abandon the original organization which had so far promoted the enterprise, and accordingly the author of this book prepared articles for the incorporation of "The Oregon Central Railroad Company," the office and headquarters of which should be at Portland, Oregon. These articles were signed by J. S. Smith, (member of congress for Oregon in 1870,) I. R. Moores, John H. Mitchell, (for twenty-two years United States senator for Oregon,) E. D. Shattuck (for thirty years justice of the supreme and circuit courts of Oregon,) Col. John McCraken, Jesse Applegate, S. Ellsworth, F. A. Chenoweth, Joel Palmer, E. R. Geary, M. M. Melvin, Thomas H. Cox, B. F. Brown, W. S. Ladd (founder of Ladd & Tilton) H. W. Corbett (United States Senator,) S. G. Reed, (founder of the Reed Industrial School,) J. C. Ainsworth (founder of The Oregon Steam Navigation Company,) C. H. Lewis, (founder of Allen & Lewis) R. R. Thompson and Joseph Gaston, the author of this book. These articles were filed according to law and the association of these persons became a private corporation to administer the land grant on October 6, 1866. These articles were laid before both houses of the Oregon legislature, then in session, and on October loth, upon the motion of Hon. E. D. Foudray, representative from Jackson County, Joint Resolution No. 13, designating said corporation to receive the said land grant, was passed. And in December following, fourteen of the incorporators of said company appointed Joseph Gaston "secretary of the board of incorporators," and authorized him to open the stock books of the company and solicit subscriptions to its capital stock. In pursuance of this authority in April 1867, he opened stock books and took subscriptions to the capital stock; the subscribers to the "Barry Survey" to have their subscriptions credited on stock subscriptions. A copy of the prospectus of the company, published in the Oregon papers on February 20, 1867, is herewith printed as follows:
PROSPECTUS OF THE OREGON CENTRAL RAILROAD COMPANY.
"We, the undersigned incorporators of the 'Oregon Central Railroad Company,' hereby appoint J. Gaston, of Salem, Oregon, secretary of the board of incorporators, and authorize and designate him, as one of the incorporators of said company, to prepare and open the stock books of said company, under the following rules and regulations:
1st. The shares of the capital stock in said company shall be subscribed for at their par value in gold coin or its equivalent in currency.
2d. The board of directors may levy assessments as often as once in every sixty days, but not more than ten per cent, shall be levied in such period.
3d. Shares may be subscribed and paid for with 'claimed' or improved lands, rating them at a fair cash value.
4th. All persons who paid money or property in aid of 'Barry's Railroad Survey,' made in 1864, shall be entitled to have the same credited to the amount of ten per cent, upon any subscription of one or more shares, provided they furnish satisfactory evidence to the board of directors of payment in said year.
5th. The board of directors shall have the right to reject any subscription or subscriptions, for fraud, or any other matter bearing upon the interests of the company.
6th. Neither the board of incorporators, or board of directors, shall ever have any right or power to sell or dispose of the corporate franchises of this company without a three-fourths vote of all the stock subscribed, in favor of such sale; but this proviso shall not be construed to prevent the board of directors from raising money to construct the company's road by mortgage of its lands or other real estate, railroad or equipment; and in all questions upon which the board of directors may not unanimously agree, any stockholder may appeal to the decision of a majority of the stock which decision shall be final.
7th. As soon as the capital stock, or one-half thereof, of said company shall have been subscribed, the said secretary is hereby directed to call a
meet-
