CHAP. 77. An Act respecting the Western Counties Railway Com W pany. [Assented to 23rd June, 1887] WHEREAS the Western Counties Railway Company was Preamble, duly incorporated by an Act of the Legislature of Nova Scotia, passed in the thirty-third year of Her present Majesty's reign. chaptered eighty-one, for the purpose among others of building a railway from Yarmouth to Annapolis; and whereas it is considered desirable to make the said railway subject to the legislative authority of the Parliament of Canada: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The Western Counties Railway, and all lines of rail- Declaratory. or hereafter owned by the said Company, are hereby declared to be works for the general advantage of Canada, and all such railways shall hereafter be subject to the legislative authority of the Parliament of Canada: Provided always, that the provisions of any Act of the Proviso. Legislature of Nova Scotia heretofore passed authorizing the construction and running of any such railways, or of any Acts amending the same, and the powers and privileges thereby given, shall remain in force so far as the same are not inconsistent with this Act. to apply. 2. Part one of "The Railway Act," is hereby incorporated RS.C., c. with and made part of this Act,-and the expression "The 109, part one Special Act" as used therein shall mean this Act and the Acts mentioned in the proviso to section one hereof. certain rail 3. The Company by agreement (which the respective Company companies that may become parties thereto are hereby may acquire authorized to enter into and make), may purchase or other- ways. wise acquire, amalgamate with or consolidate and operate as one system with its own railway, the Windsor and Annapolis Railway, and with the assent of the Governor in Council, the Windsor Branch Railway, together with all and every the rights, powers, privileges, franchises, property, and assets of, belonging or appertaining to, or used or enjoyed by the said railways. Branch to Issue of de benture stock shares. 4. The Company may construct and operate a line of railway, from a point on the Western Counties Railway, between Digby and Yarmouth, to Carleton. 5. In order to provide for the payment of the Company's or preference existing obligations, the completion, reconstruction and equipment of its present line, and also the acquisition free of incumbrances of the railways mentioned in section three, and their reconstruction, repair and consolidation under one system, the directors of the Company, with the assent of two-thirds of the shareholders at a special general meeting duly called for the purpose, are hereby authorized to issue either debenture stock or fully paid up preference shares to an amount not exceeding fifty thousand dollars for each mile of the Company's railway and, if acquired, of the railways mentioned in section three, being the total amount expended on the existing railways, including subsidies and floating debts, and including also the new expenditure required for their completion, acquisition, reconstruction and equipment; Application the directors of the Company are also hereby authorized to of proceeds. apply the proceeds of the said issue of debenture stock or preference shares, together with such proportions of its unissued share capital as may be necessary, to the acquisition, free of incumbrances, of the said railways in section three mentioned, and to the completion, reconstruction and equipment thereof and of the Company's railway, and to the payment of the Company's existing obligations, and to the formation of a fund for the payment of interest on the said debenture stock or preference shares. Term. Form of issue, &c. First charge 6. If the directors determine to issue debenture stock the same may be made either perpetual or terminable. 7. The said debenture stock or preference shares may be issued in such form, and bearing such rate of interest, and with such rights and privileges (including the right of voting), and subject to such terms and conditions as the directors by resolution determine. 8. Subject only to the payment, satisfaction or cancellaon the under- tion by agreement between the Company and the holders of taking. all existing bonds, debenture stock and liens, the said debenture stock or preference shares hereby authorized, whichever are issued, shall constitute a first charge and lien upon the entire railway now or at any time hereafter owned by the Company, and upon the franchises, property, plant and rolling stock thereof now or at any time hereafter owned by the Company, and upon the tolls and revenues thereof after deduction of the working expenses therefrom; the said debenture stock or preference shares hereby authorized may be expressed in sterling money of Great Britain, and shall not require to be under the seal of the Com pany gage deed. pany; and the directors of the Company may authorize May be securthe execution in the name and under the seal of the ed by mortCompany of a deed or instrument securing such debenture stock or preference shares, and declaring and defining therein the rights, privileges, powers, power of sale and remedies of the holders of such debenture stock or preference shares, and incorporating therein all by-laws or resolutions which have been made or passed, declaring and regulating the rights and privileges which shall be enjoyed by the holders of such debenture stock or preference shares; and such deed or other instrument shall be To be depositdeposited in the office of the Secretary of State of Canada, (of ed with Secwhich deposit notice shall be given in the Canada Gazette,) State. and copies thereof, certified by the said Secretary, shall be received as evidence of the execution and contents thereof, with the same effect as the original thereof, if produced retary of and proved; and any by-laws or resolutions so made and By-laws to repassed, whether incorporated in any such deed or other main in force. instrument or not, which are in force and applicable to such debenture stock or preference shares at the time of the issue thereof, or of any part thereof, shall remain in force and shall be binding on the Company, and shall not be altered or amended so long as any of such debenture stock or preference shares remain unredeemed. by stock. 9. In payment or satisfaction of all or any of its obliga- Payment in tions or debts, or in exchange for or payment, extinguish- certain cases ment or satisfaction of all or any of the shares, obligations or debts of any railways, the acquisition of which is hereby authorized, or in payment or satisfaction of the price of any such railways, or for works of construction, reconstruction or repairs or material supplied to it, the Company may transfer and deliver upon such terms as may be agreed upon, such portions of the said authorized issue of debenture stock or preference shares as may be requisite for the purposes aforesaid. 10. The Company may, from time to time, for advances Bonds may be of money to be made thereon, mortgage or pledge any deben- pledged. ture stock or preference shares which it may issue under the provisions of this Act. 11. It shall not be necessary, in order to preserve the Registration priority, lien, charge, mortgage, or privilege purporting to not required. appertain to, or to be created by, any debenture stock or preference shares issued, or deed or instrument securing the same, executed under the authority of this Act, that such debenture stock or preference shares or deed or instrument be registered in any manner, or in any place whatsoever, if such deed or other instrument be deposited in the office of the Company may become party to pro &c. the Secretary of State of Canada as aforesaid, and notice thereof given in the Canada Gazette. 12. The Company may become party to promissory notes and bills of exchange for sums of not less than one hundred missory notes, dollars; and every such promissory note or bill of exchange made, drawn, accepted or indorsed by the president or vicepresident of the Company, and countersigned by the secretary or treasurer of the Company, shall be binding on the Company; and every such promissory note or bill of exchange so made, drawn, accepted or indorsed shall be presumed to have been made, drawn, accepted or indorsed by proper authority; and in no case shall it be necessary to have the seal of the Company affixed to any such promissory note or bill of exchange, nor shall the said president, or vicepresident, or the secretary or treasurer be individually responsible, 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 contained shall be construed to authorize the Company to issue notes or bills of exchange payable to bearer, or intended to be circulated as money or as the notes or bills of a bank. As to notes payable to bearer. Telegraph lines. 13. The Company may construct, work and operate such and telephone line or lines of telegraph and telephone along the line of its railway and branches as may be necessary for the purposes of its undertaking. Agencies in New York. Transfer of at. 14. The directors of the Company may appoint agents London and in the city of London, England, and also in the city of New York, in the State of New York, one of the United States of America, with such powers and subject to such duties as the board of directors may think fit to impose upon them; and the said agents may open and keep books of transfer for the shares of the Company and for the issue of share certificates; and thereupon shares that have been transferred shares there from the register of shares in Canada to London or New York, or vice versa, may be transferred by the holders at the London or New York office, and vice versa, in the same manner as shares may be transferred at the Canada office; and such agents shall transmit an accurate list of all the transfers made at their offices respectively, together with the certificates surrendered to them, to the secretary or other proper officer of the Company in Canada, who shall thereupon make the requisite entries respecting such transfers and share certificates in the register kept in Canada, and thereupon the same shall be binding on the Company, as to all the rights and privileges of the shareholders, as though the share certificates had been issued by the secretary of the Company in Canada. struction extended. 15. The time for the completion of the railway is hereby Time for conextended to two years from the passing of this Act, and for the branch line of railway mentioned in section four to three years from the passing of this Act. OTTAWA: Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most CHAP. |