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25. No share shall be transferable until all previous calls Transfer of thereon have been fully paid in, or until declared forfeited for shares. nonpayment of calls thereon.

26. No shareholder being in arrear in respect of any call shall shareholder in be entitled to vote at any meeting of the Company.

arrears not to

vote.

27. In the event of an increase of the capital stock of the Increase of Company being deemed advisable, it shall be lawful for the share capital stock. holders, in general meeting, duly called for the purpose, by the vote of a majority of the shareholders present at such meeting, in person or by proxy, to pass a by-law increasing the capital stock by an amount not exceeding two million dollars, in addition to the capital of four million dollars, hereinbefore provided: and thereupon all the provisions of this Act applicable or referring to the capital stock shall apply to such increased capital.

execution of

28. The Company shall not be bound to see to the execution of Company not any trust, whether expressed or implied or constructive, in respect bound to see to of any share or in respect of any property, real or personal, pur- trusts. chased or acquired by the Company and the receipt of the person in whose name any share shall stand, (or where a share stands in the name of more than one person, then the receipt of one of them,) for any dividend or money payable by the Company in respect of such share,-whether or not notice of such trust shall have been given to the Company,-shall be a complete discharge to the Company for any such dividend or money; and in like manner as to the purchase money or consideration money to be paid by the Company to any person or persons or corporation, for any property, real or personal, the receipt of the person or persons or corporation, in whom the legal estate or right of property is vested and in whose name it appears, shall be a complete discharge to the Company in respect to the purchase money of such property.

otherwise than

29. The transmission of the interest in any share of the capital Transmission stock, in consequence of the marriage, death, bankruptcy or in- of shares solvency of a shareholder, or by any other lawful means than an by transfer. ordinary transfer, shall be authenticated and made in such form, by such proof, with such formalities, and generally in such other manner, as the Directors shall from time to time require, or by any by-law may direct: and, in case the transmission of any share of the capital stock of the Company shall be by virtue of the marriage of a female shareholder, it shall be competent to include therein a declaration to the effect that the share or shares transmitted is the sole property and under the sole control of the wife, that she may receive and grant receipts for the dividends and profits accruing in respect thereof, and may dispose of and transfer the share itself without requiring the consent or authority of her husband; and such declaration shall be binding upon the Company and the parties making the same, until the sail parties shall sec fit to resolve it by a written notice to that effect to the Company;

Proviso.

and the omission of a statement in any such declaration that the wife making the same is duly authorized by her husband to make the same shall not cause the declaration to be deemed either illegal or informal, any law or usage to the contrary notwithstanding.

Proceedings in 30. If the Directors of the Company shall entertain doubts as case of doubtful proprietor to the legality of any claim to and upon such share or shares of ship of shares, stock, it shall be lawful for the Company to make and file in the Superior Court for the Province of Quebec, a petition in writing addressed to the said Court, or to any Judge thereof, setting forth the facts and praying for an order or judgment adjudicating or awarding the said shares to the party or parties legally entitled to the same; and by which order or judgment the Company shall be guided and held fully harmless and indemnified and released from all and every other claim for the said shares, or arising therefrom: Provided always that notice of such petition shall be given to the party claiming such shares, who shall upon the filing of such petition, establish his right to the several shares referred to in such petition; and the delays to plead and all other proceedings in such cases shall be the same as those observed in interventions in cases pending before the said Superior Court: Provided also, that unless the Court or Judge otherwise orders, the costs and expenses of procuring such order and adjudication shall be paid by the party or parties to whom the said shares shall be declared lawfully to belong; and such shares shall not be transferred until such costs and expenses be paid, saving the recourse of such party against any party contesting his right.

Proviso.

Acts of Agents

&c. to be acts of the

company.

Proviso.

Liabilities of shareholders limited.

31. Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and every promissory note and cheque made, drawn or endorsed, on behalf of the Company, by any agent, officer or servant of the Company, in general accordance with his powers as such under the by-laws of the Company, shall be binding upon the Company; and in no case shall it be necessary to have the seal of the Company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law, or special vote or order; nor shall the party so acting as agent, officer or servant of the Company, be thereby subjected individually to any liability whatsoever to any third party therefor: Provided always that nothing in this section shall be construed to authorize the Company to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as money, or as the note of a bank.

32. Each shareholder, until the whole amount of his stock has been paid up, shall be individually liable to the creditors of the Company to an amount equal to that not paid thereon; but shall not be liable to an action therefor by any creditor, before an execution against the Company has been returned unsatisfied in

whole

whole or in part; and no greater sum than the amount due on such execution shall be recoverable with costs against such shareholders.

further

33. The shareholders of the Company shall not as such be Liability held responsible for any act, default or liability whatsoever of the limited. Company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatsoever relating to or connected with the Company, beyond the amount of their respective shares in the capital stock thereof.

34. No person holding stock in the Company as an executor, As to shares held by administrator, tutor, curator, guardian or trustee shall be per- executors, &c. sonally subject to liability as a shareholder; but the estates and funds in the hands of such person shall be liable in like manner, and to the same extent, as the testator or intestate, or the minor, ward and interdicted person, or the person interested in such trust fund would be if living and competent to act and holding such stock in his own name; and no person holding such stock as collateral security shall be personally subject to such liability, but the person pledging such stock shall be considered as holding the same, and shall be liable as a shareholder accordingly.

tives of shares.

35. Every such executor, administrator, tutor, curator, guardian Representaor trustee shall represent the stock in his hands, at all meetings of the Company, and may vote accordingly as a shareholder; and Stock pledged. every person who pledges his stock may nevertheless represent the same at all such meetings, and may vote accordingly as a shareholder.

dividend when

render

36. If the Directors of the Company declare and pay any Declaration of dividend when the Company is insolvent, or any dividend the Company is payment of which renders the Company insolvent or diminishes insolvent to the capital stock thereof, they shall be jointly and severally Directors liable as well to the Company as to the individual shareholders liable. and creditors thereof, for all the debts of the Company then existing and for all thereafter contracted during their continuance in office respectively; but if any Director present when such Proviso. dividend is declared do forth with, or if any Director then absent do within twenty-four hours after he shall have become aware thereof and able so to do, enter on the minutes of the Board of Directors his protest against the same, and within eight days thereafter publish such protest in at least one newspaper published at, or as near as may be possible to, the office or chief place of business of the Company, such Director may thereby, and not otherwise, exonerate himself from such liability.

Office.

37. The principal office of the Company shall be in the City of Principal Montreal, in the Province of Quebec, but the Company's works and business may be carried on at such other place or places in the Dominion of Canada as the Directors may from time to time determine.

Office in
London,
England.

Power to borrow money.

Proviso: amount limited.

Service upon,

how made.

38. The Company may have an office in London, England, for such purposes as the Directors shall determine; and the bonds, coupons, or dividends of the Company may be made payable at any place in London aforesaid, and in sterling or currency.

39. The Directors may, from time to time, with the consent of the shareholders present or represented in a general meeting, borrow money on behalf of the Company, at such rates of interest and upon such terms as they may think proper; and the Directors may, for that purpose, make, or cause to be made, bonds or other instruments under the common seal of the Company, for sums of not less than one hundred dollars, which may be payable at any place, and either to order or to bearer, and may have interest coupons attached: Provided that the aggregate of the sum or sums so borrowed shall not at any time exceed the amount of the paid-up capital of the Company, for the time being; and no lender shall be bound to enquire into the occasion for any such loan, or into the validity of any resolution authorising the same, or the purpose for which such loan is wanted.

40. Service of all manner of summons or writ whatever, upon the Company the Company, may be made by leaving a copy thereof at the office or chief place of business of the Company in the City of Montreal, with any grown person in charge thereof; or, if the Company have no known office or chief place of business, and have no known President or Secretary, then, upon return to that effect duly made, the court shall order such publication as it may deem requisite to be made in the premises, for at least one month, in at least one newspaper; and such publication shall be held to be due service upon the Company.

Certain actions may

41. Any description of action may be prosecuted and mainbe maintained, tained between the Company and any shareholder thereof; and no shareholder shall be incompetent as a witness therein.

Subscription of stock in case all is not subscribed when books are closed.

Proviso.

Interpretation.

42. In case the whole capital stock of the Company is not subscribed when the Provisional Directors close the books for the purpose of organizing the Company as above provided, the Directors may at any time, and from time to time as they deem proper, open said stock books for new subscriptions until the whole capital stock is subscribed; but in each instance all the provisions of this Act, as to the percentage to be paid on subscription of stock, the liability of the person subscribing upon in respect of said stock, and as to the rights and liabilities of shareholders, shall apply to the persons making such new subscriptions and to the stock or shares so subscribed.

and

43. The following words and expressions, used in this Act, shall have the meanings hereby assigned to them, unless there is something in the subject or context repugnant to such construction, that is to say:

1. The expression "the Company" shall mean the Company "Company": incorporated by this Act:

2. The expression "the undertaking" shall mean the whole of "Underthe works and business of whatever kind, which the Company is taking." authorized to undertake and carry on:

3. The expression "real estate" or "land" shall include all "Real real estate, messuages, lands, tenements and hereditaments, of Estate." any tenure :

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holder.'

4. The word "shareholder" shall mean every subscriber to or Shareholder of stock in the Company, and shall extend to and include the personal representatives of the shareholder:

5. The words "by-laws of the Company," or "by-law of "By-Laws." the Company," shall mean and include all by-laws made by the Directors as well as all passed by the shareholders.

CAP. LXXXIII.

An Act to incorporate the Coteau and Province Line
Railway and Bridge Company.

W

[Assented to 14th June, 1872]

HEREAS the persons hereinafter named, and others, have Preamble. by their petition represented that a line of railway to be constructed from a point on the Grand Trunk Railway at or near Coteau Landing, at the proposed intersection of the Montreal and City of Ottawa Junction Railway, would afford, in conjunction with that railway, the shortest and most convenient connection between the Ottawa valley and the Eastern States on the Atlantic seaboard'; and have prayed to be incorporated as a Company for the purpose of constructing such line; and it is expedient to grant their prayer: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. The Coteau and Province Line Railway and Bridge is hereby Declaratory. declared to be a work for the general advantage of the Dominion of Canada.

sons incor

2. Donald Alexander Macdonald, M.P., Julius Scriver, M.P., Certain perRanald S. Macdonald, of Lancaster, Archibald McNab, Reeve of porated. Lochiel, James Fraser, Reeve of Kenyon, James Baylis, and William R. Hibbard, of Montreal, with all such other persons and corporations as shall become shareholders in the Company hereby

incorporated,

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