up stock for purposes specified. undertaking for the payment of the indebtedness incurred by the liquidator of the said Steel Company of Canada, and such minor arrangements as to details, as may be finally agreed upon by the Company and the liquidator of the said Steel Company of Canada with the authority of the proper Issue of paid court; and upon the completion of the arrangements for such acquisition, to issue as paid up shares such preferred and ordinary shares as shall be required for the performance of the obligations to be assumed by the Company; and, as a means of providing for the expense of completing the said arrangements and of procuring the means of carrying out the same, of remunerating divers agents and others who have been engaged in negotiating the same in Canada and in England, and generally of relieving the Company from all liability in respect of any and all preliminary proceedings and arrangements, the Company is authorized to make and use a further issue of paid up ordinary shares, not exceeding in all the sum of eighty thousand dollars: Railway, telegraph line, steam and other vessels. Provisional directors. 2. The Company is hereby further authorized to construct and operate such other roads and additions to the said railWay, tramway and telegraph line, in connection with the said mines and properties, or the rights they may have acquired, as are needed for their business; also to acquire, charter and operate vessels, steamers and other suitable craft for the transportation of the products of their business to ports in Canada or to any foreign port or ports. 3. The said Honorable Donald McInnes, Sir George Stephen, baronet, Alexander Thomas Paterson and Sir Charles Tennant, baronet, are hereby constituted provisional directors of the Company, and shall hold office as such until a board of directors is elected under the provisions of this Act, and shall have power and authority to fill vacancies Their powers. Occurring among their number; and they shall have power to open stock books and procure subscriptions of shares in the undertaking, and to call a general meeting of the shareholders for the election of directors as hereinafter provided. Further powers. 4. The said provisional directors shall have power to make and complete the acquisition from the liquidator of the said Steel Company of Canada (Limited) of the said property and assets,-to cause to be made the issue of shares hereinbefore authorized as part of the consideration thereof, and to accept on behalf of the Company a conveyance of the said property and assets on the conditions aforesaid; and First meeting thereupon, and upon the subscription of shares in the Company, either preferred or ordinary, to the extent of one hundred thousand dollars, and the payment into one of the chartered banks of Canada, on account thereof, of a sum of at least twenty-five per cent. of the amount so subscribed, a general meeting of the shareholders of the Company shall of shareholders. be be called, for the election of directors and the transaction of business generally. 5. The Company shall have its head office and chief place offices. of business at the city of Montreal, in Canada, and may establish branch offices at such places in Canada or elsewhere as may be determined by by-law: 2. Every office of the Company in Canada shall be a Domicile. domicile of service, and the Company shall have at least one office in the county of Colchester in the Province of Nova Scotia. 6. The capital stock of the Company shall be one million Capital stock dollars, divided into four hundred thousand preferential and shares. shares of one dollar each, and six hundred thousand ordinary shares of one dollar each; but, after the shares constituting the said capital stock are issued and paid up, the Increase. capital stock of the Company may be increased to a further amount, not exceeding one million dollars, by resolution passed by at least two-thirds in amount of the shareholders present or represented at a special meeting thereof, called for the purpose of determining upon such increase shares. 7. The said preferential shares shall bear a preferred Dividend on dividend at the rate of six per centum per annum, which preferential shall be paid to the holders of such shares before any dividend whatever is paid upon the ordinary shares; but if the profits of the business in any year are not sufficient to pay the said dividend of six per cent. upon the preferential shares in such year, the deficiency shall be carried forward to be made good so soon as sufficient profits are earned; and Dividend on ordinary no dividend shall be paid upon the ordinary shares until shares. all arrears of preferential dividend so carried forward are paid : 2. But if after payment of dividends at the rate of six per Disposal of centum per annum, both upon the preferential and ordinary after payment surplus profit shares, any surplus of profit should remain such portion of dividends. thereof as the board shall decide to divide shall be divided pro ratâ upon the whole of the shares of both classes alike; and if the Company should be wound up, the whole amount Provision in of the preferred shares and of any arrears of dividend there- case of windon, if any, shall be paid in full, before any payment is made on account of ordinary shares. ing up. rectors. 8. The affairs of the Company shall be managed by a Board of diboard of not less than five nor more than nine directors, as shall be decided by by-law, who shall be annually elected by the shareholders at a meeting to be held for that purpose on the second Wednesday of February in each year,―notice of which meeting shall be given by registered letter posted to the last known address of each shareholder, at least one month before the day of meeting, and by advertisement in VOL II-201 the the Canada Gazette, and in a newspaper published in the city of Montreal,-such notice to be given and continued for Provision in at least one week before the day of meeting; and in case case of failure it at any time happens that an election of directors is not made on the day fixed by this Act, then it shall be lawful, on any subsequent day, to make and hold an election of directors, after notice thereof has been given as aforesaid. of election. Paid director. Payments in 9. The board of directors may appoint one of their number as managing director, with such remuneration as it fixes for that purpose. 10. The directors of the Company may make payment in paid up stock. paid up stock, or in bonds of the Company, for right of way, plant, rolling stock, or materials of any kind, and for the services of, or work done by contractors, engineers and other employees of the Company. Company may become party to promissory notes, &c. As to notes payable to bearer. Forfeiture of payment. 11. The Company may become party to promissory notes and bills of exchange for sums not less than one hundred dollars, and any such promissory note made or indorsed, and such bill of exchange drawn, accepted or indorsed by the president or vice-president of the Company, and countersigned by the secretary or treasurer, shall be binding on the Company; and any such promissory note or bill of exchange made, drawn, accepted or indorsed as aforesaid, shall be presumed to have been made with proper authority until the contrary is shown; and in no case shall it be necessary to have the seal of the Company affixed to any such bill of exchange or promissory note,-nor shall the president, vice-president, or secretary or treasurer, so making, drawing, accepting or indorsing any such promissory note or bill of exchange, be thereby subjected individually to any liability whatever, unless the said promissory note or bill of exchange has been issued otherwise than as aforesaid: Provided always, that nothing in this section shall be construed to authorize the Company to issue any note payable to bearer, or any promissory note intended to be circulated as money, or as the note of a bank. 12. If any shareholder refuses or neglects to pay any shares for non- instalment due upon any share or shares held by him, the directors may declare such share or shares forfeited, together with the amount previously paid thereon, in such manner as may be provided by the by-laws; and such forfeited share or shares may be sold at public sale by the directors, after such notice as they direct; and the moneys arising from such sale shall become the property of, and be vested Surplus to be in the Company: Provided always, that in case the money paid to owner. produced by any such sale is more than sufficient to pay all arrears and interest, together with the expenses of such sale, the surplus money shall be paid on demand to the owner owner of the shares so sold; and no more shares shall be sold than are necessary to pay such arrears, interest and expenses; and provided also, that if payment of such arrears, On payment interest and expenses be made before any share so forfeited before sale, has been sold, such share shall revert to the party to whom vert to owner. the same belonged before such forfeiture, as if such calls had been duly paid. share to re bonds. 13. The directors of the Company, after the sanction of Issue of the shareholders has been first obtained at a special general meeting to be called for the purpose, shall have power to issue mortgage bonds payable in Montreal or elsewhere, either in currency or in sterling,-which bonds shall, without registration or formal conveyance, constitute a first and preferential claim and charge upon the property of the Company, real and personal; and such bonds may be Security for secured by a deed of mortgage defining the security, privi- bonds. leges, ranking, rights and remedies of the bondholders: Provided always, that the whole amount of such bonds Amount shall not exceed three-fourths of the amount of the paid up limited. capital stock of the Company. bonds. 14. All such bonds, and the coupons and interest war- Transfer of rants thereon respectively, may be made payable to bearer and transferable by delivery, or may be registered upon the books of the Company, as shall be provided by the by-laws thereof. OTTAWA Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most CHAP. Preamble. Certain per ated. CHAP. 122. An Act to incorporate the Dominion Oil Pipe Line and [Assented to 23rd June, 1887.] WHEREAS Thurstan G. Hall, Robert Laird, Albert R. their petition, prayed for an Act of incorporation enabling them to lay down a line of pipe between the points of production, manufacture or distillation and the railway lines and navigable waters in the Dominion of Canada, or between all or any such points that the Company may deem advis able to lay such line or lines of pipe, for the purpose of conveying along or through the said pipe the crude oil, distillate or refined oils of petroleum, from the place or places of its production to the works and delivering stations of the Company, and to points at or near the said waters or railway lines, and whereas they have requested that power be given for that purpose to cross from one Province to another Province of Canada, and whereas the said works are also for the general advantage of Canada, and it is expedient to grant the prayer of the said petition and request: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The persons above mentioned, together with such other sons incorpor persons and corporations as, in pursuance of this Act, become shareholders in the Company hereby incorporated, shall become and are hereby declared to be a body corporate and politic, by the name of "The Dominion Oil Pipe Line and Manufacturing Company." Corporate name. Line of pipe down. 2. The Company is hereby empowered to lay down at a may be laid suitable depth for protection, beneath the general surface of the ground, a connected and continuous pipe or pipes in such sections as seem expedient, as near as may be and as the surface of the country reasonably admits of, in a straight line, or by deviations therefrom as circumstances may make expedient, between the points of production, manufacture or distillation and the railway lines and navigable waters in Canada, or between all or any of such points as the company deem fit to lay such pipe or pipes, for the purpose of carrying along |