 of the holder, into the preferred stock of the said Milwaukee 
 and St. Paul Railway Company, at any time within ten days 
 after any dividend shall have been declared and become pay¬ 
 able on said last mentioned preferred stock, and the payment 
 of which seven and three-tenths per cent, bonds shall be se¬ 
 cured, subject to the payment of the said eight per cent, bonds, 
 by a deed of trust or mortgage, as hereinafter more fully set 
 forth. And the said Milwaukee and St. Paul Railway Com¬ 
 pany, simultaneously with the delivery to it of the conveyance 
 to it aforesaid, shall deliver one hundred and fourteen of the 
 said seven and three-tenths per cent, bonds to Charles Moran, 
 Russell Sage and William H. Heilson, in trust, to be by them 
 issued and delivered to the several holders of the second 
 class preferred stock of the Milwaukee and Prairie du Chien 
 Railway Company, at par, in substitution and exchange for 
 the second class preferred stock, at par, upon the transfer to 
 the said trustees of the stock so exchanged, to be held by the 
 said trustees as collateral security for the payment of said 
 seven and three-tenths per cent, bonds, and all interest thereon, 
 and for the protection in all respects of the parties depositing 
 said stock, and their assigns ; and, upon the payment of said 
 
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 seven and tbree-tentlis per cent, bonds, and all interest thereon, 
 the second class preferred stock deposited as aforesaid shall 
 be transferred by the said trustees to the said Milwaukee and 
 St. Paul Kailway Company; provided , always, that the said 
 last named Company shall use and apply the balance of said 
 seven and three-tenths per cent, bonds, or the proceeds thereof, 
 to one or more of the following purposes, that is to say: first, 
 to the construction of a rail-road bridge across the Mississippi 
 Kiver, at Prairie du Chien; secondly, to the purchase of the 
 elevators now owned by Angus Smith & Co., and standing 
 upon the depot grounds of the Milwaukee and Prairie du 
 Chien Kailway Company; or, thirdly, to the erection of a 
 suitable and convenient passenger depot at Milwaukee, or of 
 proper depots and workshops; and provided, also, that the 
 said three hundred and two bonds, or the proceeds thereof, 
 shall be expended as aforesaid, with the assent and approval 
 of the said trustees, or a majority of them. 
 
 And in order to secure the payment of the said eight per 
 cent, bonds, to be issued as aforesaid, and all interest thereon, 
 as the same shall become payable, according to the terms of 
 said bonds, and of the coupons thereto annexed, and subject 
 thereto, to secure the payment of the said seven and three- 
 tenths per cent, bonds to be issued as aforesaid, and all interest 
 thereon, as the same shall become payable, according to the 
 terms of said bonds, and of the coupons thereto annexed, the 
 said Milwaukee and St. Paul Kailway Company, simulta¬ 
 neously with the execution of the aforesaid conveyance to it, 
 shall duly execute, deliver and acknowledge to the said Charles 
 Moran, Kussell Sage and William H. ISTeilson, as trustees, a 
 deed or deeds of trust or mortgage, which shall be expressed 
 to be to secure the purchase money of the said property so 
 conveyed, or the portion of said purchase money represented 
 by the said bonds; and which said deed or deeds of trust shall 
 grant and convey to the said Charles Moran, Kussell Sage and 
 William H. ISTeilson, as trustees for the holders of said bonds, 
 all and singular the railway, property, rights and franchises 
 which shall be included in the said conveyance from the Mil¬ 
 waukee and Prairie du Chien Kailway Company, except the 
 
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 branch rail-road from the Milton Junction to Monroe, and 
 the rights, privileges and franchises appertaining to that part 
 of the road, and which said deed or deeds of trust shall con- - 
 tain the powers of entry and sale usual in railway mortgages, 
 and shall be in such form or forms, and contain such stipula¬ 
 tions, powers, grants and agreements as shall be adequate and 
 sufficient to enable the said trustees to enforce the lien or liens 
 thereby created, and as shall be accepted and approved by the 
 said trustees. 
 
 IY. The said Milwaukee and St. Paul Railway Company 
 shall issue to the holders of any common stock of the Mil¬ 
 waukee and Prairie du Chien Railway Company not held 
 or owned by the said Milwaukee and St. Paul Railway 
 Company itself, or for its benefit, their preferred and com¬ 
 mon stock as follows, viz.: for each share of such Prairie 
 du Chien common stock, one-half share of the St. Paul pre¬ 
 ferred stock and one-half share of common stock; and the 
 said Milwaukee and St. Paul Railway Company shall save 
 and keep harmless and indemnified preferred stockholders 
 assenting to this amendment and exchanging their stock as 
 aforesaid, from any and all claims and demands against them 
 by any holders of common stock who may dissent therefrom. 
 
 Provided , nevertheless , that if not less than ninety-five per 
 cent, of all the now outstanding bonds, and all the now out¬ 
 standing first class preferred and second class preferred stock 
 shall be duly exchanged as hereinbefore provided, and that an 
 act or acts fully ratifying, confirming, and in all respects legal¬ 
 izing the sale and purchase aforesaid, and the eight per cent, 
 and seven and three-tenths per cent, bonds aforesaid, and the 
 deed of trust securing the payment of the same, shall be passed 
 by the Legislature of the State of Wisconsin and go into full 
 force and effect, then and thereupon, the said trustees shall 
 assign said now outstanding bonds, and said now outstand¬ 
 ing preferred stock so deposited with them, to the said Mil¬ 
 waukee and St. Paul Railway Company, upon the trust, to be 
 expressed and declared in the assignment; that the said Mil¬ 
 waukee and St. Paul Railway Company, its successors and as¬ 
 signs, shall hold the said bonds and the said preferred stock 
 
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 for the protection, in all respects, of the parties depositing the 
 same with the said trustees, in exchange as aforesaid, and 
 their assigns, against any and all matters and things whatso¬ 
 ever which might or could invalidate the said eight per cent, 
 bonds, or the said seven and three-tenths per cent, bonds, or 
 the deed of trust, to be executed to secure the payment of the 
 same; and that the bonds and preferred stock so to be assigned 
 shall be held and kept in force by the Company last aforesaid, 
 so that, if the sale hereby authorized, or the eight per cent, 
 bonds aforesaid, or the seven and three-tenths per cent, bonds 
 aforesaid, or the deed of trust, to be executed to secure the 
 payment of the same, shall at any time hereafter be declared 
 invalid by a court of competent jurisdiction, in any respect 
 materially affecting the security of the said bonds or the said 
 deed of trust, the parties depositing the said bonds and the 
 said preferred stock of the said Milwaukee and Prairie du 
 Cliien Railway Company, with the said trustees, as aforesaid, 
 or their assigns, may and shall, upon demand, receive from the 
 said Milwaukee and St. Paul Railway Company, its successors 
 or assigns, the bonds and preferred stock aforesaid, upon sur¬ 
 render of the bonds issued in exchange therefor, so that the 
 said bondholders and the said preferred stockholders of the 
 Milwaukee and Prairie du Chien Railway Company, and their 
 assigns, shall be thereby remitted to all the rights and privi¬ 
 leges possessed by them as owners of said bonds and preferred 
 stock before the sale and conveyance by these amendments 
 authorized ; and that, to that end, the said Milwaukee and 
 St. Paul Railway Company shall and will, as a stockholder of 
 the said Milwaukee and Prairie du Chien Railway Company, 
 keep the said last named Company in corporate existence and 
 duly organized, until the said eight per cent, bonds, and the 
 said seven and three-tenths per cent, bonds, and all interest 
 thereon, shall be fully paid and satisfied. 
 
 Third. — Charles Moran, Russell Sage and William H. 
 Reilson are hereby constituted and appointed Commissioners, 
 for the purpose of carrying into effect the foregoing provisions 
 of this amendment, in conjunction with the Board of Directors, 
 
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 and their consent as such Commissioners shall be necessary to 
 determine the time when, and the mode in which, any action 
 by or on behalf of this Company shall be taken under this 
 amendment, and the forms, provisions and conditions of the 
 conveyance, bonds, and deed of trust aforesaid, and of any and 
 all other instruments necessary or proper to be executed, pur¬ 
 suant to the foregoing amendment, and to determine the time 
 when, and mode in which, such conveyance, bonds, deeds, 
 and instruments shall be delivered or become operative ; and 
 generally to do any and every act necessary and proper to give 
 full effect to the said amendment, according to the true intent 
 and meaning thereof. 
 
 And it is hereby expressly declared, that no conveyance, 
 or contract for a conveyance, of the railway, property, rights 
 or franchises of the Milwaukee and Prairie du Chien Pail way 
 Company shall be made or delivered, or be valid or binding 
 upon the said last mentioned Company, by virtue of any thing 
 in these amendments contained, unless the delivery thereof 
 shall be expressly assented to in writing by the said Charles 
 Moran, Russell Sage and William H. Neilson, as the Com¬ 
 missioners and Trustees aforesaid. 
 
 Consent and Approval of Stockholders. 
 
 We, the undersigned, stockholders of each class of the Mil¬ 
 waukee and Prairie du Chien Railway Company, do hereby 
 consent to and approve of the amendments to the Articles of 
 Association of the said Company, of which a copy is hereto an¬ 
 nexed ; and we do hereby consent to and approve of the sale, 
 conveyance and transfer of all and singular the railway, pro¬ 
 perty, rights and franchises of the said Company to the Mil¬ 
 waukee and St. Paul Railway Company, upon and subject to 
 the terms and conditions in the said amendments set forth : 
 Provided , however , and it is hereby declared to be a condition 
 on which the preferred stockholders assent to said amendments, 
 that the legal and other expenses actually incurred by the 
 preferred stockholders in the controversy in said amendments 
 
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 mentioned, and in the settlement and adjustment thereof, shall 
 be reimbursed to said preferred stockholders by the said Mil¬ 
 waukee and Prairie du Chien, or the said Milwaukee and St. 
 Paul Pailway Company, to the amount of not exceeding ten 
 thousand dollars, and that a dividend shall be paid on the 
 said preferred stock of each class, according to the terms of 
 the Articles of Association hereby amended, for the period 
 between January 21st, 1867, and February 1st, 1868. 
 
 In witness whereof, we have hereunto subscribed our names, 
 and set opposite thereto the number and class of shares of the 
 said stock held by us respectively, and in respect to which 
 we hereby subscribe, this fourth day of December, 1867. 
 
 Number and Class 
 of Shares of Stock. 
 

 
 
 
 
 
 
 
 
 
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3 0112 105272618