This debenture witnesseth that "The Richelieu, Drummond and Arthabaska Counties Railway Company," under the authority of the Provincial Statute passed in the thirtysecond year of her majesty's reign, intituled: "An Act to incorporate the Richelieu, Drummond and Arthabaska Counties Railway Company," have received from the said company or to the bind and oblige themselves to pay on the day of And for the due payment of the said sum of money and interest, the said company, under the power given to them by the said statute, do hereby mortgage and hypothecate the real estate and appurtenances hereinafter described, that is to say: The whole of the railroad from unto including all the lands at the termini of the said road, and all lands of the company within these limits, and all buildings thereon erected, and all and every the appurtenances thereto belonging. President of the said company hath hereto set and affixed his signature, and the seal of the said company, at this day of one thousand eight hundred and President, (L.S.) Countersigned and entered Secretary. CAP. LVII. An Act to incorporate the "Sherbrooke, Eastern Townships and Kennebec Railway Company." [Assented to 5th April, 1869.] HEREAS Alexander T. Galt, Charles J. Brydges, Preamble. Joseph G. Robinson, George F. Bowen, George H. Borlase, George Addie, the younger, Zerah Evans, Richard D. Morkill, Henry Cameron, Jean-Baptiste Brodeur, Esquires, and others, have petitioned the legislature for an act of Certain persons incorporation to construct a railroad from the town of Sherbrooke to and into the township of Weedon vid Dudswell, and thence by the most feasible route and grade to connect with the proposed Levis and Kennebec Railway, and whereas it is expedient to grant the prayer of the said petition; Therefore, Her Majesty, by and with the advice and consent of the Legislature of Quebec, enacts as follows: 1. The said Alexander T. Galt, Charles J. Brydges, Joseph incorporated. G. Robertson, George F. Bowen, George H. Borlase, George Addie, the younger, Zerah Evans, Richard D. Morkill, Henry Cameron, and Jean-Baptiste Brodeur, together with such other persons or corporations as shall become subscribers and shareholders in the company hereby incorporated, shall be and are hereby ordained, constituted and declared to be a body corporate and politic, by and under the name and style of the "Sherbrooke, Eastern Townships and Kennebec Railway Company." Power to construct a railway on a certain line. Capital stock. Application thereof. 2. The said company and their servants shall have full power and authority to lay out, construct, make and finish a double or single wooden railway at their own cost and charges, of such width or guage, and from such point in the town of Sherbrooke, as the directors of said company for the time being may think most advantageous, and as will insure the best grades to and into the township of Weedon, via Dudswell, and thence by the most feasible route and grade to connect with the proposed Levis and Kennebec Railway; with power hereafter to substitute iron rails for wooden on any part of said road, in the discretion of the directors. 3. The capital stock of the said company shall be the sum of five hundred thousand dollars, (with power to increase the same as provided by The Quebec Railway Act, 1869, passed during th present session), to be divided into twenty thousand sl ars of twenty-five dollars eachwhich amount shall be raised by the persons hereinbefore named, and such other persons and corporations as may become shareholders in such stock; and the money so raised shall be applied in the first place, towards 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 the making, completing and maintaining the said railway Proviso: as to and other purposes of this act; provided always, that payment of until the said preliminary expenses shall be paid out of expenses by the capital stock, it shall be lawful for the municipality of preliminary municipalities any county, city, town or township, interested in the railway, or otherwise, to pay out of the general funds of such municipality, such preliminary expenses, which sums shall be refunded to such municipality from the stock of the said company, or be allowed to them in payment of stock; and this act shall be to all intents and purposes, good and in full force and effect for such portion or portions of said railway as may be begun in four years and completed in eight years from the passing of this act. 4. The said Alexander T. Galt, Charles J. Brydges, Provisional Joseph G. Robertson, George F. Bowen, George H. Borlase, directors. George Addie, the younger, Zerah Evans, Richard D. Morkill, Henry Cameron and Jean-Baptiste Brodeur, shall be and are hereby constituted a board of directors of the said company and shall hold office as such until other directors shall be elected under the provisions of this act, by the shareholders, and shall have power and authority, imme- Their powers. diately after the passing of this act, 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 executed, and, as hereinafter provided, to call a general meeting of the shareholders for the election of directors. shareholders. 5. The said directors are hereby empowered to take all Limited necessary steps for opening the stock-books for the sub-liability of scriptions of persons desirous of becoming shareholders in the said company; and all persons subscribing to the capital stock of the said company shall be considered proprietors and partners in the same, but shall be liable only to the extent of their stock therein. first directors. 6. When and so soon as one-tenth part of said capital Meeting for stock shall have been subscribed, as aforesaid, it shall and election of may be lawful for the said directors, or a majority of them, to call a meeting of the shareholders at such time and place as they may think proper, giving at least two weeks' notice in a newspaper published in the town of Sherbrooke, at which general meeting, and at the annual general meetings, in the following sections mentioned, the shareholders present, either in person or by proxy, shall elect nine directors, in the manner and qualified as hereinafter provided, which said nine directors shall constitute a board of directors, and shall hold office until the first Monday in June, in the year following their election. 7. On the said first Monday in June, and on the first Meetings for Monday in June in each year thereafter, there shall be election of subsequent directors. Quorum of directors. Voting. Calls on shares. Vacaneies among direc tors. Form of conveyances of lands. holden a general meeting of the shareholders of the said company, at the principal office of the said company, at which meeting the shareholders shall elect nine directors for the then ensuing year, in the manner and qualified as hereinafter provided; and public notice of such annual general meeting and election shall be published one month before the day of election, in one or more newspapers published in the town of Sherbrooke, and the election of directors shall be by ballot; and the persons so elected, together with the ex-officio directors under the said Quebec Railway Act, 1869, shall form the board of directors. 8. 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 paid director or directors; provided, however, that no person shall be elected 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 said stock. 9. In the elections of directors under this Act, and in the transaction of all business at general shareholders', meetings, each shareholder shall be entitled to as many votes as he holds shares upon which the calls have been paid up, and shall be entitled to vote either in person or by proxy. 10. The directors may, at any time, call upon the shareholders for such in: alments upon each share which they or any of them may hold in the capital stock of the said company, and in such proportion as they may see fit, except that no such instalment shall exceed ten per cent on the subscribed capital, and that one month's notice of each call shall be given in such manner as the directors shall think fit. 11. The directors, or a majority of them, may supply the place or places of any of their number, from time to time, dying or declining to act as such directors, from among the several persons being subscribers for or owning and holding shares in the said company sufficient to qualify him or them to act as directors as aforesaid. 12. 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 to the like effect; and for the purposes of due enregistration of the same, all registrars in their respective counties are required to regis ter in their registry books, such deeds and conveyances, upon the production and proof of the due execution thereof, without any memorial, and shall minnte the enregis tration or entry on such deed; and the registrar shall receive from the said company, for all fees on every such enregistration, and for a certificate of the same fifty cents and no more, and such enregistration shall be deemed to be valid in law; any statute or provision of law to the contrary notwithstanding. promissory 13. The said company shall have power and authority Power to issue to become parties to promissory notes and bills of exchange notes, &c. for sums not less than one hundred dollars; and any such promissory note made or endorsed, or any such bill of exchange drawn, accepted 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 quorum of the directors, shall be binding on the said company; and every such promissary note or bill of exchange so made, shall be presumed to have been made with proper authority, until the contrary be shown, 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 president or the vice-president or the secretary Without inand treasurer, be individually responsible for the same, ponsibility, of unless the said promissory notes or bills of exchange have persons signbeen issued without the sanction and authority of the board ing. of directors, as herein provided and enacted. dividual res bonds. 14. The directors of the said company shall have the Power to issue power upon being duly authorized thereto by a vote of the majority of the shareholders in the said company present at any annual meeting in the month of June, for the purpose of electing directors, or at any general meeting of the said shareholders, whereof notice shall have been given in the manner hereinabove provided in the case of a general annual meeting and election, and in which notice shall be stated and published the object of such meeting, to issue their bonds made and signed by the president or 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 for prosecuting the undertaking, and such bonds shall be and be considered Bonds to be to be privileged claims upon the property of the said com- privileged. pany, and shall bear hypothec upon the said railway without registration; Provided, however, that no such bonds bearing Proviso such hypothec shall be issued until after ten per cent of the whole capital stock of the said company, as provided by this act, shall have been expended in and upon the said rail |