Page:United States Statutes at Large Volume 47 Part 1.djvu/778

 754 Rules regulations, and by-taws. Stock issues . Approval of, by Public Utilities Com- mission. Proviso. Limit. Additional issues. Orders of Pu blic Utilities Commission. Transactions upon organization of New Compa ny. Transfer and vesting of Cap ital Compa ny assets, etc. 12d C ONGRESS. SESS. II. CH. 10. JANUARY 14, 1933 . Of th e dire ctors so to be ini tially nomina ted by the W ashing ton Company, two shall hold office for two years and five shall hold office for one year. The dir ectors shall be st ockhol ders a nd at l east n ine of them bona fide residents of the District of Columbia, and shall, except as hereinbefore provided, be elected annually by the stockholders at such time and place as shall be determined by the by-laws of the company. The officers of the New Company shall be selected by the board of directors. Fourth. The New Company shall have such rules, regulations, and by-laws as the directors shall adopt not contrary to its charter or to the laws in force in the District of Columbia. The duties and powers of the directors and the duties and powers of the officers of the company shall be such as are sct forth in the by-laws. Fifth. The authorized number and par value of the shares of stock of the New Company, the number of shares of stock to be issue&.originally for the purpose of the unification and in payment for the prope rties of the C apita l Com pany and the W ashi ngton Comp any to be acqu ired here under, the bon ded i ndebt edne ss of the New Company the division of the stock issued by the New Company between the Washington Company and the Capital Com- pany shall all be as approved by the Public Utilities Commission of the District of Columbia : Provided, That the original bonded indebtedness and stock liability of the New Company shall not be in excess of the total amount of the stocks, certificates of stock, bonds, or other evidences of indebtedness then outstanding against the Capital Company and the Washington Company. Sixth. After the original issue of stock for the purposes of the unifi cation, addi tional share s of s tock an d/or a dditio nal bo nds or other evidences of indebtedness may subject to the approval of the Public Utilities Commission of t lhe District. of Columbia, be issued by the Directors from time to time for cash or in pay- ment for bonds, or property, or to reimburse the treasury for capita l expendi tures. Seventh. Approval of this agreement by Joint Resolution or Act of Congress of the United States shall constitute and confer jurisd iction on the Publ ic Utilit ies Commi ssion to issue any order reasonably necessary to secure thq operating and/or other econo- mies contemplated by this merger, and to order reasonable exten- sions and/or reasonable abandonments of tracks and/or facilities. And sa id orders shall ha ve the sa me legal effect an d be enfo rceable in the same manner as other orders of said Commission. Ei g ht h. Upon the organizati on of the New Compan y, the following transactions shall be carried out substantially simultaneously A. The Capital Company shall vest in the New Company all of its current assets, all moneys or securities of every form owned by it, wh ether hel d as cash, securit ies, chos es in act ion, or s pecial funds of any nature, all of its estates, lands, rights, powers, privil eges, lic enses, fr anchises and prope rties, re al and pe rsonal, tangible and intangible, of every kind (including without limiting the generality of the foregoing, two hundred and two shares of the par value of $50 per share of the capital stock of the Wash- ington and Maryland Railroad Company out of a total of two hundred and two shares issued and outstanding, $66,000 principal amount of 6 per centum bonds of said Company, due January 15, 19472 and a demand note for the principal amount of $20,500 bear- ing interest at the rate of 6 per centum per annum made by said compa ny ind orsed to the Capit al Com pany), and sh all tr ansfer to