Proviso. General Act, 32, 33 V.,c. 12, to apply. interventions in cases pending before the said Superior Cour Provided also that unless the said Court or Judge otherwise orde the costs and expenses of procuring such order and adjudicatin shall be paid by the party or parties to whom the said share 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. 10. "The Canada Joint Stock Companies Clauses Act, 1869 shall extend and apply to the Company hereby incorporated, and shall be incorporated with and form part of this Act. Preamble. Incorporation. Corporate name and general powers, CHAP. 121, An Act to incorporate the Coldbrook Rolling Mills W [Assented to 23rd May, 1873] HEREAS James Domville, Edward G. Scovil, Geo. McKear Geo. E. R. Burpee, Wm. Henry Thorne, Jeremiah Harrison James Scovil, Esquires, all of St. John, in the Province of New Brunswick, and others, have by their petition prayed for an Act of incorporation under the name of the "Coldbrook Rolling Mils Company of the Dominion of Canada," for the purposes of manufacturing bolts, screws, nails, axes, rails and railroad iron boiler plates, rivets, tools, implements and machinery; of rolling iren, and manufacturing, erecting, selling, and leasing locomotive engines and machinery, rolling stock, stations, storehouses, elevators, workshops and other buildings and erections used and re quired by railway companies, and for the powers necessary to carry out the undertaking; and it is expedient to grant the prayer of the said 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 said James Domville, Edward G. Scovil, Geo. McKean, Geo. E. R. Burpee, Wm. Henry Thorne, Jeremiah Harrison, James Scovil and such other persons as shall become shareholders in the Company hereby incorporated shall be, and they are hereby constituted a body politic and corporate, by the name of the "Coldbrook Rolling Mills Company of the Dominion of Canada," and by that name shall have perpetual succession and a common seal, with power to break and alter the same at pleasure, and by that name may sue and be sued, plead and be impleaded in all courts whatsoever. 2. The capital stock of the Company shall be one million dollars, Capital, share, livided into ten thousand shares of one hundred dollars each, and may be increased by an amount not exceeding another million lollars, in the manner hereinafter provided: Provided that stock to Proviso. he amount of not less than two hundred and fifty thousand dollars shall be subscribed, and not less than twenty-five thousand dollars aid in, before the Company shall go into operation. estate. 3. The Company shall, for the purpose of their business, have Power to power from time to time to purchase, hire and lease real estate, acquire real water and mill rights and privileges in any part of Canada, and as often as any property so acquired ceases to be necessary for the purposes of the Company they shall sell or otherwise dispose thereof; the Company may also, from time to time and as their business may require, purchase, lease or build any offices, mills, factories, workshops, machinery or other works and appliances, in any part of Canada which the Company may think proper for their purposes or for the exercise of the powers by this Act conferred; and the same or any part of them, when the Company find it expedient, may be sold or otherwise disposed of. arrangements works. 4. The Company shall also have the right to enter into arrange- To make ments with any railway company or person for the construction of with Railway any station or stations, warehouses, workshops, elevators or other Companies for buildings or erections required by any such railway company or person for the purposes of their or his business; and the Company in- Security for corporated by this Act shall, for their outlay and services, have the payment. right to take security by way of mortgage or hypothec upon the lands and tenements upon which the said works may be erected or said machinery placed or either, and on the said works and machinery; which security may be for the payment of a fixed annual sum, payable in such payments, and at such times, and for such period, and in such manner as may be agreed upon, and for the redemption or discharge of the said property at the times and in the manner in the said mortgage or hypothec mentioned, by the payment of the sum or sums of money in and by such mortgage or hypothec agreed on for that purpose: or the Company may arrange By mortgage for and take a transfer or conveyance to them of the lands upon which any of the said works may be agreed to be erected, and may lease the said lands so transferred or conveyed with the said works thereon to the railway company or person for whom the said works may be made or constructed, at such rental as may have been agreed upon; and such lease may contain such conditions and stipulations as the parties thereto may agree upon, to secure the due payment of the said rental, and may also provide for the right, to the railway company or person taking said lease, to a conveyance or re-conveyance, as the case may be, of the property so leased, upon the payment of such sum or sums of money at such times and in such manner and on such conditions as the said parties may agree upon, and as they may consider most to their convenience. or hypothec. Engines, &c., 5. Engines, machinery, rolling stock or other movable propert pledged to the Company not either sold or leased by the Company incorporated by this At liable to claims shall not be subject to any mortgage or execution, or to any li of other parties. or liability whatsoever upon any mortgage or lien given or created before or after such sale or lease by the company or person makin such purchase or making such lease or any other company or per son whomsoever; nor shall the same be liable to any seizure or de tress against any such railway company or person for any cause in any manner whatever,-in case of a purchase, while the purchas money or any part thereof or any interest thereon remains unpa unless the seizing creditor shall pay or tender such purchase more or interest to the Company previous to such seizure (a statement which indebtedness shall be furnished to such creditor by the Copany on demand), and, in case of a lease, while such property leased remains under the said lease and continues to be the property of the Company incorporated by this Act: and the purchase mone money due to for all such property sold to any railway company, shall be a continue a first charge upon the property so sold; and it shel remain liable to such lien in the hands of any person or corpor tion who may obtain possession thereof until said purchase moner and all unpaid interest thereon is fully paid and satisfied: Pvided always that all machinery and rolling stock so sold or leas while the purchase money remains unpaid, or the same is und lease as the case may be, shall have painted upon each car or engine as the case may be, the words "Coldbrook Rolling Mills Company of the Dominion of Canada." Purchase Company to be a first charge. Proviso. Mortgages to structed by it, charge. 6. Except as hereinafter provided any mortgage or hypothes buildings con- given by any railway company or person upon any lands, tee ments or premises, upon which any station, warehouse, worksh or other erection or work has been built or erected by the Conpany incorporated under this Act, or for them, as the case may be and the moneys secured by such mortgage or hypothec, shall be a first charge and lien upon the lands upon which such buildings a works shall stand, for the moneys payable under the said mortgage or hypothec as therein specified; and shall have priority over all other claims upon the said premises; and in any case where the security may be taken by conveyance of the lands upon which such improvements are made, and a lease is given as is above provided, the rent secured by the said lease and the moneys payable to the Company incorporated by this Act for a conveyance of the property, as redemption or purchase money, shall likewise be s first charge or lien upon the said premises and property so leased, and shall rank and take priority over all other liens: Provided always that no such mortgage, hypothec or lien shall have priority over any existing bailleur de fonds, balance of purchase money or moneys specially secured on such lands before the creation of the charge or lien authorized by this Act in favour of the said Cou pany; and provided further, that nothing in this Act shall be held to confer any priority inconsistent with the operation of the Regis try or other laws of any of the Provinces in the Dominion as regards real estate in such Province affected by any mor gage or hypothec to be given under this Act; and Proviso: exception as to bailleur de fonds, &c. Proviso. Proviso. vided further, in case of any general mortgage or lien upon the lands of any such railway company existing before the creation of the mortgage, hypothec or lien authorized by this Act, the said general mortgage, hypothec or lien shall, to the extent of the actual value of the land occupied by any such buildings or erections (taken as it was before the construction of such buildings, works or erections), have priority over the mortgage, hypothec or lien, above authorized, in favour of the Company incorporated by this Act; and in case it becomes necessary to ascertain the said Valuation in value, and that the said value or the mode of ascertaining the same certain cases. cannot be agreed upon between the Company hereby incorporated and the mortgagee,-in every such case the proceedings to fix the said value shall be the same as is provided in sub-section twelve and the subsequent sub-sections of section nine of "The Railway sections of Act, 1868." And after the said value is ascertained, sub-section Certain six and the other sub-sections of the said section nine of "The Railway Act, Railway Act, 1868," shall apply, and the Company may avail them- 1868, to apply. selves thereof for the purpose of being relieved from further responsibility in respect of the said value: and where arbitration is resorted to, and there is no person in Canada representing the said general mortgagee, the railway company shall be the parties upon whom the notice of arbitration may be served, and with whom the arbitration shall be had; and in respect of such arbitration the railway company shall act, and be considered as the trustee. Company may the same to 7. It shall be lawful for the Company, in case it is so agreed pay off any upon, to pay the purchase money for, or to pay off any mortgage or former mortmortgages which may be upon any land required for any such gage and add works; and the Company may, on taking any such security from theirs. the railway company, add the same to the amount so to be secured and in respect of which interest or a rental shall be paid as aforesaid. Company may ties in a like 8. The Company may enter into arrangements with any person purchase plant or corporation in the Dominion of Canada engaged in any of the &c., from parlines of business above mentioned, and not being a railway com- business. pany, for the purchase from such person or corporation of any or all the estate real or personal of such person or corporation, together with all tools, plant and material connected with the works so purchased, possessed by such person or corporation, or any part thereof, for such price, payable in such manner and at such times as may, by the Company and such person or corporation, be agreed upon, and, in respect of said purchase, may give upon the And give same, security by way of mortgage or otherwise as may be deemed security: or most expedient; and in case any person or persons, corporation or payment. corporations so selling, for any part of the purchase money of any such property are willing to accept as part payment paid-up stock in the Company incorporated by this Act, the Directors of said Company, may, if they deem it proper to do so, issue to said person or corporation out of the unsubscribed stock of the Company, shares to the amount so agreed to be taken in such part payment; or in case the said one million dollars of stock are all subscribed for, and the Company authorize an increase of the capital stock, then such shares may be issued as part of such increase; and in issue shares in Rights of holders of such shares. Such parties &c. to the Company. either case the holders of such paid-up shares shall have all the rights of shareholders in the said Company, and shall be entitled to dividend thereon in the same manner as if they had subscribed for and paid up their stock in full. 9. It shall be lawful for any company or corporation (not being may sell plant a railway company) so engaged in any of the lines of business above mentioned, to sell to the Company incorporated by this Act, in the manner above mentioned, and for any and all railway con panies desiring to lease or purchase locomotive engines, rolling stock or machinery of any kind from the Company, or desiring to make arrangements for the erection of stations, warehouses, workshops, elevators or any of them, to enter into and complete any of the arrangements which the Company incorporated by this Act are authorized to enter into and make; and all such arrangements so made and the acts done thereunder shall be valid and binding on all parties or persons in the manner and to the extent above expressed. Money paid to Company ing expenses" to be work of Railway. Directors may make such contracts. Board of Provisional Qualification of Directors. 10. All moneys payable by any railway company, now or hereafter to be incorporated, under any contract authorized by this Act, shall form part of the working expenses of such railway company, and shall be paid before any interest or other debt not by law coming under the denomination of working expenses. 11. In managing the business of the Company, and in making any of the contracts above provided for, the Directors of the Company shall possess and exercise all the corporate powers of the Company. 12. The affairs of the Company shall be managed by a Board of seven Directors. The said James Domville, Edward Geo. Scovil, Geo. McKean, Geo. E. R. Burpee, Wm. Henry Thorne, Jeremiah Harrison and James Scovil, Esquires, shall be Directors of the said Company until replaced by others duly elected in their stead. 13. No person shall be elected or named as a Director unless he is a shareholder, owning at least ten shares of stock absolutely in his own right, and not in arrear in respect of any call thereon: and the major part of the Directors of the Company shall, at all times, be persons resident in Canada, and subjects of Her Majesty As to aliens. by birth or naturalization. A minority may be aliens. Annual election of Directors. Provision in default of by-laws, Election, 14. The Directors of the Company shall be elected by the shareholders, in general meeting of the Company assembled at such times, in such wise, and for such term, not exceeding one year, as the by-laws of the Company may prescribe. 15. In default only of other express provisions in such behalf by the by-laws of the Company, 1. Such election shall take place yearly,-all the members of the board |