SCHEDULE A, REFERRED TO IN THE FOREGOING CONTRACT
INCORPORATION
1. George Stephen, of Montreal, in Canada, Esquire ; Duncan Mclntyre, of Montreal, aforesaid. Merchant ; John S. Kennedy, of New York, in the State of New York, Banker ; the firm of Morton, Rose and Company, of London, in England, Merchants; the firm of Kohn, Reinach and Company, of Paris, in France, Bankers; Richard B. Angus, and James J. Hill, both of St. Paul, in the State of Minnesota. Esquires ; with all such other persons and corporations as shall become shareholders in the Company hereby incorporated, shall be and they are hereby constituted a body corporate and politic, by the name of the "Canadian Pacific Railway Company."
2. The capital stock of the Company shall be twenty-five million dollars, divided into shares of one hundred dollars each - which shares shall be transferable in such manner and upon such conditions as shall be provided by the bylaws of the Company ; and such shares, or any part thereof may be granted and issued as paid-up shares for value bona 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.
3. As soon as five million dollars of the stock of the Company have been subscribed, and thirty per centum thereof, paid up, and upon the deposit with the Minister of Finance of the Dominion of one million dollars in money or in securities approved 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 same extent and in the same manner as if the said contract had 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, and shall not be subject to any liability or responsibility under the terms thereof otherwise than as members of the corporation hereby created. And upon the performance of the said conditions respecting the subscription 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 transfer 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 lot 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, obligation, duty, right, remedy, privilege, and advantage agreed upon, contained or described in the said contract 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 Mclntyre, John S. Kennedy, Richard B. Angus, James J. Hill, Henry Stafford Northcote, of London, aforesaid. Esquires, Pascoe du P. 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 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.