YOSEMITE VALLEY RAILROAD COMPANY.
CERTIFICATE OF INCREASE OF
BONDED INDEBTEDNESS FROM THE SUM OF
$3,000.000.00 TO THE SUM
OF $5,000,000.00
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We, the undersigned, being the President and Secretary and
all of the members of the board of director 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:
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1. That at a regular meeting of the board of directors of
said Yosemite Valley Railroad Company, which was duly called and held on
the llth day of June, 1907, at the office of said Company in the said City
and County of San Francisco, at which a quorum of said board was present,
a resolution, of which a true copy is hereunto annexed, marked "Exhibit A"
and made a part hereof, was duly and regularly adopted by the unanimous
vote of the members of said board of directors at said meeting; and
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2. That under and pursuant to the said resolution
adopted by the board of directors of said corporation as aforesaid, the
Secretary of said corporation gave public notice of the meeting called by
the said resolution in the manner and for the time prescribed by the
constitution and laws of the State of California as directed by the said
resolution, and caused a notice in the form prescribed by said resolution
to be published in "The Recorder", which is a newspaper of general
circulation printed daily, (Sunday excepted), in the said City and County of
San Francisco, once a week for a period of at least sixty (60) days,
beginning on the 12th day of June, 1907, and ending on the 14th day of
August, 1907, and that said notice was published in said newspaper on the
following dates, viz: June 12th, 19th and 26th, July 3rd, 10th, 17th, 24th,
and 31st, and August 7th and 14th, 1907; and that said Secretary also gave
notice of the meeting called by said resolution to all and singular the
stockholders of said corporation by addressing and mailing to each of
them, at their respective addresses more than thirty (30) days before the
15th day of August, 1907, which was the day appointed by said resolution
for holding such meeting, a true copy of the aforesaid notice, the form of
which is prescribed in the said resolution; and
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3. That on Thursday, the 15th day of August, 1907 at the
hour of half past three o'clock in the afternoon of said day, a meeting of
the stockholders of said Yosemite Valley Railroad Company was held in the
building situate on the northerly side of Post Street between Gough and
Octavia Streets and designated as No. 1414 Post Street in the said City and
County of San Francisco, which at all the times herein mentioned was the
office and principal place of business of said corporation, and the building
where its board of directors usually meet; said meeting of said stock-
holders on said 15th day of August, was held pursuant to the call made by
the aforesaid resolution adopted as aforesaid by the board of directors of
said corporation and pursuant to the aforesaid notice of said meeting for
the purpose of taking into consideration and voting upon the question of
increasing the bonded indebtedness of said corporation from the sum of
three million dollars ($3,000,000.00) to the sum of five million dollars
($5,000,000.00) as proposed in the said resolution and said notice; and
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4. That said meeting of said stockholders upon being
called to order, was duly and regularly adjourned to Tuesday, the 20th day
of August, 1907, at the hour of eleven o'clock in the forenoon of said day,
for the purpose of transacting the business for which the said meeting was
called; and
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5. That pursuant to the adjournment of the said
stockholders' meeting, which was held as aforesaid on the 15th day of
August, 1907, a meeting of the stockholders of the said corporation was
held on Tuesday, the 20th day of August, 1907, at the hour of eleven
o'clock in the forenoon of said day; that at the said adjourned meeting of
the stockholders of said Yosemite Valley Railroad Company which was held
as aforesaid on the 20th day of August, 1907, there were present in person
or represented by attorney in fact appointed all of the stockholders of said
corporation, who consented to the holding of said meeting for the purpose
for which it was called as aforesaid; that the authorized capital stock of
said corporation is five million dollars ($5,000,000.00) divided into fifty
thousand (50,000) shares of par value of one hundred dollars ($100.00)
each; that the total number of the subscribed and issued shares of the
capital stock of said corporation is fifty thousand (50,000); that at the said
adjourned meeting of the stockholders of said corporation which was held
as aforesaid on the 20th day of August, 1907, there was duly adopted by
the unanimous vote of all the stockholders of said corporation present or
represented by attorney in fact at said meeting, a resolution, a true copy
whereof is hereunto annexed, marked "Exhibit B" and made a part hereof;
that at said adjourned meeting, upon the question of the adoption of the
last mentioned resolution fifty thousand (50,000) votes were cast in the
affirmative and none in the negative; and
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6. That by the proceedings herein before set forth the
bonded indebtedness of said corporation has been increased from the sum
of three million dollars ($3,000,000.00) to the sum of five million dollars
($5,000,000.00); and
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7. That the only bonded indebtedness which said
corporation had created or authorized prior to the adoption of the last
mentioned resolution on the 20th day of August, 1907, was a bonded
indebtedness amounting to the sum of three million dollars
($3,000,000.00), represented by three thousand (3,000) bonds of par value
of one thousand dollars ($1,000.00) each, the payment whereof is secured
by a deed of trust, bearing date of the 30th day of December, 1905, which
was executed by said corporation to the Mercantile Trust Company of San
Francisco, as Trustee; and
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8. That the by-laws of the said Yosemite Valley Railroad
Company do not now and never have prescribed the paper in which
notices of meetings of the board of directors or the stockholders of said
corporation are published.
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IN WITNESS WHEREOF, on this __21st__ day of August, 1907,
the President and Secretary of said Yosemite Valley Railroad Company
have hereunto set their hands and affixed the seal of the said corporation,
and all of the members of the board of directors of said Yosemite Valley
Railroad Company have hereunto set their hands.
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