a quorum of the Directors, is and shall be binding upon the said Company, and every XV. And be it enacted, That it shall be lawful for the Directors, (if authorized by any General Meeting of the Shareholders to be called for the purpose), to enter into and make any arrangement with the Directors of any other Rail-way Company, now or hereafter to be chartered in any part of this Province, more particularly with the Company of any Rail-way extending from Kingston to Montreal, for the union, junction, amalgamation or purchase of any Rail-way or Rail-way Company, by mutual agreement with such Company; and the Capital Stock of any Companies so united shall become the Capital Stock of the Companies so united, and be controlled and managed as such, independently of all other increase of Stock authorized by this Act. XVI. And be it enacted, That the Guage of the said Rail-way shall not be broader or narrower than five feet six inches. Company may unite, &c. with other Rail ways. As to the Guage. The company empowered to take land for the purposes of the covered with water said Rail-way. XVII. And be it enacted, That it shall and may be lawful for the said Company to take and appropriate, for the use of the said Rail-way, so much of the land covered with the waters of any river, stream or canal, or of their respective beds, as may be found necessary, for the making and completing, or more conveniently using the same, and thereon to erect such wharves, quays, inclined planes, cranes and other works, as to the Company shall seem meet; Provided always, that it shall not be lawful for the Proviso. said Company to cause any obstruction in or to impede the free navigation of any river, stream or canal to or across which their Rail-way shall be carried; and if the said Rail-way shall be carried across any navigable river or canal, the said Company shall leave such openings between the piers of their bridge or viaduct over the same, and shall construct such draw-bridge or swing-bridge over the channel of the river or canal, and shall be subject to such regulations with regard to the opening of such draw-bridge or swing-bridge, for the passage of vessels and rafts, as the Governor in Council shall direct and make from time to time; nor shall it be lawful for the said Company to construct any wharf, bridge, pier or other work, upon the public beach or bed of any navigable river or stream, or upon the lands covered with the waters thereof, until they shall have submitted the plan of such work to the Governor in Council, nor until the same shall have been approved by him in Council as aforesaid. XVIII. And be it enacted, That by any Regulations to be made by the Governor in Council, touching any such draw-bridge or swing-bridge as aforesaid, penalties not exceeding Ten Pounds in any case may be imposed for the contravention thereof, and such penalities shall be recoverable from the said Company or from any of their Officers or Servants by whom the Regulations shall have been contravened. XIX. And be it enacted, That the Provincial Government may at any time after the commencement of the said Rail-way assume the possession and property thereof, and of all the property which the said Company is empowered to hold and shall then have, and of all the rights, privileges and advantages vested in the said Company; all of which shall, after such assumption, be vested in Her Majesty, on the said Government giving to the Company six months' notice of the intention to assume the same. As to penalties for contravening the regulations to be made draw-bridge, &c, with regard to any Government may as sume the possession and property of the Rail-ways, &c. Notice to be given. Sums to be paid to XX. And be it enacted, That the said Government shall, within six months after the Company shall render an account in writing to the amount of money expended by the the Company, &c., on the said property. Proviso. government assuming said Company, and all their then ascertained liabilities, up to the time of such assumption, pay to the said Company the whole amount of the money so expended, and of the liabilities so ascertained, together with interest at the rate of six per cent. and ten per cent. additional thereon after deducting the amount of any dividends before then declared, and the said Government shall also from time to time pay and discharge all liabilities of the Company not ascertained at the time of such assumption as the same shall be established against the said Company. Provided always, that in case of a difference between the Government and the Company as to the amount so to be paid by the Government, such difference shall be referred to two Arbitrators, one to be named by the Government, the other by the Company; and in case of disagreement, such difference shall be referred to an Umpire to be chosen by the said Arbitrators before entering into the consideration of the said difference, and that the said award so made by the Arbitrators or the Umpire shall be final; and provided also that in case of refusal by the Company to appoint an Arbitrator on their behalf, the same shall be appointed by any two of the Judges of either of the Superior Courts of Common Law for Upper Canada on application of the Government. Proviso When and how this Act shall come into force. XXI. And be it enacted, That this Act shall be in force so as to enable the said Company to enter upon lands, to make all necessary surveys for the construction of the said Rail-way, from the time that the same shall receive the Royal Assent, but not for any other purpose, until the Governor shall issue a Proclamation declaring it to be in force. SCHEDULE A. FORM OF CONVEYANCE. Know all men by these presents, that I, A. B., of do hereby, in consideration of (here state the purchase-money), paid to me by the Kingston and Toronto Rail-way Company, the receipt whereof is hereby acknowledged, grant, bargain, sell, convey and confirm, unto the said Kingston and Toronto Rail-way Company, their successors and assigns, for ever, all that certain tract or parcel of land situate (here describe the land), the same having been selected and laid out by the said Company for the purposes of their Road: To have and to hold the said land and premises, together with the hereditaments and appurtenances thereto, to the said Kingston and Toronto Rail-way Company, their successors and assigns, for ever. Preamble, 13 & 14 Vict, c. 132. Special meetings of shareholders how called, An Act to amend the Act incorporating the Bytown and Prescott Rail-way Company. W [ 30th August, 1851.] HEREAS it is necessary to amend the Act passed in the Session held in the thirteenth and fourteenth years of Her Majesty's Reign, and intituled, An Act for the incorporation of a Company to construct a Rail-road between Bytown and Prescott: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, That it shall be lawful for any fifteen persons, together owning Stock in the Bytown and Prescott Prescott Rail-way Company to an amount of not less than two hundred Shares, at any time to call a Special Meeting of the Shareholders of the said Company, and that thirty days' notice of such Special Meeting shall be given in one newspaper in Bytown, and in one newspaper in Montreal, and in one newspaper in Prescott, if a newspaper be published there, or in such manner as the Directors may have appointed by By-law; and such Special Meeting of Shareholders may be held in Bytown, Kemptville or Prescott, according as those who call the meeting may think proper, and the notice calling such Special Meeting shall state the time and place at which the same shall be held, and the purpose for which it is required, and no business other than that named in such notice shall be transacted at any such Special Meeting of Shareholders. General meeting II. And be it enacted, That the Annual General Meeting of Shareholders, held at the office of the Company in the Town of Bytown, on Wednesday, the twenty-first day held on 21st May, of May, one thousand eight hundred and fifty-one, under a By-law passed by the Board 1851, confirmed. of Directors, is hereby declared to be, and to have been legal and valid to all intents and purposes, as if the same had been held under a By-law passed by the Shareholders at their first General Meeting, and all the proceedings at the said Annual General Meeting, as well the election of Directors as all other proceedings, are hereby declared legal and valid. Directors to fix pe neral meetings. III. And be it enacted, That hereafter the Directors of the said Company shall be elected on the second Monday in the month of May in each year, at such hour of the riods for annnal geday and place as shall be appointed by the Directors of the previous year; and public notice of such Annual Election shall be published one month before the day of election in the Canada Gazette, and also fifteen days before the election in one newspaper in each Town, County, or City on the line of road; and that so much of section thirtyseven of the Act first above recited, as relates to the holding of Annual General Meetings, is hereby repealed. Directors to fix tolls, IV. And be it enacted, That it is and shall be lawful for the President and Directors of the said Company, from time to time to fix, regulate and receive the Tolls and &c. Charges to be received for the transmission of property or persons on the Bytown and Prescott Rail-road, subject always to the provision in the said Act made, as to the confirmation by the Governor of any By-law imposing or regulating such Tolls. V. And be it declared and enacted, That any Shareholder in the said Company, Aliens may vote and whether a British subject or alien, or a resident in Canada or elsewhere, has and shall be Directors, &c. have equal rights to hold Stock in the said Company, to vote on the same, and be eligible to office in the said Company. VI. And be it enacted, That if in case of accident, negligence of Officers, or any other cause, no Annual General Meeting of Shareholders should be held, nor election of Directors made, as required by the Act incorporating the said Company, or by this Act, then in such case the Corporation of the said Company shall not for that cause be deemed to be dissolved, but it shall and may be lawful on any day to hold a General Meeting of Shareholders, notice being given in like manner as for Special Meetings of Shareholders, and to make an election of Directors, in such manner as shall have been regulated by the By-laws and Regulations of the said Company. VII. And be it enacted, That it is and shall be lawful for the Mayor and Town Council of the Town of Bytown, or for any other Municipal Corporation in this Province, to lend any sum of money, or to guarantee and become security for the payment of any sum of money borrowed by the said Bytown and Prescott Rail-way Company, after the first day of July, one thousand eight hundred and fifty-one, from any other Corporation, or Company, or party, or to endorse or guarantee the payment of any Debentures to be issued by the said Company, for money borrowed by them after the said day: Provided always, that nothing herein contained shall be construed to increase the total amount of the Capital Stock which the said Company is now authorized by law to raise, or the total amount of money which it is now authorized to borrow. Failure to hold meetings or elections not to operate dissolu tion of Company, Corporation of By town and other Mumoney, &c, to the Company. nicipalities may lend Proviso, Such Corporation may levy money to meet engagements so contracted. And issue debentures. Proviso: in what manner and by what majority the By-law authorizing the loan, &c., must be passed, Form of debentures issued by any Corporation. Warden, &c of Corporations subscribing £5,000, to be a Di rector. Proviso. Parties not having paid up, not to vote. Scale of votes. Effect of certain copies of minutes, &c., as evidence, VIII. And be it enacted, That the Municipal Corporation of any County, Town, Township or Village, who shall lend or guarantee the payment of any sum of money under this Act, have, and shall have, full power and authority to cause to be assessed and levied, from time to time, upon the whole rateable property of such County, City, Town, Township or Village, sufficient sums to enable them to discharge the obligations and engagements which they shall have contracted as aforesaid, and also for the like purpose to issue Debentures payable at such times and for such sums respectively, not less than Twenty-five Pounds, as they may think proper: Provided always, that no Municipal Corporation shall incur any such debt or liability as aforesaid, unless and until a By-law to that effect shall have been duly made and adopted with the consent first had and obtained of a majority of the qualified electors of the Municipality, to be ascertained in such manner as shall be determined by the said By-law after public advertisement thereof, containing a copy of such proposed By-law, inserted at least four times in each newspaper printed within the limits of the Municipality, or if none be printed therein, then in some one or more newspapers printed in the nearest City or Town thereto, and circulated therein. IX. And be it enacted, That any Debenture which any Corporation may have issued or may hereafter issue, under the Act first above cited incorporating the said Bytown and Prescott Rail-way Company, or under this Act, in payment of Stock subscribed by such Corporation in the Bytown and Prescott Rail-road, or which any such Corporation shall endorse or guarantee for the said Company, shall be valid and binding upon such Corporation, if signed or endorsed or countersigned by such Officer or Person, and in such manner and form as shall be or has been directed by any By-law of the Corporation; and it shall not be necessary that it be under the Seal of the Corporation, or that any further form be observed with regard to it, than such as shall be or has been directed in such By-law as aforesaid. X. And be it enacted, That the Warden, Mayor or Town-Reeve, being the Head of any Municipal Corporation subscribing for and holding Shares in the Stock of the said Company, to the amount of Five Thousand Pounds or upwards, shall be ex officio one of the Directors of the said Company in addition to the Directors elected by the Shareholders pursuant to the Act incorporating the Company, and shall have the same rights, powers and duties as any of the other Directors of the said Company: Provided always, that any such Municipal Corporation whose Warden, Mayor or Town-Reeve shall be ex officio such Director as aforesaid, shall not vote or be entitled to vote in or for the election of the other Directors aforesaid elected by the Shareholders. XI. And be it enacted, That no party or parties shall be entitled to vote at the Meetings of Shareholders who shall not have paid up all the calls due upon his, her or their Stock, or the Stock upon which such party claims to vote, at least eighteen hours before the hour appointed for any such meeting. XII. And be it enacted, That any party or parties holding Stock in the said Company to the amount of one hundred Shares, or any amount less than one hundred Shares, shall at the meetings of Shareholders, have one Vote for each Share; and for any amount over one hundred Shares, and not over six hundred Shares, one Vote to two Shares; and for any amount over six hundred, and not over fifteen hundred Shares, one Vote to three Shares; and for any amount exceeding fifteen hundred Shares, one Vote to four Shares. XIII. And be it enacted, That copies of the Minutes of Proceedings and Resolves of the Proprietors of Shares of the Capital Stock of the said Company, at any General or Special Meeting of Shareholders, and of Minutes of Proceedings and Resolves of the Directors at their meetings, extracted from the Book of Proceedings, or Books kept by Notices by Secretary. the Secretary of the Company, and by him certified to be true copies, extracted from such Book or Books, shall be prima facie evidence of such Proceedings and Resolves in all Courts of Civil Jurisdiction; and all notices given by the Secretary of the Company, by order of the Directors, shall be deemed notices by the said Directors and Company. XIV. And be it enacted, That so much of the Act first above cited incorporating Inconsistent enactthe said Company, as may be inconsistent with this Act, shall be and is hereby ments repealed. repealed. XV. And be it enacted, That this Act shall be a Public Act. Public Act. CAP. CXLVIII. An Act for incorporating The Toronto and Guelph Rail-way Company. WHE [ 30th August, 1851. ] HEREAS the persons hereinafter mentioned, together with others, have, among other things, petitioned for the revival of the Act passed in the Session held in the tenth and eleventh years of Her Majesty's Reign, and intituled, An Act for incorporating the Toronto and Goderich Rail-way Company; And whereas it is expedient in part to grant the prayer of the said Petitioners in so far as to incorporate a Company to construct a Rail-way from the City of Toronto to the Town of Guelph, under the provisions of the Rail-way Clauses Consolidation Act: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, That from and after the passing of this Act, John Arnold, John G. Bowes, A. M. Clark, William Clarke, James Colton, John Fiskin, William Charles Gwynne, George Herrick, James Hodgert, John Holmes, William P. Howland, Samuel Peters Jarvis, John McDonald, Samuel Smith, John Smith, James McGill Strachan, James Webster, Ezekiel F. Whittemore, Frederick Widder, and George Wright, Esquires, together with every person who has already under the provisions of the first above recited Act become a subscriber to, or has agreed to become a Shareholder in the Rail-way by the said Act authorized to be constructed, and who shall, within three months from and after the passing of this Act, express his desire, in writing, addressed and delivered to the Secretary or to the Directors, or to any of the Directors of the Company hereinafter named, to have the amount, or any part of the amount so by him subscribed for the purposes of the said Act, transferred to the purpose of constructing the work in this clause mentioned, and also together with such other Persons, Corporations, or Corporation, as shall, after the passing of this Act, become Subscribers to and Shareholders in the Rail-way in this clause mentioned; and their several and respective successors, executors, administrators and assigns, shall be, and they are hereby declared to be united into a Company for making and maintaining, and they are hereby authorized and empowered to make and maintain, a Double or Single Line of Rail-way, with the other works necessary therefor, extending from the waters of Lake Ontario, within the limits of the City of Toronto to the Town of Guelph, in the County of Waterloo, and for that purpose shall be one Body Corporate, by the name and style of "The Toronto and Guelph Rail-way Company," and by that name and style shall have perpetual succession, and shall have a Common Seal, and by that name shall and may sue and be sued. Preamble, Name of " The Toronto and Guelph Rail-road Company." Western Extension Payments made before Act. II. And be it enacted, That all persons who, prior to the passing of this Act, have made any payments in respect of the Shares by them subscribed for in the said Toronto the passing of this and Goderich Rail-way Company, shall be entitled to receive credit therefor upon such Stock as they shall respectively transfer as aforesaid, under the provisions of this Act, in the same manner as they would have been entitled to such credit upon the Stock by them respectively subscribed for in the said Toronto and Goderich Rail-way Company. III. And be it enacted, That it shall and may be lawful for the said Toronto and Guelph Rail-way Company, to raise and contribute among themselves, in such proportions as to them shall seem meet, a competent sum of money for the completion of the said Rail-way Capital £250,000 divided into shares of five pounds each. |