ARTICLES OF INCORPORATION

OF

YOSEMITE VALLEY RAILWAY COMPANY



ZZZZZZZZZZZZWe, the undersigned, for the purpose of forming a corporation under the laws of the State of California, do hereby state and certify:

ZZZZZZZZZZZZ FIRST: That the name of said corporation shall be

YOSEMITE VALLEY RAILWAY COMPANY

ZZZZZZZZZZZZSECOND: That the purposes for which this corporation is formed are:

ZZZZZZZZZZZZTo engage in and conduct the business of transportation of passengers, freight, express and mails, and to charge and receive compensation for such transportation; to construct, build, own, hold, control, use, maintain and operate railroads, including steam, electric, interurban, street, and all other kinds of railroads; to purchase, lease from others or otherwise acquire, the rights, privileges, franchises and other property of other railroad corporations and railroads, including steam, electric, interurban, street and all other kinds of railroads, and to own, hold, control use, maintain and operate the said rights, privileges, franchises and other property; to construct, build, purchase, lease from others or otherwise acquire, own, hold, control, use, maintain and operate all such extensions, branches, tracks, spur tracks, industrial tracks, side tracks and other tracks, turnouts, sidings, switches, roadbeds, roadways, bridges, culverts, embankments, tunnels, subways, terminals, yards, depots, stations, freight houses, warehouses, engine houses, car houses, power houses, transformer houses, shops, poles, pole lines and all other structures and buildings necessary, proper or convenient fot the use, accommodation, maintenance, or operation of said railroads; to purchase, lease from others, condemn or otherwise acquire, own, hold, control, use and maintain all such real property, including rights of way, easements, privileges and franchises, as may be necessary, proper or convenient for the use, accommodation, construction, maintenance or operation of the said railroads; to purchase, lease from others or otherwise acquire, construct, build, manufacture, own, hold, control, use, maintain, and operate all such rolling stock, cars, motors, engines, machinery, dynamos, rails, poles, cables, wires, apparatus, appliances, tools, implements and other personal property, as may be necessary, proper or convenient for the use, accommodation, construction, maintenance or operation of the said railroads; to purchase, lease or otherwise acquire, construct, build, own, hold, control, use, maintain and operate all such telegraph and telephone systems and lines, and other systems for the transmission, reception and delivery of sounds, signals and intelligence, as may be necessary, proper or convenient for the use, accommodation, maintenance or operation of the said railroads, and to purchase, lease from others, condemn or otherwise acquire all such real and personal property, including rights of way, privileges and franchises, as may be necessary, proper or convenient for the use, accommodation, maintenance or operation of such telegraph and telephone systems and lines, and such other systems for the transmission, reception and delivery of sounds, signals and intelligence; to purchase, lease from others or otherwise acquire, construct, own, hold, control, use maintain and operate systems, plants and works for manufacturing, generating, producing, delivering, furnishing and supplying power, heat and light by means of electricity, gas or otherwise, and for the purpose of producing delivering, furnishing and supplying water, for the use, accommodation, maintenance or operation of the said railroads, and to purchase, lease from others, condemn or otherwise acquire all such real waters, water rights, appropriations, dam sites, dams, reservoir sites, reservoirs, aqueducts, viaducts, canals, ditches, flumes, conduits, pipes, pipe lines, power houses, transformer houses, shops, poles, pole lines, machinery, dynamos, apparatus, appliances, tools and implements, as may be necessary, proper or convenient for the use, accommodation, maintenance or operation of such system, plants, and works; to operate over and along public roads and highways motor vehicles or other kinds of vehicles for the transportation of persons and property and to charge and receive compensation for such transportation; to purchase or otherwise acquire, own, hold, control, use and maintain such vehicles, including automobiles, busses, trucks, automotive cars, and all other kinds of vehicles or other equipment, tools, materials, supples or parts as may be necessary in the operation, up keep, maintenance and repair of such vehicles; to purchase, apply for, lease from others or otherwise acquire, own, hold, control, and use all such patents, patent rights inventions trademarks and trade names as may be necessary, proper or convenient for any of the foregoing purposes; to assume and pay all or any of the bonds, indebtedness and obligations of any corporation whose railroad or other property may be purchased by this corporation; to purchase, subscribe for or otherwise acquire, the stocks, bonds, debentures and other securities and obligations of other corporations. Joint stock companies and associations, including steam, electric, interurban, street and other railroad corporations, and while the holder of stocks, bonds and debentures of such corporations, joint stock companies and associations, to exercise all the rights, powers and privileges of ownership thereof, including the right to vote thereon, to the same extent that a natural person might or could do; to purchase or otherwise acquire in accordance with law the stocks, bonds and other securities or this corporation; to borrow and lend money, in connection with any of the foregoing purposes, with or without security therefor, and to become a surety, guarantor, or an indemnitor or endorser, in connection with any of the foregoing purposes, for the payment of money and for the performance of other obligations; to execute notes, bonds or other obligations for money borrowed, property purchased or otherwise acquired by this corporation, labor done and services performed for this corporation, and for any other lawful object or purpose, and to secure the payment of such notes, bonds or other obligations by mortgage, pledge, hypothecation, deed of trust, or otherwise of any or all property, including rights, privileges and franchises acquired, or which may be acquired by this corporation; to sell, convey, transfer, lease to others, or otherwise dispose of, any or all the property, including the rights, privileges, franchises, stocks, bonds and other securities and railroads, of this corporation.

ZZZZZZZZZZZZ Also to carry on any other business, and to exercise any other powers which may be necessary, proper or convenient to be carried on or exercised in connection with any of the foregoing purposes, or incident thereto; and to have, hold, use, enjoy and exercise any and all the rights, powers, privileges and franchises, whether herein particularly enumerated or not, which railroad corporations, including steam, electric, interurban and street railroad corporations may have, hold, use, enjoy and exercise under the laws of the said State of California, as the same now are, or at any time during the existence of this corporation shall be. The foregoing clauses shall be construed as objects and purposes and as powers and it is hereby expressly provided that the foregoing enumeration of specific objects and purposes shall not be held to limit or restrict in any way the powers of this corporation, but are in furtherance of and in addition to, and not in limitation of the general powers conferred by the laws of the State of California. This corporation reserves the right to amend or change, add to or repeal any condition contained in these Articles of Incorporation in the manner now or hereafter prescribed by law.

ZZZZZZZZZZZZTHIRD: That the county in this state where the principal office for the transaction of business of the corporation is to be located is the City and County of San Francisco.

ZZZZZZZZZZZZFOURTH: That this corporation is authorized to issue only one class of shares of stock; that the total number of shares which this corporation shall have authority to issue is two thousand (2,000); and that all of said shares of stock are to be without par value.

ZZZZZZZZZZZZ FIFTH: That no distinction shall exist between the shares of this corporation or the holders thereof.

ZZZZZZZZZZZZSIXTH: That the number of directors of said corporation is five (5) and the names and addresses of the persons who are appointed to act as the first directors are as follows:

Names
Addresses
Jonathan H. Rowell, 1048 Keith Avenue,
Berkeley, California.
Charles G. Heimerdinger, 1155 Jones Street,
San Francisco, California.
Burnham Emersen, 2546 Jackson Street,
San Francisco, California.
Morris M. Doyle, 41 El Camino Real,
Berkeley, California.
Robert C. Kirkwood, 1935 Jones Street,
San Francisco, California.
ZZZZZZZZZZZZ IN WITNESS WHEREOF we, the undersigned, who are all of the directors hereinabove named, have hereunto set our hands this 22nd day of October 1934.

Signed by each: Jonathan H. Rowell

Charles G. Heimerdinger

Burnham Emersen

Morris M. Dnvie

Robert C Kirkwood