1863. Stanstead, Shefford and Chambly Railroad. Cap. 58, 59. advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: 307 1. Notwithstanding anything in the one hundred and seven- Further time teenth section of the Act known as the Railway Act and the allowed for non-completion of the said Railway within the period thereby the Railway. completing limited, the corporate existence and powers of the said Company shall be held to have continued and shall continue in full force and effect, provided the said Railroad be finished and put in operation within five years after the passing of this Act. general meet 2. Notwithstanding anything contained in the said Act of Time for first Incorporation, the next general meeting of Shareholders of the and other said Company for the election of Directors thereof and for the ings of sharetransaction of the general business of the corporation, shall be holders. holden on the first Wednesday in November next after the passing of this Act, and thence annually on the first Wednesday in November in each year thereafter, public notice of such Annual General Meeting and Election to be given in the manner provided by the said Act. An Act to amend the Act incorporating the Fort Erie [Assented to 15th October, 1863.] WHEREAS an Acts wins, passe. in the twentieth year of Her Majesty's Reign intituled: An Act to incorporate the Fort Erie Railway Company, with power to construct a line of Railway from Fort Erie to Chippawa, and whereas William A. Thomson, a Provisional Director of the said Company, and the Corporation of the Town of Niagara have by their Petitions represented that it is desirable, in order to afford increased facilities to the carrying trade of the western section of the Province, that the said Company should be empowered to transport grain and other freight and passengers from Lake Erie to Lake Ontario, and for that purpose to purchase or lease the Erie and Ontario Railway now constructed from Chippawa to Niagara, with all the rights and powers thereto belonging,and it is expedient to grant the prayer of the said Petitions : Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: Preamble 20 V. c. 151. 1. The name of the said Company shall be changed, and Change of from and after the passing of this Act it shall be called The name. 20* Erie Capital stock and shares. Transfer of shares. Erie and Niagara Railway Company, and in citing this Act it 2. The capital of the Company shall be two millions of dollars, and shall be divided into twenty thousand shares of one hundred dollars each, and such shares shall be deemed personal property, and may, after the first instalment thereon shall have been paid, be transferred by the respective persons, bodies corporate or politic, holding the same, to any person or persons, and such transfer or transfers shall be entered and registered in a book or books to be kept for that purpose by the said Company; and such stock as has heretofore been subscribed to the Fort Erie Railway Company, and ten per cent.. paid; or share actually and bond fide paid thereupon, shall, at the option of the party subscribing the same, be held valid in this Company; but all such subscriptions of stock, when ten per cent. has not been actually and bona fide paid, shall be and are hereby declared to be illegal and void, and to form no part of the stock hereby authorized. Ten per cent must have been forfeited. Provisional Corporate powers of Company. 3. For the purpose of organizing the new company formed by this Act, William A. Bird, William A. Thomson, James Cummings, Isaac Buchanan, Adam Crooks, Alexander McAndrew, Samuel Wann, Thomas W. Kennard, Nelson Forsyth, John Douglas, Richard Graham, Arthur Johnston and Archibald A. Gordon, shall be the Directors of the said Company, and they and their successors shall and may have continued succession, and by the name of The Erie and Niagara Railway Company, shall be capable of contracting and being contracted with, of suing and being sued, of pleading and being impleaded, answering and being answered unto in all Courts and places whatsoever, in all manner of actions, suits, complaints, matters and concerns whatsoever; and they and their successors may and shall have a common seal, and may change and alter the same at their will and pleasure, and by the same name of The Erie and Niagara Railway Company, they and their successors shall also be by law capable of receiving, purchasing, having and holding to them and to their successors any estate, real, sonal property. personal or mixed, to and for the use of the said Company, and of letting, conveying and otherwise departing therewith, for the benefit and on account of the said Company, from time to time, as they shall deem necessary and expedient. Real and per Powers of provisional Directors. 4. The persons above named shall, until the next election of Directors of the Company as hereinafter provided for, be the Directors of the Company incorporated under this Act, and until such election takes place, shall have, exercise and enjoy all the powers and rights they could or would enjoy if elected under this Act, and shall have all the powers by this Act conferred on the Directors so to be elected; and the Directors herein named shall elect persons to fill such offices, as may be required to carry on the business of the Company, such officers to hold their respective offices until the first election of Directors hereinafter mentioned; provided always, and it is hereby First election enacted, that the first election of Directors to be held after the of Directors. passing of this Act, shall take place so soon as one thousand shares of the capital stock of the said Company shall have been subscribed and the first instalement of ten per cent. actually paid thereon, and that from and after such first election, the above named Directors of the said Company shall be immediately superseded, and their powers and authority cease and determine, and the same shall thenceforth be exercised only by the Directors elected under and after the passing of this Act; but such election shall not take place until the said provisional Meeting for Directors, or a majority of them, shall call a meeting of the election and shareholders, at such time and place as they may think proper, giving at least two weeks' notice in one newspaper publishe din the County of Welland and one newspaper published in the County of Lincoln. notice thereof. 5. The said Company are hereby authorized to construct, Line of Railwork and operate a Railway with a single or double track, way. commencing on the Niagara River, within the Village of Fort Erie, at some point at or above the wharf of Samuel Cowthard, but not further south than Queen Street, thence to the Village of Chippawa and thence, upon the acquisition by this Company of the Erie and Ontario Railway, as hereinafter authorized, to the Town of Niagara. lification of 6. From and after the first election of Directors which shall Annual election take place next after the passing of this Act, the property, affairs of Directors. and concerns of the Company shall be managed by seven Directors to be chosen by the shareholders on the first Tuesday of June in each year, in the manner hereinafter provided, and notice of such annual election and of the time and place of Notice. holding the same shall be published two weeks before the day of election, in one newspaper published in the County of Welland, and one newspaper published in the County of Lincoln; and all elections for Directors shall be by ballot, and the Ballot: quapersons holding one thousand dollars of stock in this Company, Directors. and who shall have the greatest number of votes at any election, shall be Directors; and if it shall happen that two Ties. or more shall have an equal number of votes, the shareholders shall determine the election by another or other ballots until a choice is made; and if a vacancy shall at any Vacancies. time take place among the Directors by death, resignation or otherwise, either of those named in this Act, or of those hereafter elected, such vacancy shall be filled for the remainder of the term by a vote of the majority of the Directors; provided always, that in case it should happen that an election Provision in of Directors shall not be made on any day when pursuant to case of failure this Act it ought to have been made, the said Company shall not of election. not for that cause be deemed to be dissolved, but it shall and may be lawful on any day thereafter to hold and make an election of Directors, in such manner as shall have been regulated by the By-laws and regulations of the said Company. 7. Aliens as well as British subjects, and whether resident in this Province or elsewhere, may be shareholders in the said Company, and all such shareholders shall be entitled to vote on their shares equally with British subjects, and shall be also eligible to office as Directors in the said Company; but no shareholder shall be entitled, in person or by proxy, to vote at any election of Directors, or at any general or special meeting of the shareholders of the said Company, who shall not have paid the aforesaid deposit of ten per centum, and all calls due upon his stock, at the time of such election or meetings. S. The Directors shall make annual or semi-annual dividends of so much of the profits of the said Company as to them or a majority of them shall seem advisable, and once or oftener, as the Directors shall by By-law from time to time determine, in each year, an exact and particular statement shall be rendered of the state of their affairs, debts, credits, profits and losses; such statement to appear in the books and to be open to the perusal of any shareholder at his or her reasonable request; which said statement shall be annually submitted to the three branches of the Legislature, within fifteen days after the opening of each Session of the Provincial Parliament; and also a statement of the tonnage of goods, freight and number of passengers that have been conveyed over the said road. 9. The number of Directors necessary to form a quorum for the transaction of business may be regulated by the By-laws of the company, and until such By-laws shall be passed, a majority of the whole number of Directors shall for a quorum. 10. No shareholder shall be eligible to be elected a Director under this Act unless he shall be a bona fide stockholder in the said Company to the amount of at least one thousand dollars and shall have paid up all calls on such stock. 11. Each shareholder in his own right shall be entitled to a number of votes equal to the number of shares which he shall have in his own name, two weeks prior to the time of voting. 12. 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 marked "A," to this Act annexed, and all Registrars are hereby authorized to enter in their register books such deeds on the production and proof of execution thereof, without any memorial, and to minute such entry in the the said deed, and the said Company are to pay the said Registrar for so doing the sum of two shillings and six pence pence for each deed registered, and no more. New York, 13. The Directors of the Company may, subject to the rules Agents in and regulations from time to time of the Board, appoint an London and Agent in the City of London, England, and also an Agent in the City of New York, in the State of New York, with power to pay dividends, to open and keep books of transfer for the shares of the Company, and for the issue of scrip and stock certificates, and thereupon shares may be transferred from the And transfer Canada office to the London or New York offices in the names of stock there of the transferees in the same manner as shares may be or in Canada. transferred in the former office, and vice versa; and shares originally taken and subscribed for in Great Britain, and shares originally taken and subscribed for in the United States, may be respectively entered upon the books at the London or at the New York office, and scrip certificates be issued for them, and the Agent or agents or other officer or officers shall transmit an accurate list of all such transfers and scrip certificates so issued to the Secretary or other officer of the Company in this Province, who shall thereupon make the requisite. entries respecting such transfer and scrip certificates in the register kept in this Province; and thereupon the same shall be binding on the Company as to all the rights and privileges of Shareholders, as though the scrip certificates had been issued by the Secretary of the Company in this Province. of stock. 14. Whenever any transfer shall be made in England or Transfer and the United States, of any share of stock of the Company, the registration delivery of the transfer duly executed to the agent or agents of the Company for the time being in London and New York aforesaid, shall be sufficient to constitute the transferee a shareholder or stockholder in the Company in respect of the share of stock so transferred, and such agent or agents shall transmit an accurate list of all such transfers to the Secretary of the Company in this Province, who shall thereupon make the requisite entries in the register; and the Directors may, from time to Regulations for time, make such regulations as they shall think fit for facilitating facilitating the transfer and registration of shares of stock, as well in this Province as elsewhere, and as to the closing of the register of transfers for the purpose of dividends, as they may find expedient; and all such regulations not being inconsistent with the provisions of this Act, and of the Railway Clauses Consoli dation Act, as altered or modified by this Act, shall be valid and binding. transfer. shareholders. 15. Whenever it shall be deemed expedient by the Board Special general of Directors that a special general meeting of the shareholders meetings of shall be convened, either for the purpose of increasing the capital or increasing or reducing the number of Directors, or for any other purpose, the Directors may convene such meeting by |