CHAP. 68, An Act to amend the Act to incorporate the Winnipeg and North Pacific Railway Company. [Assented to 16th April, 1889.] HEREAS the Winnipeg and North Pacific Railway Preamble. to amend, as hereinafter mentioned, the Act incorporating 1. Section twenty-one of the said Act is hereby repealed Section 21 reand the following substituted therefor: pealed; new section. tended. "21. The works hereby authorized to be constructed Time for conshall be commenced within two years from the first day struction exof January, one thousand eight hundred and eighty-nine, and the Company may prosecute the said works from time to time as they deem necessary, or the circumstances of the case require, so long as not less than twenty-five miles of the said railway are constructed and operated in each year after the said works have been commenced; and upon the failure to construct and operate twenty-five miles of railway in any one year, as above provided, then the power thereafter to continue the construction shall cease and determine, but the right of the Company to the portion constructed shall not thereby be affected OTTAWA: Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most Preamble. Short title. Interpretation. CHAP. 69. An Act respecting the Canadian Pacific Railway Company. [Assented to 16th April, 1889.] WHEREAS the Canadian Pacific Railway Company has, by its petition, represented that its railway system is composed of various railways, having an aggregate mileage of five thousand and ninety-seven and one-half miles, principally lying within the Dominion of Canada, each of which it now holds either as owner or lessee; that it has entered into obligations in respect thereof, in some cases for debts and securities created by other parties upon such railways and assumed by it as part of the price of acquisition thereof, in some cases for the rental of leased railways, payable to the holders of shares and securities issued by the lessors, and in other cases for charges created by itself upon the railways owned by it,--such obligations bearing different rates of interest, being payable at different periods respectively, and being described in detail in the schedules A and B, to this Act appended; that for the purpose of consolidating its said obligations, and for the other purposes in its said petition and hereinafter described, it desires to issue consolidated debenture stock, bearing interest at a rate not exceeding four per cent per annum, and constituting a charge upon its entire railway system; and whereas it has prayed for authority to consolidate its said indebtedness and to make the said issues of consolidated debenture stock upon such conditions and with such powers as Parliament deems fit, and it is expedient to grant the prayer of the said petition : Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. This Act may be cited as "The Canadian Pacific Railway Act, 1889." 2. The expression "the Company" when used in this Act means the Canadian Pacific Railway Company, as now constituted. debenture 3. The Company, being first authorized so to do by at Consolidated least two-thirds of the votes of the shareholders present or stock may be represented at a special general meeting duly called for the issued. purpose, may, from time to time, issue consolidated debenture stock, payable either in Canadian currency or in sterling money of Great Britain, and bearing interest at a rate not exceeding four per cent per annum,-which consolidated debenture stock shall, subject to the priorities created in respect of charges existing at the time of such issue and to the payment of any penalty imposed for non-compliance with the requirements of the "The Railway Act" respecting returns to be made to the Minister of Railways and Canals. and to the payment of working expenses as at present defined by law, become a first charge upon and over the whole of the To be a first undertaking, railways, works, rolling stock, plant, property undertaking. and effects of the Company, including all the rights of the Company in the several railways held by it under lease, and all branches or extensions of the said railways now held by the Company either as lessees or proprietors thereof, including the branch from Mission hereinafter mentioned; but the charge created by such consolidated debenture stock on any Subject to branch or extension of any railway, or any part thereof, held certain provior operated by the Company and lying in whole or in part beyond the international boundaries of Canada, shall be according to the law of the State in which such branch or extension or portion thereof is situate: Provided always, Proviso: that nothing in this Act shall take from any of the securities rights saved. mentioned in the said schedules any right or priority which it now has, or give it any new right. charge on the sions of law. gations. 4. The amount of consolidated debenture stock which of what composed. may be so issued by the Company shall be composed of,(.) Such amounts as are issued for the purpose of satisfy- Existing obliing the said existing obligations or of acquiring the stock or other security in respect of which they exist, upon such terms as are, from time to time, agreed on between the Company and the holders thereof; poses. (6.) Such further amounts for the general purposes of the General purCompany, the annual interest upon which, in addition to the annual interest upon the consolidated debenture stock issued under the next preceding paragraph, together with the annual interest, dividends and rentals, as the case may be, payable in respect of so much of the said existing obligations as are still outstanding, shall never exceed the annual charges on the Company set out in the schedules to this Act, namely the sum of four million three hundred and sixty-five thousand and twenty-nine dollars, or its equivalent in sterling money; of lines. (c.) A further amount to be issued for the improvement of Improvement the said railways held by the Company either as owner or lessee, including double tracks, sidings, permanent bridges, grain elevators, warehouses, workshops, wharves and Branch line in British Columbia. Application. Security of holders of obligations set forth in schedules. grounds, and for additions to its plant and equipment, not exceeding in the aggregate five hundred pounds sterling per mile of such railways; (d.) And a further amount not exceeding three hundred and thirty thousand dollars for the completion of a branch line of eleven miles, now under construction from Mission in British Columbia to a point south thereof on the International boundary. 5. The consolidated debenture stock authorized to be issued under paragraphs (a), (b), (c) and (d) of the next preceding section of this Act respectively, and the proceeds thereof, if sold, shall be used exclusively for the purposes mentioned in the said several paragraphs respectively and for no other purposes whatever. 6. So long as any portion of any one of the said obligations set out in the schedules to this Act is not satisfied, or the stock or other security in respect of which such obligation exists is not acquired under the provisions hereof, the portion of such obligation, if any, which has been satisfied and the portion of such stock or other security which has been acquired, shall be held by the Company as still subsisting and continuing as a security pro tanto for the benefit of the holders of the said consolidated debenture stock, in the same way, in all respects, as if the portion so satisfied or acquired had been duly transferred to and was held by trustees for the benefit of the holders of the said conWhen obliga- solidated debenture stock; and when the whole of any one tions are sat- of such obligations shall be satisfied, or the stock or other security in respect of which it exists shall be acquired, then it may be either cancelled or continued in force, in the way above mentioned, whichever shall be most for the advantage of the holders of the debenture stock so to be issued under this Act as aforesaid and of the shareholders of the Revenue to be Company; but unless and until default is made in payment of any interest on such stock, the revenue derived from the portion so redeemed, acquired or converted shall be considered as part of and included in the general revenue of the Company. isfied. general re venue until default. When only holders of consolidated stock may vote. Right to vote 7. The holders of the said consolidated debenture stock shall not have the right of voting thereon, unless and until the Company makes default in the payment of a portion of an instalment of the interest due thereon, constituting not less than ten per cent of such instalment of interest on the outstanding consolidated debenture stock, nor unless and until such default has continued for the space of ninety days: 2. But if such default occurs, and as often as it occurs if there is and continues for ninety days, all holders of debenture failure to pay stock issued and outstanding shall ipso facto have the interest. right to vote thereon as shareholders, at all meetings of the shareholders of the Company, in the proportion of one vote for every one hundred dollars thereof (not including fractions of such sum) and shall have all the rights and powers of ordinary shareholders; and from Ordinary and after the period at which holders of the said consoli- right to vote shareholders' dated debenture stock acquire such right, the ordinary shall cease. shareholders or holders of the common stock shall cease to have the right to vote or act as shareholders of the Company: revive. 3. But if, at the end of any calendar year which elapses When the after such default, the net earnings up to that date are suffi- right shall cient to satisfy all interest in arrears, including the interest matured for and during that year, or, if not sufficient, if the shareholders pay the deficiency, then, in either of such cases and thereafter, the right of the holders of consolidated debenture stock to vote as aforesaid shall cease, and the right of ordinary shareholders or holders of common stock to vote and act as shareholders shall revive and shall thereafter have full force and effect, but subject from time to time to all the provisions hereof in the event of a subsequent default in the payment of interest as aforesaid for ninety days. of such stock. 8. Previous to the issue of any of the consolidated de- By-laws rebenture stock hereby authorized, the Company shall make specting issue by-laws prescribing the amounts in which, or in multiples of which, the said stock shall be issued, and the rate or respective rates of interest thereon, and whether different issues shall bear different rates of interest, if deemed expedient, and the dates and places at which such interest shall be payable, containing also provisions for the convenient transfer and registration of such consolidated debenture stock, which registration may be in classes if such stock is issued at different rates of interest (each class comprising only stock bearing one and the same rate of interest) and the due exercise of the remedies of the holders thereof, and for all other matters incidental to the said issue, its protection and general management; and such by- By-laws to laws shall form the basis of the issue of such consolidated form basis of debenture stock, and shall not be altered in any matter affecting the interests of the holders of such stock otherwise than as is therein provided; and a certified copy of such by-laws, Deposit of authenticated by the seal of the Company, shall be deposit- copy. ed for reference in the office of the Secretary of State of Canada. issue. 9. The amount of the debenture stock to be issued under As to issue in this Act in respect of the Atlantic and North-West first mort- Atlantic and respect of gage bonds shall be governed by the annual charge thereon North-West specified in Schedule A until the subsidy in respect of that Railway. railway specified in Schedule B shall cease to be paid, after |