shareholders. 110. A true and perfect account of the names and places Record of of abode of the several shareholders shall be entered in a book, which shall be kept for that purpose, and which shall be open to the inspection of the shareholders. 51 V., c. 29, s. 88. Bonds, Mortgages, and Borrowing Powers. bonds author 111. The directors of the company, under the authority Issue of of the shareholders, to them given at any special meeting, ized. called for the purpose in the manner provided by section 61 of this Act, or at any annual meeting for which like notice of intention to apply for such authority has been Procedure. given as is required in the case of a special meeting, and at which meeting, whether annual or special, shareholders representing at least two-thirds in value of the subscribed stock of the company, and who have paid all calls due thereon, are present in person or represented by proxy, may, subject to the provisions in this Act and the Special Act contained, issue bonds, debentures, perpetual or terminal debenture stock, or other securities, signed by the president or other presiding officer and countersigned by the secretary, which counter-signature and the signature to the coupons attached to the same may be engraved; and such securities may be made payable at such times and in such manner, and at such place or places in Canada or elsewhere, and may bear such rate of interest, not exceeding five per cent per annum, as the directors think proper. When and where payable. Interest. Disposal of 2. The directors may issue, and sell or pledge, all or any of the said securities, at the best price, and upon the best bonds. terms and conditions, which, at the time, they may be able to obtain, for the purpose of raising money for prosecuting the said undertaking. 3. No such security shall be for a less sum than one hundred dollars. Amount of bonds, etc. Extent of borrowing Proviso: as 4. The power of issuing securities conferred upon the company hereby, or under the Special Act, shall not be power. construed as being exhausted by such issue; and such power may be exercised from time to time; but the limit to the amount of securities fixed in the Special Act shall not be exceeded: Provided that no power to issue or dis- to provincial pose of any such securities under any Special Act of the railway comProvincial Legislature, in connection with a railway com- thority of ing under the legislative authority of the Parliament of Parliament. Canada, shall be subsequently exercised without the sanction of the Governor in Council. 51 V., c. 29, s. 93, Am. by 55-56 V., c. 27, s. 4, Am. ing under au Mortgage to secure bonds. 112. The company may secure such securities, by a mortgage deed creating such mortgages, charges and encumbrances upon the whole of such property, assets, rents and revenues of the company, present or future, or both, as are described therein; but such property, assets, rents first charge. Penalties, Powers which may be granted in mortgage. Property excepted from operation of mortgage. Mortgage to be deposited of State and notice given. and revenues shall be subject, in the first instance, to the payment of any penalty then or thereafter imposed upon the company for noncompliance with the requirements of this Act, and next, to the payment of the working expenditure of the railway. 2. By the said mortgage the company may grant to the holders of such securities, or the trustees named in such mortgage, all and every the powers, rights and remedies granted by this Act in respect of the said securities, and all other powers, rights and remedies, not inconsistent with this Act, or may restrict the said holders in the exercise of any power, privilege or remedy granted by this Act, as the case may be; and all the powers, rights and remedies, so provided for in such mortgage, shall be valid and binding and available to the said holders in manner and form as therein provided. 3. The company may except from the operation of any such mortgage deed any assets, property, rents or revenue of the company, and may declare and provide therein that such mortgage shall only apply to and affect certain sections or portions of the railway or property of the company; but where any such exception is made the company shall in such mortgage deed expressly specify and describe, with sufficient particularity to identify the same, the assets, property, rents or revenue of the company, or the section or portions of the railway, not intended to be included therein or conveyed thereby. 4. Every such mortgage deed and every assignment with Secretary thereof or other instrument in any way affecting such mortgage or security shall be deposited in the office of the Secretary of State of Canada, of which deposit notice shall forthwith be given in The Canada Gazette. Such mortgage deed or other instrument need not be registered under the provisions of any law respecting registration of instruments affecting real or personal property. Evidence. Bonds to be a first charge. 5. A copy of any such deed or instrument so deposited, certified to be a true copy by the Secretary of State, or by the Deputy Registrar General of Canada, shall be received as prima facie evidence of the original in all courts without proof of the signature of such official. 113. The securities, hereby authorized to be issued shall be taken and considered to be the first preferential claim and charge upon the company, and the franchise, undertaking, tolls and income, rents and revenues, and real and personal property thereof, at any time acquired, save Exception. and except as provided for in the next preceding section. Holder of bonds a mortgagee. 2. Each holder of the said securities shall be deemed to be a mortgagee or encumbrancer upon the said securities pro rata with all the other holders; and no proceedings authorized by law or by this Act shall be taken to enforce payment of the said securities, or of the interest thereon, except through the trustee or trustees appointed by or under such mortgage deed. 51 V., c. 29, s. 95. bondholders 114. If the company makes default in paying the prin- Rights of cipal of, or interest on, any of such securities, at the time on default by when such principal or interest, by the terms of the company. security, becomes due and payable, then at the next annual general meeting of the company, and at all subsequent meetings, all holders of such securities, so being and remaining in default, shall, in respect thereof, have and possess the same rights, privileges and qualifications for being elected directors, and for voting at general meetings, as would attach to them as shareholders if they held fully paid-up shares of the company to a corresponding amount. affecting such 2. The rights given by this section shall not be exer- Limitations cised by any such holder, unless it is so provided by the rights. mortgage deed, nor unless the security, in respect of which he claims to exercise such rights has been registered in his name, in the same manner as the shares of the company are registered, at least ten days before he attempts to exercise the right of voting thereon; and the company shall be bound on demand to register such securities, and thereafter any transfers thereof, in the same manner as shares or transfers of shares. 3. The exercise of the rights given by this section shall not take away, limit or restrain, any other of the rights or remedies to which the holders of the said securities, are entitled under the provisions of such mortgage deed. 51 V., c. 29, s. 96. 115. All such securities may be made payable to bearer, and shall, in that case, be transferable by delivery until registration thereof, as hereinbefore provided, and, while so registered, they shall be transferable, by written transfers, registered in the same manner as in the case of the transfer of shares. 51 V., c. 29, s. 97. Registration. Other rights not affected. Transfer of bonds. Power to 116. The company may, for the purposes of the under- borrow money taking, borrow money by overdraft or upon promissory by overdraft, note, warehouse receipt, bill of exchange or otherwise etc. upon the credit of the company and become party to promissory notes and bills of exchange; and every such note or bill made, drawn, accepted or endorsed, by the president or vice-president of the company, or other officer authorized by the by-laws of the company, and countersigned by the secretary of the company, shall be binding on the company; and every such note or bill of exchange so made, drawn, accepted or endorsed' shall be presumed to have been made, drawn, accepted or endorsed with proper authority, until the contrary is shown; 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 president or vice-president or secretary or other officer of the company, so authorized be individually responsible for the same, unless such promissory note or bill of exchange has been issued without proper authority; but nothing in this section shall be con No seal nec essary. be payable to bearer. Notes not to strued to authorize the company to issue any note or bill payable to bearer, or intended to be circulated as money or as the note or bill of a bank. 51 V., c. 29, s. 98, Am. Time for construction limited. Powers of the company in VII.-CONSTRUCTION OF RAILWAY. Limitation of Time for Construction. 117. If the construction of the railway is not commenced and fifteen per cent on the amount of the capital stock is not expended thereon within two years after the passing of the Act authorizing the construction of the railway, or if the railway is not finished and put in operation within five years from the passing of such Act, then the powers granted by such Act or by this Act shall cease and be null and void as respects so much of the railway as then remains uncompleted. 51 V., c. 29, s. 89, Am. General Powers. 118. The company may, for the purposes of the underrespect of the taking, subject to the provisions in this and the Special undertaking. Act contained :— To enter upon lands. Surveys. Receive grants and bonuses. Acquire property. (a.) enter into and upon any Crown lands without previous license therefor, or into and upon the lands of any person whomsoever, lying in the intended route or line of the railway; and make surveys, examinations or other necessary arrangements on such lands for fixing the site of the railway, and set out and ascertain such parts of the lands as are necessary and proper for the railway; (b.) receive, take and hold, all voluntary grants and donations of lands or other property or any bonus of money or debenture, or other benefit of any sort, made to it for the purpose of aiding in the construction, maintenance and accommodation of the railway; but the same shall be held and used for the purpose of such grants or donations only; (c.) purchase, take and hold of and from any person, any lands or other property necessary for the construction, maintenance and operation of the railway, and also Dispose of alienate, sell or dispose of, and lands or property of the property not required. company which for any reason have become not necessary for the purposes of the railway; Carry railway across lands. Cross and connect with other railways. Construct and operate railways. (d.) make, carry or place the railway across or upon the lands of any person on the located line of the railway; 63-64 V., c. 23, s. 3. (e.) cross any railway, or join the 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 purposes of such connection; (f.) make, complete, operate, alter and maintain the railway with one or more sets of rails or tracks, to be worked by the force and power of steam, electricity, or of the atmosphere, or by mechanical power, or any combination of them; Motive power. buildings, etc. (g.) construct, erect and maintain all necessary and Construct convenient roads, buildings, stations, depots, wharfs, equipment, docks, elevators, and other structures, and construct, purchase and acquire stationary or locomotive engines, rolling stock, and other apparatus necessary for the accommodation and use of the traffic and business of the railway; Construct branch rail (h.) make branch railways, and manage the same, and for that purpose exercise all the powers, privileges and ways. authority necessary therefor, in as full and ample a manner as for the railway; passengers (i.) take, transport, carry and convey persons and Transport goods on the railway, regulate the time and manner in and freight. which the same shall be transported, and the tolls to be charged therefor; (j) fell or remove any trees which stand within one hundred feet from either side of the right of way of the railway, or which are liable to fall across any railway track; Remove trees. embankments, (k.) make or construct in, upon, across, under or over Construct any railway, tramway, river, stream, watercourse, canal, bridges, drains, or highway, which it intersects or touches, temporary or fences, etc. permanent inclined planes, tunnels, embankments, aqueducts, bridges, roads, ways, passages, conduits, drains, piers, arches, cuttings and fences; Divert high ways and (7.) divert or alter, as well temporarily as permanently, the course of any such river, stream, watercourse or high- waterways. way, or raise or sink the level thereof, in order the more conveniently to carry the same over, under or by the side of the railway; (m.) make drains or conduits into, through or under any lands adjoining the railway, for the purpose of conveying water from or to the railway; Construct drains. drains, pipes, (n.) divert or alter the position of any water-pipe, gas- Divert pipe, sewer or drain, or any telegraph, telephone or elec- and wires. tric lines, wires or poles; Construct (o.) construct, acquire and use telegraph, telephone or telegraph. electric lines and plant; (p.) from time to time alter, repair or discontinue the before-mentioned works, or any of them, and substitute others in their stead; (9.) do all other acts necessary for the construction, maintenance and operation of the railway. 51 V., c. 29, s. 90, Am. telephone and electric lines. Alter and substitute other works. Do other necessary acts. Declaration as to powers to lands. 2. Any company which has obtained from the Crown by way of subsidy or otherwise, in respect of the construc- with respect tion or operation of its railway, a right to any land or to an interest in land, has, and from the time of obtaining such right has had, as incident to the exercise of its corporate powers, authority to acquire, sell or otherwise dispose thereof or any part thereof; and such company may |