conditions of "The Quebec Railway Act, 1869," passed during the present session; and in case any such bridge shall be used by the public as a toll-bridge, the rates and tolls shall be fixed by the lieutenant-governor in council.

and build

4. The company may, with the consent of the lieu- Power to sotenant-governor in council, take and appropriate for the quire lands use of the said railway, but may not alienate, so much of works. the wild lands of the crown, not already granted or sold, lying along the route of the same, as also so much of the land covered with the waters of any non-navigable river, lake or stream, or of their respective beds, as may be deemed necessary for the making and completing, and more conveniently using and working the said railway, and thereon may erect such wharves, quays, inclined planes, cranes and other works as to the said company may seem meet.

5. The capital of the said company shall not exceed in Capital of the the whole (unless increased under the provisions of sub-company. section eighteen of section seven of the said "Quebec Railway Act, 1869", the sum of one hundred and twenty thousand dollars, divided into twelve thousand shares of ten dollars each, which amount shall be raised by the persons herein before named, and such other persons and such corporations and municipalities as have or may become holders of shares in the said company by subscribing to the stock thereof; and the money so raised shall be How it shall be applied in the first place to the payment of all fees, ex- applied. penses 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 residue of such money shall be applied towards making, completing, maintaining and working the said railway and other purposes of this act.

the

6. Henry Fry, Eugène Chinic. John LeMesurier, Pierre Provisional Garneau, Edouard Lemieux, Jean D. Brousseau, Jean directors. Baptiste R. Dufresne, William Baby and Henri G. Joly, Esquires, shall be and are hereby constituted a board of directors of the said company, and shall hold office as such until other directors are appointed by the shareholders under the provisions of this act, and shall have power and authority to fill up vacancies in their number from among the shareholders, to open stock books and procure subscriptions for the undertaking, to make calls upon the subscribers, to cause surveys and plans to be made and execu- Their powers. ted, to call a general meeting of shareholders for the election of other directors as hereinafter provided, and generally to

Meetings for election of

first directors.

Meetings for election of first directors.

election of subsequent directors.

do all such other acts as such board under the said Quebec Railway Act, 1869, may do.

7. When and so soon as one half part of the said capital stock has been subscribed, the said directors, or a majority of them, may call a meeting of shareholders at such time and at such place in the city of Quebec as they think proper, giving at least two weeks' notice in a newspaper or newspapers published therein in the English language, and also in a newspaper or newspapers published therein in the French language, 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 not less than seven nor more than nine directors in the manner and qualified as hereinafter provided, which said directors shall constitute a board of directors, and shall hold office until the first Tuesday in February in the year following their election.

8. On the first Tuesday in February, and on the first Tuesday in February in each year thereafter, at the princiMeetings for pal office of the company in the city of Quebec, there shall be holden a general meeting of the shareholders of the said company, at which meeting the said shareholders shall elect a like number of not less than seven nor more than nine directors for the then ensuing year, in manner and qualified as hereinafter provided; and public notice of such annual general meeting and election shall be given at least two weeks previously in a newspaper or newspapers published in the said city of Quebec in English, and also in a newspaper or newspapers published therein in French: and all elections of directors shall be by ballot, and the persons so elected, together with the ex-officio directors under the said Quebec railway act, 1869, if any, shall form the board of directors.

Quorum of directors.

Voting.

9. Three directors, in case the number of the said directors does not exceed seven, and in case it does exceed that number, five directors, shall form a quorum for the transaction of business, and the said board of directors may employ one or more of their number as a paid director or paid directors, and no person shall be elected a director unless he shall be the holder and owner of at least twenty shares in the stock of the company and shall have paid up in full all calls on the said stock.

10. In all elections of directors under this act, and in the transaction of all business at the general meetings of shareholders, each shareholder shall be entitled to as many votes

as he holds and owns shares, upon which all calls have

been paid up in full.

call.

11. Not more than two dollars per share shall be called Amount and for to be paid at any one time, nor shall any call be made a payable at any less interval than two months from the day on which the last previous call was made payable.

ments with

12. The said company and the Quebec Street Railway As to agreeCompany may enter into any agreement for the use by Quebec Street either, or both, of the railway of the other, or any part Railway Co. thereof, or of any station or car or other immoveable or moveable property of either company or of both companies, or for any service to be rendered by one of the said companies to the other, and the price or compensation to be paid therefor; or for the making of any branch or branches, siding or sidings, to facilitate a connection between the railways of the said companies; and any such agreement, executed in due form of law by both companies shall be valid and binding, and may be enforced by courts of law according to the terms and tenor thereof; and if so agreed the rolling stock of the Quebec and Gosford Railway Company, with the exception of locomotives, may run on the track of the Quebec Street Railway Company, and vice

versa.

be directors.

13. The mayor or warden of any municipal corporation Certain subscribing for stock in the said company to the amount mayors, &c. to of ten thousand dollars or upwards, shall be ex-officio one of the directors of the company, in addition to the number of directors authorized by this act, and shall have the same rights, powers and duties, as any of the directors of the

company.

acres of land.

14. The said company may from time to time purchase, Power to have, hold, take, receive, use and enjoy any immoveable purchase and property, not exceeding in the whole fourteen thousand sell, &c. 14000 acres, along the line of the said railway, or in the vicinity thereof, but separated therefrom, and if separated therefrom, then with the necessary right of way thereto, which it may please Her Majesty or any person or corporation to give, grant, sell or convey unto and to the use of the said company; and the said company may cut wood and dig earth, gravel and stones on any such land, either for their own use in the construction and keeping in order and working of the railway, or for sale, and may establish stations, sidings, branches, work-shops, woodyards and gravel pits on any such lands, and may sell firewood or timber cut on such lands, and may from time to time sell and dispose of any such lands not re

Power to issue promissory notes, &o.

quired or necessary to be retained for gravel pits, sidings, branches, wood-yards, station grounds or work-shops, or for other purposes of the said company, and may acquire other in lieu thereof.

15. The said company shall have power and authority to 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, or bill of exchange drawn, accepted or endorsed by the president or vicepresident of the board of directors of the company, with the counter-signature of the secretary-treasurer thereof, and under the authority of a majority of a quorum of the directors shall be binding on the company; and every such promissory note or bill of exchange so made, drawn, ac-cepted or endorsed shall be presumed to have been made, drawn, accepted or endorsed with proper authority until the contrary be shewn; and in no case shall it be necessary to have the seal of the company affixed to any promis-Without per- sory note or bill of exchange, nor shall the president or sonal respons- vice-president or secretary-treasurer signing or countersons signing. signing any promissory note or bill of exchange or the acceptance or endorsement of any promissory note or bill of exchange in his official capacity as such be personally or individually liable for the same unless such promissory note or bill of exchange have been made, drawn, accepted or endorsed without the sanction and authority of the board of directors as herein provided and enacted; and nothing in this section contained shall be construed as authorizing the company or its board of directors to issue promissory notes or bills of exchange payable to bearer, or intended to be circulated as money or as the notes or bills. of a bank.

bility of per

Proviso.

Power to issue debentures.

debe: tures,

16. The directors of the said company for the time being may make, execute and deliver all such scrip and share certificates, and all such bonds, debentures, obligations or other securities as to the said directors for the time being shall, from time to time, seem most expedient, for raising the necessary capital for the time being, authorized to be raised by the company or for raising any part thereof.

Nature of such 17. All bonds, debentures and other securities to be executed by the company may be payable to bearer; and all such bonds, debentures or other securities of the company, and all dividend or interest warrants thereon respectively, which shall purport to be payable to bearer, shall be assignable at law by mere delivery, and may be sued on and enforced by the respective bearers or holders

and owners thereof, for the time being, in their own

names.

be sold under

1. The directors may not sell any shares in the capital No shares to stock of the company, remaining unsubscribed for, at any par. price below par.

shares.

19. Advantage may be taken of the forfeiture of shares Forfeiture of without the same having been declared to be forfeited at a general meeting of the company assembled at any time after such forfeiture occurs, provided the same be declared to be forfeited at a meeting of the board of directors.

able goods.

20. Goods of a perishable nature detained by the com- Sale of perishpany for non-payment of freight may be sold forthwith, on the certificate of two competent and disinterested persons establishing the fact of their being perishable.

may assume

21. The provincial government may, at any time after the Government commencement of the said railway, assume the possession the railway. and property thereof, and of all the property which the said company is empowered to hold, and of all the rights and advantages vested in the company, upon giving four months' notice of the intention to assume the said railway.

paid by gov

22. In the event of such assumption the company shall Amount to be make out and submit to the provincial government a state- ernment to the ment and account in writing of all moneys expended by company. the company, and of all its ascertained liabilities, and the provincial government shall, within four months from the time of receiving such account, pay to the said company the amount of such moneys expended by the company and of such its liabilities, with interest at six per cent and with an addition of ten per cent; and the government shall also from time to time pay all such liabilities as shall be further ascertained and established against the company.

ference be

23. In case the provincial government and the company Arbitration in differ as to any claim by the latter against the former under case of dif the two next preceding sections, such difference shall be tween govreferred to two arbitrators, one to be named by each, who ernment and shall choose an umpire before entering into the consider tion company. of the difference; and in the event of the company refusing to name an arbitrator, or of any two arbitrators not agreeing in the choice of an umpire, an arbitrator or umpire, as the case may require, may be appointed by any judge of the Superior Court; and any award made by arbitrators or an umpire under this section shall be final.