------------------

CHICAGO MILWAUKEE AND PUG~JT SOUND RAILWAY COIIflPAIN I

The Undersigned Stockholder of the Chicago. MilwAukee and Puget Sound Railway Company to the number of shares of stock hereinafter eet opposite tIe signature of the Undersigned. hereby in writing waives each, every and all formalities and notice6 of any and all kinds or character whatsoever required by the Articles of Incorporation and / or by the By-laws of sRid CompRn.l'. an~or by,the Constitution or Laws of the State of WRshil~ton or Rny other State or 'rerritory for n meeting of the Stockholders of the Chicago. Uilwaukee and Puget Sound Railway. Company to be held at the office of the Company in the City of Seattle. State of Washington, on the seventeenth day 0 f April. 1911. and rO:f any and all meet ings he ld pur13uant, to any

.adjournment or adjournments of any adjourned meeting thereof. The Undersigned consents that at snid meeting or any adjourned meetings

any and all business whatsoever within the power of the Company may be transacted, including, but without limiting auch general authority and consent, (1) the cons iderat :ion and act ion upon the proposed increase in the authorized capital stock of the Company from ~lOO,OOO,OOO to $200,000.000; (2) .the consideration and acti.on upon any matter or thing whatsoever in connection with the authorization or directi.on for the execution and delivery of a Supplemental Mo:rtgage, to or amendment or amendrnenta of the exiating Firet Matgage of said Company, dated January 1. 1909, to the United States Trust Company of New York and Edward W. Sheldon, as Trustees. and of the Firat Mortgage Bonds issued or to be issued thereunder, as the Board of Trustees or Executive Committee of the Company may approve and ~hall deem expedient, as well as the consideration of and action for or upon the question of the cancellation nnd release of eaid First Mortgage; (3) in case of the authorization and direction for the cancellation and release of said present First Mortgage, the creation by said Company of an issue of First Mortgage Bonds not to exceed in the ausregate the sum of two hund~ed million dollars ($200,000,000) principal Amount at Anyone time outstanding, said Bonds to bear such rate of interest to be payable in gold coin of the United States and/or in such foreign currency or otherwise and to be otherwise in such form or forms as said Board of Trustee6 or . executive Committee may determine, and the authorizntion And direotion f~r the e~ecution and delivery to secure eaid Bonde~ of a Firat Mortgageto' the Unl ted states Trust Company of New York and Edward W. Sheldon, as Truetees. and the authorization, execution, certification and delivery of said Firat Mortgage and 9a~d First Mortgage Bonds in place of And eubeti tut ion for the present First Mortgage of enid Compan;y Rnd the Bonds issue. thereunder; the settlement and approval of t.he form of such new First Mortgage a~d the Bonds to be issued thereunder. or the authorization of the

oard of Trustees and Execut ive Committee of the Company to settle nnd approve the form of such First Mortgage and the Bonds to be issued thereunder as well as the determinntion of the property to be embraced therein; (4) the tra41sact.ion at said meeting of any and all qther bue:iness Wha,taoeve,r whether arising out of or in connect.ion witll the matters aforesaid or otherWise; (5) the ratification and approval of any act:Lon taken or thing done by the Board of Trustees, the Executive Committee or any of the Officers of snid cornpany Which may be submitted for that purpose at said meeting.

And the unciersigned does hereby constitute and appoint H. R. Williams and H. H. Field. or either of them, the true and lawful attorney, agent and proxy of the Undersigned in the name. place and stead of the Undersigned to attend anid. Stockholciers' meeting and any Rnd all adjournments thereof and to vote as the attorney a.nd proxy of the Undersigned upon the stock of the Compa.ny 15tanding in the name of the Undersigned, upon all matters and business which may be brought before any such meetings. according to the number of votes the Undersigned would be entitled to cast if tgen and there personally preeent, without restriction or limitation whataoever, giVing and granting unto my said attorneys and proxies full power of substitution; hereby ratifying, confirming and apprOVing all that my said attarneye and proxies. or e:ither of them. or any substitute may do in,the premises, hereby aleo ratifying, confirming and apprOVing all that eaid stockholders shall do or authorize or cause to be done at said meeting or meetings, the same as ,if the Unders igned were present at eai d meet ing or meetings and voted in favor thereof.

IN WITNESS WHEREOF the Underaigned haa executed this waiver Hnd proxythis day of 1911 vlitmeea;' eharee--_._-------_._._._-_.-..'

':GBJl::CI\~ ;:0"'[,10e iliGsting :otook-nolc'.r;rE.

Was h. , April 1,1911.

Nir. E. D. ~~ewnll, VicEl-Preeident,

Chic~lgO, Ill.

l'Ebr Sir:

Confirming my message of this date, viz:

I1Wire Zlst received. Will f e that notice of special meeting stock-holders is published each day for 8 oonsecutive weeks cOllilr,encing :,pril 1st. Copsr of first notj,ce appearing this l.Lorning to you by I1flil to-dey.'!

I enclo se herew ith copy of not.ice appearing in the

POEt-Intelligcncer on the iliorning of fpr11 1st. I have given

written orders to the ;,ublishers of the POEt-Intelligonoer ae

follows:

"riotioe to be published verbatuIL in the Seattle PostIntelligenoer for eifht consecutive weeke oOlIllliencing with :!Esue of April 1, 1911, i~)ithout fsil. H

Youre trUIY/ --u ~

J"

Sa cret &.r y.

Enc 1.

CHICAGO. m,WAlJKEE & PUGET SOIDID RAILWAY COUPA.lTY.

81lec 1a1 !A(~e'( 'Lng of Stookholders.

A meeting of the 6tockholdera of the Chicugo, l.:il't;El;uk~e

& puget Sound Railway Company "'ill be held at the office of th6

Company in the City of Se~ttle, state of Washington, on the 31st

day of May. 1911, at twelve (12) o'olock noon, for thtl purpoees

of considering and taking tU1Y action whatso~vel" with reapec'\:; to an

increase 01' the oap 1 taJ. stook 01" the C0ltiPal1-Y to 1'HO Hundred Zil

lio~ Doll,arB ($200,000,000), and of tranaacting (my other 'GUsi:1$815

that may be 'orought oeIO:r-e Bud l!leeting.

Dated April 1, 1911.

> I

CAGO, KIl; l '

TlCE AND CON'" TO IlOLDni OF SPECIAL 'MEET OF TRUSTUS.

I

CHICAGO, MILWAUKEE AND PUGET SOUND RAIL 'AY COMPMfY

WAIVER OF EOTlCE AND CONSENT 'TO HOLDING OF SPECIAL :MEETING OF TRUSTEES.

The Undersigned. Trustee of the Chic go )(11waukee d Pug t Sound Railwavr Company, hereby waSves in writing each, every, and all notic s whatsoever required by the laws of the state of aeh1 on or any other state or by the Artioles of Inoorporation or By-Laws of' said Company for the holding ot a Speoial )( eting of the Board of ,Trustees of B id Comp~' to be held t the office of the Company in the City ot Chicago in the state of Illinois, on the

igb.th d~ of ;Pril, 1 11, at whioh meetlng&rlY and all busine whatsocrver thin the power ot the Oompany tJ:I tra:nsa ted, including, but without limiting suoh g neral hor1ty and oorlsent, onsideration of and aotion in resp ect of (1) thorizlng an

tension of the railroad of said C 1 to he stat of No th Dakota and the building ot branChe from any point on suoh extension; (2) authorization of the purohase, aoquisition, and operationo! any railroad or railroads &11" "oonstructed along the" line of moh extension and any br oh r branohe thereto; as ell

the transaction at said meeting of a1V and aJ.l business whatsoT t Whether arising out ot OT in connection w1,.th the ma.tters a

torel id or oth se; hereby ratifYing, conti "n J and approvall that said :Board of Trustees may do in the PI" iees, the

same as '1' the underml ad were PI" .' ant t id ting or meeting an voted in taTor there t.

IN WITNESS ~Ol' , the Ulldersigned has .eouted ttie VI' ver and. Consent, this I.venth d&iY of April, 1911.

)"

,".

,

CHICAGO, MILWAUKEE .AND PUGET SOUND RAILWAY COMPANY.

WAIVER OF NOTICE AND CONSENT TO HOLDING OF SPECIAL MHIETING OF TRUSTEES.

The Undersigned, Trustee of the Chicago, MilwaUkee and PugetSound Railws\y Company, hereby waJves in writing, eaoh, every, and all notioes Whatsoever required by the laws of the state of Washington or any other st ate or by th e Art ioles of Inoo rporation or By-Laws of said Company for the holding of a Speoia1 'Meeting of the Board of Trustees of said Comp~ to be held at the office of the Company in the City of Chioago' in the stat e of Illinois, on the eighth d~ of Ajril, 1911, at Whioh meeting any and all business Whatsoever within the power of the Company may be transaoted, including, but wi thout limiting such general authority and consent I consideration of and aotion.in respeot of (1) authorizing an 6Xtenslonof the railroad of said 00 any into the stat. of No h Dakota. and the building of branches from any point on suoh extension; (2) authorization 'of the purchase, acquisiti.on,. and opera.. tion of any railroad or railroads already oonstructed along the' line of such extension and any branoh. or branOhes thereto; a.swe11, as the transaotion at said meeting of any and aJ.l business whatsoever, whether arising out of or in oonnection with the matters aforesaid or otherwise; hereby ratifying, oonfirming, and approving all that said Board of Trustees may do in the premises, the same as if the undersigned "fIere present at sa.id meeting or meetings and 'Voted in favor thereof'.

IN WITNESS WHEREOF, the undersigned has exeouted and Consent, this seventh day of April, 1911.

'.

CHICAGO, MIL . D T SOUED

"141 ~P' }JOT! AND CON~ '1'0 HOLDING OB' BPECIA:L HEETDfG OF TRUST." :IS.

0,

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I

CHICAGO, MILWAUKEE AND PUGET somm RAILWAY Cm'lPJJ:Tf.

WAIVER OF NOTICE ANn CONSENT TO HOLDING OF SPECIAL MEETING 0]' TRUSTEES.

The Undersigned, Trustee of the Chicago, Milwaukee and Puget Sound Railw~Company, hereby wa~ves in writing, each, every, and all notices whatsoever required by the laws of the state of Washington or &1Y other state or by the Articles of Incorporation or By-Laws of said Company for the holding of a Special Meeting of the Board of Trustees of said Company to be held at the office of the Company in the City of Chicago in the State of Illinois, on the eighth day of April, 1911, at which meeting any and all 'business whatsoever within the power of the Company may be transacted, including, but without limiting such general authority and consent, consideration of and action in respect of (1) authorizing an extension of the railroad of said Company into the Stat~ of North Dakota and the building of branches froffioo1Y point on such extension; (2) authorization of the purchase, acquisition, and operation of any railroad or railroads already constructed along theline of such extension and any branch or branches thereto; as well as the transaction at said meeting of any and all business whatsoever, whether arising out. of or in connection with the matters aforesaid or otherwise; hereby ratifying, confirming, and approving all that said Board of Trustees may do in the premises, the same as i~ the undersigned were present at said meeting or meetings and voted in favor thereof.

IN WITNESS WHEREOF, the undersigned has executed this Waiver and Consent, this seventh d~ of April, 1911

.~~...

'. o.

20

I

Minutes Stockholders Meeting

Chicago, Milwaukee and Puget Sound Railway Company,

OFFICE OF THE SECRETARY E. '\-\'. cOOle

t.u:cnl'-"-ATCY

Seattle, Washington, April 21, 1911

Hr. E. W. Adams,

Secretary) C. H. &. f;t. P. Ry. Co.,

Milwaukee) Wis.

Dear Sir:

Referring to certified copies of Minutes of Special

]{eeting of Stockholders held in Seattle on April 17th, which

recently sent you) and particularly to the fourth page con

taining a referenoe to notice signed by certain stockholders.

We have now received from Mr. Sewall the original of

this notice which I' find is signed by nine stockholders in'stead of eight) as stated in the minutes. Will you please

correct such copies of minutes accordingly.

Also, fOT your files and in order that you may com

plete the copy of notice appearing in the minutes, I am sending

you herewith an exact copy of auch notice now in my files.

Yours trul:y

GHE-R Secretary L Ene. 7

..

CHICAGO, UILWAUKEE & PUGET SOUND RAILWAY COMPANY.

----------- ...

Bpec1a1 Meeting o~ Stockholders.

A meeting of the stookholders of the Chicago, Milwaukee

& Puget Sound Railway Company ,nIl be held at the office ~f the

Company 1n the City of Seattle) sta.te of Washington, on the 17th ..fen (10) 4#

day or April, 1911, at .....r31,."rg: (in) 0 r cl oek !1,Q,an, for the purposesA-

of considering andtak1ng any action whatsoever with reapeot to

an inc:reas ' or- tho" Ga'!' 1tal stock of the Company to Two Hundred

Million Dolla,re ($200,000,000), and of tranaac~1ng any other busi

ness that may be brought before sa.id meeting.

Da~ed April 1, 1911.

H. R. Williams E. D. Sewall A. Uhrlaub H. M..Byllesby Charles G. Dawes Lawrench Fitch

.~ Geo. P. Earling A. J. Earling E. W. McKenna

v

..... " .... ,

AD.Jourunm SPECIAL MJi:"i.'DTG 01' T~T.:~)Tr~ES.

CIUCAO, ILLINOIS, April 29~L, 1911.

PUY'S1.-iant to adjournmont, t1l.8 Trust ees {(1.et at t'q; off io e of th c

Comp~cl..ny in trw RClilway Exchange in tl}c Cit:y of Chica.,:::o, Illinois,

at 10:30 o'clock 1.l1 t'J:le forenoon of this day.

No quorum being present, the meet ing adjourned 5ine die.

Assistant Secretary.

STATE OF WABHHI Q1!1ON t ) : 66

COUNTY OF KIN G. )

E. W. COOK, be ing duly SV'7 orn. says: That he i 8

the Seore tary a f the' Chicago, Mi~l aulme and puget Sonnd' He. ilway

Company; that, on the Eleventh day of May, 1911, he caused to

be deposited in the general post office Rt the City of Sentt Ie,

Washington~ a oopy of the annexedpotioe to stookholders of the

bhiongo. MilVi' ml~ e and Puget Sound Rails ay Comp 8D.Y, oonta1ne d in

a .duly post paid wrapper directed to each of the following nAmed,

stockholders of record of BEtid Company, at his or its last known

post offio~ addrese, viz.

E. D. S6~:a~1 A. J. Earling /1-. Uhrla~b Chicugo. Mil waum e and St. Paul Ry. C,o.

. W. G. Colline Peroival J. Molnt oeh,

That a copy of such notioe was hamed in person to stockholder

H. R. Willisme.

S\~orn to bef

STATE OF WISCONSIN ss.

OOUNTY' OF MILWAUFEE.

E. W. ADAMS, being duly sworn, says: That he is

the I.eeistant Secretary of the Chioago, MiJw aulfl e and Puget Sound Rei1i -tL

way Company; that on the / ~;; day of May, ,;i.D. 1911, he caused to

be deposited in the general po st office at the City of MilB auk! e, Wia

conain, a copy of annexed notice to stockholders of the Chi oago , Uil

waukee a.nd Pnget Sound Rai:.&v ay Company, contained ina duly post paid

wrapper directed to eaoh of the following na.u.ed stookholders of reoord,.

of said Oompany, at his last known po~,t office acdress, Viz:

W. A. Full ar Charles G. Dawes E. W. .MoKe nne H. M. Byllesby Honore Pa lmer Ge 0" P. Earling

Lnwrence Fitoh.

SWORli to be fo re roa this

-----

CHICAGO, MILWAUKEE AUD~ PUGETSOUND RAILWAY COMPANY

Minutes of AdJourned Meeting of stockholders. -, ~

,",'

" "

I' . , The etoc~holders of the C hioago, Milwaukee and Puget , , j::l 1" ,. t ~ .

Soun9-. ~ailway Co~~nl havin~ reconvened at the office and - ~~ A

principal place. ,of business of the Company I in the City of. . Seattle, .~tate.. of \Vaehingt.... o.n, on the 15th day of .May I A.." D~ , . 1911, at 12 o'clock noon, pursuant to an adjournment taken

at their meeting held at said office on the 8th day of May,

N. D. 1911.

Mr. H. R. Williaras, the Pres.ident, cal1eq, the lJl_ej'.t.ing

to order and acted as Chairman of the meeting.

},I[r. E. W. Cook, the Sec:rretary of the Company, cont-inuea

to act as Secretary of the meeting.

The Chairman requested the secretary to call the roll

of the stockholders of the Company.

Whereupon, Buch roll-call having been made, it was

found that all the stockholders of the Company, aB present in

person or by proxy at the meeting of which this was an adjourn

inent, had reconvened at thi~ adjourned meeting.

On motion duly made and aeconded, the meeting adjourned

to reconvene on the 22nd day of May, A. D. 12 o'clock noon.

I, E. W. Cook, Secretary of Chicago, Milwaukee and Puget

Sound Railway Company, do hereby certify that the a.ttached and

foregoing one typewritten sheet contains a full, true and correct

copy of the minutes of Adjourned Meeting of Stockholders of

Chicago, Milwaukee and Puget Sound Railway Company, held at the

,Office of the Company in the Oi~y of Seattle,' Washington, on the

Fifteenth day of lay, k. D. 1911 at twelve (12) o'clock noon

thereof, as the eame appear upon the record book in my office.

IN WITNESS v7HEREOF 1 have hereunto subscribed my name

and affixed the corporate seal of said Company at Seattle this

18th day of May, A. D. 1911.

u

--~~ - ~-a-rY---'"~

CHICAGO, AnD PUGET SOUJlID HAlLWAY COMPANY.

CHICAGO ILLINOIS t Uay 14th 1911.

TO T1- l' TRUSTEES:

Pursuant to Artiole V of the By-Laws, a spaoial meet

ing of the Trustees of this Company is hereby oalled to b el-eld

at the office of th e Company in the Hailway Exchange, i: the

Oi ty of Chicago, Il1ino is, on Thursday, the eighteenth day of

May, A. D. 1911, at t\VO 0' clock in the afternoon, fa r the pur-

pose of pas"ing a resolution, asking the Corporate Trustee of

the First MortgBfe 0 certify certain bonds, and also for tl~.e

purpose of adoptinG the route of a branch line of railway in

Thurston County, Was inGton, al1d the transaction of any other

business that m91Y properly be brought before the meetinr:.

of the CHICAGO, PUGErr SOUND RAILWAY COMPANY.

CHICAGO, MILWAUKEE AND PUGET SOUND RAILWAY COMPANY ,a :,I ,. _ ) : ~ i. '. ..,.~.... Y' .. t _ ~ .. ~ l r;. t~ t'r

_, . II J .... :-:

'; ., .,Th~ ~t oCkho.l:5ie,;'s o~f ~he C~cagl;),. M~.;Lw~u).~~e .anci P~ge:t ., ~ ... ' ~ ... t. ,M.' f_".,.. Y ':'; : ........ ..l .. ' I.t .."";}~'.. ;~._ J.. ...... :. t,.;)l ': >.~ J ~r) ~. . '\ .. :.

S~und. ~aiJw~y:,. C~oIl!pan,y haviAK r~.c,.~nv.ep~d ~t .~~e J~f:f'ip~ ..~nd 'of'" .\... ,'{....., !.:.L ' _I. "'. vl Jft!' I. ~f, .. oj 1.. " \'. t J. ';:" f,l 1. ~

principa;t pla~e of bueinesa, of the, ,Company, in t City, ~f .. . ' t '"' I .... ... I ... . _.... . ", u:, ,.

Sf3attl,.~, state of Washin&ton, !~m t,pQ: 2~n~ .. daYl'0,.,f. May, ~\. D ~.. ~ f _..l:" .... f .. "\'" : ) .......\\.. 1'1 .. ) .J.. !_

1911, at 12 0' clock noon) p,ursuan.t :to ~n adj our~YIlent taken ., ... oJ'.l,';' ~~ . ,- ,,~, ;'.1 ','.$~1 Po. .~ " " :~ -..., ~ ;tl~

8;Jtb:~.il~; :~n~et,i~g h?f.d ;.~;'l eai.d. Pfflc~".lo~ ,~.;p~ J}~}~ d~r. ?{:,. ~Y.:b li'. A'I D':t911

- ~ ' '< ./

Mr.H. R. Williams, the PreBide.nt,calleg. the meeting

to order and acted as Chairman of the ~~eting,

Mr. E. W. Cook) the Secretary of the Company, continued

to act as Secretary of the meeting.

The Chairman requeBted the Secretary to call the roll

of the stockholders of the Company.

Whereupon, such roll-call having been made~ it was

found. that all the etockholders of the Company, aepreaent in

person or by proxy at the meeting of which this was an adjourn..

ment , had reoonwened at thie adjourned meeting.

On motion, duly made and seconded, the meeting adjourned

to. reconvene on the 31st day of May. A. D. 1 J a~12 o'clock noon.

Seoretary

-

1,;- E. W. Cook, Secreta.ry of Chicago, Milwa.ukee and Puget

Sound Railway CompanY1 do hereby oertify that the attached and

foregoing one typewritten sheet contains a fUll, true and correct

copy of the minutes of Adj ourried Mee,ting of stockholders of ;

Chicago, Milwaukee and puget Sound Railway Company, held at the

office of the Company in the City of seattle, Washington) on the

twenty~second day of May, ~. D. 1911, at twelve (12) o'clock noon

thereof, as the same appear upon the record book in my office.'

IN WITNESS WHEREOF I have hereunto subscribed my name

and affixed the corporate seal of said Company at Seattle this

~2~day of May, A. D. 1911. T

,1')11, at 11 o'clock A. 'i., or at tr~e tine

tc ,:rl;ic' it ma,V b-:~ ad..)oun1f.1l, fer' t ;13 plJ'rpo~c of Rutllorizinr tl..e is sue of te~!1porar:y bonds, clesi-Jlatin::- tile series and denominations t:.,er8,-,f,

authori7-ing tlle eX81~an:;'e of said bonds for O\)tst;--lnrliru~:: 'bo!1(ls, and author

iz in', the exchanr:'e of temporary '00 nels for p erm8.nent ':)0 n(1.s W~'l en i sS1..,ecl,

and I -'lAre'oy

p'co\'ido in tL e by-Law..

DA'?Im ;,l8.J' 23nl , 1911. /7 ~~/ /)/} A J!/ / .... .< j/(~-/\~j2 .t:{'l$

r -

,") ~. L~ :~: l'l . ,.,'

y 0 ) ..l. ',.i 11 I '. l 11 t IJ" . .'

t, 'r~ {G"' :L"~ f;1:Jj" "",'. 'l..l,"JU"" c::;. ('')r' t;;, ;;';r~'()~':" ') authorizing the issue of temporary bonds, ':1

---

WAIVER ANO CONSENT I. the 1l1Hlcrsiglwrl. 8. .. 'l:rVS.tC).8. . .... In the

.. sp.8c.i.aL . mneting of the

of sHill Company iLt its office in the City of. Chi.cago .

26th (lily of.. May . ..A. D.

1~JlL ;,tel.ev.en. 0 '()o(k . .A~~T., or at ;ltJy ti me to which it may lw adjollrncr1, for I'he pnrposc of

avthorizi.llg. t.he .. i.ssv..8 ...0.f... t.e:npo.r.ary .. boncis,..dssignati.ng.the...s.er.ie.s....anct. deno:rnlnations tllereof, authorizing the exc~mn,q;e of sE'I.:Ld bonds for OlJt- .::3.t,;l,nci.:i.ng .. b'OrJQ.$, ....0-r.(l, ...

WAIVER AND Co SENT .....1'.r.VSt.B.(;. .. m the

dll 1J

CHIC"I\GO, MILWAcr.:

a..'1d we llereby waiye not ice of t1::e time I place, and obj ect of said meeting, as provided in the :BY-Laws.

DATED May 26, 1911.

'" 6 t

.......................... "

On motion, dUly seconded, it "vas unani~ously

RESOL'VEIJ, t:-:lat tl~e consents and waivers nov.' laid before this

meeting be accepted and filed wit!: the records of t:'le meetin.c:;.

The minutes of the meeting of the Board of Trustees held on

Apr ill, 1911, and by adjournment on April 8,1911, and of the meet

ing of the stockbolders ~eld on Apr il 17, 1911, and 11:.;- adjourn.ment

tYer efrom 0!1 April 25 I and ?vIay 8 I 1911, were tl: en laid b efor e the

meeting.

Thereupon, on motion, duly seconded I it was unEJXlimously

RESOL\7E]), that the acts and proceeciin~s of the Board of Trus

tees of this Company done and taken at their meeting held on April

1, 1911, and by adjournment on ApriJ_ 8, 1911, as set forth in tlle

minutes of said meetin~~ nO\'.' laid b8fore n'is meeting, be and here

by are in all things ap})'loved., ratified, and confirr11ecl; and

RESOLVED, that all action of the Trustees or off:Lcers of this

Company taken in pursuance of, or in connection "'lith the authority

given at said meeting or ~ the meeting of the stockholrters of this

Comp8,ny held on April 17, 1911, and by adjournment t'n erefrom on

April 25 and lvIay 8, 1911, he and hereby is in all things authoriz

ed, ratified, approved, ~ld confi'lmed. l.iil.L\,.....l1.\JV, .1Yl..l....J...J-;";..[""'l.V.L)......L..:.I..'" ~ ........ " .__

ation existing uncier tl:Le laws of the State of Wa~,hin2tori, ller-eYff': after termed the "Railway Company, I fo'l value received., 'nereby prom ises to pay to bearer, or, if tb.is bond be registered as hereinaft er provided, then to the registered o~~er hereof, on the first day of January, A. D. 1949, ]'ive ~H],lion IJollars ($5,000,000) and to PClf interest thereon from tl-Je date hereof, until paid., at the rate of four per centum per annum, payable semi-annually, on the first day of January and the fir st day of July in each and every year, upon presentat:Lon of this oond for the notation hereon of the payment of sairl interest; both principal and interest being payable ingold coin of the United states of America of or equivalent to the present standard. of weight 8.n(1. fineness, at the office or agency of tbe

-3

Railvray Company, in the BorolJ,gh 0''= ~Ifa,.nhattan in the Citjr of New York, v/ithout deduction for any tax or other- charge that the Railwe.;/ Company ma;y 'oe required or per::;litte1 to retain t};er-efror..... or to pay thereoil or on interests and rights represented l~ereby, under any present or future .lavl Ol- or'dincmce of the United states of AmeriCB, or of an;:/ state, Ter,itory, Cou.nty, Municipal or other Gov,ernmental Taxing Authority therein.

"This bond i:::: a tempor'ary 'bond wi thout coupons ancl is one of a dUly autho, izec1 issue of bonds of the Rail\vay Company, not to exceed tbe princj.pal a'11ount of Two Hundred J\'1:illion Dollars (~~200,OOO,GCO) at anyone time outstanc.linf;, issued, or Lo be issueo., pursuant to, ~Dd secured equally and ratably by, a first morts~~e and deed of trust, of even elate here'J,i itl1, dUly executed oy the (\ailv.'ay Compewy to the Unite'l states Trust Companjr or Nev! York and Edvlard VI. Sheldon,as Trustees, to Vl}licl'L Inclenture r-eference is hereby made fo:c a statement of the property and. franchises mortgaged, the natv,re and extent of the security, t:'le conditions upon w~lich said bonds are and are to be issued and secured, th.e rights of the holders of said bonds and as well fo r the other provisions thereof. All rights of the bolder hereof) includinz rights of action, are sUbject to the provisions of said Indenture.

"In case default shall be made in the p3;)rment of ('my installment of interest upon E!-ny bond of the issue of ,;/hich this bond. is one, when the S2.."n.e shall be payable) and any suc1l int erest pa:;,rment shall remain unpaicl fo .... ttLe period of six months, or in case defau,lt sy'all be macJ.e in tIle performance or obsey-vance of any other coven;:mt or ~reement in said Indenture contained, and such default shall continue for six months after notice thereof given to the Railwq:v Company as provided in said Indenture the principal of this bond may become du e and payab Ie in the manner and wi th the eff ect as provided in said Indenture.

"This bond is a corporate obli[J;ation only ant'!. no recourse whatsoever, eit1i.er d.irectl~r or through anjT trustee, receiver or assignee, shall oe had against any incorporator Or- 8,ny present or future stod~holder, trustee or officer of the Rail'way Company for the payment of the principal and/or int er est her eof, 8,11 1ndividual liab ility of whatsoever kind 0 .... nature of' such incorporators, s"cockholders,trustees and officers bein,:,; r~ereb:y ex-pressly waived.

"This bond shall pass by delivery unless registered in the OVlY1er's name on the books of the Railway Company" at its office or agency irl' the Cit:>' of New York, such registration.being noted on the bond by th e Registrar of the Haih'ay Company, aft er \-vhich no transfer shall be valid unless made on the said books of the Railwa;y Company, in the manner pr escribed in said Indenture and similarily noted on the bond; it may be discha1'[:,ed from registration by being transferrecl in lile8 manner to bearer, ther eby restorin,;:; transferability by delivery; 'but again, and fY"om time to time, it may be registered or dischar::;ed from re~istratlon.

"'l'his bond shall not be valid or obligatory fo r any purpose 1..1ntiJ. the ceY"tificate eDdorsc~l. hereon shall be a'L:,tl':;,cnticated. by the United. Statef,; Trust Company of Hew York 0'(" its successor in trust, and such sie,'11ecl certificate shall be conclusive proof that tl;is bond is one of such issue secured. by the aforesaid Dortg8{;e and ooDstitutes the valid, legal anu binding obligation of the Railway Company.

"Until the definitive engraved bonds are ready for eXChange, this bond is exchangeable :for other tempor'ary bonds secured by the aforesairl Indent'ure, wi thout coupons, of any denomination or denominations not less than one hundred dollars, of the same series, and for the sa.me a8gre~ate princip8.1 amount.

"This bond is exchangeab 1 e wi thout charge, as so on as defini

-4

~: i.-.~~'.~: ~~"";7:,,":JT- --.~ ..t~ ..-~---.......-: L.(""-.--~-;-. ""'--.'~7\-'" -.... ...... .... -:-.-. '", ''-.:':.,,',. ', ..,, ~--=--

~--------- - -- - ..

tive engraved bonds are prepared, for

way Company men t ioned in tll e mortgab":e wi U, in ref ereed to.

"illHTJ\D STATES TRUST COMPANY Oli' m:w YORK,

(Corporate Trustee)

"By , I I I 11 Secretar:/.

m~SOLVEn, tl1at t}18 United States Trust Com.pany of New York:

Corporate Trust C E: under said new First Mortg;:l.ge of this Comp,wy,

be and it hereby is authorized and reql.A8sted from time to time,

pending the preparation and delivery to it for authentication of

the definithre er;graved Pirst }Ilortgage Ii'our Per Cent. Gold Bonds

of this Company, upon t};e order of t"he President or one of Hle Vice

Presidents of this Company, to authenticate sucn temporary bonds

and to deliver the same to this Company in sucn amounts as may be

autl'orized by anrl. oU;en~.'ise in aceorrlanr:;e "'it}: Ole ten!lS and pro

visions of said neVi First M:ortgap;e of said Company; and

RESOLVED, that tre proper officers of tllis Compan:/ be and they

hereby ar e 8.utl1or 1zec1. an d eli reet ed to ent er into prop er contract s ..

for the enf,raving and preparation of the definitive First Mortgage

Four Per Cent. Gold Bonds of this Company; and

BJijSOLVRD, tllat, unt il th e further act ion of this Board, the

definitive First Jfl:ol'tgage Four Per Cent. Gold Bonds be issued as

coupon bonds in the denominations of ~l, 000, ~~500 ancl ~~lOO and as

registerecl bonds in U,e denominF.l,tioTls of ~i500, til,OOO and ~~5,OOO;

and

RJ~SOLVED, that the Fir st Mortga[':e Four Per Cent. Gold Bonds

of this Company '0 e h;slied ins er i es, tl1 e bond s of each s er ies to

be designated by a distinc,1.1ishinc letter of the English alplmbet;

all bonds of anyone series at any time simultaneously outstanding

-6

-:.---:- -T--: "'; '\ ...... ~''\. ~r,'-", .~ ", ~ .... a-: 1.J".r ".,,\ '~ll ~ .... -- --..~ r - ',. ." ~. I J.'.t ..r~I_~ :'" ,. -

J~.~Ll"~A~.~l~t~f~',t.J;'" "".'

: "'I~~""'-'-O\~';'~~ ...; '.

to be identical in respect to the place or places of pa)r.'TIent t:lere

of and in respect of t~le rate or rates of exchanr-e if payable in

"elle alternati'T8 iil Europea..'1 money or tll.e fixed amount or amounts

thereof if payable in European money onl:l (subject, however, to

such variations in rates of exchange and 8mounts as may be conven

ient, in the discretion of the President or one of the Vice Pres

" cen" '" OlC' th1" s Com-nan~r to avo 1 d I~rac+ 1" ons of t'.,'-'e SID.all e~t 1mi t of1 v,." . 1--' J' v - . - ~

currency itl CO::11fl.on use) I and in respect of the lan::;uage or lanr;uages

in which t'J-Je same shall be expressed, but bonds of the same series

may be of different denominations.

RESOLVED, that, until furtller action of this Board, ti"..e office

of tl:'Jis Company in t118 City of New' Yorle, fa r the pa:;rment of t":'le prin

cipal and interest of its p'irst Mortgage l!'our Per Cent. Gold Bonds,

botb definitive and. temporar:l, as we]]. as for t~le registration, trans-

f"er and exchange of said. Donds, De and it hereby is established at

the New York office of this Company, No. 42 Broadway, Borough of" Man

hattan, New York City, and that notice of tbe location of such of

fi c e be given to Unit e:1 stat es Trust Company of ~Tew York and Edw8Xd

W. Sheldon, Trust ees under said nev.r :Fir st ~A:ort g8'C;;e of th i s Camp any

in aecordanc e wi -~'h t:l e provi sions th er eof; and

~SOLVED, that the officers of this COrnp811y be and they here-

b::{ are authorized and directed to ta.ke any and all action in their

judgment necessary or proper 01" convenient in order to carry any

and all of the forego ing resolutions fully into effect I and to do

or cause to be done in their discretion, any ot'her or further acts

0"( things that ma={ be necessar={ 0"(" proper in order fully and punc

tually to observe each and. every covenant and provision of this

Compan;-l'S First Mortgage :B'our Per Cent. Gold Bonds and. of the First

Mortgage of this Company securing the same, and to carry fUlly into

effect any and all action authorized by th e stockbolders of this

Company on the 17th day of April, 1911, and by successive adjourn

ment s ti:ler efrom on the 25th day of Apri 1 ancl t }Je 8th day of May,

,.., -{

- -

lSi 11 , or this day authorized by tllis Board; anel

RESOLVED, that all action heretofore at any time talzen or au

thorized by any cO~1l11ittee, officer or- agent of this Company iI', an

ticipation or in pursuance of said respective ali.thorization~ 1:;.1 the

stockholders of this Company and by this Board, be and the same

he'reby is in all respects auL1Lorized, aclopted, ratified, approverl

anit confi.rmed.

The follo1frlnf~ preamble and resolutions were offered, and, on

motion, dUly seconded, unanimously adopted:

VI'lJEREAS, it is provided b:-{ Section I of A,'ticle Three of' the

said nevI' }i'irst ;.:ort88.ge of this Compan:y to Unite(i states Trust Com

pany of lTew York anrl. Edward VI'. Sheldon as Trustees, that bonds is-

VI

suable under said new }l'irst I!l:ortgage to an ap:~regate principal a

mount of ~l47,803,OOO shall be certified by the corporate trustee

an(:' be delivered in eXCfJange and substLtutionfcr a like amount ('08

ing all) of the presently outstandinp: First >lortgage :Bonds of this

COT!1~oany.

RESOLVED, that this Company issue its temporary bonds, il'! sUb

stantially tl1e for:r.:l hereinbefore authorized and to be designated

and eaC]-l of such temporary bonds to be marh::el~ Series A, to the ag

gregate princip8~ 8In.ount of One Hundred Forty- seven Million, :Eight

.Iundreu 3.nd Three 'l'housand Dollars ($147,803,000); and

.RI~SOLV_8D, that United States T,ust Company of New York, the

Croporate Trust!';f-; under said ne\l'l ]'irst Mortgage of tllis Company,

be anrl. it hereby is l-equested to authenticate and, pursuant to the

prOVisions of said new }i'irst Mortgo.ge, upon surrender to it by Chi

cago, Milwaukee an~, st. Paul Railway Company of a like amount ('08

ing all) of the presently outstanding first mortgage bonds of this

Company, to deliver to said Chicago, Milwaukee and St. Paul Railway

Company, temporary }i'irst Mortgage :B'our Per Cent. Gold Bonds oftl::is

Company, Series A, her 8i11.bef'ore authorized to be issued, to said ag

-0

I' " '"_ -. 1 ,I .

----_-----._-----~~-------..... _--. __ ._---- .

gregate principal amount of $14'7,803,000, carrying interest from

Jp~uary 1, 1911; and

RESOLVE}), that on 0 r "before th e delivery of amr SUCr'l temporary

bond or bond,s, the payment of int er est ther eon to January 1, 1911,

be endorsed thereon; and

RESOLVE}), that upon surrender of any such temporary bond or

bonds for exchange fOl definitiv8 :B'irstMortgage ]i'our Pei Cent.

Cold Bonds of tllis Company wIlen tl':'8 SaJ'lle shall have beer. prepared,

tllis Company, at its 0171'11 expense and vrithout makinG any c}large

therefor, issue, and that thereupon and upon cancellation of such

sur iendered bond. or bonds, the Corporat e Trust ee under said new

,Fi rst Mortr:~age be and it her eby i s aut~'1ori zed anJ direct eO. to au

tl-:..enticate and deliver in exchange therefor, engraved co,upon bonds

for the same aggre~ate principal amount as the tmnporary bonds so

surrendered, ~rtth coupons attached for interest from the last pre

ceding first d~of January or JUly, as the case may be; and

RESOLi,lED, that t-:'le President or any of tIle Vice Presiclents of

this Company be and the~/ hereby ale authorized and. directed to ex

ecute a.nd deliver to the United states Trust Company of New York,

Croporat e Trust ee under said neVl }

ray of

of tempora.ry bonds, desip;natin:; t11e series and deno!'1inations t 1lcreof, au

t10rizingthe excharwe of s::dd bonds for outstanding honds,and auttlOriz

ing the exchange of temporary bonds for permanent bonds v.'lien is~ue(l,

n.n;]

() 'C. i l -.t :.i y ., O.,J

,'1 ,. f';.,'

/v "- / / .{c:/1?f,(4 ..h:ft:/:i

WE, the undersigned, Trustees of the CHICAGO, IHLWAUKEE.A1ID

PUGET SOL~TD RAILWAY COMPillTY, do hereby consent to the holding of

a special meeting of the Trustees of said Company, at its office

in the City of Chicago, in the stat e of 111ino is, on the 26th day

of l-iay, 1911, at 11 0 I clock in the '. for-.Moon, or at the time to

which it rray be adjourned, for the purpose of authorizing the is

sue of temporary bonds, designating the series and denominations there

of, uuttiorizing the exc1!8,ng8 of said bonds for outstandingbondE,and at.1

thorizing the exchange of temporary bonds for perman::nt bonds when issued,

and tl~ transaction of any other business that may properly come

before said meeting, or at any adjournment thereof; and wehere

by waive notice of the time, place, and object of said meeting,

as provided in the By-Laws.

DATED May 26th, 1911.

REsoL,mD, by the Board of Trustees, that this COr.1pany acceptsall

and siYl8ular the benefits, and the ri@lts, ppiv:Ueges and authori-

ties :t,l:ereby grant ed, of an Ordinanc e of the City of Seattle

#27,262, passed the 22nd day. of May, 1911, apppoved the 31st d~y

of LII~, 1911, and published th e f:1r st day of ,Tune, 1911, ~~ ~ the construction ofa railway track across DUVJe.nish Avenue,

Montana Street, Wyoming Street, Missow~i Street, and in and along

Klicl{itat Avenue) in the City of Seattle, subj oct to all the con-

dit ions, restrictions, spec:!..fications and requireI:lents expressed

in said Ordinance.

CIHCAGO, MILWAlJI(.ST.~ Alill PUGE'l' sOtJ1.,m RAIL',{/'.y COMPAJ:TY.

ADJOU&\fED SPECIAL lmI!~TIHC OJiI TRUS'l'E~S.

CHICAGO, ILLINOIS, June _3rd, -1-911!..

Pursuant to adjournment, a sp ecial meeting of tbe Board of

Trustees of tlJis Company was held at the office of the Company in

the RaiJJrray Exchange, in ttLe City of Cnica,9:o, Illinois, at eleven

0 1 C10 ck in th e fa r enoon of this (l,ay.

Tl1es_~_wereprese!1~_: ll\:essrs. H. M. Byllesby, CharlesC.Dawes,

A. J. Earline;, La\','rence :B'itch, W. A. FUller, E. W. McKenna, and E.

n, Sevl'all, .7_,

And absent: Messrs. W. G. Collins, P. J. McIntosh, George P.

Earling, Honore Palmer I H. R. Williams, and Adolph Uhrlaub, ....~

Mr. E. D. SeV'lall, Vice President, having taken the chair, Mr.

E. W. Adams, Assistant Secretary of the Company, acted as secreta

ry of the meeting.

The Chairman presented waivers of notice and consent to the

holdimT of the meeting, signed b,rJ t'o e ab sent Trust ees, said con

sents ~and 'waivers aeing in the following for'm:.

"l, t.he undersigned, a Trustee of the CHICAGO, MILWAU~{]~ AND PUGET SOUND 13AI~:!~f-\Y CQ1iPA~1Y, do hereby consent to the holding of a special meeting of the Trustees of said Company, at its office in the City of Chicago, in the state of Illinois, on the 3rd day of June, 1911, at eleven o'clock A. H., or at the time to Which it may be adjourned, for the purpose of passing a resolution, requesting the Corporate Trustee of the new :B'irst Mortgage of this Company to certify bond:::-, under said. mOrL[~8..ge to t~l e amount of fp7 ,922,466.40, and the tr-cmsaction of any otl1er business tJ'lat may properly come before said meeting, or at any adjournment tllereof; and I .hereby wai'Tre notice of the time, place, and object of said meeting, as provided in the By-Laws.

"~ated , 1911:. II

'.' ... ! ..

The Chairman stated Heat the meetin:;: had been called for the

Pl.J.rpose of passin,':: a resolution, asking t:he Corporate Trustee of

the new :B'irst ;\10rtgage execut eel by U, is Company, to c ert ify bonds

-1

~.~~ -_._--_.__.~~~~

act:Lnn of aDj' ottcr b~J.siness V~1at may be broup:t bofor8 t"-:J8 meetinE~:.

tions were unanimously adopted:

V:I'1F.R~AS, under and in pur suanc e of Sec tions 2 and 3 of Arti cl e

T'lree of a certain li'irst j,10rtgar;e, bearing date JcH1lJary 1, lY09,

made and executed b~v tbe Chicaso, 1,Ulv r;:w::'

RESOLVlm, that the President be, and he llereby is aut1':orizecl,

in beha.lf of the Co:npany, to lease to the I~verett Ga.s Company, for

a period of twenty-five (25) years, a certain pj,ece of gr01md in

Snohomish, Washington, containing about thirty feet square.

There being no further business to come before the meeting,on

motion, duly seconded, the Board adjourned.

Assistant Secretary.

-3

T~ - T, - - - ''T'!~ ~::-:~~ ~J,')L"-"lflo; ~--;-. - i;'.~-'-v~~,' .' "': ,.' .,J.~":""" .......... -, -~..-..-..a.-.....-...--~_~~..__. _.~__ a._ _ _ _ _ _ _

I

WA VER AND Co SENT Trustee.' ...., .. . . . - _ -. - _ -- - - .~

........-:-:..::-: .."" .. .:.L.~ :...:.::..:...::.. ._7.. _ _ _". _..1.0.:- .': , .' ~.: ...:..:::::_.~;_ ~.:=-_.:_,._!.__ ~: __ " _ ...":': .. "".~-""'"""",,' ~. .. _~.(:".:. .. ..

....... $p~GJ.0L...... .... meeting of the

(;l.'Clj$t0ei:. . of' snicl CO!llpilny ill its orfier ill the City of CJ.LicaG:o.~.. .

111 tlJI' :--;,It e~l.E:v.en .. o'e]ocl' .. A ."r.. Ill' itt nny tillll' to wlJich it Tllil)' 1)(' ,,(l,jollrn~cl, for IJilc plll'pOSC'. of

pa.8;3. inf~: a Le.S 01u ti.o n .r.e.q1J.estinctl~e..Cor.por.a.t. eTrv.st.re.oLti).c. ne.Y;: .. l".i:c.sx... _Jortga~e of this Co~paDY to certify bond~ under said mortGage to t.o. f: .. q~1Q ..'.. t .. 0 r $7..} 9.22.,. 4:. 6. 6. ~4Q.,. .'.. . """ . anll \ 1\(~ IrallS,\(-.tillll of nny other hllsincss I'\lal mn.y pl'operl.v eome hdore' said meet.ing, or at any ad

jllllJ'JII1J('nt. 111I~rr(jf; ;111(1 r lwrrhy wniv(, notie(~ of the time, place Hl1doiJ,jr.et of s

It tl-,e under-siznecl, a. Trustee of the CJ-TC roc, l'IL'/A1JK.;-~:':

AIm PllG~T SOUN'D HAl' :YAY COHPANY , do ]\ereby con",ent to 'tr-j lloldinr,'

of a. npeoia1 meetinf~; of tl~e 'TnHltees of s State of I11inoin,on tle 3r ll

day 0 June , 1')11, at eleven 0 I cloc'c A.}~., or- at ~,>e t r!~ to

W: 101' it ma.y be adjourne:l; for t~;{; purpose of paf'.sin,c- a reso1LJlion.

request il1F:: tre Cor par 8,t e Trl.' st e (0 of trw n 0." First ~'!lort0ag8 of t1, is Co:npOr

before !'laid meetin(~, or a.t

,'''' . " ~ ." -, ,. \ Q ~u.ile ,'"It'(' ";:l" ....... ! J , I 1 ~l

":", (~ '/]] "' i. ~

it ," 0:

Junr-: :1.-;11, >It 11 A. '.. (J

tion, recuestinr U)C Corporate T"(lJst",ee Oftl1 8 new First Mort[';ace of this

1., r \..l)

'l'! '1,7 I' no t,i c \': (' (' L,. t t i' ',':. 1 !) ,_ r,l,C C I : "1' I 0 ~ .J (",:'t ,j ~ ',1;" t" ',oj:. \. 1 . ~ :1,'

June 1st 1.11J . ,.~./. .

. /I (V///

','

/ /," )

~/~ /;.;-:-~

L

1

"ol~~li.[

0:' a special me~tir}!c 0:' Vr> Trust'.'2S 0: s2.L-1 CO;-Tfj2.ny, at it s of-

Ju'[: e , 1111, 2ct eleven 0 I clocl;. A. "~., or G.t L~~'c tine ~o

,."'-,icl~ it '~~8,y 'be adjouxned, for tl-~e pnr:;JoQF) o{ pas"inc aresolution

rcq JestinG the Croporat e TnJ?t 88 of"

'b e (0 res aicl meet in&; , 0 r at any ~l, J..)0 u'(n'o~ ent t 1 ec eo.C ; 2,,:n d T her e -

by waive notice of LIe thne, place, 8.no. o'bject of 'C',2.:i.d. :J8etin,rr:,

June 1st , 1911,

WAIVER AND CONSE T !. Illl' 111lc!l')"siglll'd. n . ......... ',~~r1J$t.e.e . m the

~Irr" \1:1) \Ifi '\> '.~KFJ"

(In h('I('I)\ ("OIlS"llt to the holding of n .... speC.i8J . .....mccting of t.he

..... of snlll COll1pnl1)' fl.1 its offlec in the Cily of .C~ ic;l..:O., .

ill tll\' SLlt\' llf. . .rJ).tTI.():i.".~ nll the. .3.r.(1. .. rlay of .. ..... J\ine,. ..A D.

1Ql.l itt elev.C'n. o'clol'l;.A~.:-t, oj' at an.y time to whi('h it may be nclj 011l"n 8(1 , for th8 pnrposr. of

pas.8 in:.: ...a .. :C.;jcct of ,s"i(l mceting, as provide(l

III tll(~ I))];IWS,

................. J1J.(1.f~... lot.J... A D 191 1;'-;i:lJ)J;,.....................~~.~~.,

,Yitlwss: / /

consent to L;':8 1101clin,":

of 8. spec!8.1 meeting of' the Trustees of' s:::J,id Compf._:':j', 8L t'~'; 01'

, 1911, at eleven 0' clocK A.l~., or at t'r ' e time

to ',vhic'r: it r.1a=,j be adjourned, for t:-~e pl)rpose of passinG a resolu

tion, requesting t1:e Corporate Tn:2tee of tr,e nev" Firc3t Mor-tgage of this Compan}' to eer t ifyborcls under said, mort!!8f~e to the amount of ~~? ,922, 4GG. 40, and the transaction of any other 'ousiness that may properly come

before said il1,eetin.:7" or a.t any adJournment ti1ereof;

waive notice of the time, place, 2",:0

T1:o Chairman laid bei.'ore the ~eetinp; t;le follov'in,~'.: letter:

On motion, nl.i>\T seconded, it Vias unani!nansly

to in tl18 foreGoing letter is 'belie~red byr./., i " ";,,.. ;'d"

and that until Hie legality of t}le/,law is finally deter~inecl bjT tbe ~~ 1",\. . :J

-a-Y.~-e"S~,t.his Compan:y decl.in8 to comply wit!) tljC''; terms thereof.

>', OFFICE OF THE PRESIDENT"

I " , ,_ r,', ,~ ,,' ,,',' ,--( ,. ,") IZ' l ),0 -~11If I.k , \.'. ,. \ IJ 'Lt, ~ l".~ '" ....,t-:-., ... r- (.'\; c f.,.i'.-r'~ .' ;.' \ , f ,,-,. 'V. . .... fJ.. v\ . ./~" K"V }~ .. J"~ l . r;;."r ,,,(.' / oJ,, ,;: ',,' ,! '. , - . ,,; ;." ,/ l , pF,&:Ft .....1'1 . ,- , ,.,. J ',. \ ' 'I ~

~

'.\ ' " 'L I., --', (. e 'I " , lip., LoJ ~.-, ..... ,!. u " '." l ! - CHICAGO, June 20th, 1911.

Mr. E. R. Williams, President, ChicaGo, !'alwaukee and Puget Sound Paihvay Company,

Sea ttl 0, Ylnsh.

On behalf of, ond reproson t"in8, the Chi caso, !,:ilwau-

kee and St. Paul Railway Company, the ppincipal stockholder of t;he

Chi ca..f; 0 , I-lilwaukcc e.nd Pugot Sound Railwel,Y Company, it is requestod

that :'01)..2... Compan;y decline to comply with the provi s.ions of the Act

Crew Law," Cllaptcy' 134, Laws of,- 1811, in PGspect; 'to the provisions

whic:l require li[',h t engines wi ',-,hOl~ t cars to havo a cre\! con si st ins

'pf an enGineer, fircElI:m and conductop; freicht.. trains of tl\'vent,~r-

five Oi~ I!lore cars ~o have t\VC brakemen and one flaBman r V \; l[\~Jt cr

to h~ve had, at least, one year' 8 expe-rience in tY'U2.Yl service) and

an,? c ,her provis:Lons of the law, complic

Mr. E.D. SewEll) Asat. tc t'he Presjd' t. Jun e 27, 191-,.

I aru littachin j he:Ct1 t.o copy of Horr-l;) oltf.~:::"; Mi .. ler & Po tt'2:' , ( letter if the 23rcl in:;,t., e.nd a e'Opy of my reply thereto

i' even dat herewithj a.l. (j the copy of resolutiona w}lich HOl'n-blo"\'~-'t Miller & Po tel' request that you have adopted at the nex.t meeting of the T1' stees of the Puget Sound Com.pany. At the time VI,.; pr0pn:r-ed the original resolut ions, the bonds had no ~ aeries, and were not yet printed; but, of' couy-se, they w8:r'e;

MascI's. Hornblower, Uillor & Potter,

Attorn ys a.t T,aw,

24 Broad St., New York.

Gentl amen; -

Your let to of June ~~3rd with ..closures OfU.'Je duly to

hand.

halS been

Th au lE!lll

Hornblower, Miller & Potter -2- June 27, 1911.

advising that pr nted minutes in regard to 111ch you wired,me on

~he 23rd and also mentioned in the last paragraph of your lott(~r

of that date) were received by him in due oourse.

Your previous letter, dated June 2nd, suggesting tho.t

dctailo b given 1n regard to Personal Injur es, I,aw ..!>xpanse a.nd

certain other items as to whiuh thv Carpor to Trustee h ld in

aboyunce the que ticn ot issuing bonds to oover, was referred to

the Comptrol er's office, and data 1n regard thereto will be com-

piled by the time the eng neering de. tu is rns,de up.

Reap otf ly,

As t. Genl. Solicitor.

R:SSOJ~UT ION.

W1-mn..EAS this Company by reso1ut ion of its Board

of Trustees dv:iy adopted at a meeting of said Board held on

June 3, 1911, did call upon the united States Trust COF1pany

of New York, Corporate Trustee, under and in pursuance of

Sections 2 and 3 of Article Three of a certain First Mortgage

dated January 1, ]909, rn.c:de and executed by Chicarr,o, Milwaukee

& Puget Sound RailvJay Cor:.pany to United States Trust Company

of NeVI York 2.nd Edward W. Sheldon, 8.S Trustees, to certify

and deliver to this Company bonds to the amount of $7,922,466.40

on account of cash actually ex})end(~d. by the Company since

January I, 1911, on account of property acquired and work

done in the acquisition, construction and equipment of the

lines of railway, terminals: and other property of this Company;

and

Vv'lC:;}LE;AS said United Sta.tes Trust Company of New

York, the Corporate Trustee of the aforesaid Mortgage, in

purBuanc eo of' saiC. resolution, on or about June 6, 1911, did ..

indicate its Willingness to certify and. deliver at that t im.e

'00 nels to the iU~i('\) nt of $7,156,000., and did thereupon 2,n0.

r;-....-upon the oreier of l:. D. Sewall, Vice-president of this Co:npany,

certify and (e1iv(;1' the followi.ng temporary First Mortr;ar~e

Four Per Cent. Gold Bonds, to-wit:

1 Bond, cJ.en01~;in8.tic'c1' $5,000,000., Series A, No. 31;

2 :B 0 n d s , e2. Ch a f denami nat i 0 IT of ~~ 1 , 000 , 000 " S e r i esA, Nos. 32 and 33;

1 Bond, den 0 Inina t i (i n $1 56 , 000 " S e I' i esA, No. 3 4 ;

RESOLVED that this Company autnorize, ratify and approve the execution, certification by the Corporate Trustee and the delivery of the afore-said temporary bonds: in substantially the form as heretofore adopted by this Board at a meeting held on May 26, 1011, to the aggregate principal amount

of $7,156,000., and the designation of each of sa io. bonds. by caus ing the same to be m

Hornblower. Uiller & Pott.~1', ~~4 Broad street.

COP Y.

Ne" York, June 2:~. 1911.

n.:r. Dyn"o, J\.6sL. Genl, Sol.ie;itor, Chicago, Mil 'lJaukeu c~ st. Pn.\11 Hailway Co. t

Chicag~, Illw

I am in r,;;c:;i t of a le'.ter from Counsel for lhe :miLd S+"o..tr:5 Trust dfl?:'in"n:J, f)'f)':, ~'ihi(:h I quote trl~ follo 1ing:

liT' ,~ ",', ..... ,,,t1- "

I

..

,~

-1',-

Having racej.v"d [~ telec;ram from Mr. Field th8.t he hc:c! not received cop18a of the cor,lpletec4 printed ,1iml.t~;1", tnd,~.y teleF-~ra})hed you requesting you toforwarcl hi~:. llilJ COll tee i,:,mediajely and +'0 nc,t).fy bim accordinr;ly.

I

Chicago, Milwaukee & St. Paul Railway Co., ."

FORTY-TWO BROADWAY, ~, 'i . "$.:

~:}\ ". J'. ROSWELL MILLER,

CHAIR"""".. OF Tl-oIE: BOAnO.

NEW YORK, June 20th, 1911.

A. J. Earling, Esq., President,

Chicago,Ill.

Dear Sir:-

It wiJ1 be rather necessary to have a Vice President

and an Assistant Secretary of the Puget Sound Company in New

York for the purpose of siGning rogistered bonds. They can be

sent to Chicago, but the delay would be such as to create criti-./

/c i GIJ.

Chairman.

/:if ,[f'

J j ,. I r y ...., '..j .. ,' ~.... " .

J .... ,-.j '\. Jil l

I '-', /.

,r'I'

June 12, 1911.

Mr. Roswell Miller, Chairman, C.M.& st.P.Rly Co.,

42 Broadway, Now York, N.Y.

Dear i:3ir:

In Mr. Earling's absence I eg to acknowledge yours

of the nintll, instant.

The by-laws of the P-I.lget Sou.nd Company provide f r

an Assistant Secretary in Chioago, but not in New York,

and for the election of Assistant Secretaries by the Board.

The appointment of an Assistant Secretary woul theref:~re

appear to be invalid, and a moetine of the Board of Tru~

tees would cost as much as the ex-penses of }Jr. Adams I tri.~\

to New YorJr. In fact it would be very diff'iault to Bet

a board meeting, as other Chioago directors, as well as

Yours very tru.ly,

Vice-Pre siden t ..

\ . ., >

Chicago, Milwaukee & St. Paul Railway Co" FORTY-TWO BROADWAY,

ROSWELL MILLER,

CHAIRMAN or THE eOARD.

NEW YORK, June 9th, 1911.

A. J. Enr1ing, Esq., President,

Chicago,Ill.

Dear Sir:-

If you Can arrange to havo an Assistant Secretary

of the Puget Sound Compo,ny appointed in this offico, it will

so,ve t:r. Adi:lillS the troubJ. e of coming to sjgn:!'25, OO(), ClOO cff

bonds. I suggest R. J. Uarony as the proper person to appoint./--

/' Yours very ~ ! ~ /

/JJt/Chairman.

'::>c..cy,Form W-3 Certi'fied' COlY Minutes

Chicago, Milwaukee and Puget Sound Railway Company.

OFFICE OF THE SECRETARY E. "v. COOIC

e..r~CH.o:TAnY

Seattle, Washingtoh, July &, 1911

Mr. E.W.Adams,

Assistant Secretary CM&PSRyCo.,

Milwauke e, 1!iseons"in

Dear Sir:

I am sending you herewith for your files and records

pri nted minutes 0 f meetings' of Trustees and Stookholders of th i a

Co~pany, certified by me as being correot, whioh printe4 minutes,

with. typewritten minutes heretofore sent you will make your record

com.!,l ete . For your guidance in entering up these minutes in your

record books I am giving below the order in which they are entered

in my reeOr ds.

IN RECORD OF TRUSTEES' MEETINGS ...

)l. Minutes APRIL 1st, 1911 In printed form herewith.

I! 1I II2. Minutes APRIL 8th, 1911 l-'" 3~ ranu tea APRIL 29th, 1911

v' Typewr1 tten caVY heretofore "A" furnished.

~ \ y' 11 II t 4. :ranuteB MAY 18th, 1911 " "Ell

vI ., 5. Minutes MAY 26, 1911 In printed form here'wi th \ "'-., ..

Mr. Adams. -2-

IN RECORD OF STOCKHOLDERS' MEETINGS. vi/

1. IfJinu"cas APRIL 17th. 1911. In rrinted form herewi tho

v 2. Minutes APRIL 25th. 1911 v " " "

,/ It

( 3. Minutes MAY 8th. 1911 " "

I' I'>'

4. Minutes MAY 15th, 1911 I Typewri'.; ten CD: Y heret 0 fo're "e" sent you.

V' 5. Minutes MAY 22d. 1911 v ., " Q '''D''

6 Minu":;es MAY 31, 1911 v In printed form herewith.

On pages 25 and 69, rospectively, of the rrinted minutes

sent you he rewi th, I havo ind ica ted by let te rs "A" and "B" , and

" 0' and ''1>'' ',"here the minutes ami ":ted from the pr~nted COI)Y

should be inserted in your records. Also on page 62 you will

note that I have added a reference to the pages of the!f'.rrustees Tl

book whiOre the 1,'!ortgap;e Up.1 ears; th~s being done to avoid the

necessity of co:-ying the Mortgage twice.

I believe that with the above explanation you will find

no difficulty i. making your records correspond with mine.

Zin dly ac1rnowle dge r ece ir t 0 f the enc 108 ed.

Yours

..

Chicago, Milwaukee & Puget Sound Railway Co. .,

OFFICE OF THE PRESIDENT.

SEATTLE, July 17, 1911. M

Mr. E. D. Sewall, Vice president, Chicago.

Dear sir:

Replying to your favor of the 11th:

Mr. Field advises that it i8 not necessa~r

to have a. meeting of stock-holders to 64:1en'1 the by-laws.

The by-laws provide for one or more Vice Presidents.

There i8 now a vacancy in the office of Assistant Secre-

tary. The Board can caJ.l a meeting and elect another Vice

President and Assistant Secretary.

Yours trul~r,

tflltflU~

Mr E D Sewa J 1) A $ t. tothe Presid e n t . Jul y .'3 ~ 1 ')1 1.

You inCluiTe whetl'ler it is necessary v> aoend the J3y-Lo.~:~ IJ f the Chicago 1 Mi' '1m J.:t; e & Puget Sound Rai 1 way Ci."Jmpany te' r{)-vi~e ~0r a V1ce-PreBident and an Assistant Secretary in New York City.

W'nile it may be a. ol.lbtfu.1 quest"on, I arl trlG ... n~d t{) the opinion t.tlut t1~e languuge or Article X, parUcttlarly t11e second. rnr3.grapl~ ther,~u:f, i die' ti:~3 that tile present By-Law::; are not bx.'(;ud ::iU gh t.) a th c'ZG an A:3s:l.stant Secrc::tary f':JI: Ne'{ York City. I would ac ordingly recommend t~'lat the By-Laws 1)t! aGlende1 80 as to re110ve them0f the doubt as to authority in this re~pect.

As t i) the o~'fiee of VicwPresidellt. the r'resent By-Laws are not so narrow. and it is pro oab1 e tfla t th Y would 'Deur Bueh con struct10n us wo .lId autho ize, the appointment of a Vice-President j n New Yo rk Ci ty. However. if an amen . ent of t ,e By-Laws hi to be made to eettl'2 the Assistant Secreta:cy ~luestion, it mie;ht as well be malL to incl'.lde also having both n. Vice-President and an Assistant Secretary located in New YOrk City.

I aJ:1 herewit: retl1!.'~ling your file.

Asst.

l.

, {, ~( {. r i

JUly It 1911.

Mr. H. R. Williams, Pre sid ont 1

Seavtle, \7ash.

Dear Sir:

FO!' the purpose of signing reeistereCl. bonds. whioh are onlyissued upon the surrender of the ordinary type of 'bond, it is de-sirable to have a Viae-President and Assistant Secreta~J of tho ~l-get Sound Company located i.n New York City. This, aD r unc1erste.nd. it, requires an arnenOlnent to the by-laws. Whenever it is conven-ient to do so, will you please hold a stockholders' meeting prOVid-ing for the above, and advise me when done. Upon the recei~t of this information we will nave a t:r.u.stees' meotins, mId fill the of-fiaes.

Y01U"S truly.

Vice-Pre sid~nt.

~ .i f'~- , /.~.I '- \ ;/ /J~. r / ..-y......... V' '--- 1..-'-~

/I ~"- July 22, 1911.

/-0- L ,/ C' '( / r-

Mr, H. R. Williams, Pree1dent,

Sea.ttle, Wash.

Dear Sir:

The Board of D1reotors of the C.M.& st.P.Ri y Co. at its meet-

ing ~11y twentieth authorized the oompletion of the line trom Bonner

to Bonnero Landing, fl.nd. from Lewistovin north eighteen miles. Sim-

ilar aotion will be taken at the first meeting of the Doard 9f. the

Ptlget Sound COfupany. Your 0 va'ry truly.

Viae-Pres1dent. \~ ..

Seq". Form \V-3

Location Thebes Reservoir.

E. w, coor(, t:otF.CHI;TAHY , ~

"

Au gu 6t 3rd, 1911.

J

~r. j;;. W. Adams J

A6~i8tant Secretary,

Nill '1Rukee, Wie.

"Jertr 3ir:-

As soon a~ consistent, will you have the following

resolution, coverin~ the location of the reservoir at Thebes,

',fan t n.1lfl., adopted by the Board of Trustees a f this Compnny:

RESOLVElJ that the ~urvey and locat ion of propoeed reservoir of t'tlis Company I as made by the Chief Engineer, staked out upon the e;r'ound and hereinafter ;nore particularly described, be and the sa.me hereby is fLiJproved and adopted A.B the definite survey and location of said propo6ed reservoir:

Snid proposed reservoir is located on a branch of Sun Coulee in Sections Seven ('7) ami Eighteen (18), Township Nine (9) North, Range Thirty-six (36) EAst and in Section Twelve (12), Town~hip Nine (9) North, Range Thirty-five (35) East of the Montana Princ ipal Meridian, no rth of stat ion a f Thebes on the main line of railway of 1;.his Company, all in Rosebud County, Montana,haa n 1'lootlecl area of 33.57 acre s in said Sect ion 7, 40.97 ac rea in ~nid Section 18 and 5.54 acrea in eaid Section 12, a capacity of 306.9 acre feet and the source of ~upply from the rain fallon a drainage area of 10 square miles; all as shown in detail upon a certaln map identified by the signature of t~e Chief Engineer of thie CompAny and dm file i~ t:ae office of the Gecretary there-of, Wilich map i6 hereby referred to and made n part of this re-solution.

Kindly wire me tlle date of adopt ion of this resolut ion

in o:::-der that I may insert 6L4ch date in filing mapa which I am

I

E. W,A. -2-

holding and forward the same to the land office for filing.

shall at that time send you a blue print of such map for your

filee Rnd information.

. Yours truly) /

(

/(:dlc";/( GHB:R Secretary

~. ')( III Vv - ~

20Location Silver Bow Canyon.

Chicago, Milwaukee and Puget Sound Railway Company.

OFl,'lCE OF' THE: SE:CIU';TAIlY )':, ,,', ('Oor,::,

Seattle, Washington, July 21, 1911

Mr. E. W. Adams, Assistant Secretary, C. M. & P. S. Ry. CO' 1

Mil vaukee, Wi s. Dear Sir:-

At your earliest convenience, will you please have the

following resolution adopted by the Board of Trustees of the Puget

Sound Company, covering neWly located line through the Silver Bow

C8nyon, Montana:

RESOLVED: That the survey and location of this Company' 6 proposed line of railway, as made by the Chief Engineer, staked out upon the ground and hereina.fter more particularly described. be and the same is hereby approved and adopted. as the definite survey and location of said portion of line of railway, the center line whereof is described as follows:

Beginning at a point in the Wi of Section 16. Township 3 North, Range 9 West, Principal Meridian of Montnna in Silver Bow County. Montana, distant 979.4 feet S. 83 20' E. from the quarter corner on the west line of said Section. said point being Station 0+00 of the survey of said portion of line of railway; thence N. 82 07' W. 982 feet to a point ~n the west line of said Section 16 distant 21.0 feet northerly from the west quarter corner thereof. said point being Survey Station 9+82; thence westerly and northerly a distance of 2.72 miles traversing unsuryed lands 'to a point in ~the east line of Section 13, Township 3 North, Range 10 West. P.M.M. dietant 983.50 feet 60utherly from the Northeast corner thereof.

---sai d po int oe in15 Survey St a.t ion 153+43.?; thence in a northwesterly and northerly direction, succes~ively. through portions of Sections 13, 12 and 1. said Township 3 North, Range 10 West, P. M. M. a dis-tance of 2.42 miles travers1ne; surveyed lands to a point in the - Ht of said Section I, distant 2913.6 feet S. 59 52' W. from the North-

Mr. E. W. Adams ......... 2

east corner thereof, ~aid point being Survey Station 281+32.9 of the survey of proposed line of railway above described, Rnd being also the point of connection of said propoged line of railway with the present main line of railway of thie Company, ae now constructed and operated Acr08e said Section I, the total length of said proposed line of railway, above described, being 5.38 milee,all in Silver Bow County, Montana.

Which eaid survey and located. line of railway are more particularly shown upon a certain map, identified by the signature of the Chief Engineer of this Company and on file in the office of the Secretary thereof, which map i6 hereby ~eferred to and made part of thie resolution.

Kindly wire me as 600n as this resolution is adopted

giving me the date of its adoption, in order that I may insert

such date in the filing mape which I am holding and forward the

Bame to U. S. Land Office. I shall eend you a blue print of

wuch map when it has been 60 completed.

Yours truly.

GHB:R Secretary

......... _ l .Shares

PROXY. KNOW AI.JL MENDY 'l'HESt; PRESEN'l'8, That I, !_~ ~~ Ji'tJ~~, .

oL _ ~.}l.i..~~~~.~.; ~_~~~.~~.~.~.~ the undersigned stockholder in the _ gl1:~.~.fl.~~.~ .~.~.~~l

I

1 ...........................Shares

PROXY. I ~. KNOW J}.1.JL MEN BY 1'HESE1' PRESEN'l'S, That I, ~.~ '*......~eJJ9.~J\..~ .

of. Qh10.llg.Q........ I.l.l.1n.o.ie .'.. thc undersigned stockholdel' in the

...........9.~~.~~~~:J. ~.l.~~~.k..~.tl ~Ci. ~.~.~.~.~ ~.~.~~c:t ~~.~.~Y!.~Y.. 9.~.~~.~?Y.. .

do hereby app:lint and consLitutc... R.. R....W.lLLI.AM8 3.11.d. H li..1!IELP... _.9Jo. __~.~~.h~.r. 9.f_.:t.A!1.z;n

of ~.~.~.~.'\i.1.~ .w.~.13h.~t:ltrt.~.P.- __ my true and lawful attorney and agent, ~. 1r-- with full power of su bstitution, to vote for me and in my name, place and stead, at ~?r~.~ . ~ - ~

~ lHeeting of the Stockholders of said Company to be held at... ~.~.fl~.~.~~, ~.~.~}.~.~.~~.~.~.~.: .

on the 4th day oL .a.~pt.~mb.~.~ , A. D. 191...1.., or at any adjournment ) 'fe:::' thereof, with all the powers I should possess if personally present.

, ~ Witness my hand and seal this !d..~ day of.. ~.: , A. D. 191.1. .

................... , ': ~.: (Seal) Witness:

............................Shares

" PROXY. KNOW ALL MEN BY TIIESE PRESENTS, That I, ~ ..~ P.~ ~.W.~.'--- .

of.. Q.l?:.;:~.~.G.~ l~.;1.Afl.~J~.t.~: ~., _ the undersigned stockholder in the

._ ~9~~~~~:~: :~.~~"!~~~.~~ .. ~El:~~ .. ~~~~.~ ~..()~~~.,.~.~.~.l.!~.y. .. :g.?~~~~ __ _ .. I do hereby appe>int and cons(itute....J~:'l.~.~.w.J:.~~.A.~_ ~!lC:l ...M~.~l"..i ..!.~~L-.~.~ ...:~.~.~~~Et_~ o..~ ~_~~m,';

~ ... -... 'II.'

~ i of _. __ __ .g.~.a..~:~.~~L ..\V.~.~.~~.i.~~~.~.~.~ _ my true ~~~t lawful attorney and agent, with full power o substitution, to vote for me and in my name, place and stead, at.. .....~~~.~.~.~.:....... __ .. __

c-:-e Meeting of the Stockholders of said Company to be held ~t... ~.Et.~~?.l.~ ~'-'!-.~!l.~fol~~.~.~.! __ __ ..c.::.. ~-)

on the __ ~.~.~ ..day of ~~J?~.~.~~~~ __ .__ .__ , A. D. 191.:~.. , or at any adjournmentd @-:, ) thereof, with all the powers I should possess if personally present. ;

Witness my hand and seal thiS.-- day of../7 .. ._ (Seal)

. .

__ __ ..~ ~hure,;

PROXY. KNOW ALL MEN BY 'rEESE PRESENTS, That I, .. .. _._ _.A_. VJi.fUH.\u.~ ,_ __ ._

of.. .__ ._ .. _P.~~~.().~~~L.}.l..~_~!.l_O'~.~.I_._ _ c _ lhe undersigned stockholder in the

l---.._ _._.g~~_~.~~~?~~_ M._;.~.'~~.~.~.~._.~~~~_J?_~.~.~~__ ..~.~~.~.~ ~~.'~.~~.~Y. Q9.~~.~.l}y __ _ __ .

do hereby app~)int and constitut

PROXY. KNQlV AlJY; }\'IEN BY THESb; PRESENTS, 'l'hat I, 0:HABLES G.. i)AWE3 .

of. : C1J.~.c:;:JH!9 ..... 1;l,;I.j".p.Q.~.~ .............................Lhe undersigned stockholder in the

.....................lJ}1.if;~.f;!;.9.....NJ;l.'N.ll.\1~~.~E' ~~~ ~~~gl;).t> ~p~.~4 !t~~.~;l.~~.y (;O'IIlp.~~y .

do here by app Jint 11 uel const it ute.l.i.. }-'~.~.W:r.:w:.:tA,Lif3. ~.r~.d..JI. ij....E.'.P~~p.J. ().I' ...

.::.\.) :>'

PROXY. KNOW ALL MEN BY TIIESl'; PRESENTS, That I, W.j -G-.,. OOLLINB .

of.. ---- -- Be.at-tl~.--Wa-ah_i_ngto_n_ .. : lhe undersigned stockholciel' in the

.O.hi.cag.D.-t...Milwauke-e- ..and- ...P-ue-et-So-u.fid"R-ail"'\Ya.Y"crQmpany' .. .. .. .. .. .... ....

do hereby appJint and constitute--.-- .. lL ....R W1:1.1-1-arns- ..and.H-.H-;,:--~1-i_el-d--j"''Or'''ei"t"her--ce them

of __ __ .S.e.~.tt.l.e+ __ Waehi.ng.ton. -- __ my true and lawfnl attorney and agent,

with full power of substitution, to vote for me and in my name, place and stead, at AtifftHilL -- ..

Meeting of the Stockholders of said Company to be held at...--~.t>--..ttl ----1'~fLi.. -- ..t --. . UQa, e. n(l.SIl ng on

on the; .. --4th----day oL. .. .... .. ..Se1:i"tembfn.-----, A. D. ] 911--" or at any adjournment

thereof, with all the powers I should possess if personally present..

Witness my hand a~d seal this.. __ ./~.~.....day oL--Augu.-st .. .... --------, A. D. 191..1 ,

~~~(Seal) L-.'

KNOW ALL MEN BY rrHESB PRESENTS, That I, " J~.~ ..)A!".. J~Th~~.~X.~ . of. wq~~.~e.~ P~~J~:~.~.~., thc undersigned stockholder in the

...........................Gh1c.68.Q.... .la.;\..~~.~l~9JL.~.~.4 .. Jl.~E.~:t.. ..3.9.~.~.4 ..g~;.~.~y. 9..

........ l 0Iliil'(:~

~

c.::s @ = ..-f ~ l

PROXY. KNOW AIJL MEN BY THESh PRES},.~.~g~.O'~.A__ .

on the ~_~_~.. __ ._..day oL _ t?~_P.~.~?1p.~~ _.._ , A. D. 19L~ .. _, or at any adjournment

thereof, with all the powers I should possess if personally present.

Witness:

.:.

SCf.:Y~ 1"')1111 ,'t b~' I

........ ,'lll;t (( '.""

PROXY. KNOVl ALI.. MEN BY THES1'; PRBSENTS, That I, (}~9._~ p'_~_ ..~~~li_(} ......... _ _.

of. _ _ _.~.~~_~~_~~~~_,_ __ .._~~.~.~'?

1

.................~ Sharcs

( PROXY. KNOW ALL MEN BY 'l'HESB PRESENTS, That I, __ ..M~!l.G~J.i'l~.GJL.,------ ---- .

of.. .. _.._ .__~ .._:.Oh1-Q-.ago lllj,no.ie-~---_ , __ , the undersigned stockholder in the

..._ _ ~_l~.~.~~$.!h.,.~~.;.~.~~.~.~~ __ .~~4.._p~.s~.~ ~.~~.~~ u.~_~_~.~y _Q_~~_~~y. __ .. __ ._

do hereby appJillt and constitute.....~_~_~_ ...~t~.~J_~_~ ~.~_~ ...~ .._~~_.w.~qq:'P..I ~_~ __ ..~J:t?_h~.~._._~_L_~.h~_m of __ .. .S.~.R'tf_'t.l_e WaQ-h1ngt-o-n __ my true and lawful attorney and agent,

with full power of substitution, to vote for me and in my name, place and stead, at ~.~.~_~~.~. ..

Meeting of the Stockholders of said Company to be held at... __ .__ ..... __ .~.~.~~~_:L.~_, ....~~~~-h~-!\-g.~-~~ .. .. _

on the.... .~:t_h .._......_..day oL.._.. __ .... G~p~.~-m'b-~-f. __ .....:.. __ ...... __ .. , , A. D. 191.1 .. , or at any adjournment

thereof, \vith all the powers I should possess itiersOnally present.

Witn'" my hand and ".1 thi,. IT. da:.~.~

Wi'n'~~y~~ .

, .,

t 1 : C (T I Ct,.c:

'.'.' . WAIVER AND CONSENT

.........m

...........:'!Pfj.C;~(:l:L , -::-:-: m('el ing- of tIn!

onllie. .. day of' . A. n.

1!J1.1. ;1t..l~:..A.'.~o'l'lo(:1,A4... :\I., or at any t.ime to which it may b(~ adjourned, for the pnrpose of

:c=~~:-c.C':":..-:-:c.................... . .

Hnd the IJ'an.~ildior1 of allY other bm;inessfhat may properly come hefore said meeting, or at any ad-

,iOIlI'lllllerit. then'o!': and I lwrl,hy \I'Hive Iloti(:(! of' the time, phlee Hrld ohject. of said mcrting, as provided

III the iJy-law.~.

nat.ed . .A:

r ..... ~lf? 11"'('er~l T~l~(l r:I 'l,...-("~tf"'''' 0'> ..~ '_ ~_ ._UftA /UL t ,_.~

.~ t1'1e unde!"sigl1 ed, a Trust ee of the CHICAGO, MIV"A1l{,; .~ AN])

PUGET SOl.T},TJ) RAILWAY COMPAUY, do hereby consent to the hoJ.dine: of

a ~pecial meeting of tl:e Trustees of said Compa.nJ, at. its office

in t1!e Cit:'," of Chicar:o, in the St8.t e of Illinois, on tlle 30tl"

day of August , 1911, atlO:450'clocY.: A.M., or at the time

to \vhich it ma:r be adjourned, for the purpose of electing a Vice

President cma an Assistant Secretar:l,

and t118 transaction of any ot},8'( business tbat may properly come

before said meeLing, or at any adjournment .thereof'; and. I here-

by waive notice of the time, place, and object of the meeting,

as provided in the By-Laws.

I ,

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WAIV R AND CONSENT .In th e

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do hl'l'l'h,\' l'Oll~Hll t.o the holding or

CHICAGO, MIL\1'AlJ1

On motion, dUly seconded, the following preamble and resolu-

tions were unanimousl~1' adopted:

W}ffi]R~AS, t'nis Company, b~f resolution of its Board of Trustees

dUly adopted at a meeting of said Board held on June 3, 1911, did

call upon the United States Trust Company of New York, Corporate

Trllstee, under and in pursuance of Sections 2 and 3 of Article Throo

of a certain .1!'irst :'I10rtgar;e dated January 1, 1909, made and exe-

cuted by the Chicago, Milwaukee and Puget Sound Railway Company to

Dni ted Stat es Trust Company of Hew York and Edward W. Sheldon, a8

Trustees, to certify and deliver to tbis Company bonds to tl1.e a-

mount of $7,922,466,40, on account of cas}} actUally expended by the +. :

Obmpany since January 1, 1911, on account of property acqUired and

work done in the acqUisition, construction, and equipment of tlJe

lines of railway, terminals, and oUler property of this Company;

and

1J/l-m:REAS, said United States Trust Company of New York, tlie

Corporate Trustee of the aforesaid Mortgage, in pursuance of said

resolution, on or about June 3, 1911, did indicate its willingness

to certify and deliver at that time bonds to the amount of ~~7 ,156 r

000, and did thereupon and upon the order of E, D. Sewall, Vice

President of this Company, certify and deliver the following tem-

porary ]j'irst Mortgage Hour Per Cent. Gold Bonds, to-wit:

1 Bond, denomination $5,000,000, Series A, No, 31; 2 Bonds, each of denomination of 81,000,000, Series A, Nos. 32

ano. 33; 1 Bond, denomination ~>156,000, Series A, No. 34;

RESOLVED, that this Company authorize, ratify; and approve

tbe execution, certification by the Corporate Trllstee, and the de-

livery of the aforesai'd temporary bonds in substantially the form

as heretofore adopted by this Board at a meeting held on 1~~ 26,

1911, to tl:8 aggregate principal amount of ~~7,156,000, and the des-

ignation of each of said bonds by causing the same to be marked

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Series A, and til e e11elo rsernent upon eac:-; of said bonds befo re de-

livery thereof, of tIle payment of interest tl,ereon to January 1,

1911; an d furtl1er

RESOLVED, that all action heretcfore taken by any corrnnittee,

officers, or agents of this Company, or by tn e Unit ed States Trust

Company of New York, the Corporate Trustee aforesaid, in respect

of tre issue, certification, and delivery of the aforesaid tempor-

ary }!'irst Mortgage }i'our Per Cent. Gold Bonds, in pursuance of au-

tllorizations by this Board. of Trustees, or in anticipation tl-jere-

of', be and the same hereby is in alI respects authorized, adopted,

ratified, approved, and confirmed.

On motion ~uly seconde~, it was unanimously

RESOLVED, that tl:e survey and location of a proposed reser-

vo ir of t11is Company, as made by trl e Chi ef' Engineer, staked out

upon the ground, and hereinaft er more part icularly described, be

and the same hereby is approved and adopted as the definite 8ur-

vey and location of said proposed reservoir:

Said reservoir is located on a brancll of Sun Coulee in Sec-

t ions Seven (7) and Eight een (18), Tovms}: ip Eine (9) norton, Range

Thirty-six (36) east, and in Section Tv/elve (12), TOvvnsllip Nine

(9 ) north , Range Tl1i rty-five (35) east of the ~!lontana Principal

Meridian, nortt, of station of Thebes on the main line of railway

of this Company, all in So sebud County, :\Iontana, has a flooded

area of 33.57 acres in said Section 7, 40.97 acres in said Sec-

tion 18, and 5.54 acres in said Section 12, a capacity of 306.9

acre feet, and the source of supply from th e rain fallon a drain-

age ar ea of 10 squar e miles; all as shown in detail upon a cer-

tain map identified by the signature of the Chief Engineer of this

Company and on file in th e off ice of tJ:i e Secretary t-h ereof, which

map is hereby referred to and P.1.ade a part of this resolution.

On motion, dul;>::. ~econded, it VIas unanimously

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?ESOLVE",g, tbat tte survey and location of this Companyls pro-

posed line of railway, as made by tJ'8 Chief Ji;ngineer, staked out

upon the ground, and hereinafter more particularly describe~, be

and t ]l8 same is herGby approved an.d adopt ed as tll e definite s:1.rvey

an,! location of said portion of' line o.C railway, the center line

"Yller-eof is descrH)ed as folloV'ls:

:BB~nmnJG at a point in the '';'/-1, of Section 16, Tovms}lip 3 norU),

Range 9 west, Principal Meridian of Montana, in Silver Bow County,

Montana, distant 9'1'9.4 feet S. 83 20' E. fror.1 trie qua.rter corner

of the west line of said section, said point beinr Station 0+00 of

the survey of said portion of line of raihvay; thence N.G2 7' W.,

982 feet to a point in the west line of said Section 16, distant

21.0 feet nort1'lerly froH~ the west quarter corner t]]ereof,said point

1)eing Survey Station 9+82; thence westerly and northerly, a dis-

tance of 2.72 miles, t'raversing unsurveyed lands, to a point in the

east line of Sect ion 13, Township 3 nortl1, Pange 10 west, p. M. M., distant 983,50 feet soutllerly fro:'l~ the northeast corner tl1ereof, said point beinF~ Survey Station 153+43,7; thence in a nortllwester-

ly and northerly direction, successively, through portions of Sec-

tionfl 13,12, and 1, said Township 3 nort1", nange 10 \vest, P.U.M.,

a distance of 2.42 miles, traversing surveyed lands, to a point in

t''1e N}'of said. Section 1, a distance of 2913,6 feet S. 59 52' W"

from the northeast co rner t1lereof, said po int b eine: Survey stat ion

281+32.9 of the survey of propo sed lin e of railv,ra.y above described,

and beinG also the point of connection of said proposed line of

railvmy with tile present main line of railway of this Company, as

now constructed and operatecl acrOSC:l said Section 1, the total length

of said proposed line of railway, above described, being 5.33miles,

all in Silver Bow County, Montana;

'hThich said survey and located line of railway are more partic-

u1arly sho'V'm upon a certain map I identified by the signature of the

Chief Engineer of this Company and on file in the office of the

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Secretary tlereof, wlJic:; map is here'by r8ferred to and made part

ofL:,is resolution.

On motion, dU~y seconded, it was unanimously

RESOLVED, by t~'e I30ard of Trustees, that tbis Company accepts

all and singular the benefits, and the rights, privileges, arld au-

thorities thereby granted, of an Ordinance of the City of Seattle,

No. 27,262, passed th e 22nd day of day, 1911, approv8d t}l e 31st

da;y of May, 1911, and publisl1 ed tl; e first day of June, 1911, au.-

trlOrizinc; the construction of a railway track across Th.lwamish Av-

enue, Montana Street, Vt'yomine street, Missouri Street, and in and

alon!; Klickitat Avenue, in tbe City of Seattle, subject to all the

conditions, restrictions, specifications, and requirements ex-

pressed in said Ordinance.

rYhe Chairman laid before the meeting the following letter:

"CHICAGO, June 20th, 1911. "Mr. If.! l~. \filJ:.i~_s,. Pr(3.si9:~nt ,

Chicar;o, Milvlaukee and Puget Sound R::J,il'!.ay CO'"iTPany, SeattleJ . Wash.~

Dear S il~ : -On behalf of, and representine;, the C1:icago, }Ulwaukee

and St. Paul Ha,il"Jay Compa.ny, the principal stockholder of the C111cago, Milwaukee and Puget Sound Railway Company, it is request-ed U!at Y01Jt'" Company decline to comply with the provisions of tbe Act of th e Legislature of th e Stat e of Washington, knoV'rn as the "]'uII Crew La'll, II ellapi: er 13 /t, La\Vs of 1911, in rp.sp ect to the pro--visiorls w}iich require ligllt engines without cars to ha.ve a crew consisting of an engineer, firemal' an,d conductor; freig~lt trains of twenty-fi ve or mor e cars to have two brak emen and on e flagman (tl,8 latte-r to have had, at least, one year's e:-cperience :Ln train service) and any otlier provisions of the law, compliance with which will res'L,lt i,1 imposlll,; upon your Company unreasonable and unnec-essary pecuniary burdens, when considered witl1 reference to the conditions prevailinc; 0"", your lines in the state of Was1o l inr:;ton.

In the event that your Company is now complying wi th the provisions of tl,8 1m\' above referred to, it is requested tLat it forthwi th refrain from a furt11 er complianc e tb er ewi th.

You are further asked to present this request to the Board of Trust ees of your Company for early act ion and to advise me thereof.

Yours truly, AJ. E~IHG, Pres:Ld~~t, ChicaGO, M~l\~~ee and St.Paul

H~i11Nay Company,"

On motion, duly seconded, it was unanimously

-5-

t1'; e for eup ing lett er is 1;elteved by this Company to be illegal and

t!:at until the legallityof tIl('; afore~aid law is finally determined

b:y- p.; (3 C01)rts j Ul1S Compar~y decl ine to comply VIi tll the terms Ul ere-

of.

T1'!ere lJein< no fl..irt: 1 er b,Jsiness to corne before the meeting,on

Att est:

AssistanL Secretary.

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I

11"-0/0>~-CT'. Form W-3 Minutes ~ 20

21 Chicago, Milwaukee and ~l1get Sound Railway Company.

" W'.~:'~", v:.::~:::::ET:~Ptember 6. 1911 Mr. E. Vi. Adams,

Sec retar~) CM&stPRy'Co

Milwaukee, Wisconsin

Dear Sir:

Herewith for yout filee.~ertitied oopies of minutes of

annual meetings of stockholders of C:M&PSRyCo and Milwaukee Terminal RyCo .. )

and of trustees of the latter company, together with duplicate originals

of proxies, oaths, etc. Kindly acknowledge receipt.

Yours truly

GHB Secretary enc

MINUTES OF ANNUAL MEET ING OF STOCKHOLDERS

OF

CHICAGO, MILWAUKEE AIID PUGET SOUND RAILWAY COMPANY

\

The Annual Meeting of the stockholders of the Chicago,

Milwaukee and Puget Sound Railway Company was held t the otfioe

of the Company in the White Building, in the City of Seattle,

State of Washington, on MONDAY, the fourth day of SEPTEMBER, A. D~

1911, at the hour of twelve 0' clock noon, pursutmt to Article I of

the By-laws and in pursuance of the following written notioe whioh

had been served upon eaoh of the stockholders of record, to-wit:

"NOTICE OF AnNUAL MEETING OF STOCKHOLDERS OF

CHICAGO, MILWAUKEE A1ID PUGm SOUND RAILWAY COMPANY

To CHICAGO, MILWAUKEE AlfD ST. PAUL RAILWAY COMPAlIT,

Milwaukee, Wisoonsin, A. J. EARLIl'1G,

Chioago, Illinois, W. A. FULLER,

Chicago, Illinois, E. W. McKENNA,

Chioago, Illinois, HONORE PALMER,

Chicago, Illinois, E. D. SEWALL,

Chicago, Iliinois, A. UHRLAUB,

Chicago, Illinois, CHARLES G.DAWES,

Chicago, Illinois, w. (). COLLum,

seattle, Washington, H. R. WILLIAMS,'.

Seattle, Washington, H. M. BYLLESBY,

Chicago, Illinois, PERCIVAL J. McIN'l'OSH,

New York City, IGEO. P. EARLING,

Milwaukee, Wisconsin, LAWRENCE FITCH,

Chioago, Illinois.

YOU .AND EACH OF YOU ARE HEREBY NOTIFIED

, \ I

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that the Annual Meeting of the stockholders of the above named Company will be held at the office of the Comp-any in the White Building in the City of Seattle, State of Washington, on MONDAY the 4th day of SEPTEMBER, A. D. 1911, at ,the hour' of 12: 00 0 t clock noon thereof. for the election of a Board of Trustees of said Company, and for the transaction of any other business that may come before said meeting,.

Dated at Seattle, Washington, this day of AUGUST, A. D. ~9~~.

Secretary.

I hereby acknowledge receipt of the foregoing notice on this day of Au glst, A. D. 1911.

_--------" ----~----_.., ' '"

The follOWing stockholders were present in person or by proxy:

H. R. WILLIAMS, in person, rep resenting 1 Share

W. A. FULLER, by H. R. Williams, proxy, representing 1 Share

E. W. McKENNA, by H. R. Williams, proxy, representing 1 Share

E. D. SEWALL, by H. R. Williams, "proxy, representing 1 Share

A. UHRLAUB, by H. R. Wi~~1ams, pr0:JtY, repres nt ing 1 Share

CHARLES G. DAWES, by H. R. Williams,. proxy, representing ~ S~are

W. G. COLLINS, by H. R. Williams~~proxy, representing 1 Share

H. M. BYLLESBY, by H. R. Williams, proxy, representing 1 Share

PERCIVAL J. McINTOSH,by H.R.Wil'liams, proxY,representing 1 Share

GEORGE P. EARLING, by H. R. Williams, proxY,representing 1 Share

LAWRENCE FI'l'CH, .by H. R. Williams, proxy, represent ing ..J:....Shnre

Representing a total of 11 Shares

The following stockholders were absent:

CHIOA~O, MIL~AtocEE AND ST'~ fAU 'RAILWAY COJO?,ANY,

representing 999,987 Shares

A. J. EARLING, representing 1 Share

HONORE PALMER, representing 1 ShareRepresenting a total of 999,989 Shares

oonstituting a majority of the capital stock of the Company.

president H. R. Williams presided over the meeting and

Seoretary E. W. Cook acted aeaecretary thereof.

There being no quorum present, the meeting was, upon

motion duly made and seoonded, adjourned to meet at the office of' I.

the Company in Seattle. Washington, on the fourth

A. D. 1911.

.~.

\

I. E. W. COOK, secretary of Chicago, Milwaukee and Puget Sound

Railway Company. do hereby certify that the attached and foregoing

three (3) typewritten sheets contain a fUll, true and correct copy of

the minutes of Annual Meeting of the stocKholders of said Company held

at the office of the Company in Seattle. Washington. on Monday. the fourth c

of septem1Jer, A. D. 1911, as the same appear' upon the record book of said

Company in my possession.

In Testimony Whereof. I have hereunto set my hr>,ud and arrixed the

corporatesea1 of said Company. at seattle, Washington, this 6th day of

September, A. D 1911 .

...

b t . -- //..... //J/ ..S II Jee : _ _ ~ r~ ~.

Chicago, Milwaukee & St. Paul Railway Co. Office of the Secretary.

dtL~~d4/. t' ~;7//. c.A/.n-r~~1I.: ~/ ~/ e?J1 ~~ c.

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.\ CHICAGO, ].rID'vAUKJ~J~ Al'JD PUGJE'l' SOUlE) HAlLWAY Cmll)AHY