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Les diagrammes suivants illustrent la mAthode. i errata d to It le pelure, pon A n 32X 1 5 YIIatd C'/>/^ -*a»^< rrtiE Canadian Pacific Railway COMPANir. BY-]LA^\^S. OTTAWA: I'rluted by MacLean, Roger & Co., WolUugton Street. 1881. -i-^**»fbM ' \\i i i ii V tllg W ii ijj^ yM iW Bi tf i t i II I i <^tfcab.^\.' . J. i T,,A'4t g»!.*>a;iagJi^ ' BY-LAA\^S. At each annual meeting of Shareholders a state- THE SHAREHOLDERS. 1. At all meetings of Shareholders the President, in his absence the Vice-President, and in the absence of both, some Shareholder appointed by the meeting, shall take the Chair ; and the Secretary, or, in his absence, some Shareholder appointed by the meeting, shall act as Secretary. 2. raent of the affairs of the Company shall be submitted to the Shareholders by the Board of Directors. 3. A special meeting of Shareholders may be called at any time by the Board of Directors; or by the Presi- dent or any three 1 'irectors, on the requisition in writing of Shareholders holding one-fourth of the shares of the stock of the said Company. 4. Notice of every meeting of Shareholders shall be given in the manner provided by the charter — and also by a notice, signed by the Secretary, and posted to each Shareholder, addressed to him at his ordinary residence, which notices shall be so posted on or before the day of the first publication of the adveitisement of such mt^eimg in the Oinadn Gazelfe ; and if the intended meeting of Shareholders be a special meeting, the notice shall specify in g.neral terms the nature of the business, for the transaction of which such meeting is called. TFfE RUAHD OF niHECTolIS. 5. The Board of Directors shall be nine in number, and shall be qualified as provided by the charter ; and at the first meeting of the Board of Directors after each election, they shall elect from their own number a President and Vice-President for the ensuing year. . 6. The Board of Directors shall appoint a Treasurer and a Secretary,and such other olHcers and agentsas they may deem necessary for the transaction of the business a-A o >o O 1 of the Company. And they may from time to time appoint such other of&cers, agents and assistants as the business of the Company may require, whose duties shall be defined by, and who shall hold their respective appointments during the pleasure of, the Board. 1. The Board of Directors shall meet without notice on the first Wednesday of each month, at one o'clock p. m., at the principal office of the Company ; but, if such day should be a public holiday, such meeting shall be held on the day following. And, at any such monthly meeting, business may be transacted by a quorum of the Board in the same manner and with the same validity as if such meeting had been specially called and notice thereof duly given. 8. The President, or any two of the Directors of the Company, may at any time call a special meeting of the Board, to be held at such time and at such lawful place as shall be mentioned in the notice of such meet- ing. And the object of such special meeting shall be stated in a summary manner in the notice calling the same. 9. The business of the Company may be transacted, and the Board of Directors and the Shareholders of the Company respectively may hold meetings for that purpose within the meaning of the charter, at number eighteen, Parliament street, in the city of London, in England, or at such other office or place of business in the said city of London as shall be from time to time appointed by the Board, and men- tioned in the notices to be given of sui^h meetings re- spectively ; and all By-laws enacted, resolutions passed, and business transacted, at any meeting or adjourned meeting of the Board of Directors, or of thi^ vShar(»- holders, held at the said place, or at any other place fixed in conformity with this By-law, shall be as valid, and as binding upon the Company, as if such meetings respectively were held at the chief place of business of the Company in Montreal. 10. Notice of every special meeting of the Board of Directors to be held at Montreal, specifying the time and place of such meeting, and intimatinsr in general terms, the business to be dealt with thereat, shall be J to time (ants as duti«'s [pective notice I o'clock but, if leeting- y such by a ith 'the ecially of the ling of lawful I meet- iall be ni! the sac ted, olders etiiigs lartei', I the See or all be meii- gs re- issed, iriied haro- place ^aiid. tings iuess •d of and leral I be given by the Secretary, or by any two Directors, by circular, addressed to the last known domicile of each Director resident in Canada or the United States, and to the last known domicile, in Canada or the United States, of the proxy (»f each Director resident elsewhere; or to any address regis- tered with the Secretary ol the Company by any Director, for tb .' purpose of such notices ; such circular to be mailed, with thi' postage paid thereon, at least four clear days Oefore such meeting. 11. Notice of every meeting of Directors to be held at any place in the city of London, in England, shall be given by a notice signed by the Secretary of the Com- pany, and posted to each Director, addressed ^o him at his ordinary residence, or at any other place to which he shall have notified the Secretary in writing to ad- dress such notices; and if all the Director.s are then in Europe, or if those absent from Europe have nofilied the Secretary in writing of an address in Europe to which such notices may be sent, sueh notices may be posted at any time not less than four days before the day fixed for such meeting. But otherwise, if such notices be issued at Montreal, they shall be so posted at least twenty-one days before the day fixed for such meeting; or if they shall be issued at London aforesaid, they shall ])e post- ed at least one calendar month ))el')re the day fixed for such meeting ; and such notice shall s])ecify in gene- ral terms the nature of the business, for the transaction of which, such meeting is calb'd. 12. The proceedings of the Board shall be rec^orded by the Secretary in a minute book kept for the purj^ose. The readimy and consideration of the minutes of the last previous meeting of the Board shall be first in the order of business at every meetino- of ihe Board ; and, upon the confirmation of such minuies, with or without amendment, the presiding Dire* tor shall sign, and the Secretary shall couutersigii. the same 13. The business of the Company, during the intervals of the meetings of the Board of Directors, shall be trans- acted by the executive officers of the Company, \vith the advice and under the direction of the Jflxecutive Committee, who shall perform th^ j .• fe^gnated ; and select c"mm?ttee; n," T '•^"•""'"ft-r . *•*• -AJi books, account*! lof^. »i'wiai purposos. >nj to the business of the Co^^^^^^ ""^ '"'"™ "Pl'^t.nn- officer agent, or emp „yee oX?'. '" >""''<^^'o'' of . t^mcs be open and subfeci to fh .^ "'"''"."y' «hail nt all member of the Board of nt ""'"ninatioii of „„!' exmuive officers, and,. ifuSc^:'::^ and also ol' Z api ertanimg, received bv the S„ f °""*'' m»n so '''" "' ^"'"""'^'' '» '"e vi-r^ 'XKrJjrr. after each a„niial meeting of 1 P'r^^^'-^^^niiaJIv hold olfico until the next -nn '^^'^^^oJ^ers, and shl j „ ■uiiiication of their .i„c ■ "' "le fioar moetmg thereof. And (br /h".''^' ""e Board at th?K cU^;^r'"^'"-''»^hal"a'te"dTh''' '°°'^' ""'" »i<"ora, orjt.;'':">er mo,u„l "o"r ^ !,"':' °' ','": "-^ busiiiess at .., "ni'mtes h'Um l/ . ' ?'!'' ">e con- , ,'«■ Thfdut :j„rtt r''"^ '" "'"^ "' iollows- Tr. "'' J-'Xeciuiv..r'. . ^^■"^^^^i^r^^^lai?" ^" ^uih bS:^^^^>^^nbeas spmal Committor, and al 1 ■'^'! '" ""^ •^"- -"ici all receipts and di«- ereinaftpr >ard may, >so.s. PP^rtain- 3» of any a]J at all 1 of any > of the iI)ors so ■easnivi', ident. Pngs bursements ; to devise the necessary ways and means to meet all payments as they become due ; to audit and certify all accounts for thiM-xpensos of the general office of the Company ; to supervise the books, accounts and vouchers of the Company, and to give directions, as far as they shall deem neressary, as to the manner in whirh the books, accounts, &c., shall be kept ; to examine at least once a month the accounts of the Treasurer, and to report the results of such examinations regularly at each monthly meeting of the Board, ('Y oftcner if they think proper ; and to examine and pronounce upon all contracts negotiated by the executive officers of the com- pany, before b-iug executed, except in cases wh-rc the same have been previously referred to a special com- mittee or to an officer oi the company, with power to dispose thereof PRESIDENT AND VICE PEESIDENT. Vl. The President shall be the chief executive officer of the Company, and exercise general control over all its affairs, its officers and employees, and cause the business of the Company to be duly and efficiently carried on, in conformity with the Charter and By-laws, and with the directions of the Board. He shall preside at all meetings of Shareholders. He shall sign all con- tracts, agreements and documents approved by the Board, except where the execution of such instruments is otherwise provided for by them. He shall counter- sign all cheques drawn by the Treasurer for $100 and upwards, and in case of the absence or inability of the Treasurer, he shall sign cheques to be counter- signed by the Secretary. He shall sign all scrip certifi- cates of stock or shares. But no deed of sale or con- veyance of any real property of the company shall be made, until it has been expressly authorized by vote of the Board of Directors ; excepting always lands granted to the company and intended for sale, which lands shall be sold and conveyed according to the regulations in that behalf made. And he shall perform such other general or executive duties, not otherwise provided for, as usually devolve upon the presiding officers of incorporated companies. JS- The I'residcMit slinll i, ranvnco ol' th,. Ex^LtU i^"'"' ''»«'«"•. with th.. . ;".e.« during tho^ ZS: „^°r "•"••■. '" '^g»«at e:,';" 'hall contain'^ 'tfr""' ''"ofa onhe Uo"^ '" *'"^ Com- 'Weif to th.n- '*''"'«"'« .and to m.t ^""""ts of all Board. He sh^r <"■« "' each moShl"*"*""*"' "'Ports *>■• all monevs ! ^'^^ P~P»'' "ceh,t^„*r'i"ff "f 'he proper rec47/'^«".ved, and shairtafce "'' j^'^^^arges 23. The tII ™S'harffes for»II „ *"*' preserve ^- v.j,o leceived hv r.^ e \ .^««He to be W thrchtr" ^2""»'ttee ii I """d of Dire^t^s P«>»ey as^t^^fTe^^^'^dyo? t'iXt-. ^! ^''''" 'nspection rL ^ Company snh,^ * receivable and EiecntiveSv?-.''/ ""^ Board tor, I ?"'"''*• <"• by any "^'^^^^PanyaTCrtSrett^herethefands ^ith the con. ogotUtv con- ?^ the J3oa,(l "1 i)rovi(Ie(l' at any time le lioard oi- ?rem])Joyee tne Board, »d the cause Presidenl, -tors with-' tention to «i;s, ill ,he JciaJ meet- h sure tit's * hy the nder the nittee, to ie Com- r, which s of alJ ^ reports ?of the charges reserve lade. Bd the J Com- fectors ? shall le and les to V any 7 the unds )the 9 order of the party entitled to the payment to be made, which cheeks, except for the payment of interest or dividends on bonds or stock, shall be signed by the Treasurer, and countersigned by the President or Vice- President, or by the Chairman of the Execniivt; Com- mittee, when the amount is $100 or upwards ; or, in case of the absence or inal>ility of the Tiva.surer, shill be signed by the President, and countersigned by the Secretary. 25. No payment shall Ix- made unless the san has been previously authorized by the Board of L.iectors or the Execi^- r Committee, except upon the written order of the President, or the Chairman of the Execniive Commit tee. 26. The ordinary negotiable obligations issued ])y the Company shall be in the !orm of draft), drawn or signed by the President and accepted by the Treasurer. And the Treasurer shall also accept drafts drawn by other parties whenover instructed so to do by the Board or the Executive Committee, or upon the written order of the President or the Chairman of the Executive Committee. 27. For the payment of dividends on stock and shan's, and interest coupons on bonds, ho shall cause special deposits to be made, and separate account and check books to be kept. All such payments may be made by checks drawn by the Treasurer without counter- signature ; and all coupons, when paid, shall imme- diately be defaced or othewise cancelled, and shall be afterwards dealt with as shall be ordered by the Board. SECK'ETAl.'V AN'1> OTIIEK (>FFI« 'KI.'S. 28. The Secretary shall be the active executive officer of the Company under the President. lie shall attend all meetings of Shareholders and of the Board, and shall record the minutes of all their proceedings at length in books provided for the purpose. He shall attend the meetings of the Executive Committee, keep the record of their proceedings, and submit the same to the Board at each meeting thereof. He shall be the Custodian of the corporate seal of the Company, and shall affix the same to all contracts and other documents approved 10 and ordered by the Board to be executed. He shall have charge of all the minute books, contracts, deeds of conveyance, and other documents of the company, and of thoir archives generally, also of all reports and communications to the Board of Directors, and of the correspondence of the Company generally. 29. The vSocretary, under the directions of the Presi- dent, shall conduct all such correspondence as does not pertain or refer more particularly to the business in charge of the Treasurer. He shall also perform such other duties as shall be required of him by the Board of Directors. He shall give the requisite notices of the time and place of all the meetings of the shareholders, of the Hoard of Directors, and of the Executive Com- mittee. 30. The Secretary shall give bonds to the Company, for such amount and by such sureties as shall be approved by the Directors, for the faithful performance of his duties And all officers and agents of the Com- pany, who by virtue of their office shall receive or disburse money on account of the Comj^any, shall give bonds in such amount and with such security as shall be approved by the Directors, for the faithful perform- ance of their duties respectively. 31. The Secretary shall be the registrar of transfers of shares, stock and bonds, and for that purpose shall keep the accounts of the shares, stock and bonds registered and transferred, in such manner and form as the Board of Directors shall from time to time prescribe and approve. 32. All other officers and employees of the Company shall perform such duties as shall be imposed upon them, and shall have such powers as may be specially given them by the Board of Directors or the Executive Com- mittee. 33. The Directors may appoint a person to act as Secretary of the Company in the said city of I^ondon, England. And such official shall be styled the Deputy Secretary of the Company, and he shall perform all duties required to be performed in the said city of London, which appertain to the office of Secretary. 11 Presi- oes not ness in I such Board of the olders, riom- I8SUE AND THAXSFElf OF SHAKES AND STOCK-FOKM OF CEIITEFICATES. 34. The certificates for shares of the capital stock shall be numbered in progression , beginning with number one. Each certificate shall be designated by its num- ber, and shall be entered in a book called the " Register of Shareholders." and re-ontered therein, from time to time, as changes may occur in ownership, or new certifi- cates be issut'd. ^uch entries shall comprise the names of the Shareholders, thoir plncos of residence, and the number of shares to whicli each ol" them is entitled. 85. K;v\i Shareholder shall be entitled to a certificate of stock for each share belonging to him, for which full payment has been made. The foi-m of such certi- ficate shall be as follows : — The Canadian Pacific Railway Company. No. It is hereby certified that is the owner of paid up shares in the capital stock of the Canadian Pacific Railway Company, transferable only on the books of the Company, subject to the provisions of the Charter and By-laws, and on production and surrender of this certificate. And upon .-..cii transfer being lawfully made, and this certificate surrendered, the transferee will be entitled to a new certificate in his own name. Witness the hands of the President and Secretary, and the seal of said Company, at their office in Mon- treal, Canada, this day of , A.D. 18 Prendent. [L.S.] Secrelari/. 36. All transfers of shares which may be lawfully made shall be so made in the Transfer Book ol the (\>mpany under the supervision oi the Secretary ; and the said Transfer Eook shall be kept by the Secretary at the chief place of business of the Company. But until the com- pletion of the works which the company have contracted to do for the Government of Canada, no transfer shall be recordtid in the Transfer Book, except under a special : i order of the Board of Directors ; and if so made shall ber absolutely null and void. And until such completion, any shareholder desiring to make a transfer of his shares in the Company, or ol any of them, shall give notice to the Secretary of his desire so to do. and of the name and residence of the intended transferee ; and the Secretary shall lay such notice before the Board of Directors ; and they shall determine whether such intended transfer shnll be recorded and recognized, or whether the same shall be vetoed ; and shall instruct the Secretary ac- ordingly. , ' 37. If such intended transfer is vetoed, the Secretary shall make a note of the intended transfer for the pur- poses mentioned in the Charter, and shall act in respect thereof as provided by the Charter. And any trans- mission of any share or shares in the company, which may be effected otherwise than by transfer, shall be dealt with in like manner. 38. If any certificate of shares shall become materi- ally damaged, the Directors, upon presentation there- of, may order it to be cancelled, and thereupon a duplicate thereof shall be given to the owner. If any certificate be lost or destroyed, then, upon satisfactory proof thereof to the Directors, they may order a duplicate thereof to be issued to the owmer on such terms, for the protection of the Company, as may be reasonable. But in all cases of the issue of a duplicate or substituted certificate, for a certificate alleged to be lost or destroyed, the duplicate shall be void should the original subsequently be presented. 39. Register books and transfer books for shares, stock and bonds, and books for the inscription of preferred stock, shall be kept at the head office ; and the Direct- ors may order similar books to be kept at London, in- England, Paris, in France, at the city of New York, in the United States of America, or at any or all of such places ; and may appoint persons to take charge of them respectively, and to perform such duties in res- pect of them as the Board may from time to time order and direct. 13 40. The transfer books of shares and stock, kept at the office of the Company in Montreal, shall be closed three days before the day of any annual or special meet- ing of snareholders, and those kept elsewhere shall be closed three weeks before such day ; and no transferee of shares or stock shall be entitled to vote by virtue thereof at such meeting, unless the transfer thereof to him has been made, approved, and duly recorded; before the transfer book, in which such transfer is recorded, is closed by virtue hereof SEAL OF THE CO^IPANY. 41. The seal of the Company shall be of circular form and shall contain the words " Canadian Pacific Railway " on a circular scroll, and the words " Incor- porated 1881," in the centre.