IMAGE EVALUATION TEST TARGET (MT-3) 1.0 I.I 1^ I E^'l M 2.2 IL25 i 1.4 1.8 1.6 V] Va ^;; « ^ 5 y /A fliotographic Sciences Corporation 23 WEST MAIN STREET WEBSTER, N.Y. 14580 (716) 873-4503 \ a>^ :\ \ signifie "A SUIVRE", le symbols V signifie "FIN ". Les cartes, planches, tableaux, etc., peuvent dtre film^s d des taux de reduction diffdrents. Lorsque le document est trop grand pour dtre reproduit en un seul clich6, il est film6 d partir de Tangle supdrieur gauche, de gauche d droite, et de haut en bas, en prenant le nombre d'images ndcessaire. Les diagrammes suivants illustrent la mdthode. y errata )d to nt le pelure, pon d n 1 2 3 32X 1 2 3 \ # : ,S : 6 ■- .. ■ y /i. /Ire i ^ , , rr.,^,-' j>^*. y. Ct'f^ WINDSOR AND ANNAPOLIS z^.-., RAILWAY COMPANY, ^J•-•'-v C LIMITED. • 'V tatttt^s, §t0t|^«mijnte ^mffrandttm ! AND l^rtttl^s 0f %$%titu\\tin. ''■fit -U i 1111? dr ^ ^>t»*-,. ^AyVi^S I v:., ^-' '1 ^3 O ;z-a /^^ I^U- 1 ( ; -1 I m (I JK INDEX. M PAGE ^Chapter V^ of the Statutes of Nova Scotia, 1865, entitled "An Act to provide for the construction of two other Sections of the Provincial Kailway " . . . .1 ^Agreement, dated 22nd November, 1806, with the Chief Commissioner of Railways for Nova Scotia . . 4 yChai)ter .'iO of the Statutes of Nova Scotia, 1867, entitled "An Act to incorporate the Windsor and Annapolis Railway Company " 10 y Chapter 23 of the Statutes of Nova Scotia, 1869, entitled "An Act to amend the Act to incorporate the Windsor and Annapolis Railway Company " . . . .13 ^/Agreement dated 22nd Septemlier, 1871, with the Govern- ment of Canada 14 / Chapter 104 of the Statutes of Nova Scotia, 1874, entitled " An Act to facilitate arrangements between Railway Companies and their Creditors " 17 p^ Agreement, dated 22nd June, 1875, with Her Majesty Queen Victoria 19 \/ Chapter 28 of the Statutes of Nova Scotia, 1877, entitled "An Act to guarantee Interest on Fifty Thousand Pounds of the A Debenture Stpck of the Windsor and Annapolis Railway Company " 21 Chapter 22 of the Statutes of Nova Scotia, 1878, entitled " An Act to amend the Act to guarantee Interest on Fifty Thousand Pounds of the A Debenture Stock of the Windsor and Annapolis Raihvay Company " . 22 Chapter 30 of the Statutes of Nova Scotia, 1879, entitled "An Act to amend Chapter 22 of the Acts of 1878 relating to a Provincial Guarantee of Railway De- ' , bentures" 23 ''Agreement, dated 20th November, 1879, with Her Majesty ; Queen Victoria 24 ^ Memorandum and Articles of Association and Special Resolutions 28 yj Scheme of Arrangement, dated 26th January, 1875 . . 54 V Scheme of Arrangement, dated 13th September, 1882 . 63 J S^ ) i \ 28° ViCTORTyE, Cll]). l:'). An Act to i)rovi(l(' I'oi" the coiistrnctioii ol' two otlici' Sections of tho Provincial Railways. (Passeil the 2iid day of ]Ma3'. a.d. isi;:,.) TV' it enacted by the Governor, Council, and Assemblj', as follows: 1. The Cliief Conrniissioner of Railways, l)y direction and anthoritv of the Govenioi- in Council, niav contract for and on behalf of the Province, with any responsil)h> pait}' oi* pai-ties, for the construction of the followiui^ sec tio ns of the Provincial Railway, that is to say, from Tj-ui-o to tlie boimdai-y line to New Ih'unswick, and fVoni Windsor to Annapolis, and for the payment of the subventions on the terms and under the i)ro- visions and stipulations hereinafter set forth and contained. The location of the lines of the said railways to be subject to the ai)proval of the Governor in Council upon the recommen- dation of the chief engineer of this Province. 2. The contractor or contractors for the section first men- tioned to receive a subvention of not more than four per cent, per annum for twentj' years on forty thousand dollars per mile of the whole length of said section, and the provincial govern- ment to take on behalf of the Province stock in the said under- taking with such contractor or contrnctors to the extent of four hundred thousand dollars. 3. The contractor or contractor' for the section last men- tioned to receive a subvention of not more than four per cent, per annum for twenty years on twenty-four thousand dollars per mile of the whole length oi said section, wdth the exception of a bridge, viaduct, or other erection suitable for a railway across the Avon river, at or near Windsor, the latter to be built at the expense of the Province, as hereinafter provided. 4. The fii'st annual payment of such sul)ventions to fall due and to be made at a period not less than twelve months after the hand fide commencement to build such sections respectively, and a deduction to be made therefrom for the portion of r^toek hold for the Proviuce fur the said section (irst- Jiamcd. i I !l ■ : J I I ] I (} ."». Till' (Jn\crii(ir ill <'iiiiiiril iii.i\ . ill ;iii\ liiiif iillir '^iird (■oMlCiict ■! or nilicr iis, or citlit'i' ol' lliclii, shall ('case, and al what liiiii', and in licii <»r such snhvciilioiis, or cilhci' of tJHMii, |iay to llw foiilfactor or coiid'actoi'S ilu' iiinoiiiil Of Italaiicc. a ; llic ca-f may he, ol' such siilivnitioiis, or cithi'i' of them, capilali/v'd cilhcr ill cash (»i' |)i'o\ incial dcltcii- lui't'S, al Ihc oplion of ihc (io\asc possession, ' cilluM' of sts llu'i-ciii tlic owucr- ! Exocutivo t a loan on lor arisiii^t;^ lands, tlio ted on the es. bcni'iiu'" interest al six i>e!' cent, op at u less I'ale, as llie (lo\ernoi' in Council may tjiri-ct, may be issued from time lo time, as may bi' ni'ci'ssai'y, and tlu- (rovernor in (Nuincil shall drtermine ul what |ieri Is oi' iiiin'. in what amoiinis, ami on what conditions such eel lilicates shall be issiitd. I'i. The debenliUTs shall b(' in the Toriu to br directed by the (i(»\i'riior in ('oiincil, with conpoiis annexed thereto. They shall be sii-'ucd by the (btscrnor, and countersijj^neil ly the Ueceiver-Cieiieral ; the intt re^'t tlieri'on shall be pa.in holdiT. b). The j)rovisions of chapter 70 of the b'e\ ised Statutes, third series. "Of I'j'oviiicial (iovernmenl [Jadroitds," so I'ar as may be, with the ».'Xcei)tion of the preamble and si-ciions iVoiii one to ten iiiclusivi', and sections irom 21 to '.)') inclusive, and sections ',)'.), JO, 4'2, V,\, ()(>, (>I. ii)', and Tl!, ari' here made ai»i»li- cable to the sections of i-ailway to bi' Iniilt under this Act. And the term "commissioners," in sections (»7, 77, TS, 71', SO, and iS;') of saiil chaiiter shall, for the pur[)oses ol" this Act, be held to iiudiule aiul ajtply to contractor-; or owiu'rs. as th(> casi' may be; and sections 71 and 7r> of said chapter shall be hehl to apjily to the sections of railway to be made under this Act, and the term '' i-aihvay de])artmeiiL," In those sections shall, fortlu' purposes of this Act, include [jroiierty beloii,L;"inj< to the con- tractors or owners of said sections of railway. 14. The chief en.t,nneer of railways .shall, before the con- tracts authorized liy this Act are eiitei'cd into, report to tho Government on the route or routes jn-oposed, and during,'' the cnt the jiro- vincial stock of i(jii' luindrcM] thousand (!<)]];ii';', referred to in section '2 of ihis Act. .\ :> ' ' h f IS; The c'ontriU'ts to he iiiudc imdrr Ihis Act shiill contain Htlpiilations iiixl j)i'oviHions I'or tlif r-t'^Milation of the t(»lls and rales for jiasscnLrci-s and i'lTiiilits, the carriant' (tf mails, troops, and innni(i(»ns (tT war, and (dlicr (io\ crnnifnt jMutpcrty on tlm said lines, and ^'t-neraliy lor ^iiardin^'' the interi'sts ol" tlio I'roviiifc. lit. The line of railway I'roni Truro to New I'mnswlck IVoiilier, to 1)1" coiistrneted nnder this Aet, shall lie e(|Ual in |»oint of constriietion and elliciency, and shall not exceed in ^M-adt's and curses the existin;,' (lovi'rnincnt raiUvayn in Novii Scotia. ;:*(). iVIl conti-aets to he made under this Act foi- the section from 'J'rui'o to the New^ I'runswick I'roiitier shall he dependent upon simidtaneoiiH arrangements bciny- made hy or to tho satisfaction of the (jovernment of New Ih-imswicU for tlu^ continuation of the said triiidc line from the frontier to the SainI John an y AliTICLES OF AGREEMENT, Made and cntei-ed into this twcnty-sccon (■((Mill ill it exceed ill ays in Nova !• the section dependent or to tho *ielv tor the )iitier to the ito oix'nition NoveinlxM', 1iiiii(lreli r. y two ci'iit^ jKi" mile i'or I'ach ollictr, Moldicr, iiiariiu-, or i>rivatc of such forcH's I'lspi'ctively, htkI jvIso foi" ouch ^vift^ av'^Iow. or c-liiM ;iIm»v<' twelvi' years mI' aj^'e oJ" a soldior ontitl«'tl hy Act of I'arliaim'iu oi' <»ilu'r 0(>m}H'ti'iit aiiilioriiy to be st nt to tlitir (Ic-iiiiatioii ai liu- i)ul)lic- I'xpiiise ; oliililreii iiiulcr tlin-*' y<-ars ot" a.Lro so ciiiitlcd lo \w taki-ii frcr of cliarLT*', and chilili-fii of tiircc yi-ars aiiu ii})\vai'(Ls hut under twelve years so eiuiikMl, Iteinir taken at halt' price tor an adult — provided that every ollieer conveyed shall he entitled to take with him one liiindred wei;,dit of p<.'rsonal hvici-a/^e without extra char^^'e ; and evei-y soldier, marine, private, ^vit■e, or widow shall he entitled to take with him or lior half a hundred \\ eight of personal luir^age wiihont extra chariri', all the excess of the aliove wei.Ldit of personal Iniruaye being i>aid i'or at the rate of not more liian eighty cents per hundred weight per one hundred miles ; ;nid all ])uhlic luggage, stores, arms, ammuniti(»n, and other necer mile, tlu' assistaiice of the militarj* or others being given in loadinL,' or iniL.ading such goods. 4. The said parti(^s hereto of the second i)art, or their a'^siirns, shall be bound to convey Her Majesty's mails at a rate of charges to be agreed njjon by the parties hereto, or by an mnnire to be chosen 1)V them in the usual wav, in cas.' of diiierence })rior to the completion of the said railway, and ni case an umpire cannot be agreed u})on, and such charges lixe«l Ity him, then such charges shall not exceed the rates charged for such service in the Province of Canada. ;"). And the sairl pai-ties of the second part, in considersition of the premises, and of the further agreement on the pan of the saiel Chief Commissioner of Kaihvays, hereinafter contained on the part and behalf aforesaiarately aiul imlependently of the railway track as hereinb<'for<' provided. I , or private t', \v'nl(»\v. or .1 l.y Aci «:»f (lit to tilt ir • t!i !•«•«• y«'arf^ chililrtii of so tiititl«Ml, I that evd by the LeijisIaluTe shall be capitalised at the ai^reed sinn of one hundred ami eiuhty-ei^Ldit thousand six hundred pounds sterlinjL;-, instead of the paynieiit of the sum of sixteen tiionsand tliree hundred and twenty jioiinda ste;-]i]ii)nr- teiuinces shall be provided gratis to the saitl parties of the sec(>nd part or their assigns, with the right of entering upon all ungranted lands belonging to the Government, and taking, free of cost, all materials recpiiri-d for the railway, as under the provisions of section 11, chapter 70 of the Revised iStatute, referred to in the said Act. 8. That the said parties of the second part shall be entitled to make and enforce a tariff of charges for fai-es and freight (except as afor<.'said), to lie mutually agreed upon between the •ior to the ccnnnletiv)!! of the said railwav and otK;ni 1 pr the same for trailic. opening 11. That all materials and stores recjuired for the construe tion and working of the railway >hall ])e entitled to a ose ajjpoint. 1:2. ^Vnd tlie said Chief Commissioner of Railways, as aforesaid, in consideration of the premises, doth for aiul on the i)art and behalf aforesaid hereby promise and agree to and with the said parties of the second part that the Government of the said Province shall and will well and truly pay, or cause to l)e i)aid, to the said parties of the second part or their assigns for the building and sustenance of the said bridge, viaduct, or aboiteau, or other suitable erection across the said River Avon, the sum of thirty-two thousand pounds, in monthly i)ayments, as the work of building proceeds, according to the cei'tificates of the engineer of the said ]>arties of the second part, concurred in and countersigned by the Chief Railway Engineer of the Province, and the balance, if any, when the same shall be completed and the railway opened up for tratfic. 13. And it is further mutually agreed between the said parties that the said line of railway, including the said bridge, ! viaduct, aboiteau, or other suitable erection across the said River Avon, with all and singular the ai>purtenances, when built, shall be the proj)erty of the said parties of the second part or their assigns, and shall be operated, managetl, and uijheld bj- them at their own pro})er costs and charges. l-i. And it is furthei' agreed that section D of the said recited Act shall not apply as regards the payment of interest upon all debentures that shall have been issued in respect of works done and certified for under the terms and provisions afoi'esaid. !;■>. And it is further mutually agreed by and between the It I i 111,' mid ul also the l»ost exer- ed for the ior to tlie 1 1)(' iiuuU; Proviiiciiil t of their iidsor and or for the sotth'd by , I the usual tf the said lire in thel, raii;,'emeiit ith one or , II Euf^land ^ ito for that lilways, as or and on :ree tf) and overnnient IV, or cause ft or their lid brid^'e, ;s the said )ounils, in , accoi'ding ties of the the Chief ce, if any, oi)ened up n the said tiid Ijridge, ' ' said Kiver ,hen built, ond part or uijlield by if the said of interest resi)ect of provisions etween the said parlies hert'to that for the pui'poses of cai'ryinq' out this a^reenient tiie said i)ai-ties of the si'coiul ])ai't oi' their assij^nis shall have jxtwer to forni a joint stock company, to be incor- porated b}' Act of l*arliainent of Nova Scotia by and in accoi'd- ance Avitli the Act hei'einhefoi-e refiM-red to, Avith such cnpital as nui}' be necessary for liie purjjose of enabling the said parties hereto of the second i)ai't or their assigns to sell, and the said company so to be formed to i)urchase tlie said railway and works, and to work and inanaLre the saiiK^ and to take and receive tlie tolls and charges hereinbefore referred to, and when and so soon as such company is formed and capital subscribed to the satisfaction of the said Chief Commissioner of Haihvays of the Province of Nova Scotia, the said intended company' so to be formetl shall possess the said railway and works, for the purposes aforesaid, subject to the terms of this aj>']'eenient. l(i. And it is further aurreed by and between the said l)arties of the iirst and second pai-ts that in case of failure on the part of the parties of the second part to commence said railway and woi-ks in accordance with the terms of this agree- ment at the time named hei'ein, or diligently to prosecute the same to completion, the pai-ties of the second i)art shall forfeit and pay to the })arty of the first part the sum of ten thousand jjounds sterling as li(]uidated chimages. But this stipulation and the enforcement of this penalty shall not affect the right of the Govei'nor and Council to assume the ownership of the railroad under the Ittli section of the Act of the Province, l)assed in the 28th year of Her ^Majesty's reign, entitled, " An Act to provide for the construction of two other sections of the Provincial railways," in case the parties of the second part shall fail in the i)erformance of this agreement. As witness the hands of the parties the day and year first above written. AYARD LONGLEY, l]y his attornevs, ~J CHARLES TIJPPER, \Y. A. HENRY, J. W. RITCHIE, (Signed) ^Y. H. PUNCHARD, (Si-ned) EREDERICK l^ARRY, (Signed) EDWIN CLARK. (Signed) ! I (t ./ '\ if N All Ael lo iiieorimral*' lln- Wiinlsoj- au'l Anna pnl j. Coinjtaiiy. l.'ailwaA' ? person or separate estati' i'oi- the lial)ililii's of the Corporntiun to a i^Mc'ittei' amount in the whole than tiu> amount of stock held by him, (h'(luctiii;^' thi'i-cfrom the au.ount actually paid to the C'ompaiiy en account of siicli stock, unless he shall have j'ciidciTil hiiii:'i'ir liable for a ^'reater amount by hecomin.q- sui'cty toi' ilu' (lel)ts of the Company. ;'). .Meeting's of the (Jomjiany sliall be held at such timen and |)l;ices as the Uoard of Dii'ectors may ajipiunt, ov otherwise accoj'dini,^ to Llie ai'ticles of association; and they may, in their bye-laws, ])roviile the time and manner of choosing' tlie ollicers of the said (Jori)oration. 0. The Comjniny, throug'h their directoi's or otherwise, shall ap])oint a recognised solicitor resident in this Province, se!'\ice on whonr of all [)rocess. notices, and other documents, shall be held to be suilicieiit Service on the Company, and the name and address of such solicitor shall be hied with the Regis- trar of Deeds for each Count v where the Avorks of the Com nan v are situated : in delault of such a])pointment, oi' in case of tlui absence or death of such solicitor, process notices, imd docu- ments may be served on any of the directors or managers of the Company. N. 7. The lands I'ccptircd for the railway tracts and ajipurte- nances shall be provided gratis to the said Company, with the right of entering on all ungranted lands belonging to this I'rovince, and taking free of cost all materials required for the said I'ailway, as under the in-ovisions of section 11,, chajiter 70 of the lievised Statutes, the lands so ac(piiredto be the property of the Company who are hereby authorised to exercise all the powers necessary for hicating and completing the said railway, to purchase and hold within or without the Province, lands, houses, materials, engines, cars, and all the appurtenances of a railway, to make such connection as they may think proper! with other railway or steamboat companies within or without the Province, either by leasing their road to other corporation or cor})orations on such terms and for such length of time as may be agreed u^jon, or by consolidating the stock of their road with that of other railway companies or company, upon such terms as may be agreetl upon to make, execute, and deliverg(jod and sullicient mortgage deed or deeds of their road and all its branches to such private persons or corporation within or without this Province as they may think the interest of the stockholders requires. 8. The Company shall have power and be at liberty to negotiate for the purchase of, and in their coi'porate name to) l)urcliase and lease any line or lines of railroad or railroads,,' tram road or tramroads, with all the plant, privileges, and appurtenances to the same Ijelonging or appei-taining ; and the same to re-sell and sub-lease, ami all projier and necessary deeds, leases, re-leases, assignments and conveyances, to execute and \« I ^j^H^-v^liiSeWfif^^ ..y ii ;r t 12 deliver, and to receive and hold, and tli(^ lines of railroads or tramroads so pnrchasod or leased to possess, hold, use, and enjoy in as fnll and ample a manner as if built under the l)o\vers of this Act. \ 9. The Company shall own tlie said railroad, and ^nnierally shall do all acts and make all I'ules and re<,ndations in respect thereof, and in the construction and manai^annent thereof, as may be necessary and expedient ^ and the Company shall have power to ai)point, remove, and' fix the salaries of all officers, servants, and others to be by them employed in and about the construction and manaj^'ement of the railroad, and shall have l)ower to make and ordain and establish all necessary bye-laws and regulations consistent with the laws in force in this Pro- vince, and the Act herein first above mentioned for their own government, the due and orderlj' conducting of affairs, the levying of tolls, and the general management of their property. 10. It shall be lawful for the Comi)any to make or construct a railway over and across any roads in the line of the projected railroad, and over and across anj' railroad or tramroad, and over any river, brook, or stream, subject nevertheless, in such cases, to regulations to be made by the Court of Sessions to ensure the safety of the inhabitants and their i)roperty. 11. The several conditions, agreements, provisoes andf terms contained and mentioned in the said contract or agree- ment entered into by the Chief Commissioner of Railways, and the said William Henry Punchard, Frederick Barry, and Edwin Clark, dated on or about the said twenty-second day of November, one thousand eight hundred and sixty-six, and the said Act of the Twenty-eighth Victoria, chapter Hi, so far as the same is not altered or modified by this Act, and each and ! every of them shall be incorporated into and made part and parcel of this Act. 12. Nothing in this Act shall abridge, lessen, or affect the liability of the contractors, the said William Henry Punchard, Frederick Barry, and Edwin Clark, or their assigns, to carry on and complete the said railroad according to the said contract and agreement, or generally to perfoi'm, fulfil and keep the several terms and conditions in the said contract and agree- ment contained on their part to be performed, fulfilled and kept. lo •ail roads or I, us(^, and undt'i- tlie I ^'•enorally ill respect tliereot", as shall have all ollicers, 1 about the shall have r bye- laws n this Pro- their own affairs, the ir property. or construct le projected id, and over I such cases, J ensure the )visoes and ^ let or agree- Railways, Barry, and cond day of six, and the 13, so far as id each and I ide jiart and )r affect the I Punchard, to carry on aid contract d keep the and agreo- ilfilled and '.\2" ViCTOIlLE, Cap. 2:\. All Act to aincnd the Act to incctrporate tlie Wiudsor and Annai)olis liailway (jompaiiy. (Passed the loth day o£ June, A.D. liHi'J.) ViV it enacted by the Governor, Council and Assemblj' as follows : — The Act passed in the thii-tieth year of the reign of Her Majesty Queen Victoria, entitled an Act to incorporate the Windsor and Anna])olis Haihvay Company shall be, and the same is hereby aiiiciKlcd as follows : — 1. The Memoi-andum of Association of the Windsor and Annajiolis Railway Company, Jjiiiiited, and also the Articles of Association made and entered into on the twenty-sixth day of February, in the year of our Lord one thousand eight hundred and sixty-seven, by and between the then Shareholders of the Company, iiicori)orated and registered in England as the " Windsor and Annapolis Railway Company, Limited," here- unto annexed, and any alterations, ati, S/f/tiiJicff/inti, o/' Mfanin;/, "The Coni])any," the Windsoi' and Annapolis Railway Com])any, Limited. "The Anthoi'ities," the Di']iai'tinent of the rioNeninuMil of Canada Avhieh, for vhe tijne heinu', shall have llio command or control of tlie Xo\a Scotia l»ail\vays. "The Trunk J/ino,'" so much of the Nonu Scotia IJailway, with the 1)ranches, a])i)uvtenances, l)uildin,i;'s, and con- veniences thei'eto l)elonL;'in,t,M)r attached, as lies hetweeu the Tt'rminus at Halifax and the Windsoi* Junction (l^oth inclusive), to^^'ther Avith any extensions into Halifax her(>after to be made. "The Windsor llranch," so much of the Nova Scotia TJail- Avay, with the 1)ranclics, Imildinti^s and api)ur(enances, and other conveniences thei-eto beloiiiLJfini,' or attached, as lies between the said Windsor Junction and the junction of such i-aihvay Avith the Vv''indso]' and .Vnna- polis Kaihvay at or near Windsor. "The Superintendent," the Superintendent or other olTicer for the time beiui^r manaiifin.ijf the Nova Scotia Kialways. " The ]\[ana,. The Company shall also use, to the extent re(|uii'ed for its ti-altic, the Trunk Line, with the station accoinmoclaiion thereon, including engine shed accommodation for five engines, water sui)i)ly, fuel stages, turntables, signals, telegraphs, wharves, sidings and other conveniences, but not including machine shops and other shops, buildings and appliances for repairs of roll ling stock. 4. The Company shall I'un (^'ery day, Sundays excepted, between Halifax and A\'indsor, not less than two trains each way carrying passeng»'i'S. and shall adojtt the same tolls as at I \ [r, IM'cs'cnt l('\ icd. <)!■ -uuli nllur lull; ii-; may iVnm linii' lo lime Iii« !1|i|H'()mm| oI' lt\ ilu> ({((vcriiMi- in Council, and shall riuMiisJi and luaiiilain ils own i-ollin.'jf stocic. 5. 'riic authorities shall maintain in woi'lcahlc ciiiidition Ihc Windsor llranch and the 'rriinic liinc, inclndim;' all the slaticni afC'ommodalioii and oilier consTnicnccs thereon. ('». The Company shall, on (lie Windsoi* Draneh, employ their o\vn station a,!4'(Mits, hooU'inj^' clerks, Nvatchmen, portei'S, Kii^'nalmeii, switchmen, and otlier sci'vaiits for the manairemeiit ol' th(^ trallic. 7. The antiioi'ities shall, on the Tiaink Line, em])]oy all Hla!i()n aj^'ents, boolcinLT clerks, watchmen, sii^nalnu'ii, switch- men, and other servants not jjrovided ])y the Comi)any nnder clause 1 7. S. The C()mi)any shall not, except with the concurrence of Ihe ant hoi'ities, curi-y any local ti-alhc l)etAve(ni stations on the Iruidc line; hut if so cai'ried tlu\v shall cliari^e tlie same tolls as may hi' chai*,t,'c l»y the authoi'iiies. \). The Comi)any shall keej) and vendei' to the 8u])ei'int en- dent an exact detail accoiuit of all trallic cari'ied by them o\er the Windsor Uraiich and Trunk Line, 10. The (^'ompanv shall pav to the authorities montlih' one- third of the gross earnings from all trallic carried by them over the Windsor Lranch and Trunk Line. 11. All accounts l»etweeji tlie autliorities and the Comi)a]iy un(h^r this ari'angement shall be adjusted regulai'ly at the end of each calendar month, and the balance struck and paid ovei* in cash not later than tw^entj'-one days after the end of each month. 12. The authorities and the Company respectively shall, at, all reasonable times, have access to and be allowed to inspect all Ruch books, pa])ers, and vouchers in possession of the other of tliem as have refm'ence to the accounts l)etween them. II). All i-egular ti'ains on the Windsor 1 'ranch and Trunk J/me shall be run in tlie iisnal Avay by time table, which time tabh-' shall, in respect to the Trunk Line, be ])repared by the Riiperintendent on consultation with the Managei-. The Super- intenr;iiu'li so far iiotH'Ksary lor I lie j^MiidaiKH' of oHifi-rs ami iihii cii.ufu^'rtl niaiiilciiaiict' ol' llir railway. IT). Tlic speed ol' tlic! ('oiiipaiiy's trains on t lie 'rninU' Line and Windsor lirancli shall not exceed the speed adopted hy Himilar trains on tlio Government Railways in Nova Scotia. lii. The station ay'ents and other servants ol' the authorities at Windsor .liinctioii shall receive, and as I'ar as practicable carry out the instructions ol" the Manag'.'r in re.L,'ard to the arrival and dejjarture and working'' of the Company's trains, from or to the Windsor Uraiich, and he or they shall record in a hook to he kept for that pur[)ose the numbers and particulars of all eiii^ines, cai'ria<,''es, trucks, cars, or other vehicles passini^' thi'oiii,di such junction, and shall make a ruturirof the same daily to their resix'ctive owners. 17. The Company shall employ on the Trunk Line their own booking clerks, carting,'' a.q-ents, cartiiiL,' stall, or such other stalF as they may deem necessary for the booking,', collectini,'-, ch(>ckinfjr, invoicing?, receiving'-, delivering, or lorwardinir their own trallic ; and the autliorities shall, so far as practicable, pro- vitle suitable and convenient accommodatitm for such servants and for the accommodation of such business. 18. The Company in usinj,' the Trunk Line shall at all times observe the regulations and bye-huvs for the time l)ein,<,' in force thereon, and the authoi'ities in usinj^^ the Windsor Branch, for the purpose of repairinf,^ and nuiintaininj,' it shall at all times observe the regulations and bye-laws for the time being in force thereon. 19. In the event of the Company failing to operate the railways between Halifax and Annapolis, then this Agreement shall terminate, and the authorities may immediately i)roceed to operate the railway between Halifax and Windsor as they may deem proper and expedient. 20. The termination of this Agreement under the preceding clause is not to prejudice any rights which the Company may now have. 21. This Agreement shall take effect on the first day of January, 1872, and continue for 21 years, and be then renewed on the same conditions or such other conditions as may be mutually agreed on. Certified a true copy of the Articles of Agreement attached to the original Order in Council. (Signed) W. H. LEE, Clerk of the Privy Council. ,n \\ All ( .May ple;f oil ll Skctii. 1. !• 4. r.. y three-fourths in value of such creditors. 18 I 7. Tllc sclicllit' sliiill Im" (IrcliH'd lt< he USSt'lllt'il Ki l)\ llif pr(>r(r('ii('t' sliiiri'lmldi'is of llic Coiiiiiaiiy wlicii it is iiHHcnU'v ili;ii purpose in ih'' usual way. 1>. I'rovided thai tin' assent to the sclieme of any cla-s of Inddt'cs of niort,i,''a;,''es, lionds or dehenlui'e stocks, or of any class of preference sharehnldcrs, ^hall not he re(|iiisiif in ca-'c the selieiiic ddcs nut prejudicially ad'ect any ri^hi or- iiucresl^ of such class. 11'. If at any time within {'i)\\v months after lilini;' of the schenn', or within such extended lime as the Court from time to lime thinks lit to allow, the director-^ of the Comj)any con- sider the scln'me to be ussented to as hy this Act re(|nii'ed, they nuiy ap])]y to the Court by i)etilioi', in a summary way, for conlirmation of the scheme. Notice of any such application, N\ hell intended, shall be pid)lislied in the 0«zr/fr and in two othei' Ilalifax new^papei-s for at least two months jji-evious to such a])])lication. 11. After hearinjjf the directors, and any creditors, sharc- Inddors, oj* other ])artles whom the C.onrt thinks entitled to bo heai'd on the ai)pHcation, the Coni't, if satislied that the scheme has bt'en assented to as re(|nireil by this Act. and that no sulli- cient objection to the scheme has l)eeu established, may conlirm tho schonie. 12. The scheme, Avhen confirmed, shall be enrolled in the Court, and thenceforth the same shall be bindiuL,' and elVectual to all intents, and the ])rovisions thereof shall, ajjfainst an. I)iit wliicli chiims lia\n not heeii recognised or admitteil: And wliereas it is found (h'sirable tiuil the •^'aui^e of mils on the said bi'imch should he chan.i,''ed fr(»in theii- precnl live feet .six inches friiui^'c to the staiuhird gau^e of foui- feet ei<^ht and one-half inches: These ])resents witness that the said Cany shall and will, at their own cost and chari^e, on or Iieforc the lirst day (d' .Inly now next, in a propei', sulisianlial, and "workniaidike numner, but subject to tlie a])j)ro\al of tlu^ INlinister or ollicer a])pointe(l by him, chaiiLi'e the Liau.^e of the \Vinilsor and Annajiolis IJaihvay and malci' it conform to the present standard .uauire above named, and dt'iiver o\(r to the said ]Minister. or whom lie ma\' aj'point foi- that purpose, at such ]i!ace oi- places as may lie fixed, nine broad ;4'au,vo loco- niotiv<' eniiines. fourteen sets of broad ,uau,L;"e ])assentr(M- car trucks, and one hundi'ed and forty-five sets of bi'o;id i.-auir*^ freiirht car trucks, and also execute and deliNcr a release of all claims and demands whatsoever a^'ainst Her IMajesty or the (iovernment of Canada up to the tir.-t day of .luly. one thou.sand eiixhl hundre(| and '-f\ cnty-li'/e. In consideration whereof Her sai I Majestv, repicsi'i ttd as aforcaid, doth [•romi.'Je and agree to and with the said Com}i;uiy. r; 2 l« 20 Tliiit iijxtii tin* said chaiij^'o ol' d l)y siniihii' trains on tlie Govenimont Railways in Nova Scotia. 1(). The Station Agents and otlier servants of the (Jovern- ment at Windsor Junction shall receive and, as far as [jractic- able, carry out the instructions of the said JVfanaj^er in retj^aril to the arrival aiul departure and Avorkin^' of tlie ('onipany's trains from or to the Windsor Urancl), and he or they shall record in a book to ))e kejil for that ])iirpose the nundjers and l)articulars of all engines, carria,i]^es, trucks, cars, or other vehi- cles passinq' throu,s,'-h such junction, and shall make a return of the same daily to their respective ownei's. 17. The Company shall employ on the Trunk Line their own booking clerks, carting agents, carting staff, (jr such other stall! as they may deem necessary for the booking, collecting, checking, invoicing, receiving, delivering, or forwarding tlicir own trallic, ami the Government shall, so far as })racticable, provide stutable and convenient accommodation for such ser- vants and for the accommodation of such business. 18. The Company, in using the Trunk Tiine, shall at all times observe the regulations and bye-laws for the time being in force thereon, and the Government in using the Windsor Branch for the purpose of repairing and maintaining it shall at all times observe the regulations and hyc^-laws in force thereon. 10. In the event of the Company failing to operate the railways between Halifax and Annapolis, or in the event of the Company failing to pay to the Government thi> connnuted tolls above provided for in accordance with the terms hereof, the Government may immediately terminate this Agreemeid. 20. It is hereby distinct! j' understood and agreed that this Agreement is made without prejudice to and shall not in any way affect the rights or liabilities of either partj^ as they at present exist with respect to said Windsor Branch; and is made without prejudice to and shall not, except upon the question of damages, affect the litigation now pending in the Supreme Court of Nova Scotia between the Company and the Western Counties Railway Company and Her Majesty's Attorney-General for Canada; nor the Petition of Right filed by the Company in the Exchequer Court of Canada to which Her Majesty and the said the Western Counties Railway Company are parties; nor any other litigation which the parties hereto or the Western Counties Railway Company may, engage in with resi)ect to any matters happening prior to the date hereof. In witness whereof these presents have been signed Ly the Minister of Railways and Canals of Canada on behalf of Her Majesty and sealed with the Seal of the Department and countersigned by the Secretary, and have been sealed with ' '! ^ -! ■^1^ ^)]^' ("V)r])orate SkiI of tlio Company and oountor.sif?no.l l)y tlicir President. Th(3Cc)r])(»rat(^ Seal of the Company was liereto adixed aixl tins Indentufe signed by .Joseph l)ravo, ol' IJ and J, (ii'i'atWinchester J)nndiny's, liondon, President ot" the Conii)any, in th(,' presence of WM. II. CAUVWVAA., Secrclanj af Uw Con}])innj And of JOHN K. JACOMR HOOD. FRANCIS TOTHILL, Signed by the Minister and Secre- (jhARLES TUPPER, tary ot Railways and Canals in / nr- 4 .■ /> •/ the presence ot ' II. A. FISSIAULT, D. POTTINGER, Wibicss. J JOSEl^II P.IiAVO, r resident. \ Di rrclors. and Canals. F. BRAUN, Secretary. aya i I ■: V- =^■■7^:fyf:ti^m.■m3&msm!rP1l!'fm>^!fm<^Kr'-'v. 28 MEMORANDUM OF ASSOCIATION OF TIIK WrNDSOR AND ANNAPOLIS IIAILWAY COMPANY, LLMITEI). 1st. The n-.iino of the Conipimy is "TiII3 WiNDSOK AND Annapolis Railway Comi^any, Limited." 2nd. Tlu! Registored Ollice of the Compiuiy will bo Hituate ill Eiighmd. ',\vd. The objects for which the Company i.s established are: — 1st. The acquisition by purchase, or otherwise, of a Concession for the construction of a Railway from Windsor to Annapolis, both in the rrovince of Nova Scotia, and cho construction, building, working, and maintaining of the same Railway, including the ae([uisition by purchase or otherwise of all lands and buildings which the Coni])any shall think desirable for the purpose, and the resale of all surplus land. 2nd. The acquisition by purchase, or otherwise, of a Concession or Concessions for any branch, extension, or other Railway or Railways to be situate in the said Province or any other Province or Country adjacent or near thereto, and the construction, building, working, and maintaining of such last mentioned Railway or Railways, or the pur- chasing, leasing, or working of any such branch, extension, or other Railway from or under the Government of Nova Scotia, or any other Government, or private person or persons. Company or Companies. I^rd. The purchasing, construction, leasing, or hiring of steamboats, ferry boats, coaches, omnibuses, waggons, and other public conveyances, and of telegraphic wires and machinery in connection with, or as an assistance or addi- tion to the said Railway or Railways or otherwise, and the working and running the same for hire. 4th. The erection and construction of such machinery, works, and buildings, and the performance of such engi- neering or other work, and the buying and selling of such goods and commodities as it may be deemed advisable to erect, construct, perform, buy, and sell respectively, in connection with, or as auxiliary to the other hereinbefore mentioned objects of the Company. r)th. The doing of all such other things as are inciden- tal or conducive to the attainment of the above objects. «3^ •>«) *••' <' 4k^ •ttli. The liiihility of (lie Mt'inbrrs is rmiitod. 5111. 'JMic C!i[)il;ir()f the Coiuininv is ^r)()0,(H»(), divided into 2r),( )( »( ) shares of £20 eacli. We, the several IVrsons whose iianics and addresses are sub- scribed, are desirous cif bciii^' I'oruied into a ('(Hii})aiiy, in I)iirsuance of tliis MctiioraiKliiiii of Assoeiatioii. and we rrspce- tively a^H'ee to take (he nuiidx-i- of Shai'i'S in the eai)ilal of the said Company set o[)|iHsit(' to onr respective names. Names, Addresses, axd DKscKirTioNs op SunscuinEKS. Thomas 1-)RASSF>Y, 4, Great Gebrge Str«'et, West- minster, Contractor. William Henry PuN(HARD,Alllin]'f^ws Chambers, Lombard Street, in the City of London, Escpiire. Edwin Clark, Civil Engineer, 24, Great George Street, Westminster. *^ James Hexdrey, 15, Copt hall Chambers, London, Esquire. Edmund Kell Blyth, 10, St. Swithin's Lane, London, Solicitor. George Washington Harris, 0, Westminster Chambers, Esquire, S.W. Julian Horne Tolme, 1, Victoria Street, West- minster, Civil Engineer. Niiiiilicr (if Sliiucs tiikou l)y cacli Siil)scriher, Ten. Ten. Ten. Ten. Ten. Ten. Ten. Dated this Twenty-sixth day of Februaiy, 1807. Witness to the above Signatures, except those of Thomas Brassey and Edmund Kell Blyth. EDM. K. BLYTH, 10, St. Swithin's Lane, London, Solicitor. Witness to the Signatures of Thomas Brassey and Edmund Kell Blyth. J. H. TOLME, 1, Victoria Street, Westminster, C.E. It ( p r I 30 AIITICLKS nV ASSOCIATION' TllK WINDSOi: AM) ANNAl'OMS UAILWAV (JOMl'AXV, LIMITKI). I ':' ! Wfllilll'lAS llic si'vci'iil pci'soiis whose iiiiiiu's afc lni\Miiito siil>- sci'ilx'd have i'csoIvimI to form a Joint Stoc-k ('oiii|>any, I'or tlir piii'poscs or ohjt'C'lH iiK'ntioiicil in the .Mciiiorandiiiii o|' A-^^ocia- (ioii rcyisU'i'i'd licrcwith, ami to adopt the rules anre be sotuethiiiL!' in the subject matter or context rejiu^iiaut thereto, that is to say: Woj'ds expressive oi the sin<^iihir sliall include the plural, and woi'ds expressive of the plui'al shall include the sin,i,Milar; words referriiii^ to male persons shall include females; the word " month " shall mean a calendar month; and the woi-tl "share" shall mean shai'e in the capital of t!ie Com[)a!Ly and inclmlo stock. The " iioard " and the "Directors"' shall mean the (leneral l>oard unless otherwise si)ecially provided. ;'). in case the whole of the shares into which the nomiir.d ca[)ital of the ('om[)any is divided shall not be subscribetl for ()!• allotted, th(! reijcistered holdei'S of shares in the Company for the time bein<,' shall neverthidess bi' and eomlnue a>sociat(!d, and the i'i'lju la lions for the mana'^'enient of the Company shall })e in force in like manner as if the ^vllole of such shares had been subscribed for and allotted. 4. Every Member shall on ])ay!nent of the sum of Is. be entitled to have a coi)y of the Memorandum and Articles of Association. SIIAUKS. 5. A })erson shall \)r deenuMl to have accepted shares if, luivinur a])i>lied for an allotment of shares, any shares shall have been allotti'tl to him, or if Iw shall have siu^ned anv docinnent admittini^' that iie has accepted shares. (j. All shares shall be numbered, and every share shall be stinguished by its a]>])ropriate number. 7. All shares shall be deemed personal estate and he trans- > •M . be iiiissiblc as sncli, aii;lH'i'Nvi>i' as i( may lliii>k lit. The (.'()in|'Mii\ ' ,ui,V also, with tln' lilce absent, divide the caiiila! into two or M>r»' sei>ar.ile capitals, and mny dcclai'e in such way as it may f^ihik 111 to which capital each sliarc shall heloni!', and may ajiportioii the iindrftiikini,' or pfoiM i-ty of the Comi)aJiy lutwicn the sepa- rati' capit.i:.- thefcot, and may nialcc sncli reiiiilations as it may See 111 v.'ii'i refciti''' t'. ihe sei)afatioii of lli<' acconni;-, ei'. ,'2iid. The amotim pai«1, tn* a.^reed to be considi-red as paid, on th<' shares of each Meinbei'. iJrtl. Tlie dai«' which the name of any jjcrson was enteral on the re;,dster as a M^ndK f. •itli. The ilate at Avhlch any jx rsou ceased to be a ^Fember, or ceased to be entithd to any slnu'c previously held by him, and such Rt^'ister shall, in idl cases as between the ^[embei's and the Company, be considered conclusive evidence of the matter insisted theri'in, and as reuards all other ])ersons will l)e y>>"/>>/r^ /i'^/V' evid( nee of any matter 4i ^ >- the- : - (^'o j i i paiiie; ' A(4, li-^l' i 'J , " i :j.i jni i' M[ tn ]jt » inserted therein. 10. Once at least in every year tlie Directors shall cause a list to lie made of all pt'rsons who on the fourteinth day succeedin]f,' the day on whi(di the Ordinary General ]\Ieetin.i,^ of the Company, or if there l)e more than oni> Ordinai'y Mei tin;f,' in eacli yiar. the lirst of such Ordinary Cu'neral niei tiniis shall be held, wt-re then holders of shares in the Ct»ini)any, and such list shall state the names, addresses, and occupations of all the persons therein mentioned, and the number of shaivs held by each of them, and shall contain a summary specifying the foUowinir p;uticulars : — 1. The amount of nominal ca})ital of the Company and the nmnber of shares into which it is divided. 2. The numlier of sliares taken from the commence- mi nt of the Company u]) to tlie dat(> of the summary. .'i. The amount of calls uiade on each share. •!. The total aniount of calls received. .'). The total aiiiouui oi' call. un])ai«i. (". The total anxnint of shares forfeited. •{>/ •)*• ( I 7. 'riic iiiiiin'i, iitlilr«'S>i«'H, iiiid \)\ shall forthwith ])v for- waiMlcd Id the l>t';^Msli'ai' of .loiiit Sinclc (Jouipanics. 11. No notici' of any trust, ('X|)n'ss('d, (tr iniplird, or con- Htrnctivc, nhall hu cnti'rcd on the iif^^'istt'i' or \>r i-cci'ivahh' l»y the Conipany, and tlx' ('oin|)any shall not hi; hound to srt' to the execution of any trust, wlu-tju-r expi'essed, or Implied, or const I'uctive, to which any hIku'o nuiy ho Huhject, and tin* receipt of the person in whose name any Huch share shall stand in the Weiiistei', or, if it shall stand in the names of more l)ersons tiiaii one, Ihe I'eceipt of any one of the persons in wliosi! name th(> same shall stand shall fi'om time to time be a Hullicient dischar^'e to the (N)mpany for any dividend or other sum of money payable in I'espect of such share, not wit h- standini,' any trust to which such share may then he subject, aiul whether or not the ('()m[)any shall have had iu)tice of such trust ; and the Com])any shall nt^t be bound to see to the apj)li- cation of the money paid ujion any such reci'ipt. 12. The allotment of such shares as may not at the (lat( of the reg'isti'ation of these Articles ha\e been allotted, or a^l•■^•ed to be allotted, and also of any additional shares, in case any such additional shari'S shall be created under the j)ower for that ])ur])ose hi'reinaftei" contaiiu'd. or under any other jxtwer, shall exclusively be made by the Directors for the time beinj^". V.\. The sum of £2 in respect of each share allotted by tho Company, or such larj^'^er sum as may be tixetl by the Directors, shall ])e i)aid by the pi'rson to whom such share shall be allotted, previously to or on tlu- allotment thereof, as shall be api»ointed by the Directors, and either in one or more instalmenis, and the said sum of £2 or sncli hu'Cfei' sum as aforesaid in res])ect of each such share shall be (h'enied and taken to be ilie first payment upon such share. 14. The Directors may, from time to time, make such Calls upon the Members in respect of all moneys nnjtaid on their respective shares as the}' shall think fit, ju'ovided that one month's notice at least be /^nven of each call ]jy advti'tisement, so that no call l>e made payable within two months «;f the time at which the immediate preceding: call shall have been made payable, nor exceed the sum of £.") : and each Meml)er shall be liable to pay the amount of evei-y call so made to the ])ersims and at the time or times and place or places ajipointed l)y the Directors. 15. The Directors may i)rescribe a more extended ])eri()d of payment of calls in the cast' of IMendu'rs reiristered as resident bevond the limits of the United Kinirdom, and mav X 33 I presniln* ami iiiiikr siicli oHmt iiil«'s. iT<,'iili«li(»iiM. jiinl (lir«'('ti(»ns \'r(K\\\ liiiir i prescrilie. lun should the former certiticate mil he produced for the purpose (tf Iteini! cancelled or destroNt'd. then a n«'W certiticate shall he yiveii any of not exceedinjjf 2s. (id. 21. Any p«'rs(»n who shall have become entitiecl to any share in any way other than hy transfer, may, instea. The transfer shall l)e ju-esented to the Company accom- l)anied Avilh snch evidence as they ma\' recpiire to prove the title nf the transferor, and thereupon and upon payment (if c I 34 required) of a fee tn thr ('(jinpaiiy of not exceeding' l2s. fnl. for each and every transfer contaiiietl in any deed tlu- (dinpaiiy shall register iht- transferee an a MemUer. 21). The Cnnip.tiiy may decline to register the tnmsftr of any share made iiy a Meml>er indebted to them, and shall have a piimary lien upon all the shares of any Member for the amount of any debt due from him to the C'omjjany. •ith'^'r solely or jointly with any other }>erson : and the foinpany may absolutely sell and disjiosf of all or any of the sliari's of any Member so indebtefl to them, and may transfer any such shares and apply the proceeds of such sale in or towards payment of the flebt flue from him as aforesaid, and the consent of any such MemV)er shall not 1)e necessary for giving validity to any such sale, disposition, or transfer, and the purchaser of any such shares shall not l;e bound to ascertain whether such power of sale shall have arisen : and a resolution of the Directors that such sale shall l)f' made, and the entry of the nume of the j»nr- chaser in the register, as the Indder of shares shall confer a good title on the ptirchaser as against all i)ersons whomsoever, whether claiming under thest> Articles or othei-wise howsoever, and exempt the purchaser from all liability in respect of his purchase money. 27. The transfer books may l)e closed for any ptn-iod not cxceedini; fourteen davs iinmediatelv i)receding the Oivlinarv General Meetinir in each year, and also at such other time as the Directors may deem ex})edient, so that the same be not closed for any greater period in the whole than thirty days in any one year. FOHFEITUHK OF SHARKS. 28. If any Member shall fail to pay any call due on the day appointed for payment the Company may at any lime thereafter during such time as the call shall remain unpaid, serve a notice on him. requiring him to pay such call, together with all interest and exi^enses that may have accrued by rea.son of such nonpayment. 29. The notice shall name a further day, not being less than fourteen days from the date of the notice, on or l)efore which such call and all interest and expenses are to I)e paid: it shall also name the jjlace or places where ])ayment is to be made: it shall also state that in the event of non-payment at the time ami place appointed the shares in respect of which such call may have been made shall be liable to be forfeited. 3(1. If the requisition of any such notice as aforesaid be not complied with, any shares in respect of which such notice shall have been .,iven may at any time thereafter before payment of all calls, interest, and expenses due in ivspect tln-reof has been made, be declared to be forfeited by a resolution of the Dirpctor.*? to that effect. f 35 • »re it l>e ir ;il lich ^' 31. Every share so t'nrfeited shall l)e deeuiod to be the pro- perty of til" Uouipany, and may lif disposed of and transferred in such juanner as the JJirectorssliall think lit, or the same may be cancelled. .'?2. xVny xMember who-f shares may have been forfeited shall, notwithstanding, be liable to j)ay to rhe Company all calls owinft- upon such shares at the lime of the forfeiture thereof. SHAKE WAIfRAXT.S TO BEARER. 32a. The Directors may, should they think lit, with respect to any share which is fully paid up, or with respect to. any stock, issue a Warrant under their Common Seal to any Share or Stock- holder, upon payment of a fee not exceedin,u: five shi]]in^^s for each Wai'iant so issued, and of the stam[) duty imposed on such Wari'aiit; and such Wai'ram shall rntitle the bearer thereof to the share or shares or stock therein specihed, and ma\' i^rovide by Coupons or othei'wise for the payment of the future divi- dends on the share or shares or stock included in such Wai'rant, and such Share Warrant shall entitle the bearer to the shares or stock speciiied in it, and such shares oi* stock may be transferred bj' the delivery of the Share Warrant. 32b. The bearer of a Share \VaiTa)it shall, upon ])aynu'nt to the (Jompany of a fee for each W'arram of two shilliiij^s and sixpence, be entitled on surrenderin.t;' such W'aiiani for cancel- lation, to have his name t'litered as a Member in tiie register of Members. i52c. Evei'y bearer of a Share Warrant shall be deemed to be a Sharehohlt'r in the (Company to the extent of the shares or stock specifii'd in siieh Share Wari'ant, but shall imi in respect of such shares or stock be qiuilihed to be a Director of the Comi)any. INCREASE IN CAPITAL. 33. The General Ijoard may at any time, with the sanction of the Members i)reviously j,qven in General Meeting;, increase the capital of the Company by the creation of new shares of the nominal value of ;t20 each, which shall be payable in such manner, and by such instalments, and l)e disposed of by the Directoi's, in stich manner as the General Meeting creating the same shall direct, or in case no such direction shall be fjfiven by such meeting then as the Directors shall see (it. The Directors may also at any time, with the like sanction, incor])orate with themselves any other person or persons or Company or Com- panies having objects within the scope of tjie Memorandum of Association of this (,'om]»any, and may increase the capital of the Company in numner herein i)rovided for the purpose of such incorporation. 34. Any capital raised by the creation of new shares shall be considered da part of the original capital, and shall be subject c 2 i- 3G to the same |)r()visi(iiis in all i-espects with referenr-*- to the fcn*- feit iii't of sliarts on nun-paynicnt uf calls or otherwise as if it ha«l been part of ilic original c'a|)ilal. 3'). Nntiee of any increase in tin- capital of thr ('oinjiany shall he j^iven to the H»\tristrar within lificeii ilays fi-om the passinffof the resolution by wliichsucli incjease shall have been amhorisetl. REDUCTION OF CAPITAJ.. ,3r)a. The Company may by special i-esolution pas>ed at any General Meetinjjf reduce its share caiiital, subject. ho\\ever, to the provisions and conditions in that respect contained in "The Companies Act, 18(i7." GKNERAL MEKTINCS. oH. The first Annual General Meetincj shall be held at such time, not l»einjT more than twelve months aftei- tlie incoi-pora- tion of the Company, and at such place as the Directors may determine, 37. Subsequent General ^feetinu's shall l>c held at >uch time and place as may be pivsci'ilicd l)y ihc Director-^: but a General !\[eeting of the Company shall lie held (»nce at least in every year. .38. The aliov»'-mentioned General Meetings shall be called Ordinary Meeting's: all othei- General Meet in,i,'s shall be called Extraordinary. 31). The Directors may^whenever they thiid<: lit. and tht-y shall, upon a lequisition in wjitini;' by (uie-third of the ^lendiers holding in the agai-egate not less than one-tenth par-t of the shares, convene an Extraordinary General .\Ieeting. 4:1 >. Any requisition so made by the Members shall express the object of the Meeting proposed to be called, and shall be left at the registered Olhce of the Company. 41. Ujion the receipt of such riMpiisition the Directors shall forthwith pi-ocei'd to convene a General Meeting. If they do not proceed to convene the same within twenty-oiu- days from the date of such receipt, the requisitionists may themselves convene a Meeting. 42. Seven days" notice at the least, specifyin.^ the time an[eiiil)ers be not pn^sent, tlie Met'tini,"-, if convened u|)n ol' the IVIend)erH, sliall be dissolvetl. In any other ease it shall stand adjourned to the next (hiy (Surnhiy excepted) at the same time an(l place ; and at t^uch adjonrnrd Mt-ctim; a t|Uornni shall he three, and if that number of Memhers be not then ])resent, it shall l)e adjourned .s/z/r ^//r. and no Inisiness shall be Irausiicled exce[)t the '. r)2. The (V)mpany may in (ieneral Meeting from time to time, by a special res(dution, alter ami make new provisions in lieu of, or in addition to, any of the regulations of the Company 38 for tlie time bein^ in force, so tliat sucli ultei'ed oi' lU'W pro- visions he ill ;u'Cor< lance with tlie laws for the time heiiig' in force, ill respect In ('omjianies with limited liahiJiiy. r>l). A resolution shall he deemed to he a special resolution of the Comiiany whenever the same shall have heen i)assed hy three-fourths in niinih(M' of such Memliers of the Comi)aiiy, for the time beim;' entitled to vote, as may be present in ])e]'snn or by proxy, at any Meetinjf^ of which notice specifying the inten- tion to propose such resolution may have been duly given, and sucli resolution shall have been confirmed by a majority of such ^Members for the time being entitled to vote, as may be present in person or by proxy, at a subse<|uent Meeting, of which notice shall have iDeen duly given and held at an interval of not less than foui'teen of the Company not loss than foi'ty-oiyht hours before the time of holding'' the Meeting for whieli such proxy may have been ii:i\('n. 1)2. Proxies may l»e in the I'oi'ni I'ollowinj^', oi" to the like ellect:— of a ]\[end)er oi" till' Windsor and Annai)olis Jiailway Com])any, Jiimited, do hereby appoint of whom failing- of to be my jii'oxy in my absence, to vote in my name npon any matters relating- to the saitl Company, to be jjroposed at the Meeting of the Mendjers in the said Company to l)e held on the day of next, or an adjournment at such Meeting, in such manner as the said shall think projjer. In witness whereof T have here- unto set my hand [or if a Cor])oration, say the (Jommon seal of the (,'orporation,] the day of 18 (III No objection shall be made to the validity of any vote exce])ting at the Meeting at which such vote shall be tendei-ed, or at the Meeting (if any) to which the proceedings of such Meetings shall be reported in the regulai" course of business, and evei-y vote, Avhether given in person oi' by proxy, not dis- allowed at one of such Meetings, shall be deemed valid foi' all pui'})oses whatsoever. GENERAL AND PROVINCIAL BOARDS. t)4. There shall be a General Board, which shall meet at such place as it may think fit, in England, and a Provincial Boai'd for the management of the affairs of the Company in Nova Scotia, to be appointed as soon as the affairs of the Com- pany i-equire the co-opei-ation of a Board of Management in Nova Scotia. G5. The General Board shall consist of not more than seven, nor less than three Mendjers. The Provincial Board shall con- sist of not more than five, noi* less than three Members. ()G. The first (leneral Hoard shall be appointed by the subscribei'S to the Memoi'andum of Association, and until such General Boai-d be a})poinied, the subscribers to the Memor- andum of Association shall be deemed to be the General Board. m 40 \ li i 61. Thv lirst Provincial Board nhall hv ai)])oint('(l by the (tcik'imI IJoartl, as somi as tlic all'airs of thi' (' the (Jeneral Boai'd, ami to the control thereoi", the Pro- vincial iJoard when a[)])oinled shal I nuuiai^f the i-eneral wnrkint,' of the liail wav ami the all'aii's of the (vouiijanv in Nova Scot ia.ami may ajjpoinl and oi' otherwise from the concessionnaires, the concession for the construction of the Windsor and Annapolis llaihvay mentioned in the Memorandum of Association of the Company, and to take whatever steps it shall think fit for carrying such concession into effect and for consti uctiny. e(juip]»ing, and working such Raihvay. The General P)oard shall also (with the assent of the Company in General Meeting) be at liberty to take steps to carry out the object of thi' Company, as set forth in the :2nd. 3rd, and 4lh heads of the third paragraph of the Menu)randum of Association. For these purposes the Genei-al Board shall issue such rules, bye-laws. anoare such poi'tion of the iindei'lakin^'' of the (.'ompany as it may think lit, and ^^cncrally may exercise all such powers ol' the (*ompany as are not by the ( 'om|)anies' Act, l.SiI'i, or by these Articles required to be exercised by tin- (."(uniKiny in General Meetintj, subject nevertheless to any reuulalioiis ol' these Articles, to the pro\ isions of the Companies' Act. ISd'J. and to such reifulal ions (consisteiu with the aforesaid re;L;ula- tionsor pros isions) as maybe j)rescribed l>y the Coni|»an_\ in (Jeiieral Sleeting-, bid iio retju hit ion made by the Company in (Jenei'al jMeet in, i,"- shall insalidate any prior act of the Cem'r;il or Provincial P.oard, which woidd ha\e lieen \alid if such re,i,'ulat ion had not been made. 7-1. The (Ieneral and Pro\incial iJoards resiieciisch mav act notwithstamliiiL; any vacancx or vacancies in their ImmIv. 7'). The (iou'ral Hoard may from lime to lime. siibj»'ct to stich iH'i;iilations as shall be made by them, anihoi'ise the Manager or Seci'etary, or any other pei-sou or pei-sons to make, accept, and emlorse on behalf, and in the name of the Conijntny, bills of exchanall\ done, to ])urchase, acijuire, rent, and hold hnids, tenements, (jr hereditaments in (Jreat P.ritain or elsewhere for the ijuijiosc-- of the Company, and to disjiose of, mortnati'e, lease, and olherwi -e mana-.^e tin* lands, tenemeiits, and hereditaments "o |turrhased, ac(|uii-ed, i-eiited. and leased as they shall from time to lime «leem advisalth' foi' the iiitei'est of the Company, (SO, The ollice of a Meud)i'i' of the (lenei'al or Provincial Board shall be vacated : — if he accei»t any other oflice of ])rofit under the (•omi)any. if he 1)ecome lunatic or of unsound mind, oi- bankrui)t, or compound with his creditors, or be absent from Kni^land or Nova Scotia, as the case may be, for six consecutive months, without the consent of the I'oard. If he cease to hold the (pudilication hereinl)efoj'e jjrovided. 81. Any Member of eithei- the General or Provincial Boards shall be dis(iualihed fi-oni voting in respect of any contract in which he may lie intei-ested, eithei- directly or indirectly, whether individually oY as a Member of any C(mipany which has entered into a contract with the Company, and if he does vote his vote shall not be counted. Provided nevertheless that any agreement to be entered into by the Company for the pur})oae of the said concession for the said Windsor anil Annapolis Railway, while the subscribers to the Memorandum of Associa- tion shall be acting as the General Board, shall be valid notwithstanding such subscribers to the Memorandum of Asso- ciation, or some of them may be concessionnaires, or interested in the sale of such concession, and may have voted in refei-ence to such agreement. ROTATION OF DIMKOTORS. 82. At thy first Ordinary General Meeting of the Company in the year One thoui'and eight hundi-ed and sixty-nine, and in every subsequent year, two of the Members of the General Board shall retire from otiice; and the Directors to retire shall. i. J i 4;i i. r^ unless the Dii-ectors u^'i-ce anioii^'- rlicniHelvt'S, be ileteniiiietl by liallot, until iill the (leueral lioard shall have i-etired IVdui olliee, siu'h ballot to be t;ilcen IV(»mi lime to liuie,an(l to lie e\clusi\ely liniiled to the Directors lierehy ajjpoiiili'd \vh(» shall riot have ^•oui' out of olliee, until there sbali be not more than two such Directors, and then such last reniaininj^' Directors or Director shall be the Directoivs or r)irector next to retire ; and when all the Directors hereby ai)i)ointed shall have retired, or shall bo no lonyrer in olliee by virtue of tiie oi-iyinal appointnient hereby made, then in every subsequent year the Director or two Direc- tors (as the case may be) who shall have been lon«rest in otfico shall retire. 8!i. A retirin^^ Director shall be eli^'ible for re-tdection. H4. Every Metuber who nuiy intend to ])r(H)os(^ a caiulidate for the Direction, shall leavi' initice in writing' of such intention with the Secreliu'y at least five days before the day of election, and exclusive thereof. 85, The (yompany, at the Annual CTetieral Meetiny at which any Director ^diall retire in mannei' aforesaid, shall lill up the \acated otiice by electinic a Director in his sleae made, the r('tirin<^ Director shall be deemed to have been re-elected. 87. Any casual vacancy occurring in the (Jeneral Board may be lilled up by the rt'inaininj.;' Directoi-s, or l)y an Kxtra- ordinary (Jeneral ]\Ieetin,i>' of Iht^ (!omj>any, but any ])ers()n so (dioseti shall retain his olbce so loni^' only as the vacating? Director would have rt^ained the same if no vaciincy had occurred. 87a. The Com})any in (ieneral Meeting,' may, by a special resolution, remove any Director before the exi)iratioii of his period of office, and may, by an ordinary resolution, appoint another person in his stead. The jjcrson so appointed shall hold ottice durinjL,'' such time only as the Director in whose place he is appointed would have held the same had he not been removed. 88. Any Director may retire from office, by j^nving not less than seven days' previous notice in writing at the Registered Office of the Company. 89. The Provincial Board shall retire from office in such order, and in such rotation as shall be regulated by the General Board, and the retirement of such Members as .sliall, under such regulations of the General Board, be appointed to retire, shall take jjlace on the exjiiration of one month from the date of the first Annual General Meeting of the Company in each year, and the vacancies-' to be thereby caused shall be filled up by the General Board. Any casual vacancy occurring in the Provincial Board may be tilled up by the remaining Members, subject to confirmation bv the General Board. 44 IJ. I'IJ()CKKI)LNoard may (Udeirate an\ of iheir |»o\vers to (y'oHimitlees, consisiinn' of such Meinher or Memhers of their l)(»d\ as I hey think lit. Any Committee so fornn'd shall, in the exeri'iseof I he powers so delej^ated, conform to any re^'u- hitions thai may l)e im|iose(l on tliein l)y the jl(»ard appointin;^^ them. \y.\. A ('oimnittee may elect a Chairman of tiieir Meeiini^s; if no such ('hairman he chosen, or if at any .Meetinj^ he l»e not present at the time appointed for holding the same, the Members present shall choose one of their number to be ( Miainnan of such Meetiiiii^. 94. A Committee may meet and adjourn as they think propel'. Questions at any IVIeeting of a Committee shall be determined by a majority of votes of the Members present, and in case of an equality of votes the (Jhairman of the Meeting shall have a second or casting vote. 11.'). All acts done by any Meeting of the General or Provin- cial r)oar iiffn'esaid. if ))ur|M)rtiii>^' to he simifd by t)it> CMiiiii'iiiai) of such Mcctin;,' of a ISoiird or ('oiiimitt«M', or by tlir (Miainnan of the in'xt siK-crcdiii^' Mcrliiiy:, shall Itc re- rcivM'tl ill cvitlciK't' in all \o<^n\ j)roc'('P(liim's; and until the con- trary h^' provt'd e\«'ry (HMici-al Mcctin^^ of the Company and Meetings of Boanls in respect of the proceedings of which Minutes have Ijeen niaiU' siiall be deemed to iiave lieen duly held and convened, and all resolutions ))assed thereat, oi* pro- ceeilinj,'s had, to have lieeii duly passed and had. OH. Notice of every change in tlie situation of the registered Office of the C(»mpany shall be forthwith given to the Hegistiar of .Joint Stock Companit'S. W. The General Board shall always provide that the name of the Company shall be kejit j^ainted or affixed to or on the outside of every office or place in which the business of the C(»mpan> may foi- the time being lie carried on, in a C(»nsj)icuoua ))osition, in letters easily legible, and also that the name of the Company V)e engraven in legible characters on its seal, and that its name be menti Directors to be aftei- elected shall be determined u})on their election by the Special Genei-al Meeting, to be held as before provided, oi- at any subsecjuent Ordinary General Meeting of the Comi)any. The Members of the Pro- vincial Board shall receive such salary or othei- remmiei'ation as may fi'om time to time be determined by the General Board. 101. The Com})any from time to time ma}', by the resolu- tion of a General Meeting, increase or diminish the remunera- tion of the General Board; provided that such remuneiation shall never, without the unanimous consent of the General Board, be less than the minimum remuneration hereinbefore provideel. 102. The remuneration of the General and Provincial Boards respectively shall be distributed among themselves in such mode and proportion as the respective Boards may determine. MANAGER OR MANAGING DIRECTOR. 103. The General Board may at any time appoint any i 6 i 46 pciHoii tlwy ">i>y Hiink lit, whctlior (|u;iIifUMl or not (jiiiilified to l)t' ;i Director, to ;ict as Mnii.i|4:<'r or Miiiiaj^'m^ I)ii»'cli»r upon such tcriiiM :iiioard may, with the sanction of theCom- pany in (ieneral Meeting', deidare a tlividend K) Ite paid to ihe Momlters in piopoi-tion lo ilie number of liieir respective shares. lO('). No dividend shall lie payable on tin- ordinary or deferi'cd shares except out of the profits arising' from the busi- ness of the Couipany, including' therein interest oi- di\ idends received by theCou4)any in respect of any moneys eitlu'r perma- nently or tempoi'arily investetl by the-ni or })laced out at interest; but to provide I'or the e(|iialisation of di\ idends, uihances uiay be made from tiuie to tiuu' out of the reserve fuiul and ap|)lieil in })ayment of tlividends. ]()7. The Members may be paid out of the capital of the Company interest at the rate of £i\ per cent. \h'V annum upon the amounts for the time bein^'paid upon their respective shares, from the time when the same were resjiectively ])aid u}) to the time of the completion of the authorised line of Kaihvay, for the construction of which such shai-es were issued and the openinjjr of the same for puldic traflic. or if the Railway shall lie com- pleted and opened in sections, interest after the rate aforesaid shall be payable only upon so much of the amounts so paid up as shall be applicable to that portion of the Railway which is not then completed and opened foi- trallic. 108. The General Hoard may, if they see lit to do so, pay out of the capital of the Comi)any interest on sums \y,\id upon shares in advance of calls. 109. The Company may guarantee dividends to the Pivfer- ence Shareholders, and may on l)ehalf of the Conijiany advance and pay the dividends so j.,''uaranteed during construct i. The remuneration of the first Auditors shall be deter- mined by the General r>oard, but that of all future Auoard, at the ensuinjL^ OinUnary Meeting. 129. The first Auditor or Auditors shall be appointed by the General Hoard, to aci iiiiiil the first Ordinary General Meet- ing of the Company whall have taken place, and Auditors Hhai.l have been apjjointed l)y the Members as before provided. NOTICFS. 130. Notices required to j)e served upon or given to the Members in pursuance of the regulations of the Company, or otherwise, may be served either personally or by leaving the saiin?, or sending them through the post in a letter addressed to the Members at their registered places of abode, and every such notice left or posted as aforesaid shall be deemed to have; been duly served on the day of leaving the same or on the day after the day on which it shall be posted, and in case of persons registered as residing (»ut of Great Britain on the day on which, in the ordinary course of post, it ought tii be delivered, although the person to whom it phall have been directed be deaei, or never receive the same. 131. Kach Member who shall be registered as resident out of the Uniteil Kingdom, nia}' leave a memorandum in writing at the registered Ollieeof the Company, sp«'cifying some address in Kngland to whi(;li notices for him shall be sent, and every pnjvision in these Articles contained, and every regulation of the Company for the time being in force, and every resolution or order of the General l^oard, whereby respectively any notice shall be required to be served or given to the Members shall, as well MH to Members who shall be registered as resident else- where, be deemed to lie duly complied with, and every such notice shall be deemed to have been eil'eetually served or given, provided sucli notice be sent by post to each Member having a registered address in the United Kingdom, directed to such registered address; and to each Member not having a registered address in the United Kingdom, who shall have left such memorandum at the registered Office of the Company as afore- said, directed to the adilress specified in such memorandum, and it shall not be necessary to serve, give, or send any notice upon or to any other Member whatsoever. 132. All notices directed to be given to the Members, shall, with respect to any shares to which persons may be jointly entitled, be given to whichever of such persons shall be named first in the Registry of Members, and notice so given shall be sufficient nolie** to all the proprietors of such sliares. 133. All notices required by the Companies' Act, 1862, or by M 50 / thesL' Articles, to be ^'iven by advertisement siiall be advertiaed once in one of the London newspajiers. 134. Any siiuimons or notice required to be served upon the Company, may be served by leavinpfthe same, or sendinjr it throu^'h the post, addressed to the Comi)any, at their registered Office. 135. Any summons, notice, writ, or proceeding requiring authentication by the Company, may be signed by any Member of the General Board, Manager, or other authorised officer of the Company, and need not be under the Common Seal of the Company, and the same may be in writing or in print, or pai-tly in writing and partly in print. DISSOLUTION OF THE COMPANY. 136. The General Board shall take all necessary proceedings for the voluntary winding up of the Company in accordance with the Acts for the time being in force for the voluntary winding up of Companies with limited liability: — 1. Ah soon as 70 per cent, of the capital of the Company shall have been lost or become unavailable. 2. Whenever a General Meeting, by a special resolution, shall have agreed that the Company shall be wound up. INSPECTION OF REGISTER AND OF BOOKS OF ACCOUNT. 137. The Rt'gistei- of Members and the books of account (except such as must of necessity be kept elsewhere) shall, together with evn-y such copy as aforesaid, be kept at the Registered OHice of the Comjiany : and, subject to any reason- able restrictions as to time an rr.> \ i ^ ' 62 SPECIAL RESOLUTION OF THE WINDSOR AND ANNAPOLIS RAILWAY COMPANY, LIMITED. Passed 10th April, 1873; Confirmed 25th April, 1873. Special Resolution passed at an Extraordinary General Meeting of the Shareholders of the Windsor and Annapolis Railway Company, Limited, duly convened an«l held at the Offices of the Company, 24, Great Winchester Street, in the City of London, on the lOth day of April, 1871^, and confirmed at a like Meeting dulv convened and held at the same place on the 25th day of April, 1873. " That Article 75 of the Articles of Association of the " Company be and the same is hereby repealed and replaced " by the following Article : which shall be, as it is hereby " declared to be, one of the regulations of the ('ompany: — " Art. 75. The General Board may from time to " tinu% subject t«» such regulations as shall be " marie by them, authorise the Manager <»r Secre- " tary, or any other person or persons, to make, " accept, and endorse on behalf of and in the " name of the Company, bills of exchange and " promissory notes, and may also from time to " time borrow money for the pnrj)oses of the Com- " pany upon bonds or debentures of the Company, " secured by a mortgage or charge of or upon ail " or any part of the Conipany's property, or upon '* such other security or in such other manner as '* they may think fit: Provided always that nothing " in these Articles contained shall authorise the " Board to borrow upon mortgage or upon bonds " or debentures, or partly upon one of such secu- " rities and partly upon the other of such securities, " any sum or sums of money exceeding in the "aggregate the sum of l!3()(),(M)0 without the " authority of a General Meeting, but with such " authority they may bcjrrow any further sum " thought expedient." JOHN FIELD, CJutirunui. 63 0^ AY General inapolis I at the the City ried at a e on the n of the replaced s hereby ipany: — time to siiall be or Secre- to make, 1 in tlie iifje and time to he Com- ompany, upon ail or upon inner as nothing rise the n bonds ch secu- curities, in the lout the ith such er sum nuin. SPECIAL RESOLUTION OF THE WINDSOR & ANNAPOLIS RAILWAY COMPANY, INOOKPORATED IN ENGLAND AS THE WINDSOR AND ANNAPOLIS RAILWAY COMPANY, LIMITED. Pa.s>al 4th February. \xih ; Confirmod 2'M<\ February, 1875. Special lloaohition passed at an Extraordinary General Meeting of tlie Shareholders ui the Windsor and Annapolis Railway Company (incorporated in England as the Windsor and Annapolis Railway Company, Limited), duly convened and held at the Offices of the Company, No. 24, Great Winchester Street, in the City of London, on the 4tli day of February, 1875, and confirmed at a like ^Meeting duly convened and held at the same place on the 23rd day of February, 1875: — That, upon confirmation by the Sui)reme Court of Nova Scotia of the Scheme of Arrangement dated 2(ith January, 1875, and entitled " A Scheme of Arrange- " ment between the Windsor and Annapolis Railway " Company and their (Creditors, proposed by the C'om- " pany in exercise of the power and pursuant to the " provisions of an Act of the Legislature of the Pro- " vince of Nova Scotia, assented to on the 12th day of " December, 1874, and intituled 'An Act to facilitate " ' arrangements between Railway Companies and " ' their Creditors,' " the said Scheme, with any altera- tions or modifications which may be made by the Court on the application for such confirmation, shall be added to the Articles of Association of this Company and form part of the regulations thereof, and that all provisions of the existing Articles of Association of this Company, or any Special Resolution of tliis Com- pany, inconsistent or at variance with the said Scheme (as confirmed by the said Court), shall be thenceforth deemed to be repealed or varied so far as requisite to give due effect to the provisions of the said Scheme. JOSEPH BRAVO, Chairman. WILLIAM ROSS CAMPBELL, Secretary. .. .aHMJi;A'^-^*.ar^fy^f'9^-''^^''^^^^T<'^!^:^^'^^^^^ .■^^ II \', V • 54 Supreme Court of Noua Scotia. Filed 12tli February, IHT.'); Cuiifirmt'tl 11th AiiguHt, 1875; Enrolled 'M)th September, lS7r>. WINDSOR AND ANNAPOLIS IIAILWaY COMPANY. Scheme of Arran(;ement. . Halifax, ss. In the Supreme Court, ) Halifax, 1875. j In re THE SCHEMK OF ARRANGEMENT Of the Windsor and Annapolis Railway Com})any, Limited. I, Martin I. Wilkins, of Halifax, in the (bounty of Halifax and Province of Nova Scotia, Prothonotary of Her Majesty's Supreme Court of Judicature for the Province aforesaid, hereby certify: — 1st. That a rule of Court herein for the confirnuition and enrolment of the Scheme of Arrangement hei-ein, and dated the llth day of August last past, waH filed in this Court on the day of the date hereof, and, in i)urHuance of said rule, said Scheme of Arranu:ement was this day (>nrolled in this Court; 2nd. That annexed hereto, marked " A," is a true and correct copy of said rule for confirnuition herein: 3rd. And that annexed hereto, marked " B.," is a true and correct copy of said Scheme. In testimony whereof I have suliscribed ray hand /^ N^ and affixed the seal of said Court hereto this 3()th day ( LJ9. of September, A.D. 1875. V / M. I. WILKINS, Vroihonotnry. i '/'>/. 55 A." / (This is the "rule" referred to in my Certificate of the 'M)th 8e])teinl)er, I87r>.) M. I. WILKINS, PrnthotKdnry . Halifax, sa. In the Snprenifi Court, i Halifax, 1875. )' Sgnd. W. Y. In re THE SCilEME OF AHHANfJEMENT Of the Windsor and Annapolis Kailway Coini)any, Limited, with their Creditors, On hearing read the Schemt' of Arrangement al»ove-men- tioned, the rule nisi hei-ein and the allidavit of the itnblication and service thereof, the several })apei-s ;ind nt-wsjiaiiers on file herein, and in reference to the sann; and on aj"giinient, it is ordered that the said Scheme of Arraiigcinent he, anauy") and (heir ( 'i»'any were authorised, as part of the said undertaking:, to use certaiii i-ailways or portions of railways in Nova Scotia, one of such railways lyinj? betweeti Halifax and the Windsor Junction and called the Ti'unk Ijine, andtheother lying between the Windsor Junction and the junction of the said railway with the Windsor and Annapolis Railway at or near Windsor, and called the Windsor branch : And whereas, by two several Indentures of Mortgage, dated the 30th day of June, 1871, and the 31st day of October, 1873, the whole of the rolling stock, plant fixed and moveable, machinery, engines, gearing tools, implements and other chattels of the Company in the Province of Nova Scotia were expressed >^ of 30th lotary. fcors, |ic()- wt'i* hikI Jatiirc of I2tli day I'ju'ilitate rul their 'omjiaiiy, MiiL'hiiul ;in.i,'(lf»m, liitu and id work- ►vinci' of I'rovinct^ hr doni- (li .Iiine, the said of 8ep- as or in mijiany, |ve(l and uncil on |rt of the •aihvays lifax and Ihe other of the ly at or |e, dated 3r, 1873, )veable, Ichattela Ipressed i7 to be mortgaged to certain peraons carrying .on the business of bankers in England, known as and hereinafter called "Messieurs Robarts, Lubbock and Company," for securing the payment by the Company or the Windsor and Annapolis Railway Company, Limited, to Messieurs Robarts, Lubbock and Company of moneys not exceeding £25,000: And whereas the Company acting as or in the name of the Windsor and Annapolis Railway Company, Limited, have issued debentures (hereinafter called "the first debentures,") to the amount of ,£200,000, wlnreby the undertaking of the Company, and future calls on shares, and all the tolls, and sums of money arising by virtue of the said undertaking, are expressed to be assigned to the holders of the first debentures until the principal moneys (part of the said sum of £200,000) secured by their respective .Ai^.,^^lj:^t^'i. iming ipany inder )f the this stra- and the from ae of the tunts and por- first ture as from the date of the tiling of this scheme, hut Hiibject as here- inafter mentioned : and from the same date the holders of the firHl debenturep Hhall be disentitled to all remedies on those debt'iitures. H Debenture Stock shall also be issued at par to all creditors of the Company at, the time of the tiling of this scheme (except such creditors as may be entitled to |>ayment by means of A Debenture Stock, or to cash under the terms hereinafter mentionerl ) in satisfaction of the amonnis then due to them respectively: IVovifled that the creditors hereinafter mentioned shall be entitled to cash payments to the extent hereinafter mentioned, that is to say: — (A.) The officers, solicitors, engineers and servants of the Company shall be entitled to payment in cash of all moneys due to them for salaries, wages and costs and expenses bona fide incurred or chargeable in the service of the Comi)any, according to the ordinary course of business. (B.) All other creditors of the Company whose respec- tive debts shall not amount to £fj() or upwards, may, in lieu of H Debenture Stock, demand and receive cash for the amount of their debts. Certificates of the li Debenture Stock shall be issued to the holders of the first debentures in exchange for these debentures, and to the creditors entitled to receive the same as aforesaid, as soon as possible. Provided always, that if in all or any of the three years next after the filing of this scheme, the net income of the Company for such year after paying or providing for the interest on the A Debenture Stock shall be insufficient to pay the interest on the whole of the B Debenture Stock then issued and subsisting, the holders of the B Debenture Stock shall be entitled to, and shall accept further amounts of B Debenture Stock equal to and in lieu of the amounts of interest due to them respectively, which such net income as aforesaid shall be insufficient to pay. 6. From and after the filing of this scheme no action, suit, or other proceeding against the Company or affecting property of the Company, except proceedings in respect of the obligations hereby imposed on the Company or against the Company as carriers, or proceedings in respect of liabilities incurred after the filing of this scheme, shall be continued or commenced without the leave of the Court: Provided that the coats of any action, suit or proceeding already commenced may be taken into con- sideration by the Court in which such action, suit or proceeding may be pending, and if allowed may be added to the debt claimed. 7. Leave to continue or commence any action, suit or pro- ceeding may be obtained on summons or motion in a summary way in the same manner as the Court is by the 3rd Section of the Act under which this scheme is filed empowered to restrain any such action. n ^ 60 H. The Hoiini of DirectorH of the Company shall be re- oonHtituttMl for the purpose and to the extent hereinafter mentioned ; and ho soc^n .is this scheme Hhall have been con- firmed and enrolled, the present lioard of Directors ahull be bound to caii meetings for that piirpf)se. The present hoard of Directors ghall act for all purposeB until the Hoard is re-constituted. U. The re-constitution shall b»' as follows: — (A.) The presiMit Hoard shall continue and retire in rotation, and vacancies b«i sui)plied in their seats as hereto- fore, and their powers shall only be interfered with to the extent, and during the period consequent on the provisions hereinafter contained. (B.) There shall be two additional Directors (herein- after called the H Debenture Stock Directors) to represent the holders of the ]\ Debenture Stock until the interest on the H Debenture Stock shall have been paid in full for three years consecutively. 10, For the purpose of electing the K Debenture Stock Directors and supplying' vacancies in their seats, the Hoard of Directors shall call meetings of the holders of the B Debenture Stock in the same mann<>r as meetings of Shareholders. The meetings shall be held at such places as the Hoard shall appoint and shall l)e conducted in the same manner (as far as ajjplicable) as meetings of Shareholders. The H Debenture Stock Directors shall hold olfice for three years from the date of their election and be eligible for re-election. 11. This scheme may be altered or modified by the Court in any way in which the Court, on the application for the con- firmation of this scheme, may think fit. In witness whereof the Company have hereunto caused their Corporate Seal to be afiBxed the 2Gth day of January, 1875. The Corporate Seal of the Company was ^ hereto affixed in the presence of JOSEPH BRAVO, Chairman. WILLIAM R. CAMPBELL, Secretary. ^ " each, and 5.025 Ordinary Shares of £20 each. 63 Halifax, s.s, Kilfl '2i\{h Si'ptenilior, 1H82 : Kiirnlletl lOtli Ai>ril. IHHIj. /// the Su/Jtrnir (loiirt of Nora Srofift, 1882. WIXDSOK AND AN^NAI'OIJS RAILWAY COMPANY. SCHEMK OF AKRANGKMENT, Dated IHtli Septonihor. 1 882. Halifax, s.s. /// t/if SKincmc Court, 188:5. In the Matter of the Windsor and Annapolis Railway Comj)any; and In the Matter of an Act intituled "An Act to t'acili- " tatearraiii^einents between Railway ('oinpaniesand their " Creilitors," assented to on the 12th Decemher, 1874. 1, Simon II. Holmes, I'rothonotai'V at Halila.x of Her Majesty's Siij)reiiie (Joiii't for- the l'ro\ince of No\a Scotia, do hereby CiM'tify unto whom it may concern, that the Scheme of Arran^t'ment of the Windsor and Annapolis K'ailway Company, a true copy whereof is iit-reunto anne.\e<|. mai'ked "A," was duly tiled in the said Supreme ('ourt (»n the 2(')th day of Sep- tember, 1882, and the said Scheme was by a rule of the said Supreme Court of Nova Scotia, ^'ranted and passed the lOth day of Aj)ril, 188|{, duly conlirme(l. And 1 do furthei- certify that on said IDth day of April. 188;}, the sai< the Company were constituted and incoiporat«'d by an Act of the Legislature of Nova Sc<»tia passed the 7th May, 18(J7 ami (havin*' been formed and rei^istered under the stvle of the Windsor and Annapolis Railway (.'ompany. Limited, as a Joint Stock Com])any in Eni,dand, in conformity with the pro- visions of the Statute of the Unitany respectively dis- tinguished aa A Debenture Stock, which bears interest at the rate of £(! per cent, per annum, and the issue of which to the amount of t;7r),000 was authorised by the provisions of a Scheme of Arrangement dated the 'itith January, 187'), proposed l>y the Company and subsequently duly tiled, confirmed, and enrolled in conformity with the provisions of the said Act of the 12th December, 1874, and B Debenture Stock, also bearing interest at the rate of I't) per cent, per annum, and authorised and issued to the amount of t'liat ),( H )( I under the provision.s of the aforesaid Scheme of Arrangement of the 2t)th January, 187'): And whereas under the provisions of the aforesaid Scheme of Arrangement the interest on the said B Debenture Stock became and is charged as a first charge on the net income of tlie Company, subject only to the interest on the .said A Debenture Stock, and the payment of such interest may be enforce* I by the appointment of a Receiver: And whereas the net income of the (.ompany has been and is insufficient to pay the interest on the said B Debenture Stock, and the arrears now due and unpaid in respect of such intere.st, with the amount to become due to the 1st October, 1882, will amount to the sum of £7U,Ul)U, and the accumulation of such II the Cer- ttiotd ry. ipaiiy and piiir^uanee lie of tlie h U«'L'eiii- intreiiM'iits tors." »or;it«M| by 7tli May, tlie style iiited. as a I the pro- led "The Act of the lude the ively dis- st at the h to the |a Scheme d by the enrolled the 12th interest lised and i.s of the 1H7'): Scheme ■»' Stock lie of the benture reed by |een and Stock. interest, |«2, will lof such 65 arrears is injurious to the interests of the Company and their creditors and Siiureholders : And whereas the amount of the share capital of the Com- pany as at present autliorised is t'.')!)! I,( )( )0, in sliares of £20 each, of which tliere have lieen issued l"),!)!.") shares, amounting to £;i(>l,r)t)0, all of which an- fully i)aid up. And whereas, havinj.r re^'ard to the circumstances aforesaid, it will be for the advanta^'e of the Company and th«Mr said Creditors and Sliarrholders ih-i* the liabilities and the existinjjf capital of the (.'umpaiiy as to so niiieh of their loan capital as consists of the said I J Dtbfinui • Stock, and as to their exist inpf share capital, shall l)e re-adjusted in manner hereinafter ])ro- vided so as to effect a new security and provision for tlic said holders of the said 15 Di'benture Stock, which shall be more beneiicial to {\\v\n and also to the Company and their Share- holders than the existini,' s«'curity: Now therefore the Company in pursuance of the provisions of the said Act ol the lieLrislature of X<»va Scotia, intituled " An Act to facilitate arran^'ements between K'ailway Coini)anies and their creditors," have pre|)ared and j)ropose the following Scheme of Arrany'einent as betwei'n them ami their cn'ditors: — 1. As froDi the dale of the iilinir of this Scheme (but subject to the confirmation and enrohnent (liere<>f in due course) in pursuance of the said Act, the s;id 11 Di'benture Stock for £;ir)( ),()()(), and the securities. riLrhts. and interests theretofore subsisting in resi)ect thereof, inclinlini: all arrears of interest thereon and all certificates of indi'btedness issued by the Com- pany in respi'ct of such arrears, shall l)ecome and be abrogated and determined, and in lieu thereof the holders of such IJ Debenture Stock shall be entitled to such new Debenture Stock and to such Preference Shares in th»' Company as hereinafter provided for. 2. Immediately upon this Scheme being I'ln-olled there shall b(^ created and in due course ihereafti'r issued by the Directors of the Company new W Del)enture Stock to the amount of £20(),0(M) (l)eing the amount of ;')() per cent, of the capital of the existing B Debenture Stock, and about 35 per cent, of the arrears of interest thereon as aforesaid) which shall bear interest as from the 1st October, 1S82, after the rate of £4 per cent, per annum, and be payable half-yearly on the lat April and 1st October. 3. The new B Debenture Stock shall be a first charge upon the undertaking and rolling stock of the Company (including their right and interest in any line of Railway other than their own line which they are or noiay become entitled to by lease, or to work under any agreement or running powers) subject only ta the said A Debenture Stock, and the interest on such new B Debenture Stock shall be the first charge on the net income of the Company accruing from the 1st October, 1882, .subject I /J \ !S / 6C only to till' i);iyiiu'iit tlu'ivout of tho interest on the A Dcbontniv Stock. I'rovitUil always that the said char^'o in irsiu'ct of the interest oi' tlic new \\ Debenture Stuck may he enforced (as if tlu' same were iiilcrcst on oi'diiiary drbciitures u\ the ( '(Hiipaiiv) l)y means of a l>'» tdxer of siieli mt income on liohaif of tlu' holders of the lit \v 1) Dcbontun' Stock, in case the interest thereon shall not l>r ])unctiially paid, or in case the possession by the ('o)iipany of tlieir Railways ami iimhi-takin^'-, or the receijjl ol" the I'evcniies tlu'iei)f may be iiitcifoi'cd with or endaiiirered so as to i)i(judice or »ndam,^er the security of the holders of the new \\ Dcbentm*' Stock. 4, Immedi.itiJy upon this Scheme bein^' enrolled there shall l)e created, and in diK* coiii'sc issiu-d as hereinafter i)ro- vided, Preference Shares of the C()mpany to the aiiKtmit of £:2:L'(»,r)(l(l (beini'- the amount of ."»() jx-r cent, of the cajiital of the existini,^ 15 Debi'iiliire Stock, and of ('»,"» percent, of the arrears of interest ihei-eon ), and there shall also be issued as hereinafter provided new Ordinary Shares of the Company to the amount of t:i(»0,:)()0. 5. The said Preference Shares shall bear and the holders thereof shall be entitled to dividend on the amount thereof after the rate of IT) per cent. j)er annum, as from the 1st October, 1882, payable half-yearly out of the net income of each current year after that date, in jjrefeience and priority to any nce and i)riority to any of the Ordinary Share Cai)ital./ The holders of the said Prefen-nce Shares shall be entitled to one vote in respect oJ' every such share hehl by them respectively. i\. The said Preferi'iice Shares and new Ordinaiy Shares shall be i.^sued as fully paid up shares of £20 each, aiid shall be allotted ami issueil rateably (as to the IVeference Shares) to and amongst till' registered holdei-s of the existing \\ Debenture Stock, and (as to thi' nt'W Ordinary Shares) to and amongst the holders of the existing shares of the Company, in proportion to their lespectiv*' holdings of such Debenture Stock and Shares respectively. In order to admit of such proportionate allot- ments l)eing exactly made, (he Directors nuiy, as to a sulKcient number of the said Preference and new Ordinary Shares respec- tively, make such arrangements for the issue of scrip certificates, subdivided shares or stock, or otherwise as may be requisite or convenient for that i)urpose. 7. Immediately upon such new Ordinary Shares being allotted as aforesaiil to the said Sharehohlers of the Company, tho shares theretofore held by them respectively, and tho certi- bontnro t ol" the (I (iis If iiipany) I' of tln' intci'i'St ssfssion , or the Witll DT .- of tlU' (I tluM-e Ft IT pro- (timt of tl of tlu' iiiTciirs •eiuaftiT iiiuount holders thereof October, cnri'ent livideiul >iiil)aiiy, miule oil any iiy the aid in Jai)ital./ Mititled them Shares I shall ires) to (entiire ^'st the tion to Shares allot- icient espec- icates, ite or I being fpany, certi- Q7 ficates thereof and all entries in the registers of the Company with respect thereto shall ])e cancelled. 8. From and after the next Ordinary General Meeting of the Company after the enrol iiK'iit of this Sehi'ine the additional Directors of the (Company heretofore appointed and acting under the i)rovisions of the afoi-csaid Scheme of the 2()th January, LST'), as 11 Debenture Stock Directors shall cease to be or to act as such J)irt>rtoi-s, an