Five Directors

rum for busi

ness.

Proviso as to votes.

Casting vote of Chairman.

this Act given them, with respect to the matters so specified only; and all such acts of the Proprietors, or the majority of them, at such Special Meetings assembled, such majority not having either as principals or proxies less than two hundred shares, shall be as valid to all intents and purposes as if the same were done at annual meetings: Provided always, that it shall and may be lawful for the said Directors in case of the death, absence, resignation or removal of any person elected a Director to manage the affairs of the said Company in manner aforesaid, to appoint another or others in the room or stead of those of the Directors who may die or be absent, resign, or be removed as aforesaid; any thing in this Act to the contrary notwithstanding; but if such appointment be not made, such death, absence, or resignation shall not invalidate the acts of the remaining Directors.

XXIV. And be it enacted, That at each of the said Annual Meetings of Proprietors, three of the said thirteen Directors shall retire in rotation, the order of retirement of the said first elected thirteen Directors being decided by lot, but the Directors then or at any subsequent time retiring shall be elegible for re-election: Provided always, that no such retirement shall have effect unless the Proprietors shall at such Annual Meeting proceed to fill up the vacancies thus occurring in the Direction.

XXV. And be it enacted, That the Directors shall, at their first (or at some other) Meeting after the day appointed for the Annual General Meeting in each year, elect one of their number to be President of the said Company, who shall always (when present) be the Chairman of, and preside at all Meetings of the Directors, and shall hold his office until he shall cease to be a Director, or until another president shall be elected in his stead; and the said Directors may, in like manner, elect a Vice-President, who shall act as Chairman in the absence of the President.

XXVI. And be it enacted, That any Meeting of the said Directors, at which not less to be a Quo- than five Directors shall be present, shall be a Quorum, and shall be competent to use and exercise all and any of the powers hereby vested in the said Directors: Provided always, that no one Director, though he may be a Proprietor of many shares, shall have more than one vote at any meeting of the Directors, except the President or Vice-President, when acting as Chairman, or any temporary Chairman, who, in case of the absence of the President and Vice-President, may be chosen by the Directors present, either of whom when presiding at a meeting of the Directors shall, in case of a division of equal numbers, have the casting vote, though he may have given one vote before; And provided also, that such Directors shall, from time to time, be subject to the examination and control of the said Annual and Special Meetings of the said Proprietors as aforesaid, and shall pay due obedience to all By-laws of the Company and to such orders and directions in and about the premises, as they shall from time to time receive from the said proprietors, at such annual or special meetings; such orders and directions not being contrary to any express directions or provisions in this Act contained: And provided also, that the act of any majority of a Quorum of the Directors, present at any meeting regularly held, shall be deemed the act of the Directors.

Proviso:

Directors subjected to the control of Meetings.

Proviso: Acts of a majority to be valid.

No officer or contractor

to be a Director.

XXVII. Provided always, and be it enacted, That no person holding any office, place or employment, or being concerned or interested in any contract or contracts under the said Company, shall be capable of being chosen a Director or of holding the office

of Director.

XXVIII.

ing may ap

point three Auditors to

audit all ac

counts.

Power of the

Directors to

make calls.

calls, &c.

XXVIII. And be it enacted, That every such Annual Meeting shall have power to Annual Meetappoint not exceeding three Auditors to audit all accounts of money laid out and disbursed on account of the said undertaking, by the Treasurer, Receiver or Receivers, and other Officer or Officers to be by the said Directors appointed, or by any other person or persons whatsoever, employed by, or concerned for or under them, in and about the said undertaking; and to that end, the said Auditors shall have power to adjourn themselves over from time to time, and from place to place as shall be thought convenient by them; and the said Directors chosen under the authority of this Act shall have power from time to time to make such call or calls of money from the Proprietors of the said Rail-way and other works, to defray the expense of, or to carry on the same, as they from time to time shall find wanting and necessary for these purposes; Provided however, that no call do exceed the sum of two pounds, ten shillings, current money of this Province, for every share of twenty-five pounds; And provided also, that no calls be made but at the distance of at least one calendar month from each other; And such Directors shall have full power and authority to direct and manage all and every the affairs of the said Company as well in contracting for and purchasing lands, rights, and materials for the use of the said Company, as in employing, ordering and directing the work and workmen, and in placing and removing underofficers, clerks, servants and agents, and in making all contracts and bargains touching the said undertaking, and to affix or authorize any person to affix the Common Seal of the Company to any Act, Deed, By-laws, Notice or other document whatsoever; and any such Act, Deed, By-laws, Notice or other document bearing the Common Seal of the Company and signed by the President, Vice-President, or any Director or Directors, shall be deemed the act of the Directors and of the Company, nor shall the authority of the signer of any document purporting to be so signed and sealed, to sign the same and affix the said Seal thereto, be liable to be called in question by any party except the Company: and the Directors shall have such other and further powers as, being vested in the Company by this Act, shall be conferred upon the said Directors by the By-laws of the Company.

Proviso as to amount of any And intervals between calls. other powers

of the Direc

tors.

Further powers may be

conferred.

Shareholders

calls.

Forfeiture for

not paying

calls.

XXIX. And be it enacted, That the owner or owners of one or more shares in the said undertaking shall pay his, her or their shares and proportion of the monies to be bound to pay called for as aforesaid, to such person or persons, and at such time and place as the said Directors shall from time to time appoint and direct, of which three weeks' notice at least shall be given in two newspapers as aforesaid, or in such other manner as the said Proprietors or their successors shall by any By-law direct or appoint; and in case such person or persons shall neglect to pay his, her or their rateable calls as aforesaid, for the space of two calendar months after the time appointed for the payment thereof as aforesaid, then he, she or they shall forfeit his, her or their respective share and shares in the said undertaking, and all the profit and benefit thereof; all which forfeiture shall go to the rest of the Proprietors of the said undertaking, their successors and assigns, for the benefit of the said Proprietors, in proportion to their respective interests; and Interest on in every case such calls shall be payable with interest from the time the same shall be calls. so appointed to be paid until the payment thereof.

XXX. Provided always, and be it enacted, That no advantage shall be taken of the forfeiture of any share or shares of the said undertaking, unless the same shall be declared to be forfeited at some Annual or Special Meeting of the said Company, assembled after such forfeiture shall be incurred; and every such forfeiture shall be an

Forfeiture

has to be

declared at

some General

Meeting.

Five Directors

rum for busi

ness.

Proviso as to votes.

Casting vote of Chairman.

this Act given them, with respect to the matters so specified only; and all such acts of the Proprietors, or the majority of them, at such Special Meetings assembled, such majority not having either as principals or proxies less than two hundred shares, shall be as valid to all intents and purposes as if the same were done at annual meetings: Provided always, that it shall and may be lawful for the said Directors in case of the death, absence, resignation or removal of any person elected a Director to manage the affairs of the said Company in manner aforesaid, to appoint another or others in the room or stead of those of the Directors who may die or be absent, resign, or be removed as aforesaid; any thing in this Act to the contrary notwithstanding; but if such appointment be not made, such death, absence, or resignation shall not invalidate the acts of the remaining Directors.

XXIV. And be it enacted, That at each of the said Annual Meetings of Proprietors, three of the said thirteen Directors shall retire in rotation, the order of retirement of the said first elected thirteen Directors being decided by lot, but the Directors then or at any subsequent time retiring shall be elegible for re-election: Provided always, that no such retirement shall have effect unless the Proprietors shall at such Annual Meeting proceed to fill up the vacancies thus occurring in the Direction.

XXV. And be it enacted, That the Directors shall, at their first (or at some other) Meeting after the day appointed for the Annual General Meeting in each year, elect one of their number to be President of the said Company, who shall always (when present) be the Chairman of, and preside at all Meetings of the Directors, and shall hold his office until he shall cease to be a Director, or until another president shall be elected in his stead; and the said Directors may, in like manner, elect a Vice-President, who shall act as Chairman in the absence of the President.

XXVI. And be it enacted, That any Meeting of the said Directors, at which not less to be a Quo- than five Directors shall be present, shall be a Quorum, and shall be competent to use and exercise all and any of the powers hereby vested in the said Directors: Provided always, that no one Director, though he may be a Proprietor of many shares, shall have more than one vote at any meeting of the Directors, except the President or Vice-President, when acting as Chairman, or any temporary Chairman, who, in case of the absence of the President and Vice-President, may be chosen by the Directors present, either of whom when presiding at a meeting of the Directors shall, in case of a division of equal numbers, have the casting vote, though he may have given one vote before; And provided also, that such Directors shall, from time to time, be subject to Directors sub- the examination and control of the said Annual and Special Meetings of the said Proprietors as aforesaid, and shall pay due obedience to all By-laws of the Company and to such orders and directions in and about the premises, as they shall from time to time receive from the said proprietors, at such annual or special meetings; such orders and directions not being contrary to any express directions or provisions in this Act contained: And provided also, that the act of any majority of a Quorum of the Directors, present at any meeting regularly held, shall be deemed the act of the Directors.

Proviso:

jected to the control of Meetings.

Proviso:

Acts of a

majority to be valid.

No officer or contractor

to be a Director.

XXVII. Provided always, and be it enacted, That no person holding any office, place or employment, or being concerned or interested in any contract or contracts under the said Company, shall be capable of being chosen a Director or of holding the office

of Director.

XXVIII.

audit all ac

make calls.

Proviso as to amount of any

calls, &c.

XXVIII. And be it enacted, That every such Annual Meeting shall have power to Annual Meetappoint not exceeding three Auditors to audit all accounts of money laid out and dis-point three bursed on account of the said undertaking, by the Treasurer, Receiver or Receivers, Auditors to and other Officer or Officers to be by the said Directors appointed, or by any other counts. person or persons whatsoever, employed by, or concerned for or under them, in and about the said undertaking; and to that end, the said Auditors shall have power to adjourn themselves over from time to time, and from place to place as shall be thought convenient by them; and the said Directors chosen under the authority of this Power of the Act shall have power from time to time to make such call or calls of money from Directors to the Proprietors of the said Rail-way and other works, to defray the expense of, or to carry on the same, as they from time to time shall find wanting and necessary for these purposes; Provided however, that no call do exceed the sum of two pounds, ten shillings, current money of this Province, for every share of twenty-five pounds; And provided also, that no calls be made but at the distance of at least one calendar month from each other; And such Directors shall have full power and authority to direct and manage all and every the affairs of the said Company as well in contracting for and purchasing lands, rights, and materials for the use of the said Company, as in employ- tors. ing, ordering and directing the work and workmen, and in placing and removing underofficers, clerks, servants and agents, and in making all contracts and bargains touching the said undertaking, and to affix or authorize any person to affix the Common Seal of the Company to any Act, Deed, By-laws, Notice or other document whatsoever; and any such Act, Deed, By-laws, Notice or other document bearing the Common Seal of the Company and signed by the President, Vice-President, or any Director or Directors, shall be deemed the act of the Directors and of the Company, nor shall the authority of the signer of any document purporting to be so signed and sealed, to sign the same and affix the said Seal thereto, be liable to be called in question by any party except the Company: and the Directors shall have such other and further powers as, being vested in the Company by this Act, shall be conferred upon the said Directors by the By-laws of the Company.

And intervals between calls. other powers

of the Direc

Further pow ers may be

conferred.

Shareholders

calls.

Forfeiture for

not paying

calls.

XXIX. And be it enacted, That the owner or owners of one or more shares in the said undertaking shall pay his, her or their shares and proportion of the monies to be bound to pay called for as aforesaid, to such person or persons, and at such time and place as the said Directors shall from time to time appoint and direct, of which three weeks' notice at least shall be given in two newspapers as aforesaid, or in such other manner as the said Proprietors or their successors shall by any By-law direct or appoint; and in case such person or persons shall neglect to pay his, her or their rateable calls as aforesaid, for the space of two calendar months after the time appointed for the payment thereof as aforesaid, then he, she or they shall forfeit his, her or their respective share and shares in the said undertaking, and all the profit and benefit thereof; all which forfeiture shall go to the rest of the Proprietors of the said undertaking, their successors and assigns, for the benefit of the said Proprietors, in proportion to their respective interests; and Interest on in every case such calls shall be payable with interest from the time the same shall be calls. so appointed to be paid until the payment thereof.

XXX. Provided always, and be it enacted, That no advantage shall be taken of the forfeiture of any share or shares of the said undertaking, unless the same shall be declared to be forfeited at some Annual or Special Meeting of the said Company, assembled after such forfeiture shall be incurred; and every such forfeiture shall be an

Forfeiture shares to be some General

declared at

Meeting.

Company may

remove any Director and

elect others in removal, &c.

And so of
Officers.

May make
By-laws.

Penalties under By-laws

limited.

By-laws to be in writing and published.

Certified co

pies to be evidence.

Proprietors of

Shares may

dispose of them;

And how.

notified to the Company.

indemnification to and for every Proprietor so forfeiting against all action and actions, suit or prosecutions whatsoever, to be commenced or prosecu ted for any breach of contract or other agreement between such Proprietor and the other Proprietors with regard to carrying on the said Rail-way or undertaking.

XXXI. And be it enacted, That the said Company shall always have power and authority at any General Meeting assembled as aforesaid, to remove any person or persons chosen upon such Board of Directors as aforesaid, and to elect others to be Directors in the room of those who shall die, resign or be removed, and to remove any other Officer or Officers under them, and to revoke, alter, amend or change any of the Bylaws or Orders prescribed with regard to their proceedings amongst themselves (the method of calling General Meetings, and their time and place of assembling, and manner of voting, and of appointing Directors, only, excepted,) and shall have power to make such new Rules, By-laws and Orders, for the good government of the said Company and their servants, agents and workmen, for the good and orderly making, maintaining and using the said Rail-way, and all other works connected therewith, or belonging thereto, or hereby authorized, and for the well governing of all persons whatsoever travelling upon or using the said Rail-road and other works, or transporting any goods, wares, merchandize or other commodities thereon, and by such By-laws to impose and inflict such fines or forfeitures upon the persons guilty of a breach of such By-laws or Orders, as to such General Meeting shall seem meet, not exceeding the sum of Five pounds, current money of this Province, for every offence; such fines or forfeitures to be levied and recovered by such ways and means as are hereinafter mentioned; which said By-laws and Orders, shall be put into writing under the common seal of the said Company, and shall be kept in the office of the said Company, and a printed or written copy of so much of them as may relate to or affect any party other than members or servants of the Company, shall be affixed openly in all and every of the places where Tolls are to be gathered, and in like manner as often as any change or alteration shall be made to the same; and the said By-laws and Orders so made and published as aforesaid, shall be binding upon and observed by all parties, and shall be sufficient in any Court of Law or Equity to justify all persons who shall act under the same; and any copy of the said By-laws, or any of them, certified as correct by the President or some person authorized by the Directors to give such certificate, and bearing the common seal of the Company, shall be deemed authentic, and shall be received as evidence of such By-laws in any Court without further proof.

XXXII. And be it enacted, That it shall and may be lawful to and for the several Proprietors of the said Rail-way or undertaking to sell or dispose of his, her or their share or shares therein, subject to the rules and conditions herein mentioned; and every Transfer to be purchaser shall have a duplicate of the deed of bargain and sale and conveyance made unto him or her, and one part of such deed, duly executed by seller and purchaser, shall be delivered to the said Directors or their Clerk for the time being, to be filed and kept for the use of the said Company, and an entry thereof shall be made in a book or books to be kept by the said Clerk for that purpose, for which no more than one shilling and three pence shall be paid, and the said Clerk is hereby required to make such entry accordingly; and until such duplicate of such deed shall be so delivered to the said Directors or their Clerk, and filed and entered as above directed, such purchaser or purchasers shall have no part or share of the profits of the said undertaking, nor any interest for the said share or shares, paid unto him, her or them, nor any vote as a Proprietor or Proprietors.