Front matter (continued 2)

December 27, 1850, a committee reported that the whole amount of stock subscribed, was $250,800, of which $7,200 was payable in land damages and materials for the road; and that Messrs. Gilmore and Carpenter had subscribed for 500 shares of stock, to wit, $50,000.

On the 7th day of January, 1851, the directors voted to break ground the next day, and on the 27th of May in the same year, they voted to expend a sum not exceeding $25,000, in experiments upon the east side of the mountain, at or near the mouth of the proposed tunnel.

In 1851, the corporation petitioned the legislature for a loan of the State credit for two million dollars; but the application was unsuccessful.

The failure to secure the aid of the Commonwealth, appears not to have discouraged the corporation, for on the 7th of August, 1851, the directors voted that they would proceed forthwith from Adams to the New York line, and simultaneously incur all the necessary expenses to make thorough experiments with such machines as promise to facilitate the construction of the tunnel, and when the road is begun from Greenfield, it shall be after an arrangement is made to construct it to the foot of the mountain in Florida and connect in some way with the road at North Adams.

The Troy and Greenfield Railroad Corporation having directed its attention to a connection with the Troy and Boston Railroad Company through a portion of the State of Vermont, and a charter having been obtained from the legislature of Vermont, incorporating the Southern Vermont Railroad Company, whereby such connection could be made, a committee of the directors of the Troy and Greenfield Railroad Company and of the Southern Vermont Railroad Company made an agreement, subject to the modification or ratification of the stockholders of each company, "that the stock of both of said companies and their franchises from said Greenfield to the west line of Pownal, in the State of Vermont, shall become and be one joint, consolidated stock and interest, with equal and common rights and privileges to the stockholders of both companies;" it being understood that an application shall be made to the legislature of Vermont for a change of the name and style of the joint corporation mentioned in the said Act of the Vermont legislature. This report was made to the board of directors, and it was voted that the same "be accepted and adopted, recorded and placed on file." Subsequently the Southern Vermont Railroad was leased to the Troy and Greenfield Corporation on a perpetual lease for $12,000 per year; and the 21st of April, 1860, it was purchased by the Troy and Greenfield Corporation for the sum of two hundred thousand dollars, with money advanced to the last named corporation by the Commonwealth. In the report of the commissioners on the Troy and Greenfield Railroad and Hoosac Tunnel, the Southern Vermont Railroad is estimated to have cost from $110,000 to to $125,000 only.

In 1858, another application was made to the legislature for a loan, but with the same result as in 1851. In both instances, committees reported in favor of the application.

In 1854, the application was renewed, and was successful. The Act was passed on the fifth day of April, 1854. By the first section, the treasurer was authorized to issue scrip, as certificates of debt, for the sum of two million dollars, to be expressed in the currency of Great Britain or in federal currency, as the directors of the Troy and Greenfield Railroad should elect, to bear an interest of five per cent., payable semi-annually, and redeemable in thirty years, for the purpose of enabling the Troy and Greenfield Company to construct a tunnel and railroad under and through the Hoosac Mountain, in some place between the "Great Bend" in Deerfield River, in the town of Florida, at the base of Hoosac Mountain, on the east, and the base of the western side of the mountain, near the east end of the village of North Adams, on the west. The scrip was to be delivered to the treasurer of said Troy and Greenfield Railroad Company in the manner and upon the conditions following:—$100,000, when it should appear to the satisfaction of the governor and council that said company had obtained subscriptions to their capital stock in the sum of $600,000, and twenty per cent. upon each and every share of said six: hundred thousand dollars should have actually been paid in, and seven miles of their railroad and one thousand lineal feet of their said tunnel under the Hoosac, in one or more sections, of size sufficient for one or more railroad tracks, should have been completed.

$100,000, when ten miles of their said railroad, in one or two sections, and ten thousand lineal feet of their said tunnel, in one or more sections, should be completed.

$100,000, when fifteen miles of their said railroad, in one or two sections, and three thousand lineal feet of their said tunnel, in one or more sections, should be completed.

$100,000, when twenty miles of their said railroad, in one or two sections, and four thousand lineal feet of their said tunnel, in one or more sections should be completed.

$100,000, when twenty-five miles of their said railroad, in one or two sections, and five thousand lineal feet of their said tunnel, in one or more sections, should be completed.

$100,000, when thirty miles of their railroad, in one or two sections, and six thousand lineal feet of their tunnel, should be completed.

$100,000, when thirty-two miles of their railroad, in one or two sections, including all the line east of Florida, and seven thousand lineal feet of their tunnel, in one or more sections, should be completed; and for each additional portion or portions of said tunnel of fifteen hundred feet, in one or more sections, completed by said company, $100,000, subject to the condition that the last $200,000 should be reserved until said company, or their successors, should open their railroad for use from Greenfield to the line of the State in Williamstown; and subject also to the condition, that, prior to the second delivery of scrip, thirty per cent. of the same shall have been paid in cash to the treasurer of the company by the stockholders thereof, in addition to the $120,000 to be paid prior to the delivery of any scrip; and that upon each application for scrip, in pursuance of the law, and prior to the delivery thereof, thirty per cent. of the scrip then applied for shall have been paid by the stockholders to the treasurer of the company until the $600,000 subscribed for has been paid by the stockholders.

The Act further provided, that the treasurer of the company, within three months from the receipt of any scrip, should pay to the commissioners of the sinking fund created by the Act, ten per cent. on the amount of scrip so taken as a sinking fund; and after the road should be opened for use, twenty-five thousand dollars should be annually paid to said commissioners for the same purpose.

The Act further provided, that the said company should execute an assignment, as a pledge or mortgage on the railroad, with its franchise property and income, conditioned to pay the principal sum of said scrip, or so much thereof as the sinking fund should be insufficient to pay, and the interest, as the same became due; and that said company should assign all the interest it then had, or might afterwards obtain, in the Southern Vermont Railroad Company.

In 1855, the legislature authorized certain towns on the line,—to wit: Ashfield, Buckland, Conway, Colrain, Charlemont, Deerfield, Greenfield, Hawley, Heath, Rowe, Shelburne, Adams, Florida, and Williamstown,—to subscribe three per cent. on their valuation, respectively, to the capital stock. This Act was not fully complied with on the part of the towns, and $125,000 only is reported to have been realized from that source.

In 1855 a contract with E. W. Serrell to construct the work was reported to and accepted by the directors. This contract does not appear among the papers of the corporation, and its terms cannot be stated.

At the same time the capital stock of the corporation was by a vote increased to $1,500,000, and a location designated as the east line on the railroad near Cheapside was adopted. This singular resolution was also passed:—

Resolved, That the direction of the engineering operations within the Hoosac Tunnel after the location of the line is adopted, and plans perfected for the same, be left with the contractor, excepting the measurements for monthly and final estimates and the final acceptance of the work.

1855, July 18. Mr. Serrell having proposed to subscribe the sum of $600,000 (less the amount of the new subscription made by others,) provided the company would make such allowances as would enable him to dispose of the proposed issue of $900,000 of bonds advantageously, the directors voted to add $300,000 to the contract prices of the work, and that said $900,000 bonds as provided by the contract should be issued as soon as authorized by the stockholders, and placed in bank by the trustees to the credit of such persons as shall deposit against the same cash or railroad iron equal in value to sixty-five cents on the dollar. The said bonds to be taken by said Serrell at par and so estimated in his contract.

At this time sixteen hundred and thirty-five shares of new stock had been subscribed, amounting to $163,500.

The trustees alluded to in the foregoing vote were selected by a committee appointed for the purpose, and with power to execute to them a mortgage. They were J. V. C. Smith, Paul Adams and John G. Davis, all of Boston. The mortgage was executed, and is known in the history of the road as the "Smith mortgage." A resolution explanatory of this transaction was passed August 16, 1855, in the following words:—

"Resolved, That, whereas by the terms of the provisions of the resolution of July 18, 1855, by which it is provided that the bonds of the company to be issued, are to be placed in bank, &c.; therefore, as explanatory thereto, be it

Resolved, That it is not intended thereby to prevent the operation of the contract, but that the said bonds are to be delivered to Serrell & Co., on the warrant of the engineer, countersigned by the president and treasurer, whenever the engineer shall draw therefore on monthly or final estimates."

1856, February 7. The president reported to the directors that a contract had been redrafted and concluded with Messrs. Serrell, Haupt & Co., which was read, accepted and ratified, and the committee discharged. This contract was probably dated January 31, 1856, but the Committee have not been able to find it among the papers of the corporation.

1856, May 22. The directors voted, that in case Messrs. Serrell, Haupt & Co., would enter into an agreement to carry on the work of the Troy and Greenfield Railroad Company, in compliance with the terms and conditions of the loan Act, until 2,000 feet of the tunnel should be completed, the corporation would substitute bonds instead of stock in all payments to be made on account of work to be done to that time.

The treasurer was authorized to give the acceptance or notes of the company, to an extent equal to the whole indebtedness of the company to said contractors, upon which to raise money to carry on the work.

That the company would pay or allow to said contractors all discounts or losses to which they might be required to submit, provided such discounts or losses did not exceed the rate of 15 per cent. per annum.

That the trustees of the mortgage bonds should deliver to Mr. Herman Haupt one hundred thousand dollars in the bonds of the company in addition to payments due for work, said bonds to be sold or hypothecated by him, and the proceeds applied to the work. The bonds to be charged on account of the contract if not returned when the second payment from the State shall have been made.

1856, July 28. H. Haupt and W. A. Galbraith notified a dissolution of the firm of Serrell, Haupt & Co., and proposed to enter into a new contract.

E. W. Serrell notified that Messrs. Haupt and Galbraith were authorized to surrender the old contract.

The stock subscription of Edward W. Serrell and E. W. Serrell & Co., was transferred to H. Haupt & Co., the latter to furnish a guarantee that the assessments due and to become due should be paid.

E. W. Serrell resigned his office as a director in the company, and was appointed consulting engineer. W. A. Galbraith was chosen a director.

1865, July 30. A contract was made with Herman Haupt, William A. Galbraith, C. B. Duncan and Henry Cartwright for the construction of the road and tunnel. The firm name of the contractors was H. Haupt & Co. By the provisions of the contract all work done under previous contracts with E. W. Serrell or Serrell, Haupt & Co., was to be credited to H. Haupt & Co., and all payments under said contracts were to be charged to H. Haupt & Co., and credited to the Troy and Greenfield Railroad. "The road from the eastern terminus at or near Greenfield from some convenient point on the Vermont and Massachusetts line, as the same now is or hereafter be located," is assumed to be in all about forty-two miles in length.

"This contract includes the graduation, tunneling, masonry and bridging, superstructure, fencing, depot buildings, switches, turn-tables, water and fixtures, and in fine all labor and materials necessary for the construction of the road are included in this contract." The right of way to be provided and paid for by the railroad company. The work to be completed and finished in the best manner, for which the Troy and Greenfield Railroad Company agreed to pay H. Haupt & Co., "the sum of three millions eight hundred and eighty-three thousand dollars in manner following, to wit: Two millions of dollars in the bonds of the State of Massachusetts, to be issued under the Act by which the credit of the said State is loaned to said corporation, nine hundred thousand dollars in the six per cent. mortgage bonds of said company, five hundred and ninety-eight thousand dollars in the capital stock of said Troy and Greenfield Railroad Company, and three hundred and eighty-two thousand dollars in cash." The work of constructing and completing the road was to be done in compliance with the loan Act of April, 1854. One hundred and fifty thousand dollars to be expended by the contractors in depot buildings and necessary rolling stock, cars, engines, &c. under the direction of the board of directors. The stock subscription of E. W. Serrell and of Serrell & Co., amounting to five thousand nine hundred and eighty-seven shares, was to be transferred and assumed by Haupt & Co., payable in compliance with said Loan Act with the understanding that the assessments on the stock were to be paid by the performance of this contract in stock credits as provided in the contract, and the stock taken by the contractors at par.

This contract further provided, that on the receipt of the several installments of State bonds, the contractors should pay to the sinking fund the ten per cent. specified in the Loan Act, in consideration of which Haupt & Co. should retain whatever sums was realized from the exchange and premium on the bonds. The payments were to be made monthly, on estimate of the company's engineer. The cost of the materials and work upon the line, exclusive of the Hoosac Tunnel and its approaches, was assumed to be one million eight hundred and eighty thousand dollars, and the estimates were to be made in the relative proportion that the part done bore "to the whole amount of materials and work to be furnished, and done at the price named." The Hoosac Tunnel and its approaches were estimated at two million dollars for a double track, and the monthly estimates were to be in proportion to the amount of work done on the approaches, and the length of tunnel excavated.

The contract further provided, that, with the assent of both parties, the tunnel might be constructed for a single track, in which case no abatement was to be made for the first three thousand feet; but for the excavation beyond that point, the sum of twelve dollars per lineal foot was to be deducted from the contract price.

The above are the essential provisions of the contract under which H. Haupt & Co. performed their work upon the road and tunnel until February 18, 1858, except as the same was modified and changed by votes of the directors. The contract was reported to the board of directors, and approved by them August 6, 1856. On the same day the directors voted to request the trustees to recognize H. Haupt & Co. as contractors, instead of E. W. Serrell, and to issue the bonds to said H. Haupt & Co. on the estimate of the engineer and the order of the trustees.

They also voted to change the location of the road at the West End, in accordance with plans marked A and B.

Under date of July 10, 1857, there appears upon the records the following:—

A preamble, "stating that the efforts to raise money for building the road had proved unsuccessful; that no payments had been made the contractors for more than a year, * * * *; that the work could only be carried on by the continued efforts * * * * and personal credit of the contractors.

"Therefore voted, that the whole of the State bonds that may be issued in aid of the Troy and Greenfield Railroad Company shall be exclusively appropriated to work done, or to be done, upon the tunnel, in compliance with the terms and conditions of the Act authorizing the loan of credit, and with such other conditions and modifications as the legislature may, from time to time, make and establish; but said H. Haupt & Co. shall not be held subject to any other conditions whatever, so far as respects the work done upon the tunnel; and any State scrip that may at any time be delivered to the treasurer of the company, shall be promptly handed to the contractors; the contractors, on their part, to comply with the conditions of the present Act, and with such other conditions or modifications as may be introduced, and to have the benefit of any extension of time or increase of compensation by the State.

Second. Any new or additional subscription that may be obtained, shall be applied to payment of the present contractors for work done, or to be done, by them, and to no other object; and any subscriptions that may be collected west of the Hoosac Mountain, shall be applied exclusively to the completion of that portion of the road.

Third. The present subscription east of the Hoosac Mountain may be collected and applied to the payment of other liabilities of the corporation, and the treasurer is requested to prepare, without delay, a full and complete list of all such liabilities.

Fourth. Any commissions for procuring or collecting subscriptions shall be paid by H. Haupt & Co., in consideration of which, and also of the premises, the payment of graduation, masonry, bridging, and superstructure on the road, exclusive of the tunnel, shall be two million dollars, with the addition of such sums as may be required for the right of way, if this item shall be paid by the contractors. Of this amount, nine hundred thousand dollars shall be in mortgage bonds of the company, and the balance in cash, to as great an extent as can be procured, the remainder in stock at par; and the directors of the Troy and Greenfield Railroad Company shall use their best endeavors to increase the cash subscriptions as much as possible.

If new parties be introduced, or desired by H. Haupt & Co., the contract may be redrafted, and these conditions and changes incorporated; the committee for this purpose shall consist of the president and Alvah Crocker, with power to execute it finally, if not inconsistent with the present contract, or with the changes hereby authorized. It is further agreed and understood, that nothing herein contained shall be so constrained as to invalidate the existing contract with said Haupt & Co., or vary its conditions, except so far as herein expressed or necessarily implied."

On the 18th of February, 1858, another agreement was made by Herman Haupt and Henry Cartwright with the Troy and Greenfield Railroad Company, and such others as might be associated with them; and who upon signing the contract were to be considered as parties to the same; as it bears the signatures of D. N. Carpenter, President for the Troy and Greenfield Railroad Company, and H. Haupt & Co., by H. Haupt, and no others, it may be presumed that Messrs. Haupt and Cartwright are the only persons comprising the party of the first part.

This contract recites that every attempt to procure new or to collect old subscriptions to the capital stock of the company, since the execution of the former contract with H. Haupt & Co., have proved unsuccessful; that the contractors had prosecuted the work for more than two years without any payment having been made to them as required by existing contract; that there appeared no possibility of procuring means for the further prosecution of the work, except by the continued efforts, increased expenditures, and personal credit of the contractors themselves; and that H. Haupt & Co. propose to release the Troy and Greenfield Railroad Company from the cash payments required by the contract, and to assume themselves the labor of procuring and collecting subscriptions, and of carrying on and completing the Troy and Greenfield Railroad and Hoosac Tunnel in such manner as will comply with all the conditions of the Loan Act. The parties therefore agreed.

That H. Haupt & Co. should comply with all the conditions of the Act, approved April 5th, 1854, whereby a loan of credit was given by the State of Massachusetts in aid of the construction of the Hoosac Tunnel, and should have the benefit of any changes that may hereafter be obtained, or extensions of time that may be granted; but they shall be subject to no other conditions or restrictions other than those expressed in this contract.

That the road shall be so constructed that its gradients should not exceed those in each direction which exist or may hereafter exist permanently on other portions of the line between Troy and Boston; that sharper curves than were in ordinary use in other parts of the line were to be changed at the expense of the contractors, and trestle work or temporary bridging was to be replaced by permanent structures at the expense of the contractors as soon as practicable after the completion and opening of the whole line.

That H. Haupt & Co. should have the benefit of all existing subscriptions, and of all they might procure; also of any revenue that might arise from the use of the road, or any portion of it when completed, until their claims on the company were discharged and paid; and to secure this end, the payment of all other debts of the corporation was to be deferred until that of the contractors was satisfied. The real estate of the corporation not required for the purposes and use of the road, was to be sold or applied to meet present liabilities of the company; and Haupt & Co. were to maintain the organization of the corporation and pay its necessary printing expenses, by paying to the treasurer annually a sum not less than five hundred dollars.

The State bonds were to be appropriated exclusively to the construction of the tunnel. The State scrip delivered to the treasurer of the company was to be promptly handed to the contractors.

The compensation to be allowed to H. Haupt & Co. was to be as provided in the resolutions of the directors, passed July 10, 1857.

The payment for graduation, bridging, masonry, and superstructure on the road, exclusive of the tunnel, was fixed at two million dollars, exclusive of any payments that might be made for the right of way. Of this amount, nine hundred thousand dollars was to be paid in mortgage bonds of the company; the balance in cash, to as great an extent as cash subscriptions could be secured; the remainder in stock at par.

The bonds and stock of the company to be issued to H. Haupt & Co. when required, to an amount equal to the work done, estimating it by the proportion it bore to the whole amount performed and to be performed.

H. Haupt & Co. were authorized to collect subscriptions to the capital stock of the company, and their receipt for money was to be accepted by the company as evidence of payment. By the execution of this agreement all former contracts between the same parties were agreed to be annulled and cancelled.

H. Haupt & Co. was recognized as the firm name under which the parties of the first part were associated, and then to be conducted. Copies of this and the preceding contract will be found printed verbatim in a report of a committee of the House of Representatives in 1860, of which Mr. Kimball, of Boston, was chairman. It was reprinted in 1861, and is House document No. 406, of last year; and it may be profitably consulted for other valuable information touching the doings of the Troy and Greenfield Corporation and the contractors therewith.

1858, May 25, the directors assented that the iron delivered by the Rensselaer Iron Company for the road should remain the property of the iron company until the same was paid for, in accordance with an agreement of H. Haupt & Co. with the iron company.

From a report of a committee of the directors made to the board July 23, 1858, it appears that at the date of the report, seven thousand four hundred and fifteen, shares were subscribed for unconditionally by parties who appeared to have been solvent at the time of subscribing.

That three thousand four hundred and fifty shares had been subscribed for conditionally, or, by parties who were not solvent, or whose subscriptions could not be collected.

That of the conditional subscriptions, the greater part had been or would be complied with; of these nine hundred and thirty-nine were subscribed by the towns not included in the published lists.

Upon two thousand four hundred and thirty shares of the unconditional subscriptions, including those of Gilmore and Carpenter, twenty per cent. only had been paid.

That upon six thousand five hundred and nine shares, subscribed for unconditionally, twenty per cent. or more had been paid in cash.

At this date it appears that the whole number of shares subscribed for conditionally and unconditionally, was ten thousand eight hundred and sixty-five.

At this meeting of the board the clerk was directed to place upon the record the names of all the stockholders, with the number of shares held by each, on which twenty per cent. or more had been paid. The record shows the number of shares to be six thousand six hundred and forty-eight, and the amount paid on the same two hundred and sixty-seven thousand five hundred and sixty-nine dollars. Against the name of H. Haupt & Co. was set the number of five thousand shares. At this meeting the directors also voted to fix the capital stock at one million five hundred thousand dollars.

1858, September 3. The last vote was reconsidered, and it was voted that the capital stock be fixed at [Note: amount missing] as represented by the list of stock reported at the previous meeting.

The directors also voted as they had previously done, to rescind all the assessments heretofore voted, except the assessment of three per cent. laid April 11, 1849, and then voted an assessment of ten per cent. upon each and every share in the capital stock of the company, payable in thirty days. Between this date and September 14, 1859, nine other assessments were voted, the whole amounting to eighty-eight per cent. of the par value of the stock.

By another entry upon the records, under date of November 3, 1858, it appears that Williamstown and Adams subscribed to the capital stock of the Troy and Greenfield Railroad, ninety-three thousand dollars, upon condition that the payment should be made in town scrip, maturing in thirty years, and to be issued whim the road was completed between Adams and Troy; half the interest on the scrip to be paid by the Troy and Boston Railroad Company. Mortgage bonds of the Troy and Greenfield Railroad Company, in amount equal to said subscription, were to be deposited in the Adams Bank as security against loss of stock from such a contingency as a sale of the road by the bona fide holders.

Immediately following this entry upon the records are recorded these votes:—

Voted, To accept the subscription on the condition stated, that the contract with the Troy and Boston Railroad Company be altered to allow said company to pay the interest on the scrip directly to the treasurers of the towns; that bonds to the amount of ninety-three thousand dollars be prepared ready for delivery, and that Mr. Haupt and the treasurer be a committee to carry this vote into effect, as also any change of contract with the Troy and Boston Railroad Company.

Voted, That the trustees of the mortgage bonds of this corporation be, and hereby are, requested to deliver to Mr. H. Haupt and the treasurer, ninety-three bonds of one thousand dollars each, to be deposited by them in the Adams Bank, in compliance with the conditions and requirements of the votes of towns of Adams and Williamstown, &c., &c.; sixty bonds to be appropriated as security for Adams, and thirty-three for Williamstown.

Under date of May 20, 1859, appears the following record:—

Whereas, satisfactory evidence has been afforded to the board of directors of the Troy and Greenfield Railroad Company that H. Haupt has, by an instrument of writing, duly executed, formally relinquished, for himself, his heirs, executors and administrators, all pecuniary interest in any profits that may be realized in the construction of the Troy and Greenfield Railroad and Hoosac Tunnel, and that the use of his name in connection with the firm is merely nominal, to avoid the inconvenience and embarrassment resulting from a change of title:

Voted, That in the opinion of this board, no impediment exists to prevent the said H. Haupt from performing the duties of chief engineer of the Troy and Greenfield Railroad Company, and that he be, and hereby is, appointed to said office.

1859, December 26. Voted, That the treasurer be, and hereby is, directed to hand over to H. Haupt & Co., as soon as received by him, the bonds of the Commonwealth, hereafter to be issued in aid of the road or tunnel, taking their receipt therefore.

In 1859, application was made to the legislature to reduce the size of the tunnel in order to facilitate its completion, and by chapter 117, of the Acts of that year, it was provided that the tunnel might be constructed of the height of eighteen feet, and fourteen feet wide, and the payments were changed so as to depend upon the construction of the railroad, the excavation of the tunnel, and also of the heading, which was to be driven of the width of fourteen feet at the bottom, and the height of six feet in the middle, with a proviso that no more than seventeen hundred thousand dollars (in addition to the six hundred thousand dollars of scrip,) of stock subscriptions, and the anticipated scrip from the towns before, mentioned, all of which was to be considered as unconditional subscriptions, should be paid until the whole of the tunnel through the Hoosac Mountain shall have been completed, and the payments by the State were not to commence until twenty per cent. of the stock subscription should "have been actually paid in." The provisions of this Act, in regard to advances by the State for progress actually made in excavating the tunnel and constructing the road, were substituted for those of the Act of 1854, the second section of which was repealed. By chapter 184 of the Acts of 1860, the city of Boston was authorized, with the consent of the legal voters, to subscribe five hundred thousand dollars to the capital stock of the Troy and Greenfield Railroad; but the consent was not given.

The legislation of 1859 did not meet the exigencies of the corporation, and application for assistance was again made. To relieve still further the difficulties of the company, the Act of 1860, chapter 202, was passed, in which it was provided that the undelivered portion of the loan of two million of dollars, authorized by chapter 226 of the Acts of 1854, amounting to one million seven hundred and seventy thousand dollars, should be apportioned between the railroad and tunnel, and for the construction of each respectively, and six hundred and fifty thousand dollars was set apart for the completion of the unfinished portion of the railroad, extending from its eastern terminus, near Greenfield, to within half a mile of the eastern end of the Hoosac Tunnel, and one million one hundred and twenty thousand dollars to the completion of the tunnel. The Act provided for the execution to the Commonwealth of such further bond and mortgage as the attorney-general should prescribe, and that such bond and mortgage, as well as all bonds, mortgages or other assurances heretofore made to the Commonwealth by said company, should have priority and be preferred before any and all attachments or levies on execution heretofore or hereafter made. The Act further provided that payments hereafter to be made for work done upon the road and tunnel, should be so made upon estimates of a State engineer, whose appointment and duties were prescribed in the Act. Such estimates were to be based upon a "width of road-bed, at grade, of fifteen feet on embankments, seventeen and a half feet in side cots, and twenty feet in through cuts; in the heading of the tunnel, upon dimensions fourteen feet wide and six feet high in the middle, and in the finished excavation of the tunnel, of fourteen feet wide and eighteen feet high in the middle." And the deliveries of scrip were to be at the rate of fifty dollars for each lineal foot of tunnel, divided between heading and full-sized tunnel, in the proportion of thirty dollars for each lineal foot of heading, and twenty dollars per lineal foot for the remaining excavation, and of six hundred and fifty thousand dollars for the whole of the graduation, masonry, bridging and superstructure of the road east of the tunnel. The weight of the rails was fixed at not less than fifty-six pounds to the lineal yard; the capital stock of the corporation at two millions and a half dollars, including all shares before issued.

By the eighth section of the Act the corporation was authorized to purchase the entire road franchise, stock, bonds, and other property or the Southern Vermont Railroad Company, together with its lease to the Troy and Boston Railroad Company, and subject to its provisions, for the sum of two hundred thousand dollars. This Act repealed all prior legislation inconsistent with its provisions, with a saving of the security which the Commonwealth had, by virtue of its mortgage on the franchise, railroad and property of the Troy and Greenfield Railroad Company, and was approved April 4, 1860.

1860, July 3. A committee was appointed to execute the mortgage to the Commonwealth required by chapter 202, of the Acts of 1860.

1861, July 30. The directors voted that Mr. Haupt be a committee to appear before the council in reference to the withholding the scrip now due the road; and January 16, 1862, it was voted that Mr. Haupt be authorized to act as the agent and representative of the company in any relation that the company may be brought before the present legislature or any committee thereof.

Previous to the vote of July, 1861, suspicion was excited that Messrs. H. Haupt & Co. were not performing their work in a manner conformable to the requirements of the statute, and it was deemed imprudent to make any further advance of scrip under the Act of 1859, until the work was examined and the condition of the corporation better understood. An inquiry was instituted, a new State engineer appointed, and an investigation of the proceedings of the contractors and corporation was had. The facts disclosed in the examination induced the governor and council to withhold the issue of any more scrip, under the last mentioned law, and the legislature by chapter 156 of the Acts of 1862, passed April 28, assumed the duty of completing the road and tunnel.

The first section of the Act is as follows:—

"The governor, with the advice of the council, is hereby authorized and directed to appoint three able, impartial and skilful commissioners, to investigate the subject of finishing the Troy and Greenfield Railroad, and of tunneling the Hoosac Mountain, whose duty it shall be to report to the governor and council, what in their judgment, will be the most economical, practical and advantageous method of completing said road and tunnel; the estimated cost of fitting the same for use; the time within which the tunnel can be completed, and what contracts can be effected and with what parties for completing said tunnel and road and the probable cost of the same; the probable pecuniary value of the road and tunnel when completed; the sources and amount of traffic and income, and all other facts, in their opinion, useful to assist the governor and council in determining the best method of securing a continuous railroad communication between Troy and Greenfield."

By the second section the Troy and Greenfield Railroad Company was authorized to surrender to the State the property mortgaged.

By the third section the commissioners were authorized to audit and allow all just claims for labor, service, materials and land damages incurred between April 6, 1860 and July 12, 1861, in carrying on the work, and to procure the release and discharge of all attachments and liens upon said materials. $175,000 was appropriated to pay the claimants under the approval of the governor and council.

By the fourth section the commissioners were authorized to use or run that portion of the road east of the mountain or lease the same to the "Vermont and Massachusetts," the "Fitchburg," the "Troy and Boston Railway Company," or either of them, until the completion of the tunnel.

By the fifth section the commissioners were authorized to continue the work on the Hoosac Tunnel, and by contract or otherwise, to expedite its completion.

On the 18th of August 1862, is recorded on the records of the corporation the following votes:—

1. "The directors of the Troy and Greenfield Railroad Company hereby instruct the president to transfer to the Commonwealth of Massachusetts, under the several mortgages held by said Commonwealth, all the property of said corporation.

2. "Voted to call a meeting of the stockholders to see if they would ratify the above vote.

3. "Voted, That the treasurer be directed to make no further delivery of the stock or bonds to the contractors without the written order of all the finance committee."

At the commencement of the session of the legislature in January, 1863, his Excellency Governor Andrew, after stating the general provisions of the Act of April, 1862, and the appointment of the commissioners under it, "each of whom was carefully selected as being, in the words of the Act, at once 'able, impartial and skilful,'" and after alluding to the labors of the commissioners, and the reports of the distinguished engineers appointed to "assist them, closes his remarks upon the enterprise in the following words:—

"The report of the commissioners to the governor and council is not yet made, but it is understood to be in rapid preparation. I am unable, therefore, to communicate to the legislature at the beginning of its present session so fully as I have hoped on the subject of this important and interesting enterprise of establishing a new avenue for our trade with the West, piercing the Green Mountain range, and opening up to greater activity the economical resources of our Northern tier of towns. I trust that the conclusions and reasoning of the commissioners when published will settle conflicting opinions in the minds of the people, and, if favorable to the active pursuit of the enterprise, that its prosecution will enjoy an unanimous support. The work can be pursued, relieved from all factitious embarrassments, and contracts can be made by those in the sole interest of the Commonwealth, superintended by citizens of the highest experience and capacity."

In communicating the report of the commissioners to the legislature on the 12th of March, 1863, after analyzing and commenting upon its statements and reasonings, the governor concludes his address in these words: "I congratulate thee general court and the people upon the rescue of the Commonwealth, and especially of this great experimental enterprise, from a position inconsistent with economical, safe, or even possible success in piercing its mountain barrier.

"I earnestly and respectfully invite your most candid and thoughtful consideration, not only of the specific facts and figures which elucidate or express the details of information bearing most immediately upon the work contemplated, but I also venture to commend to your deliberate judgment the arguments and reasonings drawn from liberal and enlightened views of public policy and of public economy, which finally lift this subject above all merely local interests or antagonisms into the sphere of statesmanship. And having attentively watched the progress of the report of the commissioners, and the documents by which it is accompanied through the press, I am prepared to give my own assent to the opinion with the expression of which the commissioners conclude their discussion:—

"'By the time the tunnel can be completed, the public interest requiring it will have grown large enough to pay for the outlay. The impulse given to business by the new facility, would soon fill up the new line, and make up the temporary loss felt by any other.

"'Considering the large sum which the Commonwealth has already invested in this work, which must be sunk if it is not completed; the reasonable protection from loss which is offered by the other companies interested in the line; the more intimate relations it may promote between Massachusetts and the West; and the benefits which such a facility promises to the city and State, we are of opinion that the work should be undertaken by the Commonwealth, and completed as early as it can be with due regard to economy.'"

The surrender of the road by the directors to the Commonwealth, was followed by the following vote, passed January 7, 1863:—

Voted, That Mr. Stevenson, formerly State Engineer of the Troy and Greenfield Railroad, be requested to return an estimate of the payments and credits to which Haupt & Co. were entitled, under their contract, at the time of the suspension of the work, and that the amount allowed by such estimate be passed to the credit of H. Haupt & Co.; also, that the stock and bonds to which they are entitled be issued without further order, when legal impediments are removed.

Under the vote, Mr. Stevenson made the following report:—

Engineer's Office, Bunker Hill Bank Building,;} Charlestown, Mass., Feb. 10, 1863.}

D. N. Carpenter, Esq., President, pro tem., T. & G. R. R; Co.

Dear Sir:—By a vote passed on the 7th of January last, I am requested to return an estimate of the payments and credits to which H. Haupt & Co. were entitled under their contract at the time of the suspension of the work on the Troy and Greenfield Railroad.

The contract thus alluded to recites that "The compensation to be allowed to H. Haupt & Co. shall be as provided in the resolutions of the board of directors of the Troy and Greenfield Railroad Company, passed July 10, A. D. 1857, to wit:

"The whole of the State bonds that may be issued in aid of the Troy and Greenfield Railroad Company shall be exclusively appropriated to work done, or to be done, upon the tunnel, in compliance with the terms and conditions of the Act authorizing the loan of credit; and any State scrip that may,' at any time, be delivered to the treasurer of the company shall be promptly handed to the contractors.

"The payments for graduation, bridging, masonry, and superstructure of the road, exclusive of the tunnel, shall be two millions of dollars, with the addition of such sums as may be required for right of way, if this item shall be paid by the contractors. Of this amount, nine hundred thousand dollars shall be in the mortgage bonds of the company, and the balance shall be in cash, to as great an extent as cash subscription can be procured; the remainder in stock, at par.

"The bonds and stock of the Troy and Greenfield Railroad Company shall be issued to H. Haupt & Co. whenever required, but not to a greater extent than they would be entitled to receive for the work done, estimating' it by the proportion which it bears to the whole amount done and to be done."

This contract is so clear and precise in its terms that but one construction can be placed upon it, though it is evident that such terms were predicated upon a different state of affairs than existed at the time of suspension. By this contract, all State payments are to be exclusively appropriated to the work on the tunnel, while the stock and bonds are as exclusively devoted to the graduation, bridging, masonry, and superstructure of the railroad. The amount of compensation the contractors would thus be entitled to, is the issue of State scrip from July 10th, 1857, to the time of suspension, and the $2,000,000 of stock and bonds, less the amount required to finish the railroad. From this must be deducted such payments as may have been made from time to time, concerning which I have no data, but which your treasurer's books must show. Any sums that may have been paid by the contractors for right of way, are to be added to the amount due.

The cost of finishing the railroad must be estimated. For the road east of the tunnel, my estimate of the cost of finishing was, September 12, 1861, $102,394; to this we should add one-half mile of railroad and bridge over the Deerfield, $20,000. For the unfinished portion west of the tunnel, I have no data of my own; I have, therefore, taken for the purpose the estimate of D. L. Harris, which is the highest I can find—$40,000.

We thus have as the cash cost of completing the graduation, masonry, bridging, and superstructure of the road, $162,394, which is to be deducted from the $2,000,000 of stock and bonds, leaving the amount the contractors are entitled to, $1,857,606, less payments made, plus the amount of right of way, &c.

This is in exact accordance with the strict construction of the contract which I previously have remarked was predicted upon a different condition of affairs than existed at the time of suspension.

I deem it my duty in this connection respectfully to suggest whether, in view of the changes made in the issue of State scrip, which was paid upon the road as well as upon the tunnel, the contractors should not make proper reductions of the stock and bonds due them, taking into consideration as an offset to this such losses as they have been subjected to by the adverse action of the State authorities. This suggestion, however, is volunteered. My duty under the vote of the board is simply to decide what amount the contractors are entitled to receive under an exact and literal construction of the contract.

L. Stevenson, Civil Engineer.

Mr. Haupt was present at the meeting of the directors at which the vote of January 7 was passed, and the 30th day of May he addressed the following letter to the treasurer of the corporation:—

May 30, 1863.

W. T. Davis, Esq., Treasurer, &c. Dear Sir:—I find the statement of payments on road in Senate Document, No. 82, 1863, page 17 communication of J. W. Brooks to governor, viz:—

Oct. 8, 1860, $64,090 00

Dec. 12, 1860, 112,190 00

Jan. 5, 1861, 30,355 00

Feb. 18, 1861, 23,270 00

March 7, 1861, 19,890 00

April 14, 1861, 19,175 00

May 7, 1861, 65,555 00

June 26, 1861, 34,645 00

July 9, 1861, 90,064 00

$455,234 00

Omitting for the present any consideration of offsets, and deducting this whole amount for a temporary settlement, the items to be filled up will be as follows:—

Whole amount of credit on road per Stevenson's estimate, . . . . . $1,800,000 00

Deduct stock already issued as per certificates delivered, number, . . . . .

Shares, . . . . .

Bonds delivered, number, . . . . .

Dates of delivery, . . . . .

Total bonds and stock delivered, . . . . .

Balance stock to be delivered, . . . . .

In addition to this, H. Haupt & Co. have credits on the books of the company for cash payments made on company accounts as follows:—

* * * * * * * * * * *

Amounting to say, . . . . . $90,000 00

Yours, &c., Haupt.

Stock to be delivered hereafter instead of bonds. You can with these dates make out this statement in an hour, please do so and send to me at Washington.

Some people in Massachusetts will find out that I am not quite dead yet, they may feel me kicking before long. Help Field all you can to get releases on payment of the 85 per cent. I will not forget you.

Haupt.

Previous to the receipt of Mr. Haupt's letter to the treasurer, but subsequent to the message of the governor, from the foregoing, extracts have been made, to wit: On the first day of April, 1863, the following preamble and resolutions were passed by the directors.

"On motion of Mr. Brigham, seconded by Mr. Cheever, the following resolutions were adopted:—

"Whereas, The stockholders of this company at their annual meeting held September 2, 1862, unanimously acquiesced in the action which the legislature had taken in regard to the affairs of this company, and voted to surrender the property of the corporation to the Commonwealth in the expectation that the railroad and tunnel should be completed in conformity with the avowed intention of the legislature. It is

"Resolved, That this board of directors see no reason to regret the step which this corporation has taken, but in the kindly interest shown by His Excellency the governor in this enterprise, and in the able report of the commissioners appointed to examine the subject, they perceive every indication that the great work will be prosecuted with vigor and arrive at an early completion.

"Resolved, That having released the property to the Commonwealth, we recognize the State as having entire and complete control over the same; our only claim being that the State shall carry out in good faith the recommendations of the commissioners as contained in their report, and in the address of the chief magistrate of the Commonwealth.

"Resolved, That the clerk be requested to furnish copies of the above vote to the friends of the road in the Senate and House of Representatives, to be used if necessary to show the views of the directors."

On the 29th day of April, 1863, the legislature, passed an Act entitled "an Act in addition to an Act, providing for the more speedy completion of the Troy and Greenfield Railroad, and Hoosac Tunnel," which is chapter 214 of the Acts of 1863. By the provisions of this Act, the commissioners appointed under chapter 156 of the previous year, were authorized, subject to the advice and approval of the governor and council, to construct, complete and equip the Troy and Greenfield Railroad and Hoosac Tunnel, and to make such alterations in the line of the road as may be deemed necessary to render it suitable and proper for part of a through line from Troy to Boston. Also such alterations in the location and dimensions of said tunnel as will render it suitable and proper for use, in accordance with the spirit and intent of the 224th chapter of the Acts of 1854.

By the legislation of 1862 and 1863, and the vote of the directors and of the corporation in the same years, the corporation surrendered to the State the road and tunnel, and the State took possession of the same with the express understanding on both sides, that they would proceed in the construction and completion of both works. The enterprise having fallen into the hands of the State, and the work having been assumed by the State government, no further vote of importance appears upon the records of the directors. Their last meeting was held August 30, 1865, when Alvah Crocker was chosen President, and Wendell T. Davis, Clerk and Treasurer.

[B.]

Principal Acts of the Legislature relating to the Hoosac Tunnel and Troy and Greenfield Railroad.

[1848—Chapter 307.]

An Act to incorporate the Troy and Greenfield Railroad Company.

Be it enacted, &c.

Sect. 1. George Grennell, Roger H. Leavitt, Samuel H. Reed, their associates and successors, are hereby made a corporation, by the name of the Troy and Greenfield Railroad Company, with all the powers and privileges, and subject to all the duties, liabilities, and restrictions set forth in the forty-fourth chapter of the Revised Statutes, and in that part of the thirty-ninth chapter thereof relating to railroad corporations, and in all other general laws which have been, or shall be hereafter passed, relative to railroad corporations.

Sect. 2. Said company are hereby authorized to locate, construct, and maintain a railroad, with one or more tracks, from some convenient point on the Vermont and Massachusetts Railroad, at or near the termination of said railroad in Greenfield, through any or all of the following towns, viz.:—Greenfield, Deerfield, Conway, Shelburne, Buckland, Coleraine, Charlemont, Hawley, Rowe, and Monroe, in the county of Franklin, and Savoy, Florida, Adams, Clarksburg, and Williamstown, in the county of Berkshire, to some point on the line of the state of New York or of Vermont, convenient to meet, or connect with, any railroad that may be constructed from any point at or near the city of Troy, on the Hudson river, in the state of New York.

Sect. 3. The said company may, with their railroad, unite with, and enter upon, the Vermont and Massachusetts Railroad, at or near the termination thereof, as aforesaid, and may likewise enter upon, cross, and use, the railroad of the Connecticut River Railroad Company, in and near the town of Greenfield, (not, however, interfering with the depot buildings of either of said companies,) on such terms as may be agreed upon between the corporation hereby created and the aforesaid companies respectively, or as may be prescribed by law.

Sect. 4. The capital stock of the said company shall consist of not more than thirty-five thousand shares, the number of which shall, from time to time, be determined by the directors thereof; and no assessment shall be laid of a greater amount thereon, in the whole, than one hundred dollars on each share. And the said company may purchase and hold such real and personal estate, as may be necessary for the purposes of their incorporation.

Sect. 5. If the location of said road shall not be filed within two years, in the manner prescribed by law, or if the said railroad shall not be constructed within seven years from the passage of this act, then the same shall be void.

Sect. 6. The legislature may authorize any railroad company to enter, with their railroad, upon the Troy and Greenfield Railroad, on such terms as may be agreed upon by said companies, or as may be prescribed by the provisions of law.

Sect. 7. The legislature may, after the expiration of five years from the time when such railroad shall be opened for use, from time to time, alter and reduce the rate of toll, or profits, upon said road; but said toll shall not be so reduced, without the consent of said company, as to produce, with said profits, less than ten per cent. per annum, upon the investments of the said company.

Sect. 8. The said corporation may contract with the owners of any contiguous railroad leading into or from either of the states of Vermont or New York, for the use of the whole or any part thereof, or for the running and operating the two railroads conjointly, or for the leasing of such contiguous road, or for the letting or hiring of their own road to the owners of such contiguous road, or of any other road which composes a part of the railroad line between the cities of Boston and Troy, of which the railroad hereby authorized shall be a part.

Sect. 9. The Troy and Greenfield Railroad Company shall, within one year after the opening of their road for use, purchase and take an assignment of the lease and contract of transportation, made and executed between the Western Railroad Corporation and the Pittsfield and North Adams Railroad Corporation, on the thirteenth day of January, in the year one thousand eight hundred and forty-six; and shall have all the advantages, and assume all the liabilities, accruing under and by virtue of said lease: provided, that the said Western. Railroad Corporation shall perform their covenants in said lease, to keep said road, and other property therewith connected, in repair, until such assignment; and shall, within six months after the said Troy and Greenfield Railroad Company shall have filed the location of their road, according to law, and shall have raised, by subscription, one million of dollars, for the construction of the same, signify, in writing, their election to make such assignment: and provided, that, at the time of such assignment, there shall be secured to said Western Railroad Corporation, by a proper instrument, a lien or mortgage upon all their rights in said Pittsfield and North Adams Railroad, as collateral security for the performance of all the obligations of said corporation, contained in said lease and contract of transportation: and, provided also, that, after the completion of the said Troy and Greenfield Railroad, the said Western Railroad Corporation shall assign and convey, to the said Troy and Greenfield Railroad Company, the said contract of transportation, according to the terms of this section, if the said Troy and Greenfield Railroad Company shall so elect.

Sect. 10. This act shall take effect from and after its passage. [May 10, 1848.

[1852.—Chapter 291.]

An Act concerning the Troy and Greenfield Railroad Company.

Be it enacted, &c.

Sect. 1. The Troy and Greenfield Railroad Company and the Southern Vermont Railroad Company, a corporation established by the laws of Vermont, are hereby authorized by a vote of the stockholders now, or to be, passed, to unite themselves in one corporation; and such vote having been passed, they shall thereupon become one corporation, and all the franchises, property, powers, and privileges now enjoyed by, and all the restrictions, liabilities, and obligations imposed upon, said two corporations, by virtue of their respective charters, shall appertain to said united corporation in the same manner as if the same had been contained in or acquired under an original charter. Such corporation, so formed by such union, shall be called by the name of the Troy and Greenfield Railroad Company.

Sect. 2. If the Troy and Greenfield Railroad Company shall unite with said Southern Vermont Railroad Company, then, and in that case, one or more of the directors of such corporation, formed by such union, shall be an inhabitant of this Commonwealth, on whom processes against such corporation may be legally served, and said company shall be held answerable to answer in the jurisdiction where the service is made and the process returnable.

Sect. 3. The said company and the stockholders therein, so far as they are situate in Massachusetts, shall be subject to all the duties and liabilities of railroad corporations in Massachusetts, and to the general laws of this Commonwealth in relation to railroad corporations. [Approved by the Governor, May 20, 1852.

[1854.—Chapter 226.]

An Act authorizing a Loan of the State Credit to enable the Troy and Greenfield Railroad Company to construct the Hoosac Tunnel.

Be it enacted, &c.

Sect. 1. The treasurer of the Commonwealth is hereby authorized and instructed to issue scrip, or certificates of debt, in the name and in behalf of the Commonwealth, and under his signature and the seal of the Commonwealth, for the sum of two millions of dollars, which may be expressed in the currency of Great Britain, and may be payable to the bearer thereof in London, and bearing an interest of five per cent. per annum, payable semi-annually in London, on the first days of April and October; or the said scrip may be issued in federal currency, payable in Boston, as the directors of the Troy and Greenfield Railroad Company shall elect when they apply for each and every issue of said scrip, with warrants for the interest attached thereto, signed by the treasurer; which scrip or certificates, in the currency of Great Britain, shall be redeemable in London, and those in the federal currency, at Boston, at the end of thirty years from the date thereof, and the same shall bear date on the first day of April or October which shall precede the issue of each portion of said scrip; and all such scrip shall be countersigned by the governor of the Commonwealth, and be deemed a pledge of the faith and credit of the Commonwealth, for the redemption thereof; and the treasurer of the Commonwealth, under the conditions hereinafter provided, shall deliver the same to the treasurer of the Troy and Greenfield Railroad Company for the purpose of enabling the said company to construct a tunnel and railroad under and through the Hoosac Mountain, in some place between the "Great Bend" in Deerfield River, in the town of Florida, at the base of Hoosac Mountain on the east, and the base of the western side of the mountain, near the east end of the village of North Adams, on the west.

Sect. 2. Whenever it shall be made to appear to the satisfaction of the governor and council, that the Troy and Greenfield Railroad Company shall have obtained subscriptions to their corporate stock, in the sum of six hundred thousand dollars, and twenty per cent. on each and every share of said six hundred thousand dollars shall have been actually paid in, and shall have completed seven miles of their said railroad, in one or two sections, and one thousand lineal feet of their said tunnel under the Hoosac, in one or more sections, of size sufficient for one or more railroad tracks, a portion of said scrip, to the amount of one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed, in one or two sections, ten miles of their said railroad, and two thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, to the amount of one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed fifteen miles of their said railroad, in one or two sections, and three thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed twenty miles of their said railroad, in one or two sections, and four thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed twenty-five miles of their said railroad, in one or two sections, and five thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed thirty miles of their said railroad, in one or two sections, and six thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have completed thirty-two miles of their said railroad, in one or two sections, including all their line to be constructed east of the town of Florida, and seven thousand lineal feet of their said tunnel, in one or more sections, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; and for each additional portion or portions of said tunnel, of fifteen hundred lineal feet, in one or more directions, completed by said company, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered to the treasurer of said company; subject, however, to this proviso, that the last two hundred thousand dollars of said scrip shall be reserved until said company, their successors or their representatives, have opened said railroad for use through the Hoosac, and laid a continuous railroad from Greenfield to the line of the state in Williamstown, when the same shall be delivered: provided, that prior to the second delivery of scrip to the treasurer of the Troy and Greenfield Railroad corporation, according to the provisions of this section, evidence shall be furnished, satisfactory to the governor and council, that a sum, equal to thirty per cent. of the amount of the scrip then applied for, shall have been actually paid to the treasurer of said corporation; in cash, by the stockholders thereof, in addition to the hundred and twenty thousand dollars to be paid prior to the delivery of any scrip. And that on each application for scrip, in pursuance of the provisions of this section, and prior to the delivery thereof, satisfactory evidence shall be furnished to the governor and council, that a sum, equal to thirty per cent. of the amount of scrip then applied for, has been actually paid to the treasurer of said corporation, until six hundred thousand dollars subscribed for have been paid by the stockholders. And no scrip shall be delivered till satisfactory evidence of such payment is, from time to time, furnished to the governor and council.

Sect. 3. Whenever the treasurer of said company shall receive any of said scrip, he shall, within three months from the receipt of the same, pay to the commissioners of the sinking fund, by this act hereafter established, ten per cent. on the amount of scrip so taken, as a sinking fund; after the whole of said road is open for us, twenty-five thousand dollars annually, shall be set apart from the income of said road and paid to said commissioners, and the whole thereof shall be added to said sinking fund, and shall be managed, invested and appropriated, as is, or shall be provided by law, in relation thereto.

Sect. 4. The treasurer of the Commonwealth, the auditor of accounts of the Commonwealth, and the treasurer of the Troy and Greenfield Railroad Company for the time being, shall be the commissioners of the sinking fund of the Troy and Greenfield Railroad Company. The said commissioners shall have the care and management of all the moneys, funds and securities at any time belonging to said sinking fund, and shall invest the same; but the moneys not invested, and all the securities of said fund, shall be in the custody of the treasurer of said Commonwealth.

Sect. 5. This act shall not take effect until said company, at an annual meeting, or at a special meeting duly notified for that purpose, shall have assented to the provisions thereof, and shall have executed to the Commonwealth a bond, in such form as the attorney-general prescribed on the issuing of scrip to the Western Railroad Corporation, conditioned, that the Troy and Greenfield Railroad Company shall comply with the provisions of this act, and shall faithfully expend the proceeds of said scrip as herein provided, and shall indemnify and save harmless, the Commonwealth, from all loss or inconvenience on account of said scrip, and that said company shall well and truly pay the principal sum of said scrip, punctually when the same shall become due and payable, or such part thereof as the sinking fund aforesaid shall be insufficient to pay, and the interest thereon semi-annually, as the same shall fall due, and shall also assign to the Commonwealth, by suitable instrument or instruments, of the same form with that or those prepared by the attorney-general on the issuing of scrip to the Western Railroad Corporation, the entire railroad, with its income, and all the franchise and property to them belonging, the whole thereof to be held by the Commonwealth as a pledge or mortgage to secure the performance of all the conditions of said bond: provided, however, that the Commonwealth shall not take possession of said pledged or mortgaged property, or any part thereof, under or by virtue of said mortgage, unless for some substantial breach of some condition of said bond.

Sect. 6. In addition to the security provided in the preceding section, the said company shall assign all the interest they now have, or may hereafter obtained, in the Southern Vermont Railroad Company.

Sect. 7. The Troy and Greenfield Railroad Company are authorized, and at any time prior to the execution of said mortgage, and within one year from the passage of this act, to alter the present location of their road: provided, that the tunnel shall be located and constructed within the limits prescribed by the first section of this act.

Sect. 8. The time for completing the Troy and Greenfield Railroad is hereby extended, for the additional term of six years.

Sect. 9. When the Commonwealth shall have advanced to said company, said bond or scrip to the amount of five hundred thousand dollars, the legislature may elect two directors of said company, who shall hold office for the same time, be elected in the same manner, and receive compensation to the same amount as the state directors of the Western Railroad Corporation, but neither of them, while holding such office, shall serve as a director of any other railroad company. [Approved by the Governor, April 5, 1854.

[1855.—Chapter 394.]

An Act to authorize certain towns in the Counties of Franklin and Berkshire to subscribe to the Capital Stock of the Troy and Greenfield Railroad Company.

Be it enacted, &c.

Sect. 1. That each of the several towns of Ashfield, Buckland, Conway, Coleraine, Charlemont, Deerfield, Greenfield, Hawley, Heath, Monroe, Rowe, and Shelburne, in the county of Franklin, and each of the several towns of Adams, Florida and Williamstown, in the county of Berkshire, be, and hereby is, authorized to subscribe for and hold shares in the capital stock of the Troy and Greenfield Railroad Company, to any amount of money not exceeding three per centum on the amount of its last valuation: provided, the inhabitants of such town or towns, at a legal town meeting duly called for that purpose, shall vote by a two-thirds vote to subscribe for such shares in accordance with the terms of this act, to pay for the same out of the town treasury, and to hold the same as town property, subject to the disposition of the town, for public purposes, in like manner as any other property which it may possess.

Sect. 2. Said towns are hereby authorized to raise, by loans or taxes, any sums of money which shall be required to pay the instalments on their respective subscription to said stock and interest thereon.

Sect. 3. This act shall take effect from and after its passage. [Approved by the Governor, May 18, 1855.

[1859.—Chapter 117.]

An Act in addition to, an Act authorizing a loan of the State Credit, to enable the Troy and Greenfield Railroad Company to construct the Hoosac Tunnel.

Be it enacted, &c., as follows:

SECT 1. The terms of the act authorizing a loan of the state credit to enable the Troy and Greenfield Railroad Company to construct the Hoosac Tunnel, are hereby modified as follows, viz.:

Whenever it shall be made to appear to the satisfaction of the governor and council, that the Troy and Greenfield Railroad Company shall have actually obtained unconditional subscriptions to their corporate stock in the sum of six hundred thousand dollars, and twenty per cent. on each and every share of said six hundred thousand dollars shall have been actually paid in, and shall have completed seven miles of their road, in one or two sections, and one thousand lineal feet of their said tunnel under the Hoosac Mountain, in one or more sections, of size sufficient for one or more railroad tracks, a portion of said scrip, to the amount of one hundred thousand dollars, shall be delivered to the treasurer of said company; and whenever said company shall have, excavated, in addition to the amount of tunnel above provided for, one thousand lineal feet, in one or more sections, of heading or gallery of fourteen feet width at the bottom, and six feet in height in the middle, and of suitable proportion and form, or (if excavated by machinery) circular, and with a diameter of not less than eight feet, another portion of said scrip, amounting to fifty thousand dollars, shall be delivered to the treasurer of said company; and when said company shall have excavated two thousand feet of their said tunnel, of the size above specified, another portion of said scrip, amounting to thirty thousand dollars, shall be delivered as aforesaid; and whenever said company in addition to said two thousand feet, shall have excavated one thousand lineal feet of heading, in one or more sections, and of the size above specified, and shall have graded three miles of road, commencing on the bank of Green River, at the present location of the crossing of said stream, or north thereof, and extending towards Shelburne Falls, on the same side of Green River and Deerfield River as the present location, said three miles being all situated within four miles of the point of commencement, another portion of said scrip, amounting to eighty thousand dollars, shall be delivered as aforesaid; and whenever in addition to the grading of said three miles as above, said company shall have excavated three thousand lineal feet of tunnel as above specified, another portion of said scrip, to the amount of twenty thousand dollars, shall be delivered as aforesaid; and whenever said company, in addition to the three thousand feet above specified, shall have excavated, in one or more sections, one thousand lineal feet of heading, as above specified, and shall have graded six miles of road in location and otherwise as aforesaid, said six miles of road being all situate within seven miles of the point of commencement at Green River, another portion of said scrip, amounting to eighty thousand dollars, shall be delivered as aforesaid; and when said company, in addition to the grading of six miles of road above specified, shall have excavated four thousand feet of tunnel as above, another portion of said scrip, amounting to twenty thousand dollars, shall be delivered as aforesaid; and whenever said company, in addition to the above, shall have excavated, in one or more sections, one thousand lineal feet of heading as aforesaid, and shall have graded nine miles of road, in location and otherwise as aforesaid, between Greenfield and Shelburne Falls, another portion of said scrip, to the amount of eighty thousand dollars, shall be delivered as aforesaid; and whenever said company, in addition to the above nine miles of graded road, shall have excavated five thousand feet of tunnel as aforesaid, another portion of said scrip, amounting to twenty thousand dollars, shall be delivered as aforesaid; and whenever said company shall have excavated, in one or more sections, one thousand lineal feet of heading as aforesaid, in addition to the five thousand feet of tunnel above specified, and shall have graded the road between Greenfield and Shelburne Falls, crossing the Green River upon the present location, or at a point north thereof, another portion of said scrip, amounting to eighty thousand dollars, shall be delivered as aforesaid; and whenever said company, in addition to the grading of the road between Greenfield and Shelburne Falls as aforesaid, shall have excavated six thousand feet of tunnel as aforesaid, another portion of said scrip, amounting to twenty thousand dollars, shall be delivered as aforesaid; and whenever in addition to the grading and tunnel above specified, the said company shall have excavated as aforesaid, one thousand lineal feet of heading, another portion of said scrip, to the amount of thirty thousand dollars, shall be delivered as aforesaid; and whenever in addition to the grading above specified, the said company shall have excavated seven thousand feet of tunnel as aforesaid, another portion of said scrip, to the amount of twenty thousand dollars, shall be delivered as aforesaid; and for each additional thousand feet of heading that shall be excavated of dimensions as aforesaid, another portion of said scrip, amounting to thirty thousand dollars, shall be delivered as aforesaid; and for each additional one thousand feet of tunnel that shall be excavated of dimensions as aforesaid, another portion of said scrip, amounting to twenty thousand dollars, shall be delivered as aforesaid; and whenever said company shall have completed the graduation and superstructure of the road between Greenfield and Shelburne Falls, on the route herein before specified, and shall have put the same in running order, another portion of said scrip, to the amount of forty thousand dollars, shall be delivered as aforesaid; and whenever said company, in addition to the road between Greenfield and Shelburne Falls above specified, shall have completed the graduation and superstructure of two continuous miles of road, commencing at the western termination of the above road, another portion of said scrip, amounting to eighty thousand dollars, shall be delivered as aforesaid; and for the graduation and superstructure of each additional mile of road, graded and laid continuously through either of the towns of Buckland, Charlemont, Rowe or Florida, another portion of said scrip, amounting to twenty thousand dollars, shall be delivered as aforesaid: provided, that when the rails shall have been laid and the road put in running order, between Greenfield and the east end of the Hoosac Tunnel, excepting that portion of the road which is to be made from the material to be furnished by the tunnel itself, another portion of said scrip, amounting to one hundred thousand dollars, shall be delivered as aforesaid: and provided, also, that whenever the aggregate amount of scrip that shall have been delivered to the treasurer of said company shall have reached the sum of one million seven hundred thousand dollars, no further delivery of scrip shall be made until the whole of the tunnel through the Hoosac Mountain shall have been completed, of size not less than fourteen feet in width and eighteen feet in height from the bottom to the top of the excavation, and until the facades of the said tunnel and such portions as may require arching shall be finished with good substantial stone or brick masonry, and until the rails shall have been laid over the whole length of the road, including the tunnel, and the same constructed in such manner, and the necessary connections with other roads 80 finished, as will permit the convenient use of the same in the transportation of passengers and freight between the cities of Boston and Troy; but when such connections shall have been made, the tunnel fully completed and the road constructed as herein before provided, the balance of said scrip, amounting to three hundred thousand dollars, shall be delivered as aforesaid: and provided, also, that until the rails shall have been laid and the road put in running order between Greenfield and Shelburne Falls, the aggregate payments under this act shall not exceed one million of dollars: and provided, also, that prior to the second delivery of scrip to the treasurer of the Troy and Greenfield Railroad Corporation, according to the provisions of this section, evidence shall be furnished, satisfactory to the governor and council, that a sum equal to thirty per cent. of the amount of the scrip then applied for, shall have been actually paid to the treasurer of said corporation, (in cash,) by the stockholders thereof, in addition to the one hundred and twenty thousand dollars to be paid prior to the delivery of any scrip, and that on each application for scrip, in pursuance of the provisions of this section, and prior to the delivery thereof, satisfactory evidence shall be furnished to the governor and council that a sum equal to thirty per cent. of the amount of scrip then' applied for, has been actually paid to the treasurer of said corporation, until the six hundred thousand dollars subscribed for shall have been paid by the stockholders; and no scrip shall be delivered until satisfactory evidence of such payment is, from time to time, furnished to the governor and council; and provided, also, no scrip shall be delivered to the treasurer of said corporation until satisfactory evidence shall be furnished to the governor and council, that said corporation have expended in a reasonable manner, in excavating and completing said tunnel, and in grading, constructing and completing the line of road, a sum at least equal to the amount of all the preceding issues of scrip.

Sect. 2. The preceding section of this act shall not be so constructed as necessarily to delay the opening of the road between Greenfield and Shelburne Falls, until after the completion of six thousand feet of tunnel; but whenever any portion of not less than three miles of said road shall have been graded between Greenfield and Shelburne Falls, as herein before provided, a portion of scrip, amounting to fifty thousand dollars, shall be delivered to the treasurer of the said company; and in case such payments shall have been previously made upon the road, the payments upon the completion of the third, fourth, fifth and sixth thousand feet of tunnel shall be reduced to thirty thousand dollars for each thousand feet of heading, and twenty thousand dollars for each thousand feet of tunnel of the required dimensions; but no portion of said scrip shall be delivered for any portion of said heading or tunnel, until the corresponding portion of the road shall have been graded as is herein before provided.

Sect. 3. Whenever the treasurer of said company shall receive any of said scrip, he shall offer the scrip, 80 received, to the treasurer of the Commonwealth for sale; and if the treasurer of the Commonwealth shall so require, being thereunto authorized by law, the treasurer of said company shall sell and dispose of the same to the treasurer of the Commonwealth, at the fair market value thereof, to be determined by the governor and council. If the treasurer of the Commonwealth shall decide to buy as aforesaid, then the treasurer of the company shall forthwith pay, to the commissioners of the sinking fund, ten per cent. on the amount of the scrip so taken, as a sinking fund. If the treasurer of the Commonwealth shall decide not to buy, as aforesaid, then the treasurer of the company, within three months after the receipt of any of said scrip, shall pay to the commissioners of the sinking fund, ten per cent. on the amount of the scrip so received, as a sinking fund. After the whole of said road is open for use, twenty-five thousand dollars annually, shall be set apart from the income of said road, and paid to said commissioners; and the whole thereof shall be added to said sinking fund, and shall be managed; invested and appropriated, as is or shall be provided by law in relation thereto.

Sect. 4. The preceding sections shall be in lieu of and be substituted for sections two and three of chapter two hundred and twenty-six of the acts of the year one thousand eight hundred and fifty-four, and the second section of said act is hereby repealed.

Sect. 5. The time for completing the Troy and Greenfield Railroad and Hoosac Tunnel, is hereby extended until December thirty-first, in the year one thousand eight hundred and sixty-five.

Sect. 6. Subscriptions, the instalments upon which are payable in cash, or in the scrip of the towns authorized to subscribe to the stock of the Troy and Greenfield Railroad Company, under the provisions of chapter three hundred and ninety-four of the acts of the year one thousand eight hundred and fifty-five, shall be considered as unconditional subscriptions, in compliance with the requirements of this act; and payment in the bonds of said towns shall be considered as cash.

Sect. 7. This act shall take effect, whenever said company shall file, in the office of the secretary of state, a certified copy of any vote or votes accepting the same, which may be passed at any regular meeting of the stockholders of said company, or at any meeting specially called for that purpose.

Approved March 26, 1859.

[1860.—Chapter 202.]

An Act in addition to an Act authorizing a loan of the State Credit to enable the Troy and Greenfield Railroad Company to construct the Hoosac Tunnel.

Be it enacted, &c., as follows:

Sect. 1. The Troy and Greenfield Railroad Company shall forthwith make and file in the proper offices a location of their entire road and tunnel, which location shall be made on that side or sides of the Deerfield River which will afford the most direct and eligible route between the village of Shelburne Falls and a suitable terminus in the town of Deerfield or Greenfield, to be determined by the state engineer appointed as hereinafter provided.

The grades of any part of the road hereafter to be constructed shall not exceed forty feet to the mile ascending eastward, and fifty feet to the mile ascending westward; and the limits of grade and curvature of said road, included within said location; and not graded, shall be such that the maximum resistance to the passage of trains, in either direction, shall not exceed the maximum resistance in the same direction on the Fitchburg and Vermont and Massachusetts Railroads; and before any location made by the chief engineer of the Troy and Greenfield Railroad Company shall be filed, a copy of the alignment and a table of grades, verified by the oath of said engineer, shall be submitted to a state engineer appointed as hereinafter provided, who shall certify that the limits of grade and curvature herein before prescribed have not been exceeded, and the said table of grades so certified shall be filed with the location.

Sect. 2. No further deliveries of scrip shall be made to said company upon the conditions authorized in former acts, but the undelivered portions of the loan of two millions of dollars authorized by chapter two hundred and twenty-six of the acts of eighteen hundred and fifty-four, amounting to one million seven hundred and seventy thousand dollars, shall be divided and apportioned between the railroad and tunnel, and for the construction of each, respectively; six hundred and fifty thousand dollars for the completion of the unfinished portion of railroad extending from the eastern terminus of said road near Greenfield to within half a mile of the eastern-end of Hoosac Tunnel, and one million one hundred and twenty thousand dollars for the completion of the tunnel, which shall be delivered upon the conditions and in the manner hereinafter declared, subject however to the provisions of the third section of chapter one hundred and seventeen of the acts of eighteen hundred and fifty-nine.

No delivery of any portion of said scrip shall be made until said company shall, at a special meeting duly authorized for the purpose, have assented to the provisions of this act, nor until said company shall have duly made and located their line of road as aforesaid, and shall have executed to the Commonwealth such further bond and mortgage, or other assurances of title on their franchise, railroad, or other property, as the attorney-general shall prescribe, for the further security of the Commonwealth; and said bond and mortgage, and other assurances, and all bonds, mortgages, or other assurances heretofore made to the Commonwealth by said company, shall have priority to and be preferred before any and all attachments or levies on execution heretofore or hereafter made.

Sect. 3. The governor and council shall annually appoint a state engineer for the purpose of examining and determining monthly the amount and value of the work done, and materials delivered on the railroad and tunnel of the Troy and Greenfield Railroad Company, who shall receive an annual salary of one thousand dollars, payable quarterly. The state engineer shall forthwith fix permanent marks in each end of the Hoosac Tunnel, marking the progress of the work up to February twenty-fourth, eighteen hundred and sixty, from which to determine the progress subsequently made. He shall also determine by suitable notes, marks, or observations, the amount and value of all grading, bridging, masonry, or other work done, or iron, or other materials delivered on the road east of the Hoosac Tunnel prior to December twenty-second, eighteen hundred and fifty-nine, and fix data from which to determine the value of any work, or materials delivered subsequent to the date last named. He shall monthly, immediately after the first day of each month, estimate the proportion which the work done upon the road, since the preceding estimate, bears to the whole of the work required to be done in the graduation, masonry, bridging, and superstructure of said railroad east of the Hoosac Tunnel, and also the work done in the excavation of said tunnel, which he shall certify separately to the governor, together with the amount of state scrip to which the company is entitled under the provisions of this act. Such monthly estimates shall be based upon a width of road-bed at grade of fifteen feet, on embankments, seventeen and a half feet in side-cuts, and twenty feet in thorough-cuts; in the heading of the tunnel, upon dimensions fourteen feet wide and six feet high in the middle, and in the finished excavation of the tunnel of fourteen feet wide and eighteen feet high in the middle.

The deliveries of scrip shall be at the rate of fifty dollars for each lineal foot of tunnel, divided between heading and full sized tunnel, in the proportion' of thirty dollars for each lineal foot of heading and twenty dollars per lineal foot for the remaining excavation; and of six hundred and fifty thousand dollars for the whole of the graduation, masonry, bridging and superstructure of the unfinished portion of the road east of the tunnel.

The scrip shall be delivered on the road in the proportion which the value of the work done and the materials delivered each month bears to the estimated cost of the whole work and materials required on the portion of road aforesaid.

No expenditures shall be required merely for the purposes of ornament, but the work shall be substantially performed, and the rails shall weigh not less than fifty-six pounds to the lineal yard; for any defective materials or work, a proportionate amount of scrip shall be withheld.

The governor and council shall have a general supervision of the work, and for that purpose shall visit and inspect the same at least once in each year, and as much oftener as they may deem expedient; and they shall have power to correct abuses, remedy defects, and enforce requirements, by withholding scrip or imposing new requirements in such manner as the interest of the Commonwealth shall in their judgment require.

If the governor, upon the receipt of the monthly estimates and certificates of the state engineer, shall approve thereof, he shall transmit the same and his approval thereon to the state treasurer, and the state treasurer shall thereupon deliver the amount of scrip so certified for, to the treasurer of the Troy and Greenfield Railroad Company, or to his order, subject to the provisions hereafter mentioned. If he shall not approve thereof he shall submit the same to the council, and their approval transmitted to the state treasurer as aforesaid shall authorize such delivery.

Sect. 4. The company shall at least thirty days before any interest on any state scrip delivered to said company becomes payable, transmit the amount thereof, with costs of exchange, to the treasurer of the state, and he shall in all cases and at the charge of said company, pay at maturity all interest and costs of exchange which become payable on said scrip where the same is payable; and if said interest and exchange and all interest and costs thereon, or any payments required to be made into the sinking fund, or interest thereon, or any part thereof, remain unpaid when said company becomes entitled to the next delivery of state scrip, then the state treasurer shall deduct the amount so remaining unpaid, with all costs and interest thereon, from the amount of scrip then deliverable.

Sect. 5. The Troy and Greenfield Railroad Company may construct their railroad across the public highways at grade, in cases where the county commissioners of the county do not determine such manner of crossing to be detrimental to the public safety and convenience; but whenever they do so determine, said company shall construct the same in such manner as the county commissioners direct.

Sect. 6. The legislature shall immediately after the passage of this act, elect two directors of the Troy and Greenfield Railroad Company, to hold their office for one year, or until others are elected by the legislature; and any city, town or corporation that may subscribe not less than one hundred thousand dollars, shall have the right to elect annually one director; and any city that may subscribe not less than five hundred thousand dollars, shall have the right to elect annually by their council two directors in said company, which election may be held at any time after such subscription is made.

Sect. 7. The capital stock of the Troy and Greenfield Railroad Company shall consist of twenty-five thousand shares of the par value of one hundred dollars each, in which shall be included all shares heretofore issued or subscribed for, conditionally or unconditionally, or payable in work, an accurate account of which shall be made by the company, and recorded in the records of the directors. And the residue of said shares, and all shares which may revert to said company, shall be hereafter issued only at par value, and for cash, or town or city scrip, or for the bonds of the company.