CHARTER OF THE WALLKILL VALLEY RAILROAD COMPANY We the undersigned, Thomas Cornell of Kingston, Ulster County, New York, Ambrose I. Murray of, Goshen, Orange County, New York, Thomas B . Fitch of Syracuse, New York, Darrius R. Mangam of the City of New York, Thomas W. Shannon of said City of New York, Samuel D. Coykerdall of Kingston aforesaid, Alva I. Staples of Kingston aforesaid; Charles Bray of Kingston aforesaid, Floyd I. McKinstry of Gardiner, Ulster County aforesaid, Jacob Lefever of New Paltz, Ulster County aforesaid, Ambrose I Murray Junior of Goshen aforesaid, Anthony Benson of Kingston aforesaid and Seth M. Capron of Walden, Ulster County aforesaid, ------------------------------------------------------- all being citizens and residents of the State 'of New York, Do Hereby Certify, that The Wallkill Valley Railway Company, a Corporation created under the General Railroad Law of this State, and existing under General and Special Acts of the Legislature thereof, and not being a Street Railroad Company; executed a Deed of Trust or Mortgage of its railroad and property connected therewith, and the rights, privileges and franchises of said corporation to Ambrose I Murray, Robert H. Berdell and Robert R. Willets, Trustees, bearing date the first of October one thousand eight hundred and seventy and recorded in the Office of the Clerk of Ulster County, October 27, 1870, in Book 102 of Mortgages page 324 and in the office of the Clerk of Ulster [1] [page break] County, October 22, 1870, in Book 169 of Mortgages, page 466', and that 'said railroad and property and rights, privileges and franchises were on the fifth day of June 1877, sold under and pursuant to the Judgement and Decree of the Supreme Court of this State, being a court of competent jurisdiction, made and given to execute the provisions and enforce the lien of said Deed of Trust or Mortgage, after the same was executed, the said Judgement or Decree being so made in a civil action in said Court, wherein said Ambrose I Murray, Robert H. Berdell and Robert R. Willets as Trustees under the mortgage executed by the Wallkill Valley Railway Company, dated October 1. 1870, and also as Trustees under the mortgage executed by said Company, dated January 1, 1872, and for the Bondholders there under and for Alexander Manning were Plaintiffs, and The Wallkill Valley Railway Company and others were Defendants; and that the said Thomas Cornell became and was the purchaser on said sale of the said railroad, property and franchises, and that the same were conveyed to him on such sale by Frederick L. Westbrook, Referee under and in pursuance of said Judgement and Decree, by Deed bearing date the twenty sixth day of June one thousand eight hundred and seventy-seven ; and that said Thomas Cornell now holds and owns the same as such purchaser and grantee, and that the said Thomas Cornell has associated with himself all the other persons first herein above named, and that we, being all the persons first herein above named and [2] [page break] signing these presents, associate ourselves together to become and desire to become a body politic and corporate, and to take, hold and possess the title and property included in said sale, and to have all the franchises, rights, powers, privileges and immunities which were possessed before such sale by said Corporation The Wallkill Valley Railway Company, and that we do hereby unite and by this present Certificate intend to become such body politic and corporate for the purposes afore- said.-------------------------------------------------------------------- And we further certify that said The Wallkill Valley Railway Company was first organized and incorporated for the purpose of constructing, maintaining and operating a railroad for public use in the conveyance of persons and property, to extend from the Village of Montgomery in the County of Orange and State of New York, to New Paltz in the County of Ulster by the way of Walden, State aforesaid, under and by virtue of the provisions of an Act of the Legislature of the State of New York entilled "The Act to authorize the formation of Railroad Corporations and to regulate the same," passed April 2, 1850 and the several Acts amendatory of said Act; and that the said Wallkill Valley Railway Company in pursuance of Acts of the Legislature of the State of New York became authorized and did by votes of its Directors resolve to extend its road with a single or double track from its Northern terminus in the town of New Paltz to Kingston, Ulster County, and also to continue and extend its railroad with a single or double track from said Northern Terminus at Kingston, [3] [page break] Ulster County to the City of Albany in the County of Albany, and to construct and operate the same in connec-tion with its said original road and to increase its capital stock; and copies of the resolutions of its Directors hi that behalf so resolving to extend its road, and to increase its capital stock, have been duly certified by the Secretary of said Company under its corporate seal, and duly filed in the Office of the Secretary of Sate, and annexed to the original Articles of Association of the Wallkill Valley Railway Company filed therein.------------------- And we do hereby certify that said Wallkill Valley Railway Company was first incorporated by Articles of Association, bearing date April 14, 1866, and filed in the office of the Secretary of the State of New York, April 26, 1866; and that the Acts of the Legislature of the State under which the said Wallkill Valley Railway Company was organized, were the Act entitled "An Act to authorize the formation of Railroad Corporations, and to regulate the same", passed April 2, 1850, and known as Chapter 140; and the Act entitled "An Act in relation to Railroad Corporations", passed February 13, 1851, and known as Chapter 19 ; and the Act entitled "An Act to amend the Act entitled "An Act to authorize the forma-tion of Railroad Corporations and to regulate the same, passed April 2, 1850," passed April 15, 1854, and known as Chapter 282; and the Act entitled "An Act authorizing a change of the grade of railroads in certain cases', passed April 14, 1855, and known as Chapter 478, And that the following special Acts of the Legislature of [4] [page break] the State of New York, confirmed and enlarged the corporate powers of said Company, namely: The Act entitled "An Act to authorize certain towns in the Counties of Ulster and Orange to issue bonds and take stock in the Wallkill Valley Railroad", passed May 9, 1866, and known as Chapter 880; the Act entitled "An Act to facilitate the construction of the Wallkill Valley Railroad", passed April 24, 1867, and known as Chapter 757; the Act entitled "An Act in relation to the Wallkill Valley Railroad and the town bonds issued in and of its construction", passed March 20, 1868, and known as Chapter 45, and the Act entitled An Act to amend an Act incorporating the Wallkill Valley Railroad Company by authorizing said corporation to extend its road to Kingston, Ulster County, and to authorize certain towns in Ulster County to issue bonds to aid in the construction of said road, passed April 24, 1868, and known as Chapter 311; also the Act entitled "An Act to provide for the extension of the Wallkill Valley Railroad", passed April 16, 1870, and known as Chapter 268; and the Act entitled "An Act to amend the Act entitled an Act to amend an Act incorporating the Wallkill Valley Railroad Company by authorizing said corporation to extend its road to Kingston, Ulster County, and to authorize certain towns in Ulster County to issue bonds to aid in the construction of said road", passed May 9, 1870, and known as Chapter 762. And that the Court, by authority of which such sale was made, is the Supreme Court of the State of New York, sitting at a Special Term there in and for the County [5] [page break] of Ulster, at the City Hall in the City of Kingston, and that the date of said Judgement and Decree thereof authorizing and directing the same was the third day of March 1877, and that the following is the description of the property so sold, namely: All and singular the railroad of the Wallkill Valley Railway Company, constructed, and to be constructed, from the village of Montgomery, in Orange county, in the State of New York, to the city of Albany, in Albany county, in said State, a distance of about ninety-three miles from said village of Montgomery, and passing through or near the villages of New Paltz, Kingston, Saugerties and Catskill, and with the additional connection with the Erie Railway, built or proposed to be built, amounting in all to about one hundred and five miles in length, together with all its said company's real estate, land, tenements, and hereditaments acquired, and to be acquired between said points, and also for said proposed connection for the purposed of a right of way for a single or double track railroad, and the appurtenances thereof, and also for depots, engine-houses, car-houses, workshops, super- structures, features, privileges, franchises, and rights of said The Wallkill Valley Railway Company, whereso-ever and whatsoever, now owned or owned by said com-pany on October 1, 1870, or at any time thereafter, on connection with such railroad between the points aforesaid, and also all the locomotives, tenders, baggage, freight and other cars of or belonging to said Company, and all other cars, carriages, tools, machinery, and equipments [6] [page break] for such railroad of the said The Wallkill Valley Railway Company, and also all goods and chattels employed in and about the operation of said road now owned, or hereafter to be owned or acquired, by said company in any way relating or appertaining to the said railroad, together with all the tolls, rents, issues, incomes, profits, rights, benefits, and advantages derived or to be derived, received or had there from, by the said The Wallkill Valley Railway Company in any way whatsoever. But this description is intended to and does embrace and include only so much of said company's railroad as may be situated between the said village of Montgomery and the said city of Albany, together with such other branches, or the Newburgh and New York Railway, but is not intended to embrace any extension or continuation of said railroad beyond the said city of Albany; and also all the lands and real estate now owned, used, or occupied by said railway company for the purposes of its' railway on the line of its said road, from said Montgomery to said Albany, together with the appurtenances; subject, nevertheless, to a certain indenture of lease executed by said The Wallkill Valley Railway Company to William Campbell, dated March 12, 1872, and recorded in the clerk's office of said Ulster county, in Book 176 of Deeds, page 336, May 11, 1872, of a part of one acre of land conveyed to the said Railway Company by Thomas Reilly and wife; subject also "to [7] [page break] any and all claims and liens for rights of way."-------------- ------ Being the same railroad and property and rights, privileges and franchises which were so described in said Judgment or Decree, and which were described in and conveyed by the said deed executed by said Frederick L. Westbrook, Referee, to said Thomas Cornell, as aforesaid. And we further certify:---------------------------------- 1. That the name of the new Corporation is intended to be formed by the making and filing of this Certificate, is "The Wallkill Valley Railroad Com-pany."----------------------- 2. That the maximum amount of Capital Stock of the said new Company shall be Three Hundred and Thirty Thousand Dollars, and that the number of Shares into which the same shall be divided is Three Thousand and Three Hundred Shares of One Hundred Dollars each, all of which stock shall' be of one class, namely Common Stock. 3. That the number of Directors, by whom the affairs of said new Corporation are to be managed, shall be thirteen, and that the following names and residences of persons selected to act as Directors for the first year after its organization, namely: Thomas Cornell of Kingston, Ulster County, New York, Ambrose I. Murray of Goshen, Orange County, New York, Thomas B. Fitch of Syracuse, New York, Darius R. Mangam off the City of New York, Thomas W. Shannon of said City of New York, Samuel D. Coykendall of Kingston aforesaid, [8] [page break] Alva I. Staples of Kingston aforesaid, Charles Bray of Kingston aforesaid, Floyd I. McKinstry of Gardiner, Ulster County aforesaid, Jacob Lefever of New Paltz, Ulster County aforesaid, Ambrose I. Murray, Junior of Goshen aforesaid, Anthony Benson of Kingston aforesaid, and Seth M. Capron of Walden, Orange County aforesaid, 4. That neither we, nor any or either of us, have acquired the title to the railroad, property and franchises aforesaid nor any part thereof, pursuant to any plan or agreement for or in anticipation of the readjustment of the respective interest therein of the mortgage creditors and stockholders of said Wallkill Valley Railway Company, or for the representation of such interests of creditors or stockholders in the bonds or stock of any new Corporation to be formed, but on the contrary thereof, the said railroad, property and franchises were purchased and acquired by said Thomas Cornell at said sale absolutely and in his own right and for his own use and benefit, and not under any such plan or agreement as is mentioned in the second section of the Act of June 2, 1876, Chapter 446, hereinafter mentioned.--------------------------------------------------- And we further certify, that we make this present Certificate with the intent to constitute and organize such new Company under and in pursuance of and in conformity to the Act of the Legislature entitles "An Act to facilitate the reorganization of railroads sold under mortgage and providing for the formation of new Companies in such cases", passed May 11, 1874, and known as Chapter 430, as amended by the Act [9] [page break] entitled "An Act to amend Chapter Four hundred and thirty of the laws of eighteen hundred and seventy-four, entitled "an Act to facilitate the reorganization of railroads sold under mortgage, and providing for the formation of new Companies in such cases", passed June 2, 1876, and known as Chapter 446. --------------------------------------------------------------------------- And we do hereby associate ourselves together and form such new Company and Corporation in pursuance of said two last mentioned Acts, with intent that such new Company shall become and be vested with and entitled to exercise and enjoy all the rights, privileges and franchises which at the time of said sale belonged to or were vested in said Wallkill Valley Railway Company, and to take hold and possess the title and property included in said sale, and have all the franchises, rights, powers, privileges and inununities which were possessed before and at the time of said sale by said Wallkill Valley Railway Company.--------------------- In Witness Whereof, we have set hereto our hand and seals this twenty-sixth day of June, one thousand eight hundred and seventy-seven. 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