the Directors thereof, and the contracts and agreements entered into by them with certain contractors for the execution of works, and for the acceptance of shares and debentures in payment for such works, are hereby confirmed; and any copy Certified of the said agreement or of any contract and agreement made copies to be as aforesaid with any contractors, certified by the Secretary of the Grand Trunk Railway Company of Canada, for the time being, to be a true copy or extract, and bearing the corporate seal of the Company, shall be primâ facie evidence thereof or of the parts so extracted therefrom. evidence prima facie. Union. III. The United Company formed by the amalgamation of Name of Com the several Companies herein before mentioned, shall be known pany formed and designated by the name of The Grand Trunk Railway by such Company of Canada; and the several Railways or works which they undertake and construct shall be known and designated as and shall constitute The Grand Trunk Railway of Canada. IV. The Railway Clauses Consolidation Act, and also the Railway Act in addition to the General Railway Clauses Consolidation Clauses Act to Act, shall extend and be applicable to the said Grand Trunk Grand Trunk. apply to Railway Company of Canada, except so far as the provisions thereof may be varied by or inconsistent with the provisions herein contained. extend the V. It shall be lawful for the Governor in Council, from time to time, upon such terms and conditions as he shall think fit, Governor in by Order in Council, (a copy of which shall be inserted in the Council may Canada Gazette,) to extend the period allowed by the several period for the hereinbefore recited Acts, for the completion of the Railways completion of works forming and works thereby respectively authorized, for such further time part of the work. as be may think fit; and he may so extend such periods Grand Trunk respectively, either as to the whole of the Railways and works Railway. forming the Grand Trunk Railway of Canada, or as to so much thereof as shall be specified in such order: Provided Proviso: as to always, that no such extension shall be authorized on that particular portion of the line between Montreal and Brockville, nor portion of the between Toronto and Stratford, nor shall such extension be authorized on any portion of the main direct line between Brockville and Toronto, or between Quebec and St. Thomas, beyond the first day of July, one thousand eight hundred and fifty-seven, nor on any other portion of the said line, including the Victoria Bridge, beyond the first day of January, one thousand eight hundred and sixty. Council. VI. When any such order as aforesaid is made by the Gover- Effect of any nor in Council, the Act or Acts of Parliament authorizing the such order in construction of the Railway or works mentioned or referred to in such order shall, as to the portion of Railway or works described thereby or comprised in such order, be construed as if the extended period or periods of time mentioned in such warrant had been by such Act or Acts limited as the period or periods Provision for Company. How such increased be raised. periods respectively, within which the powers of such Act or Acts for the construction of such Railway or works might lawfully be exercised, instead of the periods mentioned in such Act or Acts respectively. VII. In case it shall be deemed expedient by the said Grand increasing the Trunk Railway Company of Canada, at any time or times Capital of the hereafter to increase the capital of the said Company, such increase may be effected by Resolution of the Directors of the said Company, sanctioned and approved by two thirds at least of the votes of the Shareholders present in person or by proxy, at a General Meeting convened with special notice of the intended object; and the further capital so authorized may be raised by mortgage or bond, or by the issue of new shares of Capital may such denominations, and with such privileges as to priority of dividend or otherwise, and upon such terms and conditions, and at such times and to such persons and in such manner as the Shareholders so present in person or by proxy shall by the Proviso: prior like proportion of votes approve or direct; Provided that no Province or of mortgage, bond or issue of new shares, under this Act, shall any other affect or impair the priority of the Government's claim for any party not to be Government guarantee already given, or hereafter to be given, impaired. to the Grand Trunk Railway Company of Canada, or affect or impair or postpone the security, by bond or mortgage, of any individual upon the said road, without his consent in writing. lien of the Debentures may be made convertible into Stock. Number of be increased or reduced, and how. VIII. It shall be lawful for the said Company, on obtaining subscriptions for shares, and as one of the conditions of allotting the Bonds authorized to be issued by the Company, to give to the holders of such Bonds respectively, the option of converting the same into shares in the capital of the Company at par, provided such option be exercised within the time and the manner prescribed on the allotment of such bonds, and for the purpose of such conversion to create and issue shares or stock in the Company of equal amount. IX. The number of Directors of the Company may be inDirectors may creased or reduced from time to time, by resolution of the Shareholders, at any general or special general meeting of the Company, after due notice for that purpose; and at such meeting the order of rotation in which such increased or reduced number shall go out of office, and what number shall be a quorum, shall be also determined: Provided that whatever be the whole number of Directors, one third at least shall always be English Directors; and so long as the guarantee of this Province shall continue in force, one third at least of the whole number shall be Government Directors, as provided by the said recited Acts, or some of them. Proviso. Proviso. Shares may be X. It shall be lawful for the Company at any time, and from converted into time to time, to convert or consolidate all or any part of the shares into a General Capital Stock, to be divided amongst a General the less than £1. the Shareholders, or the several classes of Shareholders, accord- Stock, transing to their respective interests therein, and after such conver- ferable in sion, such stock, as well as any stock which shall have been portions not created under the provisions in this Act contained for the conversion of bonds, shall be transferable and transmissible in any sums or parts not being fractional parts of a pound, in the same manner and subject to the same regulations and provisions, so far as applicable, as are or shall be contained in the Acts then in force relating to the Company in reference to shares in the capital of the Company. what it shall contain. XI. The Company shall, from time to time, cause the names Stock Register of the several parties interested in such stock and the amount to be kept, and of interest therein of such parties respectively, to be entered in a book to be called "The Stock Register;" and the several holders of such stock shall be entitled to participate in the dividends and profits of the Company, according to their respective interests therein, and such interest shall, in proportion to the amount thereof, confer on the respective holders the Privileges of same privilege of voting, qualification, and otherwise, as Holders of would have been conferred by shares of equal amount in the capital of the Company, but so that none of such privileges, except that of participation in the dividends and profits, shall be conferred by the holding of any aliquot part of such amount of stock, unless such aliquot part, if existing in shares, would have conferred such privileges respectively. Stock. number of XII. Whenever it shall be deemed expedient by the Board of Meetings for Directors that a Special General Meeting of the Shareholders altering the shall be convened, either for the purpose of increasing the Capi- Directors, or tal or increasing or reducing the number of Directors as afore- increasing the said, or for any other purpose, the Directors may convene such Capital of the Company, meeting by advertisement and circular in manner hereinafter how to be mentioned, in which advertisement and circular the business to called and be transacted at such meeting shall be expressly stated; and such meeting may be held either at Quebec or Montreal, or such other place in this Province as the Directors shall appoint. held. XIII. Notice of any ordinary General Meeting of the Share- Notice of orholders shall be given once in each of three consecutive weeks dinary General Meetings. in the Canada Gazette, and in at least one other newspaper published in each of the Cities of Toronto, Kingston, Montreal and Quebec, on every day of the publication of such newspapers during the said periods. XIV. The Notices of Special General Meetings of the Com- Notices of pany for any of the purposes aforesaid shall be inserted in the Special General Meetings. same papers as are in this Act prescribed as necessary for convening ordinary General Meetings of the Company, and also in one or more of the Daily Morning Newspapers published in London in England; and a copy of such Notice shall also be addressed by Post to each Shareholder at his last known or usual be held half yearly. usual address, not less than forty days before the holding of such meeting. Ordinary XV. If at any Ordinary General Meeting of the Shareholders, Meeting may it shall be resolved that Ordinary General Meetings of the Company shall be held half-yearly, such meetings shall thenceforth be held half-yearly at such times and at such place or places in this Province as shall from time to time be appointed by the Directors. And in such shall be made up XVI. In the event of its being determined in manner aforecases accounts said that the Ordinary General Meetings of the Company shall be held half-yearly, the accounts of the Company shall be balanced and audited up to the thirtieth of June and thirty-first of December in each year, and dividends may be declared halfyearly, and the provisions of the Railway Clauses Consolidation Act applicable to the making up, balancing and auditing of accounts and the declaring and paying of dividends shall apply to such half-yearly meetings and to such half-yearly accounts and dividends. to be kept in London. Duplicates of XVII. Duplicates of all registers of Shares and Debentures Stock Register of the Company and of the Shareholders thereof, or of the Stock Register, which shall at any time be kept at the principal office of the Company in this Province (such duplicates being authenticated by the signature of the Secretary of the Company) may be transmitted to and kept by the agent for the time being of the Company in London aforesaid. Transfer of Shares or Stock in London. XVIII. Whenever any transfer shall be made in England of any Share or Stock of the Company, the delivery of the transfer duly executed, to the agent of the Company for the time being in London aforesaid, shall be sufficient to constitute the transferree a Shareholder or Stockholder in the Company in respect of the Share or Stock so transferred, and such agent shall transmit an accurate list of all such transfers to the Secretary of the Company in this Province, who shall thereupon make the reRegulations quisite entries in the register; and the Directors may from time may be made to time make such regulations as they shall think fit for facilitating the transfer and registration of Shares or Stock, as well in this Province as elsewhere, and as to the closing of the register of transfers for the purpose of dividend, as they may find expedient; and all such regulations not being inconsistent with the provisions of the Act first mentioned in the Preamble to this Act and of the Railway Clauses Consolidation Act, as altered or modified by this Act, shall be valid and binding. for facilitating transfers. Debentures to be transferable XIX. Any party entitled to any debenture of this Province by delivery. issued to the Company, or to any bond or debenture of the Company on which the whole amount shall have been paid up, may transfer his right and interest in any such bond or debenture and in the principal and interest moneys secured thereby, to to any other person, by the delivery of such bond or debenture with the coupons or interest warrants attached thereto, without the necessity of a deed or instrument in writing for the purpose of effecting such transfer. as to Provin XX. And whereas by some of the Acts herein before cited Recital of provision is made for the issue of debentures of the Province to provisions of certain of the Companies incorporated by such Acts respec- former Acts tively (which Companies now form part of the said Grand Trunk cial guarantee. Railway Company of Canada) in the manner and at the times and on the conditions in the said Acts respectively expressed, and by the said amalgamation such debentures became and were declared to be the property of the said Grand Trunk Railway Company of Canada, and the right to claim such debentures (subject to the conditions aforesaid) has been dealt with and disposed of by the said Company; And whereas it would be convenient that instead of the provisions contained in the said recited Acts respectively for the issue of such Debentures at the time and in the events therein respectively mentioned, one general provision should be made as to the issue thereof, and the terms and conditions of such issue, and also that instead of the particular charges on the several Railways or portions of Railways mentioned in such Acts respectively, created or to be created by virtue of the said Acts respectively, in respect of such issues, one general charge should be created upon the Grand Trunk Railway of Canada to the extent of the whole amount of the Debentures of the Province issued or to be issued: Be it therefore enacted, That the Crown The lien of shall on behalf of the Provincial Government, have in respect the Crown by of the Debentures issued or to be issued as aforesaid, a charge, reason of such hypothec or lien upon the whole Grand Trunk Railway of ev Canada, in the same manner and with the same preference and privilege, and to the same extent and with the same incidents as to redemption or otherwise, as but for such amalgamation Railway, shall the Provincial Government would have had upon the separate be a general Railways or undertakings in respect of which, by the said lien upon the several Acts respectively, such Debentures were to be issued; Trunk Railand it shall not be necessary for the said Company to make way and works making or keep separate accounts with respect to each undertaking forming part of the said Grand Trunk Railway, upon which such charge attached or might attach, any thing in the said recited Acts or any of them to the contrary notwithstanding: On what conAnd further, that whenever it shall be ascertained by the report of any Engineer to be appointed for that purpose by the Gover- shall be given nor of this Province, that one hundred thousand pounds sterling hereafter. has been actually and with due regard to economy expended on the said Grand Trunk Railway of Canada, in work done, or materials delivered on the ground, or both conjointly, or rolling stock provided, since the first day of July, one thousand eight hundred and fifty-three, Debentures of the Province may be issued to the said Company to the extent of forty thousand pounds sterling, and so toties quoties until Debentures shall guarantee, on the several works forming part of the Grand Trunk whole Grand part thereof. ditions the guarantee |