buildings, time, to change, repair and enlarge the same, and to purchase wharves,&c. and acquire stationary or locomotive engines and carriages, wagons, floating-stages and other machinery necessary for the accommodation and use of the passengers, freight and business of the railway; 43-44 V., c. 43, s. 7 §7. Branch railways; All other matters and things neces sary for the railway; To convey persons and goods on railway; To borrow to 8. To make branch railways if required and authorized by the charter, and to manage the same, and for that purpose, exercise and possess all the powers, privileges and authority necessary therefor, ir. as full and ample a manner as for the railway; 43-44 V., c. 43, s. 7 § 8. 9. To construct and make all other matters and things necessary and convenient for making, extending and using the railway, in pursuance of this section, and of the charter; 43-44 V., c. 43, s. 7 § 9. 10. To take, transport, carry and convey persons and goods of all kinds on the railway; to regulate the time and manner in which the same shall be transported, and the tolls and compensation to be paid therefor and receive such tolls and com-pensation; 43-44 V., c. 43, s. 7 § 10. 11. To borrow, from time to time, either in Canada or elsemoney, &c.; where, at a rate of interest not exceeding the legal rate, such sums of money as may be expedient for completing, maintaining or working the railway; to make the bonds, debentures and other securities, granted for the sums so borrowed, payable either in currency or in sterling, and at such place or places, within Canada or without, as may be deemed advisable; to sell the same at such prices or discount as may be deemed expedient, or be necessary, and to hypothecate, mortgage or pledge the lands, tolls, revenues and other properties of the company, for the payment of the said sums borrowed and the interest thereon; but no such debenture shall be for a less sum than one hundred dollars; 43-44 V., c. 43, s. 7 § 11. To issue bonds, de bentures, &c. pledging company's property; Proviso. 12. To enter into and upon any Crown lands, without previous license therefor, or into and upon the lands of any corporation or person whatsoever, lying on the intended route or line of the railway; and to make all surveys, examinations, or other operations on such lands necessary for fixing the site of the railway, and to set out and ascertain such parts of the lands as are requisite and proper for the railway; 43-44 V., c. 43, s. 7 §12. 13. To fell or remove any trees standing in any woods, lands or forests, where the railway passes, to the distance of six rods from either side thereof; 43-44 V., c. 43, s. 7 § 13. 14. To cross or intersect any other railway, and join and unite the railway with any other railway, at any point on its route, and upon the lands of such other railway, with the necessary conveniences for the purposes of such connection; and the owners of both railways may unite in forming such intersection, and grant facilities therefor; and in case of disagreement upon the amount of compensation to be made therefor, or upon the point or manner of such crossing or connection, the same shall be determined by arbitrators to be appointed by a judge of the Superior Court. 43-44 V., c. 43, s. 7 § 14. 15. No railway company shall avail itself of any of the powers contained in the next preceding paragraph, without out the auapplication to the Railway Committee, constituted under article thority of the Railway Com5182, for approval of the mode of junction, crossing, or inter- mittee under section proposed. Notice in writing of such application shall be given to any other railway company affected, by sending the same by mail or otherwise, to the address of the president, superintendent, managing director or secretary of any such railway company. When such approval has been obtained, it shall be lawful for either railway, in case of disagreement as to the amount to be paid for compensation, to proceed for the determination of such compensation, as provided in the preceding paragraph 14. 43-44 V., 43, s. 7 § 15. articles 5182; way on cer 16. Any railway company may, whenever a by-law, sanc- To construct. tioning the same, has been passed by the municipal council of branch railthe municipality, within the limits of which such proposed tain condibranch is situate, construct a branch or branches, not exceeding tions; six miles in length, from any terminus or station of its railway; No such branch shall, as to the quality and construction of the road, be subject to any of the restrictions contained in the charter or in this section, nor shall anything in either authorize the company to take for such branch any lands belonging to any person, without the consent of such person first obtained. 43-44 V., c. 43, s. 7 § 16. for certain 17. For the purpose of connecting any city, town, village, To construct. manufactory, mine or any stone or slate quarry or any well or branch lines. spring, with the main line of the railway of the company, or purposes; with any branch thereof, or with any railway worked or leased by the company; and for the purpose of giving increased facilities to business, or for the purpose of transporting the products of any such manufactory, mine, quarry, well or spring, it shall be lawful for the company to build, make and construct, and to work and use, sidings, switches or branch lines of railway, not to exceed, in any one case, six miles in length; but the company shall not proceed to locate or build any branch line of more than one quarter of a mile in length, under this article, until public notice shall have been given for six weeks, in some newspaper published in the counties, through or in which such branch line is to be made, that it is the intention of the company to apply to the Notice to be Lieutenant-Governor in Council to sanction the building of given; such branch line, and to expropriate the necessary lands for that purpose, under the compulsory powers vested in them by this section, or by any act concerning such company; nor unless the company shall, prior to the first publication of such notice, have deposited in the registry office of any city, county Maps and or part of a county, in which the line or any part thereof is to plans; apbe constructed, the maps and plans indicating the location of Lieutenantthe line; nor until the company shall have submitted such Governor maps and plans to, and until such maps and plans shall have in Council been approved by the Lieutenant-Governor in Council, after the last publication of the notice; and provided that the order of the Lieutenant-Governor in Council, approving the for construc Proviso time said maps and plans, shall limit the time, not exceeding two years from the date of such order, within which the company may construct such branch line; 43-44 V., c. 43, s. 7 § 17. *ion limited; Power of company as to such branch lines; To make changes in the line of railway at certain pur poses; For any and every such purpose, each and every company herein referred to shall have and may exercise all the powers given them, with respect to their main line, by the charter of the company, or acts relating to the company, or the act authorizing the construction of the main line, and this section and each and all the provisions of the said acts, which are applicable to such extension, shall extend and apply to every such siding, switch or branch line of railway. 43-44 V., c. 43, s. 7 § 17. 18. Any railway company, desiring, at any time, to change the location of its line of railway in any particular part, for the purpose of lessening a curve, reducing a gradient, or otherany time for wise changing such line of railway, or for any other purpose of public advantage, may make such change; and all the clauses of this section shall refer as fully to the part of such line of railway, so at any time changed or proposed to be changed, as to the original line; but no railway company shall have any right to extend its line of railway beyond the termini mentioned in the charter. 43-44 V., c. 43, s. 7 § 18. Proviso. To increase the capital stock; how and on what conditions. Entry in minutes. Shareholders 19. The original capital stock of any railway company may be increased at will to any amount; but such increase must be sanctioned by a vote, in person or by proxy, of at least twothirds in amount of all the shareholders, at a meeting expressly called by the directors for that purpose, by a notice in writing to each shareholder, served on him personally, or properly directed to him, and deposited in the post office, at least twenty days previous to such meeting, stating the time and place and object of the meeting, and the amount of increase. The proceedings of such meeting must be entered upon the minutes of the proceedings, and thereupon the capital stock may be increased to the amount mentioned by such vote. 43-44 V., c. 43, s. 7 § 19. §4.-General Meetings of Shareholders. 5133. The shareholders may assemble together at general may hold gen- meetings for purposes connected with or belonging to the undertaking, and, at any annual general meeting, may elect directors in the manner provided by the following article. eral meetings. tion of cer tain propor tion of shareholders. May be called After thirty days following the general annual meeting upon requisi- of the shareholders for the election of directors of the different companies, which is held on the day fixed by the charter of each company, it shall be the duty of the board of directors and of the secretary to call a general meeting of the shareholders, whenever required so to do, by a requisition in writing signed by one or more shareholders, holding at least one-half of the subscribed capital stock of the company, for the transaction of such business as may be set forth in the said requisition, which business shall be mentioned in the notice calling the meeting. 43-44 V., c. 43, s. 18. § 5.-President and Directors. be elected. 5134. A board of directors charged with the management Board of of the affairs of the undertaking, the number whereof shall directors to be determined in the charter, shall be chosen annually by a majority of the shareholders, voting at such election, at a general meeting, the time and place for which shall be appointed by the charter; if such election be not held on the day appointed, the directors shall cause such election to be held within as short a delay as possible after the day appointed. 4344 V., c. 43, s. 19 § 1. 2. No person shall be admitted to vote at such subsequent Who are enmeeting except those who would have been entitled to vote had titled to vote. the election been held on the day when it ought to have been held. 43-44 V., c. 43, s. 19 § 2. 3. Vacancies in the board of directors shall be filled in the Vacancies how filled. manner prescribed by the by-laws. 43-44 V., c. 43, s. 19 § 3. Who qualified 4. No person shall be a director unless he is a stockholder, to be owning stock absolutely in his own right, and qualified to vote directors. for directors at the election at which he is chosen. 43-44 V., c. 43, s. 19 § 4. 5. The method of calling general meetings, and the time Calling of and place of the first meeting of stockholders for the appoint- meetings, &c. ment of directors shall be determined and settled in the charter; nevertheless, if the number of shareholders do not exceed fifty, and if they all reside in the Dominion, such meetings, besides in the manner prescribed by the charter, may be convened by a registered letter, postage paid, and deposited in Proviso in the post office at least fifteen days before that of the meeting. certain cases. 43-44 V., c. 43, s. 19 § 5. All notices of meetings of the company shall be published Notice of weekly in the Quebec Official Gazette, which shall be conclusive meeting how published. evidence of the sufficiency of such notice. 43-44 V., c. 43, s. 20 $2. 6. The number of votes to which each shareholder shall be Votes to be in entitled on every occasion when the votes of the members are proportion to shaies. to be given, shall be in proportion to the number of shares held by him, unless otherwise provided by the charter. 43-44 V., c. 43, s. 19 § 6. 7. All shareholders, whether resident in the Province or Shareholders elsewhere, may vote by proxy, if they see fit; provided that may vote by such proxy produce, from his constituent, an appointment in writing in the words or to the effect following: proxy. FORM OF PROXY. I, the of of one of the shareholders of Form of railway company, do hereby appoint to be my proxy, and authorize him, in my absence, to vote or give my assent to any business, matter or thing relating to the said undertaking, that may be mentioned or proposed at any meeting of the shareholders of the said com proxy. Votes by proxy to be valid. Decision of majority pany, or any of them, in such manner as he, the said at In witness whereof, I have hereunto set my hand and seal, day of in the year , the 43-44 V., c. 43, s. 19 § 7. 8. The votes by proxy shall be as valid as if the principals had voted in person; and every matter or thing, proposed or considered in any public meeting of the shareholders, shall be determined by the majority of votes and proxies then present and given, and all decisions and acts of any such majority shall bind the company, and be deemed the decisions and acts of the company. 43-44 V., c. 43, s. 19 § 8. Term of office 9. The directors appointed at the last election, or those of directors. appointed in their stead, in case of vacancy, shall remain in office until the next ensuing election of directors. 43-44 V., c. 43, s. 19 § 9. Vacancies, how filled. President. 10. In case of the death, absence or resignation of any of the directors, others may be appointed in their stead by the other directors; but, if such appointment be not made, such death, absence or resignation shall not invalidate the acts of the remaining directors. 43-44 V., c. 43, s. 19 § 10. 11. The directors shall, at their first or at some other meeting after the election, elect one of their number to be the president of the company, who shall always, when present, preside Term of office. at all meetings of the directors, and shall hold his office until he ceases to be a director, or until another president has been elected in his stead; and they may, in like manner, elect a vicepresident, who shall preside in the absence of the president. 43-44 V., c. 43, s. 19 § 11. Vice-president. Quorum. Acts of majority of quorum binding. Number of votes. Directors to shareholders 12. The directors, at any meeting at which not less than the quorum determined by the charter is present, shall be competent to use and exercise all and any of the powers vested in them. 43-44 V., c. 43, s. 19 § 12. 13. The acts of a majority of a quorum of the directors, present at any meeting regularly held, shall be deemed the act of the directors. 43-44 V., c. 43, s. 19 § 13. 14. No director shall have more than one vote at any meeting, except the chairman, who shall, in case of a division of Casting vote. equal numbers, have the casting vote. 43-44 V., c. 43, s. 19 § 14. 15. The directors shall be subject to the supervision and be subject to control of the shareholders at their annual meetings, and and by-laws. to all by-laws of the company, and to the orders and directions, from time to time, made at the annual or special meetings, such orders and directions not being contrary to any express directions or provisions of this section or of the charter. 43-44 V., c. 43, s. 19 § 15. Officers of company can tors or contractors. 16. No person holding any office, place or employment in not be direc- or being concerned or interested in any contract under or with the company, shall be capable of being chosen a director, or of holding the office of director, nor shall any director of the company enter into, or be directly or indirectly, for his own use and benefit, interested in any contract with the company, not relating to the purchase of land necessary for the railway, |