Yosemite Valley Railroad - Articles $3,000,000 Debt

YOSEMITE VALLEY RAILROAD COMPANY
CERTIFICATE OF CREATION OF BONDED INDEBTEDNESS IN THE SUM OF
$2,000,000.00.
XXXXXXXXXXXX We, the undersigned, being the President and Secretary and all of the members of the Board of Directors of the YOSEMITE VALLEY RAILROAD COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State aforesaid, do hereby certify as follows, viz:

XXXXXXXXXXXX (1) That at a meeting of the Board of Director of the said Yosemite Valley Railroad Company, which was duly called and held on Tuesday, the 30th day of August, 1904, at the office of the said Company in the City and County of San Francisco, a resolution, of which a true copy is hereunto annexed and marked "Exhibit A", was duly and regularly adopted by the unanimous vote of the Directors; and

XXXXXXXXXXXX (2) That under and pursuant to the said resolution adopted by the Board of Director of the said corporation as aforesaid, the Secretary of the said corporation gave notice of the meeting called by the said resolution in the manner and for the time as prescribed by law and by the said resolution, as more fully appears by an affidavit duly made by L. Foster Young, who is the Secretary of this corporation, on the 3rd day of October, 1904, a true copy whereof is hereunto annexed, marked "Exhibit B", and made a part hereof, and also by an affidavit duly made by E. C. Luchessa, on the 3rd day of November, 1904, a true copy whereof is hereunto annexed, marked "Exhibit C", and made a part hereof; and

XXXXXXXXXXXX (3) That all and singular the allegations of fact set forth and averred, in the said affidavits, copies whereof are hereunto annexed and marked respectively "Exhibit B" and Exhibit C" as aforesaid, are true; and

XXXXXXXXXXXX (4) That a meeting of the stockholders of the said Yosemite Valley Railroad Company was held in Room No. 58 on the 4th Floor of the Nevada Block, which is situate on the northwesterly corner of Pine and Montgomery Streets in the said City and County of San Francisco, which is the office and principal place of business of the said corporation and the place where the Board of Directors of said corporation usually meet, on Thursday, the 3rd of November, 1904, at the hour of two o'clock in the afternoon of the said day, for the purpose of taking into consideration and voting upon the question of creating a bonded indebtedness of the said corporation in the sum of two million dollars ($2,000,000.00), pursuant to the call made by the aforesaid resolution adopted by the Board of Directors of the said corporation, and to the aforesaid notice of such meeting; and

XXXXXXXXXXXX (5) That at the said meeting of the stockholders of the said Yosemite Valley Railroad Company, which was duly called and held as aforesaid, there were present Mr. Frank G. Drum, Mr. Wm. B. Bosley, Mr. Thomas Turner and Mr. John S. Drum; that at that time and at all times since the 30th day of August. 1904 Mr. Frank G. Drum owned five (5) shares; Mr. Wm. B. Bosley owned five (5) shares; Mr. Thomas Turner owned five (5) shares and Mr. John S. Drum owned nine hundred and eighty (980) shares of the capital stock of the said corporation; and that Mr. L. Foster Young, who at the time of the said meeting and at all times since the 30th day of August, 1904, owned five (5) shares of the capital stock of the said corporation, was absent from the said meeting; and that the whole number of shares of the said corporation which have been subscribed for and issued is one thousand (1000) of the par value of one hundred dollars ($100.00) each, or ten thousand dollars ($10,000.00); and that because of the absence of said L. Foster Young, who was at the time and still Secretary of the said corporation, the said meeting of the stockholders was adjourned by the unanimous vote of the stockholders present, to Thursday, the 10th day of November, 1904, at the hour of 2 o'clock in the afternoon of said day; and

XXXXXXXXXXXX (6) That pursuant to the adjournment of the said meeting of the stockholders of the Yosemite Valley Railroad Company which was held as aforesaid on the 3rd day of November, 1904, the stockholders of the said Yosemite Valley Railroad Company met in Room No. 58 in the said Nevada Block, which is the office of the said corporation, and the place where its Board of Directors usually meet, on Thursday, the 10th day of November 1904, at the hour of 2 o'clock in the afternoon of said day for the purpose of taking into consideration and voting upon the question of creating a bonded indebtedness of the said corporation in the sum of two million dollars ($2,000,000.00); and

XXXXXXXXXXXX (7) That at the said meeting of the stockholders of the said Yosemite Valley Railroad Company which was held as herein before set forth on the 10th day of November, 1904, the holders and owners of all of the said Company's subscribed capital stock viz, Mr. Frank G. Drum, Mr. Wm. B. Bosley, Mr. Thomas Turner, Mr. L. Foster Young, and Mr. John S. Drum, were present; and

XXXXXXXXXXXX (8) That at the said meeting of the stockholders, called and held as aforesaid on the 10th day of November, 1904, there was duly adopted by the unanimous vote of the stockholders present, one thousand votes being cast in the affirmative and none in the negative, a resolution, a true copy whereof is hereunto annexed marked "Exhibit D" and made a part hereof; and

XXXXXXXXXXXX (9) That the amount of the bonded indebtedness created and authorized by the stockholders of the said corporation at the aforesaid meeting was and is the sum of two million dollars ($2,000,000.00); and

XXXXXXXXXXXX (10) That the By-Laws of the said Yosemite Valley Railroad Company do not and never have prescribed the paper in which notices of meeting of the Board of Directors or of the stockholders of the said corporation are published; and

XXXXXXXXXXXX (11) That all and singular the provisions of subdivisions 1, 2, 3 and 4 of section 359 of the Civil Code of the State of California, in so far as the same relate to the creation of the bonded indebtedness of corporations, have been complied with by the stockholders and board of Directors of the said corporation.

XXXXXXXXXXXXIN WITNESS WHEREOF on this 16th day of November, 1904, the said President and Secretary have hereunto set their hands and affixed the seal of the said corporation, and all of the members of the said Board of Directors have hereunto set their hands.

SEAL

MEMBERS OF THE BOARD OF
DIRECTORS OF THE YOSEMITE
VALLEY RAILROAD COMPANY

Signed F. G. Drum
President of the Yosemite
Valley Railroad Company

Signed L. Foster Young
Secretary of the Yosemite
Valley Railroad Company

Signed F. G. Drum
Signed Thomas Turner
Signed Wm. B. Bosley
Signed John S. Drum
Signed L. Foster Young

EXHIBIT A.
XXXXXXXXXXXXBE IT RESOLVED by the Board of Directors of the Yosemite Valley Railroad Company that a meeting of the stockholders of this corporation be and the same is hereby called for the purpose of taking into consideration and voting upon the question of creating a bonded indebtedness of this corporation in the amount of two million dollars ($2,000,000.00) to be represented by two thousand (2,000) bonds of the par value of one thousand dollars ($1,000.00) each, payable in gold coin of the United States of America in forty (40) years from the date thereof, bearing interest at the rate of five (5) per cent. per annum payable semi-annually in like gold coin, and securing the payment of such bonded indebtedness by a dead of trust in the nature of a mortgage of all of the property of this corporation, now owned and hereafter to be acquired by it, such bonds and such deed of trust to be in such form and to contain such terms and provisions as shall be adopted and approved by the Board of Directors of this corporation; and that such meeting of the stockholders of this corporation shall be held in Room No. 58 on the 4th floor of the Nevada Block which is situate on the northwesterly corner of Pine and Montgomery Streets in the City and County of San Francisco, State of California, which is the office and principal place of business of this corporation, and the place where its Board of Directors usually meet, on Thursday, the 3rd day of November, 1904, at the hour of 2 o'clock in the afternoon of said day; and that notice of such meeting be given to the stockholders of this corporation by the Secretary thereof, by publishing once a week for at least sixty (60) days before the said 3rd day of November, 1904, in The Recorder, a newspaper published in the said City and County of San Francisco and by addressing and mailing, with the postage thereon fully prepaid, at least thirty days before the 3rd day of November, 1904, to each of the stockholders of this corporation whose names appear on the books thereof, if sufficiently addressed or identified, at his place of residence, if known, but, if not not known, then at the place in which the principal place of business of this corporation is situate, a notice in the following form:
YOSEMITE VALLEY RAILROAD COMPANY.
NOTICE OF STOCKHOLDERS' MEETING CALLED FOR THE PURPOSE
OF CREATING A BONDED INDEBTEDNESS.
XXXXXXXXXXXXNOTICE IS HEREBY GIVEN that by and pursuant to a resolution duly adopted at a regular meeting held Tuesday, the 30th day of August, 1904, by the Board of Directors of the Yosemite Valley Railroad Company, a corporation duly organized and existing under and by virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State of California, a meeting of the stockholders of the said Yosemite Valley Railroad Company has been called and will be held in Room No. 58 on the 4th floor of the Nevada Block, situate on the northwesterly corner of Pine and Montgomery Streets in the City and County of San Francisco, State aforesaid, which is the office and the place where its Board of Directors usually meet, on Thursday, the 3rd day of November, 1904, at the hour of 2 o'clock in the afternoon, of said day for the purpose of then and there taking into consideration and voting on the question of creating a bonded indebtedness of the said corporation the sum of two million dollars to be represented by two thousand bonds of par value of one thousand dollars each, payable in gold coin of the United States of America, in forty years from the date thereof, bearing interest at the rate of five per cent. per annum, payable semi-annually in like gold coin, and of securing the payment of such bonded indebtedness by a deed of trust in the nature of a mortgage of all of the property of said corporation, now owned and hereafter to be acquired by it, such bonds and deed of trust to be in such form and to contain such terms and provisions as shall be adopted and approved by the Board of Directors of said corporation.

Dated August 31, 1904.

By order of the Board of Directors L. FOSTER YOUNG
Secretary of the
Yosemite Valley
Railroad Company.

EXHIBIT B.

IN THE MATTER OF THE CREATION OF THE
BONDED INDEBTEDNESS OF THE
YOSEMITE VALLEY RAILROAD COMPANY.
STATE OF CALIFORNIA
City and County of San Francisco
XXXXXXXXXXXXL. FOSTER YOUNG, being first duly sworn, deposes and says: That he was on the 1st day of September, 1904, and at all times since has been and now is the duly appointed, elected, qualified and acting Secretary of the Yosemite Valley Railroad Company, a corporation duly organized and existing under and by virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State aforesaid;

XXXXXXXXXXXXThat on the 1st day of September, 1904, he addresses a true copy of the notice, a copy of which is hereto annexed and made a part hereof, to each of the stockholders of the said Yosemite Valley Railroad Company, Company's books as a stockholder thereof, and deposited the same in the United States Post Office of San Francisco, and that the postage on each of the said notices was fully prepaid. That each of the said notices was enclosed in a separate sealed envelope; that one of the said envelops with the notice therein contained was addressed to Thomas Turner, Esq., 1400 San Jose Avenue, Alameda, California; that one of the said envelops with the notice therein contained was addressed to Mr. John S. Drum, 1940 Vallejo Street, San Francisco, California; that one of the said envelops with the notice therein contained was addressed to Wm. B. Bosley, Esq., 1617 Telegraph Avenue, Oakland, California; that one of the said envelops with the notice therein contained was addressed to Mr. L. Foster Young, 407 Cole Street, San Francisco, California; that one of the said envelops with the notice therein contained was addressed to Frank G. Drum, Esq., 1940 Vallejo Street, San Francisco, California; that on the said 1st day of September, 1904, said Thomas Turner, actually resided at 1400 San Jose Avenue, Alameda, State of California; that said John S. Drum actually resided at 1940 Vallejo Street, San Francisco, State of California; that said Wm. B. Bosley actually resided at 1617 Telegraph Avenue, Oakland, State of California; that said L. Foster Young actually resided at 407 Cole Street, San Francisco, State of California; that said Frank G. Drum actually resided at 1940 Vallejo Street, San Francisco, State of California, and that said persons have ever since continued to reside at the places aforesaid; that the said Thomas Turner, John S. Drum, Wm. B. Bosley, L. Foster Young, and Frank G. Drum were, on said 1st day of September, 1904, ever since have been and now are the holders and owners of all of the shares of the subscribed and issued capital stock of said corporation, and so appeared upon the books of the said corporation.

Subscribed and sworn to before me
this 3rd day of October, 1904.
GEO. T. KNOX
Notary Public in and for the City
and County of San Francisco,
State of California.

L. Foster Young.

THE RECORDER EXHIBIT C.
City and County of San Francisco
STATE OF CALIFORNIA

E. C. Luchessa, of the said City and County, having been first duly sworn, deposes and says:

XXXXXXXXXXXXThat he is a citizen of the United States; that he is and at all the time hereinafter mentioned was over twenty-one years of age, and competent to be a witness on the hearing of the matters mentioned in the printed notice hereinafter set forth; that he has no interest whatsoever in the same; that he is the Principal Clerk of the Printers and Publishers of "THE RECORDER," a newspaper of general circulation, printed and published daily (Sundays excepted) in the City and County of San Francisco, State of California.

That deponent, as such Clerk, during all the times mentioned in this affidavit has had, and still has, charge of all the advertisements in said newspaper.

That an advertisement of____________notice of Stockholders' meeting of the
________YOSEMITE VALLEY RAILROAD COMPANY,
of which the following is a printed copy:

{Copy of news clip} was published in the above named newspaper (Sundays excepted) for a
period of once a week for sixty (60) days;_________________
that is to say, on the following dates, to wit;
September 1st, 8th, 15th, 22nd and 29th, 1904;____October 6th, 13th
_______20th and 27th, 1904; and November 3rd, 1904.
and further deponent sayeth not.

Subscribed and sworn to before me
this______third___________day of
______November,__________ 1904.
(SEAL)
CHARLES R. HOLTON.
Notary Public in and for the City and County of San
Francisco, State of California.

E. C. LUCHESSA.

Clip referred to in the various exhibits

STOCKHOLDERS' MEETING. YOSEMITE VALLEY RAILROAD COMPANY. XXXXXXXXXXXXNotice of stockholders' meeting called for the purpose of creating a bonded indebtedness, XXXXXXXXXXXXNotice is hereby given that by and pursuant to a resolution duly adopted at a regular meeting held Tuesday, the 30th day of August, 1904, by the Board of Directors of the Yosemite Valley Railroad Company, a corporation duly organized and existing under and by virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State of California, a meeting of the stockholders of the said Yosemite Valley Railroad Company has been called and will be held in Room No. 58 on the 4th floor of the Nevada Block, situate on the northwesterly corner of Pine and Montgomery Streets in the City and County of San Francisco, State aforesaid, which is the office and the place where its Board of Directors usually meet, on Thursday, the 3rd day of November, 1904, at the hour of 2 o'clock in the afternoon, of said day for the purpose of then and there taking into consideration and voting on the question of creating a bonded indebtedness of the said corporation the sum of two million dollars to be represented by two thousand bonds of par value of one thousand dollars each, payable in gold coin of the United States of America, in forty years from the date thereof, bearing interest at the rate of five per cent. per annum, payable semi-annually in like gold coin, and of securing the payment of such bonded indebtedness by a deed of trust in the nature of a mortgage of all of the property of said corporation, now owned and hereafter to be acquired by it, such bonds and deed of trust to be in such form and to contain such terms and provisions as shall be adopted and approved by the Board of Directors of said corporation.
Dated August 31, 1904.
By order of the Board of Directors
L. FOSTER YOUNG,
Secretary of the Yosemite Valley Railroad Company.
Sept 1-10Th

EXHIBIT D. XXXXXXXXXXXXBE IT RESOLVED by the stockholders of the Yosemite Valley Railroad Company, that a bonded indebtedness of this corporation in the amount of $2,000,000.00 to be represented by 2000 bonds of the par value of $1000.00 each, payable in gold coin of the United States of America in forty years from the date thereof, and bearing interest at the rate of 5% per annum, payable semiannually in like gold coin, be created; and that the payment of such bonded indebtedness be secured by a deed of trust in the nature of a mortgage of all the property of this corporation now owned and hereafter to be acquired by it; and that such bonds and such deed of trust shall be in such form and shall contain such terms and provisions as shall be adopted and approved by the Board of Directors of this corporation; and that the Board of Directors of this corporation be and it is hereby authorized, empowered and directed to cause such bonds and such deeds of trust to be prepared and executed and to issue, sell and dispose of such bonds upon such terms and conditions as it may deem to be for the advantage and best interest of this corporation; and that the Board of Directors of this corporation be and it is hereby authorized, empowered and directed to do whatsoever may be necessary, convenient or proper for executing and fully performing all and singular the powers conferred and duties XXXXXXXXXXXXWe, the undersigned, being the President and Secretary of the YOSEMITE VALLEY RAILROAD COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, and having it office and principal place of business in the City and County of San Francisco, State aforesaid, do hereby certify that the above and foregoing copy of the certificate of the creation of bonded indebtedness of the said corporation to the amount of $2,000,000.00, and the copies of the several exhibits thereto annexed and marked respectively "Exhibit A", "Exhibit B", "Exhibit D", are true and correct copies of the original certificate of the creation of the bonded indebtedness of the said corporation to the amount of $2,000,000.00, together with the exhibits thereto annexed which was executed by the President and Secretary and all of the members of the board of Directors of the said corporation and verified by the oaths of the President and Secretary of the corporation on the 16th day of November, 1904, and which is intended to be filed with the County Clerk of the City and County of San Francisco, State of California, under and pursuant to the provisions of Section 359 of the Civil Code of the State of California. XXXXXXXXXXXXWITNESS our hands and the seal of the said corporation hereunto affixed this 16th day of November, 1904.
.	Signed F. G. Drum President of the Yosemite Valley Railroad Company. Signed L. Foster Young Secretary of the Yosemite Valley Railroad Company.
XXXXXXXXXXXXI, L. Foster YOUNG, do hereby certify that FRANK G. DRUM, was elected President of the YOSEMITE VALLEY RAILROAD COMPANY, a corporation organized under the laws of the State of California before the 30th day of August, 1904, and ever since has been and is now President of the said corporation; that I was elected Secretary of the said corporation on the 30th day of August, 1904, and ever since have been and now am the Secretary of the said corporation; and that Frank G. Drum, John S. Drum, Thomas Turner, Wm. B. Bosley and L. Foster Young are now and ever since the 30th day of August, 1904, have been members of the Board of Directors of the said corporation. XXXXXXXXXXXXIN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the said corporation this 16th day of November, 1904.
.	Signed L. Foster Young Secretary of the Yosemite Valley Railroad Company.