An Act to Incorporate "The Victoria and Barkley
Sound Railway Company."

[19th February, 1909.]

W

HEREAS a petition has been presented praying for the incor- Preamble.
poration of a company to construct and operate railways

as hereinafter set forth, and it is expedient to grant the prayer of
the petition:

Therefore, His Majesty, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:

1. William Kyle Houston, Henry Humphrey Jones, William Incorporation. Edward Laird and Charles L. Betterton, all of Victoria, in the Province of British Columbia, together with such persons as become shareholders in the Company hereby incorporated, are hereby constituted a body corporate under the name of "The Victoria and Barkley Sound Railway Company," hereinafter called "the Company."

2. The head office of the Company shall be in the City of Victoria, Head Office. in the Province of British Columbia, but may be changed to such

other place in Canada as is fixed by by-law passed at an anuual

general meeting or at any special meeting.

3. The Company may lay out, construct and operate a railway of Line of Railway. the gauge of four feet eight and one-half inches, from some point at or near the City of Victoria, in the Province of British Columbia; thence by way of Otter Point and San Juan to a point on Barkley

COMPANY.

Capital Stock.

First general meeting.

Notice of first general meeting.

Provisional directors.

Annual general meetings.

Sound, near Sarita River; also branch lines not exceeding twelve miles in length from any point on the main line to points adjacent to the main line.

4. The capital stock of the Company shall be one million five hundred thousand dollars, divided into fifteen thousand shares of one hundred dollars each, and may be called up by the directors from time to time as they deem necessary. The Company may issue as preference stock the whole or any part of the said capital stock.

5. So soon as one hundred thousand dollars of the capital stock shall have been subscribed and allotted, and ten per cent. of the amount shall have been paid into some chartered bank in Canada, the provisional directors shall call a meeting of the shareholders of the Company at the place where the head office is situate, at such time as they shall think proper, giving the notice prescribed by section 6 of this Act, at which meeting the shareholders who have paid ten per cent. on the amount of stock subscribed by them shall, from the shareholders, elect not less than five directors (of whom a majority shall form a quorum for the transaction of business), who shall hold office until others are elected.

6. Public notice of the first meeting of the shareholders of the company shall be given by advertisement published for at least thirty days in the British Columbia Gazette, and in one newspaper published in the place where the head office is situate, and by a twenty days' notice in writing to each shareholder, delivered to him personally or mailed, properly directed, to him at his last known place of abode, in which notice shall be specified the place and the day and the hour of meeting. All such notices shall be published at least weekly, and a copy of such Gazette and newspaper containing such notice shall, on production thereof, be evidence of the sufficiency of such notice.

7. The persons named in the first section of this Act shall be and are hereby constituted provisional directors of the Company-a majority of whom shall form a quorum-with power to add to the number, but so that the directors shall not in all exceed nine in number. The board of directors, so constituted, shall have all the powers hereby conferred upon the directors of the Company, and they shall hold office until the first election of directors under this Act.

8. The first annual general meeting of the Company shall be held at such time as the directors of the Company may determine, and all subsequent annual general meetings shall be held at such time as may be prescribed by the Company in general meeting; and if no

COMPANY.

other time is prescribed, the annual general meeting shall be held on the fourth Tuesday in September in each year, at which annual general meetings a board of not less than five directors (of whom a majority shall form a quorum for the transaction of business) for the management of the Company's affairs shall be elected.

9. No director shall be disqualified from holding office by reason Director not disqualified by holding of or on account of his being concerned, directly or indirectly, in office. any other company or association, or in any contracts with the company, or on account of his receiving any pay or remuneration from the company as such director or otherwise.

10. No failure to elect directors or to hold the first or any annual meeting shall operate as a dissolution of the Company; but any thing omitted to be done may afterwards be performed at a meeting called in conformity to the by-laws specially for the purpose.

11. The Company may issue bonds, debentures or other securities Bonding powers. to the extent of fifty thousand dollars per mile of the railway and branches, and such bonds, debentures or other securities may be issued only in proportion to the length of railway constructed or under contract to be constructed:

Provided, however, that no such bonds, debentures or other secur- Proviso. ities shall be issued unless the directors have been authorised so to do by a resolution passed by a two-thirds majority at any general or special meeting for that purpose among others called, at which meeting shareholders representing at least two-thirds in value of the subscribed stock of the Company are present or are represented by proxy.

other companies.

12. The Company shall have power to promote any other com- Power to promote pany or incorporation or association of persons for any purposes which may seem directly or indirectly calculated to benefit the Company, and for that purpose to obtain an Act of Parliament which may seem expedient, and to oppose any proceedings or applications which may seem calculated, directly or indirectly, to prejudice the Company's interests.

etc.

13. The Company may from time to time, for advances of money, Pledges of stock, pledge any stock, debentures or bonds which under the powers of this Act can be issued for the construction of the railway, or other purposes of the Company hereby authorised.

ments with other

14. The Company may enter into any agreement for conveying Traffic arrangeor leasing to any other railway, steamship, transportation, telegraph companies. or telephone company, in whole or in part, the lines of railway or branches, telegraph or telephone lines, which the Company by this

Telegraph and telephone business.

Express business.

Powers to acquire lands by bonus.

Boats.

Stone, timber, etc., required for construction.

COMPANY.

Act is empowered to construct and operate, or for an amalgamation with any other such company if lawfully empowered to enter into such agreement, or for forming any traffic or other arrangements with any railway or steamboat or transportation company, the whole upon such terms and conditions as may be agreed upon by the contracting parties: Provided that each such agreement has been first sanctioned by two-thirds of the votes at a special general meeting of the shareholders duly called for the purpose of considering the same, at which meeting shareholders representing at least two-thirds in value of the stock are present in person or represented by proxy, and provided also that each such agreement shall be assented to by the Lieutenant-Governor in Council.

(1.) Such assent shall not be signified until after notice of the proposed application therefor has been published for thirty days in the British Columbia Gazette and also in one newspaper circulating in the district in which the railway of the Company runs.

(2.) A duplicate of each agreement referred to in this section shall, within thirty days after its execution, be filed in the office of the Provincial Secretary, and notice thereof shall be given by the Company in the British Columbia Gazette, and the production of the British Columbia Gazette containing such notice shall be prima facie evidence of the requirements of this Act having been complied with.

15. The Company may undertake to transmit messages for the public by its line of telegraph or telephone and collect tolls for so doing.

16. The Company may carry on a general express business, either as a separate undertaking or in connection with its railway.

17. The Company may acquire and hold lands by way of bonus, privilege, concession or grant from any Government or from any municipal or other corporation, or from any person, and may alienate, sell or dispose of the same.

18. The Company may purchase, build, charter or otherwise acquire, maintain, sell and dispose of, navigate and work steamers, ferries and other vessels in and upon the waters of British Columbia, in connection with the said undertaking.

19. The Company may, with the consent of the Chief Commis sioner of Lands, take from any public lands adjacent to or near the line of the said railway or branches, all stone, timber or gravel and other material which may be necessary or useful for the construction of the railway, and also to fill in upon any public lands.