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Directors to

XXVIII. And be it enacted, That every such Annual Meeting shall have power to Annual Meet

ing may apappoint 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

audit all acand 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 Dir

make calls. 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 shil- Proviso as to lings, current money of this Province, for every share of twenty-five pounds; And amount of any

calls, &c. provided also, that no calls be made but at the distance of at least one calendar month And intervals from each other; And such Directors shall have full power and authority to direct and between calls. manage all and every the affairs of the said Company as well in contracting for and o 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, Further powbeing vested in the Company by this Act, shall be conferred upon the said Directors ers may be

conferred. by the By-laws of the Company.

Oth comlacus 101 any of the Direc.

owers

Shareholders

calls.

XXIX. And be it enacted, That the owner or owners of one or more shares in the s 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 Forfeiture for person or persons shall neglect to pay his, her or their rateable calls as aforesaid, for not paying

calls. 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 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.

declared at

XXX. Provided always, and be it enacted, That no advantage shall be taken of the Forfeiture

of shares to be forfeiture of any share or shares of the said undertaking, unless the same shall be de declared to be forfeited at some Annual or Special Meeting of the said Company, as- some General

Meeting. sembled after such forfeiture shall be incurred; and every such forfeiture shall be an

indemnification

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.

remov

Company may XXXI. And be it enacted, That the said Company shall always have power and authoDirector and by at any

d rity at any General Meeting assembled as aforesaid, to remove any person or persons elect others in chosen upon such Board of Directors as aforesaid, and to elect others to be Directors case of death, removal, &c. 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 By

laws or Orders prescribed with regard to their proceedings amongst themselves (the And so of

method of calling General Meetings, and their time and place of assembling, and manOfficers.

ner of voting, and of appointing Directors, only, excepted,) and shall have power to make May make such new Rules, By-laws and Orders, for the good government of the said Company By-laws.

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, Penalties uns wares, merchandize or other commodities thereon, and by such By-laws to impose and der By-laws limited.

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 By-laws to be said By-laws and Orders, shall be put into writing under the common seal of the said in writing and published. 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 Certified co copy of the said By-laws, or any of them, certified as correct by the President or some pies to be evidence.

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.

may

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Proprietors of XXXII. And be it enacted, That it shall and may be lawsul to and for the several

y Proprietors of the said Rail-way or undertaking to sell or dispose of his, her or their them;

share or shares therein, subject to the rules and conditions herein mentioned; and every And how.

purchaser shall have a duplicate of the deed of bargain and sale and conveyance made notified to the unto him or her, and one part of such deed, duly executed by seller and purchaser, Compauy.

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.

XXXIII.

XXXIII. And be it enacted, That the sale of the said shares shall be in the form fol- Form of the

transfer ap lowing, varying the names and descriptions of the contracting parties, as the case may pointed. *? require: " I, A. B., in consideration of the sum of

paid The form. “ to me by C. D., of

do hereby bargain, sell and « transfer to the said C. D.

share (or shares) “ of the Stock of the Toronto and Goderich Rail-way Company, to hold to him the 6. said C. D., his executors, administrators and assigns, subject to the same rules and “ orders, and on the same conditions that I held the same immediately before the exe« cution hereof. And I, the said C. D. do hereby agree to accept of the said “ share (or shares) subject to the same rules, orders and conditions. Witness our " hands and seals, this

day of “ in the year Provided always, that no such transfer of any share shall be valid until all calls or Proviso. instalments then due thereon shall have been paid up.

urer and

XXXIV. And be it enacted, That it shall and may be lawful to and for the said Directors may Directors, and they are hereby authorized from time to time to nominate and appoint a i Treasurer or Treasurers, and a Clerk or Clerks to the said Company, taking such Clerks, &c. security for the due execution of their respective offices as the said Directors shall think proper; and such Clerk shall in a proper book or books enter and keep a true Duty of the and perfect account of the names and places of abode of the several Proprietors of the Clerk. said Rail-way and other works, and of the several persons who shall from time to time become owners and proprietors of, or entitled to any share or shares therein, and of all the other acts, proceedings and transactions of the said Company and of the Directors for the time being, by virtue of and under the authority of this Act.

XXXV. And be it enacted, i That it shall and may be lawful to and for the said Company Company from time to time, and at all times hereafter, to ask, demand, take and may establish

la Tolls for recover, to and for their own proper use and behoof, for all goods, wares, merchandize goods, &c.,

i passing on the and commodities, of whatever description, transported upon the said Rail-way, such

Rail-way, Tolls as they, with the approbation of the Governor or person administering the with the con.

sent of the Government for the time being, may deem expedient ; which said Tolls shall be from Go time to time fixed and regulated by By-laws of the Company, or by the Directors if Council, thereunto authorized by the said By-laws, and shall be paid to such person or persons, and at such place or places near to the said Rail-way, in such manner and under such regulations as the said Company or the said Directors shall direct and appoint; and in How Tolls

in may be recase of denial or neglect of payment of any such rates or dues, or any part thereof, on c demand, to the person or persons appointed to receive the same as aforesaid, the said duly paid. Company may sue for and recover the same in any Court having competent jurisdiction, or the person or persons to whom the said rates or dues ought to be paid, may and he is, and they are hereby empowered to seize and detain such goods, wares and mer- Seizure of chandize or other commodities, for or in respect whereof such rates or dues ought to goods,

not

goods, wares, merchandize or other commodities shall be at the risk of the owner or owners thereof; and the said Company or the said Directors shall have full power, from Tolls may time to time, at any General Meeting, with the like approbation aforesaid, to lower or lowered and reduce all or any of the said Tolls, and again to raise the same, as often as it shall be

deemed

aised.

Proviso against mono. poly.

deemed necessary for the interests of the said undertaking : Provided always, that the said Tolls shall be at all times charged equally to all persons after the same rate in respect of all passengers and of all goods or carriages of the same description, and conveyed or propelled by a like carriage or engine passing over the same portion of the line of Rail-way under the same circumstances, and no reduction or advance in any such Tolls shall be made directly or indirectly in favor of or against any particular Company, person or party travelling upon or using the Rail-way, or so as collusively or unfairly to create a monopoly either in the hands of the said Company or of any other Company, person or party.

Account of

XXXVI. And in order to ascertain the amount of the clear profits of the said underannually made taking-Be it enacted, That the said Company, or the Directors of the said Company, up at certain shall and they are hereby required to cause a true, exact and particular account periods.

to be kept and annually made up and balanced on the thirty-first day of December in each year, of the money collected and received by the said Company, or by the Directors or Treasurer of the said Company, or otherwise, for the use of the said Company, by virtue of this Act, and of the charges and expenses attending the erecting, making, supporting, maintaining and carrying on their works, and of all other receipts and expenditure of the said Company or the said

Directors ; and at the General Meetings of the Proprietors of the said undertaking, to be made from be from time to time holden as aforesaid, a dividend shall be made out of the clear General Meet- profits of the said undertaking, unless such Meetings shall declare otherwise ; and such

dividend shall be at and after the rate of so much per share upon the several shares held by the proprietors, in the joint stock of the said Company, as such meeting or

meetings shall think fit to appoint or determine : Provided always, that no dividend shall be impaired.

be made whereby the capital of the said Company shall be in any degree reduced or impaired, nor shall any dividend be paid in respect of any share, after a day appointed for payment of any call for money in respect thereof, until such call shall have been paid.

Dividends to

ings.

Provisch

Fractions in distance or in weight of

ccrtained and

XXXVII. Provided always, and be it enacted, That in all cases where there shall be

a fraction in the distance which goods, wares, merchandize or other commodities or goods, how as. passengers shall be conveyed or transported on the said Rail-way, such fraction shall

, regulated.

in ascertaining the said rates, be deemed and considered as a whole mile, and that in all cases where there shall be the fraction of a ton in the weight of any such goods, wares, merchandize or other commodities, a proportion of the said rates shall be demanded and taken by the said Company of proprietors, to the number of quarters of a ton contained therein; and in all cases where there shall be a fraction of a quarter of a ton such fraction shall be deemed and considered as a whole quarter of a ton.

Directors may

XXXVIII. Provided always, and be it enacted, That it shall and may be lawful to for the carriage and for the Directors of the said Company from time to time, with the like approbation of parcels. aforesaid, to make such regulations for ascertaining and fixing the price or sum or sums

of money to be charged or taken for the carriage of any parcel not exceeding one hundred and twenty pounds weight as aforesaid, upon the said Rail-way, or any part thereof, as to them shall seem fit and reasonable; and that the said Company shall from

time to time print and stick up, or cause to be printed and stuck up in their office, and in publicly affix.

all and every of the places where the Tolls are to be collected, in some conspicuous place there, a printed board or paper ascertaining all the Tolls payable under this Act

,

Tables of
Tolls to be

ed.

and

and particularising the price or sum or sums of money to be charged or taken for the carriage of such parcels not exceeding one hundred and twenty pounds weight as aforesaid.

XXXIX. Provided always, and be it enacted, That the said Company shall at all Provision as to times when thereunto required by Her Majesty's Deputy Post Master General, the H. M's. Mail, Commander of the Forces, or any person having the superintendence or command of Troops, &c. any Police Force, carry Her Majesty's Mail, Her Majesty's Naval or Military Forces or Militia, and all artillery, ammunition, provisions or other stores for their use, and all Policemen, Constables, and others, travelling on Her Majesty's Service, on their said Rail-way, on such terms and conditions and under such regulations as the Governor or person administering the Government shall in Council appoint and declare ; Provided Proviso: The

Legislature always, that any further enactments which the Legislature of this Province may here- may mak after deem it expedient to make, with regard to the carriage of the said Mail or Her further proviMajesty's Forces and other persons and articles as aforesaid, or the rates to be paid for carrying the same, or in any way respecting the use of any Electric Telegraph, or other service to be rendered by the Company to the Government, shall not be deemed an infringement of the privileges intended to be conferred by this Act.

sion.

XL. And be it enacted, That as soon as conveniently may be after the said Rail-way to be

measured and Rail-way shall be completed, the said Company shall cause the same to be measured, miles marked. and stones or posts, with proper inscriptions on the sides thereof denoting the distance, to be erected and for ever after maintained, at the distance of every mile from each other.

XLI. And be it enacted, That the said Company shall and are hereby required and Treasurer and

Receiver and directed to take sufficient security, by one or more bond or bonds, in a sufficient penal- Collector to ty or penalties, from their Treasurer, Receiver and Collectors for the time being, of give security. the monies to be raised by virtue of this Act, for the faithful execution by such Treasurer, Receiver and Collectors of his and their office and offices respectively.

XLII. And be it enacted, That the several persons who shall subscribe to advance Company may any money for and towards making and maintaining the said Rail-way and other works

by action comconnected therewith or hereby authorized, and those who shall accept of any transfer subscribing to

pay the amount of any share or shares of the Stock of the said Company, and their several heirs, exe- of their shares. cutors, administrators and assigns, or others legally representing them, and having lawful possession or control of such share or shares, all of whom shall be deemed proprietors of such share or shares for the purposes of this Section,) shall and they are hereby required to pay the sum or sums of money by them respectively subscribed, or such parts or portions thereof as shall from time to time be called for by the said Company, under and by virtue of the powers and directions of this Act, to such person or persons, and at such times and places as shall be directed by the said Company or the said Directors in manner before mentioned; and in case any person or persons shall neglect or refuse to pay the same at the time and in the manner required for that purpose, it shall be lawful for the said Company to sue for and recover the same with interest and costs in any Court of Law having competent jurisdiction; and in any such What must be action it shall be sufficient to allege that the defendant is a proprietor of a share (or of proved in such

alleged and any number of shares, stating such number) in the stock of the said Company; that actions. certain sums of money were duly called for upon such share or shares by the said

Company,

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