By-laws for management of stock, &c.

Calls.

Interest to be charged on unpaid calls.

Amount of call may be recovered by suit.

Certain formalities not necessary in actions for calls,

Certificate of proprietorship prima facie evidence.

Penalty for refusal to pay calls.

Forfeiture of share not

of, unless declared at general meeting.

Ninthly. The Directors shall make By-laws for the management and disposition of the stock, property and business affairs of the Company, not inconsistent with the laws of this Province, and for the appointment of all officers, servants and artificers, and prescribing their respective duties.

Tenthly. The Directors may from time to time make such calls of money upon the respective Shareholders, in respect of the amount of Capital respectively subscribed or owing by them, as they shall deem necessary, provided that thirty days' notice at the least be given of each call, and that no call exceed the prescribed amount to be determined therefor in the Special Act, nor made at a less interval than two months from the previous call, or a greater amount be called in, in any one year, than the prescribed amount therefor in the Special Act, and every Shareholder shall be liable pay the amount of the call so made in respect of the shares held by him to the persons and at the times and places from time to time appointed by the Company or the Directors.

Eleventhly. If before or on the day appointed for payment, any Shareholder do not pay the amount of any call, he shall be liable to pay interest for the same, at the rate of six per centum per annum, from the day appointed for the payment thereof to the time of the actual payment.

Twelfthly. If at the time appointed for the payment of any call, any Shareholder shall fail to pay the amount of the call, he may be sued for the same, in any Court of Law or Equity having competent jurisdiction, and the same may be recovered with lawful interest from the day on which such call was payable.

Thirteenthly. In any action or suit to recover any money due upon any call, it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the Defendant is the holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arear shall amount, in respect of one call or more upon one share or more, stating the number and amount of each of such calls, whereby an action hath accrued to the said Company by virtue of the Special Act.

Fourteenthly. The Certificate of Proprietorship of any share shall be admitted in all Courts as prima facie evidence of the title of any Shareholder, his executors, administrators, successors or assigns, to the share therein specified; nevertheless, the want of such Certificate shall not prevent the holder of any share from disposing thereof.

Fifteenthly. Any persons neglecting or refusing to pay a rateable share of the calls as aforesaid, for the space of two calendar months after the time appointed for the payment thereof, shall forfeit their respective shares in the undertaking, and all the profit and benefit thereof; all which forfeitures shall go to the Company for the benefit

thereof.

Sixteenthly. Provided that no advantage shall be taken of the forfeiture, unless the to be taken advantage same shall be declared to be forfeited at a General Meeting of the Company, assembled at any time after such forfeiture shall be incurred, and every such forfeiture shall be an indemnification to and for every Shareholder so forfeiting against all actions, suits or prosecutions whatever, to be commenced or prosecuted for any breach of contract or other agreement between such Shareholder and the other Shareholders with regard to carrying on the said undertaking.

Directors may sell

forfeited shares by auction,

Certificate of Treasurer to be evidence of forfeiture.

Seventeenthly. The Directors of the said Company may sell, either by public auction or private sale, and in such manner and on such terms as to them shall seem meet, any shares so declared to be forfeited, and also any shares remaining unsubscribed for in the Capital Stock of the Company, or pledge such forfeited or unsubscribed shares for the payment of loans or advances made or to be made thereon, or of any sums of money borrowed or advanced by or to the Company.

Eighteenthly. A Certificate of the Treasurer of the Company that the forfeiture of the shares was declared, shall be sufficient evidence of the fact therein stated, and of their purchase by the purchaser; and with the receipt of the Treasurer for the price

of

of such shares, shall constitute a good title to the shares, and the Certificate shall be by the said Treasurer enregistered in the name and with the place of abode and occupation of the purchasers, and shall be entered in the Books required to be kept by the By-laws of the Company, and such purchaser shall thereupon be deemed the holder of such shares, and shall not be bound to see to the application of the purchase money, nor shall his title to such shares be affected by any irregularity in the proceedings in reference to such sale, and any Shareholder may purchase any shares so sold. Nineteenthly. Shareholders willing to advance the amount of their shares, or any part of the money due upon the respective shares beyond the sums actually called for, may pay the same, and upon the principal moneys so paid in advance, or so much thereof as from time to time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made, the Company may pay interest at the legal rate of interest for the time being, as the Shareholders paying such sum in advance and the said Company may agree upon: Provided, such interest shall not be paid out of the Capital subscribed.

Interest to be allowed to Shareholders payon their shares.

ing money in advance

Directors to cause annual accounts to be

kept,

Twentiethly. The Directors shall and they are hereby required to cause a true, exact and particular account to be kept and annually made up and balanced on the thirtyfirst day of December in each year, of the money collected and received by the Company, or by the Directors or Managers thereof, or otherwise, for the use of the Company, and of the charges and expenses attending the erecting, making, supporting, maintaining and carrying on of the undertaking, and of all other receipts and expenditures of the Company or the Directors, and at the general meetings of the Shareholders of the undertaking, to be from time to time holden as aforesaid, a dividend shall be made out of the clear 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 Shareholders in the stock of the Company, as such meeting shall think fit to appoint or determine: Provided always, that no dividend Proviso. shall be made whereby the Capital of the said Company shall be in any degree reduced or impaired, or be paid thereout, 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.

Directors may pay

Twenty-firstly. The Directors of the Company may, in their discretion, until the Rail-road shall be completed and opened to the public, pay interest at any rate not interest on sums called exceeding Six Pounds per centum per annum, on all sums called up in respect of the up in respect of shares. shares, from the respective days on which the same shall be paid, such interest to accrue and be paid at such times and places as the Directors shall appoint for that purpose: Provided always, that no interest shall accrue to the proprietors of any share upon Proviso, which any call shall be in arrear in respect of such shares or any other share to be holden by the same Shareholder during the period which such call shall remain unpaid, nor shall any interest be paid or taken from the Capital subscribed or any part thereof. Twenty-secondly. The Directors shall from time to time appoint such and so many Directors may appoint Officers as they may deem requisite, and take from them such sufficient security by one officers. or more Bond or Bonds, in a sufficient penalty or penalties or otherwise from the Manager and Officers for the time being, for the safe keeping and accounting of the moneys to be raised by virtue of this Act and the Special Act, and for the faithful execution by them of their offices respectively, as the Directors shall think proper. Twenty-thirdly. In case of the absence or illness of the President, the Vice-President shall have all the rights and powers of the President, and shall be competent to sign all Notes, Bills, Debentures, and other Instruments, and to perform all acts which by the Regulations and By-laws of the Company or by the Acts incorporating the Company are required to be signed, performed and done by the President; and the Directors may at any meeting require the Secretary to enter such absence or illness among the proceedings of such meeting, and a Certificate thereof signed by the Secretary shall be delivered to any person or persons requiring the same on payment to the Treasurer of Five Shillings, and such Certificate shall be taken and considered as prima facie

evidence

Vice-President
act in the absence of

the President,

Notices to be published in_Canada Gazette.

Shareholders may dispose of shares.

Form of sale.

Municipal Corporations may take stock.

Debentures issued by them to be binding.

evidence of such absence or illness, at and during the period in the said Certificate mentioned, in all proceedings in Courts of Justice or otherwise.

Twenty-fourthly. All notices of meetings or of calls upon the Shareholders of the Company shall be published weekly in the Canada Gazette, and the said Gazette shall, on production thereof, be conclusive evidence of the sufficiency of the said notices.

SHARES AND THEIR TRANSFER.

XVII. And be it enacted, That

Firstly. Shares in the undertaking may be, by the parties, sold and disposed of by instrument in writing, to be made in duplicate in the form following, one part of which shall be delivered to the Directors, to be filed and kept for the use of the said Company, and an entry thereof shall be made in a Book to be kept for that purpose; but no interest on the shares transferred shall be paid by the purchaser until said duplicate shall be so delivered filed and entered.

Secondly. Sales shall be in the form following, varying the names and descriptions of the contracting parties, as the case may require : "I, A B, in consideration of the sum of "hereby do sell and transfer to him "the

, paid to me by C. D, share (or shares) of the stock of to hold to him the said C. D. his Heirs, Executors, "Administrators and Assigns, subject to the same rules and orders, and on the same "conditions that I held the same immediately before the execution thereof. 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 in the year of

this

day of

Thirdly. The Stock of the Company shall be deemed personal estate, but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or the said shares shall have been declared forfeited for the non-payment of calls thereon, and no transfer of less than a whole share shall be valid.

Fourthly. If any share in the Company shall be transmitted by the death, bankruptcy or last will, donation or testament, or by the intestacy of any Shareholder, or by any lawful means other than the transfer hereinbefore mentioned, the party to whom such share shall be so transmitted, shall deposit in the office of the Company a statement in writing, signed by him, declaring the manner of such transmission, together with a duly certified copy or probate of such will, donation or testament, or sufficient extracts therefrom, and such other documents or proof as may be necessary, and without which such party shall not be entitled to receive any share of the profits of the Company, nor vote in respect of any such share as to the holder thereof.

MUNICIPALITIES.

XVIII. And be it enacted, That

Firstly. Municipal Corporations in this Province may subscribe for any number of shares in the Capital Stock of, or lend to or guarantee the payment of any sum of money borrowed by the Company from any Corporation or person, or indorse or guarantee the payment of any Debenture to be issued by the Company for the money by them borrowed, and shall have power to assess and levy from time to time upon the whole rateable property of the Municipality a sufficient sum for them to discharge the debt or engagement so contracted, and for the like purpose to issue Debentures payable at such times and for such sum respectively, not less than Five Pounds currency, and bearing or not bearing interest, as such Municipal Corporation may think meet.

Secondly. Any such Debenture issued, indorsed or guaranteed, shall be valid, and binding upon such Municipal Corporation, if signed or indorsed, and countersigned by such officer or person, and in such manner and form as shall be directed by any By-law

of

of such Corporation, and the Corporation Seal thereto shall not be necessary, nor the observance of any other form with regard to the Debentures than such as shall be directed in such By-law as aforesaid.

Thirdly. No Municipal Corporation shall subscribe for Stock or incur any debt or liability under this Act or the Special Act, unless and until a By-law to that effect shall have been duly made, and adopted with the consent first had of a majority of the qualified electors of the Municipality, to be ascertained in such manner as shall be determined by the said By-law, after public advertisement thereof containing a copy of such proposed By-law, inserted at least four times in each newspaper printed within the limits of the Municipality, or if none be printed therein, then in some one or more newspaper printed in the nearest City or Town thereto and circulated therein, and also put up in at least four of the most public places in each Municipality.

Fourthly. The Mayor, Warden or Reeve, being the Head of such Municipal Corporation, subscribing for and holding Stock in the Company, to the amount of Five Thousand Pounds, or upwards, shall be and continue to be ex officio one of the Directors of the Company, in addition to the number of Directors authorized by the Special Act, and shall have the same rights, powers and duties as any of the Directors of the Company.

SHAREHOLDERS.

XIX. And be it enacted, That

They cannot subscribe for stock unless Bypurpose.

laws are made for that

Mayor, &c., to be cz

officio a Director in

certain cases.

Firstly. Each Shareholder shall be individually liable to the creditors of the Company Shareholders indivito an amount equal to the amount unpaid on the Stock held by him, for the debts and dually liable. liabilities thereof, and until the whole amount of his Stock shall have been paid up; but shall not be liable to an action therefor before an execution against the Company shall

have been returned unsatisfied in whole or in part, and the amount due on such execution

shall be the amount recoverable with costs against such Shareholders.

Secondly. The original Capital Stock may be increased from time to time to any Stock may be increas amount, but such increase must be sanctioned by a vote in person or by proxy, of at ed. least two-thirds in amount of all the Shareholders, at a meeting of them 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 nearest to his place of residence, at least twenty days previous to such meeting, stating the time and place and object of the meeting, and the amount of increase and the proceedings; of such meeting must be entered on the Minutes of the proceedings, and thereupon, the Capital Stock may be increased to the amount sanctioned by such a vote. Thirdly. The funds of the Company shall not be employed in the purchase of any Funds of Company Stock in their own or in any other Company.

ACTIONS FOR INDEMNITY, AND FINES AND PENALTIES AND THEIR PROSECUTION.

XX. And be it enacted, That

not to be employed in
purchasing other
stock,

Firstly. All suits for indemnity for any damage or injury sustained by reason of the Limitation of assigRail-way, shall be instituted within six calendar months next after the time of such nees for damages. supposed damage sustained, or if there shall be continuation of damage, then within six calendar months next after the doing or committing such damage shall cease, and not afterwards; and the Defendants may plead the general issue and give this Act and the Special Act and the special matter in evidence at any trial to be had thereupon, and may prove that the same was done in pursuance of and by authority of this Act and the Special Act.

Secondly. All persons by any means or in any manner or way whatsoever, obstructing or interrupting the free use of the Rail-way, or the carriages, vessels, engines or other works incidental or relative thereto, or connected therewith, shall, for every such offence, be deemed guilty of a misdemeanor, and on conviction thereof, shall be punished by imprisonment in the common Gaol of the District or County where the

conviction

Penalty on persons obstructing free use of

Railway,

Penalty on persons damaging Rail-way.

Fines how recovered.

Contraventions of this Act or of Special Act, to be misdemeanors.

By-laws to be put into writing and signed by Chairman.

Proviso.

conviction shall take place, or in the Provincial Penitentiary, for a term not to exceed five years.

Thirdly. All persons wilfully and maliciously, and to the prejudice of the Rail-way, breaking, throwing down, damaging or destroying the same, or any part thereof, or any of the buildings, stations, depots, wharves, vessels, fixtures, machinery or other works or devices incidental and relative thereto, or connected therewith, or doing any other wilful hurt or mischief, or wilfully or maliciously obstructing or interrupting the free use of the Rail-way, vessels or works, or obstructing, hindering or preventing the carrying on, completing, supporting and maintaining the Rail-way, vessels or works, shall be adjudged guilty of a misdemeanor, unless the offence committed shall, under some other Act or Law, amount to a felony, in which case such person shall be adjudged guilty of a felony, and the Court by and before whom the person shall be tried and convicted, shall have power and authority to cause such person to be punished in like manner as persons guilty of misdemeanor or felony (as the case may be) are directed to be punished by the laws in force in this Province.

Fourthly. All fines and forfeitures imposed by this Act or the Special Act, or which shall be lawfully imposed by any By-law, the levying and recovering of which are not particularly herein directed, shall, upon proof of the offence before any one or more Justice or Justices of the Peace for the District, County or place where the act occurred, either by the confession of the parties, or by the oath or affirmation of any one credible witness, which oath or affirmation such Justice or Justices is or are hereby empowered and required to administer without fee or reward, be levied by distress and sale of the offender's goods and chattels, by Warrant under the hand and seal or hands and seals of such Justice or Justices; and all fines, forfeitures and penalties, the application whereof is not hereinbefore particularly directed, shall be paid into the hands of the Treasurer of the Company, to be applied to the use thereof, and the overplus of the money so raised, and after deducting the penalty and the expenses of the levying and recovering thereof, shall be returned to the owner of the goods so distrained and sold; and for want of sufficient goods and chattels whereof to levy the said penalty and expense, the offender shall be sent to the common Gaol for the County or District in which he shall have been convicted, there to remain without bail or mainprize, for such term, not exceeding one month, as the Justice or Justices shall shall think proper, unless the penalty or forfeiture, and all expenses attending the same, shall be sooner paid and satisfied; but every such person or persons may, within four calendar months after the conviction, appeal against the same to the Court of General Quarter Sessions, to be holden in and for the County or District.

Fifthly. All contraventions of this Act or of the Special Act, by the Company or by any other party, for which no punishment or penalty is herein provided, shall be a misdemeanor, and shall be punishable accordingly; but such punishment shall not exempt the Company, if they be the offending party, from the forfeiture by this Act and the Special Act, of the privileges conferred on them by the said Acts, if by the provisions thereof or by law, the same be forfeited by such contravention.

Sixthly. All By-laws, Rules and Orders regularly made, shall be put into writing and signed by the Chairman or person presiding at the meeting at which they were adopted, and shall be kept in the office of the Company; and a printed copy of so much of them as may relate to or affect any party other than the members or servants of the Company, shall be affixed openly in all and every passenger car, and in all and every of the places where tolls are to be gathered, and in like manner so often as any change or alteration shall be made to the same; and any copy of the same, or of any of them, certified as correct by the President or Secretary, shall be deemed authentic, and shall be received as evidence thereof in any Court, without further proof: Provided nevertheless, that all such By-laws, Rules and Orders shall be submitted from time to time to the Governor General, or person administering the Government of this Province, for approval.

Seventhly.