Mortgage, but not debentures, to be registered, and effect of registration. Saving certain rights. Enforcement of mortgage by trustees. terms and conditions as the Company shall agree upon, and as shall be expressed in such mortgage or hypothec. 4. Any such mortgage or hypothec upon being duly registered in accordance with the laws of the Province of Quebec, by the registration thereof or of authentic notarial copies thereof, in the registry offices for all the registration divisions in which shall be situate any part of the railway, land, or other property intended to be affected thereby, and without the registration of any of the debentures to be issued thereunder, shall, for the purposes of this Act and the loan to be made in virtue thereof, take effect in priority from the date of its registration without reference to the date or dates at which the debentures to be secured thereby shall be issued, and at whatever subsequent date or dates they shall be so issued; and except as otherwise provided in the mortgage or hypothec, all the debentures to be issued upon the security thereof shall be secured thereby pari passu and without any preference of one over the other, in consequence of the respective dates of issue thereof, or for any other reason; the whole also without prejudice to the rights of unpaid proprietors as above mentioned. 5. The trustees may, at all times, in their own names, and of conditions without the necessity for any concurrence or co-operation of any of the debenture-holders, enforce all the rights which such mortgage or hypothec shall purport to confer upon them, and any contracts into which for the purpose of benefiting or protecting the debenture-holders, they may enter with the contractors for the construction of the railway or with any other persons, in precisely the same way as if such contracts and such mortgage or hypothec had been made to them for their own benefit, and they were the holders of all the debentures issued thereunder and intended to be secured thereby; and for that purpose may, if necessary, bring or defend in their own names any actions or suits in any court in the Dominion of Canada. Certain rights of shareholders to vote, &c., 6. Should such a course be deemed expedient to facilitate the negotiation of the said debentures, the shareholders of the Company may, at any time or times, by a by-law passed may be vested at a meeting duly convened for that purpose, decide upon holders, and establish such conditions as shall be expressed in such instead of by-law, to the effect that if any of the said debentures or the shareholders, in case of non- interest coupons thereto attached, or any of them shall not be payment. paid within a period of not less than three months after in debenture they shall respectively become due, they being first duly presented for payment, the right conferred on the shareholders of the Company to vote at general meetings shall cease, and that thenceforth the holders of the said debentures then outstanding, whether due and payable or not, shall have the exclusive right to vote at all meetings of the Company, and and shall also enjoy all the other powers conferred on the shareholders of the Company by its Act of incorporation, or any Act amending the same, or by " The Railway Act 1868," 31 V., c. 68. in the place and stead of such shareholders; and that the said debenture holders shall have one vote for every two hundred Scale of votes, pounds debenture held by them respectively; and that the provisions as said debenture holders, by vote of a general meeting duly to directors. convened for the purpose, shall have the power to remove all and further such or any of the Directors then in office (other than ex-officio Di- Proviso: rectors) and appoint others in their stead; but that the deben- rights to ture holders' right to vote shall cease, and that of the share- cease on holders be restored, upon the payment by the Company to payment. the trustees of the amount of all debentures and coupons which shall have become due, and all expenses incurred by the trustees in or about enforcing payment: and such by- Proviso. law shall neither be revoked nor modified while any of the said debentures shall be outstanding without the consent of the trustees for the holders of the said mortgage or hypothec for the time being. holders to 7. It may be a condition of such by-law that upon assum- Accounts by ing the right to vote, the debenture holders, or the board of debenture directors, as constituted or completed by their vote, shall shareholders render periodical accounts to the shareholders not repre- in such case. sented on such Board, or to the Committee elected by the private shareholders, or to any person or persons named or indicated in such condition, upon such penalty as shall be therein provided; and it may also provide that the private Further shareholders shall be represented upon such Board by one rights of or more members with or without the right to vote thereat; and such conditions shall be valid and binding, and such shareholders or committee, or the person or persons so named or indicated, may enforce such conditions and penalty, and may take proceedings in his or their own names before any court of justice for that purpose. shareholders. 8. In the event of the control of the private shareholders Shareholders. over the said railway being lost in consequence of any de- Committee may be apfault either under and by virtue of any by-law of the pointed. Company, or of the proceedings of any trustee under any deed of mortgage or hypothec, and if so provided in such by-law, or agreed to in such deed of mortgage or hypothec, the shareholders of the Company who are not represented by ex-officio Directors, shall have the right to remain organized for the protection of their interests; and for that purpose may, from time to time, elect a committee of five persons which shall be known as the Shareholders' Committee; and the private shareholders may maintain and keep up such committee by annual elections in the same manner in all respects as the ordinary Directors of the Company have been hitherto elected. And Powers of such committee shall have power to exercise such such Committee. Name of tion. rights and remedies as are not inconsistent with the powers of the Board of Directors as then constituted and with the rights of the trustees, and of the holders of the debentures of the Company, and as are necessary for the enforce-ment of the rights of the shareholders subject to those of the trustees and debenture holders, and may for that purpose sue and take legal proceedings in any court of justice in the Dominion. 9. The name of the said Company is hereby changed to Company the "Montreal, Ottawa and Western Railway Company," and changed, but not to make a the said Company, by the said new name thereof, shall new corpora- remain vested with all the estate, real and personal, movable and immovable, land grants, subsidies, rights and privileges, debts and obligations, accrued or to accrue, due or to become due to it, and shall continue and be liable for all obligations of every kind and nature whatsoever, due or to become due by it, and all actions, suits, claims, or demands that might be lawfully brought or made against the said Montreal Northern Colonization Railway Company; and no action, suit or proceeding now pending against the said Montreal Northern Colonization Railway Company shall be abated, but may be continued against the said Company as if this this Act had not been passed. And all the statutes, enactments, provisions, grants, deeds, instruments, contracts, agreements and obligations existing respecting the said Company, or made, executed or due thereby, or made, executed or due thereto, by the said name of The Montreal Northern Colonization Railway Company, shall, as the case may be, apply to and be due by or to, or shall be capable of enforcement by or against the said Company by the name of the Montreal, Ottawa and Western Railway Company, as fully, validly and effectually as if the said Company had always been known and called by the said last-mentioned name, and as if all such statutes, enactments, provisions, grants, deeds, instruments, contracts, agreements and obligations had been so passed, made and executed, or were contracted or due in respect of, by, with or to the said Company, under the said last-mentioned name. Rights and Liabilities not to be affected. Inconsistent enactments repealed. 10. All the provisions of any Act relating to the said Company inconsistent with the provisions hereof, are hereby repealed. CHAP CHAP. 69. An Act to incorporate the Quebec and Lake Huron [Assented to 8th April, 1875.]. WHEREAS Thomas McGreevy, Adolphe P. Caron, Preamble. Samuel B. Foote, Charles R. Coker, Alex. L. Light, and Willis Russell have, by their petition, prayed that they, as well as such other persons as may, together with them, become shareholders, may be incorporated for the purpose of constructing a railway from the City of Quebec, thence westward, to the intersection of the Canadian Pacific Railway, near Lake Nipissing, or if it may be deemed necessary, to the mouth of French River, on Georgian Bay, and to have the working of the said Railway when completed; and whereas 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: porated. porate 1. The persons above mentioned, together with such certain perother persons as may become shareholders of the Company sons incorhereinafter mentioned, shall be and are hereby constituted Name and and declared to be a body politic and corporate, by and under general corthe name of "The Quebec and Lake Huron Direct Railway powers. Company," and by that name they shall have perpetual succession and a common seal, with power to alter and vary the same at their pleasure, and to plead and be impleaded, contract and be contracted with, to purchase, acquire and hold any real or personal estate for the use of the Company, and also to sell, let, convey and otherwise. depart therewith. constructed 2. The Company is hereby authorized to lay out, and Line of railconstruct, make and finish and work a continuous double or way may be single track iron or steel railway, from the City of Quebec by company. westerly, through the Counties of Quebec, Portneuf, Champlain, St. Maurice, Maskinongé, Berthier, Joliette, Montcalm, Terrebonne, Argenteuil, Ottawa, Pontiac, and Renfrew and the district of Nipissing, to the intersection of the proposed Canadian Pacific Railway, near Lake Nipissing, or, if thought desirable to continue the same, to the mouth of French River, on Lake Huron, with such curve lines or deviations as may be deemed necessary for the proper construction of the said railway: And for the Working and working of said Railway, it shall be lawful for the said gauge. Company to use steam engines on part or the whole of the said line; and the gauge of the said railway shall be four feet Branch roads. To Ottawa. Railway Act, Telegraph lines: public use thereof. Deeds of conveyance to company. Capital stock and shares, and power to increase. How to be raised and applied. eight and a half inches; and the building of the said railway may be commenced at such point or points of the main track, or the branch lines thereof, as shall be decided upon by the said Company. 3. The said Company shall also have power to lay out, construct, make, finish and run branch roads at such point or points from the main line to such places as may be hereafter determined upon, either to Hudson Bay, or to unite with the Lake St. John Railway, the North Shore or the Montreal Northern Colonization, and the Canada Central · Railways, under the conditions hereby established for the said main line; and the said railway may be constructed to the City of Ottawa, so as to unite with any other railway or railways that may hereafter be built by any other company. 4. "The Railway Act, 1868," in so far as it is not inconsistent with this Act is incorporated herewith. 5. The Company shall have power to build all such bridges as shall or may be deemed necessary for the said railway. 6. The said Company shall also have the right to establish a telegraph line along the whole extent of the said railway and its branches, at such places along the said lines and with offices at such places as shall be determined upon by the Directors; and such telegraph line may be used by the public generally, in conformity with the rules and regulations that the said Company may adopt. 7. All deeds and conveyances for lands to be conveyed to the said Company for the purposes of this Act, shall and may, as far as the title to the said lands or the circumstances of the party making such conveyance will admit, be made in the form given in the schedule to this Act marked A, and need not be executed before a notary. 8. The capital stock of the Company shall be ten million dollars, to be divided into one hundred thousand shares of one hundred dollars each, with the right of increasing the said capital stock to a sum not exceeding twenty millions of dollars whenever it shall be deemed advisable by a majority of the stockholders of the said Company. The said capital stock shall be raised by the persons and corporations who may become shareholders in such stock; and the said money so raised shall be applied in the first place, towards the payment and discharge of all fees, expenses and disbursements for procuring the passing of this Act, and for making the surveys, plans and estimates relating to the works hereby authorized, and all the remainder of such money shall be applied towards making, constructing, maintaining and working |