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IVIaps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: Les cartes, planches, tableaux, etc., peuvent dtre filmte it dee taux de reduction diffirents. Lorsque le document est trop grand pour dtre reproduit en un seul cliche, il est filmA d partir de Tangle supArieur gauche, de gauche d droite, et de haut en bas, en prenant le nombre d'images nAcessaire. Les diagramriies sulvants illustrent la mithode. 1 2 3 1 2 3 4 5 6 THE CLASS A shareholdp:rs of THE SAINT ANDREW'S AND QUEBEC RAILROAD COMPANY ACT, 1850. AN ACT For incorpdratint; " Tlic Class A Shareholders i)f the Saint Andrew's and Quebec Railroad Company," and conferrini; on them certain powers. • ■ « •»» <»« r'V-i -nimni/'f i [Ri)Y.\L Assent 1 4Tn Aug rsT, 1S50.] i;j «: II Vict.— Sess. 1850. ■- ■ i ,^ GOODWIN, l'AKTIUDGK,\VlLLIAMS,ANi.ED\VAHDS.( . ^. ^| irn/Ai-,0* Ihii^f. \ - 1 , ''^ DYSON AM) to., Parliamentary Agmlt, ?4, Parliament Street. Luiidoil : H J. Niuhols anil Son, I'nnti-rs, 2.'), parliament Street. h I THE CLASS A SHAREHOLDERS OF THE SAINT ANDREW'S AND QUEBEC RAILROAD COMPANY ACT, 1850. ARRANGEMENT OF CLAUSES. Short title ..... Incorporation of Companies Clauses Consolidation Act, 1845 Interpretation ..... Subscribers incorporated .... Restrictions as to shares and lands to be held by the Company First ordinary meeting .... Requisition for extraordinary meeting . Quorum for general meethig Directors and their duties .... Qualification of a\i'litors .... Days for balancing books .... Capital ...... Calls ...... Payment of dividends out of reserved fund As to mortgages ..... Newspaper for notices .... Payment of calls on Class A Shares Class A Shares already subscribed may he transferred Contract with Railway Company Documents under seal to he evidence . Saving rights of the Crown .... Saving rights of Lieutenant-Governor, &c. of New Brunswick .\ct not to bind Company without their assent F^xpcnsos of Act ..... Public Act ..... Act to extend to New Brunswick SECTION 1 o A 4 5— C 7 8 'J 10—17 18 1!) 20, 21 22 2;-i 24_28 2!) M\ .{| :V2. .i.i .VI .<5 m; .is Mi) 40 38 A I\ 13 & 14 Vict. -Sess. 1850. AN ACT J$lj^ For incorporating " The Class A Shareholders of tlie St. Andrew's and Quebec Railroad Com- pany," and conferring on them certain powers. [Royal Assent, Htii August, 1850.] W 'HEREAS a Company for making and maintaining a railroad from Saint Andrew's, in tlie province of New Brunswick, to the boundary line of the province of Canada, hath been incorporated by Act of tiie Legislative Council and Assembly of the province of New lJrunswi(;k, and for the purpose of raising the sum of eighty thou- sand pounds sterling, part of the capital reciuire.l for the construc- tion of the portion from Saint Andrew's to Woodstock in that pro- vince of the Railroad, four thousand shares in the civ\nUi\ of that Com- pany, of tv ■; ty pounds sterUng each, and designated Class A Shares, have been ere ted and set apart for shareholders in the United King- dom, and that Company, or the directors thereof, are empowered to confer special privileges and advantages on the holders of such shares : And whereas the making of the Railroad would be of advantage to the provinces of New Brunswick and Canada, and the inhabitants thereof, and also to the Uniteil Kingdom : And whereas it is expedient that a Company be formed for the purpose of subscril)ing for and lioldinjj; so many of such Class A Shiires as tliey from time to time think fit, and with such powers as by this Act granted : And whereas The Rif^ht Honourable Cliarles William Earl Fitz- william, The Right Honourable William Bingliam Baron Ashburton, Benjamin Sharpe, Francis Edwards, William Storey Featherstone, John Neville Warren, and John Montagu, esquires, and other persons, are willing to be formed into such a Company, but such purposes cannot be effected without the authority of Parliament : MAY IT THERFORE PLEASE YOUR MAJESTY, 1 Short titli That it may be I'^naeted, and be it Enacted, I)y the Queen's Most Ex- cellent Majesty, by and with the advice and consent of tlie Lords Spiritual and Temiioral and Connnons in this present Parliament assembled, and by the authority of the same, that in citing this Act for finy purpose it sliall be sufficient to use the expression, " The Class A Shareholders of the St. Andrew's and tiuebec Railroad Com- pany Act, 18;')0." And be it Enacted, That the Companies Clauses Consolidation Incorporation of Companies Clauftcs Consolidation \ct, 1S4.'), is incorporated with this Act. Act, 1S4J. ' Interpretation clause. Initcii Kinguom. Railroad Cornpanv . Subscribers incorporated And be it Enacted, That the following words and expressions in this Act have the meanings herein- assigned to them resjjectively, unless there be something in the subject or context repugnant to such ccmstniction, to wit, " United Kingdom " means the United Kingdom of Creat Britain and Ireland; "Railroad Com})any'" means the Saint Andrew's and Quebec Railroad Company. And be it Enactc^d, That The Right Honourable Charles William Earl Fitzwilliam, the Right Honourable William Bingham Baron Ashburton, Benjamin Sharpe, Francis Edwards, William Storey Fea- therstone, John Neville Warren, and John Montagu, escpiires, and all other persons who subscribe any portion of the capital of the Com- pany, and their respective successors, executors, administrators, and assigns, are hereby united into a Comjjany, for the purj)ose of sub- scribing for and holding shares in the Railroad Comi)any, and of J- i ■i\ Ihe I A TS 1)11, lie, IS, bes I tiiking, having:, exercising, and enjoying all dividends, interest, bene- fits, profits, jjowers, authorities, privileges, and advantages whatsoever to be from time to time taken, had, exercised, and enjoyed by the holders of such shares, and of accepting and enjoying such grants, transfers, and assurances of lands, timber, money, guarantees of dividends, and interest, and other projierty and effects, as may from time to time be made by tlie Railroad Conqjany or the Directors thereof to or for the benefit of the holders of such shares, and of selling, conveying, mortgaging, leasing, and otherwise dealing with, managing, and disposing of their capital stock and other their pro- perty and effects, and the proceeds thereof, and for otherwise carrying this Act into execution, and for such puqjoses shall be one body (rorjiorate, by the name of " The Class A Shareholders of the Saint Andrew's and Uuebec Railroad Com])any," and by such name shall have pcrjietual succession aiul a common seal, and may sue and be sued, and may t.ake, hold, sell, and dispose of lands, real and i)ersonal property, and other effects, for the puq)oses and within the restric- tions of this Act. ^-^ Provided always and be it Eiuieted, That the Company shall not iiesinciicn ^^ 1111 1 .1 • 1 <• 1 I. -1 1 '" *httrii to at any one tune hold other shares ni the capital or the Railroad hihciii hvtia Coinpany than Class A Shares, or more Class A Shares than the four '""'''■'">■ thousiiiid Class .\ Shares already created, and shall not be bound to take more of those shares than they from time to time think fit. \ Provided alwavs, and be it Enacted. That the Companv shall not ii'-tri ... , , ,, , . 1- 1 • "« meitiiiL'. Within twelve luontlis alter the jiassmg oi this Vet. s And l)e it Knacted.Tliat ten shareholders at least, holding in the Uc(iiu-iti,.ti ,,,,,,,, .... I'lir i\t:a- aiigrcijate not less than five liundred sliares, mav reiiuire tlie direi'tors urdinary to call an e\traonlinar\ meeting:. ""'' '"" 38 B A in fifty liiiil be " The -J> And he it Fiiiactod, That Jiny committee appointrd by th<' directors shall consist of not less than three directors, and tlie (lUoniiu of every committee shall be three, and a committee shall not make any call. And be it Kiiacted, That the directors shall make and produce to the shareholders at every ordinary meeting a general report in writing of the state and prospects of th«' ('ompany, and such report, in addition to any other particulars which the directors think desirable, shall contain all such particulars as are re([uisitc for the complett' explanation of the balance sheet to be produced at such meeting. And be it Knacted, That the (lualification of an auditor shall be his holdinir in his own right not less than five shares. And be it Enacted, That the books of the (Nmipany shall l)e Ijalanced on tin' thirtieth day of June, and the thirty-first day of December in evt-ry year. And be it Enacted, That the capital of the rom})any shall con- sist of eighty thousand pounds sti'rling, in four thousand shares of *went\ pounds sterling each. And be it Enacted, That the cajntal stock of the C\)nii)any shall be the Class A Shares in the capital of the llailroad Company for the tinu' being holden by the Company. Hi Committee nf ilirecfors. 17 (Jener;ilre|)iiri liv directors. IH nt auditors 19 Pays for halimcini: books. 2(» Capital. Capital stock. i \\u\ be it I'aiaotcd, That two pounds sterling shall be the greatist amount of any one call upon any share, and twenty-eight da\s at least .*hall i)e the interval between the making of successive .•ails. .Vnd l)c it Enacted, That the directors, with the eonsi'ut of a licncral meeting, nuiy, out of any moneys set aside to meet contin- gencies, or for any other purpose, and not in any way recpiired for such purpose, declare an equal bonus on each of the shares, or make up or increase dividends to or beyond the ordniary or average dividend. Call, Payment ot liividentl-i out of any re- servt'il turnl. 24 I'uwer ti) borrow on rriurtgngc. Kt'stncticii as lo amount to liv' In rrcnvi'il. 2() lU'ftrirtiun ai; lo amount to 111 rai-i(l by call? and b(MTOwinL^ 6 And bo it Enacted, That the Company may from time to time borrow money on mortfj;a,a;e of the future calls on the shareholders, or of all or any part of the capital stock and other the property and effects of the Company, or of such cidls and all or any part of such capital stock, jiroperty, and effects, and every such niortiiairc may be accordini;- to the form in the Schedule to this Act aimcxcd, or to the like effect. Provided always, and be it Enacted, That the Comi)any shall not l)()rrow any sum exceeding the proportion of two-thirds of tlu' cajjital for the time l)eini:; l)aid up, and shall not, without the licence of one of Her Majesty's ])rincipal Secretaries of State, to i)e if and when granted delivered by him to the Company on their application for the same (and which licence he is hereby authorised to i;rant from time to time on such terms ami conditions as he thinks ri^ht, but not with any provision for the revocation or other determination thereof), bor- row any sum e.xcecdini; the proportion of one-thirivelv In or towards i)a\in:: off the monev borrowed. I '*v- i'oceivt'r lor nioituaaet'S. 2S 'ti>\ I'inn lor 'onif cas^■^ oi And be it Enacted, Tiiat tlie morti^acces of tiie ('(imp.in\- ma\' enforce the payment of arrears of principal and interest l)\ the ap- pointment of a receiver, and the amount of (lelit> necessary to autho- rise a re(|uisition lor a reeei\ er >hall be five thousand potirids. .\nd be it I'aiaeted, That any jjcrson airainst whom tlie Comi)any has any clain. or demand Ijeconies subject either voluntarily or invo- hmtarily to the ('j)eration of any Act relatinii to insolvent debtors, the >ecretary or treasurer may. in all proeeediii;. aiiain>t the e>tate ot >U( h person lepre.-ent tlie Coinpanv and act in ll leU' 01 half 01 resp sct> as if such claim or (teman d had been the claim or demaiK dl I ot the secretary or trea.surer and not of the Compaii} , lime f, or and [tu'h [ he the not [pitiil one Ivlicn the. time with hor- il for not, oncy, ■rthc- ilsiiiii' I'cto- •nicnt iioncv ' nia\ Utlio- ipiiny invo- •«. the tf of in all ml of I J '*^ I And 1)0 it Enacted, That the ne\vspa])er in which notices shall l)e advertised shall he such l^ondon daily morning newspiiijer as the directors from time to time think fit. And he it Enacted, That the Company may from time to time ])ay the calls on such of the Class A Shares as are for the time being holden hy them, not\vith>tanding the whole of the shares in the ca))ital of the Companv' are not subscribed for. And inasmuch as divers ])ersons h;ive already subscribed for divers of the Chiss A Shares, and it may be convenient that all the Class A Shares should be holden by the Company, be it Enacted, That all or any of the Class A Shares subscribed for before the ])assing of this Act may, within twelve months after the passing of this Act, he transferred by the respective holders thereof to the C()mi)any, and the {,'omi)any shall accept transfers thereof accordingly ; and when any such transfer is made, the Company shall register the person who made the sajne as a holder of such a nund)er of shares of twenty pounds sterling each in the capital of the Company as shall be eqiuil to the number of the Class A Shares of twenty pounds sterling each, so transferred by him : Provided always, That if any money by way of deposit, or call, or in anticipation of calls, shall have been paid on or in respect of any of tlu- Class A Shares so iransfcrred, the Company siiall give to the person who transferred the same credit for the amoiuit theri'of as paid accordingly, in respect of the shares in the cajjital of the Company of which he is so registered as the holder : Provided also, Tiiat any such Class A Shares may be so transferred to the ('omi)an\'. notwitlistanding any call may have been made on or in respect of the san\e ; and in sueli case the Company shall be exclu- sively liable to pay the amount of such call as if the Company had been the holder thereof at the time when such call was made. And be it Enacted. That the Company aiul the directors for Class A Shareholders respectively may from time to tinu' i-nti'r with the Railroad Company and the directors thereof respectixely into any s',.eli contract or arrangement for or with refcrciu'c to any of the piu'- po>es of this Act as they respectively thiidv tit. And III' it llnacled, 'I'liat the ('omp;in\ and the directors for Class .\ Sliai'choMirs res])i'eti\ely may from time to tinu- act as the .■;s c 29 Xevv-paptT iur notice.-*. I'ayriunt o!' tallH on Cla&s A Shares. 3! Class A bhari'salrejuly sut)«crili il (or nia\ he trari.-- Ii'rr'il t(p til.' Comjiaiiy. ;i2 I'liWlTtci Cnll- tiart Willi till' Itailniail ('i)iii[ian\ . I'riwcr III act ii'.tlii'am'nt nl till' Kailinail ( utii|miu . 34 nocumcnts undrr seal to be evidence. 3.") Srtviiiir rights tii' tin- Crown. 36 Saving rights iit'Liciitcnant- (lOvernor, Legislativr Council, and Assemlily ol New Rruns- wick. 37 Act not to i)ind tilt' ItaiU road Com- pany without their assent thereto. agent in the United Kingdom of tl\e Railroad C"omi)any for any of tiK purposes of that Company, ujjon sueh terms and conditions n.- from time to lime agreed on between that Company or the direct i • thereof and the Company or the directors thereof. And be it Enacted, That every document, instrument, or pro- ceeding, or co])y thereof respectively, purporting to be sealed with the common seal of the Company, shall in every case in which the original record (!Ould l)e received in evidence be receival)le and be admitted in evidence l)y and before the Legislative Council and the Assembly of the province of New Brunswick, and tlieir respective Committees, and all courts of justice and legal tribunals in that pro- vince, and in all legislative and legal proceedings in that province, without any i)roof of the seal or any further proof thereof. And be it Enacted. That this Act, or anything therein contained, shall not take away, lessen, alter, prejudice, or in any away affect any of the prerogatives, rights, privileges, powers, or authorities vested in or enjoyed by Her Majesty, her heirs or successors, but all such ])rerogatives, rights, privileges, powers, and authorities resj)ectivi'ly may be had, exercised, and enjoyed as if this Act had not passed. And be it Enacted, That this Act, or anything therein contained, shall not take away, loseu, alter, or ])rejudice any oftlu' prerogatives, riuhts. privileges, or authorities of His Excellency the Lieutenant Governor of the province of New Brunswick, or the Legislative Council of that province, or the Assembly of that province, but all such i)rerogatives, rights, ))rivileges, and authorities respectively may be had, exercised, and enjoyed as if this Act had not passed. \ui\ l)e it Enactec', Tiiat, except as is by this Act e\pi('s>ly en- acted, this .Vet or anyihiuu therein contained shiill not take iiwav. lessen, alter, or prejudice any of the riirhts, ])rivil('ues. or autiiorities of the Railroad Compiiiiy, or the directors or shareholders tliereof, or any of them, but e.veept as aforesaid all such riiilits, i)rivileo;es, and authorities resi)ectively, may lie bad. exercised, and enjoyed, as it il:is Act had not jjassed : Provided always. Tliat thi> .Vet, m- au\tliini,^ therein contained. >liall not be of any effect as against tli<' Railroad Company, or tiic directors or shareholders thereof, or any of them, unless or until the Railroad Company, with tlie eoiiseut of three-fifths ••^fc.^ T >^ :& *» i)f tile sharclioldcrs tlicrcof present, either persotuiUj- or by proxy, at some ucneral ineetiiiir of the Company holden within twenty-four months after the ))aissing of this Act, sij^nify the assent of the Rail- road Company to this Act: Provided also, That any sharehohUn- of the Railro.ad Company shall not, in respect of any of the Cllass A Shares, be entitled to vote either ])ersonally or by proxy at such general meetinij : Provided also, That such assent shall be signified by writing und(Br the eonnnon seal of the Railroad Company, and the hands of three or more of the Directors thereof, and may be in the form or to the effect foUowinir, to wit : "The Saint Andrew's and Uuebec Railroad Company hereby signify their assent to the Act of Parliament passed in the year of the reign of Her Most Excellent Majesty Queen Victoria, intituled ' An Act for incorporating the Class A Shareholders of the St. Andrew's and Uuebec Rail- road C;ompany,and conferring on them certain Powers.' Given under the common seal of the; St. Andrew's and Cluebec Railroad Company, and the hands of of the directors thereof, this day of in the year of our Lord one thousand eight hundred and fifty Provided also. That su('h writing shall be enrolled in Her Ma- jesty's High Court of Chancery within three years after the passing of this Act, and from and after su(!h enrolment thereof shall be deemed piirt of this Act, and shall ht' conclusive and binding on the Railroad Company and tin' directors and shareholders thereof, and every of them. And l)e it Knacted, That the expenses of obtaining and passing this Act, and incident thereto, shall be paid out of the first monies in the hands of the directors, in preference to all other payments. And lie it Knacted, That this Act is a pid)lic Act, and shall b? judicially taken notice of as such, as well in the jjrovince of New- Brunswick and i ler Majesty's other jirovinces and territories in North America as in tiie United Kingdom. Vnd l)e it Knacted, That this Act extends to the jirovince of New Uniiis\vi(;U. :