by-law, from time to time, change the location of its head office to any place in Canada, notice thereof to be given to the Secretary of the Board who shall keep a register for the purpose. The directors of the company may establish one or more offices in other places in Canada or elsewhere. 51 V., c. 29, s. 32, Am.

Provisional Directors.

Change of location.

Offices.

Provisional directors.

53. The persons mentioned by name as such in the Special Act are hereby constituted provisional directors of the company, and of such provisional directors a majority Majority shall be a quorum, and the said provisional directors shall quorum. hold office as such until the first election of directors, and may forthwith open stock books and procure subscriptions Powers. of stock for the undertaking, and receive payments on account of stock subscribed, and cause plans and surveys to be made, and deposit in any chartered bank of Canada moneys received by them on account of stock subscribed, which moneys shall not be withdrawn, except for the purposes of the undertaking, or upon the dissolution of the moneys. company for any cause whatsoever. 51 V., c. 29, s. 33.

54. If more than the whole stock has been subscribed. the provisional directors shall allocate and apportion the authorized stock among the subscribers as they deem most advantageous and conducive to the furtherance of the undertaking. 51 V., c. 29, s. 34.

Capital.

Deposit of

Allotment of

stock.

stock and

55. The capital stock of the company, the amount of Capital which shall be stated in the Special Act, shall be divided shares. into shares of one hundred dollars each; and the money so raised shall be applied, in the first place, to the payment of all fees, expenses and disbursements for procuring the passing of the Special Act, and for making the surveys, plans and estimates of the works authorized by the Special Act; and all the remainder of such money shall be applied to the making, equipping, completing and maintaining of the railway, and other purposes of the undertaking. 51 V., c. 29, s. 35.

Application of proceeds.

First meet

holders.

Notice thereof.

56. So soon as twenty-five per cent of the capital has been subscribed, and ten per cent of the amount subscribed in of sharehas been paid into some chartered bank in Canada, the provisional directors shall call a meeting of the shareholders of the company at the place where the head office is situate, at such time as they think proper, giving the notice prescribed by section sixty-one of this Act, at which meeting the shareholders who have paid at least ten per cent on the amount of stock subscribed for by them shall, from the shareholders possessing the qualifications hereinafter mentioned, elect the number of directors prescribed by Special Act. 51 V., c. 29, s. 36.

Election of directors.

Increase of capital stock.

57. The original capital stock of the company may, with the approval of the Governor in Council, be increased, from time to time, to any amount, if such increase is sanctioned by a vote, in person or by proxy, of the shareholders who hold at least two-thirds in amount of the subscribed stock of the company, at a meeting expressly called by the directors for that purpose by a notice in writing to each shareholder, delivered to him permeetings and sonally, or properly directed to him and deposited in the post office at least twenty days previously to such meeting, stating the time, place and object of such meeting, and the amount of the proposed increase; and the proceedings of such meeting shall be entered in the minutes of the proceedings of the company, and thereupon the capital stock may, with such approval, be increased to the amount sanctioned by such vote. 51 V., c. 29, s. 37.

Notice of

object.

Entry in minutes.

Municipal corporation may take stock.

58. Municipal corporations in any province in Canada duly empowered so to do by the laws of the province, and subject to the limitations and restrictions in such laws prescribed, may subscribe for any number of shares in the capital stock of the company; and the mayor, warden, reeve or other head officer of any such corporation holding stock to the amount of twenty thousand dollars or upRepresenta wards, shall be ex officio one of the directors of the company in addition to the number of directors authorized by the Special Act, unless in such Special Act provision is made for the representation of such corporation on the directorate therof. 51 V., c. 29, s. 38, Am.

tion on directorate.

Annual meetings.

Special meetings.

Held at head office.

Notice of meetings.

Evidence.

Meetings of Shareholders.

59. A general meeting of the shareholders for the election of directors and for the transaction of other business connected with or incident to the undertaking, to be called "the annual meeting," shall be held annually on the day mentioned in the Special Act; and other general meetings, to be called "special meetings," may be called at any time by the directors, or by shareholders representing at least one-fourth in value of the subscribed stock, if the directors, having been requested by such shareholders to convene such special meeting, for twenty-one days thereafter fail to call such meeting. 51 V., c. 29, s. 40, ss. 1.

60. All general meetings, whether annual or special, shall be held at the head office of the company. 51 V., c. 29, s. 40, ss. 2.

61. At least four weeks public notice of any meeting shall be given by advertisement published in The Canada Gazette, and in at least one newspaper published in the place where the head office is situate, in which notice shall be specified the place and the day and the hour of meeting; all such notices shall be published weekly, and a copy of such Gazette containing such notice shall, on produc

tion thereof, be sufficient evidence of such notice having been given. 51 V., c. 29, s. 41.

What busi

62. Any business connected with or incident to the ess may be undertaking may be transacted at an annual meeting, transacted. excepting such business as, by this Act or the Special Act, is required to be transacted at a special meeting; but no special meeting shall enter upon any business not set forth in the notice upon which it is convened. 51 V., c. 29, s. 42.

63. The number of votes to which each shareholder Voting. shall be entitled, on every occasion when the votes of the shareholders are to be given, shall be in the proportion of the number of shares held by him, and on which all calls due have been paid. 51 V., c. 29, s. 43.

64. Every shareholder, whether resident in Canada or elsewhere, may vote by proxy, if he sees fit, and if such proxy produces from his constituent an appointment in writing, in the words or to the effect following, that is to say:"I,

of the

of

one of the shareholders

do hereby appoint

Calls in arrear.

Voting by

proxy.

Form of

of proxy.

, to be my proxy, and in my absence, to vote or give my assent to any business, matter or thing relating to the undertaking of the said that is mentioned or proposed at any meeting of the shareholders. of the said company, in such manner as he, the said

thinks proper.

"In witness whereof, I have hereunto set my hand and seal the in the year day of

Validity of vote by proxy.

51 V., c. 29, s. 44. 65. The votes by proxy shall be as valid as if the constituents had voted in person; and every matter or thing proposed or considered at any meeting of the shareholders shall be determined by the majority of votes and proxies then present and given; and all decisions and vote binding. acts of any such majority shall bind the company and be deemed the decisions and acts of the company. 51 V., c. 29, s. 45.

Majority

Certified copies of

66. Copies of the minutes of proceedings and resolutions of the shareholders of the company, at any annual minutes, etc. or special meeting, and of the minutes of proceedings and resolutions of the directors, at their meetings, extracted from the minute book, kept by the secretary of the company, and by him certified to be true copies ex- Evidence. tracted from such minute books, and when sealed with the company's seal shall, without proof of the signature of such secretary, be evidence of such proceedings and resolutions in any court. 51 V., c. 29, s. 212.

67. All notices given by the secretary of the company by order of the directors shall be deemed notices by the directors of the company. 51 V., c. 29, s. 213.

Notices by secretary valid.

Board of directors.

Majority quorum.

Votes at

adjourned meeting.

Vacancies in directorate.

Qualifications of directors.

Term of office.

Vacancies

how Alled.

President and Directors.

68. A board of directors, which may be known as the directors, of the company, to manage its affairs, the number of whom shall be stated in the Special Act, and a majority of whom shall form a quorum, shall be chosen at the annual meeting; and if such election is not held on the day appointed therefor, the directors shall cause such election to be held at a special meeting duly called for that purpose within as short a delay as possible after the day so appointed. 51 V., c. 29, s. 46, Am.

69. No person shall vote on such subsequent day, except those who would have been entitled to vote if the election had been held on the day when it should have been held. 51 V., c. 29, s. 47.

70. Vacancies in the directors shall be filled in the manner prescribed by the by-laws. 51 V., c. 29, s. 48.

71. No person shall be a director unless he is a shareholder, owning twenty shares of stock and has paid all calls due thereon, and is qualified to vote for directors at the election at which he is chosen. 51 V., c. 29, s. 49.

72. The directors appointed at the last election, or those appointed in their stead in case of vacancy, shall remain in office until the next ensuing election of directors. 51 V., c. 29, s. 50.

73. In case of the death, absence or resignation of any by death etc., of the directors, others may, unless otherwise prescribed by the by-laws, be appointed in their stead by the remaining directors; and, in case such remaining directors do not constitute a quorum, then by the shareholders at a special meeting to be called for that purpose; but if such appointment is not made, such death, absence or resignation, shall not invalidate the acts of the remaining directors. 51 V., c. 29, s. 51.

President.

74. The directors shall, at their first or at some other meeting after the election elect one of their number to be the president of the company, who shall always, when present, be the chairman of and preside at all meetings of the directors, unless otherwise provided by by-law, and shall hold his office until he ceases to be a director, or until another president has been elected in his stead; Vice-prest and they may, in like manner, elect a vice-president, who shall act as chairman in the absence of the president. 51 V., c. 29, s. 52, Am.;-61 V., c. 22, s. 3.

dent.

75. The directors, at any meeting at which not less than a quorum are present, shall be competent to use and exercise all and any of the powers vested in the directors. 51 V., c. 29, s. 53.

76. The act of a majority of a quorum of the directors present at any meeting regularly held, shall be deemed the act of the directors. 51 V., c. 29, s. 54.

77. No director shall have more than one vote, except

the chairman, who shall, in case of a division of equal numbers, have the casting vote. 51 V., c. 29, s. 55.

subject to

78. The directors shall be subject to the examination Directors and control of the shareholders at their annual meetings, shareholders and shall be subject to all by-laws of the company, and to and by-laws. the orders and directions from time to time made or given at the annual or special meetings; but such orders and directions shall not be contrary to or inconsistent with any express directions or provisions of this Act or of the Special Act. 51 V., c. 29, s. 56, Am.

Proviso.

officers, con

79. No person who holds any office, place or employment Disability of in, or who is concerned or interested in any contract under tractors and or with the company, or is surety for any contractor with sureties. the company, shall be capable of being chosen a director, or of holding the office of director, nor shall any person who is a director of the company enter into, or be directly or indirectly, for his own use and benefit, interested in any contract with the company, other than a contract which relates to the purchase of land necessary for the railway, or be or become a partner of or surety for any contractor with the company. 51 V., c. 29, s. 57.

80. The directors may make by-laws or pass resolutions, from time to time, for the following purposes:

(a.) for the management and disposition of the stock, property, business and affairs of the company, not inconsistent with the laws of Canada;

(b.) for the appointment of all officers, servants and artificers and for prescribing their respective duties and the compensation to be made therefor;

(c.) for the retirement of such of said officers and servants, on such terms as to an annual allowance or otherwise, as in each case the directors, in the interest of the company's service and under the circumstances, consider just and reasonable. 59 V., c. 9, s. 1.

Directors may make bylaws respectintock. ing:Stock, property and busi

ness of company.

Appointcers and serv

ment of offi

ants.

Retirement of officers, etc.

Appointment of off

81. The directors shall, from time to time, appoint such officers as they deem requisite, and shall take sufficient cers and sesecurity, by one or more bonds, or by the guarantee of any curity to be society or joint stock company incorporated and empowered to grant guarantees, bonds, covenants or policies for the integrity and faithful accounting of persons occupying positions of trust, or for other like purposes, as they deem expedient, from the managers and officers, for the time being, for the safe-keeping and accounting for by them, respectively, of the moneys raised by virtue of this Act and the Special Act, and for the faithful execution of their duties, as the directors think proper. 51 V., c. 29, s. 59.

82. In case of the absence or illness of the president, the vice-president shall have all the rights and powers of the president, and may sign all debentures and other instruments, and perform all acts which, by the regulations and by-laws of the company, or by the Special Act, are

S. Doc. 243, 59-1-vol 5—3

Powers of vice-president.