shall, in that case, be transferable by delivery, unless and until registration 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.

vices render

16. The directors may pay or agree to pay, in paid up Stock may be stock, such sums as they deem expedient, to engineers and issued for ser contractors, or for the purchase of right of way, material, ed. plant or rolling stock.

17. When the directors desire to enter into any agree- What agreement with any other railway company for any one or more ments may be of the following purposes:

made with other com

Sale or lease.

(a.) For conveying or leasing the whole or any part of the panies. railway or undertaking to the other company; (b.) For acquiring or leasing the whole or any part of the Purchase or railway or undertaking of the other company; (c.) For arrangements as to running powers;

lease.

Running

(d.) For the use by either of the companies of the whole powers. or any part of the railway or rolling stock or other movable Use. property of the other;

(e.) For any service to be rendered by either of the com- Services. panies to the other;

(f) For the amalgamation of the Company with the Amalgama

other company:

tion.

If the other company is lawfully empowered to make Conditions such agreement, and—

If such agreement is not for any term greater than twentyone years from the date of its sanction by the Governor in Council, as hereinafter provided, and—

If a special general meeting of the Company has been duly called for the purpose of considering such agreement, andIf shareholders representing at least two-thirds in value of the stock of the Company at the time of such meeting are present or represented by proxy at such meeting, and

If two-thirds of the votes cast are in favor of sanctioning such agreement,

requisite to authorize.

The directors shall give notice that the Company will Notice by apply to the Governor in Council to sanction such agree- directors.

ment:

nor in Coun

2. If such notice has been published in The Canada Cor.ditions on Gazette and in one newspaper in each of the counties through which Goverwhich the railway of the Company runs, for at least two cil may sancmonths prior to the time therein named for the making of tion agree such application, and—

If such notice states the time and place where the application is to be made, and that all parties interested may then and there appear and be heard on such application, and— If all parties interested then and there appearing have been heard, and

VOL. II-11

If

ment.

If the Governor in Council is satisfied that all the requirements of this section have been complied with,

The Governor in Council may sanction such agreement, which shall then be valid and binding.

OTTAWA: Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most Excellent Majesty.

CHAP.

CHAP. 91.

An Act to incorporate the Goderich and Canadian
Pacific Junction Railway Company.

[Assented to 23rd June, 1887.]

HEREAS the construction of a railway has become Preamble. desirable for public convenience from some point at or near the town of Wingham, in the county of Huron, thence to a point in the town of Goderich, in the said county of Huron, or to a point upon a line of railway running into the said town of Goderich; and whereas such a railway would be for the general advantage of Canada; and whereas a petition has been presented 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:

ated.

1. Charles Seager, Peter McEwen, J. T. Garrow, George Certain perAcheson, William Lee, M.G. Cameron, F. Jordan, E. Bingham, sons incorporHorace Horton, J. H. Colbourne and Christopher Crabb, all of the town of Goderich, in the county of Huron, together with such other persons and corporations as in pursuance of this Act become shareholders in the Company hereby incorporated, shall be and are hereby constituted a body corporate and politic, by and under the name of "The Corporate Goderich and Canadian Pacific Junction Railway Com- name. pany."

constructed.

2. The Company hereby incorporated and their agents Line of railor servants shall have full power and authority under this way may be Act to lay out and construct and finish a double or single iron or steel railway from some point at or near the town of Wingham, in the county of Huron, thence to run by such course as the said Company select to the town of Goderich, in the said county, or to some point in the said town, or within ten miles thereof, on any line of railway now or hereafter running into the said town of Goderich.

3. The gauge of the said railway shall be four feet eight Gauge of and one-half inches.

VOL. II-111

railway.

4.

Provisional directors.

Their powers and duties.

Allotment of stock.

Ten per cent. payable on

4. The persons named in the first section of this Act, with power to add to their number, shall be and are hereby constituted a board of provisional directors of the said Company, of whom a majority shall be a quorum, and they shall hold office as such until the first election of directors under this Act.

5. The provisional directors shall have power and authority, immediately after the passing of this Act, to open stock books and procure subscriptions of stock for the undertaking,-giving at least two weeks' previous notice by advertisement in a newspaper published in the town of Goderich, of the time and place of their meeting to receive subscriptions of stock; and the said provisional directors may cause surveys and plans to be made and executed, and may acquire any plans and surveys now existing; and it shall be their duty, as hereinafter provided, to call a general meeting of shareholders for the election of directors.

6. The said provisional directors or a majority of them may allocate and apportion the stock subscribed amongst the subscribers as they deem most advantageous and conducive to the furtherance of the undertaking.

7. No subscription for stock in the capital of the Comsubscription. pany shall be binding on the said Company unless it is approved by resolution of the directors, nor unless ten per centum of the amount subscribed has been actually paid thereon within one month after subscription.

Grants in aid may be received.

Capital stock and shares.

Application of moneys raised.

8. The Company may receive, either from any Government, or from any persons or bodies corporate, municipal or politic, who have power to make or grant the same, bonuses, loans or gifts of money or securities for money, in aid of the construction, equipment or maintenance of the railway.

9. The capital of the Company hereby incorporated shall be three hundred thousand dollars (with power to increase the same in the manner provided by " The Railway Act,") to be divided into three thousand shares of one hundred dollars each, and shall be raised by the persons and corporations who become shareholders in such Company; and the money so raised shall be applied, in the first place, to the payment of all fees, expenses and disbursements of and incidental to the passing of this Act, and for making surveys, plans and estimates connected with the works hereby authorized; and the remainder of the said money shall be applied to the making, equipping, completing and maintaining of the said railway, and to the other purposes of this Act.

ers.

10. When and so soon as shares to the amount of sixty First meeting thousand dollars in the capital stock of the Company have of shareholdbeen subscribed, and ten per centum paid thereon, into one or more of the chartered banks of Canada designated by the directors, (such ten per centum not to be withdrawn from such bank or otherwise applied, except for the purposes of the Company,) the said provisional directors, or a majority of them, shall call a general meeting of the shareholders, for the purpose of electing directors of the Company,-giving at least four weeks' notice by advertisement in the Canada Notice. Gazette, and in one or more newspapers published in the town of Goderich and in the town of Wingham, in the said county of Huron, of the time, place and purpose of the said meeting.

of directors,

11. At such general meeting the shareholders present, First election with such proxies as are present, shall elect not less than number and five and not more than seven persons as hereinafter men- quorum. tioned to be directors of the Company (of whom a majority shall be a quorum), and may also pass such rules, regulations and by-laws as are deemed expedient, provided they are not inconsistent with this Act and "The Railway Act."

By-laws.

12. No person shall be qualified to be elected a director Qualification by the shareholders unless he is a shareholder holding at of director. least twenty shares of the stock in the Company, and unless he has paid up all calls thereon.

13. Thereafter the annual general meeting of the share- Annual genholders of the Company shall be held in such place in eral meeting. the town of Goderich or in such other place and on such days and at such hours as are directed by the by-laws of the Company, and public notice thereof shall be given Notice. at least four weeks previously in the Canada Gazette and once a week in one newspaper published in the town of Goderich and in the town of Wingham, during the four weeks preceding the week in which such meeting is to be held.

14. Special general meetings of the shareholders of the Special generCompany may be held at such place, at such times, in al meetings. such manner and for such purposes as are provided by

the by-laws of the Company, upon such notice as is provid

ed in the next preceding section.

limited.

15. The directors may, from time to time, make calls as Calls on stock they think fit, provided that no call shall be made at any one time of more than ten per centum of the amount subscribed by each shareholder, and that thirty days' notice shall be given of each call, as provided in section ten.