Amount limited. May be secured by mortgage deed. What such tain. the said undertaking: Provided, that the amount of such bonds shall not exceed twenty thousand dollars per mile of the said railway, to be issued in proportion to the length of the said railway constructed or to be constructed. 19. The Company may secure the bonds to be issued by them by a mortgage deed, creating such mortgages, charges and incumbrances upon the whole of such property, assets, rents and revenues of the Company, present or future or both, as shall be described in the deed; but such rents and revenues shall be subject in the first instance to the payment of the working expenses of the railway; and by the said deed the deed may con- Company may grant to the holders of such bonds, or to the trustee or trustees named in such deed, all and every the powers and remedies granted by this Act in respect of the said bonds, and all other powers and remedies not inconsistent with this Act, or may restrict the bondholders in the exercise of any power, privilege or remedy granted by this Act, as the case may be; and all such powers, rights and remedies as shall be so contained in such mortgage deed shall be valid, binding and available to the bondholders in manner and form as therein provided; and every such mortgage deed shall be deposited in the office of the Secretary of State of Canada,—of which deposit notice shall be given in the Canada Gazette. Validity of deed. Deposit with Secretary of State. Bonds to be a first charge on ing. 20. The bonds hereby authorized to be issued shall be the undertak- taken and considered to be the first preferential claim and charge upon the Company, and upon the franchise, undertaking, tolls and income and real and personal property thereof, now or at any time hereafter acquired, save and except as provided for in the next preceding section; and each holder of the said bonds shall be deemed to be a mortgagee or encumbrancer upon the said securities pro ratâ with all the other bondholders; and no proceedings authorized by law or by this Act shall be taken to enforce payment of the said bonds or the interest thereon except through the trustee or trustees appointed by or under such mortgage deed. Rights of bondholders in case of default of pay ment. 21. If the Company make default in paying the principal of, or the interest on, any of the bonds hereby authorized at the time when the same, by the terms of the bonds, becomes due and payable, then at the next annual general meeting of the Company, and at all subsequent meetings, all holders of bonds so being and remaining in default shall, in respect thereof, have and possess the same rights, privileges and qualifications for being elected directors and for voting at general meetings as would be attached to them as shareholders if they had held fully paid up shares of the Company to a corresponding amount: Provided nevertion of bonds. theless, that the right given by this section shall not be ex : Proviso as to registra ercised ercised by any bondholder unless the bonds in respect of which he claims to exercise such right have been first registered in his name, in the same manner as is provided by law for the registration of shares of the Company; and for that purpose the Company shall be bound on demand, on default made in principal or interest, to register such bonds, and thereafter any transfers thereof, in the same manner as shares or transfers of shares: Provided also, that the ex- Certain rights ercise of the right given by this section shall not take not affected. away, limit or restrain any other of the rights or remedies to which the holders of the said bonds are entitled under the provisions of such mortgage deed. other securi 22. All bonds, debentures, and other securities hereby Transfer of authorized, may be made payable to bearer, and shall, in bonds and that case, be transferable by delivery, unless and until re- ties. gistration thereof is made,-and while so registered they shall be transferable by written transfers, registered in the same manner as in the case of the transfer of shares. may become party to pro &c. 23. The Company may become party to promissory Company notes and bills of exchange for sums not less than one hundred dollars; and any such note or bill made, drawn, missory notes, accepted or indorsed by the president or vice-president of the Company as president or vice-president thereof, and countersigned by the secretary and treasurer, in pursuance of a resolution of the board of directors duly passed, shall be binding on the Company; and any such promissory note or bill of exchange so made, drawn, accepted or indorsed, shall be presumed to have been made, drawn, accepted or indorsed with proper authority until the contrary be shown; and in no case shall it be necessary to have the As to notes seal of the Company affixed to such promissory note or bill payable to of exchange,-nor shall the president, or vice-president, or secretary and treasurer be individually responsible or liable for the same, unless the said promissory note or bill of exchange has been issued without proper authority: Provided however, that nothing in this section shall be construed to authorize the Company to issue any note or bill payable to bearer, or intended to be circulated as money or as the bill or note of a bank. bearer. 24. All meetings of the shareholders shall be called by Notice of meetings. a notice, stating the purpose, time and place of the meeting, published for at least fourteen days previously to the day of such meeting in the Canada Gazette, and in one or more newspapers published in the city of Kingston. calls. 25. Notices of calls shall be published weekly in the Notice of Canada Gazette and in one or more newspapers published in the city of Kingston, during three consecutive weeks. VOL. II-10 26. Time for construction. Form of conveyance of land to com pany. 26. The railway shall be commenced within two years and be completed within five years from the passing of this Act. 27. Conveyances of land to the Company may be made in the form set out in the schedule to this Act, and may be registered; and such conveyances shall be as effectual to vest the lands, therein described as granted, in the Company as any other form of conveyance which might be used. of Know all men, that SCHEDULE. A. B., (or A. B. and others) in consideration of of lawful money paid to by the Kingston, Smith's Falls and Ottawa Railway Company, the receipt whereof is hereby acknowledged (or in aid of the Kingston, Smith's Falls and Ottawa Railway Company) grant unto the Kingston, Smith's Falls and Ottawa Railway Company, their successors and assigns, all that tract or parcel of land and premises being composed of (describe the land) to have and to hold the said land and premises unto the said Kingston, Smith's Falls and Ottawa Railway Company, their successors and assigns for ever (if any trusts or conditions attached, insert; if dower released, add) and C.D. (or C.D. and said grantor, said land. ), wi hereby bar of the dower in the OTTAWA Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most CHAP. CHAP. 89, An Act to incorporate the Berlin and Canadian Pacific [Assented to 23rd June, 1887.] WHEREAS the construction and operation of a railway Preamble. from some point at or near the town of Berlin, in the county of Waterloo, in the Province of Ontario, to some point on the Credit Valley Railway (now leased to, or under the management of, the Canadian Pacific Railway Company), in the said county at or near Dumfries Station, and the extension of the said line northward from the said. town of Berlin to connect with the Credit Valley Railway at Elora, has become necessary for the development of the business and resources of the said town of Berlin and the country adjacent thereto, and would be for the general advantage of Canada; and whereas a petition has been presented praying for the incorporation of a company for that purpose, and it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. H. G. Lackner, L.-J. Breithaupt, J. S. Anthes, Charles IncorporaMueller, P. E. W. Moyer, Henry Bornhold, Adolph Tuch- tion. linsky, Alexander Roy, Enoch Ziegler, John H. Heller, Henry Schwenn, Daniel Hibner, D. L. Bowman, H. L. Janzen, William Hendry, J. M. Staebler, John Fennell, George Lang, H. W. Anthes, J. S. Hoffman, P. S. Lanteuschlager, Hugo Kranz, W. R. Travers, William Simpson, H. Stuebing, A. Pequegnat, W. Oelschlager, and Israel D. Bowman, together with such other persons as become shareholders in the Company hereby incorporated, are hereby declared to be a body corporate and politic, by the name of "The Berlin and Canadian Pacific Junction Railway Com- Corporate pany," hereinafter called the Company; and the said rail- name. way and the works hereby authorized are declared to be Declaratory. for the general advantage of Canada. built. 2. The Company may lay out, construct and operate a Line of railrailway from some point in the town of Berlin, in the way may be county of Waterloo, to some point at or near Dumfries Station on the Credit Valley Railway (now leased to, or under the management or control of, the Canadian Pacific Railway Company), Provisional their powers. Company), in the said county of Waterloo, and may extend the same northward from the said town of Berlin to connect with the Credit Valley Railway at Elora. 3. The persons whose names are set forth in the first secdirectors and tion hereof, with power to add to their number, shall be provisional directors of the Company, (of whom a majority shall be a quorum) and shall hold office as such until the first ele tion of directors under this Act; and shall have power forthwith to open stock books, procure subscriptions of stock for the undertaking, make calls on stock subscribed, receive payments thereon, make or cause to be made plans and surveys of the works herein contemplated, and to deposit in any chartered bank of Canada all moneys received by them on account of stock subscribed or otherwise received on account of the Company, and to withdraw the same for the purposes only of the undertaking, and to receive on behalf of the Company any grant, loan, bonus or gift made to it in aid of the undertaking, or any portion of it. Capital stock and shares. ers, Notice. 4. The capital stock of the Company shall be three hundred thousand dollars, divided into three thousand shares of one hundred dollars each, and shall be applied in the first place for the payment of all expenses for procuring the passing of this Act, of organizing the Company and for making the surveys, plans and estimates connected with the works hereby authorized. First meeting 5. When one hundred thousand dollars have been subof sharehold- scribed, and ten per cent. thereof has been paid into some chartered bank of Canada to the credit of the Company, the provisional directors shall call a general meeting of the subscribers to the said capital stock, to be held at the town of Berlin, for the purpose of electing five directors,—giving at least two weeks' previous notice of such meeting in the Canada Gazette, and in some newspaper published in Berlin. and also by circular addressed by mail to each subscriber, stating the time, place and purpose of the said meeting; and at such general meeting the shareholders may choose five persons, qualified as hereinafter mentioned, to be directors of the Company, who, together with any ex officio directors, shall constitute a board of directors, and shall hold office until the first Tuesday of February in the year following their appointment. Election of directors. Annual gen 6. Thereafter the annual general meeting of the shareeral meeting holders of the Company, for the election of directors and other general purposes, shall be held in the town of Berlin, or some place in Ontario to be appointed by by-law, on the first Tuesday of February in each year,-when five directors shall be chosen, to hold office for one year; and two weeks' pre Notice. |