9. A majority of the Directors shall form a quorum for the Quorum. transaction of business; and the said Board of Directors may employ one or more of their number as paid Director or Directors: Paid Director. Provided however that no person shall be elected a Director Qualification. unless he shall be the holder and owner of at least twenty shares of the stock of the said Company and shall have paid up all calls upon the said stock.

10. Any municipal council of a municipality which has given Representaa bonus in aid of the said railway or its branches amounting to tion of Muncipalities not less than ten thousand dollars shall be entitled, during the giving construction of the railway or its branches but not afterwards, bonuses, to appoint a person annually to be a Director of the Company; struction. during conand such person shall be a Director of the Company in addition to all the other Directors authorized by this Act, or by the General Railway or any other Act; but such municipality shall incur no liability by the appointment of such Director.

Director for a

11. The Mayor or other chief municipal officer of any muni- Who may be cipality subscribing towards the said undertaking a bonus of not appointed less than ten thousand dollars, or holding not less than forty shares municipality. in the stock of the Company shall be eligible to the office of Director.

12. In the election of Directors under this Act and in the Votes. transaction of all business at general meetings of shareholders, each shareholder shall be entitled to as many votes as he holds shares upon which the calls have been paid up.

13. The Directors may at any time call upon the shareholders Calls limited. for instalments upon each share, which they or any of them may hold in the capital stock of the said Company in such proportions as they may see fit, no such instalment exceeding ten per cent. ; and the Directors shall give one month's notice of such call in such manner as they may appoint.

to Promissory

14. The said Company shall have power and authority to Power to become parties to promissory notes and bills of exchange for become parties sums not less than one hundred dollars; and any such promissory Notes. note made or endorsed by the President or Vice-President of the Company, and countersigned by the Secretary and Treasurer of the Company and under the authority of a majority of a quorum, of the Directors, shall be binding on the said Company; and every such promissory note or bill of exchange so made shall be presumed to have been made with proper authority until the contrary be shown; and in no case shall it be necessary to have the seal of the said Company affixed to such promissory note or bill of exchange; nor shall the President or Vice-President or the Secretary and Treasurer be individually responsible for the same, unless the said promissory note or bill of exchange have been issued without the sanction and authority of the Board of Directors as herein provided and enacted: Provided however that nothing in Proviso.

Power to issue

debentures

the railway. When they may do so.

this section shall be construed to authorize the said 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.

15. The Directors of the said Company shall have the power chargeable on upon being duly authorized thereto by a vote of a majority of stockholders in the said Company present at any annual meeting in the month of February for the purpose of electing Directors, to issue their bonds or debentures, made and signed by the President and Vice-President of the said Company and countersigned by the Secretary and Treasurer, and under the seal of the said Company, for the purpose of raising money for prosecuting the undertaking; and such bonds or debentures shall be and be considered to be privileged claims upon the property of the said Company, and shall bear hypothèque upon the said railway without registration: Provided however that no such bonds or debentures bearing such hypothèque shall be issued until after ten per cent. of the whole capital stock of the said Company, as provided by this Act, shall have been expended in and upon the said railway; and provided also that the whole amount raised by such bonds shall not exceed one half of the capital stock of the Company, nor be in excess of the amount actually paid up on its share capital at the time of the issue of such bonds.

Proviso:

Amount limited.

Arrangements with other Companies.

Company may lease their railway, or may rent

16. The Directors of the said Company, elected by the shareholders in accordance with the provisions of this Act, shall have power and authority to enter into and conclude any arrangements with any other chartered railway company for the purpose of making any branch or branches, to facilitate a connection between the Company and such other chartered railway company.

17. The Company may enter into an agreement with any other chartered railway company for leasing to such company the said railway or any part or branch thereof, or the use thereof, at other railways. any time or times and for any period; or for leasing or hiring from such other company any railway or any part or branch thereof, or the use thereof at any time or times and for any period; or for leasing or hiring as lessors or lessees any locomotives, tenders, cars or other rolling stock or moveable property from any such company or any company or individuals; and generally to make any agreement or agreements with any such other company touching the use by one or other or by both companies of the railroad or rolling stock or moveable property of either or both or any part thereof, or touching any service to be rendered by the one company to the other and the compensation therefor; and such other railway company may agree to loan its credit to, or may subscribe to and become the owner of the whole or a part of the stock of the railway Company hereby incorporated, in like manner and with the like rights as individuals: Provided the said Agreement to leases, agreements and arrangements have been first respectively to shareholders Sanctioned by the majority of votes at a special general meeting

Proviso-

be submitted

of

of the shareholders called for the purpose of considering the same respectively, after due notice given as provided by "The Railway Act, 1878."

non-residents may vote and

18. All shareholders in the said Company, whether British Aliens and subjects or aliens or residents of Canada or elsewhere, have and shall have equal rights to hold stock in the said Company and to hold office. vote on the same, and to be eligible to office in the said Company.

conveyance

19. Any deed of conveyance of land to the said Company Form of may be in the form of Schedule A. to this Act annexed, and may co be registered at full length upon the affidavit of one of the witnesses to the execution thereof made before the officers usually authorised to receive the same; and a deed in such form or in words of like import shall be a legal and valid conveyance of the lands and immoveables therein mentioned to all intents and purposes, and the registration thereof shall be of the same effect as if such deed were executed before a notary.

20. The powers given by this Act shall be exercised by the Time for commencement of the said railway within three years after the passing of this Act and its completion within seven years there- completion

from.

21. This Act shall be known and cited as Frontier Railway Act."

commencement and

limited.

SCHEDULE A.

FORM OF DEED OF SALE.

Know all men by these presents, that I, A.B., of do hereby, in consideration of paid to me by The Quebec Frontier Railway Company, the receipt whereof is hereby acknowledged, grant, bargain, sell and convey unto the said Quebec Frontier Railway Company, their successors and assigns, all that tract or parcel of land (describe the land), to have and to hold the said land and premises unto the said Company, their successors and assigns for ever.

Preamble.

Incorporation.

Corporate name and general powers.

Capital and shares.

Proviso.

Object and

company.

CAP. LXXXII.

An Act to incorporate The Canadian Railway Equipment
Company.

[Assented to 14th June, 1872]

HEREAS, Sir Hugh Allan, Edwin H. King, George Stephen, Sir Alexander T. Galt, Robert J. Reekie, Thomas W. Ritchie, all of the City of Montreal, and Donald A. Smith, of Fort Garry in the Province of Manitoba, have by their Petition prayed for an Act of incorporation under the name of "The Canadian Railway Equipment Company" for the purpose of buying, manufacturing, erecting, selling and leasing locomotive engines and machinery, rolling stock, stations, storehouses, elevators, workshops and other buildings and erections used and required by railway companies, and for the powers necessary to carry out the undertaking; 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. The said Sir Hugh Allan, Edwin H. King, George Stephen, Sir Alexander T. Galt, Robert J. Reekie, Thomas W. Ritchie and Donald A. Smith, and such other persons as shall become shareholders in the Company hereby incorporated shall be and they are hereby constituted a body politic and corporate by the name of "The Canadian Railway Equipment Company," and by that name shall have perpetual succession and a common seal, with power to break and alter the same at pleasure, and by that name may sue and be sued, plead and be impleaded in all courts whatsoever.

2. The capital stock of the Company shall be four million dollars, divided into forty thousand shares of one hundred dollars each, and may be increased by an amount not exceeding two million dollars, in the manner hereinafter provided: Provided that stock to the amount of not less than one million dollars shall be subscribed, and not less than one hundred thousand dollars paid in before the Company shall go into operation.

3. The Company may buy and manufacture or either, at any business of the point or points in the Dominion of Canada they think best, locomotives and other steam engines; also all kinds of machinery and appliances used by railway companies; also railway cars and all other kinds of rolling stock used on railways, in connection with their works; and the Company may sell or lease any of such property in this section mentioned to any person, railway company or corporation whatsoever; and in each and every case of a sale or lease the terms thereof as to payment of purchase money, and the interest to be paid thereon, or the rental and the times and mole

of

of payment thereof, as the case may be, may be such as the Company and the railway company or person making any such purchase or taking any such lease may fix and agree upon.

4. The Company shall have power from time to time to pur- Company may acquire real chase any real estate in any part of Canada which they may property for think necessary for their business; and as often as any property so their own use. acquired ceases to be necessary for the purposes of the Company they shall sell or otherwise dispose thereof. The Company may also, from time to time and as their business may require, purchase, lease or build any workshops, machinery or other works and appliances, in any part of Canada which the Company may think proper for their purposes or for the exercise of the powers by this Act conferred; and the same or any part of them, when the Company find it expedient, shall be sold or otherwise disposed of.

arrange

Arrangemer ta may be made

and others for

5. The Company shall also have the right to enter into ments with any railway company or person for the construction of with railway any station or stations, warehouses, workshops, elevators or other Companies, buildings or erections required by any such railway company or the construcperson for the purposes of their or his business; and the Company tion of works, incorporated by this Act shall, for their outlay and services, have buildings, &c. the right to take security by way of mortgage or hypothec upon the lands and tenements upon which said works may be erected or said machinery placed, or either, and on the said works and machinery; which security may be for the payment of a fixed annual sum, payable in such payments, and at such times, and for such period, and in such manner as may be agreed upon, and for the redemption or discharge of the said property at the times and in the manner in the said mortgage or hypotbec mentioned, by the payment of the sum or sums of money in and by such mortgage or hypothec agreed on for that purpose: or the Company may arrange for and take a transfer or conveyance to them of the lands upon which any of the said works may be agreed to be erected, and may lease the said lands so transferred or conveyed with the said works thereon to the railway company or person for whom the said works may be made or constructed, at such rental as may have been agreed upon; and such lease may contain such conditions and stipulations as the parties thereto may agree upon, to secure the due payment of the said rental, and may also provide for the. right, to the railway company or person taking said lease, to a conveyance or re-conveyance, as the case may be, of the property so leased, upon the payment of such sum or sums of money at such times and in such manner and on such conditions as the said parties may agree upon, and as they may consider most to their convenience.

6. Engines, rolling stock or other moveable property, either Company to have priority sold or leased by the Company incorporated by this Act, shall not of claim on be subject to any mortgage or execution or to any lien or liability moveable whatsoever upon any mortgage or lien given or created before or old or leased after by them.

property,