Calls on new

of the stockholders who hold at least two-thirds in amount of the subscribed stock of the Company, at a meeting expressly called for that purpose by a notice in writing to each stockholder, delivered to him personally, or properly directed to him and deposited in the post office, at least twenty days previous to such meeting, stating the time, place and object of such meeting and the amount of the proposed increase, and the proceedings of such meeting shall be entered in the minutes of the proceedings of the Company, and thereupon the capital stock may, with such approval, be increased to the amount sanctioned by such vote.

8. Any additional capital authorized to be issued under capital stock. the powers contained in section 7 of this Act may be called up by the directors from time to time as they deem necessary, but no one call shall exceed twenty per cent on the stock subscribed.

Reserve fund.

Election of directors.

Increase of directors.

Voting by proxy.

Borrowing powers.

9. The directors, after being first authorized by a vote of two-thirds in amount of the stockholders who are present or represented by proxy at any annual meeting, may, from time to time, set aside out of the profits of the Company such sums as they think proper as reserved funds to meet contingencies, or for equalizing dividends, or for repairing, maintaining, renewing or extending any property or works belonging to or connected with the business of the Company, or any part thereof, or for an insurance fund against loss or damage of the property of the Company either by fire or by perils of the sea, or for any other purposes of the Company, and may invest the sums so set apart as reserved funds in the business of the Company, or upon such securities as the directors may select.

10. At the annual meeting the subscribers for the capital stock assembled, who have paid all calls due on their stock, shall choose three persons to be directors of the Company.

2. The Company may, from time to time, by by-law, increase the number of directors to any number not exceeding four, and may also, from time to time, by by-law diminish the number of directors, but so that they shall not be less than three.

11. Every stockholder may vote by proxy at any meeting of the Company if he sees fit, and the form of appointment may be given in the words, or to the effect, of the form in section 44 of The Railway Act, or in the form, or to the effect, prescribed by the by-laws of the Company.

12. The directors may, from time to time, and as often as they deem it expedient so to do, borrow money for the purposes of the Company, provided that the sum so borrowed shall not at any time exceed in the aggregate seventy-five thousand pounds in addition to the debenture stock of the Company.

13. In addition to the powers conferred upon the directors Power to by the preceding section, the directors, under the authority mortgage. of a resolution of the stockholders may, from time to time, at their discretion, and as often as they deem it expedient, borrow such sums of money for the purposes of the Company at such rates of interest and upon such terms as the stockholders determine, or, in default, as the directors think proper, and may secure the repayment of the said moneys in such manner and upon such terms and conditions as they see fit, and, for such purposes, may mortgage, pledge, hypothecate or charge the ships or vessels of the Company and all or any of the assets and property of the Company not comprised in the mortgages from time to time created and charged upon the railway of the Company to secure the Company's issue or issues of debenture stock.

stockholders.

2. The borrowing powers contained in subsection 1 of this Approval of section shall be exercised only at a special general meeting called for the purpose in the manner provided by section 41 of The Railway Act, at which meeting stockholders representing at least two-thirds in value of the subscribed stock of the Company and who have paid all calls due thereon are present in person or represented by proxy.

14. The Company may,

Powers.

(a.) in the operation of its steamship business charge on all Charges for property placed with it, or in its custody, such fair remunera- storage, etc. tion as may be fixed upon by the directors for storage, warehousing, wharfage, dockage, cooperage, or any other care or labour in and about any such property on the part of the Company over and above the regular freight and primage upon the said property which shall have been carried or may be carried by them;

(b.) recover all charges and moneys paid or assumed by it Recovery of subject to which goods come into its possession, and, without charges. any formal transfer, shall have the same lien for the amount thereof upon such goods as the persons to whom such charges Lien. were originally due had upon such goods while in their possession, and the Company shall be subrogated by such payment to the rights and remedies of such persons for such charges;

(c.) in the event of non-payment of freight advances and Sale of goods other charges when due upon goods or property in its posses- for charges. sion or under its control, sell at public auction the goods whereupon such advances and other charges have been made, and retain the proceeds, or so much thereof as is due to the Company, together with the costs and expenses incurred in and about such sale, returning the surplus (if any) to the owner of such goods or property; but, before any such sale takes place, thirty days' notice of the time and place of such sale and of Notice of sale. the amount of the charges or moneys payable to the Company in respect of such goods or property shall be given by regis tered letter, transmitted through the post office to the last known address of the owner of any such goods or property, ex

Promissory notes.

cept in the case of perishable goods or effects which may be sold after the expiration of one week, or sooner, if necessary, unless otherwise provided in the contract between the parties.

15. The Company may become a party to, but may not make or issue, promissory notes and bills of exchange for sums less than one hundred dollars, and section 98 of The Railway Act shall extend and apply to promissory notes and bills of exchange to which the Company shall or may become a party, whether such bills of exchange or promissory notes are, or are not, less than one hundred dollars.

SCHEDULE A.

THIS INDENTURE made the thirty-first day of December in the year of our Lord one thousand eight hundred and ninety-five in eight original parts between The Windsor and Annapolis Railway Company Limited incorporated in England as The Windsor and Annapolis Railway Company Limited and having its registered office at No. 6 Great Winchester Street London England (hereinafter called the "Windsor Company ") of the first part Charles Fitch Kemp of 73 Lombard Street London England Accountant and William Ross Campbell of No. 6 Great Winchester Street aforesaid gentleman the liquidators of the Windsor Company (hereinafter called the "Liquidators") of the second part The Dominion Atlantic Railway Company a company incorporated by an Act of the Parliament of Canada 58 and 59 Victoria chapter 47 having its head office in England at No. 6 Great Winchester Street aforesaid (hereinafter called the "Dominion Company ") of the third part and Francis Tothill of the Grove Stoke Bishop England Thomas Robert Ronald of Richmond Surrey England and Robert Lee Campbell of 40 St. Augustine's Road Camden Town in the County of London England (hereinafter called the "Provisional Board") of the fourth part Whereas the Windsor Company was on the 1st day of March 1867 incorporated and registered in England under The Companies Act, 1862 as a limited Company and whereas the said company having found that the powers contained in its memorandum of association required to be enlarged was for that reason and other reasons desirous of winding up the Windsor Company as incorporated in England under The Companies Act 1862 and of organizing a Canadian company to be incorporated under an Act or Acts of the Parliament of Canada and by such Act or Acts obtaining power for such company to take over the undertakings of the Windsor Company with all its assets liabilities and obligations and for other purposes as in such Act appears and whereas at an extraordinary general meeting of the members of the Windsor Company duly convened and held at the Cannon Street Hotel London England on the 12th day of March 1895 the following resolutions with another not necessary to be herein recited were duly passed

and at a subsequent extraordinary general meeting of the members of the said company duly convened and held at the offices of the Company 6 Great Winchester Street in the said city of London on the 29th March 1895 the same resolutions were duly confirmed as special resolutions i. e." (1) That it is desirable to reconstruct the Company and accordingly that the Company be wound up voluntarily and that Charles Fitch Kemp and William Ross Campbell be and are hereby appointed liquidators for the purposes of such winding up (2) That the draft bills now submitted to this meeting having for their object obtaining from the Parliament of Canada power for the above-named Company to sell and transfer its undertaking railways and effects to a company to be constituted in Canada for taking over the same and also to wind up the affairs of the abovenamed Company in the Dominion as such drafts have already been approved by the directors be and the same are hereby approved and that the liquidators be and they are hereby authorised to proceed with the petitions and applications for obtaining the passing into law by the Canadian Parliament of the said bills with power to consent to such modifications of the said drafts as they may think expedient (3) That in the event of the said bills with or without modification becoming Acts of the Parliament of Canada the liquidators shall forthwith proceed to sell and transfer to the Company authorised to be incorporated in Canada all the undertakings of the above named Company on the terms and conditions in such Acts contained and to wind up and dissolve the above named Company as directed by such Acts or either of them and under the Winding-up Acts affecting it" And whereas a printed copy of such resolutions was forwarded to the Registrar of Joint Stock Companies and the same was duly recorded by him on the 2nd day of April 1895 and notice of the windingup of the Windsor Company and of the appointment of the liquidators under the same was given by advertisement thereof in the London Gazette of the 31st day of May 1895 and also in the Canada Gazette published at Ottawa and the Royal Gazette published at Halifax Nova Scotia. And whereas the two bills drafts whereof were by the said resolutions approved have with such alterations only as the liquidators approved been passed into law by the Parliament of Canada and both received the Royal Assent on the 22nd day of July 1895 the one being chapter forty-seven of the Dominion Statutes of 1895 and entitled "An Act to incorporate the Dominion Atlantic Railway Company" and the other being chapter sixty-nine of the Dominion Statutes of 1895 and entitled "An Act respecting the Windsor and Annapolis Railway Company Limited and whereas the said parties of the second part are the liquidators of the Windsor Company duly appointed under the provisions of "The Companies Acts" for that purpose and whereas by the said Act of Parliament of Canada chapter forty-seven of the Dominion Statutes 1895 the said parties of the fourth part were appointed to be the provisional

Directors of the Dominion Company And whereas by the said Act of the Parliament of the Dominion of Canada chapter sixty-nine of the Dominion Statutes of 1895 the Windsor Company were authorised to sell for the considerations and upon the terms and conditions set forth in the said Act and upon such other terms and conditions as should be mutually agreed upon between the Windsor Company or its liquidators and any company authorised to purchase the same All and singular the property and undertakings therein and hereinafter mentioned And whereas by the said Act of the Parliament of Canada chapter forty-seven of the Dominion Statutes of 1895 the Dominion Company was incorporated and was thereby authorised to purchase for the consideration and upon the terms and conditions therein and hereinafter mentioned mentioned All and singular the property and undertakings hereinafter mentioned and described And whereas by the said in part recited Acts it was provided that the consideration for the said sale and purchase should be the sum of five hundred thousand pounds (£500000) to be paid at the option of the Dominion Company in cash or shares subject to the existing debt of the Windsor Company created by the issue of debenture stock amounting to the sum of five hundred thousand pounds (£500000) secured by a mortgage to trustee dated the 3rd day of September 1894 and registered in the office of the Secretary of State for Canada on the 31st day of October 1894 and a further deed supplemental thereto dated the 28th day of March 1895 and in addition thereto that the Dominion Company should pay and discharge the costs and expenses mentioned in section 2 of the said chapter 69 above. recited and whereas the Dominion Company has elected to pay the consideration for the said purchase (except such part thereof as may be required to meet the claims of dissentient shareholders [if any] which they have agreed to pay in cash as hereinafter provided) by the issue of capital stock of the Dominion Company to the aggregate amount of £500000 representing thirteen thousand five hundred (13500) fully paid up preference shares of twenty pounds (£20) each making a nominal sum of two hundred and seventy thousand pounds (£270000) and eleven thousand five hundred (11500) fully paid up ordinary shares of twenty pounds (£20) each making the further nominal sum of two hundred and thirty thousand pounds (£230000) the certificates for all such stock to be issued by the Provisional Board or the Board of Directors of the Company on behalf of and as representing the Dominion Company and to be delivered to the liquidators as representing the Windsor Company or as the liquidators shall direct for distribution among the shareholders in the Windsor Company according to their rights thereto respectively as provided by the fourth section of the agreement of the Twelfth day of October 1893 set forth in the schedule to the Act, chapter 69 of the statutes of Canada for the year 1895. And where