He shall be the Registrar of the transfer of stock, and shall keep the account of the stock issued, registered and transferred, in such manner and under such regulations as may, from time to time, be prescribed by the Finance Committee or by the Board.

30. The moneys and securities of the Company shall be kept in such bank or banks, or other depository or depositories, as the Finance Committee or the Board may from time to time direct.

31. No payment shall be made except upon a sufficient voucher, duly certified or approved by the proper officer.

32. The Treasurer, and all other officers and agents who shall receive or disburse moneys, or have custody of moneys or securities, shall give bonds with sureties approved by the Executive Committee for the faithful discharge of their duties, and for the safe keeping and due delivery of the moneys, securities and other property of the Company committed to them or that shall come to their hands.

AMENDMENTS.

33. These By-laws may be repealed in whole or in part, or altered or amended, at any meeting of the Board, by an affirmative vote of not less than eight members.

BOARD AND COMMITTEE

PROCEEDINGS.

ORGANIZATION AND PROCEEDINGS

OF THE

BOARD OF COMMISSIONERS.

of Commission

The Board of Commissioners of the Northern Pacific First meeting Railroad Company held its first meeting at the Melodeon ers. Hall, in the City of Boston, on the 1st day of September, 1864, in pursuance of notice thereof duly published in Boston, New York, Philadelphia, Cincinnati, Milwaukie and Chicago, in accordance with the requirements of the Charter.

The meeting was called to order by Willard Sears, of Boston, and was organized by the choice of Hon. George Briggs, of New York, as temporary Chairman; and Abiel Abbott, Esq., of Boston, as Secretary.

Mr. Briggs, on taking the chair, made a brief speech, tendering his thanks for the honor of being called to preside over so intelligent an assembly which had come together to act upon a subject of such vast magnitude and importance. He spoke of the action of Congress as being exceedingly liberal in its grant of lands, and testified to the zeal and persevering labors of Mr. Perham, as in a large degree instrumental in procuring the act of incorporation, and expressed his assurance that the same zeal and energy put forth by the friends of the enterprise, would carry it on to completion.

Thirty-three Commissioners

The roll of the Commissioners was then called, by which it appeared that thirty-three were present, and from the present. following States, namely:

Massachusetts, 14; Maine, 4; New York, 2; Penn

Election of officers.

Subscription books opened.

sylvania, 1; Connecticut, 1; New Hampshire, 1; Minnesota, 1; Illinois, 1; Kansas, 1; Michigan, 3; Missouri, 2; District of Columbia, 2.

On motion of S. C. Fessenden, of Maine, Messrs. Fessenden, J. H. Lathrop, of Washington, and P. Reed, of New York, were appointed a committee to ascertain whether the meeting was legally called-who subsequently reported that it was called in accordance with the requirements of the Charter, and the report was accepted.

On motion of John Newell, of Boston, the meeting then proceeded to the choice of permanent officers; Messrs. W. H. Jerome, of Michigan, and Cyrus Aldrich, of Minnesota, being appointed tellers.

The tellers subsequently reported that the whole number of ballots cast was thirty-three; all of which were for the following officers:-For President, Josiah Perham; Vice-President, Willard Sears; Secretary, Abiel Abbott; Treasurer, I. S. Withington.

Mr. Perham, on taking the chair, delivered an address.
On motion of Mr. Trowbridge, of Michigan, it was

Resolved, that the officers of this Board, elected this day, be, and they are hereby instructed, to open books, or cause books to be opened, within ninety days from this date, in the cities of Boston, Mass., and Portland, Me., to receive subscriptions to the capital stock of the Northern Pacific Railroad Company and a cash payment of ten per centum on such subscriptions, and to receipt therefor.

A committee consisting of Messrs. Sears, of Massachusetts, Reed, of New York, Gilbert, of Michigan, Whittaker, of Connecticut, Toy, of Penn., was appointed to consider the necessity of requiring a bond from the Treasurer and fixing the amount, reported that the Treasurer be required to give a bond satisfactory to the other officers of the Board in the sum of one hundred thousand dollars, for the faithful performance of the duties of his office, to be filed with the Secretary of the Board.

On motion of S. C. Fessenden, of Maine, the convention was then adjourned sine die.