Any person may aid
Company.

Power to issue bonds upon railway.

Proviso.

(INCORPORATION).

advantage to the Company, or in aid of the same, of any nature or kind whatsoever, and the generality of the latter part of this clause is not to be held to be restricted by the specific mention of the forgoing ways and means.

24. It shall be lawful for any person or corporation, municipal or otherwise, within the legislative authority of the Legislature of the Province of British Columbia, to make grants of land, privileges, bonuses, guarantees of bonds, or interest, loans or gifts of money, or securities for money to the Company, and to subscribe for any number of shares in the Company, or bonds, debentures of the Company, or exempt the Company from any tax or impost, or to aid the Company by all or any of such means as may by them be deemed advisable.

25. The Company, under the authority of a special general meeting of the shareholders called for the purpose, may issue mortgage bonds to the extent of twenty-five thousand dollars per mile of the Canadian Northern Railway for the purposes of the undertaking authorized by the present Act, which issue shall constitute a first mortgage and privilege upon the said railway constructed or acquired, and to be thereafter constructed or acquired, and upon its real and personal property acquired, and to be thereafter acquired, including rolling stock and plant, and upon its tolls and revenues (after deducting from such tolls and revenues the working expenses), and upon the franchises of the Company; the whole as shall be declared and described as so mortgaged in any deed of mortgage as hereinafter provided: Provided always, however, that if the Company shall have issued, or shall intend to issue, land grant bonds under the provisions of the twentysixth section hereof any lands granted and to be granted to the Company may be excluded from the operation of such mortgages and privilege; and provided also, that such mortgages and privilege shall not attach upon any property which the Company are hereby authorized to acquire or receive until the same shall have been conveyed to the Company, but shall attach upon such property if so declared in such deed as soon as the same shall be conveyed to the Company, and such mortgage and privilege may be evidenced by a deed or deeds of mortgage executed by the Company, with the authority of its shareholders expressed by a resolution passed at such special general meeting, and any such deed may contain such description of the property mortgaged by such deed, and upon such conditions respecting the payment of the bonds secured thereby, and of the interest thereon, and the remedies which shall be enjoyed by the holders of such bonds, or by any trustee or trustees for them, in default of such payment and the enforcement of such remedies, and may provide for such forfeitures and penalties in default of such payment as may be approved by such meeting, and may also contain, with the approval aforesaid, authority

(INCORPORATION).

to the trustee or trustees upon such default as one of such remedies to take possession of the railway and property mortgaged, and to hold and run the same for the benefit of the bondhol lers thereof for a time to be limited by such deed, or to sell the said railway and property after such delay and upon such terms and conditions as may be stated in such deed and with like approval. Any such deed may contain provisions to the effect that upon such default, and upon such other conditions as shall be described in such deed, the right of voting possessed by the shareholders of the Company, and by the holders of preferred stock therein, or by either of them, shall cease and determine, and shall thereafter appertain to the bondholders, or to them and to the holders of the whole or of any part of the preferred stock of the Company as shall be declared by such deed, and such deed may also provide for the conditional or absolute cancellation after such sale of all or any of the shares so deprived of voting power, or of any or all of the preferred stock of the Company, or both, and may also either directly by its terms, or indirectly by reference to the by-laws of the Company, provide for the mode of enforcing and exercising the powers and authority to be conferred and defined by such deed under the provisions hereof, and such deed and provisions thereof made under the authority hereof, and such other provisions hereof as shall purport (with like approval) to grant such further and other powers and privileges to such trustee or trustees, and to such bondholders, as are not contrary to law or to provisions of this Act, shall be valid and binding, but if any change in the ownership or possession of the said railway and property shall at any time take place under the provisions hereof, or of any such deed, or in any other manner, the said railway and property shall continue to be held and operated under the provisions hereof, and if the Company does not avail itself of the power of issuing bonds secured upon the land grant alone as in this Act provided, the issue of bonds as hereby authorized may be increased to any amount not exceeding forty thousand dollars per mile of the said Canadian Northern Railway, made up of the said sum of twentyfive thousand dollars per mile of the said railway, and a further sum not exceeding two dollars per acre for all and any land granted to the Company in aid of the said railway and undertaking authorized by this Act.

26. The Company may issue mortgage bonds to the extent of two Power to issue bonds dollars per acre upon any land granted in aid of the said railway and upon land grant. of the undertaking authorized by this Act, such issue to be made only upon similar authority to that required by this Act for the issue of bonds upon the railway, and when so made such bonds shall constitute a first mortgage upon such lands, and shall attach upon them when they shall be granted, if they are not actually granted at the time of

Signatures to bonds.

Denomination of bonds.

Bond or mortgage

tered.

(INCORPORATION).

the issue of such bonds, and such mortgage may be evidenced by a deed or deeds of mortgage to be executed under like authority to the deed securing the issue of bonds on the railway, and such deed or deeds under like authority may contain similar conditions and may confer upon the trustee or trustees named thereunder, and upon the holders of the bonds secured thereby, remedies or authorities, powers and privileges, and may provide for forfeitures and penalties similar to those that may be inserted and provided for under the provisions of this Act in any deed securing the issue of bonds on the railway, together with such other provisions and conditions not inconsistent with law or this Act as shall be so authorized. And such bonds may be styled Land Grant Bonds."

27. If it is provided by the mortgage deed executed to secure the issue of bonds that any of the signatures to bonds, or to the coupons thereto appended, may be engraved, stamped, or lithographed thereon, such engraved, stamped, or lithographed signature shall be valid and binding on the Company.

✓ 28. The bonds authorized by this Act to be issued upon the railway and upon any land that may be granted to the Company, or both, may be so issued in whole or in part in the denominations of dollars, pounds sterling, or francs, or in any or all of them, and the coupons may be for payment in denominations similar to those of the bonds to which they are attached, and the whole or any of such bonds may be pledged, negotiated, or sold upon such conditions and at such price as the Board of Directors shall from time to time determine. And provision may be made by the by-laws of the Company that after the issue of any bond the same may be surrendered to the Company by the holder thereof, and the Company may in exchange therefor issue to such holder inscribed stock of the Company, which inscribed stock may be registered or inscribed at the chief place of business of the Company or elsewhere, in such manner and with such rights, lien privileges and preferences, at such place, and on such conditions as shall be provided for by the by-laws of the Company.

29. It shall not be necessary in order to preserve the priority lien, need not be regis- charge, mortgage, or privilege purporting to appertain or to be created by any bond issued or mortgage deed executed under the provisions of this Act, that such bond or deed should be registered in any manner or Notarial copy to be in any place whatever; but a notarial copy of every such mortgage filed, and notice to deed shall be deposited in the office of the Registrar-General of Titles, published in Gazette. of which deposit such notice shall be given in the British Columbia Gazette, and in like manner a notarial copy of any agreement entered into by the Company, under section 30 of this Act, shall also be deposited in the said office, and a copy of any such mortgage deed or

し

(INCORPORATION).

agreement so filed, certified to be a true copy by the Registrar-General

of Titles, shall be received as primâ facie evidence of the original in all Courts of Justice without proofs of the signatures or seal upon such

original.

30. If at any time an agreement be made by the Company with Agreement with bondholder, etc. any person intending to become a bondholder of the Company, or be contained in any mortgage deed executed under the authority of this Act restricting the issue of bonds by the Company under the powers conferred by this Act defining or limiting the mode of exercising such powers, the Company after the deposit thereof with the RegistrarGeneral of Titles, as herein before provided, shall not act upon such powers otherwise than as defined, restricted and limited by such agreement. And no bond thereafter issued by the Company, and no order, resolution or proceeding thereafter made, passed or had by the Company or by the Board of Directors contrary to the terms of such agreement, shall be valid and effective.

31. The Company may, from time to time, issue guaranteed or Preference stock.

preferred stock at such price, to such amount, not exceeding twenty

thousand dollars per mile, and upon such conditions as to the prefer

ences and privileges thereto, or to different issues or classes thereof, and otherwise as shall be authorized by the majority in value of the shareholders present in person or represented by proxy at any annual meeting or at any special general meeting thereof called for the purpose. Notice of intention to propose such issue at such meeting being given in the notice calling such meeting, but the guarantee or preference to such stock accorded shall not interfere with the lien mortgage and privilege attaching to bonds issued under the authority of this Act. And the holders of such preferred stock shall have such power of voting at meetings of the shareholders as shall be conferred upon them by the by-laws of the Company.

penses.

32. The phrase "working expenses," shall mean and include all "Working exexpenditures of maintenance of the railway, and the stations, buildings, works, and conveniences belonging thereto, and of the rolling and other stock and moveable plant used in the working thereof, and also all such tolls, rents, or annual sums as may be paid in respect of the hire of engines, carriages, or waggons let to the Company, also all rents, charges, or interest on the purchase money of land belonging to the Company, purchased but not paid for, or not fully paid for, and also all expenses of and incidental to working railway and traffic thereon, including stores and consumable articles. Also rates, taxes, insurance, and compensation for accident or losses, also all salaries and wages of persons employed in or about the working of the railway and traffic, and all offices and managing expenses, including Director's fees, agency, legal, and other like expenses.

Company's contracts to be binding, etc.

Not to engage in banking or insur

ance.

ceeds of sale of lands.

(INCORPORATION).

33. Every contract, agreement, engagement, script certificate, or bargain made, and every bill of exchange drawn, accepted, or endorsed, and every promissory note and cheque made, drawn, or endorsed on behalf of the Company by any agent, officer or servant of the Company, in general accordance with his powers as such under the by-laws of the Company, shall be binding upon the Company, and in no case shall it be necessary to have the seal of the Company affixed to any such bill, note, cheque, contract, agreement, engagement, bargain or script certificate, or prove that the same was drawn, made, accepted, or endorsed, as the case may be, in pursuance of any by-law or special vote or order, nor shall the parties so acting as agent, officer, or servant of the Company be subjected individually to any liability whatsoever to any third party therefor: Provided always that the Company are not to be deemed to be debarred from proving that the same was not issued by authority of the Company, and that nothing in this Act shall be construed to authorize the Company to issue any, note payable to bearer thereof, or any promissory note intended to be circulated as money or as a note of a bank, or to engage in the business of banking or insurance.

Application of pro-V 34. The lands acquired by the Company and held for sale for the purpose thereof may be conveyed to trustees to be held and conveyed by them upon the trusts and for the purposes herein declared in reference to such lands, and all moneys arising from the sale of such lands shall be held and applied in trust for the purposes following, that is to say, first, in payment of the expenses connected with the acquisition, survey, management and sale of the said lands, secondly, in payment of the interest on bonds secured by such lands from time to time, thirdly, in payment and redemption of the said bonds when and as they become due, and fourthly, for the general purposes of the Company.

Purchasers of lands 35. All lands sold and conveyed by the Company and the said from Company pro- trustees, after a conveyance thereof to them upon the trusts aforesaid tected against

charges.

Bonds to be made payable to bearer.

and which have been paid for in cash, shall be forever released and discharged from all mortgages, liens and charges of any kind or nature by this Act or by the Company created, and the purchase money arising from the sale of such lands shall be applied in accordance with the trusts in the last preceding section declared.

36. All bonds, preference stock, debentures and other securities hereby authorized, and the coupons and interest warrants thereon respectively, may be made payable to bearer, and shall in that case be transferable by delivery without regard to any equities between the holder or holders thereof and the Company.