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■^ 
 
 CHARTER FOR THE CONSTRUCTION 
 
 
 "^^s*W!K!fi*FIf»fcyfcj^ 
 
 OF THE 
 
 9t 
 
 
 PACIFIC 
 
 WITH PAPERS AND CORRESPONDENCE. 
 
 PRINTED BY ORDER OF PARLIAMENT. 
 
 % 
 
 \ 
 
 $ 
 
 lWA' 
 
 BY LB. TAnoB. 29. 3 1 AKP J3, amiiiAtr street. . 
 
 smsm - - - ' 
 
CHARTER FOR THE CONSTRUCTION 
 
 OF THE 
 
 PACIFIC RAILWAY. 
 
 WITH PAPERS AND CORRESPONDENCE. 
 
 PRINTED BY ORDER OF PARLIAMENT. 
 
 u 
 
 OTTAWA: 
 
 PRINTED BY I. B. TAYI.OR, 29, SI AND 33, RIDEAU STREET. 
 
 1873. 
 
^msam 
 
 
RETURN. 
 
 1 
 
 DUFFERIN. ' 
 
 The Governor General communicates to The House 0*' Commons Copy of a 
 Chai'ter granted by him to a body of Canadian cai)italist.s, for the construction 
 of the Pacific Railway, together with the papers and correspondence relating 
 to that subject. 
 
 Government House, 
 
 Ottawa, 13th Maich, 1873. ^ 
 
 1 
 
 McNTRKAL, June 2l8t, 1872. 
 
 Sib -I have tlie honor to inform you that the Provisional Directors of the Canadian 
 Pacific Company, held a meeting, after due notice, on Wednesday, the 19bh of June, 
 instant, at which Sir Hugh Allan was appointed President, Mr. Donald Molnnes, Vice- 
 President, and myself Secretary of tlie Provisional Boaid. 
 
 I have also the honor to state, Ijy direction of the Board, that the Canada Pacific 
 Railway Company is desirous of entering into an agreement with the Government under 
 the statute respecting the Canadian Pacific Railway Company recently passed, and will 
 feel honored by any comnmnication from the Government on the subject. 
 
 I have, tkc, 
 (Signed,) E. Lef. De Bellefeuille, 
 
 Secretary. 
 The Honorable J. C. Aikins, 
 
 Secretary of State, (fee, (fee, <fec., , 
 
 Ottawa. '" 
 
 Canada Pacific Railway Co., 
 MoNTRHAL, 3rd July, 1872. 
 
 Sir, — I am directed by the President andPi-ovisioiial Directors of the'Canada Pacific 
 Railway Company, to inform you that at a meeting of the Provisional Board held yester- 
 day, the second instant, in Montreal, under tlie Presidency of Sir Hugh Allan, I was in- 
 structed to write to the GoAernment of the Joniinion of C.vnada, to inform them that the 
 Canada Pacific Railway Company is disposetl and ready to undertake the building of the 
 Canadian Pacific Railway, on the terms and conditions contained in the act respecting the 
 Canadian Pacific Railway passed at the last session of the Parliament of Canada. 
 
 1 have, (kc, 
 
 E. Lef. De Bellefeuille, 
 
 Secretary. 
 The'Honorable J. C. Aikins, 
 
 Secrertii-y of State, &.C., &c., Ottawa. 
 13—1 
 
Depaktmknt ok Skckktauy 01- Statk, 
 Ottawa, -ith July, 1872. 
 
 SiH. — Ilis Excel lonoy tho (Jovcruor (Jt'iioral in Council Ims had uiuler conHidomtion 
 yoiu- letter of the 21st ulto., reporting the Provi.sional organization of "Tho Canada Pacific 
 Kailw.\y (Jonipany," and expressing the desire of tiu? Board of the Company to be inform- 
 ed when the Government will be prepared to negotiate with the Company in respect to 
 the construction of the Canada Pacific liailway, and I am directed to inform yon that it 
 is the w'sh (jf the Government of Canada tliat your Company and "Tho Interoceanic Rail- 
 way Compaiiy"^shouId unite and form one Coni^iany, in accordance with tlic tenth section 
 of tho Act lespecting tho Canadian Pacilic liailway. 
 
 A I iniilar comnumication has been made to tho President of the lattei" Company, the 
 llonble. D. L. Maci>heison, Toronto. 
 
 I have, »S:c., 
 
 E. Tahent, 
 
 u. s. s. 
 
 E. JjKF. DE BeLLKFKUILLK, EsQ., 
 
 Secretary, Canada Pacific IJailway Co., 
 jNIontreal. 
 
 Department oi' Secretaky ok State, 
 Ottawa, 5th July, 1872. 
 
 ,SiR, — i am directed to acknowledge the receipt of your letter of the 3rd instant, stat- 
 ing that the Canada Paciiic llailway (Jompany is disjmsed and ready to undertake tlie 
 building of tho Canadian Pacilic Railwa}', on tho terms and conditions contained in the Act 
 res[)ecting the Canadian Paciiic liailway passed at the last session of the Parliament of 
 Canada. 
 
 I have, «fec., 
 
 E. Lef. dk Bem.efeuillk, 
 
 Secretary, Canada Paciiic lliiiiway Co., 
 Montreal. 
 
 E. 
 
 Parent, 
 U. S 
 
 s. 
 
 , Office of the Canada Pacific Railroad, 
 
 Montreal, 9th July, 1872. 
 
 ■* ' . . ■ . . 
 
 Sfii, — With reference to tho last communication addressed to you by the Secretary of 
 this Cuir.j)any, advising that tho Company was now prei)arod to acce])t of the contract for 
 building the Paciiic Railroad on tho terms and comlitions authorized in the Act of Par- 
 liament, I have now the honor to state, that if the building of the Pa.,ilic Raih-oad is given 
 to this (!om]>any, it will agree, with such assistance as may be obtained fi-om tho Oovcrii- 
 meiits of Ottawa and Quebec, or such other assistance as may be given us, to build a branch 
 Railroad from some point on the main-line of the Pacific Railroad, near and North of 
 Lake Nipissing, to Hull opposite Ottawa, there to connect with the Northern Colonization 
 Itailroad. This route will cross the Ottawa at Deep River or some other point as far up 
 on the North Shoi-e of the Ottawa, in tho Province of Quebec, as the nature of the ooun- 
 ,try will admit. 
 
 This company will also agree, with such assistance as wo may obtain from the Govern- 
 
mont of Ontario, or otlior asHistaiico that may lio '/ivvn to >i.s, to liiiild another branch rail- 
 road from the Nipissinj; torminns of tho P.icirtc Railway to such a jioint in tho Provinect 
 of Ontario as will connect tho PnciticRrili'oad with tho Railway systeni loading to Toronto 
 and other parts of Ontario. ^ 
 
 I hav(>. A'c, 
 
 Ht7(ni Ai,i,AV, 
 President, Canada Pacilic Raihoad. 
 Honble. J. C. Aikfns, 
 
 J Secretary of State, Ottawa. 
 
 Dei'atitmk.vt ok Si:<'iu:taiiy ok St.vtii:, 
 
 Ottawa, 17rli .Tnly, 1872. 
 
 Sir, — T am directed to acknowledge the receipt of yonr letter of tlio 9th instant, 
 r.'fcrrint,' to the (^ommnnioation of the Secretary of the Canada Pariilc Uailway Company 
 of the 3nl ssamo month, advisini; that the Company was th(!n pri!{)aroil to accept the 
 Contract for buildino; the Pacilic Riiilway, and enterinsj into farther (letails on tho tjrms 
 and contlitions on which the Comj)any was ready to take the contract for tho construction 
 of the said railway. 
 
 , I have, etc., 
 
 E. Pauext, U. S. S. 
 Sir Huoii Allan, 
 
 President, (^anada Pacific Railway, 
 ... Montreal. 
 
 Ottawa, 2nd October, 1872. 
 
 StR, — I have the hosor to state, in answer to your letter, suj.;i,'osting that the Canada 
 Pacific Railway (Jompany and the Interoceanic Uailway Company shor.hl amalga nate, 
 tliat tho fonner (Company is willinj; to m;i.ke such an amalgamation ; and that T cnm- 
 iininicate such willingness to the Interoceanic Ivailway Company through its rrovisional 
 President, the Hon. Air. McPiierson, shortly after recoiviug your last letter. I liave 
 fiirtlierto state, that I hav(> not bo 'u infonnt!,! of siny action by th> lnt"ro3e;inic Com- 
 ])any on th(» sul)ject, having only received an acknowledgment of tlie reception of my 
 letter. I have, itc, 
 
 . , _ (Signed,) Iluau Allax, President, 
 
 Provisional, Board Canada Pacific R. R. 
 The Hon. the Secretary of State, »fec., &c., &c. 
 
 ... Ottawa. 
 
 ' ' ' r •' Department ok Six-retary of State, - 
 
 ' ' * Ottawa, 3rd October, 1872. 
 
 Sir, — T am directed to acknowledge the receipt of your letter of the 2nd inst., in 
 answer to mine of the 4th July last, suggesting that the Cana- a Pacific Railway Company 
 and the Interoceanic Railway Company sifbuld amalgamate. 
 
 T have, (kc, 
 
 E. Parent, U. S. S. 
 
 Sir HrciH Allan, 
 
 Montreal. 
 
^^m^f^mw 
 
 MoNTKKAL, Uth October, 1872. 
 
 Sir, — I liave tlie honor to trnifiinit yon a memoranduiu from the Executivo Com" 
 mitteeoftho Oauada Pacific Jliilway Ouiui)any in rtijdy to thu statoraeut Hubiuittoil to 
 the Oovoriuiiont by the Iiifcrocnanic Kaihvay (Jnnipany, ami 1 beg tho favor of your 
 laying tlio siinio before the Council. 
 
 I Iiavo, (fee, 
 
 Iluciir Allan, 
 I'rcsidpnt, Provisional Directors. 
 Hon. J. C. AiKiNS, 
 
 Secretary of State, Ottawa. 
 
 Memioraiulnm of thi Canada Ptn'ijic. Jidilwrii/ Cooiptini/ iipo7i iJn' Statement submitted by 
 the hileroceunic Jia'divdy Com/xm// to thf (lOimnnent o/Cancnld : 
 
 The undersii;no(l, tlio Executive Coniuiitteo of the C!:inadn Pncillf Railway Company, 
 have to ex[)ross their oljligations to the Honoraldo the Privy Council for the courtesy of 
 a coinnmuication of the otatenient of the Interoceanio Railway Company, purporting to 
 Nctfu'th the reasons which have induced tho latter Company to decline the proposal of 
 amalgamation mailo by the Cifada Pacific Company. And they avail themselves of the 
 ooportunity thus afforded thorn, to make some r(;maiks ivjton the contents of that 
 statement, though ihey do not feel that any good result would be attained by answer.ng 
 it fully and in dtitail. 
 
 They regard with regret the decision of the Interoceanio Company, but as they conceive 
 that it has been brought about chiefly by errors upon matters of fact, they are not without 
 hope that it may be reconsidered. 
 
 In making the j)roposal of amalgamation, the Canada Company felt that so vast an 
 entertu'ise rcfpiiniu all the strength that could be enlisted in it. They believtid that the 
 CrOvornuuMit aid with all the advantages which the (iovernuiDut are empowered to grant 
 would not be in excess of tlie recpiirements of the undertaking, aiul that there was no room 
 for atteinpting to diminish such aid or advantages by comjietition. They considered that 
 the Government had adopted a wise policy in endeavoring to create by consolidation the 
 strongest company possible, rather than to attempt to effect .some insignificant saving 
 by placing the two companies in competition with e.ach other ; and they felt that the 
 only public-spirited and patriotic course was to meet the desire of the Government fiankly; 
 and to c msent to amalgamation v/ithout undue solicitude as to the terms of it. They 
 believ(.'d that the gentlemen who represented the Interoceanic Company would be prej)are(l, 
 as they themselves were, to lay aside any feeling of rivalry that may have existed, and to 
 act vigorously in concert with thein for the benefit of the undertidcing. But at the same 
 time tlioy wer.;, and are, fully ju-epared to undertake and carry out the enterprise alone ; as 
 they 1 've already ascertained, by negotiation with English capitalists, that the jdans they 
 have lied for the requisite financial arrangements can in all probal)ility be carried out. 
 
 ^v I ;,li respect to the propositions which the Int<H-oceanic Com]iany .seek to establish by 
 the first portion of their statement, namely, that the organization should be pre-eminently 
 national in its character ; and that its m.'ans must be drawn first from Canadian and se- 
 cond and chiefly from British sources ; the undersigned have simply to say that any argu- 
 ment for the purpose of sustaining such projjositiou was quite superfluous although possibly 
 Europian capital may roqn ire to lie sought for, outside of Great Britain — no one v,'i\l 
 disiuitothe advantages of committing the constriction and running of the Pacific Railroad to 
 a Company of Canndian origin andcorapo.sed of British subjects ; nor the disastrous results 
 that might be expected from placing the enterprise under the control of the American 
 Northern Pacific Railway Company. The Canada Company have always entertained the 
 opinions enunciated in their statement on this subject : and as proof of tliat fact it will 
 
i1 
 
■ 
 
 appear, on reference to the draft charter submitted by that company to tlie House of 
 Commons, that they propo.sod to make their Board of Directors exclnsively British: while 
 on the other hand, the Interoceanic Compiuiy prorosed by their draft charter to create a 
 Board which of necessity needed only to be British as to the majority of it. And it was 
 only in consequence of tlie desire of the Government and Parliament that t'le two charters 
 should be identical, and of the objection of the Interoceanic Company to m ke their 
 Board of necessity exclusively British, that the Canada Com] )auy took fi-om the Inter- 
 oceanic Company's chai-ter the clause requiring only a majority to be British instead of 
 the whole. And, moreover, the Canada Company have been actively engaged since their 
 incorporation in negotiations wilh British capitalists, exclusively tending to the acquisition 
 of means for the construction of the railway with every prospect of favorable n^sult, 
 should they be authorized to undertake it. 
 
 In the face of these fiicts it woidd seem that the somewhat elaborate argument of the 
 Interoceiinic Company, to ])rove tlie expediency of making the Company entii(dy Canadian 
 and British was iiot only unnecessary and inapplicable ; but possibly might be said to be 
 out of place as coming from that Cfonqiary. 
 
 The Interoceanic Company having however sul)mitted various arguments in suppoi-t 
 of these jn'opositions, proceed to apply tliem to the disadvantage of the Canada Comi>any. 
 
 They assert that it is a maf^er of notoriety that one of the leading members of tlie 
 Canada Company and its provisional President, bus l)een engaged in negotiation witli 
 gentlemen connected with the Nortiiern Pacific Railway, for the organisation of a Com- 
 pany for the construction of the road; and they say t the imprassion still exists every- 
 where, that his original scheme is unchanged, and th ^lis company as they tei'ms the Ca- 
 nada Company, is intended to co-operate Avith })artle3 in the United States interested in 
 the Northei-n Pacific Railway. And they declare that the Interoceanic Company share 
 this belief. 
 
 That, in reality, is the chief ground stated by the i nteroceanio Company for declining 
 amalgamation ; and as it is-easy to shew that this ground is entirely imsupported l»y facts, 
 the Canada Company hope. tJiat this erroncDus impression being removed, the course of 
 tho Interoceanic Company may be materially changed. 
 
 With regard to the assertion that a belief " exists everywhere" that tlie Canadian 
 Com])any still intend to carry out tho design of con)bination with American capitalists, it 
 is only necessary to say that the gentlemen who say s'l, no doubt speak truly as to some 
 limited circle with which they are in immediate comnuuiication. But tlie Canada Com- 
 pany emphatically deny that beyond such a limited circle any such belief or even any 
 idea of such a state of things is entertained. 
 
 The Canada Company are aware that a negotiation was commenced duiing the sum- 
 mer of eighteen hundred and seventy -one, between Sir Hugh Allan and certain x\merican 
 capitalists for the formation of a Coaipauy to construct and run tho Canada Pacific Rail- 
 way ; but they are informed by Sir Hugh Allan, and have satisfied tliemselves by a full 
 enquiry into the circumstances and details of that negotiation, that it was not initiated 
 by Sir Hugh, and that it was commenced and supported by influential persons in Canada, 
 as being the only combination tliat offered itself at that time for the construction and 
 I'unning of the road ; but they are satisfied that that negotiation never possessed the charac- 
 ter attributed to it by the Interocsanic C!onip:iny, and tliey know tiiat Sir Hugh Allan 
 would never have consented to embark with foreign ca))italists in a Ca'iadian enterprise 
 in which he takes so great an interest without the most perfect securities and guarantees 
 for its control and conduct in the interest of Canada. But tho discussion of tho negoti- 
 ation is entirely foreign to the proposition now being considered. That negotiation ter- 
 mina'ied when Sir Hugh Allan, engaged witii others in the formation of the Canada 
 Company and it ha" never been renewed. 
 
 The Canada Cc npany never jiarticipated in that negotiation, and never considered 
 or entertained any ])roposition, suggestion or intention of askir.g aid from Ameiican capi- 
 talists, or of combining with them tor the prosecution of tlie Railway, or for any other 
 purpose. The only negotiations they have cn.i-ie 1 on are those already alluded to with 
 
in 
 
 Britisli capitalists, and thuy liavo never even communicated on the subject of the Rail- 
 way, with any one ontside of Canada oi* Great Britain. 
 
 The Canada Compiiny would furtlier )-einavk on this branch of the subject, that they 
 are un\villin<; to attempt to gath;^>v from the terns of the statement of the Interoceanic 
 Company any meaning whioii does not plainly appear upon its face. But they cannot omit 
 noticing that the weiglit of tliis objection vests upon the suggestion, rather implied than 
 expressed, that the Canada Company is pi'epared to lend itself to the obstruction of the 
 Canada Pacific Railway, by placing the control of it in the hands of cajiitalists interested 
 in a rival road. Unless t!ie objection is taken as having this bearing, it would have no 
 weight, and the Canada Company are thorefon! forced to make a single remark upon this 
 view of it. They desire expressly to state that their Comi)any is composed of gen.-emen 
 as fully alive to the interests of Ciuiada, iind as deeply interested in its welfare, as the 
 members of the Interoceanic Com[>any, or any one else can be. And they protest formally 
 and energetically against any imputation, whether expressed or implied, contemi)lating 
 the possibility of their tiiking th(^ course which they cannot but interpret as being imputed 
 to them by the .statement, of the Interoceanic Com*i)any. Althougli probably the Inte.'- 
 oceanic Company will accept the positive and unqualified disclaimer which the Canada 
 Company now ])lace of recoid, it uiny not be amiss to remark upon the impossibility ^^t 
 any such course being taken as that which is implied in the Interoceanic Company s 
 objection. 
 
 It will be observed that the aid in money and lands is only to be granted by the 
 government as the woi-k actually progresses. It is also necessary that the jjcriods for the 
 completion of the various sections of the road should be fixed by the agreement with the 
 Company entrusted with the enterprise. It is also necessary that the government should 
 fix a period within which the work should he commenced and proceeded with. And it is 
 reasonably to be su])posed that there would be a provision in any agreement made with 
 the government that upon failure in any of these conditions the Company should forfeit 
 its rights to the govbrnmcnt iud. Again, in the i)roi)osition of amalgamation wiiich the 
 Canada Comi).iny made to the [nteroceanic Company it was suggested, that the former 
 Comjxuiy should name a small proportion of the provisional Directiors ; the Interoceanic 
 Com])any nanung a similar number ; the intention being that the remainder of the Board, 
 constituting a majority of it, should be agreed upon between the two companies and the 
 government. 
 
 Under these circumstances the undersigned would observe, that the carrying out of 
 any such plan as that implied by or imputed to the Canada Comi)any is sim[)ly im])ossible. 
 Supposing for argument's sake, that they entertained the intention of placing the control 
 of the enteri)rise in the hands of the Northern Pacific Railway Compiiny, the persons 
 named by them on the board would constitvite but a small miuoiity of it. And without 
 thecoucurrcnce of tlie Interoceauic Company's nominees and those ap[)roved of by the 
 Government, it would be utterly impossible not only to alienate the aid given by the 
 Goveruiiient, but even to obstruct in any material degree, the o[)eratio!is of the majority 
 of the Board. An-! if, Avhich is imi>ossible, tlic small minority could control the majority 
 so far as either to pur])ort to alienate the aid or obstruct tjie work, the remedy would 
 be in the hands of the Cuveniment, as no ])ortion of the proposed assistance could 
 actually be alienated from the ])in-poses for which it was intended, and the attempt would 
 only result in tlie foifeiture of the agreement. 
 
 With regard to the assertion of the Interoceanic Comi)any, that they " very generally 
 and equally" repieseut all the Provinces of the Dominion, and the compariswn of impor- 
 tance they draw between the Interoceivnic Company's organization and that of the Canada 
 CJompanv, the undersigned would prefer not to (liscuss it at any length. At the same 
 time, in justice to themselves they woidd remark, that they have not a word to say against 
 the res[)ectability of the three gentlemen from the Provi\ice of Quebec, whose names 
 appear upon t'lo minute of tlie meeting of the twent\ sixth day of September; but 
 tJiey would askju what sense or from wl-at point of view can these three gentlemen be 
 »aid to jopresent that great and flourishing Province i And as to the other gentlemen 
 
 frJ 
 
 bil 
 
 ti( 
 
 iiJ 
 
 h(| 
 
 I 
 
from the Province of Qiiebec,whose names apjieavin the Bill of the Interoc(?anio Company, 
 but wlio did not take part in that meeting ; tlie well known circumstaucos of their recep- 
 tion into that Company prevent the expectation that they will exercise any influence 
 in its favor. A lisc of the jirovisional directors of the C'anada Company is submitted 
 herewith to the Government, and the Company cliallenge a comparison oftliem with the 
 provisional directors of the Interoceanic Company. And they do not hesitate to as.-ert 
 that tlie public of (,'anada will feel at least as much confidence in the Board constituted 
 of those gentlemen as in the Board of the Interoceanic Conipany. They regret the 
 necessity for saying even so much as this on t!ie subject, ;\,h they earnestly deprecate any 
 approach to recrimination or anything that could by any possibility arouse any feeling on 
 the part of the mend)er of the Interoceanic Company ; for it is their desire in answering 
 their statement, rather to endeavour to remove any wrong impression which that Company 
 may have entertained than to enter into controversy with them, and they have studiously 
 avoided remarking upon many matters contained in the statement of the Interoceanic Com 
 pany though they have been in many instances strongly tempted to do so in order that by 
 avoiding all i-ecrimination and controversal cojument uitoii the line of argument contained 
 in the statement they might manifest their earnest desire to carry out tlio wish of the 
 Government for amalgamation ; not only because such is the desire of the Government, 
 but also because they feel that it is in the interest of the enterprise that all possible 
 strength should be concentrated upon it. 
 
 The undersigned are desirous of making one remark more as to the observations of 
 the Interoceanic Company's statement with regard to politics. The Canada Company 
 have not in any manner or way interfered in politics, and they are at a loss to know to 
 what circumstances the Interoceanic Company can refer in their remark on this subject. 
 
 The Canada Comjjany is composed of persons liolding different views in political mat- 
 tei^s, and those pei'sons have acted in accordance with those views when called u|)on iu 
 any way to act politically since they joined the Company as they did before, and a* they 
 probably will continue to do ; and the Canada Company have not in any way resorted to 
 sectional or any other i)ressure to induce the Government to negotiate with them for 
 the construction of the Railway. On this point also it will be perceived that the Canada 
 Comi)any confined themselves to vindicating tlieir own position, without assailing or at- 
 tempting to assail the posi'iou or acts of the Interoceanic Company. 
 
 In conclusion, the undersigned respectfully state, that the members of tho Canada 
 Company claim for themselves in every respect a strong sentiment of patj-iotism and as 
 much public spirit as any of their fellow subjects, and they consider that their names and 
 antecedents are a sulKcent guarantee that their claim is well foinided. They are sensible 
 of the disadvantages of any obstruction to the gigantic undertaking in whijh the Govern- 
 ment of Canada is about to embark, as any other person or Company can be. They believe 
 themselves to be as competent as the Interoceanic Company or any other Comi«iny or 
 Ijody of men to carry out the undertaking, and they are pre[iared to assume the responsi- 
 bility with a comi)lete recognition of the weight of that responsil)ility, but with assured 
 conviction that they are justified in assuming it. They desire an amalgamation with 
 the Interoceanic Conipany. They are willing to make it upon terms that may be agi-ecd 
 upon as lieiug perfectly j ust to both Companies, and satisfactory to the people of Canada. 
 And in the event of such amalgamation they are jjrepared to act cordially) with the gen- 
 tlemen who may be associated in the Jjoard of Direction with such members of the 
 Canada Company as may be chosen to form pai-t of it ; l)ut if tho Interoceanic Company 
 areinot prepared to meet them in a similar s[)irit, they respectfully ask that their propo- 
 sition to undertake tho building and running of the Canada Pacific Railway may meet 
 with the favourable consideration o^ Government. The whole respectfully submitted. 
 
 ^r_ J f , ■ *^ 
 
 ki.-7 
 
 T ■» 
 
 (Signed,) 
 
 M 
 it 
 
 HUGH ALLAN. 
 J. J. C. ABBOTT. 
 LOUIS BEAUBIEN. 
 
 Montreal, 12th October, 1872. /, 
 
Department of the Secretary of State, 
 
 Ottawa, 5th October, 1872. 
 ^\n, — T am directod to enclose to you a co])y of a communication received from the 
 Piesidont of the Interoceauic liailway Company of Canada on the subject of the amalga- 
 ma!;ion of that Company with the Canada Tacific Railway Company, which had been sug- 
 gested by tlie Canadian Government. 
 
 I hav« the honor to I e, Sir, 
 
 Your obedient servant, 
 
 E. PARENT, 
 Under Secretary. 
 Sir Hugh Allan, Montreal. 
 
 Montreal, 15th October, 1872, 
 SiK, — I have the honor to en«lose a list of the Provisional Directors of the Canada 
 Pivcihc Railway Company referred to in my letter of yesterday's date. 
 
 I have the honor to be. Sir, 
 
 Your obedient Servant, 
 
 HUGH ALLAN. , 
 The Honorable the Secretary of State, 
 Ottawa. 
 
 Department of Secretary of State, 
 ^ Ottawa, IGth October, 1872. 
 
 Sij.^ I am directed to inform you that the list of Provisional Directors of the 
 
 Canada Pacilic Railway Company, referred to in your letter of the 15tli instant, as being 
 therein enclosed, was not enclosed. 
 
 I have the honor to be, Sir, 
 
 Your obedient Servant, 
 
 E. PARENT, 
 
 Under Secretary- 
 Sir Hugh Allan, «kc., &c., 
 
 Montj'eal. 
 
 Canada Pacific Railway Company. 
 Provisional Board of Directors, Montreal 15th October 1872. 
 
 Sir Hugh Allan, Montreal. 
 
 Hon. J. J. C. Abbott, M. P., Mon- 
 treal, 
 
 Hon. A. B. Foster, Senator, Water- 
 loo. 
 
 Hon. John Hamilton, Senator, 
 Hawkesbury Mills, Ontario. 
 
 Hbu. Ch. J. Coursol, Montreal. 
 • Hon. Jean Ii. Beaudry, Leg. Coun- 
 cillor, Montreal. 
 
 Hon. Gideon Ouimet, Att. General, 
 Q,, Monti-eal. 
 
 Hon. David Christie, Senator, 
 Paris, Ontario. 
 
 Hon. liouis Archambault, M. P. <k 
 
 Minister of Agriculture, Q. 
 
 LAssomption. 
 Andrew Allan, Esq., Montreal. 
 Louis Beaubien, Esq., M.P., Hoche- 
 
 laga. 
 Victor Hudon, Esq., Montreal. 
 Charles S. Rodier, j r. ,Esq. , Montreal. 
 Donald Mclnnes, Esq., Hamilton, 
 
 Ontario. 
 Charles F. Gildei'sleeve, Esq., 
 
 Kingston. 
 William Kerstemau, Esq., Toronto. 
 William J. Currier, Esq.jM.P., Ottawa. 
 
 
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Hon. James Skead, Senator, Ottawa. 
 Hon. John J. Koss, M. T. &. Log. 
 
 Councillor, Q., Ste Anne de la 
 
 Perade. 
 Hon. Donald A. Smith, M.P., Foit 
 
 Garry, Manitoba. 
 Hon. Thomas McGrccvy, M. P., 
 
 Legislative Councillor, Quebec. 
 Sir Edward Kenny, Halifax, N. fcj. 
 
 Jean Bte. Renaud, Esq., Quebec. 
 
 Eugene Chinic, Esq., Quebec. 
 
 Hon. Uilla Flint, Senator, Belle- 
 ville, Ontario. 
 
 William M'Dougall, Esq., M. P., 
 Three Kivers, Q. 
 
 Henry Nathan, Escj., 3L P., 
 Victoria, B. C. 
 
 E. Pv. Burpee, Esq. St Johns, N. B. 
 
 Copy of a Pieport of a Committee of the Honorable the Privy Council, approved by 
 His Excellency the Governor General in Council on the KJth October, 1872. 
 
 ' ""' The Committee of tho Privy CoinicH have had under their consideration a letter ad- 
 dressed to the Secretary of State l)y the Honorable D. L. ]\ra(",)lierKon, enclosing copy of a 
 report from theExecutive Committee of tlie Provisional Directors of the contemplated In- 
 teroceanic Railway Company, which has lieen unanimously ndoptod by the Directors. 
 The Committee of tlie Privy Council have learned with i*egret that tin; suggestion of the 
 Government, that there shoidd be an amalgamation between the two '.lompanies, which ob- 
 tained during the last session of Parliament Acts of incorporation for the construction of 
 a railroad between ii terminus on the Pacific Ocean and one in the vicinity of Lake Nipis- 
 sing with which all the Canadian Railroads could connect in equal terms, has not been 
 acted on by the contemplated Interoceanic Company for rea»onf; which are given ir tho 
 report of their Executive Committee. The Committee of the Privy Council a'Jmit the 
 importance of securing as much unanimity as possible among the Canadian capitalists 
 who are disposed to assume the resfionsiuility of constructing the great work which by the 
 terms of the union of British Columbia with the Dominion became the duty of Parliament 
 to undertake. 
 
 In the opinion of the Connnittee of the Privy Council tliere is no ground for rivalry 
 between the Province of Oatario and Quebec, especially as the eastern terminus has been 
 fixed by Parliament at a point convenient for both Provinces. 
 
 Tlie Committee of the Privy Council has not failed to give their attentive considera- 
 tion to the reasons adduced by the Committee of the Interoceanic Company for opposing 
 the aiialgamation with the Pacific Company in deference to the wishes of the Government, 
 has ecpiessed its readiness to agree to. 
 
 Tho Committee of the Privy Council concur in the opinion expressed in the report, 
 that the success of the Pacific railway project most mainly depends upon its complete 
 identification with the public sentiment of the country, and tliat Che lands ajipropiiated for 
 the construction of the work should bo so dealt with as to enlist the whole energies of the 
 country in their early settlement, .and they therefore admit that the organization should 
 be essentially and pre-eminently national in its character, and that success in the British 
 money market is more likely to be attained if the Canadian people themselves become in- 
 terested in the undertaking. 
 
 It is unnecessary for the Committee of the Privy Council to discuss the question raised 
 in the report as to the inexpediency of looking to aiil from the L^nited States for the con- 
 struction of the Pacific Railway, as they do no'^ contemplate seeking such aid, but on the 
 contrary most earnestly ''>sire to accom};liah ' ery object recommended in the report 
 under their consideration, viz : the united acti . of the Canadian people in the Work. It 
 is assumed in the report that the Canadian Pacific Comjmny would be under the control 
 of citizens of the United States connected with tha Northern Pacific Company. It is said 
 to be a matter of public notoriety that the original proposal of Sir Hugh Allan, relative to 
 the Canada Pacific Railway, was made in association with tlie American gentlemen most 
 prominently connected with the Northern Pacific Railway." 
 
 13—2 . 
 
 J 
 
10 
 
 
 Tho forefuiiig statement istlic avo\vc:l s^round of the rfjfuaal of the Inteiv>?eflaic Com- 
 pany to amalg.'mato with the Canafla Pacific Company. The Committee of tho Privy 
 Conn. ni avail thomselx'es of this opportunity to place; on record all that i.s come to their 
 knowledge' riigardlny the negotiations on Jie subject of tho Pacitic Jlailway ; when it bc- 
 camo known that the Canailian Govei-n'>ient was abont to invito the consideration of Par- 
 liiuaent to the subject of the admission of British Columbia into the Dominion on c<jn- 
 ditions, one of which was that Canada ■\\ouUl undertake to jtrocurc the construction of a 
 Pacific liailway, an enterprising gentleman, an inhabitant of British Columbia, the late 
 yir Alfred Waddington, who had alrfjady made extensive surveys at his own expense, pe- 
 titioned Parliament for achaiLer to construct that line, intending, it is believed, to obtain 
 aid in England and United States. 
 
 Mr Waddington had a bill introduced and printed, btit did not proceed with it dur- 
 ing the Session of 1871 ; after the close ot the Session, Mr Waddington, in conjunction 
 widi one or more gentlemen ki Toi-onto, visited the United States, having, as he always 
 stated, failing in securing any co-operation in Canada, with tho view of interesting foreign 
 capitalists in tlie inidertaking. He took witii hi«n his own printed bill, and the i-esolntions 
 which had been adoptetl by Parliament for the admission of British Columbia into the 
 Dominion, on condition that the Pacific liailway should be constructed, and he succeeded 
 in interesting in his j)roject a number of influential capitalists, some connected with the 
 isorthern Pacific Railway, others entirely imconnected with it. 
 
 On his return to Canada, Jlr. Waddington employed a respectable legal firm in 
 Toronto, as solicitors to the j)romoters of the railway, and visited Ottawa, armed with 
 a document, signed by a number of gentlemen of known wealth, in which they 
 stated the terms on which they would undertake to construct the railway. The dejtutation 
 had interviews with some members of the government, who received them courteously, 
 and listened to their proposals, but informed them that the government was not then in .a 
 position to enter into negotiations. ^Meantime, tho members of tlio government, aware 
 of the necessity tliat existed of |)roj»osing a definite, scheme during the next session of 
 Parliament, availed themselves of eveiy o[iportmiity of endeavoiiring to ascertain the 
 torn\s on which (Janadian capitalists would bo willing to undertake thi; M-(n"k. 
 
 The scheme, however, was, so far as they could lea.rn, coldly received, and for 
 several months no projtosition was received by the government for tho construction of the 
 road, except that already referred to, which was obtiiined through i\Ir. Waddington and 
 some friends of his in Toronto. At this stage, a member of tho government, during a 
 casual visit to Montreal, to meet Sir Hugh Allan, when he informed him of the proi)o- 
 .sition which had. been made, and mentioned to hinx the names of the Amoricins who had 
 made the proposition to tho government. He expressed to Sir Hugh Allan his regret 
 that such a work should bo allowed to fall into th(.; hands of foi'eigners, owing to the 
 apathy ot Canadian capitalists. It was .after, and in consecjuence of this conversation, 
 that Sir Hugh Allan put himself in communication with the American gentlemen 
 already referred to, and it is not a liiLle remarkable that the suggestion made to Sir 
 Hugh Allan, arose from a desire to carry out the object which the Committee of the 
 Interoceanic Company appear to have in view. That object was to secure the construction 
 of the work \inder Canadian management, no doubt being entertained that there would 
 bo no difficulty in finding safeguards .against the dangers anticipated by tho Interoceanic 
 Company ; such were the circumstances under which Sir Hugh Allan's connection with 
 the American capitalists took place. Sir Hugh Allan was the first Canadian capitalist 
 who made a proposition for the construction of the line, and to him the government is 
 indebted for tho information which enabled them to decide with confidence as to the 
 scheme to be submitted to Parliament. The Committee of the Privy Council think it 
 unadvisablo to enter into any discussion of the respective merits or influence of the rival 
 Companies, especially because they remain of opinion that it would be highly unexpedient 
 to select either company to the exclusion of the other. 
 
 Should they fail in obtaining the concurrence of both companie.s to their proposition 
 for an amalgamation on just and equitable principles, they will be compelled from a 
 

 11 
 
 ieii<to of duty to adopt other means to si-j-ii.* tlifh- n'»ject, wlik-li is a ooivlial co-opHratioi.i 
 ot i^.e Canadian paople of all classas, ami fiMin all s>rtions of tliu Damiiiion, in thw 
 construction of tho Pi'cillc Rall.oad. 
 
 Tho Coinmitte J of tho Privy Council have, in ojuchisiou, to .state that they have received 
 the most positive assurance.! that it is no!; cunbam[)lated by thi praraotors of tho Canadian 
 Pacific Company to assaciato thamsolvi,'.? with foroigncn, and also that tlio cnupany is 
 prepared to a'jcoph any propo3itio:i m i.lo by tha gov>u'niiij;it for tho p,irpj?i3 of pi'ovonting 
 the enterprise falling into tha hand? of an alien proprietary. Tiioy cat, not, nador the 
 circumstances, reconimcmd that the inlividuti'. who was tho tir.=5t C.madiaP. capitalist who 
 entered into negotiation with tho gavorninout for tho conitrujtion of tho Pacilic R lilroad 
 should, with all his associate.!, be excluded from the mana'^oment of a work which, an is 
 admitted in the report under consideration, rcujuire.s, in order do ensure success, the cordial 
 co-operation of tlie Canadian people. The <.'uiiiniittee ol tho Privy Council are not 
 without hope that on a reconsideration of the subject, tho Intoroeeanic Company may 
 come to the conclusion that the course which would b- most lor tho ail vantage of the 
 covntry, that they .should f>«llow, would b(> to ivt on i\w suggestion of tlie government, 
 an to consent to an amalgamation with the Pacilic Company, and thoy therefore recom- 
 mend that a copy of this minute bo SMit to both com;ianii»,s, and that thoy be urged to 
 niako an early and earns\st attempt to reconcile their difri'ronc?.s, and to form an unlte^l 
 company for tho construvri on of the Pacific Railroad. 
 
 Certified. 
 (Signed,) W. H. HIMSV.'ORTH, 
 
 ,. ' Clerk, Privy Council. 
 
 I i^rARTMKNT OF THE SkcRETAIIV OP StATK, 
 
 Ottawa, October 22nd, 1S72. 
 ?<l«,. — I am directed to forward you the enclosed Copy of an Order in Council on the 
 Bubject of the corix-spoudem-e })et\veen the Government of Canada and tho Executive 
 Committee of the Provisional Directors of IIk* <;ontemi>lated Interoceanie Railway Com 
 pany, relative to the Canadian Pacific Railroad. 
 
 ,; I have the honor to be, Sir, 
 
 Your obedient servant, 
 
 E. PARENT, 
 , • > Undersecretary. ^ 
 
 Hon. D. L. Macphkhson, 
 
 President, Intex-oceanic Railway Co., Toronto. 
 Sir Hugh Allan, 
 
 President, Canadian Pacific Railroad Co., Montreal. 
 
 ''I 
 
 Montreal, October 25th, 1872. 
 
 Sib,— I have tlie honor, on behalf of tho Canada Pacific Railway Company, to 
 acknowledge receipt of a Copy of a Report of tho Committee of the Honoialde tho 
 Executive Council, approved by His Excellency on the 1 Gth instant, and I here request 
 that you will be good enough to lay before the Houoralde tho I'rivy Council tho following 
 remarks upon that minute ; — 
 
 In deference to the desire of the Government which they consider is in accordance 
 with the best policy under the circumstances, tho Canada Pacific Company are prepared 
 to amalgamate with the Interoceanie Company upon reasonable terms to bo approved by 
 the Government. 
 
 With regard to the statement in the minute that there would be no difficulty in 
 finding safeguards against tho danger anticipated by tho Interoceanie, I would furtlier 
 say that the Cnuqdn Company is prepared to consent to any safeguard that can be devised 
 against the puijaibility of the money or land subsidy being diverted from its purpose, 
 
12 
 
 I would flesiro fiiither respectfully to remark that tlio Camvtlii Company is prepared 
 to make such addition to its iiiembora from t\w I'roviiico of Ontario as may bo consklorcd 
 necessary to coiisLitutt! a cum|>lott) n-prcsentatior. of tliat Proviiioo iu Uit! proprietary and 
 on the Board of tlio Company. And, iu the oveiit of tho lutiiroceanie Company docliianf,' 
 to accodo to tho su;^i;estiou of the Goverumoiit, that tho Cauaila Company will bo pre- 
 l)arod to submit additional names from Ontario, in ordta* that that Proviuoo may bo 
 represented in tho Company to tho satisfaction of the Covoriuueut. 
 
 J have tho honor to be, Sir, 
 
 Your obedient servant, 
 
 HUGH ALLAN, « 
 
 President, Provisional Hoard, Ca" Pac. B.R. ^ 
 The Hon. J. C. Aikiss, 
 
 Seci'etary ot State, Ottawa. 
 
 DKrAnTMt:xT or thk Secretauv of Srvxr:. 
 
 Ottawa, Dec.'ml)fr 4tli, IHT'l 
 Sin, — I am dircjeted to transmit to you, for the information of tlie Canada Pacific 
 "Railroad Comi)any, the enclosed momoranrlum of the Executive ( 'ouncil of tho Ii\ter- 
 oceanic Railway Compauv of Canada, upon tin* nn'morandiun s'.ibmitted to the Govern- 
 ment by the Executive Committee of the (.'anada Pacific I'ailwav Comiianv. 
 
 I hav(< the honor to be, Sir, 
 
 Your obedient servant, 
 
 E. PARENT, 
 
 L^ndei" Secretary. 
 E. L. Be BELLnFEtTII.LK, Esq., 
 
 Secretary, Canada Pacific Railway Co., Montreal. 
 
 I V. 
 
 ill (': 
 
 I I 
 
 ■\ 
 
 CANADIAN PACIFIC RAILWAY. 
 
 COPY of a Report of a Committee of th« Honorable the Privy (/ouncil, approved by 
 His Excellency the Governor-General in Council on the ."1st, January, 1873. 
 
 The Committee of tlie Privy Council have had under consideration, the ccirespondenco 
 and repoi'ts of Committees of the Provisionnl Directors of tho Canada Tnteroceanic 
 Railway Company, and of the Canada Pacific liailway Com[)any, and whilst much 
 regretting that these Com[)anies have not been willing to unite and form one Company 
 or the purpose of constructing the Paciiic Railway, the Committee of the Privy Council 
 fare unable to advise Your Excellency to iigree witli either of the said Companies 
 separately, for the construction and working of the whole line of railway described in the 
 Canadian Pacific Railway Act of last Session, 35 Vic, Caj). 71, and they are of opinion, 
 and submit it to Your Excellency, that it will be more advantageous for the Dominion, 
 and will better insure the attainment of the purposes of the Act above referred to, that 
 a Company should be incorporated under the powers conferred by the Fifteenth Section 
 of the said Act, by Charter for that i)uri)ose. 
 
 And, whereas, Sir Hugh Allan, of the City of Montreal, Knight ; the Honorablo 
 Adams George Ai'chibald, of the City of Halifax, C. M. 0., a Member of the Cjueen'a 
 Privy Council for Canada ; the Honorable Josef)h Octavo lieaubien, of ]\Iontmagny, 
 Commissioner of Crown Lands in the Province of Quebec ; Jean Baptiste Baandry, of 
 tho City of Montreal, Esq. ; Egerton Ryerson Burpee, of the ('ity of St. John, Esq. ; 
 Frederic William Cumberland, of the CUty of Toronto, i*]Kq. ; Sandford Fl(>nung. of tho 
 City of Ottawa, Esq.; Robert N(!\vfcon Hall, of tlie Town of Shorbrooke, Esq.; the 
 Honorable John Sebastian Helmcken, of the City of Vi(?toriri ; Andrew IMcDermot, of the 
 Town of Winnipeg, Esq. ; Donald Mclnnes, of the City of Hamilton, Esq. ; Walter 
 Shanly, at present of the Town of North Adams, in tho United States of America, Esq. ; 
 
13 
 
 nndJohn Walker, oftho City of London, in tlio Provinco of Ontiuio, Esq., hnvo Htiif.eil 
 their ability and willinjjncHH to form suih (Joinpany, and that t!ioy Jiavit a Kiil)Scriltod 
 ca|>ital of Tun Million Dollars, and that thoy are ready to enter into nn agiveuient for the 
 construction and ■working; of tlio said line of railway; the Comniittto nconimend that 
 negotiations be entered into with the said persons for the jmrposo of settling the terms of 
 an agreement under the Act, between tho Government and such porHona, and that tho 
 MiniHter of JuHtice be instructed to conduct the same. 
 
 Cei-tilied. 
 
 W. A. HIMSWORTH, 
 ••' •' ■' I ' Clerk, Privy Council. 
 
 ' . ■ 't ■• 1m, . . li'.J .'I ■ .- • , 
 
 ^' .. Dr.PARTMENT OV Jl'STIf'K. 
 
 Ottawa, 31st January, 1873. 
 The und(!rsigne<l to whom was intrusted the condiict of the negotiations with Sir 
 Hugh Allan and his associates for the eonstruotion of the Canadian Pacific flaihvay, by 
 the Order in Council of this date, begs leave to report ; 
 
 That he has settled nn Agreement, and a draft Charter luidcr stieli agreement, with 
 Sir Hugh Allan and his associates which he begs leave to submit for the consideration ol 
 Your Excellency in Council. 
 
 JOHN A. MACDONAi.l). 
 
 COPY of a Report of a Committee of tho Honondde the Privy Council, approved by 
 His Excellency the Oovei'nor General in Council on the 31st .January, 1873. 
 
 The Committee of the Privy Council liaAe had under consideration the re])ort of tho 
 Hon. the Minister of Justice, and the accompanying draft agreonient ))repared jjursuant 
 to the Order in Council of this date, and they recommend that the said Draft be accepted, 
 and an agreement according to its terms be entered into with Sir Hugh Allan ; tho 
 Honorable Adams George Archibald ; the Honorable .Joseph Octave Beaiibien ; Jea'; 
 Baptiste Beandry, Esq. ; Egerton Kyerson Bmpee, Escj. ; Frederic William Cumberland, 
 Esq. ; Sanford Fleming, Esq. ; Robert Newton Hall, Esq. ; the Honorable John 
 Sebastian Helmcken ; Andrew McDermot, Esq. ; Doni\ld ^Iclnnes, Escp ; Walttn- 
 Slianly, Esq. ; and .Tohn Walker, Esq. ; for the construction and working of the whole 
 line of the Canadian Pacific Railway, under the Statute 35 Victoria, Cap. 71. 
 
 The Committee have also had before them a Stock List, showing that the said persona 
 have a subscribed Capital of Ten Million Dollars, and they ai'e of opinion, that under and 
 by the terms of the said agreement, such capital is satisfactorily secured. 
 
 They therefore advise that on the execution of such .igreement by the .said j)avties, a 
 Charter may properly be granted to them under the Great Seal, pursuant to the 15th 
 clause of tho said Act. 
 
 Cortilied. 
 
 W. A. HIMSWORTH, 
 
 Clerk, Pi-ivy Co\mcil. 
 
 Department op Justice. 
 
 Ottawa, 31st January, 1873. 
 Tho undersigned has the honor to report, that the agreement between tht 
 Government and Sir Hugh Allan and his associates for the construction of the Canadian 
 Pacific Railway, which was accepted by the Order in Council of this day's date, has bet-n 
 duly executed by them. He therefore recommends th.at a charter under the great seal be 
 granted to such i)erson.s, pursuant to the 15th clause of the statute 35 Victoria, cap. 71. 
 
 JOHN A. MACDONALD, 
 
i 
 
 u 
 
 OOPV of .1 U«itort of H Committpo of tlio Uonornble the Privy CoiinMl. <litt'<l .Tl^t 
 Jaiumry, 1873, and iipprcv.Ml liv HU Excolleiicy tho Govornor (Jeimml in Coiinoll 
 on tho 5th Fobnmiy, following. 
 
 Tbo Comniittoo of tho Privy Council havo had hofoio thorn tho Report of tho 
 Honomhlo Minihter of Justice of this dat«\ stating that tho agmmiont mon^i^nod in tho 
 Order in Council of this day'n date, foi' tho construction of tho Canadian Pacific Railway, 
 by Sir Hugh -Vllati ; the Ilonorablo A<hni«i Ooorgo Archibald ; tho llonorablo Jom'ph 
 Octave R('aul)it!n ; Jean Baptiato Roaudry, E-quiro ; Egorton Ryorson Burpoe, Esquiro ; 
 Frodoric William Cumberland, Esquins f^mford Fleming, Eiquiro; Robort Nowton 
 Hall, Esquire; tho Honorable John Sebastian Holmcken, Andrew McDormot, Esc ' . , 
 Donald iMcIinies, Esquire ; Walter Shanly, Esquire ; and John Walker, Esquin 
 been duly executed l)y them. Tlio Committee therefore recommend that Your Excellency 
 do order that a Charter be granted to such persons, imder the (Jreat Seal of the Domitiion, 
 pufHunnt to the l.lth dausfi of the Act 35 Vic. Cap 71. 
 
 Certified. 
 
 W. A. HIMSWORTH, 
 
 Clerk, Privy Council. 
 
 ;ii 
 
 « 
 
 I, : 
 
 
 I • i ; 
 
CANADA. 
 
 VICTORIA, liy the Ornco cf Oiul, of tlio Uiiito,! Kingdom of Great Britain and Ireland, 
 QfEEN, Dofondor of the Faith, Jcc, ic, Ac. 
 
 To nil to whom these presents shull come, — Guektinq. 
 
 WJIEUEAS, hy an Act of tlio riuliument of Cjinadu, pa-ssod in the thirty-fifth 
 year of Our Keigu, intittded, "An 'Act respect^ig the Canadian Trtcific Ilailwav,' 
 it is piovided, ui)on the consideration.s therein declared, that a Railway, to bo calloil 
 "The Canadian Pacific Railway." shoidd he made, in conformity with tho agreement 
 referred to in tho preamlde to the said Act, and should extend from some point on or near 
 Lake Nipissing, and on tho south kIio'-o thereof, to some point on tlio shore of tho 
 Pacific Ocean ; both the said points to ! t determined by tho Glovernor in Council, and the 
 course and line of tho said railway b<)tweeu tho said points to be stilyoct tu tho approval of 
 tho Governor in Council. 
 
 AND, WHEREAS, it is by tho said Act further provided, Tliat tho Government of 
 Canada might further agree with the Company with whom thcyshall hnvf agreeil for tho con- 
 struction and working of the .saidrnilway, for the construction and working of a branch lino 
 of railway, from some point on the railway first thereinbefore mentioned, to some point 
 on Lake Haptulor in British Territory, and for the construction and working of another 
 branch line 'f railway from some point on tho railwuy t]i"st nu^i tioned, in tho Province 
 of Manitolja, to some point on the line between that Province and the United States of 
 America, the said points to be determined by the Governor in Council ; and that such 
 branch lines of railway should, when so agreed for, be hi'l to fin-m ))art of tho railway 
 first thereinbefore mentioned, and [turtions of 37<« Canadian Pacific liaihoaij. 
 
 AND, WHEREAS, amongst other things, it is by the said Act in eflect provided, 
 that if there should be no company cither incoritorated originally for the ctmstruction 
 of the whole line of railway, or formed out of two or more companies for that purpose, or 
 if tho Government could not agree, or did not deem it advisjible to agree, with any such com- 
 pany for the construction and working of the whole line of railway under the said Act, or if 
 tlio Government should be of opinion that it would bo more advantageous for the Dominion, 
 and would better ensure the attainment of the jmrposes of the said Act, that a 
 Comi)anyHhouldbeiiicorpo'-*^f!dbyCharter as therein provided,thenifthereshould be persons 
 able and wil'ing to form such Company, .and having a .subscribed capital of at least ten 
 inillivn dollars, secured to the satisfaction of the Governor in Council, and ready to 
 entfU" into such agreement with the Government for the construction and running of tho 
 said railway, tho Governor should have pow^a-, upon the conditions in tho said Act men- 
 tioned, to grant to such jjorsons, and those who should bo associated with them in tho 
 undertaking, a Charter embodying the agreement made with such per.sons which should bo 
 binding on the Company and so much of the said Act, and of the Railway Act (as such 
 Railway Act was modified by any Act of the now last Session, with reference to 
 any Railway to be constructed under such Act on any of the lines or between any of the 
 poir ts mentioned in the said xVct now in recital) as should be agreed upon between the 
 Gov»irnment and such Company : and that such Charter being published in the Canaiki, 
 Gazelle, with any order or ordei-s in Council relating to it, should in so far as it is not incon- 
 sistent with the said recited Act, have force and eficct as if it were an Act of the Parliament 
 of Canada. 
 
 AND, WHEREAS, the Government has failed to induce the two Companies incorpor- 
 ated by Parliament during its last Session for the purpose of constructing the rail- 
 way, to form on« Company, and does not deem it advisable to agrea with either of the said 
 
 t,, 
 
1ft 
 
 two Com))anies for the construction of the Railway, and is of opinion that it will be 
 more advantageous for the Poiiiinion, and will better ensure the attainment of the 
 purposes of the Act first above mentioned, thatn company shall bo incorporated by charter 
 as in such Act jirovidi'd. 
 
 T 
 
 i 
 
 I , 
 
 AXD, WHEREAS, Sir Hugh Allan, of the city of Montreal, Knight ; The 
 Honorable Adams George Ai-chibald, of the city of Halifax, C. M. G., a Member 
 of the Queen's Privy Council for Canada ; The Honorable Joseph Octave Beau- 
 bien, of Montmagny, C!ommissioner of Crown Lands in the Pro^ ince of Queljec ; 
 Jean Rajjtiste Beaudry, of the City of Montreal, Esquire ; Egerton Ryerson Burpee, of 
 the City of Saint John, Esquire; Frederic William Cumberland, cf the City of Toronto, 
 Esquire ; Sandford Fleming, of flie City of Ottawa, Esquire ; Robert Newton Hall, of 
 the Town of Sherbrooke, Esquire ; The Honorable John Sebastian Helmck«n, of the City 
 of Victoria; Andrew McDermot, of the Town of Winnipeg, Esquire ; Uonald Mclnnes, 
 of the City of Hiimilton, Esquire ; Walter Shanly, at ])resent of the Town of Noit)- 
 Adams, in the United States of America, Esquire j and John Walker, of the 
 C'ity of London, in the Province of Ontario, Ejquirt , have shewn themselves to 
 be able and willing to form such Company for the construction and work- 
 ing of the railwi'A- and branches ; atui have subxcribed a capital uum of ten 
 million dollars, secui-ed to the satisfaction of the Governor in Council, and 
 have so subscribed the same in the proportions following, that is to say : 83,846,000, or 
 utsarly live-thirteenths, in the Province of Ontario ; $o,07C,800, or nearly foui'-thirteenths, 
 in the Province of Quebec, and 6769,300, or upwards of one-thirteenth, in each of the 
 Provinces of Nova Scotia, Now Brunswick, Manitoba and British Columbia respectively; 
 and are ready to enter into an iigreement with the Government for the construc- 
 tion and working of the lailway and branches ; and the Government has agreed 
 with tlie said persons for the construction and working of the railway and branches. 
 
 AND, WHEREAS, tlie agreement so made a^id entered into between the said 
 persons and the Government, is embodied in this Our Royal Charter. 
 
 NOW THEREFORE KNOW YE, that WE, of our especial gi-ace, certain know- 
 ledge and mere motion, and in pui-suance of the power vested in us by the Act herein- 
 before in part recited, DO ORDAIN, GRANT AND DECLARE that the said Sir 
 Hugh Allan ; Honorable Adams George Archibald ; Honorable Joseph Octave Beaubien ; 
 Jean Baptiste Beatidry, Esquire ; Egerton Ryerson Burpee, Esipuie ; Frederic William 
 Cumberland, Esquire; Sandford Fleming, Esquire; Robert Newton Hall, Esquire; 
 Honorable J ohn Sebastian Holmcken ; Andrew McDermot, Esquire ; Donald Mclnnes, 
 Esquire ; Walter Shanly, Esquire ; iuid, John Walker, Esquire ; together with all 
 such persons as shall become associated with them in the imdertaking, for the 
 purposes herein mentioned, shall be and ai'e hereby constituted a body corporate 
 and politic by the name, style and title of " The Canadian Pacific Railway Company," 
 and by that name, they and their successors shall and may have continued succession ; 
 and be capable of contracting and being contracted with, of suing and being sued, pleading 
 and being impleaded, answering and being answered unto in all courts and places what- 
 soever, in all manner of actions, suits, complaints, n)atter3 and causes whatsoever. 
 And that they and their successors may and shall have a common seal, and may change 
 and alter the same at their will and pleasure ; and also that they and their successor, 
 by the name of " The Canadian Pacific Railway Conq)any," shall be in law capable of 
 taking, purchasing, and holding to them and their successors, any estate, real, j-eraonal, 
 or mixed, to and for the use of the Coiupany, and of selling, convoying, leasing or 
 otherwise departing therewith, for the benefit and on the accoimt of the Company, 
 from time to time, as tliey shall dtem expedient or necessary, subject to the provisions, 
 restrictions and limitations hereinafter contained. 
 
T 
 
 IT 
 
 STOCK. 
 
 2. AND WE DO FURTHER ORDAIN and DECLARE, that the Capital 
 Stock of the Company shall be Ten Million Dollai-s, which shall not be increased but 
 by Act of Parliament (such capital stock having been ah-eady subscribed as afore- 
 said), «o be held in shaves of one hundred dollars each, which shall in all 
 respects be deemed personal property, and ten per centum thereon shall be paid 
 into the hands of the Receiv*"." General of Canada, in money or Canadian Govern- 
 ment securities, within one month after the date of these presents, to remain in 
 his hands until otherwise ordered b-; Parliament. And the interest received by the 
 Receiver General from the investment of such money and from such securities shall 
 be paid to the Company as received, until he shall bo authorized by the Government to 
 withhold and retain the same by reason of souie default iucurret' ly the Company in the 
 performance of the conditions of this Chai'ter, or of any subsequent agreement between 
 the Government and the Company. 
 
 3. That the shares of the said capital stock shall, after the first deposit thereon 
 has been paid, bo transferable ; but no transfer made within six years from the 
 date hereof shall be valid or elfectual, unless it be made with the consent of the 
 Government and of the Directors, and registered in the books to be kept by the 
 Company for that purpose ; nor after six years, unless it bo madts with the consent of the 
 Directors, and registered as aforesaid. And in the event of the right of property in «uy 
 of the shares in the Capital Stock of the Company Incoming transuiittud otherwise than 
 by direct transfer, the person claiming the same shall be bound to establish such claim in 
 the manner provided for the transmission of Bank Stock bv the Act 34 Yic, cap. 5, 
 intituled, " An Act respecting Banks and Banking." And in the event of the bankruptcy 
 or insolvency of any holder of any shares not fully paid up, or of the sale thereof undej 
 execution, such shares shall be ipso Jacto forfeited, but the Company shall pay the pur- 
 chaser of such shares, or the Assignee or other representative of such Shareholder for such 
 shares at the current valve thereof. 
 
 4. That no call shall be made upon the stock of the Company beyond or above the 
 first deposit of ^"v per centum ^^hei'con, save as in this clause mentioned, and the balance 
 of ninety per centum thereof shall not be called up until after the expenditure of the 
 money to be raised upon the bonds of the Company or otherwise, as hereinafter author- 
 ized and provided ; but such bfdance shall remain as a security to the Government 
 for the final completion and equipment of the railway. After such expenditure the 
 Directors may, from time to time, if necessary, with the apj)roval of the Government, 
 caJl upon the shareholders for such instalments upon each share, and in such proportion 
 as the Directors may see fit ; except that no such instalment shall exceed ten per centum 
 on the subscribed Capital, and that ninety days' notice of the time fixod for the payment 
 thereof shall be given in such manner as the Directors shall think fit. And such calls 
 ■hall not be made more frequently than once in ninety days. 
 
 RAILWAY. 
 
 5. That the Company, may and shall lay out, construct, equip, maintain and work 
 a continuous railway, of the width or gauge of four feot eight and one-Jialf inches ; 
 which railway shall be made in conformity with the Act hereinbefore recited, and with 
 this Our Royal Charter ; and such railvfi / sliall extend from some point on or near Lake 
 Nipissing, and on the south shore thereof, to some point on the shore of the Pacific Ocean, 
 both the said points to be determined by the Government, and the course and line of 
 the said railway between the said points to be subject to the approval of the Government, 
 
 6. That the Company may and shall lay out, construct, equip, maintain and work 
 a branch line of railway from some point on the railway in the last pi-eceding clausa 
 
 13—3 . 
 
18 
 
 iffl 
 
 mentioned, to some point on Lake Superior, in .British Territory; and also, another branch 
 line of railway irom some point on the railway in the last preceding clause mentioned, in 
 the Province of Manitoba, to some point on the line between that Province and the 
 United States of America, the said points and the courses and lines of the said branches 
 between the said points to be determined by the Government; the said branches to be of 
 the gauge aforesaid ; and such branch lines of railway shall Icrni part of the railway iu 
 the last preceuing clause mentioned, and portions of The Canadian Pacific Railway. 
 
 ■ t 
 
 7. The railway shall be divided into sections, as follows : — 
 
 (1.) The Eastern Section-. — Extending from the Eastern Terminus to Red 
 
 River. 
 (2.) The Lake Superior Ssctiox. — Extonding from some point on th« 
 
 Eastern Section to Lake Superior, 
 (3.) The Central Section. — E.x:tending from Red River to a point in t.li« 
 
 longitude of Fort Edmonton. 
 (4.) The Manitoba Section. — Extending from the main line in the Pi'ovince 
 
 of Manitoba to the Boundary of the United States, 
 (5.) The Western Section. — Extending from a point in the longitude of 
 
 Fort Edmonton to the Pacific coast. 
 
 i| 
 
 \ ' 
 
 8. That the Company shall, within two years from the twentieth day of July, in t'le 
 year 1871, commence simultaneously the construction of thv^ railway from the Pacific 
 Ocean towards the Rocky Mountains, and from a point i i the Province of Ontario here- 
 after to be determined by the Government, +"'<'ar<ls the Pacifi; Ocean, to connect the 
 seaboard of Biitish Columbia with the rail .ystem of Canada ; and further shall 
 construct the Manitoba Section by the thiu rst day of December, 1874; the Lake 
 Superior Section and such portion of the Eastern Section as shall be required to complete 
 comiriunication between Lake Superior and Red River, by the thirty-first day of December, 
 1876 ; shull proceed with and con~.truct the eastern and western sections simultaneously ; shall 
 prosecute the work of constructing t!io railway with all due dili ^ence, and shall complete the 
 ■whole railway within ten years from the said twentieth day of July, 1871, unless the last 
 mentioned period shall be enlarged by Act of Parliament, in which case the Company 
 shall complete the whole Railway within such extended period. 
 
 9. That the railway shall be constructed and equipped according to specifications 
 to be hereafter a^jreed upon between tho Governm-;^nt anl the Company, and the 
 rriateriah of, and manner in which the several works forming part thereof shall b3 con- 
 structad, and the mode of working tha railway, or any part thereof, including the 
 description and capacity of tho locomotive engines and other rclling stock for 
 working it, shall be such as may be heraafter agreed upon between the Goveimment 
 
 , and the Com[)any : Provided alsvays, that if the Government and the Company 
 should be unable to agree as to the detiils of any of the matters in this clause 
 mentioned, the same shall be, from time to time, referred to the determination 
 of thre? competent Engineers, one of whom shall bo cliosen by the Government, 
 one by th'o Company, auri a third by such two Engineers, and the expenses 
 of said references shall be defraj'ed by the company. And in order to establish 
 an ap[>raxim i^e standard whf raby such mittiM's may be regulated, the Union Pacific 
 Railro-'.d of thi3 United State.s is herel)y selected and fixed as such standard, but in a 
 gdnoral way only, and not with re3p:^ct to any minor details in its construction or working 
 M'hijh may be found to b3 obJ33tionable, nor with respect to alignment and grades, 
 which shall be as favorable as the nature of the country will admit of without undue 
 expenditure. 
 
 1 0. That whenever any portion of the railway exceeding twenty miles is completed, the 
 Company shall, upon being thereunto required by the Government, work the same for 
 
 ll 
 
19 
 
 kne conveyance of passengoi-s and goods, at such times and in such manner as shall be 
 fromtimetotime agreed upon bstweoii theGovernmentiindtheCompany.ovincase offailuro 
 to agree, as shall be determined by three Engineers selected as herciubefoio provided. 
 
 11. That the Government may, from time to time, appoint such persons as it may 
 think proper, to examine, in«;peet and report upon tho construction and equipment of the 
 railway, for the purpose of ensuring the faithful psrformauce of the agreement between 
 the Government and the Company, and the observance of all the provisions of this 
 Charter. 
 
 12. That the Company may and sha'^ construct, maintain and work a continuous 
 telegraph line throughout and along the wnole line of the railway, such telegraph line 
 bt'ing required for the proper workiiig of the railway, and forming a necessary appendage 
 thereto. 
 
 13. That the Company shall, froT_ time to tim9,fiirnishsuch reports of the progress of 
 the work, with such details and plans of the work as the Government may require. 
 
 LAND GRANT. 
 
 14. That to secure tho construction of the main line of rail way , and in consid~ration thereof 
 there is hereby appropriated a grant to the Compiiny of iit'ty million acres of land; 
 whicli land, with tlie exceptions hereinafter mentioned, the Company shall be entitled 
 to demand and receive in the Provinces of Maiiitoba and British Columbia, and in tho 
 North- West Territories, in blocks not exceeding twenty miles in depth on each side of such 
 main line, and not less than six nor more than twelve miles in width, alternating with blocks 
 of like depth and width on each side thereof, reserved by the Government. 
 
 That to secure the construccion of the branch lines, and in consideration thereof, 
 the Com^jany shall ba entitled to demand and receive from the Governmentinthe North- 
 West Territories, a land o;i-ant in aid of the branch line to Like Superior, of twenty- 
 five thousand acres per mile; and a land grant in aid of the branch line in Manitoba, of 
 twenty thousand acres per mile. 
 
 That the land to be granted in aid of the main line, which shall not be comprised 
 within the alternate blocks hereiubelore mentioned, or bb within tho Province of Ontario, 
 shall be allotted to the Company in alternate blocks on each side of a common front line or 
 lines, in like manner as the blocks granted and reserved along the line of the railway. And 
 the land grant which the Government may be enabled to lUAke to the Company for the 
 pur[)0ses aforesaid, under any arrangement with the Government of the Province of 
 Ontarit), shall be received by the Company as part of the said laud grant in aid of the 
 main line. 
 
 But no land grant shall include a.ny land then before granted to any 
 other party, or on which any other party has any lawful claim of pre-emption or other- 
 wise, or any land reserved for school or other public purposes, or any land reserved or to 
 be reserved under agreement with the Hudson Bay Company, and the deficiency arising 
 from the exception of any such lands shall be made good to the Company by the grant of 
 au equal extent from other wild and ungranted Dominion lands. 
 
 That if it shall be found that any of the alternate blocks laid out along the lino of 
 tho railway are unfit for settlement, the Company shall not be bound to receive from 
 the Government any greater depth of land in such blocks than one mile, computed from 
 the railway. 
 
 That the lands to be granted in aid of the main line of railway from out of 
 the land-j of the Dominion, and the lands to be grantsd in aid of thj said branches, 
 shall consist of such land as shah be found east of the PiDcky Mountains, between parallels 
 forty-nine and fifty-seven of north latitude, and the Company shall not be bound to receive 
 any lands which are not of tho fair average quality of the laud in the sections of the country 
 
 .■,V ' ''■:'! •' '": 
 
>I0 
 
 1 
 
 best adapted for settlement, lying within those liinita ; and the same shall be laid out, as 
 nearly as may be, contiguous to the lands granted along the muin line of the railway, 
 and to the Lake Superior branch. 
 
 The Company shall also have a right of way for the railway through the Dominion 
 Lands. 
 
 The lands hereby appropriated to the Comp9ny shall be granted from time to time, 
 at intervals of six months, as any portion of the railway is proceeded witji, in quantities 
 proportionate to the length, difficulty of construction and expenditure upon such portion, 
 to be determined in such manner as hereafter is provided. 
 
 15. That the price at which the alternate blocks of land retained by the Government 
 shall be sold by the Government, shall be from time to time adjusted by agreement between 
 the Government and the Company, according to the price that is found to be obtainable 
 for such lands without obstructing the settlement of the country. But unless the Com- 
 pany shall sell lands granted to them at a lower average price, or shall otherwise agree, the 
 Government shall, for and duving the term of twenty yeai-s from the date hereof, retain 
 the upset price of such alternate Mocks at an average price of not less than two dollars and 
 fifty cents per acre. The pro^'isions of this clause are, however, subject to the sanction 
 of Parliament. 
 
 16. That the subdivision of blocks of land granted to the Company shall be made in 
 conformity with the .system of survey prescribed by the Dominion Lands Act and any 
 amendment tliereof ; and shall be made by the Company, and be subject to the inspection 
 and approval of the Surveyor General of Dominion lands. - 
 
 17. That the Governm^n'u shall extinguish the Indian title affecting the lands herein 
 appropriated, and to be here; .fter granted in aid of the railway. 
 
 lii 
 
 '■ I 
 
 ' 
 
 SUBSIDY. 
 
 18. That a subsidy or aid in money, amounting to Thirty Million Dollars, ia hereby 
 granted to the Company, payable from time to time by instalments at intervals of one 
 month as any portion of the railway is proceeded with, in proportion to the length, diffi- 
 culty of construction and cost of such portion, such proportion to be ascertained and 
 settled in the same manner as is herein provided ^^'ith respect to the grants of land. 
 
 19. That the Comjiany shall allow as part of the subsidy, the cost of the sui*vey 
 made in the years one thousand eight hundred and seventy-one and ono thousand eight 
 hundred and seventy-two, and to be made in the year on^ thousand eight hundred 
 and seventy-three, by the Goveriiment of Canada, for the purpose of ascertaining the best 
 line for the railway. , v.r. ■; 
 
 20. That it »\\]\ be lawful for the Company to accept and receive from the Govern- 
 ment of any Province, or from any Municipality in Canada, or from any Corporation, a 
 subsidy or aid in money, or bonds, or securities, payable in such mannei', at such times, 
 on such conditions, and at such places in Canada or elsewhere as may be agreed upon 
 with the Company. 
 
 BOARD OF TRUSTEES. 
 
 21. That the Company may by By-Law create a Board of Trustees, to consist of 
 three persons, to be chosen and to be removable at pleasure, as follows, that is to say : one 
 member thereof bythe Government, one other member thereof by the Board of Directors, 
 and one other member thereof by or on behalf of the bondholde.ij in such manner as 
 may be provided by such by-law ; and upon the completion of such Board by the choice 
 of such members, the same shall be published by the Secretary of the Company in the 
 (panada Gaaeite, 
 
21 
 
 n- 
 a 
 les, 
 
 22. That the removal, resignation, mental incapacity, or insolvency of any Member 
 of the Board shall vacate his appointment as such ; and thereupon or upon the death of 
 'any member, the vacancy occasioned thereby shall be filled by the choice of a ptTSon to 
 bo a member of the said Board by the Government, the Board of Directors, or the bond- 
 holders, as the case may be, by whom the member whose vacant seat is to be filled was 
 originally chosen. And such change shall be published in the manner aforesaid. 
 
 23. That the duties and powers of the Board of Trustees shall be as follow\s : — 
 
 I. To receive from time to time from the Government of Canada such portion or 
 portions of the subsidy of Thirty Million Dollars as may be earned by, and payable to the 
 Company as hereinbefore mentioned. 
 
 II. To receive from time to time the net proceeds of the sales or rents of such portions 
 of the land hereby appropriated as may from time to time be sold or leased by the Com- 
 pany ; and also all such subsidies and aids as may be granted to the Company by tho 
 Government of any Province, or by any Municipality or other Corporation. 
 
 III. To pay the Board of Ti-ustees for their services, such sums of money as shall be 
 from time to time fixed by by-law of the Company. 
 
 IV. After payment of the expenses of the trust, to invest all moneys received by them 
 as Trustees in the securities of the Government of Canada, or of any of its Provinces, or 
 of the United Kingdom of Great Britain and Ireland, or of any of tho Colonies of the 
 United Kingdom, or of the British Possessions in India, or of the United States of Ame- 
 rica ; and the Board may from time to time sell any sucli securities, aid shall in any 
 such case forthwith reinvest the proceeds of any such sale in other secuiities of the nature 
 and kind hereinbefore mentioned, or in lieu thereof, when so directed by resolution of the 
 bondholders, passed in accordance with a by-law of the Company, purchase outstanding 
 bonds of the Company. 
 
 V. The investments to be so made as hereinbefore directed, and the securities whereof 
 the same shall from time to time consist, shall form a sinking fund, to be hold by tho 
 Board of Trustees, upon the trusts tollowing, that is to say: upon trust to pay all costs 
 and charges, which may be incurred in respect of tho execution of the trusts hereby 
 created, and in the investment and -investment as hereinbefore nicntirtied, and thereafter 
 upon trust to pay tho interest upon the bonds of the com' v, as the same shall, from time 
 to time })ecome due and j)ayable, and thereafter upon ^i not to pay and discharge the 
 bonds of the company as the same, and the principal money thereby secured, shall 
 mature and become due and payable ; and upon this further trust, after full 
 payment and discharge of all sums of money of principal and interest upon the bonds 
 of the company, and of all costs and charges incurred ivi respect of the execution of the 
 trusts hereby created, to transfer the said sinking fund, and the securities thereof, to the 
 Company, to and for the absolute use and behoof of the company ; and the trusts hereby 
 created shall, thereupon cease and absolutely determine. 
 
 VI. The Board of Trustees shall conform to any order or direction respecting the per- 
 formance of its duties, which may be concurred in by the Company and by the Bond- 
 holders acting as provided by by-law. 
 
 24. That the Board shall have such further and other powers in the premises, as may 
 be conferred upon them by any By-Law of the Company approved by the Government. 
 But no such By-Law shall be contrai-y to, or inconsistent with, the provisions of this 
 charter. 
 
 25. That a majority of the Board of Trustees may lawfully exercise the powers of the 
 Board, and the action "of such majority shall be held to be the action of the Board. But none 
 of tho powers hereby vested in the Company or in the Board of Trustees or the majority 
 of them, chall be acted upon contrary to or inconsistent with the provisions ot any agree- 
 ment which shall be duly entered into by the Company, or the Board of Trustees, or by 
 bolh, with any persou or persons who may agree to become holders of the bouds of the 
 
Company. And any agreement, resoluticn or proceeding made or taken contrary to, or 
 inconsistent with snch agreement, to the detriment of such bond-holders, shall be absolutely 
 null and void iu law, and shall have no force or eifect whatever. 
 
 LAND MANAGEMENT. 
 
 26. That the Board of .directors may, from time to time, appoint Commissionera or 
 Agents for the management and disposal of the lands of the Company, with such po >s er» 
 and duties as shall be provided by the by-laws of the Company. 
 
 27. That the Company shall render to the Board of Trustees, yearly accornts of all 
 sales, leases or other disposition of lands ; and shall from time to time pay over to the 
 Board of Trustees the net proceeds thereof, after deduction of the cost of management 
 and sale, such cost not to exceed ten per centum of the gross proceeds. 
 
 Ill 
 
 f. %• 
 
 M 
 
 \ 
 
 k 
 
 H 
 
 POWERS OP COMPANY. 
 
 28. That the Company shall, from time to time, cause the names of the several 
 parties interested in the stock of the Company, and the amount of interest therein 
 of such parties respectively, to be entered in a book to be called " The Stock Registpr, " 
 and may in like manner cause the names and interest of the bondholders, to be recorded 
 from time to time in a book to be called " The Bond Register " ; and duplicates of all 
 registers of stock and bonds of the Company, and of the holders thsreot, kept ?t the 
 principal ofBce of the Company in Canada, may be transmitted to and kept by the agent 
 for the time being of the Company in London. 
 
 29. That tlie Company may pay to the shareholders, interest on the amount o 
 their paid up capital at the rate of five per centum per annum, during the construction o 
 the railway and works. 
 
 30. That the Company shall have power and authority to become parties to pro- 
 missory note3 and bills of exchange for sums not les.s than one hundred dollars ; and all such 
 promissory notes made or endorsed, and such bills of exchange drawn, accepted or en- 
 dorsed by the President or Yiee-Prebident of the Company, under the authority of the 
 Board, shall be binding on the Company ; and may also issue scrip with t!ie like signa- 
 tures, redeemable in tlxe stock of the Company, or in lands, or in both ; and in no case 
 shall it b': necessary to have the seal of the Company affixed to any promissory note, bill 
 of exchange, or scrip : Provided, however, that nothing in this section shall bo conf.trued 
 to authorize the Company to issue any notes or bills of exchange payable to bearer, or 
 intended to be circulated as money, or as the notes or bills of a bank. ^ • . 
 
 31 . That the Company may, with the approval of the Government enter into and con- 
 clude any arrangements with any other incorporated railway company in Canada or the 
 United States, for the])urpose of making any branch or branches to facilitate a connection 
 between the railways of the Company and of such other incoi'porated compa y, and they 
 may, with like approval, enter into arrangements for the mutual interchange of traffic 
 ■with all railway companies completing their lines to the lines of the Com pany ; and they may 
 with like approval, leaseor acquire such last mentioned railway or railways, or make running 
 arrangements therewith, an i generally may, with like approval, enter into such arrange- 
 ments as will secure uniform and complete railway connection with the system of railways 
 now or hereafter existing in Cau„.ia or the United States. 
 
 32. That the company, after the opening of the railway, or any part thereof, to the 
 public, shall annually submit to the Parliament of Canada, within thirty days after the 
 opening of eauii session thereof, a detailed and narticular account, attested by the Pre- 
 sident and Secretary of the Company, of all moneys by them earned on the part so opened, 
 tpgether with the ruuuing expeasea thereof, with a classilied statement of th^ touuage of 
 
98 
 
 freight, and the number of passengers conveyed over the said road ; and shall comply with 
 any other provisions which Parliament may hereafter make with regard to the form 
 or details of such account or the mode of attesting or rendering the same. 
 
 33. That the Company may, until such right is determined by Parliament, undertake 
 the transmission of messages for the public by any iin-^ of telegraph t'ley may construct 
 on the line of their railwny, and collect tolls for so doing ; or may, with the approval of 
 the Government lease such line of telegraph, or any portion thereof, subject to a;.y pro- 
 visions herein contained ; and, if they think proper to undertake such transactions, they 
 8h'\ll be subject to the provisions of the fourteenth and following clauses of chapter sixty- 
 seven of the Consolidated Statutes of Canada. 
 
 DinEClORS AND THEIR POWERS. 
 
 34. That tho said Sir Hugh Allan, Adams George Archioaid, Joseph Octave Beau 
 bien, Jean Baptiste Beaudry, Egerton Ryerson Burpee, Frederic William Cumberland- 
 Sandford Fleming, Robert Newton Hall, J'ohn Sebastian Helmcken, Andrew McDermot» 
 Donald Mclnnes, Walter Shanly, and John Walker (», majority of whom shall consti 
 tute a quor\im for tho transaction of business), shall be Provisional Directors of the 
 
 Company, and shall have power and authorioy to elect a President and Vice-President 
 from among their number, to appoint a Secretary, Treasurer and other officers, to call 
 a general meeting of shareholders for the election of Directors, as hereinafter pro- 
 vided, and generally to do such other acts as shall be necessary for the conduct and 
 
 management ot" the said undertaking, >'nd for finally procuring the election of a Board 
 of Directors by the shareholders. 
 
 35. That the Provisional Directors shall hold office until the election of their 
 successors ; and shall call a meeting of the shareholders, to bo held on such day, as here- 
 inbefore provided for, and at such place in the City of Ottawa as they shall decide, givinfj 
 due notice thereof to each shareholder; at which general meeting the shareholders present, 
 either in person or by proxy, shall elect thirteen Directors, who shall constituts Ihe 
 Board, and shall hold office until others are elected in their stead ; and if any vacancy 
 shall occur by the death, resignation, mental incapacity insolvency or disi.]ualilication 
 from w.mt of Stock of any Director, the A'acancy shall be filled for the residue of the 
 current year of office by the Eoard of Directors. 
 
 36. That the Directors be thirteen in number, of whom seven shall be a quorum, and 
 provided such quorum be present, any absent Director may be represented and vote 
 by another Director as his proxy ; but no Director shall hold more than one proxy. 
 And the Directors shall retire in the following order, that is to say : four at tlie end 
 of the first and second years resjiectively, and five at the end of tho third year, 
 and so on in similar proportions, during succeeding years. The Directors .so to retire 
 at the end of tho first year shall be selected by ballot of the Board. Those to retire 
 at the end of the second year sfiall be select(\d by ballot anjong the nine Directors 
 remaining of the original Board. And at the third and succeeding electioua they 
 shall retire by seniority, but the retiring Directors shall be eligible for re-electionj 
 and any Director appointed by the Boavd to till a vacancy, shall also retire at the 
 end of the current year of office, and a Director shall then be elected Ijy the share- 
 holders in his stead — which Director shall occupy the same position with regard to retire- 
 ment and seniority as the Director who first vacated the seat. And on the first \\'edne3dar 
 in February, in each yeir thereafter, or on such other day i<s may bo appointed by a by-law 
 of the Company, there shall bo held at the principal office of the Company, a general 
 meeting of the shareholder.s, at which meeting they shall elect such a number of Directors 
 for the ensuing year as shall be required to supply the places of the Directors so retiring ; 
 and public notice of such annu?l meeting shall be given at least one month before 
 the day of elestion. Each Director shall be a subject of Her Majesty, and a holder of at 
 
 ■a 
 
%k 
 
 \\ i 
 
 % 
 
 
 
 I > 
 
 I ■ 
 
 ! i 
 
 f-' 
 
 aos 
 
 l^ast two hundred and fifty shares of the said stock. The election of Directors shall be by 
 ballot, and the President ot the Company, and a majority of the Directors shall reside in 
 Canada. .. , ■ .i;w . r u 
 
 37. That the chief place of business of the Company shall be at the City of Ottawa* 
 but other places at which the Directors or Committees of the Directors may meet and 
 transact business may be fixed by the by-laws of thn Company. 
 
 38. Tliat whenever it shall bo deemed exnodiont by the Board of Direoto.'S that a 
 gpecliil goueral meeting of the shareholders shall oo convenod for any purpose, the Directors 
 shall convene such meeting at the City of Ottawa, by advertisement, in the manner herein- 
 before mentioned, in which advertisement the bu'iineas to bo transacted at such meeting 
 shall be expressly mentioned. 
 
 39. That any deed required and authorized to be executed on behalf of the Company, 
 shall be held to be valid and binding on the Comp:\uy, if it bo signed by the President or 
 Vice-President and by the Secretary, and the seal of the Company bo affixed thereto ; 
 and no special authority shall be required for affixing the seal to any such deed. 
 
 40. That the Dii-ectors of the Company shaii '.ave power to administer, conduct 
 and manage the affairs and business of the Compituy ; and shall have and e.xercise all the 
 powers requisite to enable them to do and porforib, make and execute, all such acts, mat- 
 ters and things, deeds and instruments as shall be necessary to carry out the provisions of 
 this charter, according to the true intent and meaning thereof, including the power of .sell- 
 ing, leasing or otherwise disposing of the lands granted or to bo granted in aid 
 of the railway, and of any other lands of the Company not required tor the pur- 
 poses of the railway ; except in so far as their powers are expressly limited 
 by the provisions hereof And they shall also have power, from time to time, to make 
 ly-laws for the conduct, management and administration of the affairs of the Company 
 generally ; and for the remuneration of the President and Directors of the Company, if such 
 remuneration be deemed advisable ; and also, such by-laws as are contemplated by the 
 provisions of this charter for the regulation of divers matters herein required or autho- 
 rized to be so regulated; and the same to amend or repeal: Provided always, however, that 
 such by-laws shall have no force or effect, in any respect in which they, or any of them, 
 shall be contrary to or inconsistent with this charter, nor in any njspect in which they 
 shall require the approval of the Government, until they have received such approval. 
 And such by-laws sliall in no case have any force or effect after the next general meeting 
 of Shareholders, which shall be held after the passage of such by-laws by the Board of 
 Directors, unless they are ajipioved by such meeting ; and any copy of the by-Laws of 
 the Company, or any of them, purporting to be imder the hand of the clerk, secretary or 
 other officer of the said Company, and having the seal of the said corporation affixed to it, 
 shall be received as lirima facie, evidence of such by-law in all courts of the Domiuion of 
 Canada. 
 
 dl. — That the Directors of the Company are hereby authorized and empowered to 
 issue bonds, which shall be a first charge on the railway' and its appurtenanc(!s, and on 
 the tolls and revenues thereof, and on all lands, whether the pi-operty of the Company at 
 the time of the issue uf such bonds, or thfrcaftor acquired. And such bonds shall be in 
 such form, and for such amount, and with such coupons attached, and they and the 
 coupons attached thereto shall bo payable at such tinies and places as the Direc- 
 tors from time to time shall provide. And tlio jjayment to the Treasurer of 
 the Company, or to any other person appointed by by-law for the purpose, by any botM 
 fide purchaser of any landj of the Company, of the |)urchaso money thereof, and the 
 acquittance by such Treiisurer or other person ko appointed, of such jmrchase money, shall 
 operate as a release of the lands so paid for from the ell'^ct of such charge ; and the 
 
ss 
 
 Company shall keep all moneys ho receivcil soparato and apnrf from its ordinary fundw, 
 and shall pay over the not proceeds thereof to the Board of Tnisteos as hereinhefore 
 provided. The bonds shall ho signed l»y t!ie I'resident, or the Vice-President and the Secre- 
 tary, but the signature of liir; Tre.sid.'nt fir A'ie'j-Pnsidont to the l)un<ln, imd the signature 
 of the Secretary to the coupons, may he lithograplied or ongrave.l therouu; and such bond* 
 shall be valid without having t!ie seal of the Oonii»any allixed therKo. 
 
 Provided tliat the amount of such bonds sliall not exceed furly thousand dollars 
 per mile, to l)o issued in proportion to the length of railway to be constructed under 
 and by virtue of this chartor, tmless the issue ot bonds to a larger amount be authorized 
 by the Government. And all bonds issued under this chartor sliall liave the same and 
 equal rank and priority, as u iirst chargo on the assets of tho Company hereinbefore 
 described. 
 
 42. That if, at any time, any agreement bo made by the Company with any persoAi 
 intending to become bondholders of tho Company, restricting tho issue of bonds by the 
 Company, under the powers confei-rod by tlio preceding section, or defining or limiting 
 the mode of exercising sucli powers ; tlio Company thereafter shall not act upon such 
 powers otherwise than as defined, restricted and limited by such agreement. And no 
 bond thereafter issued by the Company, and no order, resolution, or proceeding thereafter 
 made, passed or had by the Company, or by the Board of Directors, contrary to tho termi 
 of such agreement, shall be valid or eft'ectuai. 
 
 •13. That the Directors of tho Company may, by liy-Iaw% appoint an agent or agents 
 in the City of London, England, and may by sucli by-law make y)rovision for the payment, 
 of dividends, and for the transfer of tlio stock and bonds of tlio Company at the said 
 City of London, in sucli manner, and upon sucii terms and conditions assliall be provided 
 by such by-law. Provided that all sucli by-laws for tlie transfer of stock passed within 
 six years after the date of this (!'liarter, shall be subject to the approval of the Govern- 
 ment. 
 
 MtSCET.LANEOUS PROVISICSS. 
 
 41. That for tho purpose of making an allotment of the laud and money subsidies, the 
 failway shall be divided into convenient sections ; and so soon as sufficient information 
 has been obtained respecting the difficulty and cost of construction of such sections, the 
 proportion of land and money subsidies applicable to each of them shall be deter* 
 mined by agreement between the Government and the Company ; and if the Gorernmenti 
 and the Company are unable to agree upon such proportion, the same shall be decided 
 upon by three Engineers selected as hereinbefore provided. 
 
 45. That " The Kailway Act of 18G8," as modified by any Act of the Parliament of 
 Canada, of the Session held in the year 1872, with reference to any railway to be 
 constructed under any such Act on any of the lines, or between any of the points mentioned 
 in the Act in this chatter first recited, in so far as tho provisions of the same are applic- 
 able to the undertaking authorized by tliis charter, and in so far as they aro not incoa* 
 sistent with or contrary to the provisions thereof, are hereby incorporated therewith. 
 
 4fi. And as respects the said railway, that the eighth section of " T/ie Railway Act, 
 1868," relating to Plans ami Surveys, shall be subject to tho following provisions ; — 
 
 It shall be suSHciont that tho map or plan and book of reference for any portion of 
 the line of tho railway, not being within any district or county for which there is * 
 Clerk of the Peace, be deposited in tho office of the Minister of Public Works of Canada, 
 and any omission, mis-statement or erroneous description of any lands therein may be 
 corrected by the Company, with the consent of tho Minister, and certified by him ; and the 
 Company may then make the muway in accordance with such certified correction. 
 
 The eleventh Bub-9e«tion of the said eigltb section of the Railway Act shall not apply 
 
 \.„\ 
 
M 
 
 3K 
 
 1 i 
 
 to any portion of the railway passing over nngrantcd lands of tlio Crown, or lanils not 
 •within any snrveyoil township in any Province; ami in snch places, deviations not 
 oxccpiling live miles from tho lino shown on tho map or plan, approved by tho Government 
 and deposited hy tho Company, shall bo allowed, on tho approval of tho Government 
 Inspector, without any formal correction or certilicate ; and any further deviation that may 
 be found expedient may !»? authorized by order of tho CrOvernmcnt, and tho Company 
 may thm make their railway in accordance with such authorized deviation. 
 
 The map or plan and book of reference made and deposited in accoi'dance with this 
 section, after approval by the Govornniont, shall avail as if made anil deposited as required 
 by the said " Kailioivj Act, ISGS," for all tho purposes of the said Act, and of this charter ; 
 and any copy of, or extract therefrom, cortitied by the said IMinister or his deputy, sliall 
 he received as evidence in any court of law in Canada. 
 
 It shall be sufficient that a map or protile of any part of tho completed railway, which 
 shall not lio within any county or district having a registry office, bo tiled in the office of 
 the Minister of Public Works. 
 
 The Company shall not conunonce tho construction of any bridge over any navigable 
 water, until they shall have submitted to the Government plans of such bridge, and of 
 all tho intended works thereto appertaining, nor until such ])lans, and tho site of such 
 bridge shall have been approved by the Government ; and suih conditions as it shall think 
 fit to impose touching such bridge shall bo complied with ; nor shall any plan o^ any such 
 bridge be altered, or deviation therefrom allowed, except by permission of tho Govornraent. 
 
 47. That the provision made in sub-sections thirty, thirty-one and thirty -two of section 
 nine of " The Railn-ay Act, JSiiS," as to incumbrances on lands acquired by tho Company, 
 shall apply to lands acqiiired by the Company in the Provinces of Manitoba and British 
 Columbia, and in the North-\V est Territories ; and as respects lands in tho North-West 
 Territories, the Court of Queen's Bench for tho Province of Manitoba shall bo held to be 
 the Court intended by the said sub-sections. 
 
 48. Tliat in the Provinces of British Columbia and Manitoba, any Judge of a Superior 
 or County Court shall have all the powers given by the said Act to a County Judge, and 
 in tlie North- West Territories such powers shall bo exercised by a Judge of the Queen's 
 Bench of the Province of Manitoba. 
 
 49. That it dhall be lawful for the ComiKiny to take from any public lands adjacent to or 
 near the line of the said railway, all stone, timber, gravel and other materials which may 
 bo necessary or useful foi" tho construction of the railway ; and also to lay out, and appro- 
 priate to the use of the Company, a greater extent of lands, whether public or private, 
 for stations, depots, workshops, buildings, side-tracks, wharves, harbors and roadway, and 
 for establishing screens against snow, than the bi-eadth and quantity mentioned in " The 
 Railway Act, 1868/' such greater extent taken, in any case, being allowed by the Govern- 
 ment, and shown on the maps or plans deposited with the Minister of Public Works. 
 
 50. And whereas, it may be necessary for the Company to possess gravel pits and quar- 
 ries, and lands containing deposits of gravel, stone,brick clay, iron or coal,as wellas lands for 
 stations and other purposes, at convenient places along the line of railway, for construct- 
 ing and keeping in repair, and for carrying on the business of the railway, and as such 
 gravel pits, quarries or deposits cannot at all times be procured without buying tho whole 
 lot of land whereon such deposits may be found; therefore, that the said Company may pur- 
 chase, have, hold, take, receive, use and enjoy, along the line of the said railway, or 
 separated therefrom, and if_^ separated therefrom, then, with the necessary right of way 
 thereto, any lands, tenements and hf-reditaments which it shall please Her Majesty, or any 
 person or persons, or bodies politic, to give, grant, sell or convey unto and to the use of, 
 or in trust for the said Company, their successors and assigns; and i*; shall and may b» 
 lawful for the b&id Company to e8tablis>i statious or workshops on any of suck lots or 
 
 1 
 
blocks of land, nnd from time to timo, by doecl of bargain and salo or othorwiso, to grant, 
 bargain, roH or convcj any portions of such lands, not noco«.iary to bo rotaiiiod for 
 gravel pits, qiiarrios, sidings, briini:lios, fuol yards, ntation grounds or workshops, or for 
 •ffectiially repairing, maintniuing and using, to the greatest advantage, the said railway 
 and other works connected therewith. 
 
 01. That as rospoets places not within any Province, an^ notice required by the 
 lUIlway Act, \$68, to be given in the " OlUcial G.iretta" of a Provinca, may be given in 
 the Canada Gazette. 
 
 52. That deeds and conveyances of lands to tin Company fjr the piirposoHof this Char- 
 ter (not being letters patent from tlio Crown) m ly, in so fir as circumst-ances will admit, b« 
 In the fo'-m following, that is to say ; — • 
 
 " Know all mon l)y thr>so presents, that I, A.B., in considr?r.»tion of paid to 
 
 mo by the Canadian Pacific Railway Company, tho roceipt whereof is lun-eby acknowledged, 
 grant, bargain, sell and convey unto tin said The Canadian Pacific Railway Company, their 
 Buccossors and assigns, all tlirit tract or parcol of land {describn the laud) to have and to 
 hold the said land and pr.^misos nuto the s;\id Company, thuir successors and assign* 
 for ever. 
 
 " Witness my hand and »oal, this day of 
 
 one thousand eight hundred and 
 
 * Signed, Sealed and Delivoi.-d ) 
 \n presence of | 
 
 " C. D. 
 ♦' K. F." 
 
 or in any other form to the like eSect. 
 
 A.B. 
 
 [1.9.] 
 
 ^3. That Her Majesty's navai and military forces, whether Imperial or Canadian 
 Regular or Militia, and all artillery, ammimition, baggage, provisions, or other stores for their 
 use, and all officers and others travelling on Her Majesty's naval or military or other 
 service, and their baggage and stores, shall at all times, when the Company shall bo there- 
 unto required by one of Her Majesty's Principal Secretaries of State, or by the Com- 
 mander of Her Majesty's Forces in Canada, or by the ^Minister of Militia and Defence of 
 Canada, or by the (vliicf Naval Oflicer on the North American Station on the Atlantic, 
 or on the Pacific Oce.an, bo carried on the said railway on such terms and conditions, and 
 under such regulations as the Government shall from time to time make. 
 
 54. That the Justices of the Peace for any county or district in British Columbia and 
 Manitoba, assembled in general or quarter sessions, shall have the power vested by section 
 forty-nine of " The Railway Act, 18G8," in tho Justices so assembled in the Province 
 of Ontario as to the appointment of Railway Constables, and in places where tliere are no 
 such Sessions, any two Justices of the Peace in iiny Province, or in any place not within 
 a Province, shall have tlie powers given l)y the said so?tion to any two Justices of tho 
 Peace in Ontario for the a])pointment and dismissal of any such constables; and where 
 there is no Clerk of the Peaco the record of the appoiutmeut of a constable shall be dis- 
 pensed with. 
 
 55. That it shall be lawful for the Governmtet, by order to bo published in the 
 Canada Gazette, on or before the first day of May, 1874, to declare this charter, and tha 
 several provisions thereof, and all contracts and agreements made thereunder between 
 the Government and the Company to be null and void, if tho Company have not by th« 
 first day of J.Tvirv lust preceding that date, made arrangements to the satisfaction 
 of the Gnvemmeut tor raising ths money ref^uirud for tL« couatxuction aud working af 
 tk« saitl vtolwaj. 
 
 t 
 
 ^|: 
 
29 
 
 n 
 
 \\i 
 
 66. That Iho expression "" tlio (iovorninf?nt " jind " the Governor in Council " in this 
 eli/vrter, mean tlici (lovcrnor Coneral in Cuunoil ; nnd tho oxprcsnion " railway" indudeg 
 as well tho brunches as tho uuiin lino of tho PaoiQc Railway, except when tho contraiy 
 appears from tho context. 
 
 And Wk do, for ourselves, our hoira and succesfiors, grant and declare, that the«« 
 Our Letters Patent, or tho enrolment thoroof, Khali bo in and by all tilings valid and 
 effectual in the law, according to the true intent and meaning of tho .same, and shall b« 
 recognized as vnlid and ollecluid by all Our Courts and Judges, and all officers, [toisons, 
 and bodies politic or cox'poraio, whom it doth or shall or may concern. 
 
 In Testimony Wixeiieof, Wo have caused these Our Letters to be made Patent, and 
 the Great Setil of Canada to bo hereunto affixed. Witness, Our Right Trusty 
 and Well Beloved Cousin and Councillor the Right Honorable Sir FnEDnRlo 
 Temple, Earl of Di'Fkeuin, Viscount and ]5aron Chindeboyo of (!landeboye, iii 
 the County Down, in tho Peerage of the Uuitoil Kingdom, Baron Dufforin and 
 Clandeboyo of Ballyloidy and Killeleagh in the County Down, in tho Peerage of 
 Ircdand and a Barojiet, Knight of Our IVIost Illustrious Order of Saint Patrick, 
 nnd Knight Comniandei' of Our Most Honorable Order of tho Bath, Governor 
 General of Canada, and Governor and Commander in Chief in and over the 
 Island, of Prince Edward, and Vice-Admiral of Canada and Prinoo Edward. 
 At Our GovEKjJMENT House, in Our CITY of OTTAWA, in Our Dominion, 
 this Fifth day of February, in tho year o*' Our Lord, One thousand eight 
 hundred and seventy- throe, and in the Thirty-sixth year of Our Iteign, 
 
 Bj Command. 
 
 J. C. AlKINS, 
 
 Secretarv of State, 
 
 a,»i 
 
 , ; ' 'f a. - , - .■(i - • ^ 
 
 I 
 
DEI'AnTMKNT OK SeCHKTARY OP STATE, 
 
 Ottnwii, nth Fobninrv, 187.^ 
 Sir, — I am lUrcctod to transmit to you, tho (mclosod Chiii-tor of " Tho Oaumliivn ami 
 Pacific Railway Company," tho rocoipt of which you will bo good enough to cauao to ba 
 acknowledgoth 
 
 I havo, A'C, " ■ 
 
 ^ E. Pake nt, 
 
 ' ^ u. a. s. 
 
 Sir HooB Allajst, 
 
 4c., <tc., »ke. 
 
 Montreal. 
 
 Montreal, 17th Fobruftvy, 1872. 
 Sir, — T have the honor to arknowlod^o rpcf>ipt of your lottor, dated llth instant, 
 acconipaniod with the Cliarter of tho Canadian racific Kuih'oad. 
 
 I havo, (fee., 
 
 Hugh Xila^. 
 E. Pa KENT, Ewj., 
 
 Under tiecrotavy of Stat?', '* 
 
 Ottawa. 
 
 Office ov the Interoceavio Railway Company op Oakada, 
 
 Toronto, 20th Juno, 1872. 
 Sir,— 1 havo the honor to inform you, that tho Interoceanic Railway Company of 
 Canada, was tlils day nrganizod provisionally by election of liiysolf as Prfisident ; Mr. 
 Charles H. Fairweather aa Vi.^o-Presidi.'ut, and Mr. John Hague as Sccr(-t,iry. 
 
 I Hhall feel obliged by your informing me, when tho GovernmonL will 1)0 prepared to 
 negotiate with this Company, in respuct to the construction of tho Canadian Pacific- Rail- 
 way, authorizod by Parliament last Session. 
 
 I have, tfcc, 
 
 D. L. MACPHEnsoN, 
 t President of Board of Provisional Directors^'* 
 
 To the Honorable, 
 
 The Secretary of State for Canada, , ' 
 
 Ottawa. ' '"'" ,'" ,'","' ■ ■ 
 
 Department op Secretary of State, 
 
 Ottawa, 4th July, 1872. 
 Sir, — His Excellency the Governor (ionoral in Council has had under consideration 
 vour letter of tho 2nth ultimo, reporting the Provisional organization of " The Interoce- 
 anic Railway Company of Canada," and expressing tho desire to ba informed when the 
 Government will ba jn-opared to negotiate with the Company in resi)ect to the construc- 
 tion of the Canadian Pacitic Railway, and I am directed to inform you that it is the wish 
 of the Goveriunent of Canada, that your Company and " Th?. Canada Pacific Railway 
 Company," should unite and form one Company, in accordance with the tenth section of 
 the Act respecting the Canadian Pacific Railway. ^ 
 
 A similar communication has been mad(! to the Secretary of tho latter Company, E. 
 Lef. de Bollefeuille, j\lontreal. 
 
 I have, ttc, 
 
 E. Parent, 
 Hon. D. L. Macpherson, Under S«cretary of State. 
 
 President, Interoceauic Railway Compaay, 
 
 T«roata 
 
so 
 
 I 
 
 Office of the Inteboceanic Railway Company of Canada, 
 
 Toronto, 28tl) September, 187^ 
 Sir, — I liavo the honor to state for the iiifo.iiiatioii of tlio Government, that I con- 
 vened a meeting of tlie Provisional Directors of tlio Interoceanic Railwiiy Company of 
 Canada, for the purpose of consJloring the auggcstiou of the GovernmLnit, that thia Com- 
 pany ahonld amalgamate with the Canada Pacific Railway Company. 
 
 At the request of the Board, I send herewitli a Copy of a Report froiu the Executive 
 Committee upon the suhjeet, adopted unanimously by tlie Roard, declining amalgamatioa 
 for tlie reasons set fnrth. 
 
 I am also i-cquested by the Board to intimate to the Government that this Company 
 is prepared to enter into arrangmeuts for building and woiking the Canadian P.icifio 
 Railway. 
 
 I have, Jrc, 
 
 D. L. ^MACPnEnaoN, 
 
 Provisional Presideat, 
 To the Honorablo, 
 
 The Secretai'y of Stato, • , 
 
 Ottawa. 
 
 IXTEROCKANie RAILWAY COMPANY OF CAKADA. 
 
 Toronto, 2Cth S<!>pt., 1872. 
 
 At ft meeting of the Provisional Directors of the Intei'oceanic Railway Company of 
 Canada, held this day, present in person or by proxy : — 
 
 The Hon. D. L. Maopherson, President ; .; • 
 
 Chas. IT. Faii'weather, Esq., Vice-President ; 
 
 The Hon. ]\[essrs. Wm. McMaster, Frank Smith, John Simpson, G. W. Allan, 
 Is. Thibaudeau, John Carling ; J. W. Cumberland, Esq., C. S. Gzowski, Esq., J. G. 
 Warts, Esq., John VValke.-, Esq., W. H. Rowland, Esq., David Torrance, Esq., John 
 Boyd, Esq., T. Kennv, Esq., Edwin Russell, Esq., J. F. Randolph, Esq., John Starr, Esq., 
 the Hon. D. E. Price'. 
 
 A communication was read from the Government, suggesting that the Int-irocoanio 
 Railway Company should amalgamate with the C.inada Pacific Railway Company. Thj 
 following report thereon from the Executive Committee was also read : — ; •' 
 
 To the Provisional President, Vice-President and Directors of the Interoceanic Railway 
 Company : ' 
 
 Your Executive Committee have had under consideration n commur ation from 
 the Government, expressing a wish that the Interoceanic Railway Company should 
 amalgamate with the Canada Pacific Railway Comp.iny, and they now beg leave to 
 report : — 
 
 Tliat they have given their best attention to the ]iropos;i,l, solely with reference to 
 the successful and early completion of tlie Canadian Pacific Pwailway. 
 
 The construction und management of an undertaking involving such vast and varied 
 interests must, in thoir opinion, mainly depend for success upon its complete ideutitlcation 
 with the public sentiment of the countr}'. 
 
 The subsidy in money, though in itself large, is still insignificant relatively to the 
 enormous outlay that must attend the construction of the work. The Company having to 
 rely upon the disposal of their lands for the greater part of their expenditure, renders it 
 desirable, nay, necessary that the land should be dealt with so as to enlist the whole 
 energies of the country in their early settlement. 
 
 It is therefore of supreme importance that the organization through which the Rail- 
 way is to bo built .should be essentially and pre-eminently national in its character. 
 
 The sources from Avhence the Company's means must be drawn are two fold : 
 
 1st, Canadian ; 2nd, (and chiefly) British. 
 
81 
 
 Success in the British money market will, in the opinion of your Committee, depend 
 in a groat measure upon the extent to which the Canadian people themselves become 
 interested in the undertaking. 
 
 It is perfectly futile to look to the United States for aid in this work, as it is ne- 
 cessarily a rival to the several existing Pacilio railways. While this remark applies ge- 
 nerally to its future as a commercial enterprise, it is in the mean time still more applicable 
 and weighty in reference to the measures required for the early .settlement of the vast 
 regions traversed by the rival lires thi'ough tlie TTiiitcd States. The (Janadian Pacific 
 Kailway Company must compete in Great Biitain and Europe gcncndly for the emigration 
 thence, and this can never be done ?dvantiigeously or successfully in association with any 
 of the American interests concerned in the trans-continental trafiic. The suggestion for 
 amalgamation with the Canada Pacific Conipai y, more generally known as that organized 
 by Sir Hugh Allan, forces upon your Committee the consideration of the matters above 
 referred to. 
 
 It is a matter of puijlic notoriety that the original propo.sal of Sir Hugh Allan, re- 
 lative to the Canada Pacific Railway, was made in association with the American gentle- 
 men most prominently connected with the Northern Pacific Tlailway. It is generally 
 believed that the Government are themselves aware of this ; and it was mainly owing to 
 the apprehension that the control of a work, npon which the future of the Dominion so 
 much depends, might pass into American hands, that the Interoceanic Company was called 
 into existence. 
 
 The public of Canada instinctively felt that if the parties interested in the Northern 
 Pacific Railway were permitted to control the Canadian line, that such a combination 
 would obstruct the material as well as political alliance with the British possessions 
 on the Pacific coast, and retard and endanger the successful setthmient of the fertile 
 Western Territory of Canada. 
 
 From one end of the Dominion to the other, but more especially in the great Pro- 
 vince of Ontario, (upon whoso people the greater part of the burden of the cost of the 
 Kailway must fall,) there have come unmistakable indications of public opinion on tho 
 subject, and the names connected with ^ he Interoceanic Company conclusively shew tho 
 general determmation to make the work distinctively national and Canadian. It may 
 appear invidious to institute corii])arisons between tlie relative importance of the Inter- 
 oceanic Company's organization and that of Sir Hugli Allan's Coinpany, but this cannot 
 be avoided when the juoposal is one fur amalgamation. 
 
 Your Committee must therefore remark that the Interocfjauic Company is pi-obably 
 the largest and most inflflential combination of men of oapitid and position which could 
 be found in the Dominion, not confined to one Province, but Yery generally and equally 
 representing all. ' 
 
 With respect to the other Company, your Committee submit that it is not in any 
 broad or national sense representative of the Dominion. 
 
 Its active influence is almost exclusively confined to the Province of Quebec, and in 
 that Province to the city of Montreal ; but excepting Sir Hugh Allan himself, and two 
 or three other gentlemen, it cannot with fairness bo designated as representing the capital 
 and enterprise of even that community. 
 
 It is no injustice to say that the claims of Sir Hugh Allan's company rest not upon 
 general public support, but mainly upon the position of Sir Hugh Allan himself. Early 
 though it be in the history of the Canadian Pacific Railway, the dangerous character of 
 Buch an organization iis cue Comiiany you are invited to amalgamate with, has already 
 been made apparent by its promoters resorting to the arena, of politics for that strength 
 . and support not due to its intrinsic merits. 
 
 The Interoceanic Company, on the other hand, has relied solely upon general public 
 support, and has in no instance appeared as desirous of unduly influencing the govern- 
 ment. 
 
 If the Canadian Pacific Railway is to be made the subject of undue and improper 
 prMsure bj oa« section of the Dominioa to the prejadice of others, it will soon acquir* 
 
 '. t 
 
 , 
 
83 
 
 if 
 
 a reputation wliicli will destrojl public confidence in t!i;e enterprise, and occasion either 
 ita abandonment or completion at sacrifices far beyond any that the country now 
 contemplates. 
 
 Your Coimnittt'c readily admit that it would be desirable to secure the united 
 strength of the Dominion in supi»ort of this work, and if the company organized by Sir 
 Hugh Alliiu really represented Canadian interests, though local, it would be well to have 
 their co-operation. 
 
 But, mifortunately, the im])ression still exists everywhere, that Sir Hugh Allan's 
 original schoiiic is uncliangod, and that his company is intended to co-operate with th© 
 parties in the United States interested in the Northern Pacific Railway, and your Com- 
 mittee sharing this lielief, cannot regard the proposal of amalgamation as otherwise than 
 ill-advised and dangerous to tlio public interests. 
 
 Your Committee are convinced that such an amalgamation would at once destroy 
 public faith in the company as a Canadian undertaking. * 
 
 They believe that if amalgamation were accomplished, the best friends of tho enter- 
 prise in Canada would refuse their aid, and that in consequence an excuse would be found 
 for placing it under the control of the rival American Company, or of its chief promoters, 
 in the illusory hope tliat they would carry it through to completion. 
 
 Your Committee fail to find an adequate reason for asking the Interoceanic Company 
 to part with its individuality, 
 
 The public everywhere evince confidence in it as it is. 
 
 Assurances have been received from every Province in the Dominion (except 
 Manitoba), that the quota of stock allotted to each by the Act of Incoqio ration would b» 
 subscribed, and in some of the Provinces nuich more than such allotted quota would be 
 taken. 
 
 In this way all classes of the community would be closely indentified with the 
 great national woi'k, and the fulfilment of ?!uch assurances would vastly strengthen the 
 Company in its negotiations in England and on the continent of Europe. 
 
 By entrusting the execution of the Pacific Railway to the Interoceanic Company, 
 the government will, in eflect be dealing with the representatives of their own people. 
 
 Th^^y will be assui-ed of the application of every dollar and ever}' acre to the sole 
 object which Parliament contemplated in granting tlie subsidies, and that the lands will 
 not be permitted to pass under foreign control, or be held back from settlement for yeai'S, 
 oi" until those of the Northern Pacific Railway Company are occupied. Your Committee 
 cannot avoid drawing attention to the fact, tliat the promoters of the line — which is our 
 nearest rival route — the gentlemen with whom Sir Hugh Allan has been acting, depend 
 wholly upon the sale of their lauds for means to construct that railway. It is, therefore, 
 of extreme importance to the promoters of that line, the Northern Pacific, to get control 
 of the Canadian lands (which almost equal in area England and Scotland), and to retard 
 theu' settlement until their own are disposed of. 
 
 No more suicidal policy could be pursued by the people of Canada than to allow 
 their i-ivals to have such an interest in this national undertaking, as would virtually 
 transfer to them the owncrshij) and control of 50,000,000 acres of Canadian Territory ; 
 would invest theni with the direction of the immigration policy, which must be inaugu- 
 rated for the settlement of those lands ; confer upon them the power to influence the 
 construction and progress of the railway ; and grant to them, in perpetuity, a monoply of 
 the traflic over the Canadian, v/hich is the shortest and best Trans-continental route. 
 
 Your Committee firmly believe that amalgamation means the admission of this 
 rival United States interest into the organization of the Canadian enterprise, and that 
 once admitted and wielded for one object, it would speedily master the divided an I 
 weakened Canadian rej)i-esentation, Tlioy consider that this danger far outweighs any 
 possible advantage that could result from union witJi Sir Hugh Allan and his associates. 
 They are convinced that the public would shrink from committing themselves and their 
 moans to the undertaking, and they therefore i-espectfully recommend that the Board of 
 Plrectors of this Company iufurm the government that they cannot be partiei to an/ 
 
 1 
 
I I 
 
 
!ti! 
 
 i % 
 
 i 
 
SB 
 
 amalgamation with the Canada Pacific Company, b'.it arc proparod forthwith to enter 
 into arrar<|ements on behalf of the Tnteroceanic Company for the construction and 
 working of the Canadian Pacific Eailway. 
 
 All of which is submitted. 
 
 (Signed,) D. L. Macpherson. 
 :, , .. . ft. . W. Shanly. 
 
 „ W. H. HOWLAND. 
 
 (Signed,) C. H. Fairweathkk. 
 „ Fred. Cumberland. 
 
 After discussion of the foregoing report, the following resolution was carried 
 unanimously : — 
 
 "That the report of the Executive Committee, just read, be approved and adopted, 
 " and that the President be requested to transmit a copy of the same to the government, 
 " as setting forth the reasons of this Board for declining amalgamation with the Canada 
 " Pacific Railway Company." 
 
 A true extract from the Minutes of the Provisional Board of the Interoceanie 
 Railway Company of Canada. 
 ;. j^5 : V' (Signed,) John Hague, 
 
 Provisional Secretary. 
 
 Toronto, Sept. 28th, 1872. 
 
 Ottawa, 7th October, 1872. 
 Sir, — I am directed to acknowledge the receipt of your letter of the 28th ultimo, 
 and inclosures, informing this department that the Interoceanic Railway Company of 
 Canada declines its amalgamation with the Canada Pacific Eailway Company, as proposed 
 by the Government, and intimating that the company is prepared to enter into arrange- 
 ment for the building and working of the Canadian Pacific Railway. 
 
 I have, (C'c, 
 
 .-,!.:.. .\-,i-\r '.-;., ,: E. PAKBNT, .. " -' > 
 
 Under Secretary of State. 
 Hon. D. L, Macpherson, 
 
 President, Interoceanic Railway Company, ' 
 
 Toronto. 
 
 Memorandum of the Executive Committee of the Interoceanic Railway Company of Canada 
 upon the Mem,orandum submitted to the Government hy the Executive Cominitlec of tltc 
 Canada Pacific Eailway Company, dated liith October, 1872. 
 
 The undersigned, the Executive Committee of the Interoceanic Railway Conuianv 
 offer their acknowledgments to the Honorable the Privy Council, for cornmunicatimr 
 to them the memorandum of the Canada Pacific Company upon the communication 
 addressed to the goveriunent by the Interoceanic Company, on the 30th September last • 
 setting forth their reasons for declining amalgamation with the Canada Pacific Company. 
 
 
 Department op Secretary of State, 
 
 Ottawa, 16th October, 1872, 
 Sir, — I am directed to transmit to you the enclosed copy of a " memoranduni of the 
 Canada Pacific Railway Company," upon the statement submitted l)y the Interoceanic 
 Railway Company to the Government of Canada. 
 
 .!-;>- ,:^-,;^s '■■:,■"'■*■■ 1 have, (tc„ , > ,■, ■-.3 .'_.:■■;. ■^^-v-,;-, 
 
 - -: K- Parent, I 
 
 Under Secretary of State. 
 Hon. D. L. Macpuerson, , •; ■ ^ 
 
 President, Interoceanic Railway Company, ! ^> ^ -■*... 
 
 Toronto. ■.,.:,._.;;_,.... .^. :,..•..,. ^.. ,;. ....k, ,, ,.;,,^v'. 
 
 >.' 
 
 
34 
 
 The undersigned beg to say tliat when 
 
 transnuttmg 
 
 f Si 
 
 ! 
 
 
 that .statenunit to the 
 Government, the Literoceanic Company had no intention of entering upon a controversy 
 with the Canada Pacific Company through the medium of the Covernmciit. But they do 
 not regret that tlie Government saw fit to connnuuicato it to the (Janada Pacific Company. 
 The oljject of the Interoceanic Company was merely to communicate, frankly, to the 
 Govei-nment ths reasons which prevented their complying with the request of the 
 Government to amalgamate wit!) that comj-'any. 
 
 The Interoceanic Comi)any decided against amalgamation after mature deliberation, 
 and under the firm pei'suasion that they were acting in the true interests of the country. 
 The undersigned will now ])roceed to comment brieily upon the memorandum of the 
 Executive Committee of the Canada Pacific Company. 
 
 The undersigned observe that the Committee of the Canada Pacific Company profess 
 to concur fully in the opinion wliich the Interoceanic Company holds, namely that the 
 importance to Canada of the Canadian Pacific Railway being owned and worked 
 pre-eminently as a Canadian enterprise cannot be exaggerated. It is matter for regret 
 tliat tlio Canada Pacific Company, or its cljief promoter, did not always entertain this 
 opinion ; had they or he done so, it is probable the Interoceanic Compaiiy would never 
 have sought incorporation. 
 
 The Committee of the Canada Pacific Company seem anxious to establish that the 
 ]5romoters of that com]iany are more Canadian than the promoters of the Interoceanic 
 Company, because the draft Charter, as originally submitted to Parliament by the former 
 company, provided that all tlie Directors should be British subjects, while that of the 
 Interoceanic Company only i-eqnired that a majority should be so. The undersigned must 
 express surprise that any importance should seem to be attached to what is manifestly 
 unimportant, if not, positively trivial. To make the company really Canadian it is 
 necessary that the greater part of the stock should be bona Jide held by Canadians and 
 British subjects. 
 
 It was the purpose of the Interoceanic Company to secure that object, and it once 
 secured they saw no reason for excluding any class of their fellow-citizens, whether native 
 born or alien, from partici])i.ting in the management of the com])any. 
 
 Shareholders have the power to control the policy of companies ; Directors are 
 merely their agents or deputies to cany it out. If Canadians hold honajide a controlling 
 aaiount of the stock of the Canadian Pacific Hailway, they will see that the Directors, 
 whatever their nationality, manage the undertaking fox' the advantage of the Shareholders 
 and of Canada ; but if a controlling portion of the Stock is held by citizens and residents 
 of the United States interested in a rival railway, they will see that their Directors cany 
 out their policy legardless of Canadian interests, even if the law required every member 
 of the Board to be a British subject and a resident of Canada, under such circumstances if 
 any of the Directors prove too patriotic to give effect to the designs of the foreign 
 shareholders, they will be; removed and more subservient men elected in their stead. 
 
 The Committee of the Canada Pacific Company argue, at great length, that under 
 their proposal for amalgamation it would be impossible to alienate any portion of the 
 j)ublic subsidies I'rom the purposes for which they weie intended, and that an attempt to 
 alienate them, if made, would result in a forfeitui-e of the agieeiuent. 
 
 The iindersigned see no force or weight iu this argument. But even if it has some 
 force, as far as it applies, it would be of little moment ; for desirable though it be tiiat the 
 advantages resulting from the construction of the railway should insure to Canadians, yet 
 these advantages are insignificant when compared with those that would follow the 
 ownership of the road after completion, viz : the possession of a vast territory in the heart 
 of the Dominion, and the control of a large trans-continental traftic. 
 
 The undersigned regret that the Coumiittee of the Canada Pacific Company, while 
 admitting the i-espectability of the Directors of the Interoceanic Company from the 
 Province of Quebec, should have made three of those gentlemen the subject of invidious 
 attack. The gentlemen referred to are too well known, at home and abroad, as successful 
 merchants of high character and wide iniluence, to require any vindication from this covert 
 
 I 
 
 I 
 
35 
 
 ; to tho 
 ntrovcrsy 
 it they do 
 Uompany. 
 ly, to the 
 St of the 
 
 ibeiation, 
 
 country. 
 
 un of the 
 
 ly profess 
 that the 
 cl worked 
 for regret 
 rtain tliis 
 uld never 
 
 I that the 
 tei'oceanic 
 he former 
 lat of tlie 
 gned must 
 manifestly 
 lian it is 
 dians and 
 
 id it onco 
 her native 
 
 •ectors are 
 controlling 
 Directors, 
 areholders 
 1 residents 
 itors carry 
 y member 
 nstances if 
 lie foreign 
 stead, 
 that under 
 ion of the 
 attempt to 
 
 has some 
 je that the 
 adians, yet 
 follow tho 
 1 the heart 
 
 my, while 
 from the 
 [" invidious 
 i successful 
 this covert 
 
 and unwarranted attack. Ihoy compare fovorably with any gentlemen upon the 
 Provisional Board of tho Canada PaciKc Company, or any other Board of Directors in the 
 Dominion. 
 
 The undersigned do not know what is referred to in the following e.\.tract from the 
 memorandum of the Committee of the Canada Pacific Com[)any : — " And as to tho other 
 gentlemen whose names appear in tlie Bill of tho Interoceanic Company, but who 
 did not take part in that meeting, the well-known circumstances of their reception into 
 that company ])revent tho expectation tliat they will exercise any iniluence in its favor." 
 
 If the insinuation is intended to charge that the names of any gentlemen wore 
 introduced into the Chai-ter of the Interoceanic C'ompany, either as Provisional Directois 
 or Corporators, without their knowledge and consent, the undersigned meet that charge by 
 the most unqualified denial. Of tlie one hundred and seven names which appear in tho 
 Charter of this Company, no name was placed there except at tho solicitaticm or with tho 
 ] )erraLssio,.i of the gentleman named ; but the undersigned have been given to understand 
 tliat of the eighti:en names wliich appear in the Chartui' of the Canada Pacific Company, 
 more than one, and that too of the moK* influential among them, were used without 
 permission. 
 
 The Oommil.tee of the Canada Pacific Company deny, in most distinct terms, tluit 
 that Company have in any way interfered in ])olitics. 
 
 The undersigned can only assume that the Committee desir ) to state that no 
 interference in politics took place under authority of a formal resolution of the Provisional 
 Directors of that Company. 
 
 The public press has made the whole country aware of pressure having been 
 brought to bear upon tho Government by 8ii- lEugh Allan during the Montreal election. 
 
 On the eighth day of August last, Sir i i ugh Allan delivered a pulilic speech, of which 
 a report appeared in the newspa^wrs ])ubli ;hed on the following morning. Sir Hugh then, 
 as now. President of the Canada Pacific Company, in that speech, referring to the 
 contract for that enterprise, declared tJiat he had received pledgees froin Sir George 
 (Jartier which were entirely satisfactory to him. His own woi'ds were : " I have every 
 rea.son to be satisfied with what Sir George has done." Unless it can be shown that the 
 Provisional Directors of the Canada Pacific Company disapproved of and annulled the 
 agreement or arrangeuKsnt which Sir Hugh Allan, their President, declared he had 
 concluded to his own entii-e satisfaction, the undersigned submit that the Canada Pacific 
 Com])any must be held to be parties to that agreement. 
 
 The undersigned consider that it would have l)een proper in tho Canada Pacific Com- 
 pany, to have communicated that agreemeno to the Interoceanic Company when propos- 
 ing amalgamation. 
 
 The Interoceanic Company have at all times studiously avoided everything calculat- 
 ed to arouse sectional feeling, and have always held that all trafiic intf^nded for tho iNIari- 
 time Provinces and for sliipment to Europe, vut the St. Lawrence, sliould go by Montreal; 
 but they have likewise held that the interests of the Railway Company and of the Do- 
 niirion roquins that the locatioii of tho Pacific Railway shall be as near the settled and 
 tax-))aying Districts of Ontario as the reasonable directness of the line to tide-water may 
 ]>ermit. AVhile the Interoceanic Comjjany have avoided all sectionalism, it will be noticed 
 l)y those who may read Sir Hugh Allan's si)eech already referred to, that he unfortunate- 
 ly excites it, and to justify his doing so, advances the extraordinary doctrine, that those, for 
 the transport of \\hose products and merchandise railways aro constructed '-have a less 
 direct interest" in theii- location and economical construction and running them tliose 
 who have merely tho handling of the property at a port of trariShipnient. 
 
 The Committee of the Canada Pacific Comi)any admit that negotiations were carried 
 on between Sir Hugh Allan and certain American Capitalists for tlio formation of a Com- 
 l)any to construct and run the Canadian Pacific Railway, but they say " that thi3 nego- 
 " tiation was not initiated by Sir Hugh, but was commenced and supported by influential 
 " persons in Canada, as being tho only combination that oflfered itself at the timo for tho 
 " construction and running of the road, and they are satisfied that that negotiation never 
 
3C 
 
 ! < 
 
 '•possoBsod the cliaracter attvibiitod to it Uy tho Tnteroceauic Company, and that they 
 " know Sir Hugli Allan would never have consented to (mibark with foreign capitalistH 
 '•■ in a (Janadiau entori)riso, in wiiich las takes ho great an interest, without the most per- 
 •' feet securities and guarantees for its control iind conduct in the interest of (!iinada." 
 
 If, as may bo implied from tho above, Sir Jlugli Allan ])rovided "securities and gua- 
 rantee:!" for the control of tho Railway by (-\nuulians, the undersigned submit that the 
 production of the agreement Avould be the satisfactoiy mode of enabling the Government 
 and country to judge of their sufficiency. 
 
 They must add, however, that in the oj)iniou of the Interoceanic Company, nothing 
 short of tlie ownership ot the undertaking by Canadians woidd afford real security or 
 guarantee for its control and conduct in tho interests of Canada. 
 
 Tho undersigned ai'o Jiot aware who the inlluential gentlemen ai(> to whom the Com- 
 mittee refer. They jievcr heard any influential gentleman named «.s having negotiated 
 with American capitalists except Sir Tlugh Allan himself. The Committee of the Cana- 
 da Pacilic Company declare that their company " never pari icipatod in the negotiations 
 *' referred to, and never considered or entertained any proposition, suggestion or intention 
 " of asking aid from American capitalist'!, or of combining with them for the prosecution 
 " of the liailwiiy or for any other purpose. The oidy negotiations they have carried on 
 " arc those already alluded to with British capitalists, and they liave never even commu- 
 " nicuted on the subject of tho Railway with any outside Canada or Gre:it Bi-itain." 
 
 The undersign(;d confess that this statement surprises them, and they Jiave reason to 
 believe the American cai)italists with whom l^ir Hiigh Allan has been negotiating would 
 be equally surprised if they had communication of it, but the undersigned assume that 
 the lllxecutive Committee only mean it to be undei'stood that tho Ciinadian Pacific Com- 
 pany did not authorize, by formal resolution of the Directors, any negotiations with capi- 
 talists in the United States. While iiccepting the denial made on behalf of the Canada 
 Paciiic Company, tlie undersigned assume as iliey have already stated, thiit it is not in- 
 tended to apply to the acts of their President, for the undersigned learn from one of the 
 ])romoters of the Interoceanic Company, who has had the op])ortunity of communicating 
 with gentlemen in the United States who were parties to and interested in the arrange- 
 ment made with Sir Hugh Allan, that they consider the same to be still in foice, but that 
 owing to the feeling exist-'ng iu Canada against the (Canadian Pacific Railway being 
 owned by Americans, they, the Aniericiins, Avould not in future be known in the project. 
 
 Tiie American capitalists had been led to expect thiit the amalgamation of the two 
 Canad'au Companies would have been effected in September last. 
 
 The undersigned ai-e given to un<lei'stand, through the same source, that the scheme of 
 the "An)crican" or "AUiin" combination for constructing and running the Railway, is to 
 connect at Sjiult St. Marie, and at Pembina with the Northern Pacific Railway, and iise 
 that line when built betwebu the two points named ; that it is intended to send all the 
 traffic between the West, including British Columbia iind tlie Atlantic cities, by the 
 American liines of Railway, via St. Paul, and sending through Canada only the traffic 
 destined for Europe and the Maritime Provinces. 
 
 This information was obtained by the undersigned about the time the menioriindam 
 of the Committee of the Canada'Pacific C!om])any, under considenition, was written. The 
 undersigned feel bound to communicate it to the Government. It confirms in a remarkable 
 manner the opinion expressed to the Government Ijy the Interoceanic Company, and ji-.s- 
 tities the decision of that Company against amalgamation. 
 
 Tlie correspondent, to whom the undersigned are indebted for this information, uses 
 the following language in commenting upon it, in which the undei signed fully concur: "If 
 *' this (scheme) is carried out, our great national enterpi'ise, instead of being the successful 
 " rival of tho American Company, competing for the Asiatic trade, which is now in its 
 '•'infancy, and building up the Dominion as no other undertaking can do, will simply be 
 " the Canadian Branch of the Northern Pacitic Railroad, entirely under its control and 
 " dictated to by it relentlessly." 
 
 The underaigned beg to say that they do not jHeld to any company or individxial in 
 
 \ 
 
▼ 
 
 1 that they 
 capitalists 
 I most pet'- 
 iiiachi." 
 !H and giia- 
 t that tlio 
 oveninient 
 
 y, nothing 
 security or 
 
 1 the Com- 
 negotiated 
 ' tlie Cana- 
 ^gotiations 
 ■ intention 
 rosecntion 
 carried on 
 m counnu- 
 bain." 
 i-eason to 
 ling would 
 iiime that 
 cific Com- 
 with ca])! 
 le Canada 
 is not in- 
 one of the 
 Huiicatins 
 ; arrango- 
 !, but that 
 >vay being 
 le project. 
 )f the two 
 
 sclieine of 
 way, is to 
 , and nse 
 ail all the 
 H, by the 
 he traffic 
 
 loranduin 
 
 ben. The 
 
 inarkable 
 
 and jiis- 
 
 fcion, uses 
 acur: "If 
 uiccessful 
 ow in its 
 iiniply be 
 ntrol and 
 
 vidual in 
 

 I; 
 
 il < 
 
 \ b 
 
 II 
 
37 
 
 tt«>. earne«t desire to pi-omote the earliest ])0{isihle construction of tlio Ciinndian Pacific 
 Railway compatiMo with its hoini^ a Htrictly Canadian and British enterprise, and the 
 Canadian I'acific Company cannot more sincerely than the undersigned, desire to aid the 
 rfovernmont in carrying out this great national undertaking. It would however be doing 
 the Government poor service to agree to amalgamation uidess tlio Tnteroceanic Company 
 l)elieve that the Amalgamated Comj)any would constitute a distinctively Caiuidian Company 
 of auflicicnt strength to carry the undertaking to a successful issue. The \indersigned are 
 of opinion that amalgamation with the Canada Pacific Company would not lead to this 
 result. They deem it their duty to state to the (jlovernraent that in their opinion the ad- 
 mitted negotiations of Sir Hugh Allan with gentlemen in the United States, resulting 
 in an arrangement or understanding which is con.ndered opposed to Canadian interests', 
 and wliich the undersigned, from information in their jjosaossion and referred to ahove, 
 have roason to believe is still substantially existing, will continue to cause the Canadian 
 peoyde to view with suspicion, and prevent their subscribing .stock in any company in 
 which Sir iliigh Allan and his associates appear controlling jjarties. The undersigned are 
 of opinion that this ftieling instead of being confined to a liinittid circle, as the Committoo 
 of the Canada Pacific Company allege, will be found to influence the people of the whole 
 Dominion. 
 
 The undersigned venture to remind the Government that Books for applications for 
 Stock in the Canada Pacific Company have beea open for months at the Capitals of, and 
 largo Towns in, all the Provinces of the Dominion. 
 
 The Pacific Company have thus had the best means of ascertaining the favour with 
 which they are regarded by the capitalists and peoj)le of Canada. 
 
 It is somewhat surprising that tlieir Committee c'o not, in their memorandum, inform 
 tlie Government what amount of Stock has been applied for and subscrilied up to a given 
 day, say to the first day of October last. Instead of doing so the Committee's Memoran- 
 dum is conspicuou.sly silent in respect to the countenance and aid their Company expect 
 from Canadian sources. 
 
 From this silence, were it not for their repeated pi-otestations that their Company 
 would be pre-eminently Canadian and British, it might fairly be assumed that the Direc- 
 tors had little or no expectation of making it so. For the reasons given above, and those 
 stated in their communication of the I'Oth September lust, the undersigned on beludf of 
 the Interoceanic Company feel themselves under the necessity of agnin declining amalga- 
 mation with the Canada Pacific Company ; but they beg to reiterate, that from the assu- 
 rances they have received from capitalists in this and tlio other Provinces and in England, 
 the Interoceanic Company, as an independent organisation, can undertake to construct and 
 run the Pacific Railway in the full confidence of carrying the work successfully to com- 
 pletion, through the instrumentality of a Canadian and British Proin-ietary. 
 
 All of which is respectfully submitted. 
 
 (Signed,) D. L. Macphkhson, (Signed,) C. H. Fairweathek, 
 
 „ W. ShANLY, ,, W. H. HOWLAND. 
 
 Office of the Interoceanic Railway Conipanv of Canada, 
 Toronto, 25th Nov. '1872. 
 
 I certify that the foregoing is correctly copied from the minute book of the Inter- 
 oceanic Railway Company. 
 
 (Signed,) John Hague, 
 
 Provisional Seci*etary. 
 Toiouto, 25th November, 1872. 
 
 Department of the Secuetart of State, 
 Ottaava, 2:.id October, 1872. 
 Sib, — I am directed to forward you the enclosed Copy of an Order in Council on the 
 subject of the correspondence between the Government of Canada and the Executive 
 
H 
 
 88 
 
 (Jomniittoo of tho ProviHiontil Directors of the contemplated Interoceanic Railway Oom 
 pany, relative to tho CanatUuu Pacilio Unihoad. 
 
 I hav(> tho lionor to ho, Hir, 
 
 Your obedient servant, 
 
 E. Pa KENT, 
 
 Under Secretary. 
 Hon. D. L. Macpiieuson, 
 
 President, Interocoanic Railway (Jo., 
 Toronto. 
 
 Office of the iNTERocEANir Eailwa.' (Company of Canada, 
 
 ToiiONTo, 2r)th Octoher, 1872. 
 Sin, — I have the lionor to ackiiowledj^'t! I'ocoipt of a Copy of an Order in Council on the 
 sulijoct of tho corrospondonco hetweoii tho Govornment of Canada and tho Rxecutivo 
 Committee of this Company, iclativo to tho Canadian Pacific Railroad. 
 
 I shall take tho earliest opport\inity of layinj( it before the Directors of this Com- 
 pany. 
 
 I have the honor to be. Sir, 
 
 Your obedient servant, 
 
 D. L. Macpherson, 
 Provisional President, Interoceanic R. Co. 
 To tho Hon. the Secretary of Stale, 
 Ottawa. 
 
 Office of the Interoceanic Railway Company of Canada, 
 
 Toronto, 25th October, 1872. 
 Sir, — I have the honor to acknowledge receipt of a copy of a " Memorandum of the 
 " Canada Pacific Railway Company," upon tho statement siibmitt(!d by the Company to 
 tho (Government. 
 
 r shall lay it before the Directors of this Compan}' with as little delay as possible. 
 
 I have tho honor to be. Sir, 
 
 Your obedient sei-vant, 
 
 D. L. Macpherson, 
 Provisional President, lutei'oceanic R. Co. 
 jO Hon. J. C. AiKiNS, 
 
 Secretaiy of State, Ottawa. 
 
 Office of the Interoceanic Railway Company op Canada. 
 
 Toronto, 26th November, 1872. 
 Sir, — I have the honor to enclose a " Memorandujn of the Executive (Jommitteo of 
 the Interoceanic Railway Company of Canada ui)on the memorandum submitted to tho 
 C4overnment l)y the Executive Committee of the Canada Pacific Railway Company, dated 
 12 th October, "l 8 7 2. 
 
 I regret the delay that has taken jilace in transmitliing to the Government the reply 
 of this Company to tho memorandum of the Canada Pacific Railway Comi)any. It has 
 been caused by the absence fi-om Toronto of members of the Executive Committee of this 
 Company, one ot whom is .'still absent in England. 
 
 T have the honor to be, Sii", 
 
 Your very obedient servant, 
 .^•^ - -^-i - ; • ----^- L.^i. -. D. L. Macpherson, 
 
 Provisional Piesidenf, Interoceanic R. Co. of Canada. 
 To the Hon. tlie Secretary of State, 
 
 Ottawa. ' ■ " - '; ,. - 
 
 i 
 
sd 
 
 Office of the Interookanio Railway Company of Cakada, 
 
 TouoNTo, 28th Nov., 187-'. 
 Sir, — I Imvo tlio honor to oncloHO a iiiemoraixhiiii ficii the Executivo Coinniitteo 
 of tho Inu rocciinii! Kailway Cuiiijany, rcft'iriii^' to a ropoit of a Coiuniitteo of tho 
 Honorat)!'' tho Privy (Juuucil, aiiprovoil \>y His KxoelU'iicy the LJovernor (Jeneral on tho 
 IGth (hiy of Dctoljer last, a copy of whicli you trunamitteil to mo for tho information of 
 the Intcroceanio Kailway Company of ('anaiia. 
 
 I regret tho delay that has takijn phiee in tiiinsmitting to the Govornnient tlio 
 accoraimnying memorandum ; it IniH liceii cauHod hy the ab.sence from Tonmto of mom- 
 beru of the Executive Committee of this Comj)any, one of whom is Htill ahsent in Eng- 
 land. 
 
 I have tlie honor to be, Sir, 
 
 Your moHt obedient servant, 
 
 D. L. Macpubrson, 
 Provisional Secretary of tho Interoceanic Railway Co. of Canada. 
 
 To the Honorable the Secretary of State, 
 Ottawa, 
 
 MEMORANDUM. 
 
 Tlie undersigned Executive Committee of the Interoceanic Railway Company of 
 Canada have the honor to state, that they have had under consideration the report ot tho 
 Committee of the Honorable the Privy Council upon the subject of amalgamation of tho 
 Interoceanic Company and the Canada I'acific Kailway Company, ajjprovcd Ijv His 
 Excellency the Governor General in Council on the IGth day of October last, and trans- 
 mitted to the Provisional President of this Company. In reply, the imdersigned l)eg 
 respectfully to state for the information of His Excellency the Governor General, that tho 
 coronmnications addressed to the Government by this Company, on tho 30th day of 
 September List and on the 2r)th day of November inst., fully set fo-th tho reasons which 
 induced this Company to decline amalgamation with the Canada Pacific Kailway 
 Company. 
 
 Tho undersigned deem it unnecessary to re-state those grounds. Tliey will merely 
 add that the promoters of the Interoceanic Company are satisfied that tho amalgamation 
 of that Company with the Canada Pacific Company would not fulfil tho anticipations of 
 the Government, Jjecause, in their opinion, it would not secure the confidence of the people 
 of the Dominion for the amalgamated Company, and that consequently amalgamation, 
 under such circumstances, would bo followed by certain failure wlieu the time arrived for 
 organizing the Company upon a Canadian i)ioprietary basih. 
 
 The principal matters referred to in the report of the Committee of the Honorable 
 the Privy Council having been, as already stated, discussed at length in the two communi- 
 cations above referred to ; the undersigned only consider it necessary to remark upon one 
 other point now, for the firat time, brought under the notice of the Interoceanic Company. 
 
 The undersigned, with the utmost respect, beg to state they gather from the report 
 of the Honorable the Privy Council that the Government impliedly charges the promoter.s 
 of the Interoceanic Company with remissness in not communicating with the Government 
 during the Summer of 1871, and making a proposition for constructing and running the 
 Canadian Pacific Railway. 
 
 The undersigned submit that they do not see how they could have done so before the 
 Government had announced its readiness to receive propositions. 
 
 The Committee of the Honorable the Privy Council furnighes, in the opinion of the 
 undersigned, an answer to this charge, as it appears by the report that when Mr. Wad- 
 dington and his associates approached the Government to tender for the construction and 
 running of the Railway, they were informed tkat the Government was not in a position 
 to enter into negotiations. 
 
I 
 
 \ 
 
 . i '• I 
 
 40 
 
 Should the refusal of tlie Intofoceivuic Comptiuy to iuimlgiuuat(3 result in excluding 
 it from all connection witli the Canadian Pacific Railway; the undersigned and their 
 associates will ntivcrtholess have tlie satisfa'jtion of kuowiui,', that if that great national 
 undertaking remans in Canadian and British hands it will Ue due in no small measure to 
 their elibrts, and that if it should unfortunately fall into foreign and rival hands, it will 
 be through no fault of theirs, but in the face of their most strenuous exertions to avert so 
 gt eat a calamity. 
 
 All cf which is submitted. 
 
 Signed D. L. Macpherson, Signed, 
 ' „ C. H. Faikweatiier, „ 
 
 Oflice of the Interoceanic Railway Company of Canada, 
 Toronto, 28th November, 1872. 
 
 W. Shanly, 
 
 W. H. HOWLANU. 
 
 { 
 
 h 
 
 it 
 
 I certity that the foregoing Memorandum is correctly copied from the Minute Book 
 of tho Interoceanic Railway Company of Canada. 
 
 (Signed,) JoH^f Hague, 
 
 Provisional Secretary. 
 Toronto, 28th NoTember, 1872. 
 
 i - ; 
 
 Department of Srcuetary of State, 
 
 Ottawa, 2nd December, 1872. 
 Sir, — T have the honor ^u acknowledge your letter of the 28th ultimo, enclosing a 
 Memorandum from the Executive Committee of the Interoceanic Railway Company, 
 referring to a Report of a Committee of the Honorable the Privy Council, dated 16th 
 October last. . 
 
 Youi's, (tc, tkc, 
 
 E. Parent. 
 The Honorable D. L. Macphersok, Senator, 
 
 Toronto. 
 
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