YOSEMITE VALLEY RAILROAD COMPANY

CERTIFICATE OF CREATION OF BONDED INDEBTEDNESS IN THE SUM OF

$3,000,000.00

XXXXXXXXXXXX We, the undersigned, being the President and Secretary and all of the members of the Board of Directors of the YOSEMITE VALLEY RAILROAD COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State aforesaid, do hereby certify as follows, viz:

XXXXXXXXXXXX (1.) AAAAA That at a meeting of the Board of Directors of the said Yosemite Valley Railroad Company, which was duly called and held on Tuesday, the 11th day of July, 1905, at the office of the said Company in the City and County of San Francisco, a resolution, of which a true copy is hereunto annexed and marked "Exhibit A", was duly and regularly adopted by the unanimous vote of the Directors; and

XXXXXXXXXXXX (2.)AAAAAThat under and pursuant to the said resolution adopted by the Board of Directors of the said Corporation as aforesaid, the Secretary of the said Corporation gave notice of the meeting called by the resolution in the manner and for the time prescribed by law and the said resolution, as more fully appears by an affidavit duly made by Julius H. Ellis, who is the Secretary of the said Corporation, on the 24th day of August, 1905, a true copy whereof is hereunto annexed, marked "Exhibit B", and made a part hereof, and also by an affidavit duly made by H. C. Knewing, on the 18th day of September, 1905, a true copy whereof is hereunto annexed, marked "Exhibit C", and made a part hereof; and

XXXXXXXXXXXX (3.)AAAAAThat all and singular the allegations of fact set forth and averred in the said affidavits, copies whereof are hereunto annexed and marked respectively "Exhibit B" and "Exhibit C" as aforesaid, are true; and

XXXXXXXXXXXX (4.)AAAAAThat a meeting of the stockholders of the said Yosemite Valley Railroad Company was held in Rooms numbered 1022 and 1023 on the 10th Floor of the Mills Building, which is situate on the northeasterly corner of Bush and Montgomery Streets in the City and County of San Francisco, State aforesaid, which is the office and principal place of business of the said Corporation and the building where the Board of Directors of the Corporation usually meet, on Monday, the 18th day of September, 1905, at the hour of two o'clock in the afternoon of said day, for the purpose of taking into consideration and voting upon the question of creating a bonded indebtedness of the said Corporation in the sum of three million dollars ($3,000,000.00) pursuant to the call made by the aforesaid resolution adopted by the Board of Directors of the said Corporation, and to the aforesaid notice of such meeting; and

XXXXXXXXXXXX (5.)AAAAAThat at the said meeting of the said stockholders of the said Yosemite Valley Railroad Company, which was duly called and held as aforesaid, there were present Mr. Wm. B. Bosley, Mr. Thomas Turner, Mr. John S. Drum, Mr. Fred T. Elsey, and Mr. Leo H. Susman; that at that time and at all times since the 11th day of July, 1905, Mr. Wm. B. Bosley own five (5) shares; Mr. Thomas Turner owned five (5) shares; Mr. John S. Drum owned nine hundred and eighty (980) shares; Mr. Fred T. Elsey owned five (5) shares and Mr. Leo H. Susman owned five (5) shares of the capital stock of the said Corporation; and that the whole number of shares of the said Corporation have been subscribed for or issued is one thousand (1,000) of the par value of one hundred dollars ($100.00) each, or one hundred thousand ($100,000.00) and no more; and

XXXXXXXXXXXX (6.)AAAAAThat at the said meeting of the stockholders, called and held as aforesaid on the 18th day of September, 1905, there was duly adopted by the unanimous vote of the stockholders present, one thousand votes being cast in the affirmative and none in the negative, a resolution, a true copy whereof is annexed, marked "Exhibit D" and made a part hereof; and

XXXXXXXXXXXX (7.)AAAAAThat the amount of the bonded indebtedness created and authorized by the stockholders of the said corporation at the aforesaid meeting, was and is the sum of three million dollars ($3,000,000.00); and

XXXXXXXXXXXX (8.)AAAAAThat the by-laws of the said Yosemite Valley Railroad Company do not and never have prescribed the paper in which notices of meetings of the board of directors or of the stockholders of the said Corporation are published; and

XXXXXXXXXXXX (9.)AAAAAThat all and singular the provisions of subdivisions 1,2,3 and 4 of Section 359 of the Civil Code of the State of California, in so far as the same relate to the creation of the bonded indebtedness of corporations, have been complied with by the stockholders and the board of directors of the said Corporation

. XXXXXXXXXXXX IN WITNESS WHEREOF on this 4th day of October, 1905, the President and Secretary have hereunto set their hands and affixed the seal of the said Corporation, and all of the members of the board of directors have hereunto set their hands.



JOHN S. DRUM
President of the Yosemite
Valley Railroad Company.

JULIUS H. ELLIS
Secretary of the Yosemite Valley
Railroad Company

Members of the Board of
Directors of the Yosemite
Valley Railroad Company.

( THOMAS TURNER
(
( Wm. B. BOSLEY.
(
( LEO H. SUSMAN.
(
( FRED T. ELSEY.
(
( JOHN S. DRUM.



STATE OF CALIFORNIA
City and County of San Francisco.

XXXXXXXXXXXXJOHN S. DRUM and JULIUS H. ELLIS, being first duly sworn each for himself, deposes and says: That the said John S. Drum is the President of the Yosemite Valley Railroad Company, a corporation organized and existing under and by virtue of the laws of the State of California; that the Julius H. Ellis is Secretary of the said Yosemite Valley Railroad Company; and that they have each read the above and forgoing certificate of the bonded indebtedness of the said Yosemite Valley Railroad Company and know the contents thereof, and that the said certificate and each and every statement therein contained are true.


Subscribed and sworn to this

4th day of October, 1905,

before me,
MURRAY F. VANDALL.
Court Commissioner of the City
and County of San Francisco,
State of California.
(COMMISSIONER'S SEAL)

JOHN S. DRUM.


JULIUS H. ELLIS.


EXHIBIT A.

BE IT RESOLVED by the Board of Directors of the Yosemite Valley Railroad Company that a meeting of the stockholders of this corporation be and the same is hereby called for the purpose of taking into consideration and voting upon the question of creating a bonded indebtedness of this corporation in the amount of three million dollars ($3,000,000.00) to be represented by bonds, payable in gold coin of the United States of America, of the present standard of weight and fineness, or its equivalent, bearing interest at the rate of five (5) per cent. per annum, payable semi-annually in like gold coin, and of securing the payment of such bonded indebtedness by deed of trust in the nature of a mortgage of all of the property of this corporation, now owned and hereafter to be acquired by it, such bonds and such deed of trust to be in such form and to contain such terms and provisions as shall be adopted and approved by the Board of Directors of this corporation; and that such meeting of the stockholders of this corporation shall be held at Rooms numbered 1022 and 1023 on the 10th floor of the Mills Building which is situate on the northeasterly corner of Bush and Montgomery Streets in the City and County of San Francisco, State of California, which is the office and principal place of business of this corporation, and the place where its Board of Directors usually meet, on Monday the 18th day of September, 1905, at the hour of two o'clock in the afternoon of said day; and that notice of such a meeting be given to the stockholders of this corporation by the Secretary thereof, by publishing once a week for at least sixty (60) days before the said 18th day of September, 1905, in The Evening Post, a newspaper published in the said City and County of San Francisco, and by addressing and mailing, with the postage thereon fully prepaid, at least thirty days before the said 18th day of September, 1905, to each of the stockholders of this corporation whose names appear on the books thereof, if sufficiently addressed of identified, at his place of residence, if known, but, if not known, then at the place in which the principal place of business of this corporation is situate, a notice in the following form:

YOSEMITE VALLEY RAILROAD COMPANY.
NOTICE OF STOCKHOLDERS' MEETING CALLED FOR THE PURPOSE
OF CREATING A BONDED INDEBTEDNESS.

NOTICE IS HEREBY GIVEN that by and pursuant to a resolution duly adopted at a regular meeting held Tuesday the 11th day of July, 1905, by the Board of Directors of the Yosemite Valley Railroad Company, a corporation duly organized and existing under and virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State of California, a meeting of the stockholders of the said Yosemite Valley Railroad Company has been called and will be held in Rooms numbered 1022 and 1023 on the 10 th floor of the Mills Building, situate on the northeasterly corner of Bush and Montgomery Streets in the City and County of San Francisco, State aforesaid, which is the office and principal place of business of the said corporation and the building where its Board of Directors usually meet, on Monday the 18th day of September, 1905, at the hour of two o'clock in the afternoon of said day for the purpose of then and there taking into consideration and voting upon the question of creating a bonded indebtedness of the said corporation in the sum of three million dollars to be represented by bond, payable in gold coin of the United States of America of the present standard of weight and fineness, or uts equivalent, bearing interest at the rate of five per cent. per annum, payable semi-annually in like gold coin, and of securing the payment of such bonded indebtedness by a deed of trust in the nature of a mortgage of all of the property of said corporation, now owned and hereafter to be acquired by it, such bonds and such deed of trust to be in such form and to contain such terms and provisions as shall be adopted and approved by the Board of Directors of said corporation.

Dates July 11th, 1905.

. By order of the Board of Directors

. JULIUS H. ELLIS
Secretary of the Yosemite
Valley Railroad Company.




EXHIBIT B.

IN THE MATTER OF THE CREATION OF THE

BONDED INDEBTEDNESS OF THE YOSEMITE VALLEY RAILROAD COMPANY.

--o0o--

STATE OF CALIFORNIA,
City and County of San Francisco.

JULIUS H. ELLIS, being first duly sworn, deposes and says: That he was, on the 11th day of July, 1905, ever since has been and now is the duly appointed, elected, qualified and acting Secretary of the Yosemite Valley Railroad Company, a corporation duly organized and existing under an by virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State aforesaid;

That on the 18th day of August, A. D. , 1905, he addressed a true copy of the notice, a copy of which is hereunto annexed and made a part hereof,
to each one of the stockholders of the said Yosemite Valley Railroad Company whose name appeared on the said Company's books as a stockholder thereof, and deposited the same in the United States Post Office in the said City and County of San Francisco, and that the postage on each of the said notices was fully prepaid; that each of the said notices was enclosed in a separate sealed envelop; that one of the said envelopes with the notice therein contained was addressed to Mr. Wm. B. Bosley, c/o University Club, 722 Sutter Street, San Francisco, Cal.; that one of the said envelops with the notice therein contained was addressed to Mr. Thomas Turner, 1400 San Jose Avenue, Alameda, California; that one of the said envelops with the notice therein contained was addressed to Mr. John S. Drum, 2714 Broadway, San Francisco, California; that one of the said envelopes with the notice therein contained was addressed to Mr. Fred T. Elsey, 653, 11th Street, Oakland, California;that one of the said envelopes with the notice therein contained was addressed to Mr. Leo H. Susman, 2128 Pine Street, San Francisco, California; that one of the said envelops with the notice therein contained was addressed to Mr. F. G. Drum, 1940 Vallejo Street, San Francisco, California; that one of the said envelops with the notice therein contained was addressed to Mr. L. Foster Young, 2052 Fell Street, San Francisco, California; that on said 18th day of August, 1905, said Wm. B. Bosley, actually resided at the University Club, 722 Sutter Street, San Francisco, California said Thomas Turner actually resided at 1400 San Jose Avenue, Alameda, California, said John S. Drum actually resided at 2714 Broadway, San Francisco, California, said Fred T. Elsey actually resided at 653, 11th Street, Oakland, California, said Leo H. Susman actually resided at 2128 Pine Street, San Francisco, California, said F. G. Drum actually resided at 1940 Vallejo Street, San Francisco, California, and said L. Foster Young actually resided at 2052 Fell Street, San Francisco, California; and that said persons have ever since said 18th day of August continued to reside at the places aforesaid; that the said Wm. B. Bosley, Thomas Turner, John S. Drum, Fred T. Elsey and Leo H. Susman have been ever since the 11th day of July, 1905, and now are the owners and holders of all the shares of the subscribed and issued capital stock of said corporation and so appeared upon the books of the said corporation; that said L. Foster Young and said Frank G. Drum held and owned five (5) shares each of the capital stock of the said corporation prior to and until the afternoon of the 11th day of July, 1905, when they transferred all of the shares so held by them to said Leo H. Susman and Fred T. Elsey.

Subscribed and sworn to before me this 24th day of August, 1905.

JULIUS H. ELLIS JAMES M. ELLIS.
Notary Public in and for the City
and County of San Francisco, State
of California.



YOSEMITE VALLEY RAILROAD COMPANY.
NOTICE OF STOCKHOLDERS' MEET ING CALLED FOR THE PURPOSE OF
CREATING A BONDED INDEBTED NESS.
NOTICE IS HEREBY GIVEN, THAT BY and pursuant to a resolution duly adopted at a regular meeting, held on Tuesday, the 11th day of July, 1905, by the Board of Directors of the Yosemite Valley Railroad Company, a corporation duly organized and existing under and by virtue of the laws of the State of Cali- fornia, and having its office and principal place of business in the City and County of San Francisco, State of California, a meeting of the stockholders of the said Yosemite Valley Railroad Company has been called and will be held in Rooms numbered 1022 and 1023, on the tenth floor of the Mills Building, situated on the northeasterly corner of Bush and Mont- gomery streets, in the City and County of San Francisco, State aforesaid, which is the office and principal place of business of the said corporation and the building where its Board of Directors usually meet, on MONDAY, the 18th day of September, 1905, at the hours of two o'clock in the afternoon of said day, for the purpose of then and there taking into con- sideration and voting upon the question of creating a bonded indebtedness of the said cor- poration in the sum of three million dollars, to be represented by bonds, payable in gold coin of the United States of America, of the present standard of weight and fineness, or its equivalent, bearing interest at the rate of five per cent per annum, payable semi-annually in like gold coin, and securing the payment of such bonded indebtedness by a deed of trust in the nature of a mortgage of all of the property of said corporation, now owned and hereafter to be acquired by it, such bonds and such deed of trust to be in such form and to contain such terms and provisions as shall be adopted and approved by the Board of Direct- ors of said corporation.

Dated July 11th, 1905.

By order of the Board of Directors.
JULIUS H. ELLIS
Secretary of the Yosemite Valley Railroad
Company.
jy12Wtose13




EXHIBIT C.
STATE OF CALIFORNIA
City and County of San Francisco

H. C. KNEWING, of the said City and County, having been first duly sworn, deposes and says:

That he is a citizen of the United States; that he s is and at all the times hereinafter mentioned was over twenty-one years of age, and competent to be a witness on the hearing of the matters mentioned in the printed notice hereinafter set forth; that he has no interest whatsoever in the same; that he is the Principal Clerk of the Printers and Publishers of THE EVENING POST a newspaper of general circulation, printed and published daily (Sundays excepted) in the City and County of San Francisco, State of California.

The deponent, as such Clerk, during all the times mentioned in this affidavit has had, and still has, charge of all the advertisements in said newspaper.

That an advertisement of notice of stockholders' meeting of the Yosemite Valley Railroad Company, of which the following is a printed copy,

{ Newspaper clipping. }
was published in the above named newspaper (Sundays excepted) for a period of once a week for sixty (60) days; that is to say, on the following dates, to-wit: July 12th, 19th, 26th, 1905: August 2nd, 9th, 16th, 23rd, 30, 1905 and September 6th and 13th, 1905, and further deponent sayeth not.

Subscribed and sworn to before me
this 18th day of September

HUGH T. SIME.
Notary Public in and for the City
and County of San Francisco, State of
California.
H. C. KNEWING.



EXHIBIT D.

BE IT RESOLVED by the stockholders of the Yosemite Valley Railroad Company that a bonded indebtedness of this Corporation in the amount of three million dollars ($3,000,000.00) to be represented by bonds payable in gold coin of the United States of America of the present standard weight and fineness, or its equivalent, and bearing interest at the rate of five (5) per cent. per annum, payable semi-annually, in like gold coin, be created; and that the payment of such bonded indebtedness be secured by a deed of trust in the nature of a mortgage of all the property of this Corporation now owned and hereafter to be acquired by it; and that such bonds and such deed of trust shall be in such form and shall contain such terms and provisions as shall be adopted and approved by the Board of Directors of this Corporation; and that the Board of Directors of this Corporation be and it is hereby authorized, empowered and directed to cause such bonds and such deed of trust to be prepared and executed, and to issue, sell and dispose of such bonds upon such terms and conditions as it may deem to be for the advantage and best interest of this Corporation; and that the Board of Directors of this Corporation be and it is hereby authorized, empowered and directed to do whatsoever may be necessary, convenient or proper for executing and fully performing all and singular the powers conferred and the duties imposed upon said Board.

We, the undersigned, being the President and Secretary of the YOSEMITE VALLEY RAILROAD COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, and having its office and principal place of business in the City and County of San Francisco, State aforesaid, do hereby certify that the above and foregoing copy of the certificate of the creation of bonded indebtedness of said corporation to the amount of $3,000,000.00, and the copies of the several exhibits thereto annexed and marked respectively "Exhibit A", "Exhibit B", "Exhibit C" and "Exhibit D", are true and correct copies of the original certificate of the creation of the bonded indebtedness of the said corporation to the amount of $3,000,000.00, together with the exhibits thereto annexed which was execute by the president and Secretary and all of the members of the Board of Directors of the said corporation and verified by the oaths of the President and Secretary of the said corporation on the 4th day of October, 1905, and which is intended to be filled with the County Clerk of the City and County of San Francisco, State of California, under and pursuant to the provisions of Section 359 of the Civil Code of the Stare of California.

WITNESS our hands and seal of the said corporation hereunto affixed the 4th day of October, 1905

-

Signed John S. Drum
President of the Yosemite
Valley Railroad Company.

Signed Julius H. Ellis
Secretary of the Yosemite
Valley Railroad Company.