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By-Laws of the Central Pacific
Railroad Company of California
Incorporated: June 28, 1861
By-Laws
OF THE
CENTRAL PACIFIC RAILROAD COMPANY
OF CALIFORNIA.
Fiscal and Business Year
Section 1. The fiscal and business year of this company shall commence on the first day of January, and terminate on the last day of December in each year, and shall be divided into four business periods, or quarters, each terminating on the last days of March, June, September and December, respectively.
Annual Meeting
Sec. 2. The annual meeting of the stockholders of this company shall be held on the second Tuesday of July in each year, at the office of the company, or at such other place, in the city of Sacramento, as shall be appointed by a resolution of the Board of Directors, at which an election for nine Directors shall be held, to serve for the ensuing year, and until their successors are elected, said election to commence at ten o'clock A.M., and close at two o'clock P.M. of the same day. In case the said annual meeting in any year should not, for any cause, be held on said day, some other time shall be appointed within ninety days thereafter, by a resolution of the Board of Directors, at which a special meeting of the stockholders shall be held for the purpose aforesaid.
Quorum & Notice of Meetings of the Stockholders
Sec. 3. No business shall be transacted at any annual or special meeting of the stockholders, unless at least a majority in value of the stockholders shall attend in person, or by written proxy. At least thirty days' notice shall be given by the Secretary, of the time when, and place where, the annual or any special meeting of the stockholders shall be held; such notice shall be published in one newspaper in each county through which the road shall run.
Election of Directors
Sec. 4. All elections held by this company for the election of Directors shall be public to the stockholders. The President, or in his absence the Vice-President, of the company, together with one Director, and one stockholder, who is not at the time a Director, both to be chosen and appointed by the Board of Directors, for that purpose, shall act as the Judges of election, receive, count and canvass the votes, and declare the result without delay. The Secretary shall be tally clerk, and shall keep a regular tally list of all Votes cast at said election, and preserve the same in his office. At such election, and in all other acts and proceedings at such melting, and all other meetings of the stockholders, each stockholder shall be entitled to one vote for each share of stock owned by him ten days next preceding such election. The vote for the election of Directors shall be taken by ballot, and each voter shall indorse on his ballot, his name, the number of votes to which he is entitled, and the names of the persons for whom he votes for Directors. The said Judges of election and Secretary shall, at the close of such election, certify the result thereof to the Board of Directors. In the absence of any officer of election, his place shall be filled by the stockholders present as the opening of the election.
List of Stockholders; Proxys
Sec. 5. At all meetings of the stockholders, absent members may to by proxy duly authorized in writing, signed by the stockholders granting them, and they shall be filed with the Secretary – and that all may know who are stockholders, it shall be the duty of the Secretary, previous to every meeting thereof, to make an alphabetical list of all stockholders, with the number of votes each is entitled to cast, set opposite his or her name, and have the same present at such meeting for the use of the officers and members thereof.
Location of the Office of the Company
Sec. 6. The office of the company, and of the President, Vice-President, Secretary, Treasurer, and Chief Engineer, with the books and papers thereto belonging, shall he kept in the city of Sacramento.
Meetings of the Board of Directors
Sec. 7. The regular monthly meetings of the Board of Directors shall be held on the first Mondays of each month, at two o'clock in the afternoon, at the office of the company, unless otherwise specially directed by the Board, and five or more of the Directors shall constitute a quorum at all meetings for the transaction of business; but no debt shall be contracted without a resolution or order passed by at least five votes, and regularly entered upon the record of the proceedings of the Board. Special meetings may at any thus be called by the President, or any three members of the Board, to convene at such time and place as may be appointed; but it shall require a majority of the whole Board to adopt any measure.
Election of Officers
Sec. 8. There shall be elected by the Directors, at their first meeting after the annual election of Directors, which shall be within five days thereafter, or at such subsequent meeting of the Board as said election may be adjourned to, from among their number, a President, Vice-President, and a Treasurer; and also a Secretary, who need not necessarily be a Director, who shall hold their offices for the term of one year, and until their successors are elected and qualified, unless previously removed. The Secretary and Treasurer, before entering upon the duties of their offices, shall each give a bond, payable to the company, conditioned for the faithful discharge of their duties, with good and sufficient sureties, to be approved by the Board, in such penal sums the Board may require, and such bonds, or either of them, may be increased and additional security given at any time the Board may see proper to require it.
Duties of the President
Sec. 9. The President of the company shall have a general supervision and direction, subject to the order of the Board of Directors, of the business and affairs of the company, and shall preside at all meetings of the Board of Directors and of the stockholders, when present in person. The Vice-President shall exercise all the powers and duties of the President, whenever the President shall be absent, or unable from any cause to discharge his duties in person. In the absence of the President and Vice-President, a President pro tem. may be appointed by the Directors, who shall discharge the duties of the President at any such meeting of the Directors. It shall, further, be the duty of the President, unless otherwise specially ordered, to sign all certificates of stock, deeds, bonds, contracts, writings obligatory, checks or warrants on the Treasurer, and all papers of whatever nature or kind to which the company is a party, under such rules and regulations as may be established by the By-Laws, or from time to time adopted by resolution, or otherwise, of the Board of Directors. He shall have the custody of the corporate seal of the company, and affix the same to all instruments requiring a seal.
Duties of the Secretary
Sec. 10. The Secretary of the company shall attend all meetings of the Board, keep a fair and accurate account of their proceedings, and of the stockholders, when met for the transaction of business, make out a monthly and annual statement and balance sheet at the end of each month and fiscal year, up to and including the last days of each said months and year, showing the financial condition of the company at each of said periods, and lay the same before the Board at the next regular meeting after the expiration of said quarter and year; keep an accurate account with each contractor, and all persons having dealings with the company, and an account of the whole property of the company, in what it consists, where situated, and in whose hands intrusted; and shall also keep an accurate account with each of the stockholders relative to the amount of stock by him held, the amount paid thereon, the amount of dividends declared and paid; also give an order to the Treasurer to receive any sum of money paid to the company, and upon receiving from the Treasurer a memorandum of any sum of money received by him, to make a proper entry thereof in his books, giving the party a receipt therefor if required; also keep an accurate account with the Treasurer, and generally to keep a full account of the whole amount of the receipts and revenues of the company, of whatever kind or from whatever source, and of the whole amount of disbursements and expenditures of the company, for whatever purpose; 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 to the margin or such book; he shall countersign all checks, or warrants, drawn on the Treasurer, and all other instruments in writing to which the company is a party, when required by the Board of Directors, or the President; he shall keep all other books, and perform all other duties, that pertain to his office, and required by law, or by the Board of Directors. It shall also be the duty of the Secretary to keep, in a book provided for that purpose, to be called "Record of Meetings" a correct record of the proceedings at each meeting of the company, and the stockholders, and of the Board of Directors; showing therein the name of each Director present at the opening of each meeting of the Board, and at what stage of the proceedings any Director previously absent may appear, and also at what stage of the proceedings any Director may obtain leave of absence; and to sign the minutes of each meeting, with the President or other presiding officer. Such record shall also show the name of each Director voting against any proposition, whenever any Director may require the same to be placed upon the record. Prior to the adjournment of each meeting of the company, or of the stockholders, or of the Board of Directors, the record of the proceedings of such meeting shall be read and approved, The Secretary shall also keep a book, to be called "Record of Corporation Debts," in which be shall record all written contracts of the Directors, and a succinct statement of the debts of the company, the amount thereof, and with whom made, which book shall at all times be open to the inspection of any stockholder, or any party in interest; aid when any contract or debt shall be paid or discharged, he shall make a memorandum thereof in the margin, or in some convenient place in the record where the same is recorded. The Secretary shall also keep a book to be known and labeled as the "Book of Stockholders," in which he shall set forth the names, alphabetically arranged, of all persons who are, or shall have been, stockholders of said company, with their place of residence, if known, the number of shares of stock held by each stockholder, respectively, the time when each stockholder became the owner of such share or shares, the amount of cash actually paid to the company by them respectively for such stock; also the time when such person shall cease, or may have ceased, to be a stockholder; which book, during the office hours of said Secretary, to wit: from the hour of ten o'clock A.M. to two o'clock P.M. of each day (Sundays excepted), shall be open for the inspection of stockholders and creditors of the company, and their personal representatives, at the office of said Secretary. The Secretary shall also keep a book to be known as the "Stock Transfer Book," in which all transfers of stock shall be duly entered and recorded, but no transfer of stock shall be entered or recorded therein, until all previous calls, assessments and installments thereon, and all other indebtedness and liability of such stockholder to the company, shall have been fully paid into the company, nor where less than twenty per cent. has been paid thereon, until such transfer shall have been approved by the Board of Directors, nor unless such transfer shall be made in writing by the owner of the same, or by some person duly authorized in writing by the owner to make the same; such transfer and authority to be duly acknowledged before some officer, the same as required by the statutes of this State relating to the acknowledgment of conveyances of real estate. The entry of such transfer in said book shall set forth the person by whom and to whom such transfer is made, the number and designation of the shares, and the date of such transfer: which entry and record of such transfer shall be duly attested by the Secretary. The Secretary shall also keep a book, showing and giving an accurate description of all lands held or owned by the company, including all lands received by the company to aid in the construction of their Railroad; and also proper books, showing all sales and conveyances of such lands, with the date of such sale, the amount thereof, the name of the purchaser, the description of the property, and the terms of the sale. It shall also be the duty of the Secretary to issue and cause to be served or published, all notices of meetings of the company, and or the stockholders and Board of Directors, so far its may be required by the laws of this State, or the By-Laws of the company, and such other notices as may be ordered by the Board or Directors; to sign all bonds, bills, notes, checks, and other evidences of debt, issued by the company ; and also all deeds, mortgages, contracts, agreement, orders and instruments in writing, entered into or executed by the company, and to keep a full and correct account of the same.
Duties of the Treasurer
Sec. 11. The Treasurer of the company shall receive, take charge of, and safely keep and disburse, under the order and regulations of the Board, all moneys, goods, chattels, credits, and evidences of debt of every kind, belonging to the company, coming into his bank or appropriately belonging to his department. He shall, upon the order of the Secretary, collect and receive all assessments levied upon stock, and receive all dues and receipts of the company, from every source, giving the party paying a memorandum thereof; the same to be delivered to the Secretary. He shall, after office hours of each day, deliver to the Secretary an abstract of all sorts of money received or disbursed by him on said day, and no money shall be disbursed by the Treasurer except upon the check or warrant of the President, countersigned by the Secretary. He shall take, keep, and carefully preserve, all vouchers in support of all disbursements which he may make by order of the Board. All moneys and evidences of debt of every kind received by, him, shall at once be passed to the credit of the company on his books, and the same account charged with all warrants drawn on him when paid; and he shall also keep accurate accounts of all and every transaction appropriately belonging to the duties of his office, in appropriate books provided for that purpose, which shall be at all times open for the inspection of the President, Secretary, or any member of the Board; and he shall also render a monthly and annual account and statement, at the end of each month and fiscal year, or oftener if required by the Board, of till receipts and disbursements by him made during the preceding month or year, or for any other period, and lay the same before the Board at the next meeting after the expiration of said month or year, and at any other time or for any other period that may be required by the Board.
Sec. 12. A Chief Engineer, when appointed, shall hold his office during the pleasure of the Board of Directors. It shall be his duty, under the direction of the Board, to take charge of the surveys, location, and construction of the road, and direct the operations of all branches of the Engineer service; superintend the construction of all work under contract, and by himself, or assistants, to direct and control all contractors in the performance of their work, pass upon and accept, or reject, all work performed, and give certificates of estimates for the payments due for all work performed agreeably to contract, and make a full report monthly, or oftener if required, of all matters connected with his department, and submit such estimates of future operations as the business of the company and progress of the work may render proper and necessary.
Duties of the Company Attorney
Sec. 13. There shall be appointed by the Board, an attorney for the company, who shall hold his office during the pleasure of the Board, who shall be the legal adviser of the company, and have the care and management, subject to the control of the Board, of all suits, causes, actions, and litigated matters of every description in which the company shall be a party, or be interested. He shall also perform such other professional duties as shall be required by the Board; he shall have the general supervision, management and control of all matters appertaining to the title of all real estate in which the company is interested.
Appointment of Subordinate Officers and Agents
Sec. 14. All subordinate officers and agents of the company shall be appointed or employed by the Board of Directors, President, or Chief Engineer, in the several divisions of the service, as may be provided by resolution of the Board from time to time, and the duties and compensation of all such officers and agents shall be regulated by the Board.
Power of the Board to Fill Vacancies;
Removal Subordinate Officers and Agents
Sec. 15. The Board of Directors shall have power at any time, by a vote of a majority of the entire Board, to fill any vacancy that may occur in their body, by death, resignation, or otherwise; also, by a like vote, to remove any officer of its own appointment, or that may have been appointed or employed by any officer of the company, and the President or Chief Engineer may remove, at pleasure, any subordinate officer or agent, in their respective departments assigning reasons, if required, to the Board of Directors, at their next meeting, as to the cause of their removal.
Form of Elections by the Board;
Appointment of Committees
Site. 16. All elections by the Board shall be by ballot, unless by a unanimous consent, when the vote may be taken viva voce. All committees shall be appointed by the President, unless otherwise ordered by the Board, or declared by these By-Laws.
Subscriptions of Stock
Sec. 17. The Board of Directors shall, from time to time, prescribe the manner, place and times of taking up subscriptions to the capital stock of the company, but no subscription of the stock shall be binding on the company until the same shall have been approved by a resolution of the Board.
Assessments on Stock
Sec. 18. Installments or assessments on the stock subscribed shall be levied, demanded, and called in from time to time, in such manner and at such times as shall be required by a resolution of the Board of Directors, agreeably to, and in the manner required by law; and if any installment or assessment go levied, demanded and called in, on any share or shares of stock, shall remain unpaid after notice given or published of such assessments or install motifs being due, as required by law, agreeably to such call and regulation of the Board, the Board may, at their option, proceed to collect the same in the manner, and to the extent prescribed by law, or they may proceed to sell such share or shares of stock, or so much thereof as may be necessary to pay the installments or assessments then due on such share or shares, together with the expenses of such sale, at public auction, at the office of the company in the city of Sacramento. Such sale of shares of stock shall be held at the office of the company between the hours of ten o'clock A.M. and two o'clock P.M. of the day fixed for such sale, and to be made by the Secretary, to the highest bidder at public auction; and the person who will agree to pay the assessment due, together with the expense of advertisement, and the other expenses of the sale, for the smallest number of whole shares, shall be deemed to be the highest bidder, Notice of such sale shall be given by publication in some daily newspaper published in the city of Sacramento, at least for three weeks before the day of sale, and such notice shall specify the time and place of the sale, the name of the stockholder holding the shares of stock on which the unpaid assessment is due, the number of shares to be offered for sale, designating them by their numbers, and the amount of such unpaid assessment. Upon payment of the amount of the purchase money, the Secretary shall execute to the purchaser at such sale, a certificate of sale, under the seal of the company, conveying all the interest of the delinquent stockholder in such shares thus sold, and setting forth the sale and purchase, the number of shares of stock sold, designating them by their numbers, to whom sold, and the amount of the purchase money, and enter and record the same upon the "Stock Transfer Book;" which sale and entry shall operate as a complete and valid transfer and conveyance of all the interest of such delinquent stockholder in such snares of stock to such purchaser. If the purchaser shall fail or neglect to pay the purchase money at such sale, the Secretary shall immediately proceed and re-offer such shares of stock for sale, and such delinquent purchaser shall not be allowed to bid thereon at such re-sale.
Transfer of Stock
Sec. 19. The stock of the company shall be transferable upon the books of the company, upon a proper written assignment and delivery to the assignee of the receipts for the installments and assessments paid on such stock, or the certificate of such stock, if one has been issued; and all such transfers of stock must be in writing, signed by the owner of such stock, or by some person by him lawfully authorized so to do; such transfer, and the power or authority to make the same, if made by one not the owner, to be witnessed and attested by the Secretary, or duly acknowledged in the manner and form, and before an officer, as required by the statutes of this State relating to the acknowledgment of conveyances of real estate; and such transfer, and the power or authority to execute the same, as well as the certificate of such stock, If one has been issued, shall, before the entry of such transfer on the "Stock Transfer Book" of the company, be delivered to the Secretary to be flied in his office among the papers of the company; such transfer of stock may also be made and signed directly upon the "Stock Transfer Book," the same being duly witnessed and attested by the Secretary. But no transfer or conveyance of any stock shall be made until all previous calls, assessments and Installments thereon, and all Indebtedness and liability of every kind from such stockholder to the company shall have been fully paid; nor, where less than twenty per cent. has been paid thereon, until such transfer has been approved by the Board of Directors; and all voluntary transfers and conveyances of stock shall be subject to the approval of the Board of Directors, and when not so approved, the same shall be inoperative, and no entry thereof shall be made upon the "Stock Transfer Book" of the company.
Issuance and Form of Certificates of Stock
Sec. 20. Certificates of stock shall be issued only for fully paid stock, and shall be of such form and device 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 issuance, the number of shares for which, and the name of the person to whom it is issued. Several certificates may be issued to the same person; provided, that in the aggregate they do not exceed the 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 the name of the shareholder expressed in the corresponding certificate. The surrendered certificates shall in all cases be canceled by the Secretary, before issuing a new one in lieu thereof. In all cases where a certificate of stock shall have been issued for any share of stock, no transfer of such share shall be made on the "Stock Transfer Book" until such certificate shall have been returned to the company; and in case of the alleged loss or destruction of a certificate of stock, due proof of such loss or destruction shall be made, and a sufficient bond of indemnity against any loss or damage the company may sustain should said certificate afterward re-appear, shall be executed to the company, before a duplicate thereof shall be issued, and before any transfer of such share shall be entered on the "Stock Transfer Book."
Disbursements
Sec. 21. All disbursements shall be made on warrants drawn upon the Treasurer, by the President and Secretary, but no such warrant shall be drawn without the order or the Board. Each warrant so drawn shall refer to the number of the account as allowed by the Board.
Contracts
Sec. 22. All contracts made by the Board of Directors, or any officer, agent or employee of the company, shall be subject to, and shall contain, the express stipulation, that no stockholder of the company shall be individually or personally liable or bound for the debts of the company beyond or exceeding the actual amount of stock by him subscribed or held, and all contracts not containing or subject to such stipulation shall be void, and neither the Board of Directors nor any officer, agent, or employee of the company, nor any other person, shall have any power or authority to bind the company or the stockholders, by any contract or agreement, unless the same shall contain such stipulation.
Order of Business Before the Board
Sec. 23. The order of business before the Board, shall be as follows:
When a quorum appears, the President shall call the Board to order.
| First. | Reading of the minutes. |
| Second. | Report of Committees. |
| Third. | Secretary's reports. |
| Fourth. | Treasurer's reports. |
| Fifth. | Engineer's reports. |
| Sixth. | Written Communications read and disposed of. |
| Seventh. | Unfinished business. |
| Eighth. | New business. |
Prior to adjournment, the proceedings of the meeting shall be read, amended, if necessary, and approved by the Board.
Alteration or Amendment to By-Laws
Sec. 24. No alteration or amendment shall be made in these By-Laws,
unless presented at a regular meeting of the Board, and considered at a
subsequent meeting thereof; but any by-law, except No. 22, may be suspended
by the vote of not less than two-thirds of the Directors present.
Courtesy of the Bruce C. Cooper Collection.
From: "THE INDUSTRIAL AND FINANCIAL RESOURCES OF THE UNITED STATES OF AMERICA, as developed by the official returns of the Northern and Southern States and Territories, with an APPENDIX containing a detailed description of Federal, State, and City securities, railroad and canal bonds and shares, bank shares, etc. from statements nearest Jan. 1, 1863, and the CHARTERS OF THE UNION PACIFIC RAILROADS, the GENERAL RAILROAD LAW OF CALIFORNIA, and the BY-LAWS OF THE CENTRAL PACIFIC RAILROAD CO. OF CALIFORNIA." Published by SAMUEL HALLETT, Banker and Railroad Negotiator, NEW YORK, 1864.
