31 Victoria, c. 19 (Canada)
An Act to amend "The Grand Trunk Arrangements Act, 1862," and for other purposes
[Assented to 21st December, 1867.]
WHEREAS, by an Act of the Parliament of the late Province of Canada, made and passed in the thirteenth and fourteenth years of Her Majesty's reign, intituled :
An Act for the Incorporation of a Company to construct a Railroad between Bytown and Prescott, certain persons therein named, together with such other persons as should under the provisions of that Act become subscribers to and proprietors of any share or shares in the Railway thereby authorized to be made, were muted into a Company for carrying on, making, completing and maintaining the said intended Railway and other works, and it was thereby enacted that they should for that purpose be one body politic and corporate by the name of "The Bytown and Prescott Railway Company," and by that name should have perpetual succession and should have a common seal and other the usual powers and rights of bodies corporate, not inconsistent with the said Act now in recital ; and whereas, by a certain other Act of the Parliament of the said Province made and passed in the fourteenth and fifteenth years of Her Majesty's reign, intituled :
An Act to amend the Act incorporating the Bytown and Prescott Railway Company ; and also by two certain other Acts of the Parliament of the said Province, made and passed in the sixteenth year of Her Majesty's reign, intituled respectively :
An Act to amend the Act incorporating the Bytown and Prescott Railway Company ; and
An Act for the granting of certain lots in the town of Bytown to the By town and Prescott Railway Company, certain other powers and provisions were conferred on or made, enacted, and declared with respect to the said Railway Company ; and whereas, by a certain other Act of the Parliament of the said Province, made and passed in the eighteenth year of Her Majesty's reign, intituled :
An Act to change the name of the Bytown and Prescott Railway Company, and to amend the Act incorporating the same, it was enacted that the Company incorporated under the first hereinbefore in part recited Act should be called and known under the name and style of "The Ottawa and Prescott Railway Company," instead of being called and known by the name and style of "The Bytown and Prescott Railway Company" ; and whereas, in pursuance and under the authority of the said several hereinbefore in part recited Acts, or of some or one of them, the said Railway Company carried on, made, completed and maintained the said railway and other works, and purchased or acquired and held certain lands, and laid the track of the said railway and sidings, and erected messuages, houses, buildings and machinery thereon respectively, or on some part thereof, and exercised and maintained the powers, rights, and privileges incident to the carrying on, making, maintaining and completion of the said railway, granted and conferred in and by the said Acts of Parliament, or some or one of them ; and whereas, by a certain other Act of the Parliament of the said Province, made and passed in the twenty-eighth year of Her Majesty's reign, intituled :
An Act for the relief of the Ottawa and Prescott Railway Company, and for ensuring the efficient working of its railway and for other purposes, after reciting that the interest on the bonds issued under the first mortgage, and the interest on the second and third mortgages made by the Ottawa and Prescott Railway Company was in arrear, and that the Company had also become otherwise deeply indebted, and several of the creditors had obtained judgments against it, and that the railway was in the hands of a receiver appointed by the Court of Chancery for Upper Canada, at the instance and for the protection of certain of its bondholders ; and further reciting that the said railway was out of repair ; and further reciting that the keeping open of the railway for traffic, which was of the utmost importance to the interests of the said Province, was by reason of the premises imperilled, and that it was necessary that the said railway and its franchises should be absolutely sold to secure thereafter the uninterrupted working of the said railway,—it was enacted, that, notwithstanding anything in any law or statute to the contrary, it should be lawful for any mortgagee or judgment creditor of the said Company to proceed upon his mortgage or execution against lands, and sell thereunder the said railway with all its lands, rights, privileges, franchises, and appurtenances, and that any mortgagee or creditor of the said Railway Company might become the purchaser of the said railway at such sale, and that such sale should extinguish all mortgages, bonds, judgments, and claims whatsoever existing at the time of the sale of such railway, and by and that under such sale, whether made under power of sale in any mortgage decree of the Court of Chancery in Upper Canada, or Sheriff's sale on such execution against lands as aforesaid, the purchaser, his heirs or assigns, should acquire a good title to the said railway and all the lands, rights, privileges, franchises and appurtenances thereto belonging or in any way appertaining, freed and discharged from any claim and incumbrance whatever, and should have full power and authority to sell and dispose of the same, to use and work the said railway under the Act of incorporation of the said Railway Company, or any amendment thereof, as fully and effectually as if such charter had been granted to such purchaser ;
and whereas a certain suit was instituted in the Court of Chancery for Upper Canada in which Alexander Simpson, Abraham Darby, Henry Dickinson, William Tothill, Thomas Brown and Joseph Robinson, on behalf of themselves and all others, the holders of the bonds of the Ottawa and Prescott Railway Company, bearing date the first day of November, one thousand eight hundred and fifty-three, and secured as the first charge on the said railway by mortgage executed by the said Company to the said Alexander Simpson, bearing date the sixteenth day of March, one thousand eight hundred and fifty-three, were plaintiffs, and the Ottawa and Prescott Railway Company, the City of Ottawa and the Town Council of the Town of Prescott by Bill, and certain other parties made parties in the Master's Office, were defendants ;
and a sale of the said railway was thereunder held, at which the said Joseph Robinson was adjudged the purchaser of the same ;
Order in Chancery 23 Decr. 1865
and whereas, by an order of the said Court of Chancery made in the hereinbefore recited suit, on Saturday, the twenty-third day of December, in the twenty-ninth year of the reign of her Majesty Queen Victoria, and in the year of our Lord one thousand eight hundred and sixty-five, upon the application of the above-named plaintiff Joseph Robinson, and upon hearing read the notice of motion and the various orders, affidavits and proceedings had, taken and made in the said cause, and in pursuance of the sixty-third section of the twelfth chapter of the Consolidated Statutes for Upper Canada, and of the said Act passed in the twenty-eighth year of the reign of Her Majesty Queen Victoria, chapter thirty-five, it was ordered that the lands and premises in question in the said cause, being composed of all the lands, rights, privileges, franchises and appurtenances belonging, or in any way appertaining to the said Ottawa and Prescott Railway Company situate in the City of Ottawa, and in the Townships of Gloucester, Osgoode and North Gower, in the County of Carleton, and in the Townships of South Gower, Oxford and Edwardsburgh, and in the town of Prescott, in the County of Grenville, together with all workshops and buildings thereon erected, and the engines, tools, stock and other property contained therein, and all the rights, claims, privileges, tolls, revenues, franchises, and appurtenances of the said railway and all other property of the said Company wheresoever situated, and of whatsoever kind, character or description, including the rolling stock thereof, should be and the same were thereby vested in the said plaintiff, Joseph Robinson, his heirs and assigns for ever, for all the estate, right, title, and interest of the said plaintiff's (other than the said Joseph Robinson), and of the said defendants therein ;
And whereas, by the twelfth chapter of the Consolidated Statutes for Upper Canada, it is enacted that in every case in which the Court has authority to order the execution of a deed, conveyance, transfer, or assignment of any property, real or personal, the Court may make an order or a decree vesting such real or personal estate in such person or persons, and in such manner, and for such estates as would be done by any deed, conveyance, assignment, or transfer if executed ; and that thereupon the order or decree shall have the same effect at law and in equity as if the legal or other estate or interest in the property had been actually conveyed by deed or otherwise for the same estate or interest, to the person in whom the same is so ordered to be vested ;
Letters Patent 2nd Feb. 1866
And whereas, by letters patent under the Great Seal of the Province of Canada, bearing date the second day of February, in the year one thousand eight hundred and sixty-six, all those parcels or tracts of land situate, lying and being in the City of Ottawa, in the County of Carleton aforesaid, containing by admeasurement one acre and sixty-five thousand square links, more or less, and being composed of lots numbered four, five and six on the west side of Dalhousie Street, lots numbers ten, eleven, twelve and thirteen, on the north side oj Bolton Street, and lots ten, eleven, twelve and thirteen on the south side of Boteler Street, in the aforesaid City of Ottawa, were granted unto the said Joseph Robinson, his heirs and assigns for ever ;—
But in trust to he used, occupied and enjoyed by the said Joseph Robinson, his heirs and assigns, as a depot ground, and for all or any the uses of and in connection with the Ottawa and Prescott Railway and its appurtenances ;
And whereas, by a certain deed poll, bearing date on or about the twenty-ninth day of June, in the year one thousand eight hundred and sixty-six, reciting as is hereinbefore set forth, and further reciting that although the said Joseph Robinson was adjudged the purchaser of the said railway, as set forth in the thereinbefore recited order of the Court of dhancery for Upper Canada, yet in truth and fact the same was so purchased and acquired by him on behalf of other persons thereinafter named in the schedule thereunto annexed, together with himself, in the various interests, shares, or proportions thereinafter in the said schedule mentioned, and that the name of the said Joseph Robinson was used in the said purchase and in the said recited order as a Trustee for such other persons in respect of such interests, shares, or proportions, together with the interest, share or proportion of him, the said Joseph Robinson therein ; and that. the said Joseph Robinson had agreed to execute such a declaration of trust as was thereinafter contained : it is witnessed that the said Joseph Robinson, his heirs, executors, administrators and assigns, shall thenceforth stand seized or possessed of all the lands, rights, privileges, franchises, and appurtenances belonging or in any way appertaining to the Ottawa and Prescott Railway Company, situate as in the said deed poll and hereinafter mentioned and set forth, together with all workshops and buildings thereon erected, and the engines, tools, stock, and other property contained therein, and all the rights, claims, privileges, tolls, revenues, franchises, and appurtenances of the said railway, and all other property of the said Company wheresoever situated, and of whatsoever kind, character, or description, including the rolling stock thereof, as the same was vested in the said Joseph Robinson, by the thereinbefore recited order of the Court of Chancery for Upper Canada, and also all those parcels or tracts of land in the deed now in recital particularly mentioned as granted to the said Joseph Robinson by the said letters patent, in trust for the several persons named in the schedule thereunto annexed and which schedule is to be taken and read as part of the instrument now in recital, and their heirs, executors, administrators, and assigns, according to the several shares, interests, or proportions in the said schedule mentioned, and according to the nature and quality of the same property respectively ;
And the schedule referred to in the deed poll now in recital is to the following effect :—
| Schedule of proprietors of the Ottawa and Prescott Railway :—
|
| The Ebbw Yale Company |
- - - |
$405,492 69
|
| Thomas Robinson |
- - - |
127,242 25
|
| Robinson and Eyre |
- - - |
161,324 25
|
| W. D. Starling |
- - - |
6,792 60
|
| F. A. Tamplin |
- - - |
11,887 65
|
| Bailey Brothers & Co. |
- - - |
27,170 36
|
| Thomas Reynolds |
- - - |
50,000 00
|
|
|
$789,909 20
|
And whereas, by a certain deed, bearing date on the eighteenth day of April, one thousand eight hundred and sixty-seven, reciting the several matters as hereinbefore mentioned and set forth, and that in the re-establishment and re-equipmens and otherwise in respect of the said railway upon and since the purchase thereof by the said Joseph Robinson as hereinbefore recited, and in the placing of the same in proper working order and in the provision of additional necessary rolling stock, engines, cars, trucks, machinery, plant, and other appurtenances, debts had been incurred and were then outstanding, and it was necessary and expedient for further and other purposes in the respects aforesaid, and for the more perfect and thorough re-establishment and re-equipment of the said railway and for procuring further additional rolling stock, engines, cars, trucks, machinery, plant, and other appurtenances, for promoting and extending the operations of the said railway, that a further sum of money should be raised and provided ; and that for the purposes of payment of such outstanding debts and of such further provision as aforesaid, the said Joseph Robinson, by and at the request of the petitioners hereinafter mentioned, on their own behalf, were about to grant, convey and assign, the said railway, lands, and premises and its rolling-stock, engines, cars, trucks, machinery, plant and other appurtenances, to the Trustees, for the purposes hereinafter mentioned and declared, the partners in the said Ebbw Vale Company, acting therein with the authority of their inspectors, testified by the latter being made parties to and executing the said Deed now in recital, and the said Frederick Augustus Tamplin joining therein to release and assign all estate and interest of him (if any) in the said premises ;—it was witnessed that, for the consideration therein mentioned, he, the said Joseph Rubinson, by and at the request of the petitioners, being proprietors of the Ottawa and Prescott Railway, did grant, and the proprietors of the Ottawa and Prescott Railway (so far as concerns the partners in the said Ebbw Vale Company, with such authority as aforesaid) did (according to his and their several shares, interests, or proportions in the same, and so far as he and they lawfully could or might) grant, and the said Frederick Augustus Tamplin, as to all estate and interest of him therein (if any), did thereby release unto the petitioners, Alfred Brown and Thomas Abercrombie Wilton (in the said deed named as Trustees), their heirs, executors, administrators, and assigns, according to the nature and quality of the same respectively, all the lands, rights, privileges, franchises and appurtenances, belonging or in any way appertaining to the Ottawa and Prescott Railway, situate in the City of Ottawa, and in the Townships of Gloucester, Osgoode, and North Gower, in the County of Carleton, and in the Townships of South Gower, Oxford, and Edwardsburgh, and in the Town of Prescott, in the County of Grenville, in the Province of Canada, together with all workshops and buildings thereon erected, and the engines, tools, stock, and other property contained therein, and all the rights, claims, privileges, revenues, franchises, and appurtenances of the said railway, and all other the property of the said railway wheresoever situated and of whatsoever kind, character, or description, including the rolling stock thereof, as the same was vested in the said Joseph Robinson by the hereinbefore recited order of the Court of Chancery for Upper Canada, and as the same had since been increased and stood at the day of the date of those presents ; and also all those parcels or tracts of land situate, lying, and being in the City of Ottawa, in the County of Carleton aforesaid, containing by admeasurement one acre and sixty-five thousand square links, more or less, and being composed of Lots Nos. four, five and six, on the west side of Dalhousie Street ; Lots Nos. ten, eleven, twelve and thirteen, on the north side of Bolton street ; and lots ten, eleven, twelve and thirteen, on the south side of Boteler Street, in the aforesaid City of Ottawa, as granted to the said Joseph Robinson by letters patent hereinbefore in part set forth,
to hold the same upon trust by mortgage or other charge of the premises thereby granted, or by such other ways or means, or by such security as they or he should be thereunto advised, or as to them or him should seem reasonable or expedient, to raise or borrow and take up at interest a sum not exceeding fifty thousand pounds of lawful money of Great Britain, bearing interest as thereinafter mentioned, and that such sum or sums of money to be raised, borrowed or taken up at interest, should be made repayable in certain proportions and denominations,
and, upon trust, to sign and deliver to each person from whom any of the said sums should be raised, borrowed, or taken up at interest, a certificate or certificates of such denomination or respective denominations as should he equal in the whole to the sum so raised, borrowed, or taken up from such person, and each of which certificates should express or denominate therein the proportion of the said sum of fifty thousand pounds payable thereunder, and should be designated by a consecutive number, and he in the form in the said deed set forth ;
And a further trust was declared that every such certificate should carry a first charge or lien for the amount thereof, and for any interest overdue and unpaid thereon, upon the said railway, lands, rights, privileges, franchises, and appurtenances, and the engines, tools, stock, and other property, and all righss, claims, privileges, tolls, and revenues thereof ; provided that all such certificates were to be on an equality so far as regards the security therefor, and that if at any time there- after an Act should he passed by the Parliament of the Province of Canada, or of the Dominion of Canada, or of any Province thereof having legislative power in that respect, by which the Proprietors of the Ottawa and Prescott Railway, or any others with them, or any of them should be created a body corporate and empowered to raise money by the issue of bonds or debentures, or by mortgage, or other method or proceeding so as to carry a security, charge, or lien on the railway and property hereby conveyed, or on any part of it, the Trustees or the survivor of them, his heirs, executors, administrators, And assigns, might call upon and require the body corporate thereby created to issue bonds or debentures or to execute a mortgage or mortgages or such other security as might by such Act he authorized, in redemption of or to replace the certificates hereinbefore mentioned, which said certificates so redeemed or replaced should be then delivered up by the registered transferees or holders thereof to be cancelled ;
And whereas the said Joseph Robinson and others, the proprietors of the Ottawa and Prescott Railway, have presented their petition, setting forth in effect the several statements hereinbefore set forth and recited, and represented that they had no corporate existence or title, and that great difficulty is experienced by them in such respect ; And it is by the said petition further alleged, that upon the purchase, by the said Joseph Robinson, of the said Railway, the same had fallen into a great state of disrepair, and was deficient in rolling-stock and in the requisites for efficiently performing traffic and locomotion, and that the petitioners, or some of them, were obliged to lay out and expend large sums in the repair of the Road, and in the necessary provision and equipment for its working ; and that under the Deed of Trust hereinbefore mentioned, the sum of fifty thousand pounds sterling was raised as a first charge upon the said Railway and its appurtenances ; and that the Railway is the only means of railway communication between the Seat of Government and the River St. Lawrence or any railway, and submitting that it is of great public interest that they should be empowered to maintain and extend the same ; and the petitioners have prayed that an Act may be passed to incorporate them under the name of "The St. Lawrence and Ottawa Railway Company," and to vest therein the Ottawa and Prescott Railway, with the lands, rights, privileges, franchises, and appurtenances thereto belonging or appertaining, as the same were acquired as aforesaid by the said Joseph Robinson, with full power to convert the several interests of the present proprietors thereof into stock or shares, and to open stock or share-books, and also to enable the Company to substitute Bonds or Debentures bearing interest for the several certificates of the Trustees under the said Deed of Trust, heretofore made in and upon the said Railway by the proprietors thereof, or to confirm such certificates as Mortgage Bonds, and also to enable the said Company to sell or lease the said Railway and its appurtenances, and also for power to extend the line of the said Railway, from the City of Ottawa, in either or both of the Provinces of Ontario and Quebec, and, if expedient, to alter the gauge of the Railway, and generally to confer upon the St. Lawrence and Ottawa Railway Company, all powers, rights, and privileges necessary in and for the conduct, management, working and efficiency of the said Railway and its appurtenances ; And whereas under the Act firstly hereinbefore recited, authority is given to the Ottawa and Prescott Railway Company to build, purchase, hold, and use steamboats or other vessels to ply on the waters of the Rivers Ottawa and St. Lawrence to any place not more than twelve miles distant from either of the termini of the said Railway ; And whereas by such means and under such authority, ferriage may be established on the River Ottawa, between the Provinces of Ontario and Quebec, and on the River St. Lawrence, between the Province of Ontario and the United States of America ; And whereas the Ottawa and Prescott Railway, as connecting the seat of Government with the main lines of Railway in Canada and with the proposed Intercolonial Railroad, and as affording unbroken railway connection between the Provinces of Ontario and Quebec, is a work of general advantage to Canada, and it is therefore expedient to grant the prayer of the said petition : Therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows :
Railway declared or general advantage to Canada
1. The Ottawa and Prescott Railway, (after the passing of this Act, to be called and known as the St. Lawrence and Ottawa Railway,) is hereby declared to be a work for the general advantage of Canada.
Certain persons incorporated as the St. Lawrence and Ottawa Railway Company
2. Upon, from and after the passing of this Act, the proprietors of the Ottawa and Prescott Railway, that is to say : Joseph Robinson, Abraham Darby, Henry Dickinson, and William Tothill, lately carrying on business at No. 7, Laurence Pountney Hill, Cannon street, in the City of London, in that part of the United Kingdom of Great Britain and Ireland called England, as Iron Masters, under the name, style, and firm of "The Ebbw Vale Company," but whose estate is now being wound up under a certain deed of inspection, Thomas Robinson, of No. 118, Cannon street, in the City of London aforesaid, Esquire, in his own behalf, the said Thomas Robinson and Alexander Robert Eyre, carrying on business at No. 118, Cannon street, in the City of London aforesaid, under the name, style, and firm of Robinson and Eyre, William Dallison Starling, of the City of London aforesaid, Metal Broker, Ferderick William Burgoyne Vernon, of Liverpool, England, aforesaid, Cotton Broker, assignee of the estate and effects of Frederick Augustus Tamplin, of Liverpool aforesaid, Merchant, who was, on the fourteenth day of October, one thousand eight hundred and sixty-four, adjudicated a bankrupt by the Court of Bankruptcy at Liverpool aforesaid, on a petition filed the fourteenth day of October, one thousand eight hundred and sixty-four (which said Frederick William Burgoyne Vernon was chosen by the creditors of the said Frederick Augustus Tamplin, at their first meeting, on the second day of November, one thousand eight hundred and sixty-four, and such choice was afterwards confirmed by the said Court,) Craw shay Bailey, M. P., John Crawshay Bailey, Henry Bailey and William Latham Bailey, carrying on business at Liverpool aforesaid, under the name, style and firm of Bailey Brothers and Company, and Thomas Reynolds, of the City of Montreal, in the Dominion of Canada, Esquire, together with all such persons as shall become stockholders in the same after the passing of this Act, shall be and they are hereby ordained and declared to be a body corporate and politic, for all and every the purposes hereinafter mentioned, by and under the name, style and title of "The St.. Lawrence and Ottawa Railway Company," and by that name they and their successors shall have perpetual succession, and may have a common seal, and may change and alter the same at pleasure.
Railway and property vested in the Company
3. The said Ottawa and Prescott Railway, and all the lands, rights, privileges, franchises and appurtenances belonging or in any way heretofore appertaining thereto, situate in the City of Ottawa, and in the Townships of Gloucester, Osgoode and North Gower, in the County of Carleton, in the Province of Ontario, and in the Townships of South Gower, Oxford and Edwardsburgh, and in the Town of Prescott, in the County of Grenville, in the said Province, together with all workshops and buildings thereon erected, and the engines, tools, stock and other property contained therein, and together also with all the rights, claims, privileges, tolls, revenues, franchises and appurtenances of the said Railway, and all other property heretofore of the said The Ottawa and Prescott Railway Company, wheresoever situated, and of whatsoever kind, character or description, including the rolling stock thereof, the whole as the same were acquired by and are vested in the said Joseph Robinson, under the Act of the twenty-eighth year of Her Majesty's reign, and the Order of the Court of Chancery hereinbefore recited ; and also all those parcels or tracts of land situate, lying and being in the City of Ottawa aforesaid, containing by admeasurement one acre and sixty-five thousand square links, more or less, and composed of Lots numbers four, five and six, on the west side of Dalhousie street, lots numbers ten, eleven, twelve and thirteen, on the north side of Bolton street, and lots numbers ten, eleven, twelve and thirteen, on the south side of Bowler street, in the said City of Ottawa ; together with all such additional rolling stock, engines, cars, trucks, machinery, plant and other appurtenances, as may be in or upon the said Railway at the time of the passing of this Act, are hereby confirmed to and absolutely vested in the St. Lawrence and Ottawa Railway Company.
4. The capital stock of the Company shall not exceed in the whole the sum of one million five hundred thousand dollars ; and in respect of the sum of seven hundred and eighty-nine thousand nine hundred and nine dollars and twenty cents, part thereof, the parties named in Schedule A, to this act annexed, shall he interested as stockholders to the extent of the sums set opposite to their respective names, and the same shall be and constitute, to that extent, the paid-up stock of the Company ;
And the directors of the Company may, from time to time, dispose of, place or allot any portion of the balance of the said stock to any person or persons at such price or prices, or for such consideration or considerations, and in such amounts, and bearing such rank, position, or priority in respect to any other shares, and in such class or classes of order in respect as well to the principal amount of such shares as the interest or dividends therein and so designated and upon such conditions as the directors may from time to time deem expedient ;
Provided that no preference stock shall be issued unless with the approval of a majority in value of the stockholders, present, or represented by proxy, at a special general meeting called to consider the same, and that no allotment shall in any way interfere with the first security, charge or lien in and upon the said Railway, created by the Deed of Trust hereinbefore recited, and declared in and by the sixth section of this Act ;
Stock books shall be opened, for the subscription therein of the signatures of the several parties owning the said paid-up stock, and, on the allotment from time to time of the balance of the capital stock, for subscription therein of the several parties taking the same.
5. The capital stock may be divided into shares of one hundred dollars each, if the Directors think fit.
Deed of 13 April, 1867, to be a first charge on the Railway
1. The Deed of Trust of the eighteenth day of April, one thousand eight hundred and sixty-seven, and the cer- tifcates thereunder issued, is and are hereby confirmed, and the sum of fifty thousand pounds sterling money of Great Britain, thereby secured, and the interest thereon, from time to time to become and be payable, is hereby declared to be a first security, charge or lien in and upon the said Railway, its lands, rights, privileges, franchises and appurtenances, tolls and revenues, rolling-stock, plant and machinery, and the lands and premises in the said Deed mentioned, and to have a first preference over and upon any other charge upon the same and any stock of any kind whatsoever, and over and upon any sum or sums of money which may at any time hereafter be raised under the authority of this Act, and for and notwithstanding any Act or Acts of the Legislature of the late Province of Canada to the contrary, no Registration of such Deed of Trust in any office of Registration or of any public officer, shall be necessary ;
Company may issue bonds in place of certificates mentioned in the said deed
And the Company may issue Bonds or Debentures under the seal of the Company and signed by the President and countersigned by the Secretary thereof, and for any denominations, in the place and redemption of the certificates mentioned in the said Deed of Trust, and the provisions of the said Deed of Trust in respect to such certificates shall apply to any such Bonds or Debentures, and such Bonds or Debentures shall in like manner have and be a first security, charge or lien upon the Railway, its lands, rights, privileges, franchises and appurtenances, tolls and revenues, rolling-stock, plant and machinery ;
or the Company may cause to be endorsed upon each or any of the said certificates to the effect that the same is confirmed by Act of Parliament of Canada, the seal of the Company and signature of the President being thereto affixed.
7. The affairs of the Company shall he administered and its powers exercised until the first general meeting of the stockholders, by a Provisional Board of Directors, to consist of the said Joseph Robinson, Thomas Robinson, Alexander Robert Eyre, Thomas Reynolds and William Quilter.
Certain Bylaws continued until altered
8. Until any change, alteration or variation in any of the by-laws or tolls or rates of passenger or freight traffic or carriage be made by a Board of Directors duly qualified in that behalf; the by-laws, tolls, and rates of passenger or freight traffic or carriage in force or receivable at the time of the passing of t his Act, or so much thereof as may not be changed, altered or varied, may be enforced, received and recovered respectively.
Recital of certain instruments
And whereas, by instrument or instruments bearing date on the eighteenth day of April, in the year one thousand eight hundred and sixty-seven, the several parties hereinbefore named proprietors of the said Railway, constituted and appointed the said Thomas Reynolds the attorney of them and each and every of them, to continue in the possession then held by him on their behalf respecting all the lands, rights, privileges, franchises and appurtenances belonging to the said Ottawa and Prescott Railway, and to work, manage and conduct the same and the traffic and business thereof, and generally to do and perform all and everything whatsoever relating to the premises :
T. Reynolds, to be Managing Director until first election
it is enacted, that until the first election of directors of the Company, as hereinafter authorized, the said Thomas Reynolds shall be the Managing Director of the Company, and shall have all and every such powers, privileges and authority in respect of the St. Lawrence and Ottawa Railway Company as are given to him by the said instrument or instruments ;
Provided that the said instrument or instruments be filed in the office of the Secretary of State for Canada within one month after the passing of this Act.
Meeting of stock holders to be called
The Provisional Board of Directors shall, within six months after the passing of this Act, call a meeting of stockholders at such time and place in the City of London, England, as they shall think proper, at which said meeting and at the annual general meeting hereinafter mentioned, the stockholders present either in person or by proxy,
shall elect not less than five nor more than seven directors qualified as hereinafter provided, which said directors shall constitute a Board of Directors, and three directors shall form a quorum for the transaction of business;
Provided, however, that no person shall be elected a director unless he shall be the holder and owner of at least five thousand dollars of the stock of the Company, paid up.
Office in London, England
The Board of Directors may have their office in the City of London, England, and may depute one of their number resident in Canada to be Managing and paid Director of the Company in Canada, and he shall have such power as may be vested in him by the Board of Directors ;
Proxy of Managing Director
and the Managing Director, for the time being resident in Canada, may be represented at the meetings of any such Board by any other member thereof, under proxy to that effect, who may exercise on behalf of such Managing Director, all the rights, powers and privileges of a Director at such Board.
Votes at meetings of stockholders
12. In the elections of directors under this Act, and in the transaction of all business at General Stockholders' Meetings, each stockholder shall be entitled to one vote for every one hundred dollars of paid up stock owned by him, at the time of closing the books preparatory to such meeting, and if the stock shall have been divided into shares, no shareholder shall be entitled to vote in respect of any shares on which any call shall at the time of such meeting be in arrear, and no stockholder in the Company shall be in any manner whatsoever liable for or charged with any debt or demand due by the Company beyond the payment of the extent of his, her or their share in the capital of the Company not paid up.
Company may become parties to notes, &c
The Company shall have power and authority to become parties to promissory notes and bills of exchange, for sums not less than twenty-five pounds ; and any such promissory note made or endorsed in conformity with the By-Laws of the Company shall be binding on the Company ; and every such promissory note or bill of exchange so made shall be presumed to have been made 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 such promissory note or bill of exchange, nor shall the said Managing Director, or the Secretary and Treasurer, be individually responsible for the same, unless the said promissory notes or bills of exchange have been issued without authority ;
provided, however, that nothing in this section shall be construed to authorize the Company to issue notes or bills of exchange payable to bearer, or intended to be circulated as money, or as the Notes or Bills of a Bank.
Power to continue Railway into Province of Quebec
14. The Company and their agents and servants shall have full power and authority, under this Act, to extend, lay out, construct, make and finish a double or single track of Railway of iron at their own costs and charges, of such width or gauge as the Company see fit, from a point on the line of the said Railway to a point on the River Ottawa or Lake Deschesnes, in the County of Ottawa, in the Province of Quebec ; and for such purposes, shall have full power to erect and construct a Bridge or Bridges across the River Ottawa, at such place at or near the Chaudière Falls as may seem most expedient, as also over and across the Rideau River and Rideau Canal.
Commencement and completion of extension
15. 1. The power given in the next preceding section shall be exercised by the commencement of the said work, within five years from the passing of this Act, and its completion within ten years therefrom.
Deeds of land to the Company
All deeds and conveyance's of lands to the Company, for the purposes of this Act, in so far as circumstances will admit, may be in the form given in Schedule B, 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 be furnished, by and at the expense of the Company, with a book with a copy of the form given in the said Schedule, one to be printed on each page, leaving the necessary blanks to suit the circumstances of each separate conveyance, and shall, upon the production and proof of due execution of any such conveyance, enter the same, and shall minute the enregistration or entry on the Deed ;
and the Registrar shall charge and receive from the Company for all fees on every such enregistration, the sum of fifty cents, and no more ; and such registration shall be deemed to be valid in law, any Statute or provision of law to the contrary notwithstanding.
Power to enforce payment of tolls
17. In case of neglect or refusal to pay the toll or freight due to the Company on any goods, they shall have the power to detain the same until payment of such 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 Company shall have the right to sell the same forthwith, on the certificate of two competent persons, establishing the fact of their being so perishable ; and if such goods are not of a perishable nature and shall remain unclaimed for six months, the Company may, after giving one month's notice in two newspapers nearest the place where the goods may be, dispose of the same by public auction, and the proceeds of the sale, after paying the said Freight, Storage and costs of advertisement and sale, shall be handed over to the owner if he shall claim the same.
Certain powers and provisions vested and extended to the Company
All and every the rights, privileges and powers conferred upon the Bytown and Prescott Railway Company and the Ottawa and Prescott Railway Company, by or under any Act hereinbefore recited and any other Act of the Legislature of the late Province of Canada, and by the Act hereinbefore recited conferred upon the purchaser of the Ottawa and Prescott Railway, shall be and are hereby vested in the St. Lawrence and Ottawa Railway Company, and in so far as they are not inconsistent therewith, or with any such Act, or with this Act, as regards the Railway heretofore constructed, and in respect to the extension of the said Railway authorized by this Act, the several clauses of an Act of the Legislature of the late Province of Canada, known as " The Railway Act" with respect to the first, second, third and fourth clauses thereof, and also the several clauses of the said Act, with respect to " Interpretation," " Incorporation," " Powers," " Plans and Surveys," " Lands and their valuation," " Highways and Bridges," " Fences," " Tolls," " General Meetings," " Directors, their election and duties," " Shares and their transfer," " Municipalities," " Shareholders," " Actions for Indemnity, and Fines and Penalties and their prosecution," " Working of the Railway," and " General Provisions," and an Act of the said late Province known as " The Railway Act Amendment Act of 1860," and an Act passed by the Legislature of the late Province of Canada, in the twenty-fourth year of Her Majesty's Reign, intituled : " An Act to explain and amend the Railway Act," shall be incorporated with this Act ; and the expression " this Act," when used herein shall be held and understood to include the clauses incorporated with this Act, save and except in so far as they are inconsistent with or varied by any of the provisions of any of the said hereinbefore recited Acts, or of this Act ;
Proviso as to s. 10 of the Railway Act
and subject always to the following modification of the tenth section of " The Railway Act," that is to say, that lands to the extent of twenty acres for Stations, Depots and other works wheresoever they may be necessary, may be taken by the Company, subject, however, to the provisions of the said Act in that behalf.
19. The expression "the Company," when used in this Act, means the St. Lawrence and Ottawa Railway Company hereby incorporated.
20. This Act may be known and cited as the "The St. Lawrence and Ottawa Railway Act."
