of consolidation or union, connecting with the said bridge, by the same means and to the same ends as the same may be consolidated by this Act. must be 30. Such agreement shall be submitted to the shareholders of Agreement each of the said corporations at a meeting thereof, to be held sepa- confirmed by rately, for the purpose of taking the same into consideration: shareholders. notice of the time and place of such meetings and the object thereof shall be given by written or printed notices addressed to each of the persons in whose names, at the time of giving such notice, the capital stock of such corporations shall stand on the books of such corporations, and delivered to such persons respectively, or addressed to them by mail, at their last known post office address or place of residence; and also by a general notice to be published in a newspaper published in the County of Grenville, and in the Cities of Ottawa and Montreal, once a week for two successive weeks. At such meetings of shareholders, such agree- Votes. ment shall be considered, and a vote by ballot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, and the said ballots to be cast in person or by proxy; and if two thirds of the votes of all the shareholders of such corporations shall be for the adoption of such agreement, then that fact shall be certified upon each of the said duplicates by the Secretary of each of such corporations under the corporate seals thereof; and if the said agreement shall be so adopted at the respective meetings of the stockholders of each of the said corporations, one of the duplicates of the agreement so adopted and of the said certificates thereon shall be filed in the office of the Secre- When to be tary of State of Canada, and the other in the office of the Secretary filed of record of State of the State of New York; and the said agreement shall from thence be taken and deemed to be the agreement and act of consolidation and amalgamation of the Company and of such other corporation; and a copy of such agreement so filed, and of the certificates thereon, properly certified, shall be evidence of the existence of such new corporation. 31. Upon the making and perfecting of the said agreement and Effect of amalgamaact of consolidation as provided in the next preceding section, and tion. the filing of the said agreement as in the said section provided, the several corporations, parties thereto, shall be deemed and taken to be consolidated and to form one corporation by the name in the said agreement provided, with a common seal; and shall possess all the rights, powers, privileges and franchises, and be subject to all the disabilities and duties of each of such corporations so conlidated and united, except as herein provided. such effect. 32. Upon the consummation of such act of consolidation as Further aforesaid, all and singular the property, real, personal and mixed, provision as to and all rights and interest appurtenant thereto, all stock, subscriptions, and other debts due on whatever account, and other things in action belonging to such corporations, or either of them, shall be taken and deemed to be transferred to, and vested in such new corporation, 26 corporation, without further act or deed: Provided however that all Proviso: as to rights of creditors, and all liens upon the property of either of such creditors of either Company. Borrowing powers of amalgamated Company. Proviso. One vote for each share. Proxies. Quorum. Commence corporations, shall be unimpaired by such consolidation, and all debts, liabilities and duties of either of the said corporations shall thenceforth attach to the new corporation, and be enforced against it to the same extent as if the said debts, liabilities and duties had been incurred or contracted by it: and provided also that no action or proceeding, legal or equitable, by or against the said corporations so consolidated, or either of them, shall abate or be affected by such consolidation; but for all the purposes of such action or proceeding such corporation may be deemed still to exist, or the new corporation may be substituted in such action or proceeding in the place thereof. 33. The said new corporation shall have power, from time to time, to borrow such sums of money as may be necessary for constructing and completing the works hereby authorised, and for the acquiring of the necessary real estate for the site thereof, and approaches thereto, and may mortgage its corporate property and franchises to secure the payment thereof; but the principal of the mortgage debt of such corporation shall not at any time exceed the sum of three million dollars; and the power under this section may be exercised as prescribed by the seventeenth section of this Act, which said section shall apply to all sums of money to be borrowed by such new corporation, and the rank or priority of the bonds and coupons thereof. 34. At all meetings of the shareholders of the Company hereby incorporated each shareholder shall be entitled to cast one vote for each share of stock held by him, and to vote either in person or by proxy; and the Directors of the Company may also, at any meeting of the Board, vote by proxy,-such proxy to be held by another Director: Provided that no more than two proxies be held by one Director, and not less than four Directors shall be present in person at any meeting of the Board of Directors for the transaction of business. 35. The work shall be commenced within three years, and comcompletion of pleted within six years, from the coming into force of this Act. ment and the work. Conditions preliminary to to force of this Act. 36. This Act shall have no force or effect until duly certified the coming in copies of any Act passed by the Legislature of the State of New York, incorporating any company for objects similar to those contemplated by this Act, and of any Act of Congress of the United States conferring necessary powers in respect to the same, are filed in the Department of the Secretary of State of Canada; upon which the Governor in Council may, by Proclamation, order that on, from and after a day to be mentioned therein, this Act shall be of full force and effect, and this Act shall accordingly thenceforth have full force and effect. CAP, CAP. XCI. An Act to incorporate the Detroit River Railway Bridge Company. [Assented to 14th June, 1872.] WHEREAS the Cana la Southern Railway Company and the Preamble. persons hereinafter named, Directors of the said Company, have petitioned for power to build a railway bridge across the Detroit River, at some point near the town of Amherstburgh in the County of Essex and for the incorporation of a company for that purpose; 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 Detroit River bridge is hereby declared to be a work Declaratory. for the general advantage of Canada. rated. 2. Milton Courtright, of the City of Erie, in the State of Certain perPennsylvania, John F. Tracy, of the City of Chicago, State of sons incorpo Illinois: Sidney Dillon of the City of New York, William A. Thomson, of Queenston in the Province of Ontario; Oliver S. Chapman, of the City of Canton, in the State of Massachusetts; Daniel Drew, of the City of New York; William L. Scott, of the City of Erie; John Ross, of the City of New York, and Benjamin F. Ham, of the said City of New York, together with such persons and corporations as shall, under the provisions of this Act, become shareholders in the Company hereby incorporated, are hereby constituted and declared to be a body corporate and politic by the Corporate name of "The Detroit River Railway Bridge Company;" and the name and gensaid Company shall have full power and authority to purchase, acquire, take and hold such lands, lands covered with water, beaches and other property as may be necessary for the purpose of constructing the said bridge, or for the convenient using of the same, and also for the construction of such branch railway, not exceeding three miles in length, as may be necessary to approach the said bridge. eral powers. to form part of 3. "The Railway Act, 1868," is hereby incorporated with this Act, Railway Act and shall form part thereof, and be construed therewith as forming this Act. one Act. 4. The Company hereby incorporated shall have full power under this Act to construct, maintain, work and manage a railway bridge across the Detroit River for railway purposes, from some point at or near the Town of Amherstburgh in the County of Essex, towards the Island of Grosse Isle in the State of Michigan, in the United States of America. Power to con struct Bridge Power to work trains over the Bridge, and into Amherstburgh Provisional 5. The Company are hereby authorised to work trains by steam or horse power for local passengers and freight traffic between the State of Michigan and the County of Essex, over the bridge hereby authorised to be constructed, and to connect the said trains with other railways; and, by rails or otherwise, to work the said trains into the Town of Amherstburgh and within its corporate limits. 6. The persons named in the second section are constituted the Board of Provisional Directors of the said Company, and shall hold office as such until the first election of Directors under this Act; and shall have power and authority immediately after the passing of this Act, to open stock books and procure subscriptions of stock for the undertaking, giving at least four weeks previous notice by advertisement in the "Canada Gazette," of the time and place of their meeting to receive subscriptions of stock; and the Their powers, said Provisional Directors may cause surveys and plans to be made and executed, and may acquire any plans and surveys now existing; and it shall be their duty, as hereinafter provided, to call a general meeting of shareholders for the election of Directors. Subscriptions of Stock. 7. No subscription of stock in the capital of the said Company shall be legal or valid, unless ten per centum shall have been actually and bona fide paid thereon, within five days after subscription, into one or more of the chartered banks of Canada,-to be designated by the said Directors; and such ten per centum shall not be withdrawn from such bank, or otherwise applied, except for the purposes of such railway bridge, or upon the dissolution of the Company from any cause whatever; and the said Directors or a majority of them may, in their discretion, exclude any persons from subscribing, Directors may who, in their judgment, would hinder, delay or prevent the said exclude ob jectionable subscribers. Company from proceeding with and completing their undertaking under the provisions of this Act; and, if more than the whole stock shall have been subscribed, the said Provisional Directors shall allocate and apportion it amongst the subscribers as they shall deem most advantageous and conducive to the furtherance of the undertaking; and in such allocation the said Directors may, in their discretion, exclude any one or more of the said subscribers, surplus Stock. if, in their judgment, their so doing will best secure the building of the said railway bridge. And allocate All shareholders to have 8. All shareholders in the said Company, whether British equal rights. Subjects or aliens, or residents in Canada or elsewhere, shall have equal rights to hold stock in the said Company, and to vote on the same, and to be eligible to office in the said Company. Capitul. 9. The capital stock of the said Company shall be five hundred thousand dollars divided into five thousand shares of one hundred dollars each, with power to increase the same to one million of dollars. of Share. 10. So soon as two hundred thousand dollars of the said capital First meeting stock shall have been subscribed as aforesaid, and ten per cent holders. bond fide paid thereon, and deposited in one or more of the chartered banks of Canada for the purposes of the Company, the herein before mentioned Directors, or a majority of them, shall call a meeting of the shareholders of the said Company at such time and place as they may think proper, giving at least two weeks notice in the Canada and Ontario Gazettes; at which meeting the shareholders shall elect nine Directors from the shareholders possessing the qualifications hereinafter mentioned; which Directors shall hold office until the next annual meeting of the shareholders as hereinafter provided. Election of 11. The annual general meeting of the shareholders for the Annual genelection of Directors and other general purposes, shall be held at and election. eral meeting Amherstburgh or elsewhere, as may be appointed by by-law, on the first Wednesday in the month of June in each year; and two weeks previous notice thereof shall be given by publication, as provided in the last preceding section. Qualification 12. No person shall be elected a Director of the said Company of Directors. unless he shall be the holder and owner of at least forty shares in the stock of the said Company, and shall have paid up all calls made thereon. 13. No call to be made at any time upon the said capital Callson shares. stock shall exceed ten per centum on the subscribed capital; and no stockholder shall be liable for the debts or obligations of the Liability Company beyond the amount unpaid on any stock held by him. limited. Bonds. 14. It shall be lawful for the Directors of the said Company, Power to issue after the sanction of the shareholders shall have been first obtained at any special general meeting to be called from time to time for such purpose, to borrow money to an amount not exceeding six hundred thousand dollars upon the corporate bonds of the said Company, secured by a mortgage or mortgages upon all or any part of the property of the Company real and personal and then Mortgage. existing or at any time thereafter acquired, and upon all the rights, revenues and franchises of the Company; and such bonds may be for any term of years not exceeding thirty, and may bear interest at the rate of seven per centum per annum, and may be sold or disposed of by the Directors at their marketable value. become parties 15. The Company shall have power to become parties to Company may promissory notes and bills of exchange for sums not less than to Notes. one hundred dollars; and any such promissory note made or endorsed, and such bill of exchange drawn, accepted or endorsed by the President or Vice-President of the Company, and countersigned by the Secretary and Treasurer, and under the authority of a majority of a quorum of the Directors, shall be binding on the Company; and every such promissory note or bill of exchange Form. made, drawn, accepted, or endorsed, by the President or Vice-Presi dent |