"Manager." &c. "Lands." แ repugnant to such construction, that is to say, the word "Manager" shall include the words "Cashier," and Secretary;" the word "Lands," and the words "Real Estate" shall extend to messuages, lands, tenements and hereditaments of any tenure; the expression "the Company" shall mean the "Canada Land Investment Guarantee Company (Limited)" in this Act mentioned and described; the expressions "the Directors" and "the Manager" shall mean rectors," and the Directors and the Manager respectively, for the time Manager." being, of the said Company. "The Company." "The Di CHAP. 64. Preamble. Number of be reduced or increased. An Act to amend the Acts of Incorporation of The [Assented to 8th April, 1875.] WHEREAS The Great Western Railway Company have represented by their petition that it will be more satisfactory to the shareholders to have power to reduce or increase the number of their Directors within certain limits, and to have the qualification of Directors increased, and that the right to hold shares and stocks, of which they may be possessed should be exercised, either in the name of the Company or of trustees, with power to such trustees to exercise all the rights of ordinary shareholders; and they have also petitioned that their corporate powers may be increased, and that the Acts relating to the Company may be otherwise amended, and it is 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: 1. It shall be lawful for the Great Western Railway Comdirectors may pany, hereinafter called "The Company," from time to time, in special general meeting, to reduce or to increase the number of the Directors of the Company, so, however, that such number shall not be less than six, and to determine the order of rotation in which such reduced or increased number shall go out of office, and what number not less than three shall be a quorum at the meetings of the Directors, of which number not less than three shall be present in person. Qualification 2. From and after the general meeting in the month of Octoof a director. ber next after the passing of this Act, no person shall be capable of being a Director of the Company unless he be a shareholder to the amount of at least one hundred shares A director not duly registered in his name; and if thereafter any Director at qualified must any time cease to be a holder of at least one hundred shares vacate. duly duly registered in his name, the office of such Director shall become vacant, and thenceforth he shall cease from voting or acting as a Director. 3. At any meetings of the Directors of the Company in Directors England, any of the said Directors who shall be absent from absent from England may England may vote by proxy, such proxy being himself a vote by proxy Director, and appointed in writing; but no Director shall at meeting in England. act as proxy for more than two other Directors; and all questions at any such meetings shall be determined by the major ity of votes of the Directors present in person or represented by proxy; and in case of an equal division of votes, the Chairman shall have a casting vote in addition to his vote as one of the Directors. defined. 4. And for the more clearly defining the powers of the Powers of Directors and the powers of the Company to be exercised directors only in general meeting, it is enacted that the Directors shall have the management and superintendence of the affairs of the Company, and they may lawfully exercise all the powers of the Company except as to such matters as are or may be directed by this or any Act or Acts relating to the Company, to be transacted by or with the consent of a general meeting of the Company, special or ordinary; but all the powers so to be exercised shall be exercised in accordance with and subject to the provisions of this and other Acts relating to the Company; and the exercise of all such powers shall be subject also to the control and regulation of any general meeting specially convened for the purpose, but not so as to render invalid any act done by the Directors prior to any resolution passed by such general meeting. sect. 17 of Canada, 5. The seventeenth section of the Act of the late Province Proviso of Canada, passed in the twenty-sixth year of Her Majesty's added to reign, chapter fifteen, is hereby amended by adding thereto Act of Prothe following words, that is to say, "Provided also, that in vince of the case of special general meetings, the same may be called 26 V., 15. by the Directors either by such advertisements as aforesaid Notice of speor by circular addressed to each registered shareholder, and meetings, how cial general posted at Hamilton, Canada, to each such shareholder resi- to be given. dent in America, and at London, England, to all other such shareholders at least twenty-one days previous to the date of such meeting, which circular shall state the object of and the business to be transacted at such meeting.' 6. Whenever the consent of a majority or of any particu- Consent of lar majority of votes of the shareholders is required in order majority or particular to do any act or to authorize any proceeding of the Company, majority at either at an ordinary or at a special general meeting of the meeting, how Company, the same shall be determined by a majority, or by and proved. the particular majority, as the case may be, of the votes given at such meeting by such shareholders for the time being, en ascertained Shares of other com to be held. titled to vote as may be present in person or represented by proxy; and such majority or particular majority shall only require to be proved in the event of a poll being demanded at such meeting, and if such poll be not demanded, then a declaration by the Chairman that the resolution authorizing such proceeding has been carried, and an entry to that effect in the book of proceedings of the Company,shall be sufficient authority for such proceeding without proof of the number or proportion of votes given in favor of or against the same. 7. All shares and stocks possessed or which may be panies, how lawfully acquired by the Company, and which they are authorized to hold in the capital stocks of other Companies, may be held by the Company, either in its own name or in the name of trustees, and such trustees shall have all the rights, powers and privileges of ordinary shareholders. Company may be a party to bills or notes for and how. 8. The Company shall have power and authority to become parties to promissory notes and bills of exchange for sums not less than one hundred dollars; and any such note sums not less or bill made, accepted, or endorsed by the President or Vicethan $100; President of the Company and countersigned by the Secretary and under the authority of a quorum of the Directors, shall be binding on the Company; and every such note or bill so made, accepted or endorsed shall be presumed to have been made, accepted or endorsed 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 note or bill, nor shall the President or Vice-President or the Secretary be individually responsible for the same unless the said notes or bills have been issued without the sanction and authority of the Board of Directors as herein provided and enacted: Provided, however, that nothing in this section shall be construed to authorize the Company to issue any note or bill payable to bearer or intended to be circulated as money or as the notes or bills of a bank. Proviso. Lands, &c., held for certain purposes. 9. For the purpose of taking, acquiring and holding lands how to be ac- and rights of way thereto, under and by virtue of the fifth quired and section of section of "The Great Western Railway Act, 1873," the Company shall have and may exercise all the rights, privileges and powers given them with respect to their main line of railway by the Acts relating to the Company, and all the provisions of the said Acts relating to the taking or acquiring of lands by, or the conveyance thereof to, or the vesting of the same in the Company, shall apply to and for such purposes: and such lands and rights of way may be so acquired in fee simple, or for a term of years, as the Company may think proper; and notwithstanding anything in the seventh section of the said Act contained, it shall not be necessary to obtain the consent of the shareholders before exercising such powers. CHAP. CHAP. 65. An Act to re-arrange the Capital of the Northern Railway Company of Canada, to consolidate the enactments relating to the said Company, to enable the said Company to change the gauge of its railway, and to amalgamate with the Northern Extension Railways Company, and for other purposes. [Assented to 8th April, 1875.] WHEREAS, for the proper accommodation and develop- Preamble, ment of the traffic of the district served by the North- Recital. ern Railway Company of Canada, it is necessary to change the gauge of the said railway from five feet six inches to four feet eight and one-half inches, and that additional rolling stock and other equipments should be provided, and additional works and improvements executed on the said railway, and new expenditure on capital account will therehave to be incurred: capital. And whereas the present share and loan capital of the Present share Northern Railway Company of Canada, hereinafter called and loan "The Company," consists of the following particulars (that is to say) : (a) First preference bonds to the amount of £250,000 sterling, in bonds of £100 sterling each; (b) Second preference bonds to the amount of £283,900 sterling, in bonds of £100 sterling each; (c) Class A, third preference bonds to the amount of £50,000 sterling, in bonds of £100 sterling each; (d) Class B, third preference bonds to the amount of £100,000 sterling, in bonds of £100 sterling each; (e) The lien of the Dominion, amounting to £475,000 sterling; (f) The share capital of the Company, amounting to £203,800 currency, divided into 40,760 shares of £5 currency each; And whereas besides the lien, the Government holds Bonds held £50,000 in amount, of the said second preference bonds, and by Govern£50,000 in amount, of the said Class B, third preference bonds: And ment. Chap. 23 of And whereas by an Act of the present session provision this session. is made for the discharge of the lien of the Dominion upon certain conditions and payments to be made by the Company: Re-adjust ment required. Petitions recited. And whereas to enable the Company to comply with the said conditions and to make such payments to the Government of the Dominion for the discharge of the lien it is necessary to re-adjust the Company's share capital : And whereas, the Company and the Northern Extension Railways Company, hereinafter called "the Extension Company," have presented petitions praying that the railways of the Northern Extension Railways Company may be declared to be works for the general advantage of Canada, and that powers may be granted for the amalgamation of the said companies : And it is expedient that the prayers of the said respective petitions should be granted : Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: PART I. for purposes of this Act: and extinguishment of ordinary share capital. in what case to be binding. : Special gen1. The Directors of the Company shall call a special general eral meeting meeting of the Company, to be held at Toronto within six months after the passing of this Act, to consider the question of the extinguishment of the existing ordinary share capital of the Company, for a price to be paid out of money to be raised by the issue of new stock under this Act, or the commutation of the said ordinary shares into such new stock as aforesaid,—such price or such new stock to be accepted by the shareholders in full satisfaction and extinguishment of Resolution their respective holdings of original shares: And provided such extinguishment of the present ordinary shares for a price stated, or commutation, at a rate and on terms stated, into new stock, be sanctioned by resolution of the Company and affirmed by two-thirds of the votes of the shareholders present or represented at such special general meeting of the Company, to be duly called and held at Toronto within the time aforesaid, the resolution to that effect agreed to and passed as aforesaid, shall be binding upon all the holders of the present share capital of the Company, and upon the Company: And for the purpose of the separate vote of the shareholders among themselves upon the said question of extinguishment or commutation, each and every share in the capital stock of the Company represented at such meeting, shall entitle the holders thereof, to one vote for every such share: Provided always that it shall be lawful Scale of voting. Proviso. |