Proviso. President, &c. and filling vacancies. Subscriptions of stock. Aliens may hold shares and vote. Form of conveyances of land. Time in commencing and completing the work. leasing or hiring, as lessors or lessees, any locomotives, tenders, cars or other rolling stock or moveable property, under such sanction as hereinafter mentioned; 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 railway 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 leases, agreements and arrangements shall be valid and binding, and shall be enforced by all courts of law or equity, according to the tenor and effect thereof: or 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 leases, agreements and arrangements, have been first respectively sanctioned by the majority of votes at special general meetings of the shareholders, called for the purpose of considering the same, respectively, on due notice given as provided by "The Railway Act, 1868." 19. The said Board of Directors shall elect and appoint a President and a Vice-President and the necessary officers, and fill up vacancies from time to time; but the said President and VicePresident shall be elected annually, immediately after the election of Directors, except that, for filling up a vacancy, the election may be made at any time. 20. The said Board of Directors are hereby authorized to take all necessary steps for procuring subscriptions for stock until the whole has been taken up, and to make, execute and deliver scrip and share certificates therefor, as they shall deem expedient. 21. All shareholders in the said Company, whether British subjects or aliens, or residents of Canada or elsewhere, have and shall have equal rights to hold stock in the said Company and to vote on the same, and to be eligible to office in the said Company. 22. Any deed of conveyance of land to the said Company may be in the form of schedule A. to this Act annexed; and may be enregistered at full length, upon the affidavit of one of the witnesses to the execution thereof, made before one of the officers usually authorized 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 land 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. 23. The powers given by this Act shall be exercised by the commencement of the said railway within two years after the coming into force of this Act, and its completion within five years therefrom. 24. This Act shall be known and cited as the "Lake Superior Short title. and Manitoba Railway Act." be in force 25. The foregoing sections and provisions of this Act shall have Foregoing force and effect upon, from and after the day which may be provisions to appointed for that purpose by Proclamation issued under an Order only after of the Governor in Council, and not before. SCHEDULE A. Know all men by these presents that I, A. B., (or A. B. and others), in consideration of paid to me by the Lake Superior and Manitoba Railway Company, the receipt whereof is hereby acknowledged (or in aid of the Lake Superior and Manitoba Railway Company) grant, bargain, sell and convey unto the said Lake Superior and Manitoba 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, (if any trusts or conditions attached, insert therein (if dower be released, add) and C. D. (or C. D. and others), wi of the said clamation. fro CAP. LXXVII. An Act to incorporate the Central Railway Company of Manitoba. [Assented to 14th June, 1872.] WHEREAS the persons hereinafter named have by their petition represented that in order to accommodate the Preamble great and increasing trade of the Red River Settlement, in the Province of Manitoba, with the United States, it has become necessary and desirable to construct a railway leading from the Red River, at the point where the proposed Pacific Railway will cross the same, to the United States boundary line, in the vicinity of Pembina, there to connect with the railway system of the United States; and they have petitioned to be incorporated as a Company Declaratory. Certain persons Company for the construction of such railway; and it is expedient to grant their prayer: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The Central Railway of Manitoba is hereby declared to be a work for the general advantage of Canada. 2. John Schultz, M.P., the Honorable Donald Gunn, Walter R. incorporated. Bown, John Tait and James W. Taylor, with all such other persons and corporations as shall become shareholders in the Company hereby incorporated, shall be, and are hereby constituted a body corporate and politic by the name of the "Central Railway Company of Manitoba," and shall have all the powers incident to railway corporations in general, and the powers and privileges conferred on such corporations by "The Railway Act, 1868," subject, however, to the provisions hereinafter contained. Corporate name and powers. Line of the Capital stock and shares, and applica tion thereof. in aid. 3. The said Company and their agents and servants may lay out, construct and finish a double or single iron railway, of such width or gauge as the Company see fit, from the boundary line of the United States, at or near Pembina, to Fort Garry, in the Province of Manitoba, and thence to intersect the proposed Canadian Pacific Railway at or near the point where the same may cross the Red River; and may effect a junction, or make running arrangements with such Pacific Railway, or with other railways in the said Province. 4. The capital stock of the said Company shall not exceed, in the whole, the sum of two million dollars, to be divided into twenty thousand shares, of one hundred dollars each, which amount shall be raised by the persons herein before named, and such other persons and corporations as may become shareholders in the said stock; and the money so raised shall be applied, in the first place, to the payment of all fees, expenses and disbursements for procuring the passing of this Act, and for making the surveys, plans and estimates connected with the railway; and all the rest and remainder of such money shall be applied towards making, completing and maintaining the said railway, and other purposes of this Act. Company may 5. It shall be lawful for the said Company to receive, either by receive grants grant from Government, or from any private individuals or corporations, as aid in the construction of the said railway, any vacant lands in the vicinity thereof, or any other real or personal property, or any sums of money, either as gifts, or in payment of stock; and legally to dispose of and alienate such lands or other real or personal property for the purposes of the said Company, in carrying out the provisions of this Act. Provisional and their 6. The persons hereinbefore named shall be, and are hereby constituted, a Board of Directors of the said Company, with power power to increase their number to seven, and shall hold office as such until other Directors shall be appointed, under the provisions of this Act, by the shareholders; and shall have power and authority to fill vacancies occurring therein; to open Stock Books and procure subscriptions for the undertaking; to make calls upon subscribers; to cause surveys and plans to be made and executed; to call a general meeting of Shareholders for the election of other Directors as hereinafter provided, and generally to do all such other acts as such Board under the Railway Act may lawfully do. The said Directors are hereby em- Stock books. powered to take all necessary steps for opening the stock books for the subscription of parties desirous of becoming shareholders in the said Company; and all parties subscribing to the capital stock of the said Company shall be considered proprietors and partners in the same. 7. When and so soon as fifty thousand dollars of the capital First meeting of sharestock (which capital stock shall not be less than five holders, and dred thousand dollars) shall have been subscribed as afore- election of said and paid in, the said Directors, or a majority of Directors. them, may call a meeting of the shareholders at such time and place as they shall think proper,--giving at least four weeks'notice in one or more newspapers published at Winnipeg; at which said general meeting, and at the annual general meetings in the following sections mentioned, the shareholders present, either in person or by proxy, shall elect seven Directors in the manner and qualified as hereinafter provided; which said Directors shall constitute a Board of Directors, and shall hold office till the first Tuesday in September, in the year following their election. 8. On the said first Tuesday in September, and on the first Annual Tuesday in September in each year thereafter, at the principal meeting, and general office of the said Company, there shall be held a general meeting election. of the shareholders of the Company; at which meeting the said shareholders shall elect a like number of seven Directors for the then ensuing year, in the manner and qualified as hereinafter provided; and public notice of such annual meeting and election Notice. shall be published one month before the day of the election, in one or more newspapers at Winnipeg; and the election for Direc- Ballot, tors shall be by ballot; and the persons so elected shall form the Board of Directors. Directors ard 9. A majority of the Directors shall form a quorum for the Quorum of transaction of business; and the said Board of Directors may Qualificatior. employ one or more of their number as paid Director or Directors: Provided however that no person shall be elected a Director unless he shall be the holder and owner of at least ten shares of the stock of the said Company, and shall have paid up all calls upon the stock. 10. The Directors may at any time, call upon the shareholders Calls for instalments upon each share which they, or any of them, may limited. 21 hold Company may to notes, &c. hold in the capital stock of the said Company, in such proportion as they may see fit,-no such instalment exceetling ten per cent.; and the Directors shall give one month's notice of such call in such manner as they may appoint. 11. The said Company shall have power and authority to become parties become parties to promissory notes and bills of exchange, for sums not less than one hundred dollars; and any such promissory note made or endorsed by the President or Vice-President of the Company, and countersigned by the Secretary and Treasurer of the said 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 shewn; 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 said President or Vice-President, or the Secretary and Treasurer, be individually responsible for the same, unless the said promissory notes or bills 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 this section shall be construed to authorise 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. Proviso. Power to issue debentures 12. The Directors of the said Company are hereby authorized chargeable on and empowered to issue bonds or debentures, which shall be and Railway. form a first charge on the undertaking, lands, buildings, tolls and income of the Company, or any, either or all of them, as may be expressed by the said bonds or debentures; and such bonds or debentures shall be in such form, and for such amount, and payable at such times and places as the Directors from time to time may appoint and direct. The said bonds or debentures shall be signed by the President or Vice-President, and shall have the corporate seal of the Company affixed thereto; Provided that the amount of such bonds or debentures shall not exceed fifteen thousand dollars per mile, to be issued in proportion to the length of railway under contract or to be constructed under and by virtue of this Act but no such debentures shall be for a less sum than one hundred dollars. Proviso. Arrangements with other Companies tion. Company may sell or lease Railway. 13. 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 hereby incorporated and such other chartered railway company. 14. The said Company is also authorized and empowered to contract and agree with any incorporated railway company for the |