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(M^Cov, iru4, ' An Act for the re-organization of the Brockville and Ottawa Kailwa^ Company, and to authorize the issue of Preferential Bonds for certain purposes. WHEREAS the Brockville and Ottawa Railway Company, bj reason of financial embarrasiments, have for a long time been unable to pay the interest upon their mortgages and bonds, and it is expedient that legislation should provide for the re-organization of the company, whereby the extension of the road may be secured, and a sacrifice of I the interests of the municipal, bond, and other creditors of the Com- I pany may be averted ; and whereas, the Counties of Lanark and Ren- frew, and certain of the bond and other creditors of the said Company have with that view prayed for certain amendments to the several Acts of Incorporation of the said Company : Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assem- bly of Canada, enacts as follows : 1. The Company may issue preferential bonds or debentures bearing seven per cent, interest, and not exceeding in amount in the whole £60,000 sterling, the proceeds of which shall be applied exclusively, first, for the completion of the said Railway from Brockville to the Ottawa River, either at Arnprior or Roddy's Bay, and secondly, for the equip- ment and stocking of the Railway generally, and for no other purposes whatever ;• and the said preferential bonds shall be called " rreferen- . tial Extension Bonds," and may be in the form given in Schedule A, to this Act appended, and the principal and interest thereof shall form the first charge on the Railway, next after ;he claims of the corporations of the United Counties of Lanark and Renfrew, of the Town of Brock- ville and of the Township of Elizabethtown, and subject to their first charge, and in preference to all other bonds, debentures, and claims whatever ; and for the purpose of the said charge, the term " Railway " shall include the lands, equipment, rolling stock, plant and materials, and all other property of the said Company, acquired or to be acquired, and the tolls and revenues thereof, over and beyond the working expenses and maintenance of the said Railway. 9. As security for the payment of the principal and interest of the said preferential extension bonds, and as evidencing the charge hereby created, the said Company is hereby authorized to execute under its corporate seal, a mortgage of the whole line of it^ Railway, finished and unfinished, and to be finished from Brockville to Pembroke, and its appurtenances, including all its lands, equipment, and rolling stock, plant and mate- rials, and all other property of the said Company, acquired or to be acquired, and the tolls and revenues thereof, over and beyond the work- ing expenses and maintenance of the said Railway ; which said mortgage may contain such provisions as may be agreed upon between the Com- pany and the parties advancing money upon such preferential bonds, • ? 88pootiDg the foreclosure of such mortgage, the possession and manage- ment of the said Railway after default by the Company m the perform- ance of their obligations thereunder, and the collection and reception of' the revenue thereof, and the distribution of such revenue among the municipalities and other mortgage creditors, according to theii: respec- igm rwkkf ftiid prioritiM ; the whole without prejudice, howeter, to &e rights fund remedies of the said municipalities under their mort- gages. And such -mortgage shall be so* executed in favor of and delivered to a trustee or trustees to be nominated by the said preferential extension bondholders, and to be therein named, and upon beine recorded in the several counties in which the said Railway is sifme, i^rft be atid rettMbin, tmtil fully satisfied, the second mortgagis' OA ill ttte prop»:rty tlkereift desoribed, ranking next after the oTaim of the said municipalities, under the mortgages given by the said Company to the said municipalities. M.- Within six oalondar months from ^e passing of this Act any bondholder or bondholders holding bonds to an amount exceeding in tb* aggregate fifty thousand pounds sterling, may subscribe for the prefci^ r^btial extension bonds >heretn mentioned to be issued, and name the trusted Qdr trustees to whom the said mortgage shall be executed ; and uponthe depositing, with a written declaration that such deposit is made under the trnathfliroby implied, with some chartered bank in this Pro- vipoe> or in Griaat Britain, or with the agent in the State of Kew T<^,of atkjy chartered bank in this Province, of a sum equal to forty thousand doilajfs, currency of Canada, in cash, or in securities at ton Iter centum discount upon their marketable value in London in Eng- and or at New York, according as the deposit may be made in Great Biifeain or in the Btato of New York, audi subscription shall entitle sun. bondholdeo' or bondholders, until the expiration of the said term of, fOE months next after the passina of this Act, to a preemptive right to:sedipr0ferentiai extension bonds. And scrip evidencing the suh- soription for the said preferential extension bonds shall be thereupon at oneeissned to suoh subscriber or subscribers, subject by the terms thereof to the payment of the amount subscribed ifor to the Companv for the tpeeiaLpuEposes aforesaid, by such instalments as shall be provided lor in meh bonds and as shall be fixed by the terms of such mortgage. And upon. payment of instalments thereon, to the extent of fort^ thou- sand dollars, said eurrisncy, the said deposit shall be returned to sueh subscriber or subscribers, for which return the order of the President of the Company shall be sufficient authority. And upon payment of suofaflubsoription, according to the termsagreed upon, the company may issne the said, preferential extension bonds in conformity with this Ael. 41. At all meetings of the said Company which shall be held i^ffcor the subscription for the said preferential extension bonds, or of a]Ay of them, and after the payment of forty thousand dollars, said currency, or the deposit of seonrity to the like amount, as> hereinbefore provided, hut not;hefore, ]^ hoMiSrs of tne scrip for the said preferential extensioB bonde, and of such bonds when paid up in full and issued, and of all other bonds of the Company issued or to be issued, under any former Acts, shall have the same right of voting thereat, either iii person or by proxy, and the same number of votes a.i would be con-' served by folding stoek qr shares in the company of equal nominal amooiit; and all rules as to the requisite proportion of the votes of shaftholders at any suefa meeting shall be interpreted as applying to ^ total xramher of votes siven thereat by proprietors of stock or j&ares and of bonds ; and for the purposes of this Aot all ste^^^^bonds ofthe Qonuxmy shall be oomputed at the r a t o of - il^Sipmnd ,foiir shillings and four pence currency to the poimd stor- ling, and the amornnt so to be ascertained shall for the said por- poMt ho talwn sifed ooandei^ m the nomimd amount of snd:^ hmA, reraaiinde vote in in the C 8ueh sba after suo always, t gr stock without t 5. It passing o plapein 1 of the bo bonds al pany ; ai and the such bon cause no more ne^ jdong th don, in ' the same 6. N( in respec least on€ pany in ' of the p€ be tends l>egistere Gompan; \tQib.^ as endorsee o|Bce shi ftereof Oindencc affect tl such boi t. t pany ot the Con Stamp \ 863." 8. T in the ai apd no i b.ondho] mi^ed principa tb^e tim be used oweyer, to heir mort- in favor y the said , and upon Railway in i inortgagiB' hiB olaim of Company B Act any )ding in th» the pre5B>- name the uted ; and Bit is made this Pro- te of Kew lal to forty ties at ton :- ■ j-i n in e in Great mil entitle ! said term ^tive right ig the subo ereupon art ms thereof n^ for the 'ovided ilMr mortgage, forty thou- ed to stteh President layment of pany may I this Ael. held tfh»r of a^y of rrency, or ridady but extension; md of all tnder auy . either in 1 be con* 1 nominal Totes of applying of stock Aot all ^ rate of ■ imd ster- laid por- 1 tl^f aipount of bonds held by any bondholder be i^^ ^fbyUf /^IW) remainder, by the amount of a enare in the Comp^y> there jfbali b^ m vote in respect of such remainder. But the rij^t a|f the; iibMriBbold«H in the Company to vote at meetings thereof shall be swspeodeclt 8^4 Huch Bbareholders shall not vote at such meetii^gs for t^o yeiurB nftl after such issue of scrip and such . paymei^it 9r deposit- , iProyi^ll always, that during such suspension, the Company .shall n^t ifHme shayii or stock below par, nor pass any resolution respeeting shares or stock, without the consent of two-thirds of the shareholders. . «l. It shall be the duty of the present DirectorSyimmed^ately-a^ftei'tM parsing of this Act, to open at their ofi^ce at Broo]cviUe, and also at tibf plapein London, in England, where the interest or pri^palmoneyiof am of the bonds of the Company is payable, registers of tK? holders of .i4l bonds already issued, or which may be hereafter issued by the , Com- pany ; and such registers shall contain the nTimbers of i the ^aid biai^dii^ and the amounts thereof, and the dates of registry, and; all ,iri^nsCoir9 ef such bonds whi^h shall hereafter be made. And tne said directors shall cause notice to be published in the " Canada Gazelto" tnd iti ,ont;Or more newspapers published in the Town of BrookyiUeji or ,<^sewWl.'V along the line of railway, and also in two newspapers published in Iil^9: don, in England, calling upon the holders of the said bonds to ^egiatev the same. 6. No vote shall at any meeting be reoeired, in pejQOii or by. progty, in respect of any bond, unless such bond shall have oec^ registered it least one month prior to such meeting, at the principal o($Qe of ihe C0<9r pany in Canada, or at the above-mentioned place in X shall hold office till Directors are elected at the next annual meeting of the Company for that purpose ; at which meeting, and at •11 subseouent meetings during the said period of two years, the share- holders shall be excluded from voting. And if such scrip be issued, the present Board of Directors shall continue in office until such new Board of Directors shall be elected, under the provisions of this Act ; and on the first Wednesday of February in every suc- ceeding year, a Board of seven Directors shall be elected, who shall hold office for one year. In case any vacancy shall occur during the year among the Directors, the continuing Directors shall nominate flome duly qualified person to fill such ^ acancy, and the person so nomi- nated shall hold office until the first Wednesday of February suc- ceeding his nomination. The qualification of a Director shall be the holding, in his own riglit or in the right of his wife, shares or bonds, or both, to the nominal amount of one hundred and twenty-five pounds. K After the said scrip for the preferential extension bonds shall have been issued, and the deposit or payment made as aforesaid, but not before, and in order to facilitate the liquidation of the Company's liabi- lities, the Company may issue to all creditors holding bona fide claims against the said Company, including all coupons in arrear at the time of the issue of the said scrip, and in exchange therefor, bonds or deben- tures of the Company, ranking equally with the ordinary bonds of the Company already issued, and together with such bonds, next after the said preferential extension bonds, to an amount equal to the claim of each creditor. Or if bonds be held by any creditor as collateral security for a debt due by the Company, then only to such further amount in addition to the bonds already so held, as will together be equal to the amount of such debt. Provided always, that no such is- sue of bonds shall be made to such creditors until at least two-thirds in value of such craditors shall have signified to the Company in writing, their willingness to accept such bonds in lieu of their claims ; and after suoh consent by such proportion of the creditors has been so signified, no judgment or other creditor of the Company for a claim now existing against the Company shall have any recourse against the Company or its assets or revenues except for such bonds. • ■ tJ 11. Until such subscription and deposit or payment have been made, or until the said six months have expired without the valid subscription and deposit or payment aforesaid, none of the said preferential exten- sion bonds shall be issued or negotiated. Provided always, that in case of the non-subscription by the said bondholders for the said preferential extension bonds, the said bonds may be subscribed for by any person or persons, to be approved of by the Directors, within one year thereafter, and scrip may be issued therefor to such subscribers, and to each of them, upon the payment to the Company of twenty per centum upon the amount subscribed for ; and thereupon all of the provisions of this Act, which are herein made dependent upon the subscription by bond- holders for the said preferential extension bonds and the deposit afore- said, shall have full force and effect ; and the subscribers for the said preferential extension bonds, the ordinary bondholders, and the credi- tors, shall thereupon have the same rights, powers, and privileges which are hereinbefore provided for in the event of the bondholders taking up the said subset iption, and making the said deposit. 19. Tl except as 18. Tl retained the 19th to Amp selected the Raih bonds are portion Company Company the mortj addition formity ■ Victoria, such .exte become d 14. S( pound, af Company to the C( any of th be appoii purpose, during w open to I officials inspectioi understai .Iff. T Company mission of the ai diture of the Pros verified within 01 16. I< alter, va now hai any of t 17. G CAPI £t,0(>0,00( The Bro n bonds is a meeting new Direc- ext annual ig, and at the share- be issued, until such ivisions of Dvery suc- who shall ur during I nominate n so nomi- puary suc- shall be or bonds, ire pounds. shall have -, but not my's liabi- fde claims he time of or deben- nds of the t afler the the claim collateral ;h further II together no such is- two-thirds mpany in !ir claims ; IS been so 3r a claim vainst the ecn made, bscription tial exten- at in case eferential 19. The Act twenty-fifth Yiotoria, chapter sixty, is hereby repealed, except as to any acts already lawfully done thereunder. 18. The sum of twenty thousand dollars, in payment of moneys retained by the Government from the said municipalities prior to the 19th day of May, 1860, shall, after the completion of the Railway to Arnprior or Roddy's Bay, according as either of these may be selected as the present terminus at the Ottawa River of the portion of the Railway, for the construction of which such preferential extension bonds are proposed to be issued, be paid to the municipalities in the pro- portion of the amounts loaned and advanced by them to the Railway Company respectively ; and the same shall be chargeable upon the said Company, and the property and effects, tolls and revenues thereof, under the mortgages made by the said Company to the said municipalities, in addition to any sum or sums since due or accrued thereunder, in con- formity with and as regulated, by the provisions of the Act twenty-third Victoria, chapter one hundred and nine : Provided always, that should such .extension of the said Railway not be constructed, the said sum shall become due and be payable on the first day of January, 1866. 14. So long as any part of the annual payment of one shilling on the pound, as fixed by law, upon the loans from the municipalities to the Company remains unpaid, the books, papers and documents belonging to the Company shall be subject to the inspection of the head official of any of the said municipalities, or such other person or persons as may be appointed under the seal of the respective municipalities for that purpose, in the fortnight next following the annual general meeting, during which two weeks the said books, papers, and documents shall be open to such inspection as aforesaid ; and it shall be the duty of the officials of the said Company to give all reasonable facilities for such inspection, and to give such information as may be necessary to a full understanding of such books, papers, and documents. .Iff. The Company shall, prior to the general annual meeting of the Company in each year, cause to be prepared and submitted, for trans- mission to the said several municipalities, a full and correct statement of the accounts of the Company, setting forth the receipts and expen- diture of the past year ; a copy of which statement, under the hand of the President or Vice-President, countersigned by the Secretary, ana verified under oath, shall be transmitted to the said municipalities within one week after the holding of such annual meeting. 16. Nothing in this Act contained shall be construed in anywise to alter, vary, or change, any claim, right, or title, which the Crown may now have or hold upon or against the said municipal corporations or any of them. 17. This Act shall «be a Public Act; jt -^ -:.*;«». - SCHEDULE __. CANADA. CAPITAL £1,000,000 Storlinf. CAPITAL £1,000,000 Sterling. The BrockvUUt and Ottawa ^— '^ — q- ^^"VMglnim f^ctoXBflflL-ELCQUlfllL^flfllLi TVans/eraole. ISSSUE LIMITSD TO £60,000 STERLING. Whereas the municinalities through which the said Railway will pass ihave loaned to the said Company certain moneys borrowed upon the credit of the Consolidated Municipal Loan Fund of tlansda, which 0»id moneys were directed to be the first charge and lien upon the said Hail- way ; and whereas, by the eighty-eighth and ninety-first sections of the eighty-third chapter of the Consolidated Statutes of Canada, intituled, '" An Act respecting the Consolidated Municipal Loan Fund," the lia- bility of the sail Municipalities in respect of the said loans has been re- duced to an annual payment of five cents in the dollar of the assessed yearly value of the assessable property of the said Municipalities. And whereas, the road, tolls and revenues of the said Company stand pledged to the said Municipalities for the payment of the said reduced annual charge in preference to all other claims : subject there- fore to the said annual charge or payment of five cents in the dollar, as aforesaid, to the Government of Canada, on behalf of and towards payment of the said Municipality lopns, and next thereafter, the lands, tolls, revenues, and all other property of the Company, acquired or to be acquired, arc under tlie provisions of thu Bailway Act, and the Act of incorporation of the said Company, and the several Acts in amend- ment thereof, pledged and mortgaged for the due payment of these debentures, limited in issue as iibove. The Brockvillo and Ottawa Railway Company hereby promise to pay to , or bearer, the sum of one hundred pounds sterling, twenty years from and after the day of , one thousand eight hundred and , and also interest thereon at the rate of seven per centum per annum, to be paid on the first days of January and July in each year, upon presen- tation and surrender of the proper coupons hereto attached, at the oflBce of , in the City of London* in England, or at the Company's oflUce in Brockville, Canada. Signed and sealed, at Brockville, the day of one thousand eight hundred and «9-6 which 0»id » said ttail- ;ion8 of the u intituled, i," the lia- las been re- he asbeased ilities. \ Company of the said bject there- e dollar, as ,nd towardn , the lands, [uired or to -nd the Act i in amend- nt uf theso mise to pay Ired pounds day of , and mum, to be pon presen- h«!d, at the England, or day of A >