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Directors and officers thereof, and their places of residence; the number of shares of the capital stock, the amount or par value of each share, and the manner of converting the capital stock of each of the corporations into that of the new corporation; and how, and when, and for how long Directors and other officers of such new corporation shall be elected, and when elections shall be held,-with such other details as they shall deem necessary to perfect such new organisation and the consolidation and amalgamation of the said corporations and the after management and working thereof.

be submitted

18. Such agreement shall be submitted to the stockholders of Agreement to each of the said corporations, at a meeting thereof, to be held sepa- to stockholders rately, for the purpose of taking the same into consideration of both corpor notice of the time and place of such meetings, and the object ations. thereof, shall be given by written or printed notices, addressed Notice of to each of the persons in whose names, at the time of giving such meeting. notice, the capital stock of such corporations shall stand on the books of such corporations, and delivered to such persons respectively or addressed to them by mail, if their post office address shall be known to the secretaries of such corporations; and also by a general notice to be published, in a daily newspaper published in the city of Toronto, once a week for two successive weeks. At such meetings of stockholders such agreement shall be considered, Mode of voting and a vote by ballot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, and the ballots to be cast in person or by proxy; and if three fourths of Three fourths the votes of all the stockholders of such corporations shall be for of votes necesthe adoption of such agreement, then that fact shall be certified tion. upon each of the said duplicates by the Secretary of each of such corporations, under the corporate seals thereof; and if the said Agreeement to agreement shall be so adopted at the respective meetings of the Canada and stockholders of each of said corporations, one of the duplicates Michigan. of the agreement so adopted and of the said certificates thereon, shall be filed in the office of the Secretary of State of the Dominion of Canada, and the other in the office of the Secretary of State of the State of Michigan; and the said agreement shall, from thence, be taken and deemed to be the agreement and act of consolidation and amalgamation of the Pacific Junction Bridge Company and of such other corporation; and a copy of such agreement, so filed, and of the certificates thereon, properly certified, shall be evidence of the existence of such new corporation.

sary for adop

be filed in

ation corpor

tion.

19. Upon the making and perfecting of the said agreement and After consolidact of consolidation as provided in the next preceding section, and ations to form filing the said agreement as in the said section provided, the one corporaseveral corporations parties thereto, shall be deemed and taken to be consolidated and to form one corporation by the name in the agreement provided, with a common seal; and shall possess all the rights, powers, privileges and franchises, and be subject to all the disabilities and duties of each of such corporations so consolidated and united except as herein provided.

Property of

corporations to

ation.

Rights of

creditors to

20. Upon the consummation of such act of consolidation, as consolidating aforesaid, all and singular the property, real, personal and mixed, be transferred and all rights and interest appurtenant thereto, all stock, subscripto new corpor- tions and other debts due on whatever account, and other things in action belonging to such corporations or either of them, shall be taken and deemed to be transferred to and vested in such new corporation, without further act or deed: Provided however that all rights of creditors and all liens upon the property of either of attach to new such corporations shall be unimpaired by such consolidation; andall corporation. debts, liabilities and duties of either of the said corporations shall thenceforth attach to the new corporation, and be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; and provided also, that no Actions not to action or proceeding, legal or equitable, by or against the said corporations so consolidated, or either of them shall abate or be affected by such consolidation; but for all the purposes of such action or proceeding such corporation may be deemed still to exist, or the new corporation may be substituted in such action or proceeding in the place thereof.

abate.

Capital stock

ation.

21. The capital stock of such new corporation shall be personal of new corpor property, and no stockholder shall be liable for the payment of any debt or obligation due by the said corporation, except as provided in the next following section.

Liability of stockholders limited.

22. All the stockholders in the said new corporation shall be severally and individually liable, to an amount equal to the amount of the capital stock held by them respectively, to the creditors of such corporation, until the whole amount of its capital stock shall have been paid in; all payments on the capital stock of the companies so consolidated shall, for the purposes of this section, be deemed payments on the capital stock of the said new corporation; if the Directors of such new corporation shall contract debts for the said corporation, which, with the debts assumed by it by such act of consolidation, at any one time shall exceed the excess of debt amount of its capital stock, they shall be primarily personally liable for such excess, and the stockholders shall be secondarily personally liable for such excess in the rates of their respective shares of stock.

Directors primarily liable for

over capital.

Corporation

may borrow

23. The said new corporation shall have power, from time to and mortgage. time, to. borrow such sums of money as may be necessary for constructing and completing its bridge and for the acquiring of the necessary real estate for the site thereof and approaches thereto; and to mortgage its corporate property and franchises to secure the payment thereof; but the principal of the mortgage debt of such corporation shall not at any time exceed the sum of three hundred thousand dollars.

Mode of voting at meetings.

24. At all meetings of the stockholders of the Pacific Junction Bridge Company, or of the stockholders of such new corporation, each stockholder shall be entitled to cast one vote for each share of

stock

stock held by him, and to vote either in person or by proxy; and the Directors of the said Company may also, at any meeting of the Board, vote by proxy, such proxy to be held by another Director.

the coming in

Act.

25. This Act shall have no force or effect until duly certified Conditions copies of any Act passed by the Legislature of the State of Michi- preliminary to gan incorporating any company for objects similar to those con- to force of this templated by this Act, and of any Act of Congress of the United States conferring necessary powers in respect of the same are filed in the Department of the Secretary of State for Canada; upon which the Governor in Council may by Proclamation order that from and after a day to be mentioned therein, this Act shall be of full force and effect; and this Act shall accordingly thenceforth have full force and effect.

non-user.

26. If the said bridge be not commenced within five years and Forfeiture for completed within seven years from the coming into force of this Act, the said corporation shall from thenceforth cease.

CAP. XC.

An Act to incorporate the St. Lawrence International
Bridge Company.

W

[Assented to 14th June, 1872.]

HEREAS it has been represented, that the greatly increasing Preamble, trade of the Ottawa country renders it imperatively necessary that complete and uninterrupted communication should exist between Canada and the United States, and that to effect such object it is expedient that a bridge should be constructed across the River St. Lawrence from a point at or near the Town of Prescott or some other point in the County of Grenville, to or near the City of Ogdensburgh, in the State of New York, one of the United States of America; and certain persons hereinafter named (amongst others) have petitioned for an Act of incorporation for facilitating that object; and whereas it is expedient to grant the prayer of their petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. The St. Lawrence International Bridge is hereby declared Declaratory. to be a work for the general advantage of Canada.

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2. This Act may be known and cited as The St. Lawrence Short title. International Bridge Act, 1872."

3. The words "the Company" shall mean "The St. Lawrence Interpretation International Bridge Company,'

Railway Act to apply.

Exceptions.

Persons

&c.

4. "The Railway Act, 1868," is hereby incorporated, except as hereinafter mentioned, with this Act, and shall form part hereof; and the several provisions of "The Railway Act, 1868," applicable to a railway company, and to a railway, shall, except as varied by this Act, apply to the Company hereby incorporated, and to the bridge hereby authorized to be constructed. But the sections of "The Railway Act, 1868," headed Highways and Bridges," "Fences," Working of the Railway," "The Railway Committee," "General Provisions," Application of Penalties," "Railway Fund," shall not apply hereto or be incorporated with this Act.

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5. Thomas Reynolds of the City of Ottawa, Esquire, Joseph incorporated, Robinson, Thomas Robinson, Alexander Robert Eyre, and William Carter, respectively of the City of London, England, iron masters, Sir Hugh Allan of the City of Montreal, George Stephen and Donald Lorn Macdougall, of the City of Montreal, Esquires, William Perley, Henry Franklin Bronson, Levi Young, John R. Booth and Ezra Butler Eddy, Esquires, together with such persons and corporations as shall, under the provisions of this Act, become shareholders in the Company hereby incorporated, are hereby constituted and declared to be a body corporate and politic, by the name of the St. Lawrence International Bridge Company, and shall, as such, be invested with all the powers, privileges and immunities necessary to carry into effect the intention and objects of this Act, and of "The Railway Act, 1868," in so far as the last mentioned Act is applicable, and which are incident to such corporation.

Corporate name and general persons.

Purposes of

the Company. Bridge and real estate.

Capital and shares.

Provisional
Directors.

Their powers

and duties.

6. The Company shall have full power and authority to build, construct, maintain, work and manage a bridge across the River St. Lawrence, from a point at or near the Town of Prescott or some other point in the County of Grenville, to or near the City of Ogdensburgh in the State of New York, one of the United States of America; and may purchase, acquire and hold real and personal property for the purposes thereof; and may from time to time sell, alienate and dispose thereof, and may acquire other real and personal estate in lieu thereof, as may be requisite for the object aforesaid, according to the provisions of "The Railway Act, 1868."

7. The capital of the Company shall be one million dollars, divided into twenty thousand shares of fifty dollars each.

8. The said Thomas Reynolds, Joseph Robinson, Thomas Robinson, Alexander Robert Eyre, William Carter, Sir Hugh Allan, George Stephen and Donald Lorn Macdougall are hereby constituted the Board of Provisional Directors of the Company.

9. The Board of Provisional Directors of the Company shall hold office as such until the first election of Directors under this Act; and shall have power and authority to open stock books and procure subscriptions of stock for the undertaking,-giving at least four weeks' previous notice in the Canada Gazette and any news

paper

paper in the cities of Montreal and Ottawa, of the time and place

of their meeting to receive subscriptions of stock; and the said Plans and Provisional Directors may cause surveys and plans to be made and surveys. executed, and may acquire any plans and surveys now existing; and it shall be their duty, as hereinafter provided, to call a general meeting of shareholders for the election of Directors.

10. No subscription of stock in the capital of the Company Subscriptions shall be legal or valid, unless ten per centum shall have been and payment onsubscribing actually and bona fide paid thereon, within five days after subscription, into one or more of the chartered banks of Canada, to be designated by the said Directors; and such ten per centum shall not be withdrawn from such bank, or otherwise applied, except for the purposes of the Company, or upon the dissolution of the Company from any cause whatever; and the said Directors or a majority of them may, in their discretion, exclude any persons from subscribing, who, in their judgment, would hinder, delay or prevent the Company from proceeding with and completing their undertaking under the provisions of this Act; and if more than Apportionthe whole stock shall have been subscribed, the said Provisional ment if toɔ Directors shall allocate and apportion it amongst the subscribers subscribed. as they shall deem most advantageous and conducive to the furtherance of the undertaking; and in such allocation the said Directors may, in their discretion, exclude any one or more of the said subscribers, if, in their judgment, their so doing will best secure the objects of the Company.

much is

vote.

11. All Shareholders in the Company, whether British subjects Aliens may or aliens, or residents in Canada or elsewhere, shall have equal hold stock and right to hold stock in the Company, and to vote on the same, and to be eligible to office in the Company.

12. So soon as two hundred and fifty thousand dollars of First general the said capital stock shall have been subscribed as aforesaid, and meeting. ten per cent bona fide paid thereon, and deposited in one or more of the chartered banks of Canada for the purposes of the Company, the Directors or a majority of them, shall call a meeting of the shareholders of the Company at such time and place as they may think proper,-giving at least two weeks notice in the Canada Gazette and in any newspaper in the cities of Montreal and Ottawa; at which meeting the shareholders shall elect seven Directors Election of from the shareholders possessing the qualifications hereinafter directors. mentioned; which Directors shall hold office until the next annual meeting of the shareholders as hereinafter provided; and any Provisional Director may vote by proxy; and every Provisional Director shall be eligible for clection as a Director; and four shall be the quorum of a Board of Directors.

13. Any railway company whose road now has, or shall here- Railway after have, a terminus at, or shall run its trains to or from any Companies may lend their point at or near the said Town of Prescott, or other point in the credit to the County of Grenville, or the said City of Ogdensburgh, or shall run Company,

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