Paine and Others v. The Lake Erie and Louisville R. R. Company. road with the road owned by the company furnishing said aid; or any railroad company organized in pursuance of law, may lease or purchase any part or all of any railroad constructed by any other company, if said companies' lines of said road are continuous or connected as aforesaid, upon such terms and conditions as may be agreed on between said companies respectively; or any two or more railroad companies whose lines are so connected, may enter into any arrangement for their common benefit, consistent with and calculated to promote the objects for which they were created: Provided, that no such aid shall be furnished, nor any purchase, lease, or arrangement perfected, until a meeting of the stockholders of each of said companies shall have been called by the directors thereof, at such time and place, and in such manner, as they shall designate, and the holders of at least two-thirds of the stock of such company represented at such meeting, in person or by proxy, and voting thereat, shall have assented thereto." The plaintiff then offered in evidence a certified copy of the charter and articles of association of the Fremont, Lima & Union Railroad Company. The defendants objected to the introduction of the same for the following reasons: because the same is incompetent. and immaterial; because the same is not according to the laws of the State of Ohio; and because the same is not properly proven and certified. The court overruled the objection, and permitted the same to be read in evidence; to which ruling of the court the defendants excepted. The certified copy of the articles of association thus offered in evidence recites, that Charles Congdon, of New York City, David J. Cory and Squire Carlin, of Hancock county, Ohio, and L. Q. Rawson and James Moore, of Sandusky county, Ohio, have associated themselves together to form a company, to be called the Fremont, Lima & Union Railroad Company, for the purpose of constructing a railroad from Fremont, Sandusky county, Ohio, through San Paine and Others v. The Lake Erie and Louisville R. R. Company. dusky, Seneca, Hancock, and Allen counties, to Lima, in Allen county; thence through the counties of Allen, Auglaize, Mercer, and Darke, to the west line of the State of Ohio, in Darke county; and that the capital necessary to construct the same is $1,500,000. Said articles are signed and sealed by the parties aforesaid, and dated January 6th, 1862. The signing and sealing of the same is acknowledged before a justice of the peace of Sandusky county, Ohio. The clerk of the Common Pleas Court of Sandusky county, Ohio, certifies the official character of said justice of the peace. The Secretary of State of Ohio certifies that the foregoing is a full and true copy of the original certificate, with the acknowledg ment and the certificate of the county clerk, filed and recorded in the Secretary's office, on the 21st day of January, 1862. La Q. Rawson testified for the plaintiff, as follows: "I was one of the organizers of the Fremont, Lima & Union Railroad Company; and I was afterwards director and president of said company; I so continued until the consolidation of said company with the Lake Erie & Pacific Railroad Company, which was in the winter of 1864-5. There was a great deal of work done on the Fremont, Lima & Union Railroad. There were about thirty-seven miles in operation, and thirty-five miles graded. Directors were elected soon after filing the articles of association, and the organization was kept up by the election of officers, &c., up to the consolidation. The directors were elected on the 3d day of March, 1862. Seven were then elected." The plaintiff then offered in evidence a certified copy of the articles of association of the Lake Erie & Pacific Railroad Company, which recites, that they whose names are signed to said articles are subscribers to the capital stock of said company, and that more than $50,000 stock is now subscribed, and having elected a director for said contemplated road, they enter into and adopt the following articles of association: Paine and Others v. The Lake Erie and Louisville R. R. Company. "1st. The corporate name shall be the Lake Erie & Pacific Railroad Company. 2d. The amount of capital stock to be $1,000,000, to be divided into 20,000 shares of $50 each. 3d. Number of directors to be seven. Present directors, G. B. Bush, T. Beeson, and A. White, of Indiana; Geo. P. Eddy, John D. Fay, and N. E. Paine, of New York; and La Q. Rawson, of Ohio. 4th. It shall be the duty of the directors to manage the affairs of said company. 5th. Said road shall extend from Rushville, Rush Co., Ind., through the counties of Rush, Fayette, Wayne, and Randolph, to a point on the cast line of said Randolph county, in said State, at or near Union, at the southern terminus of the Fremont & Indiana Railroad, being the distance of sixty miles, or thereabout. Said road shall pass through or into no other counties." Said articles are signed by the subscribers to the capital stock, setting forth the place of residence of each subscriber, and the number of shares so subscribed by him. The original is endorsed, "Articles of association of the L. E. & P. R. R. Co., filed in the office of Secretary of State, Oct. 6th, 1860." The Secretary of State of Indiana certifies the foregoing to be a full and true copy of the original on file in his office. Alfred B. Williams testified, as follows: "I acted as agent of the Lake E. & P. R. R. Co. for three years, commencing during the first year of its organiza tion. The greater portion of the grading was done, and 80,000 cross-ties were purchased and delivered on the road, Directors and officers were elected, and continued to be up to the consolidation. North of Cambridge all the road (33 miles) was graded except five miles, and the grubbing was done on this. Some culverts were also made, but no bridging was done. There were to be two bridges. South of Cambridge half of the grading had been done-about ten Paine and Others v. The Lake Erie and Louisville R. R. Company. miles was done. Forty thousand dollars had been expended." The plaintiff then offered in evidence a sworn and certified copy of the articles of consolidation between the Lake E. & P. R. R. Co. and the Fremont, L. & U. R. R. Co., from the office of the Secretary of State of Indiana. The defendants objected to the same. The court overruled the objection, and permitted the copy to be read in evidence. To which ruling of the court the defendants excepted. Said articles of consolidation were entered into on the 8th of December, 1864. Among other things said articles recite, that the corporate name of the consolidated company shall be the Lake Erie & Louisville Railroad Company. That the capital stock shall be six million dollars, divided into one hundred and twenty thousand shares of fifty dollars each. That the basis of the consolidation is to be as follows: The stockholders of the Lake Erie & Pacific Railroad Company, on the surrender of their stock to the consolidated company, shall receive stock certificates from the consolidated company for the amount of stock so surrendered in exchange thereof; and the stockholders of the Fremont, Lima & Union Railroad Company, on a like surrender of their stock, shall receive like certificates, with sixty per cent. added thereto, to equalize the stock representations of the two companies. The directors of each of said companies caused their president to officially sign this agreement, and affix the official seals of said companies. (Signed.) LA Q. RAWSON, President of the Lake Erie & Pacific R. R. Co. ROYAL JENNINGS, [L. S.] [L. S.] Secretary Lake Erie & Pacific R. R. Co. President Fremont, Lima & Union R. R. Co. R. W. B. McLELLAN, Secretary Fremont, Lima & Union R. R. Co. Paine and Others v. The Lake Erie and Louisville R. R. Company. On the 13th of December, 1864, the directors of the F., L. & U. R. R. Co. met in their office, and the following proceedings were had: The articles of consolidation, above set forth, were approved and adopted, and ordered to be submitted to the stockholders of said company, at a meeting thereof to be held in Fremont, Ohio, January 14th, 1865. The Secretary of said company certifies that such meeting of the stockholders was held as ordered, and that more than two-thirds. of all the votes (each share representing a vote) were given for the adoption of the contract of consolidation. On the 8th of December, 1864, the directors of the Lake Erie & Pacific R. R. Co. held a meeting at their office, and the following proceedings were had: The articles of consolidation, above set forth, were adopted and ordered to be submitted to a meeting of the stockholders of their company to be held for that purpose at Cambridge City on the 18th of January, 1865. The secretary of said company certifies that such meeting of the stockholders was held as ordered, and that more than two-thirds of all the votes (each share representing a vote) were given for the adoption of said contract of consolidation. The Secretary of State for the State of Indiana certifies, that the above and foregoing is a full, complete, and true copy of the consolidation contract, filed in his office Febru ary 4th, 1865. The Secretary of State for the State of Indiana certifies, under oath, that, as such officer, he has custody of the original articles of association of the F., L. & U. and the Lake E. & P. Railroad Companies; that the foregoing is a true and full copy of the original; that said original has remained unaltered from its date to the best of his belief; that said original was demanded of him by an agent of said consolidated company, and that he declined to give it up, or allow it to be withdrawn from his office. The plaintiff then offered in evidence an act of the General Assembly of the State of Ohio, passed April 10th, 1856, |