When munici pay their instalments. of the shares, but not otherwise, subscribe or otherwise. purchase and hold any number of shares in the capital stock of the said company, and may divest themselves thereof by transfer in the form hereinafter provided. 12. Whenever any municipality interested in the said palities may be required to railway shall take shares in the said company or lend moneys thereto on mortgage under the terms of the Quebec railway act, 1869, such municipality shall not be bound to pay any instalment required by the directors of the company until the works of the said company shall have been commenced within the limits of the said municipality. Provisional directors. Meeting for election of directors. 13. The said Robert J. Reekie, Duncan Macdonald, Peter S. Murphy, David Pelletier, Charles J. Coursol, Louis Beaubien, Charles Legge, Godfroi Laviolette, E. Lefebvre de Bellefeuille, are hereby constituted and appointed the first directors of the company, and until others shall be appointed as hereinafter prescribed, they shall constitute the board of directors of the said company, with power to fill any vacancies that may occur therein, to open stock books and make a call on the shares therein subscribed, to call a meeting of subscribers for the election of directors in the manner hereinafter provided and with all such other powers as. by the Quebec railway act, 1869, and the act thirty-first Victoria chapter twenty-four of the statutes of Quebec, are conferred upon such board of directors. 14. When and so soon as one hundred thousand dollars of the said capital stock shall have been subscribed, the company may enter upon its duties; and it shall be lawful for the said directors, or a majority of them, to call the general meeting of the shareholders at such place and time as they shall think proper, giving at least thirty days' public notice of the same in the Quebec Official Gazette, and also a previous notice not less than fifteen days in two newspapers published in the city of Montreal,-one in the French language and the other in the English language, and at such meeting, such number of the directors as shall be fixed by a by-law of the company shall be elected to act until the annual general meeting, and until their successors shall have been apHow corpora- pointed; and at each such meeting any municipal or other tions may act corporation holding shares in the said company to the amount of five thousand dollars or more, and not being in arrears for any calls on their shares, may act at such election as any other shareholder, and shall be each represented at such meeting by some one person authorized by them for such purposes. at such meetings. election of 15. The annual general meetings shall be held on the Meetings for first Thursday of June each year after the first meeting subsequent hereinabove mentioned, or on such a day and at such directors. place as shall be appointed by any by-law, and at such meeting the shareholders there present shall, in manner hereinafter mentioned, elect such number of directors as shall have been prescribed by the by-laws of the company, which number shall not be less than five nor more than nine, and notice of such annual meeting shall be published one month previously in the Quebec Official Gazette, or in any other manner that may be prescribed by the by-laws of the company. of directors. 16. No person shall be chosen or appointed director Qualification unless he hold, in his own name and right, shares in the capital stock of the said company to the amount of two thousand dollars, and have paid up all calls on such shares. directors. 17. Three of the said directors shall form a quorum for Quorum of the transaction of business; and the said directors shall choose among themselves a president and a vice-president, and may employ one of their number as managing director, who may have a salary to be determined by the board of directors. directors. 18. The directors shall have all the powers mentioned Powers of in the statute thirty-first Victoria chapter twenty-four, of the province of Quebec. 19. Municipal corporations subscribing for stock in the Corporations how represent capital stock of the said company shall be represented by ed. the mayor and warden of such corporations for the time being, or by such persons as may be specially appointed by each municipality, according to a by-law for that purpose. 20. Each shareholder shall be entitled to a number of Voting. votes equal to the number of shares he shall have had in his own name at least two weeks prior to the time of voting; provided 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 or their stock, at least eighteen hours before the hour appointed for such meeting. 21. It shall be lawful for the directors of the said com- Directors to fix rate of pany, from time to time, to fix, regulate and receive the charges. tolls and charges to be received for the transmission of Detention of payment of charges. property or persons on the said railway, subject always to the approval of the lieutenant-governor in council, and to be published in the Quebec Official Gazette. 22. In the case of refusal or neglect to pay the toll or goods for non- freight due to the said company on any goods, the said company shall have the power to detain the same until payment of such toll or freight be made, and in the meantime such goods shall be at the risk of the owner; and if such goods be of a perishable nature, the said company shall have the right to sell the same forthwith on the certificate of two competent persons establishing the fact of Sale of perish- their being so perishable; and if such goods be not of a perishable nature, and shall remain unclaimed for a period of twelve months, it shall be lawful for the said company, after giving one month's notice in two newspapers, one in the French language and the other in the English language, published at or nearest the locality where such goods may be, to dispose of the same by public auction, and to hand over to the owner the produce of such sale if he shall claim the same, after the deduction of the said tolls and freight and of the expenses incident to any such sale. able goods. Power to issue promissory notes. 23. The said company shall have power 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, and any such bill of exchange drawn, accepted or endorsed by the president or the vicepresident of the company, and countersigned by the secretary and treasurer, and under the authority of a majority of a quorum of the directors, shall be binding upon the said company; and every such promissory note or bill of exchange so made, drawn, accepted or endorsed by the president or vice-president of the said company, and countersigned by the secretary and treasurer as such, after the passing of this act, shall be presumed to have been properly made, drawn, accepted or endorsed, as the case may be, for the company, until the contrary be shown; and in no case shall it be necessary to have the seal of the company affixed to any such promissory note or bill of Without in exchange ; nor shall the president, vice-president or ity of persons secretary and treasurer of the company so making, drawing, accepting or endorsing any such promissory note or bill of exchange be thereby subjected individually to any liability whatever. vidual liabil signing. Form of debentures. 24. In the borrowing of moneys by way of loan, the debentures of the said company shall and may be in the form contained in the schedule B annexed to this act, or registration any other form similar thereto, and need not be before a notary, and shall have the effect of creating a hypothec Hypotheo. and mortgage upon the said railway and the lands and property thereof, and the registration at full length of a debenture (without the interest coupons thereto attached), Effect of in the said form in the registry office for the counties in thereof. which part of the said railway may lie, which said registration for the purposes of this act and of the loan to be made in virtue thereof, shall be held and deemed to be a special registration of the said railway and of all the lands and property thereof, in each county or locality through which such railway may pass or lie, shall perfect the hypothec and mortgage created by such debenture as regards all parties whatsoever, and the debenture and hypothec and mortgage thereby created shall be to all intents and purposes binding upon the said company in favor of the holder of the debenture, and have the effect of mortgaging and charging all the lands and property of the said company without any other more formal or particular description, but the description in the said schedule B shall be held to comprehend all the lands and tenements of the said company, all wharves and buildings of every nature thereon, and, in short, all the immoveable estate. belonging to the said company, including the rails and iron thereto affixed, any law or usage to the contrary notwithstanding. debentures. 25. If after the registration in the registry office of the Cancelling said county of a debenture of the said company creating a mortgage and hypothec, such debenture shall be presented at the said registry office with the word cancelled and the signature of the president, or other duly authorized director of the said company, or of the secretary and treasurer of the said company, written across the face of the said debenture, the registrar or his deputy, on receiving the fee of twenty-five cents in that behalf, and on proof of the cancellation by the oath of one credible witness (which oath the registrar or his deputy is hereby authorized to administer), shall forthwith make an entry in the margin of the register against the registry of such debenture, to the effect that the same has been cancelled, adding to such entry the date thereof and his signature, and thereupon the cancelled debenture shall be filed and remain of record in the said registry office. 26. And to facilitate the registration of the debentures Mode of of the said company creating a hypothec and mortgage registration. and the cancellation thereof,-be it enacted that they, if they deem proper, may, at their own expense, deposit in Interseciing or joining with the said registry office wherein such their debentures are hereby required to be registered, any number of their printed blank debentures in the form of the said schedule annexed to this act, without its being necessary to add the coupons thereto, bound together in a book, and having the pages thereof numbered and signed by the secretary of the company, and thereupon the registrar or his deputy shall be bound to receive and retain the same as one of the registry books of his office, and to register therein the said debentures of the company instead of registering them in the ordinary registry books of the office, receiving for the registration of each such debenture a fee of twenty-five cents and no more; any ordinance or law to the contrary notwithstanding. 27. It may and shall be lawful for the said company to other railways Cross, intersect, join and unite their railway with any other railway, at any point on its route, and upon the lands of such other railway, with the necessary conveniences for the purpose of such connection, and the owners of both railways may unite in forming such intersection and in granting the facilities therefor; and in disagreement upon the amount of compensation to be made therefor, or upon the point or manner of such crossing and connection, the same shall be determined by arbitrators to be appointed by one of the judges of the Superior Court for the Province of Quebec. Agreements with other railways for property, track, &c. 28. It shall be lawful for the said company to enter into any agreement with any other railway company in this mutual use of province, for leasing the said railway or any part thereof, or the use thereof, at any time or times to such other company, or for leasing or hiring out to such other company any locomotives, cars, carriages, tenders or other moveable property of the said company, either altogether or for any time or times, or occasions, for leasing or hiring from such other company any railroad or part thereof, or the use thereof at any time or times, or for leasing or hiring from such other company any locomotives, cars, carriages, tenders or other moveable property, or for using either the whole or any part of such other railroad, or of the moveable property of such other company of the railroad and moveable property of such other company, in common by the two companies, or generally to make any agreements with any such other company touching the use by one or the other, or by both companies, of the railroad or moveable property of either or of both, or any part thereof, or touching any service to be rendered by the one company to the other, and the compensation therefor; and any such agreement |