Quorum of di rectors. Form of deeds of land. Book to be gistrars. 9. Three directors shall form a quorum for the trans action of business, and no shareholder shall be elected a director of the said railway company, unless he be the holder and owner of at least ten shares in the capital stock of the said company, and have paid up all the calls upon the said shares. 10. All deeds and conveyances of lands to the said company for the purposes of this act, in so far as circumstances will admit, may be in the form of the schedule A, to this act subjoined, or in any other form of the like effect; and supplied to re for the purpose of due enregistration of the same, all regis trars, in their respective counties, shall be provided, by and at the expense of the said company, with a book containing copies of the form given in the said schedule A, a copy to be printed on each page, leaving the necessary blanks for each conveyance; and upon production of the said deeds and the proof of the due execution thereof, they shall enter and register them without any memorial thereof in the said book, and shall enter a minute of such enFees of regis registration on the said deeds; and the registrars shall receive, for all fees on such enregistration, fifty cents and no more, and such enregistration shall be deemed to be valid in law, any act or provision to the contrary notwithstanding. trars. Power of di bonds. 11. The directors of the said company, upon being duly rectors to issue authorized thereto by the holders of two-thirds of the shares of the said company, present at any annual meeting in the month of March for the election of directors, or at any special meeting' called for that purpose, whereof fifteen days notice shall have been given in both languages in one or more newspapers published in the city of Montreal. or according to the act 38 Victoria, chapter 40, at which meeting the shareholders residing in foreign parts, notified of such meeting in the manner prescribed for such share holders in section 8, hereinabove set forth, may be repre sented by proxy or transmit their vote by registered letter, directed to the president of the said company, which said vote shall be counted and acknowledged, as if it had been given in person, shall have power to issue their bonds, made and signed by the president and the 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 required for the undertaking; and such bonds shall be considered to be privileged claims upon the property of the said company, and shall bear hypothec upon the said railway, without enregistration; provided Method of issue. Their effect. Proviso. that the whole amount raised by such bonds shall not exceed one hundred and fifty thousand dollars. 12. The said company shall have power and authority to Power of combecome a party to promissory notes and bills of exchange, bills and notes, pany to sign for sums not less than one hundred dollars; and any pro- &c. missory note endorsed by the president or the vice-president of the said company and countersigned by the secretary and treasurer, authorized by a quorum of the board of 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 duly made under the necessary authority until proof to the contrary, and it shall not be necessary, in any case, to affix the seal of the Seal not necessaid company on such promissory note or bill of exchange; neither shall the president, nor vice-president, secretary Officers not or treasurer of the said company be held individually responsible. responsible for the same, unless such promissory note or bill of exchange have been issued without the authority of the board of directors, as hereby provided and enacted. sary. personally ceased direc tors. 13. The directors, or the majority of them, may, from Replacing de time to time, replace one or more directors deceased or refusing to act as a director, by choosing, among the shareholders, one or more persons, holders and owners of a sufficient number of shares to qualify them to act as directors as above mentioned; and the said directors so named, shall hold office until the next general meeting in March following. for leasing 14. It shall be lawful for the said company to enter into Power to make any agreement with any other railway company, for the arrangements location of the said railway, in whole or in part, or for the of road, &c. use of the said railway, at any time or for any period of time to such other company, or for the hiring from such other company, any railway or a part thereof or the use thereof; or for the leasing or hiring of any locomotive, tenders, or other moveable property, and generally to make any agreement or agreements with any other company, touching the use, by one or the other or by both companies, of the moveable property of either or both, in whole or in part, or touching any service to be rendered by the one company to any other and the compensation therefor; and any such agreement shall be valid and binding and shall be enforced by courts of law, according to the form and tenor thereof. 15. The said railway shall be commenced bonâ fide within Commencetwo years and a-half, and completed within five years from ment of road. the passing of this Act, and shall be subject to the provisions of the said Quebec Railway Act, 1869, and the Acts amend ing the same. SCHEDULE A. DEED OF SALE. Know all men by these presents that I, A.B., of in the County of for and in to me paid by consideration of the sum of Preamble. Persons incorporated. CAP. LIII. An Act to incorporate "The St. Johns and Sorel Railway [Assented to 24th July, 1880.] HEREAS the construction of a railway as hereinafter set forth, would be a great advantage for that portion of the Province through which it would pass, and the neighborhood thereof; and whereas a petition has been presented, praying for the passing of an Act to incorporate a company authorized to construct the same, and it is expedient to grant the prayer of such petition: Therefore, Her Majesty, by and with the advice and consent of the Legislature of Quebec, enacts as follows: 1. Duncan Macdonald, Edgar R. Smith, Charles Arpin Joseph Pierre Carreau and Alexander Macdonald, together with such other persons and corporations as may become shareholders of the company hereby incorporated, shall be and are hereby constituted a body politic and corporate, Name of corunder the name of "The St. Johns and Sorel Railway poration. Company," and the words "the company" wherever used Incorporation. in this Act, shall mean the St. Johns and Sorel Railway Company hereby incorporated. 2. The company shall have full power and authority to General locate, construct, and complete and work a railway from powers. a point in the town of St. Johns, to a point opposite the town of Sorel, along the western bank of the Richelieu river, to cross any other line of railway which it may meet, and to build any bridge required over any watercourse or river. &o. 3. The company, moreover, shall have power to acquire Power to ac steam or other ferry boats to cross the Richelieu river, and quire steamers to construct wharves, workshops and machine shops at such points on its banks as the company may deem advisable. 4. This company may acquire the land necessary for the Lands &c., foconstruction of its road, stations, and other dependencies, certain purpo and all rolling stock necessary and useful for the working ". of its road. It shall, moreover, have the right to acquire lands for the erection of freight sheds, store houses and all other buildings required for its use, and to sell and convey the same in whole or in part. 5. The persons named in the first section of this act with Permanent dipower to add to their number, shall and are hereby consti-rectors. tuted the provisional directors of the company, and four of them shall be a quorum; they shall remain in office until the first election of directors which shall be held under this act; and such provisional directors shall have power Their powers forthwith, to open stock-books and obtain subscriptions to and duties. the capital stock of the undertaking; and so soon as they shall have obtained sufficient subscriptions to the capital stock, as hereinafter provided, they shall call a meeting of the shareholders of the company for the election of directors. 6. The capital stock of the company shall be one million Capital stock • dollars, and it shall be divided into shares of one hundred dollars each, but it may be increased, from time to time, by a vote of the majority in amount of the shareholders, present in person or represented by proxy, at any meeting, specially called for that purpose, to an amount not exceeding two million dollars. Power to receive aid. General meet rectors. 7. It shall be lawful for the company to receive from private individuals or municipal or other corporations, for the purpose of aiding the construction of the said railway, any vacant lots or other real estate or moveable property, or any sums of money, as a gift or in the shape of a bonus or in payment of shares, and legally to dispose of the same, and to alienate such lands and other moveable and immoveable property for the purposes of the company. 8. So soon as an amount of fifty thousand dollars of the ing to elect di- capital stock of the company shall have been subscribed, and ten per cent thereof paid up, the provisional directors shall call a general meeting of the subscribers to the capital stock, in the town of St. Johns, for the purpose of electing the directors of the company, whose number shall not exNotice to be ceed seven; notice of such meeting shall be published during four consecutive weeks, as well in the Quebec Official Gazette, as in all other papers indicated by the provisional directors. given. Election of directors. Quorum. Subsequent 9. At such general meeting, the subscribers assembled, who shall have paid up ten per cent of their subscriptions, shall personally or through their proxies, elect the directors of the company, five of whom shall form a quorum; and they may pass such by-laws and regulations as they may deem necessary, provided they be not contrary to law. 10. Every annual or other general meeting thereafter annual meet- shall be convened at the time and place and in the manner prescribed by the said by-laws and regulations. ings. Persons eligi 11. No person shall be chosen or appointed director an ble as direc-less he hold, in his own right, at least fifty shares in the capital stock of the said company, and have paid up all calls on such shares. tors, Power to issue bonds. Proviso. 12. The directors of the company are hereby authorized to issue bonds, bearing the seal of the company and signed by the president or other presiding officer and countersigned by the secretary; and such bonds may be made payable in such manner, at such places in Canada or elsewhere, and shall bear such rate of interest as the directors may deem advisable; and the directors shall have power to issue and sell or pledge all or any of such bonds, at the prices and on the terms and conditions as they may deem fit, for the purpose of raising the amount necessary for the carrying out of the undertaking; provided the amount of such bonds so issued, does not exceed eight thousand dollars per mile, |