WM. T. HAMILTON, ESQUIRE, GOVERNOR.

373

road Company, under its corporate seal, to enter

Joint agree-

into a joint agreement with the company or com-

ment.

panies with which consolidation is hereby author-

ized under the corporate seal or seals of said com-

pany or companies for such consolidation, and pre-

scribing the terms and conditions thereof, the mode

Consolidation

of carrying the same into effect, the name of the con-

authorized.

solidated corporation, the number, names and quali-

fications of the directors and other officers thereof,

and who shall be the first directors and officers,

their places of residence, the number of shares of

the capital stock of the consolidated corporation,

the amount or par value of each share, and the man-

ner of converting the capital stock of each of the

said companies into that of the consolidated corpo-

ration, and the pro rata amount of the capital stock

of the consolidated corporation which shall be given

in exchange for capital stock of each of said compa-

nies, such pro rata amount in the case of each com-

pany to be fixed according to the comparative value

of the stocks of said companies respectively as the

same shall be determined by said agreement, and

how and when directors and officers shall be chosen,

with such other details as they shall deem necessary

to perfect such new organizations and the consolida-

tion of said companies: said agreement shall be

submitted to the stockholders of said Worcester

Submit agree-

Railroad Company at a meeting thereof, called for

ment.

the purpose of taking the same into consideration ;

due notice of the time and place of holding such

meeting and the object thereof shall be given by

written or printed notices, addressed to each of the

persons in whose names the capital stock of said Wor-

cester Railroad Company stands on the books thereof,

and sent to such persons respectively by mail, when

their postoffice addresses are known to the officers

of the company, and also by a general notice pub-

lished for at least two weeks in one newspaper in

the county of Worcester, which publication shall

Publish notiee

be sufficient notice to every such person, unless it

appears that his postoffice address was actually

known to the officers of the company and that there

was a wilful neglect to mail notice to him at such

address; and at said meeting of stockholders the

agreement for consolidation shall be considered and

a vote by ballot taken for the adoption or rejection