thirty days of their appointment, make their award or arbitrament thereupon in writing, which award or arbitrament shall be final as to the amount in dispute. R. S. O. 1877, c. 152, s. 28.

29. All lands taken by such company, for the purpose Lands taken of a road or other work as aforesaid, and purchased and paid to be free of for by the company in the manner hereinbefore provided, shall become the property of the company, free from all mortgages, incumbrances and other charges. R. S. O. 1877, c. 152, s. 29.

capital.

30. Whenever the directors are of opinion that it is If the direcdesirable to widen, extend or alter the projected line of road tors wish to improve the or to construct a side road to intersect the original main road, etc., and road, or to improve or repair a road or part thereof by to increase the substituting stone, gravel, plank or other suitable material, or that the original capital subscribed is not sufficient to complete the work, the directors may, from time to time, by one or more resolutions passed by them for these purposes or any of them, widen, extend or alter the proper line of road, authorize the construction of such side roads and the making of such improvements and repairs, and the increase of the capital stock of the company. R. S. O. 1877, c. 152, s. 30.

be transmitted

31. A copy of such resolutions, certified under the hand Resolutions to of the president and sealed with the seal of the company, shall to the regis be delivered to the registrar having the custody of the original trar, etc. instrument who shall attach the same to the original instrument, and note thereon the time of the day and the day of the month and year of the receipt of the same; and the company shall thereupon, but subject to the acquired rights of any other company then incorporated under this or any other Act, be subject to such liabilities, and entitled to such rights, powers and privileges, in respect to the widening, extension, and alteration of the road as upon the incorporation thereof they were subject and entitled to in respect to the first line of road. R. S. O. 1877, c. 152, s. 31.

solutions must

32. The resolutions, if for the increase of the capital stock What the reof the company, shall declare the manner in which the same provide for. is to be increased, and the same may be increased by the issue of debentures signed by the president and countersigned by the treasurer, bearing interest at the legal rate for the time being, or without interest, which debentures may be sold on such terms as the directors think fit to accept, for sums not less in amount than $100 each, and not exceeding in the whole, including any already issued, one-half of the paid up share capital at the time of issuing the same, and by borrowing upon security of the company, by bond or mortgage of the road and tolls to be collected thereon, and by authorizing the issuing of an additional number of shares, preferential or otherwise, or by any or either of these methods. as to the directors seems meet. R. S. O. 1877, c. 152, s. 32.

Any share

holder not in

33. The additional shares or stock may be called in, demanded and recovered in the same manner and under the same penalties as provided or authorized in respect of the original shares or stock of the company. R. S. O. 1877, c. 152, s. 33.

34. The affairs, stock, property and concerns of a company formed as herein before mentioned shall for the first year be managed by five directors, who shall be named in the instrument registered, and thereafter the shareholders shall, annually, on the second Monday of December, elect five directors according to the provisions of a by-law to be passed by the directors for that purpose. R. S. O. 1877, c. 152. s. 34.

35. Every such by-law shall regulate—

1. The manner of voting;

2. The place and hour of meeting for the election; and

3. Any other matters, except the day of election, which the directors deem necessary in order to carry out the provisions of this section. R. S. O. 1877, c. 152, s. 35.

36. Every such by-law shall, for three successive weeks, be inserted in the newspaper, or one of the newspapers published nearest the place where the directors usually meet for conducting the business of the company, and the directors may alter, change or amend such by-law, and shall publish the same in the manner above provided. R. S. O. 1877, c. 152, s. 36.

37. Any shareholder who has paid all calls made, shall be arrears may be eligible as a director. R. S. O. 1877, c. 152, s. 37.

a director.

One vote for each share.

As to failure

to elect direc

election.

38. At any election of directors, each shareholder shall be entitled to one vote for every share of stock he holds in the company, and in respect of which he is not in arrear for any call thereon. R. S. O. 1877, c. 152, s. 38.

39. If the annual election of directors does not take place tors at annual at the time appointed, the directors for the last preceding year shall continue to serve until their successors are elected, and an election shall be held at such time within one month after the appointed time as may be provided for by a by-law passed for that purpose. R. S. O. 1877, c. 152, s. 39.

Calling of

special meetholders.

ing by share

40. One fourth part in value of the shareholders of the company shall, at all times have the right to require that a special meeting thereof, for the transaction of any business specified in such written requisition or notice shall be called, and the secretary upon receipt of such requisition or notice shall call a special meeting for the purpose of considering the matters and things in the requisition or notice specified. 49 V. c. 32, s. 1.

41. A majority of the directors shall be a quorum for the Quorum, transaction of business. R. S. O. 1877, c. 152, s. 40.

42. The directors may elect one of their number to be pre-fers and A president, sident, and may appoint such officers and servants as they deem servants to be necessary; and in their discretion may take security from such appointed. officers and servants for the due performance of their duties, and for their duly accounting for all moneys coming into their hands for the use of the company. R. S. O. 1877, c. 152, s. 41.

43. If a vacancy happens amongst the directors during Vacancies octhe year for which they have been appointed, the vacancy curring among directors how shall be filled for the remainder of the year by a shareholder, to be filled up. who shall be appointed by a majority of the remaining directors unless some by-law or regulation of the company otherwise provides. R. S. O. 1877, c. 152, s. 42.

transferable.

44. Every share in the company shall be $20, and Shares $20 shall be personal property, and be transferable upon the each, how books of the company, in the manner provided by any by-law made by the directors in that behalf. R. S. O. 1877, c. 152, s. 43.

shares.

45. At such time and in such payments or instalments (not Directors to exceeding ten per cent. at any one time) as the directors deem make calls on proper, and upon a notice requiring such payment inserted for four successive weeks in the newspaper, or one of the newspapers published nearest the place where the directors of the company usually meet for the transaction of business, the directors may call in and demand from the shareholders thereof the sums of money by them respectively subscribed. R. S. O. 1877, c. 152, s. 44.

ed if calls be

46. Any shareholder neglecting or refusing, for three months Shares forfeitafter the time appointed for payment thereof, to pay any call so not paid withmade, shall forfeit his shares in the undertaking, and all the in a certain profit and benefit thereof, and all such forfeitures shall go to the company for its benefit. R.S. O. 1877, c. 152, s. 45.

time.

declared.

47. No advantage shall be taken of such forfeiture unless How forfeithe shares are declared forfeited at a general meeting of the tures must be company, held at any time after the forfeiture incurred. R. S. O. 1877, c. 152, s. 46.

nification, etc.

48. The forfeiture shall be an indemnification to the share- Forfeiture to holder so forfeiting, against all actions or prosecutions for be an indemany breach of contract or other agreement between such shareholder and the other shareholders with regard to carrying on the undertaking. R. S. O. 1877, c. 152, s. 47.

Sale of forfeited shares.

Transfer to purchaser.

Certificate to

etc.

49. The directors of the company may sell to a shareholder or to any other person, either by public auction or private sale, and in such manner and on such terms as to them seem meet, any shares so declared forfeited, or may pledge such shares for the payment of loans or advances thereon, or of any sums of money borrowed or advanced by or to the company. R. S. O. 1877, c. 152, s. 48.

50. A certificate of the treasurer of the company that the forefeiture of the shares was declared, shall be sufficient evidence thereof, and if sold, the certificate expressing therein the fact of sale and the name of the purchaser, together with the receipt of the treasurer for the price of the shares sold, shall constitute a good title to the purchaser. R. S. O. 1877, c. 152, s. 49.

51. The certificate shall be registered by the treasurer in be registered, the name and with the place of abode and occupation of the purchaser, and shall be entered in the books required to be kept by the by-laws of the company. R. S. O. 1877, c. 152, s. 50.

Purchaser not

to see to the

52. The purchaser of the shares so sold shall not be bound application of to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity in the proceedings in reference to the sale. R. S. O. 1877, c. 152, s. 51.

purchase

money.

Company may sue for calls instead of forfeiting stock.

Allegations in such action.

Proof in such action.

53. Any company may, in any Court having jurisdiction in matters of simple contract to the amount demanded, sue any shareholder in the company for any call which such shareholder neglects to pay, after notice of the call having been made has been inserted for two weeks in the newspaper, or one of the newspapers published nearest to the place where the directors of the company usually meet for the transaction of business. R. S. O. 1877, c. 152, s. 52.

54. In any action brought by the company against a shareholder, to recover the money due for any call, it shall not be necessary to set forth the special matter, but it shall be sufficient for the company to state that the defendant is the holder of one share or more (stating the number of shares) in the stock of the company, and that he is indebted to the company in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more (stating the number and amount of each of such calls), whereby an action has accrued to the company, by virtue of this Act. R. S. O. 1877, c. 152, s. 53.

55. On the trial or hearing of such action, it shall be sufficient for the company to prove that the defendant, at the time of making the call, was a holder of one or more shares in the undertaking, and that such call was in fact made,

and the requisite notice thereof given; whereupon the company shall be entitled to recover the amount due upon such call, with interest thereon, unless it appears that due notice of the call was not given; and the company need not prove the appointment of the directors who made such call, or any other matter whatever. R. S. O. 1877, c. 152, s. 54.

made.

56. Where there has been no transfer of the shares, proof Proof in case of subscription by the defendant to the original agreement to no transfer take stock, shall be sufficient evidence of his holding stock to the amount subscribed. R. S. O. 1877, c. 152, s. 55,

COMPANIES FOR PURCHASING ROADS.

57. Any number of persons not less than five, may form Formation of themselves into a company for the purpose of purchasing any companies for purchasing planked, macadamized or gravelled road, not less than two roads. miles in length, constructed by any company on, along or over any public road or highway or allowance for road, or on, along or over any other land, and also any bridges, piers, or wharves connected therewith, constructed by any company. R. S. O. 1877, c. 152, s. 56.

58. No such company shall be incorporated under this Act- Conditions of

incorporation.

1. Until the shareholders have subscribed for stock in Amount of amount sufficient in their judgment to purchase the whole of subscription. the work or works for the purchase of which the company is formed;

2. Nor until they have executed an instrument to the pur- Declaration. port of Schedule A annexed to this Act, with the necessary alteration in the statement of the purpose of the company;

stock sub

3. Nor until the company, or some one of their number, or Payment on the directors named in the said instrument, have paid to the account of the treasurer of the company six per cent. upon the amount of the scribed. capital stock mentioned in such instrument, and have registered such instrument, with a receipt from the treasurer of the company for such payment or instalment, by leaving the original Registration instrument and receipt with the registrar of any one registry and receipt for of declaration division in which such road or other work connected there- stock paid. with is wholly or partly situated. R. S. O. 1877, c. 152. s. 57.

59. Thenceforward all and every the provisions of this Act, This Act relating to companies formed under the same for the construc- thereafter to apply to the tion of roads, and to the incorporation thereof, and to the company. instruments executed by the shareholders thereof, shall extend and apply to the company so seeking to be formed under this Act for the purchase of roads, and to the incorporation of such company, and to the instruments executed by the shareholders thereof. R. S. O. 1877, c. 152, s. 58.