ditional income which the companies may derive from such disruptions, or at the rate of $16,000 per annum, payable quarterly, the one or the other allowance to be made at the discretion of the companies: Provided, That if through tickets at reduced rates should be given by way of the present James river line, or any other line on James river in connexion with a line on the Chesapeake bay, during the said term of ten years, such allowance shall not be made whilst such through tickets shall be given.

A true copy from the minutes.

C. W. MACMURDO, Tr.

[3.]

STATEMENT

Of Passengers Transported on the Richmond and Petersburg Railroad, and by the Norfolk and Port Walthall Steamboat Association, in the Steamboat Augusta, from the commencement of her running on the 16th April 1846 to 1st January 1847.

General average rate per mile for each passenger, 1 cent and 30% of 1 cent and a fraction, or nearly 13 cent.

Richmond, 25th January 1847.

[4.]

JNO. WILLIAMS, Treas'r

R. & P. R. Co.

Resolution directing sale of Norfolk and Port Walthall Association Steamboat Stock.

At a meeting of the president and directors of the Richmond, Fredericksburg and Potomac railroad company on the 29th September 1846:

The following resolution was adopted:

Whereas the stockholders in general meeting have directed that the president and directors should take such measures as may be necessary to enable them to invest in some other way the amount of $12,500 of the stock of the Norfolk and Port Walthall association, held by this company; and if this stock be parted with, it is deemed advisable by this board that it should, if possible, be sold to and held by stockholders of this company, or of the Richmond and Petersburg railroad company, or of the Washington and Fredericksburg steamboat company :

Be it resolved, That the president be and he is hereby instructed to sell the said stock as early as he can conveniently, at not less than par and interest on the same, giving a preference in the sale of it to stockholders of the railroad and steamboat companies, and allowing a credit to such stockholders, should it be desired, of not more than two years, provided the payments be secured by a pledge of an adequate amount of the stock or bonds of this company, or stock of the steamboat company.

Unanimously adopted.

A true copy from the minutes.

C. W. MACMURDO, Treas'r.

Disposition of Port Walthall Stock originally subscribed for on behalf of Richmond, Fredericksburg and Potomac Company.

At a meeting of the president and directors of the Richmond, Fredericksburg and Potomac railroad company, on the 10th November 1846:

The president reported that the $12,500 of stock in the Norfolk and Port Walthall steamboat association, held by this company, had been sold for par and interest, as follows, viz:

Stockholders in the Norfolk and Port Walthall Steamboat Association.

The stock of the Norfolk and Port Walthall steamboat association is held as follows:

An ACT to incorporate the Washington and Fredericksburg Steamboat Company.

[Passed March 19, 1840.]

SECTION 1. Be it enacted by the general assembly of Maryland, That from and after the passage of this act, all those persons who have already associated and formed, or may hereafter join, a company or limited partnership, under the name and title of the Washington and Fredericksburg steamboat company, and their successors, shall be and they are hereby incorporated and made a body corporate and politic, by the name and style of the Washington and Fredericksburg steamboat company, and as such, shall continue until the first day of January eighteen hundred and sixty; and by that name may sue and be sued, implead and be impleaded, answer and be answered, defend and be defended in courts of record and any other place whatsoever, and by that name may have and hold, purchase, receive, possess, enjoy and retain, lands, rents, tenements, hereditaments, goods, chattels and effects, of what nature, kind or quality soever, necessary for the objects of this incorporation, and the same may sell, grant, demise, alien and dispose of, and by that name shall have, during the continuance of this act, suc

cession; and may make, have and use a common seal, and the same may break, alter and renew at pleasure; and shall have power to ordain, establish and put in execution, such by-laws, ordinances and regulations, as shall seem necessary and convenient for the government of the said corporation, not being contrary to law, nor the constitution thereof; and generally to do and to execute all acts necessary or proper for the objects of said incorporation, subject to the rules, regulations, restrictions, limitations and provisions herein described and declared.

SEC. 2. And be it enacted, That the capital stock of the said company shall consist of not exceeding one hundred and fifty thousand dollars, money of the United States, to be divided into shares of one hundred dollars each.

SEC. 3. And be it enacted, That the affairs of the said company shall be conducted by six directors and a president, whose place, if chosen from among their number, shall be supplied by that body; three of the directors with the president, shall form a board or quorum for transacting the business of the company; in case of the sickness of the president, or his necessary absence, his place may be supplied by any director whom he by writing, under his hand, may nominate for that purpose, or in case of his not making such nomination, the board may appoint a president to act during his sickness or absence; the president and directors who may be in office at the time of the passage of this act, shall continue in office under and by virtue of this act of incorporation until others shall be duly chosen in their stead; no person shall be a director or president who is not a stockholder, and a director ceasing to be a stockholder shall cease to be a director; every stockholder shall be entitled to vote by himself, his agent or proxy appointed under his hand and seal, at all elections in virtue of this act, and shall have as many votes as he shall have shares.

SEC. 4. And be it enacted, That a general meeting of the stockholders of the company shall be holden on the first Monday of April next after the passage of this act, and on this act, and on the first Monday of April in every year thereafter, at such place within the City of Baltimore or District of Columbia, as the president and directors shall appoint, by giving two weeks notice in one or more of the newspapers of the City of Baltimore or District of Columbia, for the purpose of electing directors for the ensuing year, who shall meet speedily after their election and choose a president, and the president and directors for the time being, shall continue in office until others shall be duly elected in their places, and be organized by the assembling of a quorum and the choice of a president; at all elections the persons having the greatest number of votes shall be deemed to be chosen; all elections shall be held under the superintendence of the president of the company, for the time being, and six stockholders, not being at the time directors, appointed by the board of directors, any three of whom shall be the judges thereof, and who shall immediately thereafter notify the persons elected, and make a return thereof to the directors at their first meeting; should two or more persons have the same number of votes, the other individuals elected directors shall determine by ballot from among said persons, who shall be director or directors; all elections shall be opened at ten o'clock in the forenoon, and closed at three in the afternoon.

SEC. 5. And be it enacted, That the president and directors shall have full power to make, revise, alter and annul, all such rules, orders, by-laws and regulations for the government of the said corporation and that of its officers, servants and affairs, as they shall from time to time think expedient, and to use, employ and dispose of the funds and property of the said company for the interest and benefit of the stockholders, and agreeably to the objects of the said incorporation.

SEC. 6. And be it enacted, That the books, correspondence and papers of the company shall at all times be subject to the inspection of the directors.

SEC. 7. And be it enacted, That the president and directors shall have power to appoint all officers or servants requisite for executing the business of the said company, and to establish the compensation to be made to the president and to the other officers or servants of the company respectively, but no compensation shall be given to a director for his services, except by a vote of the stockholders in general meeting.

SEC. 8. And be it enacted, That the president and directors shall have power to call a general meeting of the stockholders for purposes concerning the interests of the company, giving at least two weeks notice in one or more newspapers of the City of Baltimore, or the District of Columbia.

SEC. 9. And be it enacted, That the shares of the capital stock, at any time owned by any individual stockholders shall be transferable only on the books of the company, according to such rules as may conformably to law be established in that behalf by the president and directors, but all debts actually due to the company by a stockholder requesting a transfer, must be satisfied before such transfer shall be made.

SEC. 10. And be it enacted, That the dividends of the profits of the company, or so much of said profits as shall be deemed expedient and proper, shall be declared half-yearly, in the second week in January and July in each year, the amount of said dividend to be from time to time determined by the president and directors, and in no case to exceed the amount of the nett profits actually acquired by the company, so that the capital stock of the said company shall never be impaired by dividends.

SEC. 11. And be it enacted, That if the said directors shall at any time wilfully and knowingly make or declare any dividend which shall impair the said capital stock, all the directors present at the making or declaring of said dividend and consenting thereto, shall be liable in their individual capacities to the company, for the amount or proportion of said capital stock, so divided by the said directors; and each director who shall be present at the making or declaring of such dividend, shall be deemed to have consented thereto, unless he shall immediately enter in writing his dissent, on the minutes of the proceedings of the board.

SEC. 12. And be it enacted, That if any vacancy shall at any time happen among the directors, by death, resignation or otherwise, the rest of the directors, for the time being, shall elect a director to fill the vacancy.

SEC. 13. And be it enacted, That in case it should at any time happen that an election of directors should not be made on any day, when pursuant to this act it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but it shall be lawful on any other day to hold and make an election of directors, at a meeting to be called in such manner as shall be prescribed by the laws and ordinances of said corporation.

SEC. 14. And be it enacted, That nothing herein contained, shall be so construed as to authorize this corporation to issue any note, device, certificate of debt, to be used as currency.

SEC. 15. And be it enacted, That the right is hereby expressly reserved to the general assembly of Maryland, at its pleasure, to alter, amend or annul this act of incorporation.

Resolution of President and Directors authorizing purchase of Steamboat Stock.

At a meeting of the president and directors of the Richmond, Fredericksburg and Potomac railroad company on the 13th day of April 1844:

The president stated that there was in his opinion some prospect that the Fredericksburg and Washington steamboat company might be willing to place their boat line under the direction of this company, and that the stockholders of the same would agree to appoint the gentlemen who might be at the time president and directors of this company, president and directors of the boat company, delivering over to this company, or its assigns, one half of the shares of the steamboat company, on this company guaranteeing the payment of such sum as might be a fair consideration for said shares, founded on the present value of such property, as it might be agreed should continue to be the property of the steamboat company: Where upon,

Resolved, That the board of directors deeming it very desirable that there should be as strong an identity of interest as possible between this company and the steamboat company, authorize the president to make an arrangement with the steamboat company on the above basis, and to guarantee the payment of such sum as may be a fair equivalent for the property which it may be agreed to continue in the possession of the steamboat company, should such sum be passed to the credit of the steamboat company, or of one moiety of such sum, should the amount be paid over to the individuals now composing the steamboat company.

A true copy from the minutes.

Agreement with Steamboat Company.

C. W. MACMURDO, Tr.

At a meeting of the president and directors of the Richmond, Fredericksburg and Potomac railroad company on the 18th of July 1845:

Present: M. Robinson, president; J. Bosher, N. Mills, G. A. Myers, G. W. Munford and J. M. Wickham,

directors.

The president laid before the board a copy of certain proceedings of the Washington and Fredericksburg steamboat company of the 10th inst., and a copy of the agreement referred to thererein: Whereupon,

Resolved, That this board approve the arrangement made by the president with the steamboat company, under the authority conferred on him by a resolution of the board of directors of the 13th April 1844, and authorize the president to take such steps for the distribution of the stock of the steamboat company among stockholders of this company, at the rate of $50 per share, with interest from the 1st of April last, when the same may be conveyed to this company, as he may deem most advisable.

Resolved, That the president be authorized, so far as it may be in his opinion convenient and expedient to do so, to advance on account of the stock conveyed to this company, not exceeding $10,000.

The following are the proceedings of the stockholders of the Washington and Fredericksburg steamboat company, and the agreement referred to in the above resolutions:

M. ROBINSON, Esq., Richmond:

WASHINGTON, JULY 15th, 1845.

DEAR SIR, Yours of yesterday's date, came to hand this evening. There seems to have been some misunderstanding in relation to the medium of communicating to you the official proceedings of our stockholders at their last meeting. I furnished the official statement to Mr. Falls, under the impression that he would communicate them to you. Below you have copies of the resolutions, the most important in relation to the arrangement

between the two companies. I would remark that the reason but five directors were elected, was the absence of O. B. Brown, Esq., who is one of our directors, and who could not be notified in time to get his resignation, not doubt is entertained of his resigning immediately on his return, and the new board can then fill his vacancy, no president was elected at our meeting, this duty according to the charter devolving on the directors, no such officer as treasurer is mentioned in our act of incorporation, consequently none such was elected.

Very respectfully, yours,

(COPY.)

(Signed,)

WM. FULLER.

At a meeting of the stockholders of the Washington and Fredericksburg steamboat company held at the City of Washington on the 10th of July 1845, it was

Resolved unanimously, That the agreement proposed by M. N. Falls, president of the Washington and Fredericksburg steamboat company of the one part, and Moncure Robinson, Esq., president of the Richmond, Fredericksburg and Potomac railroad company of the other part, be accepted and ratified by the stockholders of the said steamboat company, and that the said M. N. Falls be authorized, and he is hereby authorized to sign, seal and execute such writing or writings as may be deemed necessary by counsel learned in the law, for the purpose of carrying the said agreement fully into effect, and to receive for and pay to each stockholder of the said steamboat company his proportionate part of the thirty-one thousand dollars which the said railroad company shall stipulate to pay according to the agreement aforesaid.

Resolved, That the transfer by Henry Moore of one share of stock each to Messrs. Moncure Robinson, Nicholas Mills, James Bosher, Gustavus A. Myers, George W. Munford, James M. Wickham and Wirt Robinson, be and is hereby unanimously confirmed and approved, and that they are hereby recognized as stockholders in this company.

Resolved unanimously, That for the purpose of carrying into effect the contract entered into on the 1st of July inst., with the Richmond, Fredericksburg and Potomac railroad company, the present board of directors of this company be requested to resign. Accordingly Messrs. Farish, Moore, Acheson, Black and Fuller resigned as directors of the Washington and Fredericksburg steamboat company.

The stockholders then went into an election for directors, in place of the above named resigned, and upon counting the votes it was found that the following gentlemen were unanimously elected, viz: Messrs. Moncure Robinson, James Bosher, Nicholas Mills, Gustavus A. Myers, George W. Munford.

A true copy from the minutes.

(Signed,)

WM. FULLER, Secretary.

It may be proper for me to remark that Mr. Falls has a power of attorney from each stockholder or rather a general power signed by all the stockholders, (save O. B. Brown,) empowering him to transfer the stock and complete the arrangement.

Very respectfully,

(Signed,)

WM. FULLER.

Articles of agreement made this first day of July 1845, between the Washington and Fredericksburg Steamboat Company by M. N. Falls, President, of the one part, and the Richmond, Fredericksburg and Potomac Railroad Company by Moncure Robinson, President, of the other part, whereby it is agreed and covenanted as follows, to wit:

It is agreed by the said Washington and Fredericksburg steamboat company, that one share of the stock of the Washington and Fredericksburg steamboat company shall be placed immediately in each of the following names, viz: Moncure Robinson, Nicholas Mills, James Bosher, Gustavus A. Myers, George W. Munford, James M. Wickham and Wirt Robinson, and that as soon afterwards as a meeting of the stockholders of the company can be had, the said Moncure Robinson shall be elected president, and the other above named parties directors of the said steamboat company, and C. W. Macmurdo treasurer of the same, and that one half of the shares of the said Washington and Fredericksburg steamboat company, less only the seven shares above required to be placed in the names of Moncure Robinson, Nicholas Mills, James Bosher, Gustavus A. Myers, George W. Munford, James M. Wickham and Wirt Robinson, shall be forthwith transferred by stockholders of the said Washington and Fredericksburg steamboat company and placed in the name of Moncure Robinson, in trust.

In consideration of the above premises it is agreed by the said Richmond, Fredericksburg and Potomac railroad company, that within eight months from the action of the stockholders of the steamboat company by the