Northern and Southern Railway Company

ARTICLES OF INCORPORATION
of the
NORTHERN AND SOUTHERN RAILWAY COMPANY.
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ARTICLES OF IHCORPORATION
of the
N O R T H E R N A N D S O U T H E R N
R A I L W A Y C O M P A N Y .
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KNOW ALL MEN BY THESE PRESENTS, That we, the undersigned residents of the State of Washington, hereby associate ourselves together for the purpose of forming a corporation, and for that purpose execute these Articles in triplicate.

FIRST:-
The name of this corporation shall be the NORTHERN AND SOUTHERN RAILWAY COMPANY.

SECOND:-
The principal place of business of this corporation shall be in the City of Waterville, in the County of Douglas, in the
State of Washington.

THIRD:-
The tine of the existence of this corporation shall be Fifty Years, from and after the First day of June, A. D. 1907.

FOURTH:-
The capital stock of this corporation shall be Seven Million Dollars, divided into 70,000 shares, of the par value of $100.00 a share.

FIFTH:-
The objects for which this corporation is formed, are:

(a) To survey, locate, build and construct, conduct, maintain, and own and operate, a railroad, either steam or electric, or both; (and telegraph and telephone lines in connection therewith) from the City of Waterville in Douglas County, in the State of Washington, in an Easterly and Southeasterly direction, and over the easiest and most practical grades, from the said City of Waterville, to the City of Pasco, in Franklin County, State of Washington, and distant from said City of Waterville, measured on the line of said designated course about 175 miles, which is the estimated length of said railroad, telegraph and telephone lines; together with a feeder for said original line, commencing in the Moses Coulee, in said Douglas County, State aforesaid, at or near what is known as the Levi McCartney ranch, on said main line, and running first in an easterly and northeasterly direction up and around the head of the said Moses Coulee, and from thence in a westerly and southwesterly direction over the most practical and easiest grades to a point at or near the Post Office of Farmer in said Douglas County where the sane connects again with the original and main line, covering in a loop a distance of about 65 miles; and to acquire rights of way and terminal grounds therefor, and construct and maintain all facilities for such road and terminals.

(b) To buy, lease, or otherwise acquire, other railways and rights of way therefor, and to operate the same when so acquired, as a part of its said system or systems.

(c) To construct, or otherwise acquire, railways and rights of way, other than the railways in to and out of the City of Waterville, anywhere in the State of Washington, or elsewhere in any State or Territory of the United States, and to maintain and operate the same when so acquired and constructed as a part of its said system or systems.

(d) To acquire, or construct, and to operate electric light plants in the City of Waterville and in other cities, towns and villages in the said State of Washington.

(e) To construct and operate electric light systems in the State of Washington outside of cities, towns and villages, for the accommodation of farming and suburban communities.

(f) To purchase, acquire by condemnation, or otherwise, and to improve and develop, and to generate power for electrical, manufacturing and other power purposes.

(g) To purchase, acquire by condemnation or otherwise, and to improve, develop, generate and transmit electricity for its own purposes, for power and lighting, and to sell for power and

Light purposes to cities, towns and villages for municipal lighting and other municipal purposes.

(h) To construct or erect in the City of Waterville, and in other cities, towns and villages in the said State and in the faming communities of said State, poles, wires and necessary appliances for transmitting electricity for any of the purposes for which it may lawfully transmit and use the same under these Articles of Incorporation.

(i) To apply for and receive from the said City of Waterville and other said cities, towns and villages in the said State, franchises to use the streets and to occupy the same, and to cross the same so far as may be necessary, proper or convenient for the purposes authorised by these Articles, for the operation of railways and for the accommodation of its poles and wires, and for the purpose of the transmission of electric power, or any of the purposes for which electric power may be used or transmitted under these Articles, and to receive from the said City of Waterville, and other cities, towns and villages in said State, franchises to occupy the streets thereof with poles, wires and other necessary apparatus for furnishing electric light and power for municipal, railway, or other purposes; and said corporation shall have the power to assign such franchise or franchises so obtained, to its successors in interest.

(j) To apply for and receive from the Counties of said State, or from such other body or bodies as have authority in the premises, franchises to occupy the roads and highways with its tracks, and with its poles and wires, and to operate its system of railways, and its system of electric transmission thereon; and said corporation shall have the power to assign such franchise or franchises so obtained, to its successors in interest.

(k) To purchase, lease or otherwise acquire, realty in said State and to build on or otherwise improve said realty, and to sell, mortgage, lease or otherwise dispose of the same.

(l) To purchase, lease, or otherwise acquire personal property in said State and to develop or otherwise improve said property, and to sell, lease, mortgage, or otherwise dispose of same.

(m) To purchase, acquire, own, vote, sell, or otherwise manage or dispose of the stock, in whole or in part, of any corporation organized under the laws of the State of Washington or under the laws of any State or Territory of the United States.

(n) To negotiate and sell bonds in the financial markets of the United States and of the world. To sell said bonds by mortgage or mortgages, trust deed or trust deeds, upon any or all of its property, both real and personal, to a trustee, either private or corporate, and either in the State of Washington or elsewhere.

(o) To purchase, own, operate and maintain coal mines and rock quarries for the exclusive use of this corporation upon and in the operation of its line or lines of railways.

(p) To purchase, acquire by condemnation or otherwise, rights of way for any of the purposes authorized by these Articles of Incorporation.

And, finally, to do any and all things proper, necessary, or convenient, to carry out any of the foregoing purposes.

SIXTH: -
The number of Trustees of this corporation shall be four; and the names of the first Trustees who shall manage the affairs of the corporation until the 2nd day of December, 1907, are
A. L. Rogers Residence Waterville, Washington.
M. B. Howe Residence Waterville, Washington.
I. W. Matthews Residence Waterville, Washington.
A. E. Case Residence Waterville, Washington.

(signature, A L Rogers) (Seal)

(signature, M B Howe) (Seal)

(signature, I W Matthews) (Seal)

(signature, A E Case) (Seal)

STATE OF WASHINGTON)
SS:
County of Douglas)

On this 24th day of June 1907, before me, J. G. Kennedy,
a Notary Public, in and for the State of Washington duly commissioned and sworn, personally appeared, A. L. Rogers, M. B. Howe, I. W. Matthews and A. E. Case,
known to me to be the persons described in and who executed the within and foregoing Articles of Incorporation, and each for himself and not one for the other acknowledged to me that they executed the same freely and voluntarily, for the uses and purposes therein mentioned.

In Witness Thereof, I have hereunto set my hand and affixed my official seal the day and year herein first above written.

(signed) J G Kennedy

Notary public in and for the State
of Washington, residing in Water-
ville, Washington.
My Commission Expires January 25, 1910.

LIST OF OFFICERS
of the
NORTHERN AND SOUTHERN RAILWAY COMPANY.
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STATE OF WASHINGTON, )
)SS
County of Douglas.

A. L. Rogers, being duly sworn, on oath, deposes and says: That he is the President of the NORTHERN AND SOUTHERN RAILWAY COMPANY, a corporation, with its principal place of business in the City of Waterville, Douglas County, State of Washington, and was elected such President on the 16th day of July A. D. 1907, to serve until the 2nd day of December A. D. 1907.

That the following is a true and correct list of the officers of the said NORTHERN AND SOUTHERN RAILWAY COMPANY, with their respective titles of office, their names and addresses:

Officers. Names. Addresses.

Trustee A. L. Rogers Waterville, Washington.
Trustee M. B. Howe Waterville, Washington.
Trustee I. W. Matthews Waterville, Washington.
Trustee A. E. Case Waterville, Washington.
President A. L. Rogers Waterville, Washington.
Vice-President M. B. Howe Waterville, Washington.
Secretary-Treasurer A. E. Case Waterville, Washington.
Chief Engineer I. W. Matthews Waterville, Washington.

That all of said officers were elected at the same time and for the same term as the affiant.

(signature A L Rogers)

Subscribed and sworn to before me this 16 day of July A.D. 1907.

(signature J G Kennedy)
Notary Public in and for the
State of Washington, residing
at Waterville.

Attest: (signature) A E Case
Secretary