dends. of the Com and secured out of the general revenues of the Company, by to produce 7 way of preferred dividends, and in priority of the ordinary divi- per cent. dividends of the Company, such rate of dividends (not exceeding seven pounds per centum per annum on the amount paid up upon such new shares) as the Directors shall fix and determine upon in respect thereto, before or at the time of issuing such new shares or any of them; but such preferred dividends shall But subject to nevertheless be subject and postponed to the payment of the the payment interest on the ordinary or non-convertible Bonds, as well pany's bonds. as the convertible bonds, made or to be made, and issued by the said Company under the stipulations and within the limits for the issue of Bonds as prescribed by this Act, until such bonds shall have been converted into stock; and such preferred or guaranteed dividends shall be paid and payable half-yearly, at the same time as herein provided for the payment of the ordinary dividends of the Company; Provided Proviso: such always, that the proprietors of any such new shares issued guaranteed with or under such guarantee shall not be entitled to vote confer votes. either in the election of Directors, or at general meetings, or otherwise howsoever, or be entitled to any profit or dividend, whether funded or divided, beyond the rate so guaranteed in respect of such new shares; and provided also, that the Directors shall not issue preference shares until the authority for the issue shall have been sanctioned by a two thirds vote of shareholders present by proxy or otherwise at a general meeting specially called for such purpose. shares not to ment loan 3. And whereas it may be expedient to raise the amount of Money remoney required by a perpetual Debenture Stock; therefore, it quired to pay shall be lawful, if the Directors think it advisable, to raise the off the Governmoney, or a portion of the sum required to pay off the Govern- may be raised ment Loan, by the issue of a perpetual Debenture Stock, to be by issue of treated and considered as a part of the regular debenture debts perpetual deof the Company, as defined and regulated by this Act, such debentures not bearing a higher rate of interest than six per cent. per annum. benture stock. 4. And whereas the said Company have issued and may con- Recital. tinue to issue their Bonds; And whereas the said Company have issued their Bonds to borrow money under the powers conferred upon them and may continue to issue the same whenever it may be by them deemed expedient to avail themselves of the power of borrowing money by such means; And whereas the power to issue such Bonds is at present unlimited, and it is expedient in consequence of the desire of the Shareholders, that such right with regard to their protection, should be limited: Therefore, it shall not be lawful for the said Company to bor- Power to borrow or raise money on their terminable Bonds to a greater row money extent than one half of their authorized Capital Stock, whether such Capital shall be in consolidated stock, ordinary shares or preference shares; And all Bonds issued or to be issued by Bonds to be a the said Company under the corporate powers contained in mortgage on limited. the Railway, this or in any other Act conferring such powers upon them, &c, and their shall be a first Mortgage and Lien upon the Railway, Tolls, order of prior- Lands and other property of the Company which are hereby ity. pledged and shall stand pledged for the due payment of the said Bonds and the interest thereon, now or hereafter to be issued as aforesaid, which said Bonds shall have priority of lien in accordance with the dates at which they shall become Proviso as to due; Provided always that nothing herein contained shall affect the priority of the Government Loan until the same shall have been paid and discharged. : Government loan. Words "Railway," &c., how to be construed as re W. R. Com pany. 5. The words "Railway," "Roadway," and " Railroad," in this Act, or in any other of the Statutes of this Province, or of the late Province of Upper Canada, now passed or hereafter to gards the G. be passed, shall, as far as regards the Great Western Railway Company, include and be construed to cover all Viaducts, Bridges, Stations, Freight and Station Houses, Depots and other works, Machinery and the land covered by the same, Engines, Vessels, Carriages, Trucks and things of every kind which may be necessary or convenient to the making or using of any railway; Provided always, that nothing in this section contained shall be held to alter the present liability of the railway to taxation under the Assessment Laws of Upper Canada. Proviso. After such conversion, any amount of stock to be transferable. And with respect to the Consolidation of Shares into Stock, Be it enacted as follows: 6. It shall be lawful for the said Company from time to time, with the consent of three fifths of the votes of the Shareholders present in person or by proxy at any General Meeting of the Company, when due notice for that purpose shall have been given, to convert or consolidate all or any part of the ordinary or non-preferential Shares then existing in the Capital of the Company, and in respect whereof the whole money subscribed shall have been paid up, into a general Capital Stock to be divided amongst the Shareholders according to their respective interests therein. 7. After such conversion or consolidation shall have taken certain enact place, all the provisions contained in this or in any other ments to have Act relating to the incorporation of the Great Western Railway no effect, and Company, which require or imply that the Capital of the Company shall be divided into shares of any fixed amount, and distinguished by numbers, shall, as to so much of the capital as shall have been so converted or consolidated into Stock, cease and be of no effect, and the several holders of such Stock may thenceforth transfer their respective interests therein, or any parts of such interests, in the same manner and subject to the same regulations and provisions as or according to which any Shares in the Capital of the Company might be transferred under the provisions of this Act or the General Acts incorporating the Company; and the Company shall cause an entry to be made in some some book to be kept for that purpose; of every such transfer ; and for every such entry they may demand any sum not exceed- Fees on transing the prescribed amount, or if no amount be prescribed, a fer. sum not exceeding two shillings and six pence. stock. 8. The Company shall from time to time cause the names of Register of the several parties who may be interested in any such stock as consolidated aforesaid, with the amount of the interest therein possessed by them respectively, to be entered in a book to be kept for that purpose, and to be called The Register of Holders of Consolidated Stock, and such book shall be accessible at all seasonable times to the several holders of shares or stock in the undertaking, on a payment of a fee of two shillings and six pence. stock. 9. The several holders of such stock shall be entitled to Rights of participate in the dividends and profits of the Company, holders of conaccording to the amount of their respective interests in such solidated stock, and such interests shall, in proportion to the amount thereof, confer on the holders thereof respectively, the same privileges and advantages for the purpose of voting at meetings. of the Company, qualification for the office of Directors, and for other purposes, as would have been conferred by shares of equal amount in the capital of the Company, but so that none As to fractions of such privileges or advantages, except in the participation of of shares. the dividends and profits of the Company, shall be conferred by any aliquot part of such amount of consolidated stock as would not, if existing in shares, have conferred such privileges or advantages respectively. 10. And whereas the said Railway Company have, in the Recital. exercise of their powers, acquired lands which are and may hereafter be unnecessary for them to hold: Therefore, it shall Company may be lawful for them to sell and dispose of all such lands as they lands no longdispose of may now or hereafter deem superfluous, and upon payment to er needed by them of the purchase money agreed upon, they shall convey them. such lands to the purchasers thereof by Deed under their Common Seal, and a Deed so executed shall be effectual to vest the lands comprised therein in the purchaser of the said lands, as though he had acquired the same from the party or parties from whom the same had by the said Railway Company been obtained. 11. And whereas the Great Western Railway Company, in Recital. order to form connections with Railways in the United States of America, has to lay down its rails out of the Province of Canada, and to provide facilities at stations and otherwise, for consolidating its traffic; Therefore, the Great Western Railway Company may Company shall have full power and authority to use its funds, use its funds by way of loan or otherwise, in providing proper connections, the United and in promoting its traffic with Railways in the United States States. of North America, provided that no such expenditure shall be incurred on works in Proviso. Proviso. Proviso. Recital. incurred unless sanctioned by a vote to that end of two thirds of the shareholders voting in person or by proxy at a general meeting of the shareholders specially called for that purpose; Provided always, that the power hereby granted shall not be construed so as to prevent any other Railway Company from using its funds in providing the same connections, and promot ing its traffic with Railways in the said United States; And provided also, that whenever any other Railway Company shall desire to make such connections, the said Great Western Railway Company shall be bound to assent to the same on equitable and reasonable terms; And provided further, that the loan of seven hundred and fifty thousand dollars already made by the said Company to the Detroit and Milwaukie Railway Company is hereby declared to be lawful. 12. And whereas under the earlier Acts incorporating the Great Western Railway Company, an office for the Transfer of Stock was established in England in the City of London, and a section of the Board of Directors appointed there have exercised certain ministerial functions, parts of which said Acts have been repealed, and parts relating thereto are yet in force, and to make clear those portions of the Acts which are unThe Company repealed; it is therefore declared and enacted, that the said might and Company has had and shall have full power and authority to may transfer, establish and maintain an office in England, in the City of shares, &c, at their office in London, for the purpose of regulating and carrying on the London, Eng business of issuing and transferring shares and bonds, and generally to do all matters and things that may be necessary or desirable in regard to the transferring of or arrangements connected with the capital of the Company held out of Canada, and that all such acts and proceedings shall be considered precisely the same as if carried on in the office of the Company in Canada. land. Recital. Height and span of arches over highways. standing near their road. 13. And whereas there is no express provision for the width of the arches of Bridges erected or to be erected, in the Acts incorporating the Great Western Railway Company, and it is proper to provide for the same as is required by the General Railway Clauses Consolidation Act; Therefore, the span of the arch of any Bridge hereafter to be erected or altered for carrying the Railway over or across any highway, shall at all times be and be continued of the open and clear breadth and space under such arch of not less than twenty feet, and of a height from the surface of such highway to the centre of such arch, of not less than twelve feet, and the descent under any such bridge shall not exceed one foot in twenty feet. Company may 14. And for further assimilation to the Railway Clauses cut down trees Consolidation Act, the Company shall have power and authority to fell or remove any trees standing in any woods, lands, or forests where the Railway shall pass, to the distance of six rods from either side thereof; Provided always that compensation Proviso. be be made for any damage or injury done to the owners of such trees, woods, lands or forests, to be ascertained and determined as damages to lands are now liable to be adjusted. confirmed. 15. And whereas the Great Western Railway Company Recital. have, in the construction of their railway, encroached upon certain proposed streets or allowances for streets, or highways or roads, and not only such as known as original allowances, but which encroachments have been licensed by the respective parties in whom the title to the said streets was vested and by the Municipality within whose boundaries the said original allowances are situated; Therefore, all highways, roads or Occupation of streets which have been occupied by the Great Western Rail- roads, &c., by way Company, with the written assent of the Municipality the Company, within which the same are situated, shall be hereby declared vested in them to the extent of the user permitted or enforced by the said Municipality; and all proposed or contemplated streets occupied by the said Company, or which they have been permitted to occupy by the license of the owner in fee, and which shall not lead to any place beyond the said railway, shall be deemed closed, and the occupation by the said railway shall be and is hereby declared to be lawful; saving Saving of cernevertheless, the civil rights and remedies of all parties who tain rights. may have sustained or shall sustain any damage or injury by reason of obstruction or injury to any such highway; and nothing herein contained shall be construed to bar or prejudice any party or parties, in or from any remedy at law or in equity in the nature of a civil action or proceeding against the said Company, or other parties, for obstructing or injuring any such highway, but such civil actions and proceedings may be had, taken and prosecuted in the same manner and to the same extent as if this Act had not been passed, but not hereby giving any right which does not now exist; and provided that nothing Proviso. herein contained shall affect the private rights, if any, of Charles Hunt, in the Village of Windsor. 16. This Act shall be deemed a Public Act. CAP. CXVII. An Act to amend the Acts relating to the Ontario, Simcoe and Huron Railroad Union Company, and to grant further facilities to the said Company. W [Assented to 16th August, 1858.] THEREAS it is expedient to alter the name of the Ontario, Simcoe and Huron Railroad Union Company, the mode of electing the Directors thereof, and to grant further powers and facilities to the Company to enable them to consolidate their debt and to complete the Railway and works in the manner and to the extent necessary to ensure the full benefit Public Act. Preamble. |