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EM
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44 VICTORIA.
CHAP. I
An Act respecting the Canadian Pacific Railway.
Ij
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[Absented lo \bth February 18S1.]
WHEREAS by the terras and conditions of the admission
of British Columbia into Union with the Dominion of
Canada, the G-overnment of the Dominion has assumed the
•obligation of causing a Railway to be constructed, connect-
ing the seaboard of British Columbia wath the Railway
system of Canada ;
And whereas the Parliament of Canada has repeatedly
•declared a preference for the construction and operation of
such Railway by means of an incorporated Company aided
by grants of money and land, rather than by the G-OA'ern-
ment, and certain Statutes have been passed to enable that
■course to be followed, but the enactments therein contained
have not been effectual for that purpose ;
And whereas certain sections of the said Railway have
been constructed by the Grovernment, and others are in
course of construction, but the greater portion of the main
line thereof has not yet been commenced or placed under
contract, and it is necessary lor the developement of the
North- West Territory and for the preservation of the good
faith of the G-overnment in the performance of its obliga-
tions, that immediate steps should be taken to complete and
operate the whole of the said Railway ;
And whereas, in conformity wath the expressed desire of
Pc.rliament, a contract has been entered into for the constru >
tion of the said portion of the main line of the said Railway,
and for the permanent working oF the whole line thereof,
SSI
which contract with the schedule annexed has been laid
before Parliament for its approval and a copy thereof is
appended hereto, and it is expedient to approve and ratify
the said contract, and to make provision for the carrying out
of the same ;
Therefore Her Majesty, by and with the advice and con-
sent of the Senate and House of Commons of Canada, enacts^
as follows : — . ^
1. The said contract, a copy of which with schedule
annexed, is appended hereto, is hereby approved and
ratified, and the Government is hereby authorized to per-
form and carry out the conditions thereof, according to their
purport. . ,^^ • ^.
2. For the purpose of incorporating the persons mentioned
in the said contract, and those who shall be associated with
them in the undertaking, and of granting to them the
powers necessary to enable them to carry out the said con-
tract according to the terms thereof, the Governor may grant
to them in conformity with the said contract, under the-
corporate name of the Canadian Pacific Kailway Company.^
a charter conferring upon them the franchises, privileges
and powers embodied in the schedule to the said contract,
and to this Act appended, and such charter, being published
in the Canada Gazelle, with any Order or Orders in Council
relating to it, shall have force and effect as if it were an Act
of the Parliament of Canada, and shall be held to be an
Act of incorporation within the meaning of the said
contract.
3. Upon the organization of the said Company, and th&
deposit by them, with the Government, of one million dol-
lars in cash or securities approved by the Government, for
the purpose in the said contract provided, and in considera-
tion of the completion and perpetual and efficient operation
of the Kailway by the said Company, as stipulated in the
said contract, the Government may grant to the Company
a subsidy of twenty-five million dollars in money, and
twenty-five million acres of land, to be paid and conveyed
to the Company in the manner a»\d proportions, and upon
the terms and conditions agreed upon in the said contract^
and may also grant to the Company the land for right of
way, stations, and other purposes, and such other privileges
i.
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as are provided for in the said contract. An^l in lieu of the
payment of the said money subsidy direct to the Company,
the (xovernment may convert the same, and any interest
accruing thereon, into a fund for the payment to the extent
ot such fund, of interest on the bonds of the Company,
and may pay such interest accordingly ; the whole in
manner and form as provided for in the said contract. •
4. The Grovernment may also permit the admission free
of duty, of all steel rails, fish plates, and other fastenings,
spikes, bolts and nuts, wire, timber, and all material for
bridges to bj used in the oriuinal construction of the said
Canadian Pacific Hail way,as defined by the Act thirty-seventh
Victoria, chapter fourteen, and of a telegraph line in con-
nection therewith, and all telegraphic apparatus required
for the first equipment of such telegraph line, the whole as
provided by the tenth section of the said contract.
, 5. Pendino the completion of the eastern and central
sections of the said railway as described in the said contract,
the Grovernment may also transfer to the said Company the
possession and right to work and run the several portions of
the Canadian Pacific Railway as described in the said Act
thirty-seventh Victoria, chapter fourteen, which are already
constructed, and as the same shall be hereafter completed ;
and upon the completion of the said eastern and central
sections the G-overnment may convey to the Compiny, with
a suitable number of station buildings, and with water ser-
vice (but without equipment), those portions of the Canadian
Pacific Railway constructed, or agreed by the said contract
to-be constructed by the Grovernment, which shall then be
completed ; and upon completion of the remainder of the por-
tion of the said railway to be constructed by the Govern-
ment, that portion also moy bo conveyed by the Grovern-
ment to the Company, and the Canadian Pacific Railway
defined as aforesaid shall become and be thereafter the abso-
lute property of the Company ; the whole, however, upon
the terms and conditions, and subject to the restrictions and
limitations contained in the said contract. \i ;
6. The Government shall also take security for the co iti-
nuous operation ot the said railway during the ten years
next subsequent to the completion thereof in the manner
provided by the said contract.
I
SCHEDULE.
This Contract and AaR^iEMENT made betweei^ Her
Majesty the Queen, acting in respect ot the Dominion
of Canada, and herein represented and acting by the
Honorable Sir Charles Tupper, K.C.M.G-., Minister of
Railways and Canals, and Greorge Stephen and Duncan
Mclntyre, of Montreal, in Canada, John S. Kennedy of
New iZork, in the State of New York, Hichard B. Angus
and James J. Hill, of St. Paul, in the State of Minnesota,
Morton, Rose & Co., of London, England, and Kohn,
lieinach & Co , of Paris, France,
• ' ' '
Witnesses : That the parties hereto have contracted and
agreed with each other as follows, namely : —
1. For the better interpretation of this contract, it is
hereby declared that the portion of Railway hereinafter called
the Eastern section, shall comprise that part of the Canadian
j'acific Railway to be constructed, extending from the
Western terminus of the Canada Central Railway, near the
East end of Lake Nipissing, known as Callander Station, to
a point of junction with that portion of the said Canadian
Pacific Railway now in course of construction extending
from Lake Superior to Selkirk on the East side of Red
River ; which latter portion is hereinafter called the Lake
Superior section. That the portion of said Railway, now
partially in course of construction, extending from Selkirk to
Kamloops, is hereinafter called the Central section ; and the
portion of said Railway now in course of construction,
extending from Kamloops to Port Moody, is hereinafter
called the Western section. And that the words " the Ca-
nadian Pacific Railway," are intended to mean the entire
Railway, as described in the Act 37th Victoria, cap. 14. The
individual parties hereto, are hereinafter described as the
Company ; and the Government of Canada is hereinafter
called the Grovernment.
i^
I)
2. The contractors immediately after the organization of
the said Company, shall deposit with the Government
$1,000,000 in cash or approved securities, as a security for
the construction of the Railway hereby contracted for. The
Government shall pay to ihe Company interest on the cash
deposited at the rate of four per cent, jior annum, half-
yearly, and shall pay over to the Compniiy the interest
received upon securities deposited, the whole unt.U
default in the performance of the conditions hereof, or
until the repayment of the deposit, and shall return the
deposit to the Company on the completion of the railway,
accor.ling to the terms hereof, with any interest accrued
thereon.
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3. The Company shall lay out, construct and equip the
^aid Eastern section, and the said Central section, of a
uniform gauge of 4 feet 8 J inches ; and in order to establish an
approximate standard whereby the quality and the character
of the Railway and of the materials used in the construction
thereof, and of the equipment thereof may be regulated, the
Union Pacific Railway of the United States as the same
was when first constructed, is hereby selected and
fixed as such standard. And if the Government and the
Company should be unable to agree as to whether or not
any work done or materials furnished under this contract
are in fair conformity with such standard, or as to any other
question of fact, excluding questions of law, the subject of
disagreement shall be from limo to time referred to the de-
termination of three referees, c no of whom shall be chosen by
the Government, one by the Company, and one by the two
referees so chosen, and such referees shall decide as to the
party by whom the expense of such reference shall
be defrayed. And if such two referees should be unable
to agree upon a third referee, he shall be appointed
at the instance of either party hereto, after notice
to the other, by the Chief Justice of the Supreme Court of
Canada. And the decision of such referees, or of the ma-
jority of them, shall be final.
4. The work of construction shall be commenced at the
eastern extremity of the li]astern section nbt later than the
first day of July next, and the work upon the Central section
shall be commenced by the Company at such point towards
the eastern end thereof on the portion of the line now
under construction as shall be found convenient and as shall
be approved by the Government, at a date not later than
the 1st May next. And the work upon the Eastern and
Central sections, shall be vigorously and continuou'^ly car-
ried on at such rate of annual progress on each section as
shall enable the Company to complete and equip the same and
f ach of them, in running order, on or before the first day of
May, 1891, by which dale the Company hereby agree to com-
plete and equi p the said sections in conformity with this con-
tract, unless prevented by the act of God, the Queen's enemies,
intestine disturbances, epidemics. Hoods, or other causes
beyond the control of the Company. And in case of the
interruption or obstruction of the work of construction
from any of the said causes, the time lixed for the comple-
tion of the railway shall be extended for a corresponding
period. ^ >
5. The Company shall pay to the Government thecost, ac-
cording to the contract, ot the portion of railway, 100 miles in
length, extending from the city ol Winnipeg westward, up to
Ihe time at which the work was taken out of the hands oi the
contractor and the expenses since incurred by the Govern-
ment in the work of construction, but shall have the right
to assume the said work at any time and complete the same,
paying the cost of construction as aforesaid so far as the
same shall then have been incurred by the Government.
6, Unless prevented by the act of God, the Queen's
enemies, intestine disturbances, epidemics. Hoods or other
causes beyond the control of the Government, the GoA^ernment
shall cause to be comple^^ed the said ]>ake Superior section,
by the dates fixed by the existing contracts for the construc-
t:on thertof; and shall also cause to be completed the
portion of the said Western section now under contract,
namely, from Kamloops to Yale, within the period lixed by
the contracts therefor, namely, ' y the thirtieth day of June,
1885 ; and shall also cause to be completed, on or before the
first day of May, 1891, the remaining portion of the said
Western section, lying between Yale and Port Moody, which
shall be constructed of equally good cpiality in every respect
wuth the standard hereby created ior the portion hereby
contracted for. And the said Lake Superior section, and the
portions of the said Western section now under contract, shall
be completed as nearly as practicable according to the
specifications and conditions of the contracts therelor, except
in so iar as the same have been modified by the Government
prior to this contract.
7. The RailvA^ay constructed under the terms hereof shall
be the property of the Company : and pending the comple-
tion of the Eastern and Centr-il sections, the Government
«hall transfer to the Company the possession and ri j^ht to w ork
and run the several portions of the Canadian Pacific Kail-
way already constructed or as the same shall be completed.
And upon the completion of the Eastern and Central sections,
the Government shall convey to the Company, with a suitable
rxumber of station buildings and v/ith water service (but
without equipment), those portions of the Canadian Pacific
^Railway constructed or to be constructed by the Government
which shall then be completed ; and upon completion of the
remainder of the portion of railway to be constructed by the
Government, that portion shall also be conveyed to the Com-
pany, and the Canadian Pacific Railway shall become and
be thereafter the absolute property of the Company. And
the Company shall thereafter and forever elliciently main-
tain, work and run the Canadian Pacific Railway. , .
8, Upon the reception from the Government of the
possession of each of the respective portions of the Canadian
Pacific Railway, the Company shall equip the same in con-
formity V. ith the standard herein established for the equip-
ment of the sectiouo hereby contracted for, and shall there-
after maintain and efficiently ox)erate the same.
O. In consideration of the premises, the Government agree
to p^rant to the Company a sul sidy in money of 125,000,000,
and in land of 25,000,000 acres, for which subsidies the con-
struction of the Canadian Pacific Railway shall be complet-
ed and the same shall be equipped, maintained and operated,
the said subsidies respectively to be paid and granted as the
work of construction shall proceed, in manner and upon the
conditions following, that is to say : ''. - '
a. The said subsidy in money is hereby divided and
appropriated as ioUovvs, namely: — ,,.-.. ■ ...
' ' ■ "^ ^ CENTRAL i-KCTlO.V. , . ,, . ,, , ,, . .
Aasuniprl at 1,350 miles — < ■ ■ . ■ ■■ . . ,..,,• ...
1st.— 900 miles, at $10,000 pi^r mile | 9,000,000
2nd.— 450 " " 13,333 " " 6,000,000
^n.':^■^.^■■y 'r'Hi $15,000,000
EASTER>f SECTION. v,^- ,.' -^ ^. . -
-Assumed at 650 miles, subsidy equal to $15,384.61 ^^ermiIe 10,800,000
$25,000,000
I
8
And tho said subsidy in land is heroby divided and appro-
priated as follows, subject to the reserve hereinafter provided
for : —
CENTRAL SROT.Oy.
]9t.— 900 miles, at I2.nnn Rcrcs per mile 11,2SO,000
2tid 450 '• '• 16,6GG66" «* *• 7,600,000
IS^SOjOOC
EASTKRV SKOTIOV.
Assumed al 650 miles, subsidy equal to 9,6! 5 35 acres per mile 6,250,000^
26,COO,000<
b. Upon the construction of any portion of the railway
hereby contracted for, not less than 20 miles in length,
and the completion thereof so as to admit of the running of
regular trains thereon, together with such equipment thereof
as shall be required, for the traffic thereon, ihe Grovernment
shall pay and grant to the Company the money and land
subsidies applicable thereto, according to the division and
appropriation thereof made as hereinbefore provided ; the
Company having the option of receiving in lieu of cash,
terminable bonds of the Government, bearing such rate of
interest, for such period and nominal amount as may be
arranged, and which may be equivalent according to actuarial
calculation to the corresponding cash payment, the Grovern-
ment allowing four per cent, interest on moneys deposited
with them.
c. If at any time the Company shall cause to be delivered
on or near the line of the said railway, at a place
satisfactory to the Grovernment, steel rails and fastenings to-
be used in the construction of the railway, but in advance
of the requirements for such construction, the Grovern-
ment, on the requisition of the Company, shall, upon such
terms and conditions as shall l>e determined by the Govern-
ment, advance thereon three-fourths of the value thereof at
the place of delivery. And a proportion of the amount
so advanced shall be deducted according to such terms and
conditions from the subsidy to be thereafter paid, upon the
settlement for each section of 20 miles of railway, which
proportion shall corresp-^nd with the proportion of such rails
and fastenings w^hich h e been used in the construction of
such sections.
d. Until the first day of January, 1882, the Company shall
have the option, instead of issuing land grant bonds as here-
i.
inafter provided, of substituting the payment by the Govern-
ment of the interest (or part of the interest) on bonds of the
Company mortgaging the railway and the lands to be granted
by the Government, running over such term of years as may
be approved by the Governor in Council,in lieu of the cash sub-
sidy heieby agreed to be granted to the Company or any part
thereof ; such payments of interest to be equivalent according
to actuarial calculation to the corresponding cash payment, the
Government allowing four per cent, interest on moneys depo-
sited with them ; and the coupons representing the interest on
such bends shall be guaranteed by the Government to the
extent of such equivalent. And the proceeds of the sale of'
such bonds to the extent of not more than $25,000,000, shall
be deposited with the Government, and the balance of such,
proceeds shall be placed elsewhere by the Company, to the-
sati-aiiaction and under the exclusive control of the Govern-
ment ; failing which last condition the bonds in excess of
those sold shall remain in the hands of the Government. And*
from time to time as the w^ork proceeds, the Government shall
pay over to the Company : firstly, out of the amount so to be-
placed by the Company, — and, after the expenditure of that
I . amount, out of the amount deposited with the Government, —
sums of money bearing the same proportion to the mileage-
cash subsidy hereby agreed upon, which the net proceeds of'
such sale (if the whole of such bonds are sold upon the issue
thereof) or, if such bonds be not all then sold, the net proceeds-
of the issue, calculated at the rate at which the sale of part of
them shall have been made, shall bear to the sum of $25,000,-
000. But if only a portion of the bond issue be sold, the amount
earned by the Company according to the proportion aforesaid^
shall be paid to the Company, partly out of the bonds in the
hands of the Government, and partly out of the cash deposited
with the Government, in similar proportions to the amount
of such bonds sold and remaining unsold respectively ; and
' the Company shall receive the bonds so paid as cash at the rate
at which the said partial sale thereof shall have been made.
And the Government wnll receive and hold such sum of
money towards the creation of a ainkiiig fund for the redemp-
tion of such bonds, and upon such terms and conditions,
as shall be agreed upon between the Government and the
Company.
e. If the Company avail themselves of the option granted
by clause rf, the sum of #2,000 per mile for the first eight
hundred miles of the Central section shall be deducted pro
raid from the amount payable to the Company in respect
of the said eight hundred miles, and shall be appropriated
to increase the mileage cash subsidy appropriated to the
-remainder of the said Central section.
10. In further consideration of the premises, the Grovern-
ment shall also grant to the Company the lands required for
the road bed of the railway, and for its stations, station
grounds, workshops, dojk ground and water frontage at the
termini on navigable waters, buildings, yards, and other
appurtenances required for the convenient and effectual
construction and working of the railway, in so far as such
land shall be vested in the Grovernment. And the Government
shall also permit the admission free of duty, of all steel rails,
fish plates and otli}r fastenings, spikes, bolts and nuts, wire,
timber and all material for bridges, to be used in the
•original construction of the railway, and of a telegraph line
in connection therewith, and all telegraphic apparatus
required for the "first equipment of such telegraph line ;
and will convey to the Company, at cost price, with interest,
all rails and fastenings bought in or since the year 1879, and
other materials for construction in the possession of or pur-
chased by the Grovernment, at a valuation ; such rails, fasten-
ings and materials not being required by it for the construc-
tion of the said Lake Superior and Western sections.
11. The grant of land hereby agreed to be made to the
Company, shall be so made in alternate sections of 6-10 acres
each, extending back 21 miles deep, on each side of the rail-
way, from Winnipeg to Jasper House, in so far as such lands
shall be vested in the Government, the Company receiving
the sections bearing uneven numbers. But should any of such
sections consist in a material degree of land not fairly fit for
settlement, the Company shall not be obliged to receive
them as part of such grant, and the deficiency thereby caused
and any further deficiency w^iich may arise from the insuf-
ficient quantity of land along the said portion of railway, to
complete the said 25,000.000 acres, or from the prevalence of
lakes and water stretches in the sections granted (which
lakes and water stretches shall not be computed in the
acreage of such sections), shall be : .ade up from other por-
tions in the tract known as the fertile belt, that is to say, the
land lying between i)arallels 49 and 57 degrees of north
L.
n .
latitude, or elsewhere at the option of the Company, by the
grant therein of similar alter late sections extending back 24
miles deep on each side of any branch line or lines of railway
to be located hy the Company, and to be shown on a map or
plan thereof deposited with the Minister of Railways ; or of
any common front line or lines agreed upon between the
Government and the Company, the conditions hereinbefore
stated as to lands not fairly fit for settlement to be applicable
to such additioniil grants. And the Company may with the
consent of the Government, select in the North-West Terri-
"" tories any tract or tracts of land not taken up as a means of
supplying or partially supplying such deficiency. But such
grants shall be made only from lands remaining vested in
the Government.
''<■■'■'. .^: ' i'.^' •{ '"-'>'■'].'.- 1' n. ^ i jti'i •
12. The Government shall extinguish the Indian title
affecting the lands herein appropriated, and to be hereafter
granted in aid of the railway.
15J. The Company shall have the right, subject to the
^' approval of the Governor in Council, to lay out and locate
the line of the railway hereby contracted for, as they may
see fit, preserving the following terminal points, namely :
from Callander station to the point of junction with the
Lake Superior section ; and from Selkirk to the junction
with the western section at Kamloops by way of the Yellow
Head Pass.
■ ; < ,.
14. The Company shall have the right, from time to time, to
lay out, construct, equip, maintain and work branch lines of
railway from any point or points along their main line of
railway, to any point or points within the territory ol the
Dominion. Provided always, that before commencing any
branch they shall first deposit a map and ])lan of such,
branch in the Department of Railways. And the Govern-
ment shall grant to the Company the lands required for
the road bed of such branches, and for the stations, station
grounds, buildings, workshc»">s, yards and other appnrten-
ances requisite for the efficieh "construction and working of
such branches, in so far as such lands are vested in the
Government .
TT
12
15. For 20 years from the date hereof, no line of railway
shall be authorised by the Dominion Parliament to be con-
structed South of the Canadian Pacific Ilailway,from any point
at or near the Canadian Pacific Railway except such line
as shall run t^outh West, or to the Westward of South West :
nor to within fifteen miles of Latitude 49. A.nd in the
establishment of any new Province in the North West Ter-
ritories, x)ro vision shall be made for continuini? such prohi-
bition after such establishment until the expiration of the
said period.
10. The Canadian Pacific Railway, and all stations
and station grounds, work shops, buildings, yards and
other property, rolling stock and appurtenances requir-
ed and used for the construction and working thereof,
and the capital stock of the Company, shall be forever
free from taxation by the Dominion, or by any Pro-
vince hereafter to be established, or by any Municipal
Corporation therein ; and the lands of the Company, in the
North- West Territories, until they are either sold or occupied,
shall also be free from such taxation for 20 years after the
grant thereof from the Crown.
17. The Company shall be authorized by their Act of
incorporation to issue bonds, secured upon the land granted
and to be granted to the Company, containing provisions for
the use of such bonds in the acquisition of lands, and such
other conditions as the Company shall see fit, such issue
to be for $25,000,000. And should the Company n^ake
such issue of land grant bonds, then they shall deposit
them in the hands of the Grovernment ; and the Grovern-
ment shall retain and hold one-fifth of such bonds
as security for the due parformance of the present contract
in respect of the maintenance and continuous working of the
railway by the Company, as herein agreed, for ten years after
the completion thereof, and the remaining $20,000,000 of
such bonds shall be dealt with as hereinafter provided.
And as to the said one-fifth of the said bonds, so
long as no default shall occur in the maintenance and
working of the said Canadian Pacific Railway, the Govern-
ment shall not present or demand payment of the coupons
of such bonds, nor require payment of any interest thereon.
• 1.
And if any of such bonds so to be retained by the Govern-
ment shall be paid off in the manner to be provided for the
extinction of the whole issue thereof, the Government shall
hold the amount received in payment thereof as security for
the same purposes as the bonds so paid off, paying interest
thereon at four per cent, per annum so long as default is not
made by the Company in the performance ot the conditions
hereof. And at the end of the said period of ten years from
the completion of the said railway, if no default shall then
have occurred in such maintenance and working thereof, the
said bonds, or if any of them shall then have been
paid off, the remainder of said bonds and the money
received for those paid off, with accrued interest,
shall be delivered back by the Government to the
Oompany w^ith all the coupons attached to such bonds.
But if such default should occur, the Government may
thereafter require payment of interest on the bonds so held,
and shall not be obliged to continue to pay interest on the
money representing bonds paid off ; and while the Govern-
ment shall retain the right to hold the said portion of the
said land grant bonds, other securities satisfactory to the
Government may be substituted for them by the Company
by agreement with the Government.
18. If the Company shall find it necessary or expedient
to sell the remaining $20,000,000 of l;he land grant bonds
or a larger portion thereof than in the proportion of
one dollar lor each acre of land then earned by the
•Company, they shall be* allowed to do so, but the pro
ceeds thereof, over and above the amount to which
the Company shall be entitled as herein provided, shall be
•deposited with the Government. And the Government shall
pay interest upon such deposit half-yearly, at the rate of four
per cent, per annum, and shall pay over the amount of such
■deposit to the Company from time to time as the W'Ork pro-
ceeds, in the same proportions, and at the same times
and upon the same conditions as the land grant — that
is to say : the Company shall be entitled to receive
from the Government out of the proceeds of the said land
grant bonds, the same number of dollars as the number of
acres of the land subsidy w^hich shall then have been earned
by them, less one fifth thereof, that is to say, if the bonds are
sold at par, but if they are sold at less than par, then a de-
duction shall be made therefrom corresponding to the dis-
count at which such bonds are sold. And such land grant
shall be conveyed to them by the Government, subject to the
charge created as security for the said land grant bonds,
and shall remain subject to such charge till relioA'ed thereof
in such manner as shall be provided for at the time of
the issue of such bonds.
19. The company shall pay any expenses which shall be
incurred by the Government in carrying out the provisions
of the two last preceding clauses of this contract.
20. If the Company should not issue such land grant
bonds, then the Government shall retain from out of each
grant to be made from time to time, every fifth section of
the lands hereby agreed to be granted, such lands to be so
retained as security for the purposes, and for the length
of time, mentioned in section eighteen hereof. And such
lands may be sold in such manner and at such prices as
shall be agreed upon between the Government and the
Company, and in that case the price thereof shall be paid to^
and held by tho Government for the same period, and for
the same purposes as the land itself, the Government
paying four per cent, per annum interest thereon. And
other securities satisfactory to the Government may be sub-
stituted for such lands or money by agreement with the
Government.
SU-l
21. The company to be incorporated, with sufficient
powers to enable them to carry out the foregoing contract^
and this contract shall only be binding in the event of an
Act of incorporation being granted to the Company in the
form hereto appended as Schedule A. .
22. The Railway Act of 1879, in so far as the provisions
of the same are applicable to the undertaking referred to in
this contract, and in so far as they are not inconsistent here-
with or inconsistent with or contrary to the provisions of
\-yiii\'iniW
15
the Act of incorporation to be granted to the Company^
shall apply to the Canadian Pacihc Railway.
In witness whereof the parties hereto have executed thcs&
presents at the City of Ottawa, this tweniy-first day of
October, 1880.
CHAKLES TlirPER,
Minister of Railways and Canals.
GEO. STEPHEN,
DUNCAN MclNTYRE,
J. S. KENNEDY,
]{. B. ANGUS,
J. J. HILL, '
Per pro. Geo. Stephen.
MORTON, KOSE >& Co.
KOHN, REINACH & Co.,
By P. Du P. GrenfelL
(Signed)
\%_ t '■ .
u
((
Signed in presence of F. Braun, ' •' ^?:■
and Seal of the Department - :-
** hereto affixed by Sir Chakles > --'-
TUPPEK, in presence of
(Signed) F. Braun.
,i;,
^i ii '. ',J i : - \i't<
j4' ^ - ; 4>"
*!j
SCHEDULE A, REFERRED TO IN THE
FOREGOING CONTRACT . ,.
ift jii, Htn •!:*>' •■
lN(!30llPbUATI0N.
1 George Stephen, of Montreal, in Canada, Esquire p
Duncan Mclntyre, of Montreal, aforesaid. Merchant ; John
S Kennedy, of New York, iii the State of New York, Banker ^
the firm of Morton, Rose and Company, of London, m Eng-
land Merchants ; the firm of Kohn, Reinach and Company,
of Paris in France, Bankers ; Richard B. Angus, and Jame&
J Hill, both of St. Paul, in the State of Minnesota, Esquires ;
with all such other persons and corporations as shall become
16
i!
shareholders in the Company hereby incorporated, shall
>)e and they are hereby constituted a body corporate
and politic, by the name of the " Canadian Pacific Railway
<;!ompany."
2. The capital stock of the Company shall be twenty -live
million dollars, divided into sha,res ot one hundred dollars
•each, w' ch shares shall be transferable in such manner and
upon at i conditions as shall be provided by the by-laws of
the Company ; and such shares, or any part thereof, may be
granted and issued as paid-up shares for value bond fide
received by the Company, either in money at par or at such
price and upon such conditions as the board of directors may
iix, or as part of the consideration of any contract made by
the Company.
3. As soon as five million dollars of the stock of the Com-
pany have been subscribed, and thirty per centum thereof paid
\ip, and upon the deposit v:ith the Minister of Finance of the
Dominion of one million dollars in money or in securities ap-
proved by the Governor in Council, for the purpose
and upon the conditions in the foregoing contract provided, the
.•said contract shall become and be transferred to the Company,
without the execution of any deed or instrument in that
behalf; and the Company shall, thereupon, become
and be vested with all the rights of the contractors
named in the said contract, and shall be subject to,
and liable for, all their duties and obligations, to the
«ame extent and in the same manner as if the said contract
iiad been executed by the said Company instead of by the said
contractors; and thereupon the said contractors, as individuals,
shall cease to have any right or interest in the said contract,
^nd shall not be subject to any liability or respon-
sibility under tha terms thereof otherwise than as
members of the corporation hereby created. And upon
the performance of the said conditions respecting the sub-
iscription of stock, the partial payment thereof, and the deposit
•of one million dollars to the satisfaction of the Governor
in Council, the publication by the Secretary of State
in the Canada Gazette, of a notice that the trans-
fer of the contract to the Company has been effected and
completed shall be conclusive proof of the fact. And the
Company shall cause to be paid up, on or before the first
<iay of May next, a further instalment of twenty per centum
v-^
<*
v^
f
■
17
upon the said first subscription of five million dollars, of
which call thirty days notice by circular mailed to each
shareholder shall be sufficient. And the Company shall call
in, and cause to be paid up, on or before th*^ 31st day of
December, 1882, the remainder of the said lirst subscription
of five million dollars.
4. All the franchises and powers necessary or useful to the
Company to enable them to cany out, perform, enforce, use,
and avail themselves of, every condition, stipulation, obliga-
tion, duty, rinht, remedy, privilege, and advantage agreed
upon, contained or described in the said contract, are hereby
conferred upon the Company. And the enactment of the
special provisions hereinafter contained shall not be held to
impair or derogate from the generality of the franchises and
powers so hereby conferred upon them.
DIRECTORS.
5. The said George Stephen, Duncan Mel n tyre, John
S. Kennedy, Richard B. Angus, James J. Hill, Henry Staf-
ford Northcote, of London, aforesaid, Esquires, Pascoe du P.
(xrenfell, of London, aforesaid, Merchant, Charles Day
Rose, of London, ai'oresaid, Merchant, and Baron J. de
Reinach, of Paris, aforesaid. Banker, are hereby constituted
the first directors of the Company, with powe* to add to
their number, but so that the directors shall not in all exceed
fifteen in number ; and the majority of the directors, of
whom the President shall be one, shall be British subjects.
•And the Board of Directors so constituted shall have all the
powers hereby conferred upon the directors of the Company^
and they shall hold office until the first annual meeting of
the shareholders of the Company.
6. Each of the directors of the Company, hereby appointed,
or hereafter appointed or elected, shall hold at least tw^o
hundred and fifty shares of the stock of the Company. But
the number of directors to be hereafter elected by the share-
holders shall be such, not exceeding fifteen, as shall be fixed
by by-law, and subject to the same conditions as the direc-
tors appointed by, or under the authority of, the last preced-
ing section ; the number thereof may be hereafter altered
from time to time in like manner. The votes for their elec-
tion shall be by ballot
2
1»
7. A majority of the directors shall form a quorum of the
hoard; and until otherwise provided by by-law, direc-
tors may vote and act by proxy, such i)roxy to be
held by a director only ; but no director shall hold more
than two jHoxies, and no meeting of directors shall be
competent to transact business unless at least three directors
are present thereat in person, the remaining number ot
directors required to form a quorum being represented by
proxies
8. The board of directors may appoint from out of their
number an Executive Committee, composed of at least three
directors, for the transaction of the ordinary business of the
Company, with such powers and duties as shall be fixed l)y
the by-laws ; and tlie i'resideut shall be ex olfUio a member
of such committee.
9. Ihe chief place of business of the Company shall be at
the City ot Montreal, but the Company may from time to
time, by by-law, appoint and fix other places within or be-
yond the limits of Canada at whi(;h the business of the Com-
pany may be transacted, and at which the directors or
shareholders may meet, when called as shall be determined
by the by-laws. And the Company shall appoint and lix by
by-law, at least one place in each Province or Territory
through which the Jlailway shall pass, vvhere service of
process may be made upon the Company, in respect of any
cause of action arising within such Trovince or Territory,
and may afterwards, from time to time, change such place
by by-law. And a copy of any by-law lixing or changing'
any such place, duly authenticated as herein provided, shall
be deposited by the Company in the oltice, at the seat of
Government of the Province or Territory to which such
by-law shall apply, of the Clerk or Trothonotary of the high-
est, or one of the highest, courts of civil jurisdiction of such
Province or Territory. And if any cause of action shall arise
against the Company within any Province or Territory, and
any writ or process be issued against the Company thereon
out of any court in such Province or Territory, service ot
such process may be validly made upon the Company at the
place within such Province or Territory so appointed and
fixed ; but it the Company fail to appoint and fix such place,
or to deposit, as hereinbefore provided, the by-law made in that
behalf, any such process may be validly served upon the
19
<^omi)!my, at any of the stations of thu» said Railway within
such I'rovince or Territory
SHAREHOIiDERS.
10. The first annual meeting of the shareholders
of the Company, lor t\ni apjiointment of directors, shall
be held on the second AVednesdiy in May, 1882, at
the principal olfice of the Company, in Montreal ; and
the annual j^-eneral meeting of shareholders, for the elec-
tion of directors and the trans.rction of business generally,
shall be held on the same day in each year thereafter at
the same place unless otherwise provided by the by-
laws. And notice of each of such meetings shall be given
by the publication thereof in the Canada Gazelle for four
"Weeks, and bv such further means as shall from time to
time be directed by the by-laws.
11. Special general meetings of the shareholders may be
■convened in such manner as shall be provided by the
by-laws. And except as hereinafter ])rovided, notice of
such meetings shall be given in the same manr.er as
notices of annual general meetings, the puri)ose for which
such meeting is called being mentioned in the notices
thereof; and, except as hereinafter i)rovided, all such meetings
shall be held at the chief place oi business of the Company.
12. If at any time before the first annual meeting of the
shareholders of the Company, it should become expedient that
a meeting of the directors of the Company, or a special general
meeting of the shareholders of the Company, should be held,
before such meeting can conveniently be called, and notice
thereof given in the manner provided by this Act, or by the
by-laws, or before by-laws in that behalf have been passed,
and at a place other than at the chief place of business of
the Company in Montreal before the enactment of a
by-law authorising the holding of such meeting else-
where ; it shall be lawful for the President or for any Ihree
of the directors of the Company to call special meetings
either of directors or of shareholders, or of both, to be held
at the city of London in England, at times and places
respectively, to be stated in the notices to be given ot such
meetings respectively. And notices of such meetings may
-be validly given by a circular mailed to the ordinary address
i
of each director or shareholder as the case may be, in time to-
enable him to attend such meeting, stating in general terms
the purpose of the intended meeting. Anr" ' .... the case of a
meeting of shareholders, the proceedings of such meeting
shall be held to be valid and suthcient, and to bo binding
on the Company in aL respects, if every shareholder of
the Company be i)resent thereat in person or by proxy,
notwithstanding that notice of .such meeting shall not
have been given in the manner required by this Act.
13. No shareholder holding shares upon which any call is
overdue and unpaid shall vote at any meeting of share-
holders. And unless otherwise provided by the by-laws, the
person holding the proxy ot a shareholder shall be himself a
shareholder.
• '' ' * . , •
14. No call upon unpnid shares shall be made for more-
than twenty per centum upon the amount thereof
RAILWAY AND TELEGllAPlI LINE.
i,
15. The Company may lay out, construct, acquire, equip,,
maintain and work a continuous line of railway, of tha
gauge of four feet eight and one-half inches ; which railway
shall extend from the terminus of the Canada Central Railway
near Lake Nipissing, known as Callander Station, to Port
Moody in the Province of British Columbia ; and also, a
branch line of railwav from some point on the main line of
railway to Fort "William on Thunder Bay ; and also the
existing branch line of railway from Selkirk in the Province
of Manitoba to Pembina in the said Province ; and also other
branches to be located by the Company irom time to time as
provided by the said contract ; the said branches to
be of the gauge aforesaid ; and the said main line of railway,,
and the said branch lines of railway, shall be commenced
and completed as provided by the said contract ; and together
with such other branch lines as shall be hereafter con-
structed by the said Company, and any extension of the
said Inain line of railway that shall hereafter be con-
structed or acquired by the Company, shall constitute the
line of railw^ay hereinafter called The Canadian Pacific
Railway.
. . 21 ■
16. The Company may construct, maintain and work a
•continuous telegraph line and telephone lines throughout
and along the whole line of the Canadian Pacific Kailway,
or any part thereof, and may also construct or acquire by
purchase, lease or otherwise, any other line or lines of tele-
graph connecting with the line so to be constructed along
the line of the said railway, and may undertake the trans-
mission of messages for the public by any such line or lines
of telegraph or telephone, and collect tolls for so doing ; or
may lease such line or lines of telegraph or telephone, or
any portion thereof; and, it they think proper to undertake
the transmission of messages for hire, they shnll be subject
to the provisions of the fourteenth, fifteenth and sixteenth
sections of chapter sixty-seven of the Consolidated Statutes
of Canada. And they may use any improvement that may
hereafter be invented (subject to the rights of patentees) for
telegraphing or telephoning, and any other means of com-
munication that may be deemed expedient by the Company
at any time hereafter.
" " .■ ::;^'v '. Powers. .: ■" ^ ''^'^f ,.. ;,.:
17. " The Consolidated Railwdi/ Act, 1870," in so far as the
provisions of the same are applicable to the undertaking
authorized by this charter, and in so far as they are not
inconaistent with or contrary to the provisions hereof,
and save and except ai hereinafter provided, is hereby incor-
porated herev/ith. »r
18. As respects the said railway, the seventh section of^
" The Comnlidated Railioajj Art, 18*79," relating to Powers,
and the eighth section thereof relating to Pfans and Surveys,
shall be subject to the following provisions : — .,
a The Company shall have the right to take, use and hold
the Deach and land ]:)elow high water mark, in any stream,
lake, navigable water, gulf or sea, in so far as the same
shall be A^ested in the Crown and shall not be required by
the Crown, to such extent as shall be required by the
Company for its railway and other works, and as shall
be exhibited by a map or plan thereof deposited in the
office of the Minister of Railways. But the provisions of
this sub-section shall not apply to any beach or land lying
East of Lake Nipissing except with the approval of the
Oovernor in Council.
22
h. It shall be sufficient that the map or plan and book of
reference for any portion of the line of the railway not
being within any district or county for which there is a Clerk
of the Peace, be deposited in the office of the Minister of Rail-
ways of Canada ; and any omission, mis-statement or
erroneous description of any lands therein may be corrected!
by the Company, with the consent of the Minister and cer-
tified by him ; and the Company may then make the rail-
way in accordance with such certified correction.
c. The eleventh sub-section of the said eighth section of
the Railway Act shall not apply to any portion of the rail-
way passing OA'er ungranted lands of the Crown, or lands not
within any surveyed township in any Province ; and in
such places, deviations not exceeding five miles from the
line shown on the map or plan as aforesaid, deposited by the
Company, shall be allowed, without any formal correction,
or certificate ; and any further deviation that may be found
expedient may be authorized by order of the Governor
in Council, and the Company may then make their railway
in accordance with such authorized deviation.
d. The map or plan and book of reference of any p i jf the
main line of the Canadian Pacific Railway made anu depo-
sited in accordance with this section, after approval by the
Governor in Council, and of any branch of such rail-
way hereafter to be located by the said Company in respect
of which the approval of the Governor in Council
"shall not be necessary, shall avail as if made and deposited
"'as required by the said ''Consolidated RaiJvniy Act, 1879,"
for all the purposes of the said Act, and of this Act ; and
any copy of, or extract therefrom, certified by the said Min-
, ister or his deputy, shall be received as evidence in any court
of law in Canada.
e. It shall be sufficient that a map or profile of any part of
, the completed railway, which shall not li;» within any
county or district having a registry ollice, be filed in the
office of the Minister of Railways.
lO, It shall be lawful for the Company to take from any
public lands adjacent to or near the line of the said railw^ay,
all stone, timber, gravel and other materials which may be
necessary or useful for the construction of the railway ; and also
to lay out and approjiriate to the use of the Company, a 2:roater
extent of lands, whether public or private, for stations, depots,
workshops, buildings, side-tracks, wharves, harbors and road-
way, and for establishing screens against snow, than the
breadth and quantity mentioned in " The Comnlidate<t
Railiuap Act, 1879," such greater extent taken, in any case
being allowed by the Government, and shown on the maps
or plans deposited with the Minister of Railways.
20. The limit to the reduction of tolls by the Parliament
of Canada provided for by the eleventh sub-section o^'the 17th
section of " The Co moll da led Railway Art, 1879," respecting
TOLLS, is hereby extended, so that such 1 eduction may be to
such an extent that such tolls w^hen reduced shall not
produce less than ten per cent, per annum profit on the
capital actually expended in the construction of the Railway,
instead of not less than fifteen per cent per annum profit, as
provided by the said sub-section ; and so alj^o that such
reduction shall not be made unless the net income of the
Company, ascertained as described in said sub-section, shall
have exceeded ten per cent, per annum instead of fifteen per
cent, per annum as provided by the said sub-section. And
the exercise by the G-overnor in Council of th<^ power
of reducing the tolls of the Company as provided by the tenth
sub-section of said section seventeen is hereby limited to
the same extent with relation to the profit of the Company,
and to its net rcA^enue, as that to which the power of Par-
liament to reduce tolls is limited by said sub-sertion eleven as
hereby amended. ■- . ^ . -,
21. 'lx.e first and second sub-sections of section 22,
of" The Consul ida led Railtna// Act, 1879," shall not apply to
the Canadian Pacific Pailway Com]>any ; and it is
hereby enacted that the transfer of shares in the
undertaking shall bo made only upon the ])ooks of the
Company in person or by attorney, and shall not he valid un-
less so made ; and the form and mode of transfer shall be such
as shall be from time to time regulated by the by-laws of
the Company. And the funds of the Company shall not be
used in any advance upon the security of any of the shares
or stock of the Company.
22. The third and fourth sub-sections of said section 22
of " The Corisolidaled Raihnav Act, 1879," shall be subject
24
t; i
I.
if
t 1
to the following provisions, namely, that if before the com-
l)letion of the Railway and works under th*^ said contract,
any transfer should purport to be made o.' any stock or
share in the Company, or any transmission of any share
should be effected under the provisions of said sub-section
four, to a person not already a shareholder in the Company,
and if in the opinion of the Board it should not be expedient
that the person (not being already a shareholder) to whom
such transfer or transmission shall be made or effected
should be accepted as a shareholder, the Directors may
by resolution veto such transfer or transmission ; and ,
thereafter, and until after the completion of the said Kailway
and works under the said contract, such person shall not be,
or be recognized as a shareholder in the Company ; and the
original shareholder, or his estate, as the case may be, shall
remain subject to all the obligations of a shareholder in the
Company, with all the rights conferred upon a shareholder
under this Act. IJut.any firm holding paid-up shares in
the Compan}^ may fransfer the whole or any of such shares to
any partner in such firm having already an interest as such
partner in such shares, without _ being subject to such veto.
And in the event of such A^eto being exercised, a note shall
be taken of the transfer or transmission so vetoed in order
that it may be recorded in the books of the Company after
the completion of the Iiailway and works as afo^-esaid ; but
until suL'h completion, the transfer or transmission so vetoed
shall not confer any rights, nor have any ellect of any nature
or kind whatever as respects the Company.
211. Sub-section sixteen of section nineteen, relating to
President AND DiRKCTOKs, their election and duties;
Fub-section two of section twenty-four, relating to By-eaws,
Notices, «Stc., sub-sections five and six of section twenty-
eight, relating to General provisions, and section ninety-
seven, relating to Railway Fund, of ''The Consolidnfeil Rail-
way Art, 1871^," shall not, nor shall any of them apply to the
Canadian Pacific h*ailway or to the Company hereby incor-
porated.
21. The said Company shall afford all reasonable facilities
to the Ontario Pacific Junction Iiailway Company, when
their railway shall be completed to a point of junction with
the Canadian Pacific Railway; and to the Canada Central
Railway Company, for the receiving, forw^arding and deliver-
25
ing of traffic upon and from the railways of the said Com-
panies, respectively, and for the return of carriages, trucks
and other vehicles ; and no one of the said Companies shall
give or continue any preference or advantage to, or in favor
of either of the others, or of any particular description of
traffic, in any respect whatsoever ; nor shall any one of the
said Companies subject any other thereof, or any particular
description of traffic, to any prejudice or disadvantage in any
respect whatsocA'er ; and any one of the said Companies which
shall haA'^e any terminus or station near any terminus or
station of either of the others, shall afford all reasonable
facilities for receiving and ibrwarding all the traffic arriving
by either of the others, without any unreasonable delay, and
without any preference or advantage, or prejudice or disadvan-
tage, and so that no obstruction may be offered in the using
of such railway as a continuous line of communication, and
so that all reasonable accommodation may at all times, by
the means aforesaid, be mutually afforded by and to the
said several railway companies ; and the said Canadian
Pacific Railway Company shall receive and carry all freight
and passenger traffic shipped to or from any point on the
railway of either of the said above named railway com-
panies passing over the Canadian Pacific Eailvvay or any
part thereof, at the same mileage rate and subject to the
same charges for similar services, without granting or
allowing any preference or advantage to the traffic coming
from or going upon one of such railways over such traffic
coming from or going upon the other of them, reserving,
however, to the said Canadian Pacific Kailway Company the
right of making special rates for purcluisers of land, or for
emigrants or intending emigrants, which special rates shall
not govern or affect the rates of pas&enijcer traffic as between
the said Company and the said two above named Comi)anies
or either of them. And any agreement made between any
two of tlie said comp'^nies contrary to the Jbregoing provi-
sions, shall be unlawiul, null and void. :
2»1». The Company, under the authority of a special general
meeting of the shareholders tliereof, and as an extension of
the raihvay hereby authorized to be constructed, may
purchase or acquire by lease or otherwise, and hold and
operate, the Canada Central Kailway, or may amalgamate
therewith, and may purchase or acquire by lease or
otherwise and hold and operate a line or lines of railway
■•-AAhM^Miiai
■Hi
M
20
from the city of Ottawa to any point at navigable water on
the Atlantic seaboard or to any intermediate point, or may
acquire running powers over any railway now constructed
between ( )ttawa and any such point or intermediate point
And the Company may purchase or acquire any such rail-
way subject to such existing mortgages, charges or liens
thereon as shall be agreed upon, and shall possess with
regard to any lines ot railway so purchased, or acquired,
and becoming the property of the Company, the same
powers as to the issue of bonds thereon, or on any of
them, to an amount not exceeding twenty thousand dollars
per mile, and as to the security for such bonds, as are con-
ferred upon the Company b}'- the twenty-eighth section
hereof, in respect of bonds to be issued upon the Canadian
Pacific Railway, l^ut such issue of bonds shall not atfect
the right of any holder of mortgages or other charges already
existing upon any line of railway so purchased or acquired;
and the amount of bonds hereby authorized to be issued
upon such line of railway shall be diminished by the
amount of such existing mortgages or charges thereon.
20. Thb Company shall have power and authority to
erect and maintain docks, dockyards, wharves, slips and
piers at any point on or in connection with the said
Canadian Pacific Railway, and at all the termini thereof
on navigable water, for the convenience and accommoda-
tion of vessels and elevators ; and also to acquire^
and work elevators, and to acquire, own, hold, charter,
work, and run, steam and other vessels for cargo and
passengers upon any navigable water, which the Canadian
Pacific Railway may reach or connect with.
fi
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BY-FAW^.
27. The by-laws of the Company may provide for the
remuneration of the president and directors of the Com-
pany, and of any executive committee of such directors ; and
for the transfer of stock and shares ; the registration and
inscription of stock, shares, and bonds, and the transfer ot
registered bonds ; and the payment of dividends and interest
at any place or places within or beyond the limits of Canada ;
and for all other matters required by the said contract or by
this Act to be regulated by by-laws : but the by-laws of
the Company made as provided by law shall in no case have
27
any force or effect after the next general meeting of share-
holders, which shall be held alter the passage of such by-laws,,
unless they are approved by such meeting.
UONDP.
588. The Company, under the authority of a special general
meeting of the shareholders called for the purpose, may issue
mortgage bonds to the extent of ten thousand dollars per
mile oi' the Canadian I'acific Kailway for the purposes of
the undertaking authorized by the present Act ; which
issue shall constitute a first mortgage and privilege upon
the said railway, constructed or acquired, and to be there-
after constructed, or acquired, and upon its property, real and
personal, acquired and to be thereafter acquired including
rolling stock, and plant, and upon its tolls and revenues'
(after deduction from such tolls and revenues of working
expenses), and upon the franchises of ihe Company; the
whole as shall be declared and described as so mortgaged
in any deed of mortgage as hereinafter provided. Provided
always, however, that if the Company shall have issued, or
shall intend to issue land gTant bonds under the provisions
of the thirtieth section hereof, the lands granted and to
be granted by the Government to the Company may be exclud-
ed from the operation of such mortgage and privilege :
and provided also that such mortgage and privilege shall not
attach upon any property which the Company are hereby, or
by the said contract, authorized to acquire or receive from the
Government of Canada until the same shall have been
conveyed by the (Tovernment to the C^ompany, but shall
attach upon such property, if so declared in such deed,
but shall as soon as the same shall be conveyed to the Com-
pany. And such mortgage and privilege may be evidenced
by a deed or deeds of mortgaue executed by the Company,
with the authority of its shareholders expressed by a
resolution passed at such special gon»'ral meeting; and,
any such deed may contain such description of the pro-
perty mortgaged by such deed, and such conditions re-
specting the payment of the bonds socured thereby and
of the interest thereon, and the remedies which shall be
enjoyed by the holders of such bonds or by any trustee or
trustees for them in default of such payment, and Ihe
enforcement of such remedies, and may provide for such
forfeitures and penalties, in default of such payment, as may
ii
28
- r!
i
■ ;i
! 1
I
It
be approved by such meetinj^; and may also contain,
with the approval aforesaid, authority to the trustee or trus-
tees, upon such default, as one of such remedies, to take pos-
session of the railway and property mortgaj^ed, and to hold
and run the same for the benefit of the bondholders thereof
for a time to be limited by such deed, or to sell the said
railway and property, after such delay, and upon such terms
and conditions as may be stated in such deed ; and with like
approval any such deed may contain provisions to the efi'oct
that upon such default and upon such other ccnditions as
shall be described in such deed, the right of votins: possessed
by the shareholders of the Company, and by the holders
of preferred stock therein, or by either of them, shall cease a..d
determine, and shall thereafter app3rtain to the bond-
holders, or to them and to the holders of the w^hole or of any
part of the preferred stock of the Company, as shall be declared
by such deed ; and such deed may also provide for the con-
ditional or absolute cancellation after such sale of any or all
of the shares so deprived of voting power, or of anv or all
of the preferred stock of the company, or b jth ; and may also,
either directly by its terms, or indirectly by reference to the
by-laws of the Company, provide for the mode of enforcing
and exercising the powers and authority to be conferred and
defined by such deed, under the provisions hereof. And such
deed, and the provisions thereof made under the authority
hereof, and such other provisions thereof as shall purport
(with like approval) to grant such further and other powers
and privileges to such trustee or trustees and to such
bondholders, as are not contrary to law or to the provisions
of this Act, shall be valid and binding. Bat if any change
in the ownership or possession of the said Uailway and pro-
perty shall at any time take place under the provisions
hereof, or of any such deed, or in any other manner, the said
Railway and property shall continue to be held and operated
under the provisions hereof, and of " The Consolidated Rail-
^way A"J.. 1879," as hereby modified. And if the Company
does not avail itself of the power of issuing bonds secured
upon the land grant alone as hereinafter provided, the issue
of bonds hereby authorized may be increased to any amount
not ex<;eeding twenty thousand dollars per mile of the said
Canadian Pacific Railway.
2I>. If any bond issue be made by the Company under the
last preceding section before the said railway is completed
'29
according^ to the said Contract, a proportion of the proceed*
of such bonds, or a proportion of such bonds if they be not
sold, corresponding to the proportion of the work contracted
for then remaining incomplete, shall be received by
the Government, and shall be held, dealt with und^
from time to time, paid over by Ihe Government to the
Company upon the same conditions, in the same
manner and according to the same proportions as the pro-
ceeds of the bonds, the issue of whi'ch is contemplated by
sub section d of Clause U of the said Cojitract, and by the
Ihirty-first section hereof.
3I>. The Company may also issue mortgage bonds to the
extent of twenty-iive million dollars u[ton the lands granted
in aid of the said railway and of the undertaking authorized
by this Act; such issue to be made only upon similar
authority to that required by this Act for the issue of bonds
upon the railway ; and when so made such bonds shall con-
stitute a first mortgage upon such lands, and shall attach
upon them when they shall be granted, if they are not
actually granted at the time of the issue of such bonds. And
such mortgage may be evidenced by a deed or deeds of mort-
gage to be executed under like authority to the deed securing
the issue of bonds on the railway ; and such deed or deeds
under like authority may contain similar conditions and may
confer upon the trustee or trustees named thereunder and upon
the holders of the bonds secured thereby, remedies, authority,
power and privileges and may provide for forfeitures and
penalties, similar to those which may be inserted and pro-
vided for under the provisions of this Act in any deed
secr.ring the issue of bonds on the railway, together with
such other provisions and conditions not inconsistent with
law or with this Act as shall be so authorized. And
such bonds may be styled Land Grant Bonds, and they
and the proceeds thereof shall be dealt with in the manner
provided in the said Contract.
31. The Company may in the place and stead of the said
land grant bonds, issue bonds under the twenty-eighth
section hereof, to such amount as they shall agree with the
Government to issue, with the interest guaranteed by the
Government as provided for in the said contract ; such bonds
to constitute a mortgage upon the property of 'the
Company and its franchises acquired and to be there-
30
,:h!
i\
after acquired — including the main line of the Cana-
dian Pacific Railway, and the branches thereof herein-
before described, with the plant and rolling' stock thereof
acquired and to be thereafter acquired, but exclusive of such
other branches thereof and of such personal property as shall
be excluded by the deed of mortgage to be executed as
security for such issue. And the provisions of the said
twenty-eighth section shall apply to such issue of bonds,
and to the security \Vhich may be given for the payment
thereof, and they and the proceeds thereof shall be dealt
with as hereby and by the said contract provided.
33. It shall not bo necessary to affix the seal of the Com-
pany to any mortgage bond issued under the authority of this
Act ; and every su^h bond issued without such seal shall
have the same force and elfect, and be held, treated and dealt
with by all courts of 'aw and of equity as if it were sealed
with the seal of the company. And if it is provided by the
mortgage deed executed to secure the issue of any bonds, that
any of the signatures to such bonds or to the coupons
thereto appended may be engraved, stamped or lithographed
Ihereon, such engraved, stamped or lithographed signatures
shall be valid and binding on the Company. ^
33. The phrase " working expenses " shall mean and in-
clude all expenses of maintenance of the railway, and of the
stations, buildings, works and conveniencies belonging
thereto, and of the rolling and other stock and moveable
plant used in the working (hereof, and also all such tolls,
rents or annual sums as may be paid in respect of the
hire of engines, carriages or waggons let to the Com-
pany ; also, all rent, charges, or interest on the pur-
chase money of lands belonging to the Com-
pany, purchased but not paid f r, or not fully paid for ; and
also all expenses ot and incidental to working the railway
and the traffic thereon, including stores and consumable
articles ; also rates, taxes, insurance and compensation for
accidents or losses ; also all salaries and wages of persons
employed in and about thb vorking of the railway and
traffic, and all office and management expenses, including
directors' fees, agency, legal and other like expenses.
34. The bonds authorized by this Act to be issued upon
the railw^ay or upon the lands to be granted to the Company,
31
or both, may be so issued in whole or in part in the denomi-
nation of dollars, pounds sterling, or francs, or in any or all of
them, and the coujmns may be lor payment in denominations
similar to those of the bond to which they are attached.
And the whole or any of such bonds, may be ]dedged, nego-
tiated or sold upon such conditions and at such price as the
lioard of Directors shall irom time to time determine. And
provision may be made by the by-laws of the Company, that
after the issue of any bond, the same may be surrendered to
the Company by the holder thereof, and the Company may,
in exchange therefor, issue to such holder inscribed stock of
the Company, which inscribed stock may be registered or
inscribed at the chief place of business of the Company or
elsewhere, in such manner, with such rights, liens, priv-
ileges and preferences, at such place, and upon such con-
ditions, as shall be provided by the by-laws of the Com-
pany.
35. It shall not be necessary, in order to preserve the
priority, lien, charge, mortgage or privilege, purporting to
appertain to or be created by any bond issued or mortgage
deed executed under the iH-ovisions of this Act, that such
bond or deed should be enregistered in any manner, or in any
place whatever. But every such mortgage deed shall be depo-
sited in the office of the Secretary of State, of which
deposit notice shall be given in the Camula Gazelle.
And in like manner any agreement entered into by the Com-
pany, under section thirty-six of this Act, shall also be depo-
.sited in the said office. And a copy of any such mortgage deed,
or agreement, certified to be a true copy by the Secretary
of State or his Deputy, shall be received as primd facie
evidence of the original in all courts of justice, without proof
of the signatures or seal upon such original. .,, : '/,,:
36. If, at any time, any agreement be made by the Company
with any persons intending to become bondholders of the
Company, or be contained in any mortgage deed executed
under the authority of this Act, restricting the issue of
bonds by the Company, under the powers conferred by this
Act, or defining or limiting the mode of exercising such
powers, the Company, after the deposit thereof with the
Secretary of State as hereinbefore i^rovided, shall not act upon
such powers otherwise than as defined, restricted and limited
by such agreement. And no bond thereafter issued by the Com-
i
•y^^ifsefyzi
82
paiiy, and no order, resolution or prooeedini? thereafter made^
passed or had by the Company, or by the Board of Directors,
contrary to tne terms of svich agreement, shall be valid or
effectual.
87. The Company may, from time to time, issue guar-
anteed or preferred stock, at such price, to such amount^
not exceeding ten thousand dollars per mile, and upon
such conditions as to tlie preferences and privi-
leges appertaining thereto, or to different issues or classes
thereof, and otherwise, as shall be authorized by the majority
in value of the shareholders present in person or represented
hy ])roxy at any annual UKieting or at any special gen^^ral
meeting thereof called lor the purpose, -notice of the intention
to propose such issue at such meeting being given in the
notice calling such meeting. Hut the guarantee or preference
accorded to such stock shall not interlere with the lien,
mortgage and privilege attaching to bonds issued under the
authority of this Act. And the holders of such preferred
stock shall have such power of voting at meetings of share-
holders, as shall be conferred upon them by the by-laws of
the Company.
EXECUTION OF AGRKEMENTS.
3S. Every contract, agreement,engagement,scr!p certificate
or bargain made, and every bill of exchange drawn accepted
or endorsed, and every promissory note and checue made,
drawn or endorsed on behalf of the Company, by any agent,
officer or servant of the Company, in general accordance
with his powers as such under the by-laws of the Company,
shall be binding upon the Company ; and in no case shall
it be necessary to have the seal of the Company affixed to
any such bill, note, cheque, contract, agreement, engagement,
bargain, or scrip certificate, or to prove that the same was
made, drawn, accepted or endorsed, as the case may hi, in
pursuance of any by-law or special vote or order ; nor
shall the party so acting as agent, officer or servant of
the Company be subjected individually to any liability^
"whatsoever, to any third party therefor ; Provided always,
that nothing in this Act shall be construed to authorize
the Company to issue any note payable to the bearer thereof,
or any promissory note intended to be circulated as money, or
as the note of a bank, or to engage in the business of bank-
ing or insurance.
GENERAL PROVISIONS.
•19, The Company shall, from time to time, furnish such
reports of the progress of tho work, witli such details and
plans of the work, as the Government may require.
40, As respectH places not williin nny Pi'ovjnee, any notire
required by " The Conaolulated RaUway Ac/, 1871^," to bo
given in the "Ofhcial Gazette " of a Province, may be given
in. the Canada Gazette.
41. Deeds and conveyances of lands to the ('oiiipany for
the purposes of this Act, (not being letters patent I'rum
the Crown) may, in so iar as cii'cniastaiic<\s will admit,
be in the form following, that is to say :—
" Know all men by these presents, that f, A. B., in consi-
deration of paid tj me by the Canadian Pacific
Railway Company, the receipt whereof is hereby acknow-
ledged, grant, bargain, sell an'l convey unto the said The
Canadian Pacific Kailway Company, their successors and
assigns, all that tract or parcel of land {describe the land) to
have and to hold the said land and premises unto the said
Company, their successors and assigns for ever.
" Witness my hand and seal, this
one thousand eight hundred and
•' Signed, sealed and delivered )
in presence of j
"CD.
"E.F."
A.B.
day ol
[L.S.]
or in any other form to the like effect. And every deed made
in accordance herewith shall be held and construed to impose
upon the vendor executing the same the ol)ligation of gua-
ranteeing the Company and its assigns against all dower
and claim for dower and against all hypothecs and mort-
gages and against all liens and charges w^hatsoever and also
that he has a good, valid and transferable title thereto. ^
OTTAWA : Printed by Brown Chamberlin, Law Printer to the Queen's Mo«t
Excellent Majesty.
..M
^^W"
CANADA.
nCTORIA, hy the Grace of God of the United Kingdom of
Great Britain and Ireland, Queen Defender of the Faith,
etc., etc.
To all to whom these presents shall come, or whom the same
may in anywise concern,
Greeting :
WHEREAS, George Stephen, of the City of Montreal, in
the Province of Quebec and Dominion of Canada,
Esquire ; Duncan Mclntyre, of the same place. Merchant ;
John S. Kennedy, of the City of New York, in the State of
New York, one of the United States of America ; Richard B.
Angus, of the City of St, Paul, in the State of Minnesota,
one of the United States of America ; and James J. Hill, of
the same place ; the firm of Morton, Rose and Company, of
the City of London, in England, Merchants, and the firm of
Kohn Reinach and Company, of the City of Paris, in Francs,
Bankers, on or about the twenty-first day of October, in the
year of Our Lord one thousand eight hundred and eighty,
duly entered into a contract and agreement w^ith Us
represented and acting by ihe Honorable Sir Charles
Tupper, K.C.M.G., our Minister of Railways and Canals of
Canada, which contract and agreement is in the words and
figures following, viz. :
This Contract and Agreement made between Her
Majesty the Queen, acting in respect ot the Dominion
of Canada, and herein represented and acting by the
Honorable Sir Charles Tupper, K.C.M.G., Minister of
Railways and Canals, and George Stephen and Duncan
Mclntyre, of Montreal, in Canada, John S. Kennedy of
New York, in the State of New York, Richard B. Angus
and James J. Hill, of St. Paul, in the State of Minnesota^
\ Morton, Rose cfe Co., of London, England, and Kohn,
Reinach & Co, of Paris, France,
"Witnesses : That the parties hereto have contracted and
agreed with each other as follows, namely : —
1. For the better interpretation of this contract, it is
hereby declared that the portion of Railway hereinafter called
the Eastern section, shall comprise that part of the Canadian
Pacific Railway to be constructed, extending from the
Western terminus of the Canada Central Railway, near the
East end of Lake Nipissing, known as Ca'llander Station, to
a point of junction with that portion of the said Canadian-
Pacific Railway now in course of construction extending
from Lake Superior to Selkirk on ihe East side of Red
River ; which latter portion is hereinafter called the Lake-
Superior section. That the portion of said Railway, now
partially in course of construction, extending from Selkirk to
Kamloops, is hereinafter called the Central section; and the
portion of said Railway now in course of construction,
extending from Kamloops to Port Moody, is hereinafter
called the Western section. And that the w^ords " the Ca-
nadian Pacific Railway," are intended to mean the entire^
Railway, as described in the Act 37th Victoria, cap. 14. The
individual parties hereto, are hereinafter described as the
Company ; and the Grovernment of Canac^a is hereinafter
called the Government.
2. The contractors immediately after the organization oF
the said Company, shall deposit with the Government
$1,000,000 in cash or approved securities, as a security for
the construction of the Railway hereby contracted for. Th&
Government shall pay to the Company interest on the cash
deposited at the rate of four per cent, per annum, half-
yearly, and shall pay over to the Company the interest
received upon securities deposited, the whole unt"l
default in tiie performance of the conditions hereof, or
until the repayment of the deposit, and shall return the
deposit to the Company on the completion of the railway,
according to the terms hereof, with any interest accrued
thereon.
u.
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iyL\i'.lO ':
3. The Company shall lay out, construct and equip the
said Eastern section, and the said Central section, of a
uniform gauge of 4 ieet 8| inches ; and in order to establish an
approximate standard whereby the quality and the character
of the Railway and of the m.aterials used in the construction
thereof, and of the equipment thereof may be regulated, the
Union Pacific Railway of the United States as the same
was when first constructed, is hereby selected and
fixed as such standard. And if the Government and the
C ipany should be unable to agree as to w^hether or not
any work done or materials furnished under this contract
are in fair conformity with such standard, or as to any other
question of fact, excluding que!?tions of law, the subject of
disagreement shall be from lime to time referred to the de-
termination of three referees, cno of whom shall be chosen by
the Government, one by the Company, and one by the two
referees so chosen, and such referees shall decide as to the
party by whom the expense of such reference shall
be defrayed. And if such two referees should be unable
to agree upon a third referee, he shall be appointed
at the instance of either party hereto, after notice
to the other, by the Chief Justice of the Supreme Court of
Canada. And the decision of such referees, or of the ma-
jority of them, shall be final. ^
4. The work of construction shall be commenced at the
eastern extremity of the Eastern section not later than the
Jlrst day of July next, and the work upon the Central ^>ertioii
shall be commenced by the Company at such point towards
the eastern end thereof on the portion of the line now
under construction as shall be found convenient and as shall
be approved by the Government, at a date not later than
the 1st May next. And the work upon the Eastern and
Central sections, shall be vigorously and continuously car-
ried on at such rate of annual progress on each section as
shall enable the Company to complete and equip the same and
each of them, in running order, on or before the first day of
May, 1891, by which date the Company hereby agree to com-
plete and equip the said sections in conformity with this con-
tract, unless prevented by the act of God, the Queen's enemies,
intestine disturbances, epidemics, floods, or other causes
beyond the control of the Company. And in case of the
interruption or obstruction of the work of construction
from any of the said causes, the time fixed for the comple-
tion of the railway shall be extended for a corresponding
period. ^
:ii
5. The Company shall pay to the Government the cost, ac-
cording to the contract, of the portion of railway, 100 miles in
length, extending from the city of "Winnipeg westward, up to
the time at which the work was taken out of the hands of the
contractor and the expenses since incurred by the Govern-
ment in the work of construction, but shall have the right
to assume the said work at any time and complete the same,
?■
tr
paying the cost of construction as aforesaid so far as the
same shall then have been incurred by the Government.
6. Unless prevented by the act of God, the Queen's
enemies, intestine disturbances, epidemics, floods or other
causes beyond the control of the Government, the Government
shall cause to be completed the said Lake Superior section,
by the dates fixed by the existing contracts for the construc-
tion thereof; and shall also cause to be completed the
portion of the said AVestern section now under contract,
namely, from Kamloops to Yale, within the period fixed by
the contracts therefor, namely, by the thirtieth day of June,
1885 ; and shall also cause to be completed, on or before the
first day of May, 1891, the remaining portion of the said
Western section, lying between Yale and Port Moody, which
shall be constructed of equally good quality in every respect
with the standard hereby created lor the portion hereby
contracted for. And the said Lake Superior section, and the
portions of the said Western section now under contract, shall
be completed as nearly as practicable according to the
specifications and conditions of the contracts therefor, except
in so far as the same have been modified by the Government
prior to this contract.
7. The Hallway constructed under the terms hereof shall
be the property of the Company : and pending the comple-
tion of the Eastern and Central sections, the Government
shall transfer to the Company the possession and right to work
and run the several portions of the Canadian Pacific Kail-
w ly already constructed or as the same shall be completed.
And upon the completion of the Eastern and Central sections,
the Government shall convey to the Company,with a suitable
number of station buildings and with water service (but
without equipment), those portions of the Canadian Pacific
Railway constructed or to be constructed by the Government
which shall then be completed ; and upon completion of the
remainder of the portion of railway to be constructed by the
Government, that portion shall also be conveyed ta the Com-
pany, and the Canadian Pacific Railway shall become and
be thereafter the absolute property of the Company. And
the Company shall thereafter and forever efficiently main-
tain, work and run the Canadian Pacific Railway.
8. Upon the reception from the Government of the
possession of each of the respective portions of the Canadian
[i['i
t .
Pacific Eailway, the Company shall equip the same in con-
formity Vvith the standard herein established for the equip-
ment of the sections hereby contracted for, and shall there-
after maintain and efficiently operate the same.
9. In consideration of the premises, the Government asrree
to g:rant to the Company a subsidy in money of 125,000,000,
and in land of 25,000,000 acres, for which subsidies the con-
struction of the Canadian Pacific Eailway shall be complet-
ed and the same shall be equipped, maintained and operated,
the said subsidies respectively to be paid and granted as the
w^ork of construction shall proceed, in manner and upon the
conditions following, that is to say :
a. The said subsidy in money is hereby divided and
appropriated as follows, namely: —
CEXTRAL b-RCTIO.V.
Assumefl nt l,35f> TTi'lfo —
1st.— 900 miles, at $10 000 ppr mile $ 9.000,non
2nd.— 450 " " ia,333 " " 6,000,000
$15,000,000
EASTERN SECTION.
Assumed at 650 miles, subsidy equal to $15,38 t.6l per mile ..' 10,»00,000
$25,000,000
And the said subsidy in land is hereby divided and appro-
priated as follows, subject to the reserve hereinafter provided
'for : —
CRNrRAL SECTION.
Ist.— 900 miles .It 12.P00 fl«res per mile. 11,250.000
2nd.— 450 " ' " 16.6G6 66 " " " 7,500,000
18,750,000
E.^SPKRV SRCTIO.V.
Assumed at 650 miles, subsidy equal to 9,615.35 acrefa per mile 6,250,000
25,000,000
b. Upon the construction of any portion of the railway
hereby contracted for, not less than 20 miles in length,
and the completion thereof so as to admit of the running of
regular trains thereon, together w^ith such equipment thereof
as shall be required for the traffic thereon, the Grovernment
shall pay and grant to the Company the money and land
subsidies applicable thereto, according to the division and
appropriation thereof made as hereinbefore provided ; the
Company having the option of receiving in lieu of cash,
terminable bonds of the Grovernment, bearing such rate of
interest, for such period and nominal amount as may be
arranged, and which may be equivalent according to actuarial
calculation to the corresponding cash payment, the Grovern-
ment allowing four per cent, interest on moneys deposited
with them.
c. If at any time the Company shall cause to be delivered
on or near the line of the said railway, at a place
satisfactory to the Grovernment, steel rails and fastenings to
be used in the construction of the railway, but in advance
of the requirements for such construction, the Govern-
ment, on the requisition of the Company, shall, upon such
terms and conditions as shall )>e determined by the Govern-
ment, advance thereon three-fourths of the value thereof at
the place, of delivery. And a proportion of the amount
so advanced shall be deducted according to such terms and
conditions from the subsidy to be thereafter paid, upon the
settlement for each section of 20 miles of railw^ay, which
proportion shall correspond with the proportion of such rails
and fastenings which have been used in the construction of
such sections.
d. Until the first day of January, 1882, the Company shall
have the option, instead of issuing land grant bonds as here-
inafter provided, of substituting the payment by the Govern-
ment of the interest (or part of the interest) on bonds of the
Company mortgaging the railway and the lands to be granted
by the Government, running over such term of years as may
be approved by the Governor in Council, in lieu of the cash sub-
sidy hereby agreed to be granted to the Company or any part
thereof ; such payments of interest to be equivalent according
to actuarial calculation to the corresponding cash payment, the
Government allowing four per cent, interest on moneys depo-
sited wath them ; and the coupons representing the interest on
such bonds shall be guaranteed by the Government to the
extent of such equivalent. And the proceeds of the sale of
such bonds to the extent of not more than $25,000,000, shall
be deposited wath the Government, and the balance of such
proceeds shall be placed elsewhere by the Company, to the
satisfaction and under the exclusive control of the Govern-
ment ; failing w^hich last condition the bonds in excess of
those sold shall remain in the hands of the Government. And
from time to time as the work proceeds, the Government shall
a:
pay over to the Company : firstly, o\it of th.> umount so to be
placed by the Company, — and, al't'?r the oxx>onditure of that
amount, out of the amount deposited with the Crovernment, —
sums of money bearing the Kume proportion to the mileage
cash subsidy hereby agreed upon, which the net proceeds of
such sale (if the whole of such bonds are sold upon the issue
thereof) or, if such bonds be not all then sold, the net proceeds
of the issue, calculated at the rate at which the sale of part of
them shall have been made, shall bear to the sum of ^25,000,-
OOO. But if only a portion of the bond issue be sold, the amount
•earned by the Company according to the proportion aforesaid,
shall be paid to the Company, partly out of the bonds in the
hands of the Government, and partly out of the cash deposited
with the (rovernment, in similar proportions to the amount
of such bonds sold and remaining unsold respectively ; and
the Company shall receive the bonds so paid as cash at the rate
at which the said partial sale thereof shall have been made.
And the Grovernment will receive and hold such sum of
money towards the creation of a sinking fund for the redemp-
tion of such bonds, and upon such terms and conditions,
as shall be agreed upon between the Government and the
Company.
e. If the Company avail themselves of the option granted
by clause d, the sum of #2,000 per mile for the first eight
hundred miles of the Central section shall be deducted pro
rata from the amount payable to the Company in respect
of the said eight hundred miles, and shall be appropriated
to increase the mileage cash bubsidy appropriated to the
remainder of the said Central section.
lO. In further consideration of the premises, the Govern-
ment shall also grant to the Company the lands required for
the road bed of the railway, and for its stations, station
grounds, workshops, dock ground and water frontage at the
termini on navigable waters, buildings, 3ards, and other
appurtenances required for the convenient and effectual
construction and working of the railway, in so far as such
land shall be vested in the Government. And the Government
shall also permit the admission free of duty, of all steel rails,
fish plates and other fastenings, spikes, bolts and nuts, wire,
timber and all material for bridges, to be used in the
original construction of the railway, and of a telegraph line
in connection therewith, and all telegraphic apparatus
8
required for the first equipment of such telegraph line ;
and will convey to the Company, at cost price, with interest,
all rails and fastenings bought in or since the year 1879, and
other materials for construction in the possession of or pur-
chased by the Government, at a valuation ; such rails, fasten-
ings and materials not being required by it for the construc-
tion of the said Lake Superior and Western sections.
II. The grant of land hereby agreed to be made to the
Company, shall be so made in alternate sections of 640 acres
each, extending back 24 miles deep, on each side of the rail-
way, from Winnipeg to Jasper House, in so far as such lands-
shall be vested in the Government, the Company receiving
the sections bearing uneven numbers. Cut should any of such
sections consist in a material degree of land not fairly fit for
settlement, the Company shall not be obliged to receive
them as part of such grant, and the deficiency thereby caused
and any further deficiency which may arise from the insUi*
ficient quantity of land along the said portion of railway, to
complete the said 25,000.000 acres, or from the prevalence of
lakes and water stretches in the sections granted (which
lakes and water stretches shall not be computed in the
acreage of such sections), shall be made up from other por-
tions in the tract known as the fertile belt, that is to say, the-
land lying between parallels 49 and 57 degrees of north
latitude, or elsewhere at the option of the Company, by the
grant therein of similar alternate sections extending back 24
miles deep on each side of any branch line or lines of railway
to be located by the Company, and to be shov/n on a map or
plan thereof deposited with the Minister of Railways ; or ui
any common front line or lines agreed upon between the
Government and the Company, the conditions hereinbefore
stated as to lands not fairly fit for settlement to be applicable-
to such additional grants. And the Company may with the
consent of the Government, select in the North-West Terri-
tories any tract or tracts of land not taken up as a means of
supplying or partially supplying such deficiency. But suck
grants shall be made only from lands remaining vested in
the Government.
12 The Government shall extinguish the Indian title-
affecting the lands herein appropiiated, and to be hereafter
granted in aid of the railway.
13 The Company shall have the right, subject to the
approval of the Governor in Council, to lay out and locate-
the line of the railway hereby contracted for, as they may
see fit, preserving the following terminal points, namely :
from Callander station to the point of junction with tne
Lake Superior section ; and from Selkirk to the junction
with the western section at Kamloops by way of the Yellow
Head Pass.
14. The Company shall have the right, from time to time, to
lay out, construct, equip, maintain and work branch lines of
railway from any point or points along their main line of
railway, to any point or points within the territory of the
Dominion. Provided always, that before commencing any
branch they shall first deposit a map and plan of such
branch in the Department of Railways. And the Govern-
ment shall grant to the Company the lands requ^'r-^d for
the road bed of such branches, and for the stations .tdtion
grounds, buildings, workshops, yards and other appurten-
ances requisite for the efficient construction and working of
such branches, in so far as such lands are vested in the
Government.
15. For 20 years from the date hereof, no line of railway
shall be authorised by the Dominion Parliament to be con-
structed South of the Canadian Pacific Railway,from any point
at or near the Canadian Pacific Railway except such line
as shall run South West, or to the Westward of South West :
nor to within fifteen miles of Latitude 49. And in the
establishment of any new Province in the North West Ter-
ritories, provision shall be made for continuing such prohi-
bition after such establishment until the expiration of the
said period.
10. The Canadian Pacific Railway, and all stations
and station grounds, work shops, buildings, yards and
other property, rolling stock and appurtenances requir-
ed and used for the construction and working thereof,
and the capital stock of the Company, shall be forever
free from taxation by the Dominion, or by any Pro-
vince hereafter to be 'established, or by any Municipal
Corporation therein ; and the lands of the Company, in the
North- West Territories, until they are either sold or occupied,
shall also be free from such taxation for 20 years after the-
grant thereof from the Crown.
(}
10
iU^.X
•JU
17. The Company shall be authorized by their Act of
incorporation to issue bonds, secured upon the land granted
and to be granted to the Company, containing" provisions for
the use of such bonds in the acquisition of lands, and such
other conditions as the Company shall see fit, such issue
to be for $25,000,000. And should the Company make
such issue of land grant bonds, then they shall deposit
them in the hands of the Government ; and the Govern-
ment shall retain and hold one-fifth of such bonds
as security for the due performance of the present contract
in respect of the maintenance and continuous working of the
railway by the Company, as herein agreed, for ten years after
the completion thereof, and the remaining .$20,000,000 of
such bonds shall be dealt with as h reinafter provided.
And as to the said one-fifth of the said bonds, so
long as no default shall occur in the maintenance and
working of the said Canadian Paciiic Railway, the Govern-
ment shall not present or demand payment of the coupons
of such bonds, nor require payment of any interest thereon.
And if any of such bonds so to be retained by the Govern-
ment shall be paid off'in the manner to be provided for the
extinction of the whole issue thereof, the Government shall
hold the amount received in payment thereof as security for
the same purposes as the bonds so paid off, paying interest
thereon at four per cent, per annum so long as default is not
made by the Company in the performance ot the conditions
hereof. And at the end of the said period of ten years from
the completion of the said railway, if no default shall then
have occurred in such maintenance and working thereof, the
said bonds, or if any of them shall then have been
paid off, the remainder of said bonds and the money
received for those paid off, with accrued interest,
shall be delivered back by the Government to the
'Company with all the coupons attached to such bonds.
But if such default should occur, the Government may
thereafter require payment of interest on the bonds so held,
and shall not be obliged to continue to x^ay interest on the
money representing bonds paid off ; and while the Govern-
ment shall retain the right to hold the said portion of the
:said land grant bonds, other securities satisfactory to the
Government may be substituted for them by the Company
by agreement with the Government.
18. If the Company shall find it necessary or expedient
to sell the remaining $20,000,000 of the land grant bonds
<. :
11
or a larger portion thereof than in the proportion of
one dollar for each acre of land then earned by the
CJompanv, they shall be allowed to do so, but the pro
ceeds thereof, over and above the amount to which
the Company shall be entitled as herein provided, shall be
deposited with the Government. And the Government shall
pay interest upon such deposit half-yearly, at the rate of four
per cent, per annum, and shall pay over the amount of such
-deposit to the Company from time to time as the work pro-
ceeds, in the same proportions, and at the same times
and upon the same conditions as the land grant — that
is to say : the Company shall be entitled to receive
.from the Government out of the proceeds of the said land
grant bonds, the same number of dollars as the number of
acres of the land subsidy which shall then have been earned
by them, less one fifth thereof, that is to say, if the bonds are
sold at par, but if they are sold at less than par, then a de-
duction shall be made therefrom corresponding to the dis-
count at which such bonds are sold. And such land grant
shall be conveyed to them by the Government, subject to the
charge created as security for the said land grant bonds,
and shall remain subject to such charge till relieved thereof
in such manner as shall be provided for at the time of
the issue of such bonds.
lO. The company shall pay any expenses which shall be
incurred by the Government in carrying out the provisions
of the two last preceding clauses of this contract.
20. If the Company should not issue such land grant
bonds, then the Government shall retain from out of each
grant to be made from time to time, CA^ery fifth section of
the lands hereby agreed to be granted, such lands to be so
retained as security for the purposes, and for the length
of time, mentioned in section eighteen hereof. And such
lands may be sold in such manner and at such prices as
shall be agreed upon between the Government and the
Company, and in that case the pvice thereof shall be paid to,
and held by the Government for the same period, and for
the same purposes as the land itself, the Government
paying four per cent, per annum interest thereon. And
other securities satisfactory to the Government may be sub-
stituted for such lands or money by agreement with the
Government.
12
(.Signed)
SjI. The company to be incorporated, with sufHcient
powers to enable them to carry out the foregoing contract^
and this contract shall only be binding in the event of an
Act of incorporation being granted to the Company in the
form hereto appended as Schedule A.
23. The Railway Act of 1870, in so far as the provisions
of the same are applicable to the undertaking referred to in
this contract, and in so far as they are not inconsistent here-
with or inconsistent with or contrary to the provisions of
the Act of incorporation to be granted to the Company,
shall apply to the Canadian Pacific Railway.
In witness whereof the parties hereto have executed these
presents at the City of Ottawa, this twenty-first day of
October, 1880.
CHARLES TIIPPER,
Minister of Railways and Canals
GEO. STEPHEN,
DUNCAN McINTYRE,
J. S. KENNEDY,
R. 11 ANaUS,
J. J. HILL,
Per pro. Greo. Stephen.
M-RTON, ROSE & Co.
KOHN, llEINACH & Co.,
By P. DuP. GrenfelL
Signed in presence of V. Braun,
and Seal of the Department '
hereto affixed by Sir Charles
TUPPER, in presence of
(Signed) F. Braun" ■. . •
An'^ ;as the Schedule A to the said contract, is set
out Act of our Parliament of Canada, passed on the
FIFi.-ii.NTH day of FEBRUARY, in the year of
Our Lord one thousand eight hundred and eighty-one,
and in the forty-fourth year of our reign, intituled r
"An Act respecting the Canadian Pacific Railw^ay ;" and
whereas by the said Act after reciting as follow^s, viz. :
" Whereas by the terms and conditions of the admission of
" British Columbia into Union with the Dominion of Canada,
" the Government of the Dominion has assumed the obligation
*' of causing a Railway to be constructed, connecting thesea-
18
*'boaid of Eritish Columbia with the Railway system of
"Canada ;
•'And whereas the Parliament of Canada has repeatedly
^' declared a preference for the oonstruction and operation of
"such Railway by means of an incorporated Company aided
" by grants of money and land, rather than by the Govern-
" nient, and certain Statutes have been passed to enable that
^' course to be followed, but the enactments therein contained
" have not been eti'ectual for that purpose ;
" And whereas certain sections of the said Railway have
■" be constructed by the Government and others are in course
•' of construction, but the greater portion of the main line
" thereof has not yet been commenced or placed under con-
" tract, and it is necessary for the development of the North-
""West Territory, and for the preservation of the good faith of
^' the Government in the perlormance of its obligations, that
^' immediate steps should be taken to complete and operate
^' the w^hole of the said Railway ;
" And whereas, in conformity with the expressed desire of
" Parliament, a concract has been entered into for the construc-
" tion of the said portion of the main line of the said Railw^ay,
"and for the permanent working of the whole line thereof,
" which contract with the schedule annexed has been laid
** before Parliament for its approval and a copy thereof is
^' appended hereto, and it is expedient to approve and ratify
^' the said contract, and to make provision for the carrying out
^' of the same ;" the said contract and agreement with
ihe said Schedule A thereto was approved and ratified,
iind We were authorized to perform and carry out
the conditions thereof according to their purport ; and
for the purpose of incorporating the persons mentioned
in the said contract, and those who shall be associated
with them in the undertaking and of granting to
them the powers necessary to enable them to carry out
the said contract according to the terms thereof, it was
•enacted that our Governor-General of Canada might grant
to them, in conformity with the said contract under the
-corporate name of the Canadian Pacific Railway Company,
a, charter conferring upon them the franchises, privileges
And powers embodied in the said schedule to the said con-
tract ; and that such charter being published in the Canada
Gazette with any Order or Orders in Council relating to it
should have force and effect as if it were an Act of our
Parliament of Canada, and should be and be held to be
II
14
an Act of incorporation within the meaning of the said
contract ;
And whereas the said persons have prayed for a charter
for the purjoose aforesaid ;
1> Now Know Ye, that, by and with the advice of our
Privy Council for Canada, and under the authority of the
hereinbefore in part recited Act, and of any other power and
authority whatsoever in Us vested in this behalf, We Do,.
by these our Letters Patent, grant, order, declare and provide
that the said Greorge Stev3hen, J)uncan Mclntyre, John S.
Kennedy, Richard B. Angus, James J. Hill, the firm of
Morton, Rose and Company, and the firm of Kohn, Reinach
and Company ; with all such other persons and corporations
as shall become shareholders in the Company hereby incor-^
porated, shall be and they are hereby constituted a body
corporate and politic, by the name of the " Canadian Pacific
Railway Company."
V.
2. The capital stock of the Company shall be twenty-five
million dollars, divided into shares ot one hundred dollars
each, which shares shall be transferable in such manner and
upon such conditions as shall be provided by the by-laws of
the Company ; and such shares, or any part thereof, may be
granted and issued as paid-up shares for value bond fide
received by the Company, either in money at par or at such
price and upon such conditions as the board of directors may
fix, or as part of the consideration of any contract made by
the Company.
;/T
3. As soon as five million dollars of the stock of the Com-
pany have been subscribed, and thirty per centum thereof paid
up, and upon the deposit with our Minister of Finance of
Canada of one million dollars in money or in securities ap-
proved by our Grovernor-General in Council, for the purpose
and upon the conditions in the said contract provided, the said
contract shall become and be transferred to the Company,,
without the execution of any deed or instrument in that
behalf; and the Company shall, thereupon, become
and be vested with all the rights of the contractors
named in the said contract, and shall be subject to,
and liable for, all their duties and obligations, to the
same extent and in the same manner as if the said contract
had been executed by the said Company instead of by the said
' _ 15
contractors; and thereupon the said contractors, a« individwais,
shall cease to hav^ any right or interest in the said contract^
and shall not be subject to any liability or respon-
sibility under the terms thereof otherwise than as-
members of the corporation hereby created. And upon
the performance of the said conditions respecting the sub-
scription of stock, the partial payment thereof, and the deposit
of one million dollars to the satisfaction of our Governor-
General in Council, the publication by our Secretary of State
of Canada in the Canada Gazelle, of a notice that the trans-
fer of the contract to the Company has been effected and
completed shall be conclusive proof of the fact. And the
Company shall cause to be paid up, on or before the first
day of May next, a further instalment of twenty per centum
upon the said first subscription of five million dollars, of
which call thirty days notice by circular mailed to each
shareholder shall be sufficient. And the Company shall call
in, and cause to be paid up, on or before the 31st day of
December, 1882, the remainder of the said first subscription
of five million dollars. . , , • , . , ■ ^ ■.
4. All the franchises and powers necessary or useful to the
Company to enable them to carry out, perform, enforce, use»
and avail themselves of, every condition, stipulation, obliga-
tion, duty, right, remedy, privilege, and advantage agreed
upon, contained or described in the said contract, are hereby
conferred upon the Company. And the enactment of the
special provisions hereinafter contained shall not be held to
impair or derogate from the generality of the franchises and
powers so hereby confen-ed upon them.
DIRECTORS.
<5. The said George Stephen, Duncan McTntyre, John
S. Kennedy, Richard B. Angus, James J. Hill, Henry Staf-
ford Northcote, of London, aforesaid, Esquires, PascoeduP.
Grenfell, of London, aforesaid, Merchant, Charles Day
Rose, of London, aforesaid, Merchant, and Baron J. de
Reinach, of Paris, aforesaid. Banker, are hereby constituted
the first directors of the Company, with power to add to-
their number, but so that the directors shall not m all exceed
fifteen in number ; and the majority of the directors, of
whom the President shall be one, shall be British subjects.
And the Board of Directors so constituted shall have all the
16
powers hereby conferred upon the directors of the Company,
and they shall hold office until the first annual meeting of
ihe shareholders of the Company.
6. Each of the directors of the Company, hereby appointed,
or hereafter appointed or elected, shall hold at least two
hundred and fifty shares of the stock of the Company. But
the number of directors to be hereafter elected by the share-
holders shall be such, not exceeding fifteen, as shall be fixed
by by-law, and subject to the same conditions as the direc-
tors appointed by, or under the authority of, the last preced-
ing sectijn; th(» number thereof may be hereafter altered
from time to time in like manner. The votes for their elec-
tion shall be by ballot.
7.. A majority of the directors shall form a quorum of the
board ; and until otherwise provided by by-law, direc-
tors may vote and act by proxy, such proxy to be
held by a director only ; but no director shall hold more
than two proxies, and no meeting of directors shall be
competent to transact business unless at least three directors
are present thereat in person, the remaining number of
directors required to form a quorum being represented by
proxies
8. The board of directors may appoint from out of their
number an Executive Committee, composed of at least three
directors, for the transaction of the ordinary business of the
Company, with such powers and duties as shall be fixed by
the by-laws ; and the President shall be ex officio a membeV
of such committee.
O. The chief place of business of the Company shall be at
the City of Montreal, but the Company may from time to
time, by by-law, appoint and fix other places within or be-
yond the limits of Canada at which the business of the Com-
pany may be transacted, and at which the directors or
shareholders may meet, when called as shall be determined
by the by-laws. And the Company shall appoint and fix by
by-law, at least one place in each Province or Territory
through which the Railway shall pass, where service of
process may be made upon the Company, in respect of any
cause of action arising within such Province or Territory,
and may afterwards, from time to time, change such place
it
B-
a-
)r
id
>y
rv
of
•y.
,ce
,
17
by by-law. And a copy of any by-law fixing or changing
any such place, duly authenticated as herein provided, shall
be deposited by the Company in the office, at the seat of
Government of the Province or Territory to which such
by-law shall apply, of the Clerk or Prothonotary of the high-
est, or one of the highest, courts of civil jurisdiction of such
Province or Territory. And if any cause of action shall arise
against the Company within any Province or Territory, and
any writ or process be issued against the Company thereon
out of any court in such Province or Territory, service of
such process may be validly made upon the Company at the
place within such Province or Territory no appointed and
fixed ; but if the Company fail to appoint and fix such place,
or to deposit, as hereinbefore provided, the by-law made in that
behalf, any such process may ' validly served upon the
Company .*^ at any of the stations of the said Railway within
such Province or Territory.
SHAREHOLDERS
lO. The first annual meeting of the shareholders
-of the Company, lor the appointment of directors, shall
be held on the second Wednesday in May, 1882, at
the principal office of the Company, in Montreal; and
the annual general meeting of shareholders, for the elec-
tion of directors and the transaction of business generally,
shall be held on the same day in each year thereafter at
the same place unless otherwise provided by the by-
laws. And notice of each of such meetings shall be given
by the publication thereof in the Canada Gazette for four
weeks, and bv such further means as shall from time to
time be directed by the by-laws.
1 J . Special general meetings of the shareholders may be
-convened in such manner as shall be provided by the
by-laws. And except as hereinafter provided, notice of
such meetings shall be given in the same manner as
notices of annual general meetings, the purpose for which
such meeting is called being mentioned in the notices
thereof; and, except as hereinafter provided, all such meetings
shall be held at the chief place of business of the Company.
12. If at any time before the first annual meeting of the
shareholders of the Company, it should become expedient that
2
18
a meeting of the directors of the Company, or a special general
meeting of the shareholders of the Company, should be held,
before such meeting can conveniently be called, and notice^
thereof given in the manner provided by this Act, or by the
by-laws, or before by-laws in that behalf have been passed,
and at a place other than at the chief place of business of
the Company in Montreal before the enactment of a
by-law authorising the holding of such meet)' g else-
where; it shall be lawful for the President or for .ny (hree
of the directors of the Company to call special meetings
either of directors or of shareholders, or of both, to be held
at the city of London in England, at times and places
respectively, to be stated in the notices to be given ot such
meetings respectively. And notices of such meetings may
be validly given by a circular mailed to the ordinary address
of each director or shareholder as the case may be, in time to
enable him to attend such meeting, stating in general terms
the purpose of the intended meeting. And in the case of a
meeting of shareholders, the proceedings of such meeting
shall be held to be valid and sufficient, and to be binding
on the Company in ali respects, if every shareholder of
the Company be present thereat in person or by proxy,
notwithstanding that notice of such meeting shall ,not
have been given in the manner required by this Act.
13. No shareholder holding shares upon which any call is^
overdue and unpaid shall vote at any meeting of share-
holders. And unless otherwise provided by the by-laws, the
person holding the proxy of a shareholder shall be himself a
shareholder.
14. No call upon unpaid shares shall be made for mora
than twenty per centum upon the amount thereof.
RAILWAY AND TELEGRAPH LINE.
15. The Company may lay out, construct, acquire, equip^
maintain and work a continuous line of railway, of the
gauge of four feet eight and one-half inches ; which railway
shall extend from the terminus of the Canada Central Railway
near Lake Nipissing, known as Callander Station, to Port
Moody in the Province of British Columbia ; and also, a
branch line of railway from some point on the main line of
i
1^
railway to Fort "William on Thunder Bay ; and also the
existing branch line of railway from Selkirk in the Province
of Manitoba to Pembina in the said Pro^vince ; and also other
branches to be located by the Company from time to time as
provided by the said contract ; the said branches to
be of the gauge aforesaid ; and the said main line of railway,
and the said branch lines of railway, shall be commenced
and completed as provided by the said contract ; and together
with such other branch lines as shall be hereafter con-
structed by the said Company, and any extension of the
said main line of railway that shall hereafter be con-
structed or acquired by the Company, shall constitute the
line of railway hereinafter called TnK Canadian Pacific
Railway.
16. The Company may construct, maintain and work a
continuous telegraph line and telephone lines throughout
and along the whole line of the Canadian Pacific Railway,
or any part thereof, and may also construct or acquire by
purchase, lease or otherwise, any other line or lines of tele-
graph connecting with the line so to be constructed along
the line of the said railway, and may undertake the trans-
mission of messages for the public by any such line or lines
of telegraph or telephone, and collect tolls for so doing ; or
may lease such line or lines of telegraph or telephone, or
any portion thereof; and, if they think proper to undertake
the transmission of messages for hire, they shall be subject
to the provisions of the fourteenth, fifteenth and sixteenth
sections of chapter sixty-seven of the Consolidated Statutes
of Canada. And they may use any improvement that may
hereafter be invented (subject io the rights of patentees) for
telegraphing or telephoning, and any other means of com-
munication that may be deemed expedient by the Company
at any time hereafter.
Powers.
17. " The Consolidated Railwar/ Act, 1870," in so far as the
provisions of the same are applicable to the uadertaking
authorized by this charter, and in so far as they are not
inconsistent with or contrary to the provisions hereof,
and save and except ai hereinafter provided, is hereby incor-
porated herewith.
20
ri
18. As respects the said railway, the seventh section of
" The ConanlidalM Railway Art, 1879," relating to Powers,
and theeiji-hth otion thereof relaiing to Plans and Surveys,
shall be subject to the following provisions : —
a. The Company shall have the right to take, use and hold
the beach and land below high water mark, in any stream,
lake, navigable water, gulf or sea, in so far as the same
shall be vested in Us and shall not be required by
Us, to such extent as shall be required by the
Company for its railway and other works, and as shall
be exhibited by a map or plan thereof deposited in the
office of the Minister of Railways, But the provisions of
this sub-section shall not apply to any beach or land lying
East of Lake Nipissing except with the apprcTal cf our
Governor-General in Council.
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b. It shall be sufficient that the map or plan and book of
reference for any portion of the line of the railway not
being within any district or county for which there is a Clerk
of the Peace, be deposited in the office of our Minister of Rail-
ways and Canals of Canada ; and any omission, mis-statement
or erroneous description of any lands therein may be corrected
by the Company, with the consent of the Minister and cer-
tified by him ; and the Company may then make the rail-
way in accordance with such certified correction.
c. The eleventh sub-section of the said eighth section of
the Railway Act shall not apply to any portion of the rail-
way passing over ungranted lands of Us, or lands not
-within any surveyed township in any Province ; and in
«uch places, deviations not exceeding five miles from the
line shown on the map or plan as aforesaid, deposited by the
•Company, shall be allowed, without any formal correction
or certificate ; and any further deviation that may be found
expedient may be authorized by order of our Governor-
General in Council, and the Company may then make their
railway in accordance with such authorized deviation.
d. The map or plan and book of reference of any part of the
main line of the Canadian Pacific Railway made and depo-
sited in accordance with thip section, after approval by our
Govern or- General in Council, and of any branch of such rail-
way hereafter to be located by the said Company in respect
•
21
of which the approval of our Governor-Genoral in Council
shall not be necessary, shall avail as if made and doposited
as required by the said " Comnlidated Raihoaij Act, 1879/*
for all the purposes of the said Act, and of this Act ; and
any copy of, or extract therefrom, certified by our said Min-
ister or his deputy, shall be received as evidence in any court
of law in Canada.
e. It shall be sufficient that a map or profile of any part of
the completed railway, which shall not lie within any
county or district having a registry office, be filed in the
office of our Minister of Itailways and Canals of Canada
lO. It shall be lawful for the Company to take from any
public lands adjacent to or near the line of the said railway,
all stone, timber, gravel and other materials which may be
necessary or useful for the construction of the railway ; and also
to lay out and appro}>riate to the use of the Company, a greater
extent of lands, whether public or private, for stations, depots,
workshops, buildings, side-tracks, wharves, harbors and road-
way, and for establishing screens against snow, than the
breadth and quantity mentioned in " The Conaolidated
Railway Act, 1879," such greater extent taken, in any case
being allowed by our Governor-Greneral in Council, and
shown on the maps or plans deposited with our Minister of
Railways and Canals of Canada.
20. The limit to the reduction of tolls by our Parliament
of Canada provided for by the eleventh sub-section of the 17th
section of " The ComoUdated Railinay Act, 1879," respecting
TOLLS, is hereby extended, so that such reduction may be to
such an extent'that such tolls when reduced shall not
produce less than ten per cent, per annum profit on the
capital actually expended in the construction of the Railway,
as such capital may be defined by an Act of our rarliament
of Canada to be passed during the present session thereof,
instead of not less than fifteen per cent per annum profit, as
provided by the said sub-section ; and so also that such
reduction shall not be made unless the net income of the
Company, ascertained as described in said sub-section, shall
have exceeded ten per cent, per annum instead of fifteen per
cent, per annum as provided by the said sub-section. And
the exercise by our G-overnor-Greneral in Council of the power
of reducing the tolls of the Company as provided by the tenth
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22
sub-section of said section seventeen is hereby linited to
the same extent with relation to the profit of the Company,
and to its net revenue, as that to which the power of Par-
liament to reduce tolls is limited by said sub-section eleven as
hereby amended.
31. The first and second sub-sections of section 22,
of" The Comolidated RaUwny Act, 1879," shall not apply to
the Canadian Pacific liailway Company ; the transfer of shares
in the undertaking shall be made only upon the books of the
Company in person or by attorney, and shall not be valid un-
less so made ; and the form and mode of transfer shall be such
as shall be from time to time regulated by the by-laws of
the Company. And the funds of the Company shall not be
used in any advance upon the security of any of the shares
or stock of the Company.
23. The third and fourth sub-sections of said section 22
of " The Consolidated Raihvaij Act, 1879," shall be subject
to the following provisions, namely, that if before the com-
pletion of the Itail way and works under the said contract,
any transfer should purport to be made of any stock or
share in ^he Company, or any transmission of any share
should be effected under the provisions of said sub-section
four, to a person not already a shareholder in the Company,
and if in the opinion of the Board it should not be expedient
that the person (not being already a shareholder) to whom
such transfer or transmission shall be made or effected
thould be accepted as a shareholder, the Directors may
by resolution veto such transfer or transmission ; and
thereafter, and until after the completion of the said Railway
and works under the said contract, such person shall not be,
or be recognized as a shareholder in the Company ; and the
original shareholder, or his estate, as the case may be, shall
remain subject to all the obligations of a shareholder in the
Company, with all the rights conferred upon a shareholder
under this Charter, But any firm holding paid-up shares in
the Company may transfer the whole or any of such shares to
any partner in such firm having already an interest as such
partner in such shares, without being subject to such veto.
And in the event of such veto being exercised, a note shall
be taken of the transfer or transmission so vetoed in order
that it may be recorded in the books of the Coinpaiiy after
the completion of the Railway and works as aforesaid ; i)ut
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iiiitil such completion, the transfer ortransmii-sion so vetoea
shall not confer any rights, nor have any effect of any nature
•or kind whatever as respects the Company.
28. Subsection sixteen of section nineteen, relating to
President AND DiRKCToHs, thp:ir election and duties;
sub-section two of section twenty-four, relating to By-laws,
Notices, &c., sub-sections five and six of section twenty-
eight, relating to G-eneral provisions, and section ninety-
seven, relating to Railway Fund, of ''The Consolidafed Rail-
way Act, 1871^" shall not, nor shall any of them apply to the
Canadian Pacific Kailway or to the Company hereby incor*
poratcd.
24. The said Company shall afibrd all reasonable facilities
to the Ontario Pacific Junction Railway Company, when
their railway shall be completed to a point of junction with
the Canadian Pacific Railway ; and to the Canada Central
Railway Company, for the receiving, forwarding and deliver-
ing of traffic upon and from the railways of the said Com-
panies, respectively, and for the return of carriages, trucks
and other vehicles ; and no one of the said Companies shall
give or continue any preference or advantage to, or in favor
of either of the others, or of any particular description of
traffic, in any respect whatsoever ; nor shall any one of the
said Companies subject any other thereof, or any particular
description of traffic, to any prejudice or disadvantage in any
respect whatsoever ; and any one of the said Companies which
shall have any terminus or station near any terminus or
station of either of the others, shall afford all reasonable
facilities for receiving and I'orwarding all the traffic arriving
by either of the others, without any unreasonable delay, and
without any preference or advantage, or prejudice or disadvan-
tage, and so that no obstruction may be offered in the using
of such railway as a cpntmuous line of communication, and
so that all reasonable accommodation may at all times, by
the means aforosaid, be mutually afforded by and to the
said several failway companies ; and the said Canadian
Pacific Railw^ay Company shall receive and carry all freight
and passenger traffic shipped to or from any point on the
railway of either of the said above named raihvay com-
panies passing over the Canadian Pacific Railway or any
part thereof, at the same mileage rate and subject to the
same charges for similar services, without granting or
allowing any preference or advantage to the traffic coming
from or going upon one of such railways over such traffic
24
cominff from or
the other of them, reserving-,.
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■o v^^ poing upon
however, to the said Canadian Pacific Kailway Company the
right of making special rates for purchasers of land, or for
emigrants or intending emigrants, which special rates shall
not govern or affect the rates of passenger traffic as between
the said Company and the said two above named Companies
or either of them. And any agreement made between any
two of the said companies contrary to the foregoing provi-
sions, shall be unlawful, null and void.
25. The Company, under the authority of a special general
meeting of the shareholders thereof, and as an extension of
the railway hereby authorized to be constructed, may
purchase or acquire by lease or otherwise, and hold and
operate, the Canada Central Kailway, or may amalgamate
therewith, and may purchase or acquire by lease or
otherwise and hold and operate a line or lines of railway
from the city of Ottawa to any point at navigable water on
the Atlantic seaboard or to any intermediate point, or may
acquire running powers over any railway now constructed
between Ottawa and any such point or intermediate point
Av'^ the Company may purchase or acquire any such rail-
way subject to such existing mortgages, charges or liens
thereon as shall be agreed upon, and shall possess with
regard to any lines of railway so purchased, or acquired,
and becoming the property of the Company, the same
powers as to the issue of bonds thereon, or on any of
them, to an amount not exceeding twent}'^ thousand dollars
per mile, and as to the security for such bonds, as are con-
ferred upon the Company by the twenty-eighth section
hereof, in respect of bonds to be issued upon the Canadian
Pacific Railway, liut such issue of bonds shall not affect
the right of any holder of mortgages or other charges already
existing- upon any line of railway so purchased or acquired ;
and the amount of bonds hereby authorized to be issued
upon such line of railway shall be diminished by the
amount of such existing mortgages or charges thereon.
26. The Company shall have power and authority to
erect and maintain docks, dockyards, wharves, slips and
piers at any point on or in connection with the said
Canadian Pacific Railway, and at all the termini thereof
on navigable water, for the convenience and accommoda-
tion of vessels and elevators ; and also to acquire,
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and work elevators, and to acquire, own, hold, charter^
work, and run, steam and other vessels for cargo and
passengers upon any navigable water, which the Canadian
Pacific Railway may reach or connect with.
EY-LAWS.
27. The b^z-laws ol the Company may provide for the
remuneration of the president and directors of the Com-
pany, and of any executive committee of such directors ; and
for the transfer of stock and shares ; the registration and
inscription of stock, shares, and bonds, and the transfer of
registered bonds ; and the payment of dividends and interest
at any place or places within or beyond the limits of Canada ;
and for all other matters rec^uired by the said contract or by
this Act to be regulated by by-laws : but the by-la vvs of
the Company made as provided by law shall in no case have
any force or effect after the next general meeting of share-
holders, which shall be held after the passage of such by-laws,
unless they are approved by such meeting.
• '•: : -:•■ .:■'■'■:■: BONDS. -•■: -:^ ■„ ' ' -^ . ' ;■,;..-;-
S8. The Company, under the authority of a special general
meeting of the shareholders called for the purpose, may issue
mortgage bonds to the extent of ten thousand dollars per
mile of the Canadian Pacific Railway for the puri:)oses of
the undertaking authorized by the present Charter ; which
issue shall constitute a first mortgage and privilege upon
the said railway, constructed or acquired, and to be there-
after constructed, or acquired, and upon its property, real and
personal, acquired and to be thereafter acquired including
rolling stock, and plant, and upon its tolls and revenues
(after deduction from such tolls and revenues of working
expenses), and upon the franchises of the Company ; the
whole as shall be declared and described as so mortgaged
in any deed of mortgage as hereinalter provided. Provided
always, however, that if the Company shall have issued, or
shall intend to issue land grant bonds under the provisions
of the thirtieth section hereof, the lands granted and to
be granted by Us to the Company may be exclud-
ed from the operation of such mortgage and privilege :
and provided also that such mortgage and privilege shall not
attach upon any property which the Company are hereby, or
20
hy the said contract, authorized to acquire or receive from Us
until the same shall have been conveyed by Us to the Com-
pany, attach upon such property, if so declared in such deed,
but shall as soon as the same shi\ll be conveyed to the Com-
pany. And such mortgage and privilege may be evidenced
by a deed or deeds of mortgage extouted by the Company,
with the authority of its sharehclders expressed by a
TCHolution passed at such special general meeting; and
any such deed may contain such description of the pro-
perty mortgaged by such deed, and such conditions re-
specting the payment of the bonds secured thereby and
of the interest thereon, and the remedies v^^hich shall be
enjoyed by the holders of such bonds or by any trustee or
trustees for them in default of such payment, and the
enforcement of such remedies, and may provide for such
forfeitures and penalties, in default of such payment, as may
be approved by such meeting; and may also contain,
with the approval aforesaid, authority to the trustee or trus-
tees, upon such default, as one of such remedies, to takepos
session of the railway and property mortgaged, and to hold
and run the same for the benefit of the bondholders thereof
for a time to be limited by such deed, or to sell the said
railway and proj^erty, after such delay, and upon such terms
and conditions as may be stated in such deed ; and with like
approval any such deed may contain provisions to the eifect
that upon such default and upon such other conditions as
shall be described in such deed, the right of voting possessed
by the shareholders of the Company, and by the holders
of preferred stock therein, or by either of them, shall cease and
determine, and shall thereafter appertain to the bond-
holders, or to them and to the holders of the whole or of any
part of the preferred stock of the Company, as shall be declared
by such deed ; and such deed may also provide for the con-
ditional or absolute cancellation after such sale of any or all
of the shares so deprived of voting power, or of any or all
of the preferred stock of the company, or huili ; and may also,
either directly by its terms, or indirectly by reference to the
by-laws of the Company, provide for the mode of enforcing
and exercising the powers and authority to be conferred and
defined by such deed, under the provisions hereof. And such
deed, and the provisions thereof made under the authority
hereof, and such other provisions thereof as shall purport
(with like approval) to grant such further and other powers
and privileges to such trustee or trustees and to such
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bondholders, as are not contrary to law or to the provisions
of this Charter, shall be valid and binding. But if any change
in the ownership or possession of the said Railway and pro-
perty shall at any time take place under the provisions
hereof, or of any such deed, or in any other manner, the said
Railway and property shall continue to be held and operated
under the provisions hereof, and of " The Consolidated Rail-
way Act, 1879," as hereby modified. And if the Company
does not avail itself of the power of issuing bonds secured
upon the land grant alone as hereinafter provided, the issue
of bonds hereby authorized may be increased to any amount
not exceeding twenty thousand dollars per mile of the said
Canadian Pacific Railway.
29. If any bond issue be made by the Company under the
last preceding section before the said railway is completed
according to the said Contract, a proportion of the proceeds'
of such bonds, or a proportion of such bonds if they be not
sold, corresponding to the proportion of the work contracted
for then remaining incomplete, shall be received by Us,
and shall be held, dealt with and, from time to time, paid over
by Us to the Company upon the same conditions, in the same
manner and according to the same proportions as the pro-
ceeds of the bonds, the issue of which is contemplated by
sub section d. of Clause 9 of the said Contract, and by the
Ihirty-first section hereof.
30. The Company may also issue mortgage bonds to the
extent of twenty-five million dollars upon the lards granted
in aid of th^ said railway and of the undertaking .authorized
by this Charter ; such issue to be made only upon similar
authority to that required by this Charter foi the issue of bonds
upon the railway ; and when so made such bonds shall con-
stitute a first mortgage upon such lands, and shall attach
upon them when they shall be granted, if they are not
actually granted at the time of the issue of such bonds. And
such mortgage may be evidenced by a deed or deeds of mort-
gage to be executed under like authority to the deed securing
the issue of bonds on the railway ; and such deed or deeds
under like authority may contain similar conditions and may
confer upon the trustee or trustees named thereunder and upon
the holders of the bonds secured thereby, remedies, authority,
power and privileges and may provide for forfeitures and
penalties, similar to those which may be inserted and pro-
28
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It
V 1
vided for under the provisions of this Charter in any deed
securing the issue of bonds on the railway, together with
such other provisions and conditions not inconsistent with
law or with this Charter as shall be so authorized. And
such bonds may be styled Land Grant Bonds, and they
and the proce.'ds thereof shall be dealt with in the manner
provided in the said Contract.
amount as they shall
interest guaranteed by
contract ; such bonds
the property of the
31. The Company may in the place and stead of the said
land grant bonds, issue bonds under the twenty-
eighth section hereof, to such
agree with Us to issue, with the
Us as provided for in the said
to constitute a mortgage upon
Company and its franchises acquired and to be there
after acquired — including the main line of the Cana-
dian Pacific Kailway, and the branches thereof herein-
before described, with the plant and rolling sto(J?: thereof
acquired and to be thereafter acquired, but exclusive of such
other branches thereof and of such personal property as shall
be excluded by the deed of mortgage to be executed as
security for such issue. And the provisions of the said
twenty-eighth section shall apply to such issue of bonds,
and to the security which may be given for the payment
thereof, and they and the proceeds thereof shall be dealt
with as hereby and by the said contract provided.
32. It shall not be necessary to affix the seal of the Com-
pany to any mortgage bond issued under the authority of this
Act ; and every such bond issued without such seal shall
have the same force and effect, and be held, treated and dealt
with by all courts of law and of equity as if it were sealed
with the seal of the company. And if it is provided by the
mortgage deed executed to secure the issue of any bonds, that
any of the signatures to such bonds or to the coupons
thereto appended may be engraved, stamped or lithographed
thereon, such engraved, stamped or lithographed signatures
shall be A'^alid and binding on the Company.
3i$. The phrase " working expenses " shall mean and in-
clude all expenses of maintenance of the railway, and of the
stations, buildings, works and conveniencies belonging
thereto, and of the rolling and other stock and moveable
plant used in the working thereof, and also all such tolls,
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29
Tents or annual sums as may be paid in respect of the
hire of engines, carriages or waggons let to the Com-
pany ; also, all rent, charges, or interest on the pur-
-chase money of lands belonging to the Com-
pany, purchased but not paid for, or not fully paid for ; and
also all expenses of and incidental to working the railway
and the traffic thereon, including stores and consumable
articles ; also rates, taxes, insurance and compensation for
accidents or losses ; also all salaries and wages of persons
employed in and about the working of the railway and
traffic, and all office and management expenses, including
directors' fees, agency, legal and other like expenses.
34. The bonds authorized by this Charter to be issued upon
the railway or upon the lands to be granted to the Company,
or both, may be so issued in whole or in part in the denomi-
nation of dollars, pounds sterling, or francs, or in any or all of
them, and the coupons may be for payment in denominations
similar to those of the bor.d to which they are attached.
And the whole or any of such bonds, may be pledged, nego-
tiated or sold upon such conditions and at such price as the
Board of Directors shall from time to time determine. And
provision may be made by the by-laws of the Company, that
after the issue of any bond, the same may be surrendered to
the Company by the holder thereof, and the Company may,
in exchange therefor, issue to such holder inscribed stock of
the Company, which inscribed stock may be registered or
inscribed at the chief place of business of Ihe Company or
elsewhere, in such manner, with such rights, liens, priv-
ileges and preferences, at such place, and upon such con-
ditions, as shall be provided by the by-laws of the Com-
pany, s
35. It shall not be necessary, in order to preserve the
priority, lien, charge, mortgage or j^rivilege, purporting to
appertain to or be created by any bond issued or mortgage
deed executed under the provisions of this Charter, that such
bond or deed should be enregistered in any manner, or in any
place whatever. But every such mortgage deed shall be depo-
sited in the office of our Secretary of State of Canada, of
which deposit notice shall be given in the Canada Gazette.
And in like manner any agreement entered into by the Com-
pany,under section thirty-six of this Charter,shall also be depo-
sited in the said office. And a copy of any such mortgage deed,
"W
80 '
or agreement, certified to be a true copy by our said Secretary
of State or his Under-Secretary or Deputy, shall be received
as primd facie evidence of the original in all courts of justice,
without proof of the signatures or seal upon such original,
30. If, at any time, any agreement be made by the Company
with an}'' persons intending to become bondholders of the
Company, or be contained in any mortgage deed executed
under the authority of this Charter, restricting the issue of
bonds by the Company, under the powers conferred by this
Charter, or defining or limiting the mode of exercising such
powers, the Company, after the deposit thereof with our said
Secretary of State as hereinbefore provided, shall not act upon
such powers otherwise than as defined, restricted and limited
by such agreement. And no bond thereafter issued by the Com-
pany, and no order, resolution or proceedinj^ thereafter made^
passed or had by the Company, or by the Board of Directors,
contrary to tiie terms of such agreement, shall be valid or
effectual.
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37. The Company may, from time to time, issue guar-
anteed or preferred stock, at such price, to such amount,
not exceeding ten thousand dollars per mile, and upon
such conditions as to the preferences and privi-
leges appertaining thereto, or to different issues or classes
thereof, and otherwise, as sliall be authorized by the majority
in value of the shareholders present in person or represented
by proxy at any annual meeting or at any special general
meeting thereof called for the purpose, -notice of the intention
to propose such issue at such meeting being given in the
notice calling such meeting. But the guarantee or preference
accorded to such stock shall not interfere with the lien,
mortgage and privilege attaching to bonds issued under the
authority of this Act. And the holders of such preferred
stock shall have such power of voting at meetings of share-
holders, as shall be conferred upon them by the by-laws of
the Company.
EXECUTION OF AGREEMENTS.
38. Every contract, agreement,engagement,scrip certificate
or bargain made, and every bill of exchange drawn, accepted
or endorsed, and every promissory note and cheque made^
drawn or endorsed on behalf of the Company, by any agent,
81
officer or servant of the Company, in general accordance
■with his powers as such under the by-laws of the Company^
shall be binding upon the Company ; and in no case shall
it be necessary to have the seal of the Company affixed to-
any su.ch bill, note, cheque, contract, agreement, engagement,
bargain, or scrip certificate, or to prove that the same was
made, drawn, accepted or endorsed, as the case may be, iri
pursuance of any by-law or special A^ote or order ; nor
shall the party so acting as agent, officer or servant of
the Company be subjected individually to any liability,
whatsoever, to any third party therefor ; Provided always,
that nothing in this Charter shall be construed to authorize
the Company to issue any note payable to the bearer thereof,
or any promissory note intended to be circulated as money, or
as the note of a bank, or to engage in the business of bank-
ing or insurance.
- GENEEAL PROVISIONS.
39. The Company shall, from time to time, furnish such
reports of the progress of the work, with such details and
plans of the work, as our Governor-G-eneral in Council it ay
require.
40. As respects places not within any Province, any notice
required by " The Consolidated Railway Act, 1879," to be
given in the "Official Grazette " of a Province, may be given
in the Canada Gazette.
41. Deeds and conveyances of lands to the Company for
the purposes of this Charter, (not being letters patent from
Us) may, in so far as circumstances will admit, be in the
form following, that is to say :—
" Know all men by these presents, that T, A. B., in consi-
deration of paid to me by the Canadian Pacific
Railway Company, the receipt whereof is hereby acknow-
ledged, grant, bargain, sell and convey unto the said The
Canadian Pacific liailway Company, their successors and
assigns, all that tract or parcel of land {describe the land) to
have and to hold the said land and premises unto the said
Company, their successors and assigns for ever.
" "Witness my hand and seal, this day ol
one thousand eight hundred and
* Signed, sealed and delivered ) ^ g [LSI
in presence of >
" C. D.
" E. F."
82
or in any other form to the like effect. A.nd every deed made
in accordance herewith shall be held and construed to impose
upon the vendor executing" the same the obligation of gua-
ranteeing the Company and its assigns against all dower
and claim for dower and against all hypothecs and mort-
gages and against all liens and charges whatsoever and also
that he has a good, valid and transferable title thereto.
In Testimony "Whereof, AVe have caused these Our Letters
to be made Patent, and the Great Seal of Canada to be
hereunto affixed. Witness, Our Right Trusty and
Well-Beloved Councillor, Sir John Douglas Suther-
land Campuell, (commonly called the Marquis of
Lome), Knight of Our Most Ancient and Most Noble
Order of the Thistle, Knight Grand Cross of Our Most
Distinguished Order of St. Michael and St. G-eorge,
Governor-General of Canada and Vice-Admiral of the
the same, &c., &c., &c.
At Our Government House, in Our CITY of
OTTAWA, this SIXTEENTH day of FEBRUARY,
in the Year of Our Lord one thousand eight hundred
and eighty-one, and in the forty-fourth year of
Our Reign.
^v
By Command.
Secretary of State of Canada.
■ >■>
OTTAWA : Printed by Browx Chambert.in, Law Printer to the Queen's Most
Excellent Majesty.