Payment of arrears before sale.

Certificate

of treasurer to

forfeiture and

purchaser.

pay the arrears then due from such defaulter on account of any calls, together with interest, and the expenses attending such sale and declaration of forfeiture; and if the money produced by the sale of any such forfeited shares is more than sufficient to pay all arrears of calls and interest thereon due at the time of such sale, and the expenses attending the declaration of forfeiture and sale thereof, the surplus shall, on demand, be paid to the defaulter.

3. If payment of such arrears of calls and interest and expenses is made before any share so forfeited and vested in the company is sold, such share shall revert to the person to whom it belonged before such forfeiture, in such manner as if such calls had been duly paid.

106. A certificate of the treasurer of the company that be evidence of the forfeiture of the shares was declared, shall be suffiof title in cient evidence of the fact, and of their purchase by the purchaser; and such certificate, with the receipt of the treasurer for the price of such shares, shall constitute a good title to the shares; and the certificate shall be, by the said treasurer, registered in the name and with the place of abode and occupation of the purchaser, and shall be entered in the books to be kept by the company; and such purchaser shall thereupon be deemed the holder of such shares, and shall not be bound to see to the application of the purchase money, and his title to such shares shall not be affected by any irregularity in the proceedings in reference to such sale; and any shareholder may purchase any share so sold. 51 V., c. 29, s. 84, Am. advance made 107. Any shareholder who is willing to advance the by shareholder amount of his shares, or any part of the money due upon his shares, beyond the sums actually called for, may pay the same to the company,-and upon the principal moneys so paid in advance, or so much thereof as, from time to time, exceeds the amount of the calls then made upon the shares in respect to which such advance is made, the company may pay such interest, at the lawful rate of interest for the time being, as the shareholders, who pay such sum to be paid out in advance, and the company agree upon; but such interhall not be paid out of the capital subscribed. 51 V., c. 29, s. 85.

Interest on

to company.

No interest

of capital.

Limit of shareholder's liability to

creditors of the company.

equal rights as

04

105. Every shareholder shall be individually liable to the creditors of the company for the debts and liabilities of the company, to an amount equal to the amount unpaid on the stock held by him, and until the whole amount of his stock has been paid up, but no such shareholder shall be liable to an action in respect of his said liability until an execution at the suit of the creditor against the company has been returned unsatisfied in whole or in part. 51 V., c. 29, s. 86.

Allens have 109. All shareholders in the company, whether British shareholders. subjects or aliens, or residents in Canada or elsewhere, shall have equal rights to hold stock in the company, and to vote on the same, and shall be eligible to office in the company. 51 V., c. 29, s. 87.

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.

Issue bonds author

Procedure.

111. The directors of the company, under the authority 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 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.

2. The directors may issue, and sell or pledge, all or any of the said securities, at the best price, and upon the best 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.

When and where payable.

Interest.

Disposal of bonds.

Amount of bonds, etc.

Extent of borrowing

Proviso: as

4. The power of issuing securities conferred upon 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.

Holder of

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. 2. Each holder of the said securities shall be deemed bonds a mort- 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.

gagee.

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.

Limitations affecting such

2. The rights given by this section shall not be exercised 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.

etc.

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 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 necessary.

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.

Dispose of

property not required.

Carry railway across lands.

Cross and connect with other railways.

Construct and operate railways.

(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, anl also alienate, sell or dispose of, and lands or property of the company which for any reason have become not necessary for the purposes of the railway;

(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