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Charter for the Construction of the Pacific Railway, with papers and correspondence Canada. Parliament 1873

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 CHARTER FOR THE ICONSTRUCTiON
OF   THE
PACIFIC
i\
7
WITH   PAPERS AND  CORRESPONDENCE.
PRINTED BY ORDER OF PARLIAMENT.
OTTAWA:
PRINTED BY I. B. TAYLOR, 29, 31 iND 33, RIDEAU STREET.
•1873.  fl<j C    /5"7     h9>)
Wm* 3Md^
~]
CHARTER FOR THE CONSTRUCTION
OF  THE
7
V
WITH   PAPERS AND  CORRESPONDENCE.
PRINTED BY ORDER OF PARLIAMENT.
OTTAWA:
PRINTED BY I. B. TAYLOR, 29, 31 AND 33, RIDEAU STREET.
1873.
j9  RETURN,
DUFFERIN.
The Governor General communicates to The House of Commons Copy of a
Charter granted by him to a body of Canadian capitalists, for the construction
of the Pacific Railway, together with the papers and correspondence relating
to that subject.
Government House,
Ottawa, 13th March, 1873.
Montreal, June 21st, 1872.
Sir,—I have the honor to inform you that the Provisional Directors of the Canadian
Pacific Company, held a meeting, after due notice, on Wednesday, the 19bh of June,
•instant, at which Sir Hugh Allan was appointed President, Mr. Donald Mclnnes, Vice-
President, and myself Secretary of the Provisional Board.
I have also the honor to state, by direction of the Board, that the Canada Pacific
Railway Company is desirous of entering into an agreement with the Government under
the statute respecting the Canadian Pacific Railway Company recently passed, and will
feel honored by any communication from the Government on the subject.
I have, &c.,
(Signed,)       E. Lef. De Bellefeuille,
Secretary.
The Honorable J. C. Aikins,
Secretary of State, &c, «fcc, (fee.,
Ottawa,
Canada Pacific Railway Co.,
MoNTRaAL, 3rd July, 1872.
Sir,—I am directed by the President and Provisional Directors of the Canada Pacific
Railway Company, to inform you that at a meeting of the Provisional Board held yesterday, the second instant, in Montreal, under the Presidency of Sir Hugh Allan, I was instructed to write to the Government of the Dominion of Canada, to inform them that the
Canada Pacific Railway Company is disposed and ready to undertake the building of the
Canadian Pacific Railway, on the terms and conditions contained in the act respecting the
Canadian Pacific Railway passed at the last session of the Parliament of Canada.
I have, (fee.,
E. Lef. De Bellefeuille,
Secretary.
3?he" Honorable J. C. Aikins,
Secretary of State, «fec., (fee, Ottawa.
13—1 Department of Secretary of State,
Ottawa, 4th July, 1872.
Sir.—His Excellency the Governor General in Council has had under consideration
your letter of the 21st ulto., reporting the Provisional organization of "The Canada Pacific
Railway Company," and expressing the desire of the Board of the Company to be informed when the Government will be prepared to negotiate with the Company in respect to
the construction of the Canada Pacific Railway, and I am directed to inform you that it
is the wish of the Government of Canada that your Company and "The Interoceanic Railway Company"£should unite and form one Company, in accordance with the tenth section
of the Act respecting the Canadian Pacific Railway.
A dmilar communication has been made to the President of the latter Company, the
Honble. D. L. Macpherson, Toronto.
I have, (fee,
E. Parent,
TJ. S. S.
E. Lef. de Bellefeuille, Esq.,
Secretary, Canada Pacific Railway Co.,
Montreal.
Department of Secretary of State,
Ottawa, 5th July, 1872.
Sir,—I am directed to acknowledge the receipt of your letter of the 3rd instant, stating that the Canada Pacific Railway Company is disposed and ready to undertake the
building of the Canadian Pacific Railway, on the terms and conditions contained in the Act
respecting the Canadian Pacific Railway passed at the last session of the Parliament of
Canada.
I have, <&c,
E. Parent,
TJ. S. S.
E. Lef. dk Bellefeuille, •
. Secretary, Canada Pacific Railway Co.,
Montreal.
Office of the Canada Pacific Railroad,
Montreal, 9th July, 1872.
Sir,—With reference to the last communication addressed to you by the Secretary of
this Company, advising thjit the Company was now prepared to accept of the contract for
building the Pacific Railroad on the terms and conditions authorized in the Act of Parliament, I have now the honor to state, that if the building of the Pacific Railroad is given
to this Company, it will agree, with such assistance as may be obtained from the Governments of Ottawa and Quebec, or such other assistance as may be given us, to build a branch
Railroad from some point on the maiu-line of the Pacific Railroad, near and North of
Lake Nipissing, to Hull opposite Ottawa, there to connect with the Northern Colonization
Railroad. This route will cross the Ottawa at Deep River or some other point as far up
on the North Shore of the Ottawa, in the Province of Quebec, as the nature- of the country will admit.
. This company will also agree, with such assistance as we may obtain from the Govern- ment of Ontario, or other assistance that may be given to us, to build another branch railroad from the Nipissing terminus of the Pacific Railway to such a point in the Province
of Ontario as will connect the Pacific Rrilroad with the Railway system leading to Toronto
and other parts of Ontario.
I have, fee,
Hugh Allan,
President, Canada Pacific Railroad.
Honble. J. C. Aikins,
Secretary of State, Ottawa.
Department of Secretary of State,
Ottawa, 17th July, 1872.
Sir,—I am directed to acknowledge the receipt of your letter of the 9th instant,
referring to the communication of the Secretary of the Canada Pacific Railway Company
of the 3rd same month, advising that the Company was then prepared to accept the
contract for building the Pacific Railway, and entering into further details on the terms
and conditions on which the Company was ready to take the contract for the construction
of the said railway.
I have, etc.,
Sir Hugh Allan,
President, Canada Pacific Railway,
Montreal*
E. Parent, TJ. S. S.
Ottawa, 2nd October, 1872.
Sir,—I have the honor to state, in answer to your letter, suggesting that the Canada
Pacific Railway Company and the lnteroceanic llailway Company should amalgamate,
that the former Company is willing to make such an amalgamation; and that T communicate such willingness to the lnteroceanic Railway Company through its Provisional
President, the Hon. Mr. McPherson, shortly after receiving your last letter. I have
further to state, that I have not been informed of any action by the lnteroceanic Company on the subject, having only received an acknowledgment of the reception of my
letter. I have, «fec,
(Signed,) Hugh Allan, President,
Provisional, Board Canada Pacific R, R.
The Hon, the Secretary of State, (fee, &e, (fee
Ottawa,
Department of Secretary of State,
Ottawa, 3rd October, 1872.
Sir,—I am directed to   acknowledge the receipt of your letter of the 2nd[hist., in
answer to mine of the 4th July last, suggesting that the Canada Pacific Railway Company
and the lnteroceanic Railway Company should amalgamate.
, I have, <fec.?
Sir Hugh Allan,
Montreal.
E. Parent, TJ. S, S, Montreal, 14th October, 1872.
Sir,—I have the honor to transmit you a memorandum from the Executive Com"
mittee of the Canada Pacific Railway Company in reply to the statement submitted to
the Government by the lnteroceanic Railway Company, and I beg the favor of your
laying the same before the Council.
I have, <ke,
Hugh Allan,
President, Provisional Directors.
Hon. J. C. Aikins,
Secretary of State, Ottawa.
Memorandum of the Canada Pacific Railway Company upon the Statement submitted by
the lnteroceanic Railway Company to the Government of Canada :
The undersigned, the Executive Committee of the Canada Pacific Railway Company,
have to express then- obligations to the Honorable the Privy Council for the courtesy of
I communication of the statement of the lnteroceanic Railway Company, purporting to
set forth the reasons, which have induced the latter Company to decline the proposal of
amalgamation made by the Canada Pacific Company. And they avail themselves of the
opportunity thus afforded them, to make some remarks upon the contents of that
statement, though they do not feel that any good result would be attained by answering
it fully and in detail.
They regard with regret the decision of the lnteroceanic Company, but as they conceive
that itvhas been brought about chiefly by errors upon matters of fact, they are not without
hope that it may be reconsidered.
In making the proposal of amalgamation, the Canada Company felt that so vast an
enterprise required all the strength that could be enlisted in it. They believed that the
Government aid with all the advantages which the Government are empowered to grant
would not be in excess of the requirements of the undertaking, and that there was no room
for attempting to diminish such aid or. advantages by competition. They considered that
the Government had adopted a wise policy in endeavoring to create by consolidation the
strongest company possible, rather than to attempt to effect some insignificant saving
by placing the two companies in competition with each other ; and they felt that the
only public-spirited and patriotic course was to meet the desire of the Government frankly;
and to consent to amalgamation without undue solicitude as to the terms of it. They
believed that the gentlemen who represented the lnteroceanic Company would be prepared,*
as they themselves were, to lay aside any feeling of. rivalry that may have existed, and to
act vigorously in concert with them for the benefit of the undertaking. But at the same
time'they were, and are, fully prepared to undertake and carry out the enterprise alone ; as
they have already ascertained, by negotiation with English capitalists, that the plans they
have formed for the requisite financial arrangements can in all probability be carried out.
With respect to the propositions which the lnteroceanic Company seek to establish by
the first portion of their statement, namely, that the organization should be pre-eminently
national in its character ; and that its means must be drawn first from Canadian and second and chiefly from British sources : the undersigned have simply to say that any argument for the purpose of sustaining such proposition was quite superfluous although possibly
Eurcpsan capital may reqr're to be sought for, outside of Great Britain—no one will
dispute the advantages of committing the construction and running of the Pacific Railroad to
a Company of Canadian origin and composed of British subjects ; nor the disastrous results
that might be expected from placing the enterprise under the control of the American
Northern Pacific Railway Company. The Canada Company have always .entertained the
opinions enunciated in their statement on this subject : and as proof of that fact it will appear, on reference to the draft charter submitted by that company to the House of
Commons, that they proposed to make their Board of Directors exclusively British: while
on the other hand, the lnteroceanic Company proposed by their draft charter to create a
Board which of necessity needed only to be British as to the majority of it. And it was
only in consequence of the desire of the Government and Parliament that the two charters
should be identical, and of the objection of the lnteroceanic Company to make their
Board of necessity exclusively British, that th& Canada-Company took from the lnteroceanic Company's charter the clause requiring only a majority to be British instead of
•the whole. And, moreover, the Canada Company have been actively engaged since theu>
incorporation in negotiations with British capitalists, exclusively tending to the acquisition
of means for the construction of the railway with every prospect of favorable result,
should they be authorized to undertake it.
In the face of these facts it would seem that the somewhat elaborate argument of tlie
lnteroceanic Company, to prove the expediency of making the Company entirely Canadian
and British was not only unnecessary and inapplicable'; but possibly might be said to be
out of place as coming from that Company.
The lnteroceanic Company having however submitted various arguments in support
of these propositions, proceed to apply them to the disadvantage of the Canada Company.
They assert that it is a matter of notoriety that one of the leading members of the
Canada Company and its provisional President, has been engaged in negotiation with-
gentlemen connected with the Northern Pacific Railway, for the organisation of a Company for the construction of the road; and they say that the impression still exists everywhere, that his original scheme is unchanged, and that his company as they terms the Canada Company, is intended to co-operate with parties in the United States interested in
the Northern Pacific Railway. And they declare that the lnteroceanic Company share
thjs belief.
That, in reality, is the chief ground stated by the lnteroceanic Company for declining
amalgamation ; and as it is-easy to shew that this ground is entirely unsupported by facts,
the Canada Company hope, that this erroneous impression being removed, the course of
the lnteroceanic Company may be materially, changed.
With regaod. to the assertion that a belief " exists everywhere " that the Canadian
Company still intend to carry out the design of combination with American capitalists, it
is only necessary to say that the gentlemen who say so, no doubt speak truly as to some
limited circle with which they are in immediate communication. But the Canada Company emphatically deny that beyond such a limited circle any such belief or even any
idea of such a state of things is entertained.
The Canada Company are aware that a negotiation was commenced during the summer of eighteen hundred and seventy-one, between Sir Hugh Allan-and certain American
capitalists for the formation of a Company to construct and run the Canada Pacific Railway ; but they are informed by Sir Hugh Allan, and have satisfied themselves by a full
enquiry into the circumstances and details of that negotiation, that it was not initiated
by Sir Hugh, and that it was commenced and supported by influential persons in Canada,
as being the only combination that offered itself at that time for the construction and
running of the road; but they are satisfied that that negotiation never possessed the charae^
ter attributed to it by the lnteroceanic Company, and they know that Sir Hugh Allan
would never have consented to embark with foreign capitalists in a Canadian enterprise
in which he takes so great an interest without the most perfect securities and guarantees
for its control and conduct in the interest of Canada. But the discussion of the negotiation is entirely foreign to the proposition now being considered. That negotiation terminated when Sir Hugh Allan, engaged with others in the formation of the Canada
Company and it has never been renewed.
The Canada Company never participated in that negotiation, and never considered
or entertained any proposition, suggestion or intention of asking aid from American capitalists, or of combining with them for the prosecution of the Railway, or for any other
purpose.    The only negotiations they havf3 fv.'ried on are  those already alluded to with
J British capitalists, and they have never even communicated on the subject of the Railway, with any one outside of Canada or Great Britain. ,
The Canada Company would further remark on this branch of the subject, that tney
are unwilling to attempt to gather from the terms of the statement of the lnteroceanic
Company any meaning which does not plainly appear upon its face. But they cannot omit
noticing that the weight of this objection rests upon the suggestion, rather imphed than
expressed, that the Canada Company is prepared to lend itself to the obstruction of the
Canada Pacific Railway, by placing the control of it in the hands of capitalists interested
in a rival road. Unless the objection is taken as having this bearing, it would have no
weight, and the Canada Company are therefore forced to make a single remark upon this
view of it. They desire expressly to state that their Company is composed of gentlemen
as fully alive to the interests of Canada, and as deeply interested in its welfare, as the
members of the lnteroceanic Company, or any one else can be. And they protest formally
and energetically against any imputation, whether expressed or implied, contemplating
the possibility of their taking the course which they cannot but interpret as .being imputed
to them by the statement of "the lnteroceanic Company. Although probably the lnteroceanic Company will accept the positive and unqualified disclaimer which the^ Canada
Company now place of record, it may not be amiss to remark upon the impossibility of
any such course being taken as that which is implied in the lnteroceanic Company s<
objection.
It will be observed that the aid in money and lands is only to be granted by the
government as the work actually progresses. It is also necessary that the periods for the
completion of the various sections of the road should be fixed by the agreement with the
Company entrusted with the enterprise. It is also necessary that the government should
fix a period within which the work should be commenced and proceeded with. And it is
reasonably to be supposed that there would be a provision in any agreement made with
the government that upon failure in any of these conditions the Company should forfeit
its rights to the government aid. Again, in the proposition of amalgamation which the
Canada Company made to the lnteroceanic Company it was suggested, that the former
Company should name a small proportion of. the provisional Directiors; the lnteroceanic
Company naming a similar number; the intention being that the remainder of the Board,
constituting a majority of it, should be agreed upon between the two companies and the
government.
Under these circumstances the undersigned would observe, that the carrying out of
any such plan as that implied by or imputed to the Canada Company is simply impossible.
Supposing for argument's sake, that they entertained the intention of placing the control
of the enterprise in the hands of the Northern Pacific Railway Company, the persons
named by them on the board would constitute but a small minority of it. And without
theconcurrence of the lnteroceanic Company's nominees and those approved of by the
Government, it would be utterly impossible not only to alienate the aid given by the
Government, but even to obstruct in any material degree, the operations of the majority
of the Board. And if, which is impossible, the small minority could control the majority
so far as either to purport to alienate the aid or obstruct the work, the remedy would
be in the hands of the Government, as no portion of the'proposed assistance could
actually be alienated from the purposes for which it was intended, and the attempt would
only result in the forfeiture of the agreement.
With regard to the assertion of the lnteroceanic Company, that they "Very generally
and equally" represent all the Provinces of the Dominion, and the comparison of importance they draw between the lnteroceanic Company's organization and that of the Canada
Company, the undersigned.would prefer not to discuss it at any length. At the same
time, in justice to themselves they would remark, that they have not a word to say against
the respectability of the three gentlemen from the Province of Quebec, whose names
appear upon the minute of the meeting of the twenty-sixth day of September; hut
they would ask in what sense or from what point of view can these three gentlemen be
said to represent that great and flourishing Province 1    And as to the other gentlemen from the Province of Quebec,whose names appear in the Bill of the lnteroceanic Company,
but who did not take part in that meeting: the well known circumstances of their reception into that Company prevent the expectation that they will exercise any influence
in its favor. A list of the provisional directors of the Canada Company is submitted
herewith to the Government, and the Company challenge a comparison of them with the
provisional directors of the lnteroceanic Company. And they do not hesitate to assert
that the public of Canada will feel at least as much confidence in the Board constituted
of those gentlemen as in the Board of the lnteroceanic Company. They regret the
necessity for saying even so much as this on the subject, as they earnestly deprecate any
approach to recrimination or anything that could by any possibility arouse any feeling on
the part of the member of the lnteroceanic Company; for it is their desire in answering
their statement, rather to endeavour to remove any wrong impression which that Company
may have entertained than to enter into controversy with them, and they have studiously
avoided remarking upon many matters contained in the statement of the lnteroceanic Com
pany though they have been in many instances strongly tempted to do so in order that by
avoiding all recrimination and controversal comment upon the line of argument contained
in the statement they might manifest their earnest desire to carry out the wish of the
Government for amalgamation ; not only because such is the desire of the Government,
but also because they feel that it is in the interest of the enterprise that all possible
strength should be concentrated upon it.
The undersigned are desirous of making one remark more as to the observations of
the lnteroceanic Company's statement with regard to politics. The Canada Company
have not in any manner or way interfered in politics, and they are at a loss to know to
what circumstances the lnteroceanic Company can refer in their remark on this subject.
The Canada Company is composed of persons holding different views in political matters, and those persons have acted in accordance with those views when called upon hi
any way to act politically since they joined the Company as they did before, and as they
probably will continue to do ; and the Canada Company have not in any way resorted to
sectional or any other pressure to induce the Government to negotiate with them for
the construction of the Railway. On this point also it will be perceived that the Canada
Company confined themselves to vindicating their own position, without assailing or attempting to assail the position or acts of the lnteroceanic Company.
In conclusion, the undersigned respectfully state, that the members of the Canada
Company claim for themselves in every respect a strong sentiment of patriotism and as
much public spirit as any of their fellow subjects, and they consider that then* names and
antecedents are a sufficent guarantee that their claim is well founded. They are sensible
of the disadvantages of any obstruction to the gigantic undertaking in whbh the Government of Canada is about to embark, as any other person or Company can be. They believe
themselves to be as competent as the lnteroceanic Company or any other Company or
body of men to carry out the undertaking, and they are prepared to assume the responsibility with a complete recognition of the weight of that responsibility, but with assured
conviction that they are justified in assuming it. They desire an amalgamation with
the lnteroceanic Company.' They are willing to make it upon terms that may be agreed
upon as being perfectly just to both Companies, and satisfactory to the people" of Canada.
And in the event of such amalgamation they are prepared to act dordially with the gentlemen who may be associated in the Board of Direction with such members of the
Canada Company as may be chosen to form part of it; but if the lnteroceanic Company
arejnot prepared to meet them in a similar spirit, they respectfully ask that their proposition to undertake the building and running of the Canada Pacific Railway may meet
with the favourable consideration of Government.    The whole respectfully submitted.
(Signed,) HUGH ALLAN.
J. J. C. ABBOTT.
LOUIS BEAUBIEN.
Montreal, 12th October, 1872. Department of the Secretary of State,
Ottawa, 5th October, 1872.
Sir,—I am directed to enclose to you a copy of a communication received from the
President of the lnteroceanic Railway Company of Canada on the subject of the amalgamation of that Company with the Canada Pacific Railway Company, which had been sug-
;ested by the Canadian Government.
Sir Hugh Allan, Montreal.
I have the honor to I e, Sir,
Your obedient servant,
E. PARENT,
Under Secretary.
Montreal, 15th October, 1872.
Sir,—I have the honor to enclose a list of the Provisional Directors of the Canada
Pacific Railway Company referred to in my letter of yesterday's date.
I have the honor to be, Sir,
Your obedient Servant,
HUGH ALLAN.
The Honorable the Secretary of State,
Ottawa.
Department of Secretary of State,
Ottawa, 16th October, 1872.
Sir,—I am directed to inform you that the list of Provisional Directors of the
Canada Pacific Railway Company, referred to in your letter of the 15th instant, as being
therein enclosed, was not enclosed.
I have the honor to be, Sir,
Your obedient Servant,
E. PARENT,
Under Secretary.
Sir Hugh Allan, &e, &e,
Montreal.
Canada Pacific R
Provisional Board of Directors,
Sir Hugh Allan, Montreal.
Hon. J. J. C. Abbott, M. P., Montreal.
Hon. A. B. Poster, Senator, Waterloo.
Hon. John Hamilton, Senator,
Hawkesbury Mills, Ontario.
Hon. Ch. J. Coursol, Montreal.
T26n. Jean L. Beaudry, Leg. Councillor, Montreal.
Hon. Gideon Ouimet, Att. General,
Q., Montreal.
Hon. David Christie, Senator,
Paris,   Ontario.
ailway  Company.
Montreal 15th October 1872.
Hon. Louis Archambault, M. P. <fe
Minister   of Agriculture,   Q.
L'Assomption.
Andrew Allan, Esq., Montreal.
Louis Beaubien, Esq., M.P., Hoche-
laga.
Victor Hudon, Esq., Montreal.
CharlesS. Rodier,jr.,Esq.,Montreal.
Donald Mclnnes, Esq.,   Hamilton,
Ontario.
Charles     F.     Gildersleeve, Esq.,
Kingston.
William Kersteman, Esq., Toronto.
William J. Currier, Esq.,M.P., Ottawa. Hon. James Skead, Senator, Ottawa. Jean Bte. Renaud, Esq., Quebec.
Hon. John J. Ross, M. P. & Leg. Eugene Chinic, Esq., Quebec.
Councillor, Q., Ste Anne de la Hon.   Billa Flint,  Senator, Belle-
Perade. ville, Ontario.
Hon. Donald A. Smith, M. 1\, Fort William M'Dougall,  Esq., M. P.,
Garry, Manitoba. Three Rivers, Q.
Hon.   Thomas  McGreevy,   M. P., Henry    Nathan,.    Esq., M.   P.,
Legislative Councillor, Quebec. Victoria, B. C.
Sir Edward Kenny, Halifax, N. S. E. R. Burpee, Esq.  St Johns, N. B.
Copy of a Report of a Committee of the Honorable the Privy Council, approved by
His Excellency the Governor General in Council on the 16th October, 1872.
1 The Committee of the Privy Council have had under their consideration a letter addressed to the Secretary of State by the Honorable D. L. Macpherson, enclosing copy of a
report from theExecutive Committee of the Provisional Directors of the contemplated lnteroceanic Railway Company, which has been unanimously adopted by the Directors.
The Committee of the Privy Council have learned with regret that the suggestion of the
Government, that there should be an amalgamation between the two companies, which obtained during the last session of Parliament Acts of incorporation for the construction of
a railroad between a terminus on the Pacific Ocean and one in the vicinity of Lake Nipissing with which all the Canadian Railroads could connect hi equal terms, has not been
acted on by the contemplated lnteroceanic Company for reasons which are given in the
report of their Executive Committee. The Committee of the Privy Council admit the
importance of securing as much unanimity as possible among the Canadian capitalists
who are disposed to assume the responsibility of constructing the great work which by the
terms of the union of British Columbia with the Dominion became the duty of Parliament
to undertake.
In the opinion of the Committee of the Privy Council there is no ground for rivalry
between the Province of Ontario and Quebec, especially as the eastern terminus has been
fixed by Parliament at a point convenient for both Provinces.
The Committee of the Privy Council has not failed to give their attentive consideration to the reasons adduced.by the Committee of the lnteroceanic Company for opposing
the amalgamation with the Pacific Company in deference to the wishes of the Government,
has expressed its readiness to agree to.
The Committee of the Privy Council concur in the opinion expressed in the report,
that the success of the Pacific railway project most mainly depends upon its complete
identification with the public sentiment of the country, and that the lands appropriated for
the construction of the work should be so dealt with as to enlist the whole energies of the
country in their early settlement, and they therefore admit that the organization should
be. essentially and pre-eminently national in its character, and that success in the British
money market is mpre likely to be attained if the Canadian people themselves become interested in the undertaking.
It is unnecessary for the Committee of the Privy Council to discuss the question raised
in the report as to the inexpediency of looking to aid from the United States for the construction of the Pacific Railway, as they do not contemplate seeking such aid, but on the
contrary most earnestly desire to accomplish the very object recommended in the report
under their consideration, viz : the united action of the Canadian people in the Work. It
is assumed in the report that the Canadian Pacific Company would be under the control
of citizens of the United States connected with the Northern Pacific Company. It is said
to be a matter of public notoriety that the original proposal of Sir Hugh Allan,.relative to
the Canada Pacific Railway, was made in association with the American gentlemen most
prominently connected with the Northern Pacific Railway."
13—2 The foregoing statement is the avowed ground of the refusal of the lnteroceanic Company to amalgamate with the Canada Pacific Company. The Committee of the Privy
Council avail themselves of this opportunity to place on record all that is come to their
knowledge regarding the negotiations on the subject of the Pacific Railway ; when it became known that the Canadian Government was about to invite the consideration of Parliament to the subject of the admission of British Columbia into the Dominion on conditions, one of which was that Canada would undertake to procure the construction of a
Pacific Railway, an enterprising gentleman, an inhabitant of British Columbia, the late
Mr Alfred Waddington, who had already made extensive surveys at his own expense, petitioned Parliament for a charter to construct that line, intending, it is believed, to obtain
aid in England and United States.
Mr Waddington had a bill introduced and printed, but did not proceed with it during the Session of 1871 ; after the close of the Session, Mr Waddington, in conjunction
with one or more gentlemen in Toronto, visited the United States, having, as he always"
stated, failing in securing any co-operation hi Canada, with the view of interesting foreign
capitalists in the undertaking. He took with him his own printed bill, and the resolutions
which had been adopted by Parliament for the admission of British Columbia into the
Dominion, on condition that the Pacific Railway should be constructed, and he succeeded
in interesting in his project a number of influential capitalists, some connected with the
Northern Pacific Railway, others entirely unconnected with it.
On his return to Canada, Mr. Waddington employed a respectable legal firm in
Toronto, as solicitors to the promoters of the railway, and visited Ottawa, armed with
a document, signed by a number of gentlemen of known wealth, in which they
stated the terms on which they would undertake to construct the railway. The deputation
had interviews with some members'of the government, who received them courteously,
and listened to their proposals, but informed them that the government was not then in a
position to enter into negotiations. Meantime, the membeirs of the government, aware
of the necessity that existed of proposing a definite scheme during the next session of
Parliament, availed themselves of every opportunity of endeavouring to ascertain the
terms on which Canadian capitalists would be willing to undertake the work.
The scheme, however, was, so far as they could learn, coldly received, and for
several months no proposition was received by the government for the construction of the
road, except that already referred to, which was obtained through Mr. Waddington and
some friends of his in Toronto. At this stage, a member of the government, durinc a
casual visit to Montreal, to meet Sir Hugh Allan, when he informed him of the proposition which had been made, and mentioned to him the names of the Americans who had
made the proposition to the government. He expressed to Sir Hugh Allan his regret
that such a work should be allowed to fall into the hands of foreigners, owino- to the
apathy of Canadian capitalists. It was after, and in consequence of this conversation,
that Sir Hugh Allan put himself in communication with the American Gentlemen
already referred to, and it is not a little remarkable that the suggestion made to Sir
Hugh Allan, arose from a desire to carry out the object which the Committee of the
lnteroceanic Company appear to have in view. That object was to secure the construction
of the work under Canadian management, no doubt being entertained that there would
be no difficulty in finding safeguards against the dangers anticipated by the lnteroceanic
Company; such were the circumstances under which Sir Hugh Allan's connection with
the American capitalists took place. Sir Hugh Allan was "the first Canadian capitalist
who made a proposition for the construction of the line, and to him the government is
indebted for the information which enabled them to decide with confidence as to the
scheme to be submitted to Parliament. The Committee of the Privy Council think it
unadvisable to enter into any discussion of the respective merits or influence of the rival
Companies, especially because they remain of opinion that it would be highly unexpedient
to select either company to the exclusion of the other.
Should they fc.il in obt lining the concurrence of both companies to their proposition
for an amalgamation on just'and equitable principles, they will be compelled from a
t 11
sense of duty to adopt other means to secure their object, which is a cordial co-operation
of the Canadian people of all classes, and from all sections of the Dominion, in the
construction of the Pacific Railroad.
The Committee of the Privy Council have,in conclusion, to state that they have received
the most positive assurances that it is not contemplated by the promoters of the Canadian
Pacific Company to associate themselves with foreigners, and also that the company is
prepared to accept any proposition made by the government for the purpose of preventing
the enterprise'falling into the hands of an alien proprietary. Theycannot, under the
circumstances, recommend that the individual who was the first Canadian capitalist who
entered into negotiation with tha government for the construction of the Pacific Railroad
should, with all his associates, be excluded from the management of a work which, as is
admitted in the report under consideration, requires, in order to ensure success, the cordial-
co-operation of the Canadian people. The Committee of the Privy Council are not
without hope that on a reconsideration of the subject, the lnteroceanic Company may
come to the conclusion that the course which would be most for the advantage of the
country, that they should follow, would be to act on the suggestion of the government,
and to consent to an amalgamation with the Pacific Company, and they therefore recommend that a copy of this minute be sent to both companies, and that they be urged to
make an early and earnest attempt to reconcile their differences, and to form an united
company for the construction of the Pacific Railroad.
Certified.
(Signed,) W. H. HIMSWORTH,
Clerk, Privy Council.
/a<I»* 	
Department of the Secretary of State,
09,^1   1S79 •
Ottawa, October 22nd, 18
Sir,—I am directed to forward you the enclosed Copy of an Order in Council on the
subject of the correspondence between the Government of Canada and the Executive
Committee of the Provisional Directors of the contemplated lnteroceanic Railway Company, relative to the Canadian Pacific Railroad.'
I have the honor to be, Sir,
Your obedient servant,
E. PARENT,
Under Secretary.
Hon. D. L. Macpherson,
President, lnteroceanic Railway Co., Toronto.
Sir Hugh Allan,
President, Canadian Pacific Railroad Co., Montreal.
Montreal, October 25th, 1872.
Sir,—I have the honor, on behalf of the Canada Pacific Railway Company, to
acknowledge receipt of a Copy of a Report of the Committee of the Honorable the
Executive Council, approved by His Excellency on the 16th instant, and I here request
that you will be good enough to lay before the Honorable the Privy Council the following
remarks upon that minute :•—
In deference to the desire of the Government which they consider is in accordance
with the best policy under the circumstances, the Canada Pacific Company are prepared
to amalgamate with the lnteroceanic Company upon reasonable terms to be approved by
the Government.
With regard to the statement in the minute that there would be no difficulty in
finding safeguards against the danger anticipated by the lnteroceanic, I would further
say that the Canada Company is prepared to consent to any safeguard that can be devised
against the possibility of the money or land subsidy being diverted from its purpose. 12
I woidd desire further respectfully to remark that the Canada Company is prepared
to make such addition to its members from the Province of Ontario as may be considered
necessary to constitute a complete representation of that Province in the proprietary and
on the Board of the Company. And, in the event of the lnteroceanic Company declining
to accede to the suggestion of the Government, that the Canada Company will be prepared to submit additional names from Ontario, in order that that Provinoe may be
represented in the Company to the satisfaction of the Government,
I have the honor to be, Sir,
Your obedient servant,
HUGH ALLAN,
President, Provisional Board, Can. Pae R. R.
The Hon. J. C. Aikins,
Secretary ot State, Ottawa.
Department of the Secretary of State,
Ottawa, December 4th, 1872.
Sir,—I am directed to transmit to you, for the information  of the Canada Pacific
Railroad Company, the enclosed memorandum of the Executive Council of the Inter-
oeeanic Railway Company of Canada, upon the memorandum submitted to the Government by the Executive Committee oftbe Canada Pacific Railway Company.
I have the honor to be, Sir,
Your obedient servant,
E. PARENT,
Under Secretary.
E. L. De Bellefeuille, Esq.,
Secretary, Canada Pacific Railway Co., Montreal.
CANADIAN   PACIFIC RAILWAY.
COPY of a Report of a Committee of the Honorable the Privy Council, approved by
His Excellency the Governor-General in Council on the 31st January, 1873.
The Committee of the Privy Council have had under consideration, the coirespondence
and reports of Committees of the Provisional Directors of the Canada lnteroceanic
Railway Company, and of the Canada Pacific Railway Company, and whilst much
regretting that these Companies have not been willing to unito and form one Company
or the purpose of constructing the Pacific Railway, the Committee of the Privy Council
fare unable to advise Your Excellency to agree with either of the said Companies
separately, for the construction and working of the whole line of railway described in the
Canadian Pacific Railway Act of last Session, 85 Vie, Cap. 71, and they are of opinion,
and submit it to Your Excellency, that it will be more advantageous for the Dominion,
above referred to, that
• the Fifteenth Section
Act
3d h
and will better insure the attainment of the purposes of th
a Company should be incorporated under the powers conferr
of the said Act, by Charter for that purpose.
And, whereas, Sir Hugh Allan, of the City of Montreal, Knight; the Honorable
Adams George Archibald, of the City of Halifax, C. M. G., a Member of the Queen's
Privy Council for Canada ; the Honorable Joseph Octave Beaubien, of Montmao-ny,
Commissioner of Crown Lands in the Province of Quebec ; Jean Baptiste Beaudry, of*
the City of Montreal, Esq. ; Egerton Ryerson Burpee, of the City of St. John, Esq. :
Frederic William Cumberland, of the City of Toronto, Esq. ; Sandford Fleming,' of the
City of Ottawa, Esq.; Robert Newton "Hall, of the Town of Sherbrooke, Esq.- the
Honorable John Sebastian Helmcken, of the City of Victoria; Andrew'McDermot, of the
Town of Winnipeg, Esq. ; Donald Mclnnes, of the City of Hamilton, Esq. ;• Walter
Shanly, at ^present of the Town of North Adams, in the United-States of America, Esq.; and John Walker, of the City of London, in the Province of Ontario, Esq., have stated
their ability and willingness to form such Company, and that they have a subscribed
capital of Ten Million Dollars, and that they are ready to enter into an agreement for the
construction and working of the said line of railway; the Committee recommend that
negotiations be entered into with the said persons for the purpose of settling the terms of
an agreement under the Act, between the Government and such persons, and that the
Minister of Justice be instructed to conduct the same.
Certified.
W. A. HIMSWORTH,
Clerk, Privy Council.
Department of Justice.
Ottawa, 31st January, 1873.
The undersigned to whom was intrusted the conduct of the negotiations with Sir
Hugh Allan and his associates for'the construction of the Canadian Pacific Railway, by
the Order in Council of this date, begs leave to report:
That he has settled an Agreement, and a draft Charter under such agreement, with
Sir Hugh Allan and his associates which he begs leave to submit for the consideration of
Your Excellency in Council,
JOHN A. MACDONALD.
COPY of a Report of a Committee of the Honorable the Privy Council, approved by
His Excellency the Governor General in Council on the. 31st January"} 1873.
The Committee of the Privy Council have had under consideration the report of the
Hon. the Minister of Justice, and the accompanying draft agreement prepared pursuant
to the Order in Council of this date^ and they recommend that the said Draft be accepted,
and an agreement according to its terms be entered into with Sir Hugh Allan; the
Honorable Adams George Archibald; the Honorable Joseph Octave Beaubien ; Jean
Baptiste Beaudry, Esq. ; Egerton Ryerson Burpee, Esq.; Frederic William Cumberland,
Esq.; Sanford Fleming, Esq.; Robert Newton Hall, Esq.; the Honorable John
Sebastian Helmcken; Andrew McDermot, Esq.; Donald ,McInnes, Esq.; Walter
Shanly, Esq. ; and John Walker, Esq.; for i the construction and working of the whole
line of the Canadian Pacific Railway, under the Statute 35 Victoria, Cap. 71.
The Committee have also had before them a Stock List, showing that the said persons
have a subscribed Capital of Ten Million Dollars, and they are of opinion, that under and
by the terms of the said agreement, such capital is satisfactorily secured.
They therefore advise that on the execution of such agreement by the said parties, a
Charter may properly be granted to them under the Great Seal, pursuant to the 15 th
clause of the said Act.
Certified.
W. A. HIMSWORTH,
Clerk, Privy Council
Department of Justice.
Ottawa, 31st January, 1873.
The undersigned has the honor to report, that the agreement between tht
Government and Sir Hugh Allan and-his associates for the construction of the Canadian
Pacific Railway, which was accepted by the Ord&r in Council of this day's date, has been
duly executed by them. He therefore recommends that a charter under the great seal be
granted to such persons, pursuant to the 15th clause of the statute 35 Victoria, cap. 71.
JOHN A. MACDONALD. 4*r
14
COPY of a Report of a Committee of the Honorable the Privy Council, dated 31st
January, 1873, and approved by His Excellency the Governor General in Council
on the 5th February, following.
The Committee of the Privy Council have had before them the Report of the
Honorable Minister of Justice of this date, stating that the agreement mentioned in the
Order in Council of this day's date, for the construction of the Canadian Pacific Railway,
by Sir Hugh Allan ; the Honorable Adams George Archibald ; the Honorable Joseph
Octave Beaubien; Jean Bap tiste Beaudry, Esquire ; Egerton Ryerson Burpee, Esquire;
Frederic William Cumberland, Esquire; Sanford Fleming, Esquire; Robert Newton
Hall, Esquire; the Honorable John Sebastian Helmcken, Andrew McDermot, Esquire ;
Donald Mclnnes, Esquire; Walter Shanly, Esquire; and John Walker, Esquire, has
been duly executed by them. The Committee therefore recommend that Your Excellency
do order that a Charter be granted to such persons, under the Great Seal of-the Dominion,
pursuant to the 15 th clause of the Act 35 Vic. Cap 71.
Certified.
W. A. HIMSWORTH,
Clerk, Privy Council.
Jf CANADA.
VICTORIA, by the Grace cf God, of the United Kingdom of Great Britain and Ireland,
Queen, Defender of the Faith, <fec, (fee, <kc.
To all to whom these presents shall come,—Greeting.
WHEREAS, by an Act of the Parliament of Canada, passed in the thirty-fifth
year of Our Reign, intituled, "An Act respecting the Canadian Pacific Railway,"
it is provided, upon the considerations therein declared, that a Railway, to be called
"The Canadian Pacific Railway," should be made, in conformity with the agreement
referred to in the preamble to the said Act, and should extend from some point on or near
Lake Nipissing, and on the south shore thereof, to some point on the shore of the
Pacific Ocean; both the said points to be determined by the Governor in Council, and the
course and line, of the said railway between the said points to be subject to the approval of
the Governor in Council.
AND, WHEREAS, it is by the said Act further provided, That the Government of
Canada might further agree with the Company with whom they shall have agreed for the construction and working of the said railway, for the construction and working of a branch^line
of railway, from some point on the railway first thereinbefore mentioned, to some point
on Lake Superior in British Territory, and for the construction and working of another
branch line of railway from some point on the railway first mentioned, in the Province
of Manitoba, to some point on the line between that Province and the United States of
America, the said points to be determined by the Governor in Council; and that such
branch lines of railway should, when so agreed for, be held to form part of the railway
first thereinbefore mentioned, and portions of The Canadian Pacific Railway.
AND, WHEREAS, amongst other things, it is by the said Act> in effect provided,
that if there should be no company either incorporated originally for the construction
of the whole line of railway, or formed out of two or more companies for that purpose, or
if the Government could not agree, or did not deem it advisable to agree, with any such company for the construction and working of the whole line of railway under the said Act, or if
the Government should be of opinion that it would be more advantageous for the Dominion,
and would better ensure the attainment of the purposes of the said Act, that a
Companyshouldbeincorporatedby Charter as thereinprovided,thenifthereshould bepersons
able and willing to form such Company, and having a subscribed capital of at least ten
million dollars, secured to the satisfaction of the Governor in Council, and ready to
enter into such agreement with the Government for the construction and running of the
said railway, the Governor should have power, upon the conditions in the said Act mentioned, to grant to such persons, and those who should be associated with them in the
undertaking, a Charter embodying the agreement made with such persons which should be
binding on the Company and so much of the said Act, and of the Railway Act (as such
Railway Act was modified by any Act of the now last Session, with reference to
any Railway to be constructed under such Act on any of the lines or between any of the
points mentioned in the said Act now in recital) as should be agreed upon between the
Government and such Company : and that such Charter being published in the Canada
Gazette, with any order or orders in Council relating to it, should in so far as it is not mcon'*-
sistent with the said recited Act, have force and effect as if it were an Aot of the Parliament
of Canada.
AND, WHEREAS, the Government has failed to induce the two Companies incorporate 1 by Parliament during its last Session for the purpose of constructing the railway, to form one Company, and does not deem it advisable to agree with either of the said 16
two Companies for the construction of the Railway, and* is of opinion that it will be
more advantageous for the Dominion, and will better ensure the attainment of the
purposes of the Act first above mentioned, that a company shall be incorporated by charter
as in such Act provided.
AND, WHEREAS, Sir Hugh Allan, of the city of Montreal; Knight; The
Honorable Adams George Archibald, of the city of Halifax, C. M. G., a Member
of the Queen's Privy Council for Canada; The Honorable Joseph Octave Beau-
bien, of Montmagny, Commissioner of Crown Lands in the Province of Quebec;
Jean Baptiste Beaudry, of the City of Montreal, Esquire; Egerton Ryerson Burpee, of'
the City of Saint John, Esquire; Frederic William Cumberland, of the City of Toronto,
Esquire; Sandford Fleming, of the City of Ottawa, Esquire; Robert Newton Hall, of
the Town of Sherbrooke, Esquire ; The Honorable John Sebastian PLelmcken, of the City
of Victoria; Andrew McDermot, of the Town of Winnipeg, Esquire ; Donald Mclnnes,
of the City of Hamilton, Esquire; Walter Shanly, at present of the Town of Nortl*
Adams, in the United States of America, Esquire; and John Walker, of the
City of London, in the Province of Ontario, Enquire, have shewn themselves to
be able and willing to form such Company for the construction and working of the railway and branches ; and have subscribed a capital bum of ten
million dollars, secured to the satisfaction of the Governor in Council, and
have so subscribed the same in the proportions following, that is to say : $3,846,000, or
nearly five-thirteenths, in the Province of Ontario ; $3,076,800, or nearly four-thirteenths,
in the Province of Quebec, and $769,300, or upwards of one-thirteenth, in each of the
Provinces of Nova Scotia, New Brunswick, Manitoba and British,Columbia respectively;
aud are ready to enter into an agreement with the Government for the construction and working of the railway and branches: and the Government Jias agreed
with the said persons for the construction. and working of the railway and branches.
AND, WHEREAS, the agreement so made and entered into between the said
persons and the Government, is embodied in this Our Royal Charter.
NOW THEREFORE KNOW YE, that WE, of our especial grace, certain knowledge and mere motion, and in pursuance of the power vested in us by the Act hereinbefore in part recited, DO ORDAIN, GRANT AND DECLARE that the said Sir
Hugh Allan ; Honorable Adams George Archibald ; Honorablfe Joseph Octave Beaubien;
Jean Baptiste Beaudry, Esquire; Egerton Ryerson Burpee, Esquire ; Frederic William
Cumberland, Esquire; Sandford Fleming, Esquire; Robert Newton Hall, Esquire;
Honorable John Sebastian Helmcken; Andrew.McDennot, Esquire; Donald Mclnnes,
Esquire; • Walter Shanly, Esquire; and, John Walker, Esquire ; together with all
such persons as shall become associated with them in the undertaking, for the
purposes herein mentioned, shall be and are hereby constituted a body corporate
and politic by the name, style and title of " The Canadian Pacific Railway Company,"
and by that name, they and their successors shall and may have continued succession ;
and be capable of contracting and being contracted with, of suing and being sued, pleading
and being impleaded, answering and being answered unto in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever.
And that they and their successors may and shall have a common seal, and may change
and alter the same at their will and pleasure ; and also that they and their successors,
by the name of " The Canadian Pacific Railway Company," shall be in law capable of
taking, purchasing, and holding to them and their successors, any estate, real, personal,
or mixed, to and for the use of the Company, and of selling, conveying, leasing or
otherwise departing therewith, for the benefit and on the account of the Company,
from time to time, as they shall deem expedient or necessary, subject to the provisions,
restrictions and limitations hereinafter contained. 17
43TOOK.
2. AND WE DO FURTHER ORDAIN and DECLARE, that the Capital
Stock of the Company shall be Ten Million Dollars, which shall not be increased but
by Act of Parliam&nt (such capital stock having been already subscribed as -aforesaid), to be held in shares of one hundred dollars each, which shall in all
respects be deemed personal property, and ten per centum thereon shall be paid
into the hands of the Receiver General of Canada, in money or Canadian Government securities, within one month after the date of these presents, to remain in
his hands until otherwise ordered by Parliament. And the interest received by the
Receiver General from the investment of such money and from such securities shall
be paid to the Company as received, until he shall be authorized by the Government tcr
withhold and retain the same by reason of some default incurred by the Company in the
performance of the conditions of this Charter, or of any subsequent agreement between
the Government and the Company.
3. That the shares of the said capital stock shall, after the first deposit thereon
has been paid, be transferable; but no transfer made within six years from the
date hereof shall be valid or effectual, unless it be made with the consent of the
Government and of the Directors, and registered in the books to be' kept by the
Company for that purpose ; nor after six years, unless-it be made with the consent of the
Directors, and registered as aforesaid. And in the event of the right of property in any
of the shares in the Capital Stock of the Company becoming transmitted otherwise than
by direct transfer, the person claiming the same shall be bound to establish such claim in
the manner provided for the transmission of Bank Stock by the Act 34 Vie, cap. 5,
intituled, " An Act respecting Banks and Banking." And in the event of the bankruptcy
or insolvency of any holder of any shares not fully paid up, or of the sale thereof undej
execution, such shares shall be ipso Jacto forfeited, but the Company shall pay the purchaser of such shares, or the Assignee or other representative of such Shareholder for such
shares at the current value thereof.
4. That no call shall be made upon the stock of the Company beyond or above the
first deposit of ten per centum thereon, save as in this clause mentioned, and the balance
of ninety per centum thereof shall not be called up until after the expenditure of the
money to be raised upon the bonds of the Company or otherwise, as hereinafter authorized 'and provided; but such balance dhall remain as a security to the Government
for the final completion and equipment of the railway. After such expenditure the
Directors may, from time to time, if necessary, with the approval of the Government,
call upon the shareholders for such instalments upon each share, and in such proportion
as the Directors may see fit; except that no such instalment shall exceed ten per centum
on the subscribed capital, and that ninety days' notice of the time fixed for the payment
thereof shall be given in> such manner as the Directors shall think'fit. And such calls
shall not be made more frequently than once in ninety days.
RAILWAY.
5. That the Company, may and shall lay out, construct, equip, maintain and work
a continuous railway, of the width or gauge of four feet eight and one-half inches;
which railway shall be made in conformity with the Act hereinbefore recited, and with
this Our Royal Charter; and such railway shall extend from some point on or near Lake
Nipissing, and on the south shore thereof, to some point on the shore of the Pacific Ocean,
both the said points to be determined by the Government, and the course and line of
the said railway between the said points to be subject to the approval of the Government.
6. That the Company may and shall lay out, construe, equip, maintain and work
a branch-line of railway  from some point on the railway in the 'htst preceding clause
13—3
J 18
mentioned, to some point on Lake Superior, in British Territory; and also, another branch
line of railway from some point on the railway in the last preceding clause mentioned, in
the Province of Manitoba, to some point on the line between that Province and the
United States of America, the said points and the courses and lines of the said branches
between the said points to be determined by the Government; thesai^ branches to be of
the gauge aforesaid ; and such branch lines of railway shall form part of the railway in
the last preceding clause mentioned, and portions of The Canadian Pacific Railway.
7. The railway shall be divided into sections, as follows :—
(1.) The Eastern Section.—Extending from the Eastern Terminus to Red
River.
(2.) The  Lake   Superior  Section.—Extending from   some   point on th«
Eastern Section to Lake Superior.
(3.) The Central Section.—Extending from Red River to a point in th«
longitude of Fort Edmonton.
(4.) The Manitoba Section.—Extending from the main line in the Province
of Manitoba to the Boundary of the United States.
(5.) The Western Section.—Extending from a poh)t in the  longitude of
Fort Edmonton to the Pacific coast.
8. That the Company shall, within two years from th^ twentieth day of July, in the
year 1871, commence simultaneously the construction of the railway from the Pacific
Ocean towards the Rocky Mountains, and from a point ia the Province of Ontario here*
after to be determined by the Government, towards the Pacific Ocean, to connect the
seaboard of British Columbia with the railway system of Canada ; and further shall
construct the Manitoba Section by the thirty-first day of December, 1874; the Lake
Superior Section and such portion of the Eastern Section as shall be required to complete
communication between Lake Superior and Red River, by the thirty-first day of December,
1876 ; shall proceed with and construct the eastern and western sections simultaneously; shall
prosecute the work of constructing the railway with all due diligence, and shall completethe
whole railway within ten years from the said twentieth day of July, 1871, unless the last
mentioned period shall be enlarged by Act of Parliament, in which case the Company
shall complete the whole Railway within such extended period.
9. .That the railway shall bs constructed and equipped according to specifications
to be hereafter agreed upon between the Government and the Company, and the
materials of, and manner in which the several works forming part thereof shall be constructed, and the mode of working the railway, or any part thereof, including the
description' and capacity of the locomotive engiues and other rolling stock for
working it, shall be such as may be hereafter agreed upon between the Government
and the Company : Provided always, that if the Government and the Company
should be unable to agree as to the detuls of any of the matters in this clause
mentioned, the same shall be, from time to time, referred to the determination
of three competent Engineers, one of whom shall be chosen by the Government
one by the Company, anct a third .by such two Engineers, and the expenses
of said references shall b9 defrayed by the company. And in order to establish
an approximate standard wjbereby such matters may be regulated, the Union Pacific
Railroad of the United State.s is hereby selected and fixed as such standard, but in a
general way only, and not with respset to any minor details in its construction or working
which may be found to be objectionable, nor with respect to alignment and grades
which shall be as favorable as the nature of the country will admit of without undue
expenditure.
10. That whenever any portion of the railway exceeding twenty miles is completed, the
Company shall, upon being thereunto required by the Government, work the same for ehe conveyance of passengers and goods, at such times and in such manner as'shall be
fromtimetotime agreed upon betweeu the Government and the Company, or in case offailure
to agree, as shall be determined by three Engineers selected as hereinbefore provided.
11. That the Government may, from time to time, appoint such persons as it may
think proper, to examine, inspect and report upon the construction and equipment of the
railway, for the purpose of ensuring the faithful performance of the agreement between
the Government and the Company, and the observance of all the provisions of this
Charter.
12. That the Company may and shall construct, maintain and work a continuous
telegraph line throughout and along the whole line of the railway, such telegraph line
being required for the proper working of the railway, and forming a necessary appendage
thereto.
13. That the Company shall, froa". time to time, furnish such reports of the progress of
the work, with such details and plans of the work as the Government may require.
LAND  GRANT.
14. That to secure the construction of the main line of rail way, and in consideration thereof
there is hereby appropriated a grant to the Company of fifty million acres of land;
which land, with the exceptions hereinafter mentioned, the Company shall be entitled
to demand and receive in the Provinces of Manitoba and British Columbia, and in the
North-West Territories, in blocks not exceeding twenty miles in depth on each side of such
main line, and not less than six nor more than twelve miles in width, alternating with blocks
of like depth and width on each side thereof, reserved by the Government.
That to secure the construction of the branch lines, and in consideration thereof,
the Company shall be entitled to demand and receive from the Government in the North-
West Territories, a land grant in aid of the branch line to Like Superior, of twenty-
five thousand acres per miie; and a land grant in aid of the branch line in Manitoba, of
twenty thousand acres per mile.
That the land to be granted in aid of the main line, which shall not be comprised
within the alternate blocks hereinbefore mentioned, or be within tho Province of Ontario,
shall be allotted to the Company in alternate blocks on each side of a common front line or
lines, in like manner as the blocks granted and reserved along tht> line of the railway. And
the land grant which the Government may be enabled to make to the Company for the
purposes aforesaid, under any arrangement with the Government of the Province of
Ontario, shall be received by the Company as part of the said land grant in aid of the
main line.
But no land grant shall include any land then before granted to any
other party, or on which any other party has any lawful claim of pre-emption or otherwise, or any land reserved for school or other public purposes, or any land reserved or to
be reserved under agreement with the Hudson Bay Company, and the deficiency arising
from the exception of any such lands shall be made good to the Company by the grant of
an equal extent from other wild and ungranted Dominion lands.
That if it shall be found that any of the alternate blocks laid out along the line of
tho railway are unfit for ssttlement, the Company shall not be bound to receive from
the Government any greater depth of land in such blocks than one mile, computed from
the railway.
That the lands to be granted in aid of the main line of railway from out of
the lands of the Dominion, and the lands to be granted in aid of the said branches,
shall consist of such land as shall be found east of the Rocky Mountains, between parallels'
forty-nine and fifty-seven of north latitude, and the Company shall not be bound to receive
any"lands which are not of the fair average quality of the land in the sections of the country; best adapted for settlement, lying within those limits : and the same shall be laid out, as
nearly as may be, contiguous to the lands granted along the main line of the railway,
and to the Lake Superior branch. . .
The Company shall also have a right of way for the railway through the Dominion
Lands.
The lands hereby appropriated to the Company shall be granted from time to time,
at intervals of six months, as any portion of the railway is proceeded with, in quantities
proportionate to the length, difficulty of construction and expenditure upon such portion,
to be determined in such manner as hereafter is provided.
15. That the price at which the alternate blocks of land retained by the Government
shall be sold by the Government, shall be from time to time adjusted by agreement between
the Government and the Company, according to the price that is found to be obtainable
for such lands without obstructing the settlement of the country. But unless the Company shall sell lands granted to them at a lower average price, or shall otherwise agree, the
Government shall, for and during the term of twenty years from the date hereof, retain
the upset price of such alternate blocks at an average price of not less than two dollars and
fifty cents per acre. The provisions of this clause are, however, subject to the sanction
of Parliament.
16. That the subdivision of blocks of land granted to the Company shall be made in
* conformity with the system of survey prescribed by the Dominion Lands Act and any
amendment thereof; and shall be made by the Company, and be subject to the inspectioa
and approval of the Surveyor General of Dominion lands.
17. That the Government shall extinguish the Indian title affecting the lands* herein,
appropriated, and to be hereafter granted in aid of the railway.
SUBSIDY.
18. That a subsidy or aid in money, amounting to Thirty Million Dollars, is hereby
granted to the Company, payable from time to time by instalments at intervals of one
month as any portion of the railway is proceeded with, in proportion to the length, difficulty of construction and cost of such portion, such proportion to be ascertained and
settled in the same manner as is herein provided with respect to the grants of land.
19. That the Company shall allow as part of the subsidy, the cost of the survey
made in the years one thousand eight hundred and seventy-one and one thousand eight
hundred and seventy-two, and to be made in the year ono thousand eight hundred
and seventy-three, by the Government of Canada, for the purpose of ascertaining the best
line for the railway.
20. That it s^all be lawful for the Company to accept and receive from the GoveEj&;
ment of any^Province, or from any Municipality in Canada, or from any Corporation, a
subsidy or aid in money, or bonds, or securities, payable in such manner, at such times,
on such conditions, and at such places in Canada or elsewhere as may be agreed upon
with the Company.
BOARD   OF  TRUSTEES.
21. That the Company may by By-Law create a Board of Trustees, to consist of
three persons, to be chosen and to be removable at pleasure, as follows, that is to say : one
member thereof bythe Government, one other member thereof by the Board of Directors,
and one other member thereof by or on behalf of the bondholders, in such manner as
may be provided by such by-law ; and upon the completion of such Board by the choice
of such members, tho same shall be published by the Secrqtftry of the Company in the
Canada &aze$te. 21
22. That the removal, resignation, mental incapacity, or insolvency of" any Member
of the Board shall vacate his appointment as such ; and thereupon or upon the death of
'any member, the vacancy occasioned thereby shall be filled by the choice of a person to
bo a member of the said Board by the Government, the Board of Directors, or the bondholders, as the case may be, by whom the member whose vacant seat is to be filled was
originally chosen.    And such change shall be published in the manner aforesaid.
23. That the duties and powers of the Board of Trustees shall be as follows :—
I. To receive from time to time from the Government of Canada such portion or
portions of the subsidy of Thirty Million Dollars as may be earned by, and payable to the
Company as hereinbefore mentioned.
II. To receive from time to time the net proceeds of the sales or rents of such portions
of the land hereby appropriated as may from time to time be sold or leased by the Company ; and also all such subsidies and aids as may be granted to the Company by the
Government of any Province, or by any Municipality or other Corporation.
in. To pay the Board of Trustees for their services, such sums of money as shall be
from time to time fixed by by-law of the Company.
iv. After payment of the expenses of the trust, to invest all moneys received by them
as Trustees in the securities of the Government of Canada, or of any of its Provinces, or
of the United Kingdom of Great Britain and Ireland, or of any of the Colonies of the
United Kingdom, or of the British Possessions in India, or of the United States of America ; and the Board may from time to time sell any such securities, a">d shall in any
such case forthwith reinvest the proceeds of any such sale in other securities of the nature
and kind hereinbefore mentioned, or in lieu thereof, when so directed by resolution of the
bondholders, passed in accordance with a by-law of the Company, purchase Outstanding
bonds of the Company.
v. The investments to be so made as hereinbefore directed, and the securities whereof
the same shall from time to time consist, shall form a sinking fund, to be held by the
Board of Trustees, upon the trusts following, that is to say: upon trust to pay all costs
and charges, which may be incurred in respect of the execution of the trusts hereby
created, and in the investment and re-investment as hereinbefore mentkned,- and thereafter
upon trust to pay the interest upon the bonds of the company, as the same shall, from time
to time become due and payable, and thereafter upon trust to pay and discharge the
bonds of the company as the same, and the principal money thereby secured, shall
mature and become due and payable; and upon this further trust, after full
payment and discharge of all sums of money of principal and interest upon the bonds
of the company, and of all costs and charges incurred in respect of the execution of the
trusts hereby created, to transfer the said sinking fund, and the securities thereof, to the
Company, to and for the absolute use and behoof of the company ; and the trusts hereby
created shall, thereupon cease and absolutely determine.
vi. The Board of Trustees shall conform to any order or direction respecting the performance of its duties, which may be concurred in by the Company and by the Bondholders acting as provided by by-iaw.
24. That the Board shall have such further and other powers in the premises, as may
be.conferred upon them by any By-Law of the Company approved by the Government.
But no such By-Law shall be contrary to, or inconsistent with, the provisions of this
charter.
25. That a majority of the Board of Trustees may lawfully exercise the powers of the
Board, and the action of such majority shall be held to be the action of the Board. But none
of the powers hereby vested in the Company or in the Board of Trustees or the majority
of them, shall be acted upon contrary to or inconsistent with the provisions of any agreement which shall be duly entered into by the Company, or the Board of Trustees, or by
both, with any person or persons who may agree to become holders.of the bonds of the
>i Company. And any agreement, resolution or proceeding made or taken contrary to, or
inconsistent with such agreement, to the detriment of such bond-holders, shall be absolutely
null and void in law, and shall have no force or effect whatever.
LAND   MANAGEMENT.
26. That the Board of Directors may, from time to time, appoint Commissioners or
Agents for the management and disposal of the lands of the Company, with such powers
and duties as shall be provided by the by-laws of the Company.
27. That the Company shall render to the Board of Trustees, yearly accornts of all
sales, leases or other disposition of lands ; and shall from time to time pay over to the
Board of Trustees the net proceeds thereof, after deduction of the cost of management
,and sale, such cost not to exceed ten per centum of the gross proceeds.
POWERS  OF  COMPANY.
28. That the Company shall, from time to time, cause the names of the several
parties interested in the stock of the Company, and the amount of interest therein
of such parties respectively, to be entered in a book to be called " The Stock Register, "
and may in like manner cause the names and interest of the bondholders, to be recorded
from time to time in a book to be called " The Bond Register " ; and duplicates of all
registers of stock and bonds of the Company, and of the holders thereof, kept at the
principal office of the Company in Canada, may be transmitted to and kept by the agent
for the time being of the Company in London.
29. That the Company may pay to the shareholder's, interest on the amount o
their paid up capital at the rate of five per centum per annum, during the construction o
the railway and works.
30. That the Company shall have power and authority to become parties to promissory note:; and bills of exchange for sums not less than one hundred dollars ; and all such
promissory notes made or endorsed, and such bills of exchange drawn, accepted or endorsed by the President or Vice-President of the Company, under the authority of the
Board, shall be binding on the Company ; and may also issue scrip with t!ie like signatures, redeemable in the stock of the Company, or in lands, or in both ; and in no case
shall it bo necessary to have the seal of the Company affixed to any promissory note, bill
of exchange, or scrip : Provided, however, that nothing in this section shall be construed
to authorize the Company to issue any notes or bills of exchange payable to bearer, or
intended to be circulated as money, or as the notes or bills of a bank.
'31. That the Company may, with the approval of the Government enter into and conclude any arrangements with any other incorporated railway company in Canada or the
United States, for the purpose of making any branch or branches to facilitate a connection
between the railways of the Company and of such other incorporated compa "v, and thev
may, with like approval, enter into arrangements for the mutual interchange of traffic
with all railway companies completing their lines to the lines of the Company; and they may
with like approval, lease or acquire such last mentioned railway or railways, or make running
arrangements therewith, am generally may, with like approval, enter into such arrangements as will secure uniform and complete railway connection with the system of railways
now or hereafter existing in Can..aa or the United States.
32. That the company, after the opening of the railway, or any part thereof, to the
public, shall annually submit to the Parliament of Canada, within thirty days after the
opening of each session thereof, a detailed and particular account, attested by the President and Secretary of the Company, of all moneys by them earned on the part so Opened,
together with the running expenses thereof, with a classified statement of the tonnage of freight, and the number of passengers conveyed over the said road; and shall comply with
any other provisions which Parliament may hereafter make with regard to the form
or details of such account or the mode of attesting or rendering the same.
33. That the Company may, until such right is determined by Parliament, undertake
the transmission of messages for the public by any line of telegraph they may construct
on the line of their railway, and collect tolls for so doing ; or may, with the approval of
the^ Government lease such line of telegraph, or any portion thereof, subject to a::y provisions herein contained ; and, if they think proper to undertake such transactions, they
shall be subject to the provisions of the fourteenth and following clauses of chapter sixty-
sevea of the Consolidated Statutes of Canada.
DIRECTORS AND THEIR POWERS.
34. That the said Sir Hugh Allan, Adams George Archibald, Joseph Octave Beau
bien, Jean Baptiste Beaudry, Egerton Ryerson Burpee, Frederic William Cumberland*
Sandford Fleming, Robert Newton Hall, John Sebastian Helmcken, Andrew McDermot>
Donald Mclnnes, Walter Shanly, and John Walker (a majority of whom shall  consti
tute a quorum for the transaction of business), shall be Provisional Directors of the
Company, and shall have power and authority to elect a President and Vice-President
from among their number, to appoint a Secretary, Treasurer and other officers, to call
a general meeting of shareholders for the election of Directors, as hereinafter provided, and generally to do such other acts as shall be necessary for the conduct and
management of the said undertaking, and for finally procuring the election of a Board
of Directors by the shareholders.
35. That the Provisional Directors shall hold office until the election of their
successors; and shall call a meeting of the shareholders, to be held on such day, as hereinbefore provided for, and at such place in the City of Ottawa as they shall decide, giving
due notice thereof to each shareholder; at which general meeting the shareholders present,
either in person or by proxy, shall elect thirteen Directors, who shall constitute the
Board, and shall hold office until others are elected in their stead ; and if any vacancy
shall occur by the death, resignation, mental incapacity insolvency or disqualification
from want of Stock of any Director, the vacancy shall be filled for the residue of the
current year of office by the Board of Directors.
36. That the Directors be thirteen in number, of whom seven shall be a quorum, and
provided such quorum be present, any absent Director may be represented and vote
by another Director as his proxy; but no Director shall hold more than oue proxy.
And the Directors shall retire in the following order, that is to say : four at the end
of the first and second years respectively, and five at the end of the third year,
and so on in similar proportions, during succeeding years. The Directors so to retire
at the end of the first year shall be selected by ballot of the Board. Those to retire
at the end of the second year shall be selected by ballot amoDg the nine Directors
remaining of the original Board. And at the 'third and succeeding elections they
shall retire by seniority, but the retiring Directors shall be eligible for re-election;
and any Director appointed by^the Board to fill a vacancy, shall also retire at the
end of the current year of office, and a Director shall then be ejected by the shareholders in-his stead—which Director shall occupy the same position with regard to retirement and seniority as the Director who first vacated the seat. And on the first Wednesday
in February, in each year thereafter, or on such other day as may be appointed by a by-law
of the Company, there shall be held at the principal office of the Company, a general
meeting of the shareholders, at which meeting they shall elect such a number of Directors
for the ensuing year as shall be required to supply the places of the Directors so retiring ;
and public notice of such annual meeting shall be given at least one month before
the day of election.    Each Director shall be a subject of Her Majesty, and a holder of at least two hundred and fifty shares of the said stock. -The election of Directors shall be by
ballot, and the President of the Company,-and a majority of the Directors-shall reside in
Canada.
37. That the chief place of business of the Company shall be -at the City "of Ottawa>
but other places at which the Directors or Committees of the Directors may meet and
transact business may be fixed by the by-laws of the Company.
38. That whenever it shall be deemed expedient by the Board of Directors that a
special general meeting of the shareholders shall be convened for any purpose, the Directors
shall convene such meeting at the City of Ottawa, by advertisement, in the mannsr*herein-
b?fore mentioned, in which advertisement the business to be transacted at such meeting
•shall be expressly mentioned.
39. That any deed required and authorized to be executed on behalf of the Company,
shall be held to be valid and binding on the Company, if it be signed by the President or
Vice-President and by the Secretary, and the seal of the Company be affixed thereto ;
and no special authority shall be required for affixing the seal to any such deed.
40. That the Directors of the Company shall have power to administer, conduct
and manage the affairs and business of the Company ; and shall have and exercise all the
powers requisite to enable them to do and perform, make and execute, all such acts, matters and things, deeds and instruments as shall be necessary to carry out the provisions of
this charter, according to the true intent and meaning thereof, including the power of selling, leasing or otherwise disposing of the lands granted or to be. granted in aid
of the railway, and of any other lands of the Company not required for the purposes of the railway ; except in so far as their powers are expressly limited
by the provisions hereof. And they shall also have power, from time to time, to make
by-laws for the conduct, management and administration of the affairs of the Company
generally ; and for the remuneration of the President and Directors of the Company, if such
remuneration be deemed advisable; and also, such by-laws as are contemplated by the
provisions of this charter for the regulation of divers matters herein required or authorized to be so regulated; and the same to amend or repeal: Provided.always, however, that
such by-laws shall have no force or effect, in any respect in which they, or any of them,
shall be contrary to or inconsistent with this charter, nor in any respect in which they
shall require the approval of the Government, until they have received such approval.
And strch by-laws shall in no case have any force or effect after the next general meeting
of Shareholders, which shall be held after the passage of such by-laws by the Board of
Directors, unless they are approved by such meeting ; and any copy of the by-Laws of
the Company, or any of them/ purporting to be under the hand of the clerk, secretary or
other officer of the said Company, and having the seal of the said corporation affixed to it,
shall be received as prima facie evidence of such by-law in all courts of the Dominion of
Canada.
41.—That the Directors of the Company are hereby authorized and empowered to
issue bonds, which shall be a first charge on the railway and its appurtenances, and on
the tolls and revenues thereof, and on all lands, whether the property of the Company at
the time of the issue uf such bonds, or thereafter acquired. And such bonds shall be in
such form, and for such amount, and with such coupons attached, and they and the
coupons attached thereto shall be payable at such times and places as the Directors from time to time shall provide. And the payment to the Treasurer of
the Company, or to any other person appointed by by-law for the purpose, by any bona
fide purchaser of any land3 of-the Company, of the purchase money thereof, and. the
acquittance by such Treasurer or other person so appointed, of such purchase money, shall
operate as a release of the lands so paid for from the effect of such charge : and tfee
I 25
Company shall keep all moneys so received separate and apart from its ordinary funds,
and shall pay over the net proceeds thereof to the Board of Trustees as hereinbefore
provided. The bonds shall be signed by the President, or the Vice-President and the Secretary, but the signature of the President or Vice-President to the bonds, and the signature
of the Secretary to the coupons, may be lithographed or engraved thereon; and such bonds
shall be valid without having the seal of the Company affixed thereto.
Provided that the amount of such bonds shall not exceed forty thousand dollars
per mile, to be issued in proportion to the length of railway to be constructed under
and by virtue of this charter, unless the issue of bonds to a larger amount be authorized
by the Government. And all bonds issued under this charter shall have the same and
equal, rank and priority, as a first charge on the assets of the Company hereinbefore
described.
42. That if, at any time, any agreement ba made by the Company with any persona
intending to become bondholders of the Company, restricting the issue of bonds by th«
Company, under the powers conferred by the preceding section, or defining or limiting
the mode-of exercising such powers; the Company thereafter shall not act upon such
powers otherwise than as defined, restricted and limited by such agreement. And no
bond thereafter issued by the Company, and no order, resolution, or proceeding thereafter
made, passed or had by the Company, or by the Board of Directors, contrary to the term*
of such agreement, shall be valid or-effectuaL
43. That the Directors of the Company may, by by-law, appoint an agent or agents
in the City of London, England, and may by such by-law make provision for the payment
of dividends, and for the transfer of the stock and bonds of the Company at the said
City of London, in such manner, and upon such terms and conditions as shall be provided
by such by-law. Provided that all such by-laws for the transfer of stock passed within
six years after the date of this Charter, shall be subject to the approval of the Government.
MISCELLANEOUS PROVISIONS.
44. That for the purpose of making an allotment of the land and money subsidies, the
railway shall be divided into convenient sections; and so soon as sufficient information
has been obtained respecting the difficulty and cost of construction of such sections, the
proportion of land and money subsidies applicable to each of them shall be determined by agreement between the Government and the Company; and if the Government
and the Company are unable to agree upon such proportion, the same shall be decided
upon by three Engineers selected as hereinbefore provided.
45. That " The Railway Act of 1868," as modified by any Act of the Parliament of
Canada, of the Session held in the year 1872, with reference to any railway to be
constructed under any such Act on any of the lines, or between any of the points mention nd
in the Act in this charter first recited, 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 inconsistent with or contrary to the provisions thereof, are hereby incorporated therewith.
45. And as respects the said railway, that the eighth section of " T/ie Railway Act,
1868," relating to Plans and Surveys, shall be subject to the following provisions :—
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 Public Works of Canada,
and any omission, mis-statement or erroneous description of any lands thereiq may be
corrected by the Company, with the consent of the Mhasster, and certified by him ; and the
, Company  may then make the railway in accordance vith such certified correction.
The eleventh sub-section of the said eighth section of the Railway Act shall not apply 26
to any portion of the railway passing over 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, approved by the Government
and deposited by the Company, shall be allowed, on the approval of the Government
Inspector, without any formal correction or certificate ; and any further deviation that may
be found expedient may be authorized by order of the Government, and the Company
may thm make their railway in accordance with such authorized deviation.
The map or plan and book of reference made and deposited in accordance with this
section, after approval by the Government, shall avail as if made and deposited as required
by the said " Railway Act, 1868," for all the purposes of the said Act, and of this charter;
and any copy of, or extract therefrom, certified by the said Minister or his deputy, shall
be received as evidence in any court of law in Canada.
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
the Minister of Public Works.
The Company shall not commence the construction of any bridge over any navigable
water, until they shall have submitted to the Government plans of "such bridge, and of
all the intended works thereto appertaining, nor until such plans, and the site of such
bridge shall have been approved by the Government; and such conditions as it shall think
fit to impose touching such bridge shall be complied with ; nor shall any plan of any such
bridge be altered, or deviation therefrom allowed, except by permission of the Government.
47. That the provision made in sub-sections thirty, thirty-one and thirty-two of section
nine of " Tlie Railway Act, 1868," as to incumbrances on lands acquired by the Company,
shall apply to lands acquired by the Company in the Provinces of Manitoba and British
Columbia, and in the North-"Vv est Territories; and as respects lands in the North-West
Territories, the Court of Queen's Bench for the Province of Manitoba shall be held to be
the Court intended by the said sub-sections.
48. That in the Provinces of British Columbia and Manitoba, any Judge of a Superior
or County Conrt shall have all the powers given by the said Act to a County Judge, and
in the North-West Territories such powers shall be exercised by a Judge of the Queen's
Bench of the Province of Manitoba.
49. That 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 appropriate 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 roadway, and
for establishing screens against snow, than the breadth and quantity mentioned in " The
Railway Act, 1868," such greater extent taken, in anycase, being allowed by the Government, and shown on the ihaps or plans deposited with the Minister of Public Works.
50. And whereas, it may be necessary for the Company to possess gravel pits and quarries, andlands containing deposits of gravel, stone,brick clay, iron or coahaswellas lands for
stations and other purposes, at convenient places along the line of railway, for constructing and keeping in repair, and for carrying on the business of the railway, and as such
gravel pits, quarries or deposits cannot at all times be procured without buying the whole
lot of land whereon puch deposits may be found; therefore, that the said Company may purchase, have, hold, take, receive, use and enjoy, along the line of the said railway, or
separated therefrom, and if separated therefrom, then, with the necessary ri<dit of war
thereto, any lands, tenements and hereditaments which it shall please Her Majesty, or any
person or persons, or bodies politic, to give, grant, sell or convey unto and to the use of,
or intrust for the said Company, their successors and assigns; and it shall and may be
lawful for the said Company to establish stations or workshops on any of such lots or n
blocks of land, and from time to time, by deed of bargain and sale or otherwise, to grant,
bargain, sell or convey any portions of such lands, not necessary to be retained for
gravel pits, quarries, sidings, bran (dies, fuel-yards, station grounds or workshops, or for
effectually repairing, maintaining and using, to the greatest advantage, the said railway
and other works connected therewith.
51. That as respects places not within any Province, anv notice required by the
'.Railway Act, 1S68, to be given in the " Official Gazette" of a Province, may be gives in
the Canada Gazette.
52. That deeds and conveyances of lands to the Company for the purposes of this Char- '
ter (not being letters patent from the Crown) may, in so far a3 circumstances will admit, be
in the form following, that is to say :—
" Know all men by these presents, that I, A.B., in consideration of paid to
me by the Canadian Pacific Railway Company, the receipt whereof is hereby acknowledged,
grant, bargain, sell and convey unto the said The Canadian Pacific Railway 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 of
one thousand eight hundred and
a Signed, Sealed and Delivered \ . B f L g ,
in presence of j ' I • • 1
" C. D.
or ia any other form to the like effect
A3. That Her Majesty's naval and military forces, whether Imperial or Canadian
Regular or Militia, and all artillery, ammunition, baggage, provisions, or other stores for their
use, and all officers and others travelling on Her Majesty's naval or military or other
service, and their baggage and stores, shall at all times, when the Company shall be thereunto required by one of Her Majesty's Principal Secretaries of State, or by the Commander of Her Majesty's Forces in Canada, or by the Minister of Militia and Defence of
Canada, or by the Chief Naval Officer on the North American Station on the Atlantic,
or on the Pacific Ocean, be carried on the said railway on such terms and conditions, and
under such regulations as the Government shall from time to time make.
54. That the Justices of the Peace for any county or district in British Columbia and
Manitoba, assembled in general or quarter sessions, shall have the power vested by section
forty-nine of " The Railway Act, 1868," in the Justices so assembled in the Province
of Ontario as to the appointment of Railway Constables, and in places where there are no
such Sessions, any two Justices of the Peace in any Province, or in any place not within
a Province, shall have the powers given by the said section to any two Justices of the
Peace in Ontario for the appointment and dismissal of any such constables; and where
there is no Clerk of the Peace the record of the appointment of a constable shall be dispensed with.
55. That it shall be lawful for the Government, by order to be published in the
Canada Gazette, on or before the-first day of May, 1874, to declare this charter, and the
several provisions thereof, and all contracts and agreements made thereunder between
the Government and the Company to be null and void, il the Company have not by the
first day of January last preceding that date, made arrangements to the satisfaction
of the Government for raising the money required for the construction and working of
the sai^railway. 29
56. That the expression !" the Government " and "the Govertior inCbuncil" in this
charter, mean the Governor General in Council ; and the expression " railway " includes
as well the branches as the main line of the Pacific Railway, except when the contrary
appears from the context.
And We do, for ourselves, our heirs and successors, grant and deelare, that these
Our Letters Patent, or the enrolment thereof, shall be in and by all things valid and
effectual in the law, according to the true intent and meaning of the same, and shall be
recognized as valid and effectual by all Our Courts and Judges, and all officers, persons,
and bodies politic or corporate, whom it doth or shall or may concern.
In Testimony Whereof, We 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 Cousin and Councillor the Right Honorable Sir Frederic
Temple, Earl of Dufferin, Viscount and Baron Clandeboye of Clandeboye, in
the County Down, in the Peerage of the United Kingdom, Baron Dufferin and
Clandeboye of Ballyleidy and Killeleagh in the County Down, in the Peerage of
Ireland and a Baronet, Knight of Our Most Illustrious Order of Saint Patrick,
and Knight Commander of Our Most Honorable Order of the Bath, Governor
General of Canada,. and Governor and Commander in Chief in and over the
• Island, of Prince Edward, and Vice-Admiral of Canada and Prince Edward.
At Our Government House, in Our CITY of OTTAWA, in Our Dominion,
this Fifth day of February, in the year of Our Lord, One thousand eight
hundred and seventy-three, and in the Thirty-sixth year of Our Reign.
By Command.
J. C. AIKINS,
Secretary of State, n
Department of Secretary of State,
Ottawa, 14th February, 1873.
Siiv-~I am directed to transmit to you, the enclosed Charter of " The Canadian and
Pacific Railway Company," the receipt of which you will be good enough to cause to be
acknowledged.
I have, &e,
E. Parent,
i „ u. s. s.
Sir Huoh Allan,
(fee,    Sec,    &e.
Montreal.
Montreal, 17th February, 1872.
Sir,—I have the honor-to acknowledge receipt of your letter, dated  14th instant,
accompanied with the Charter of the Canadian Pacific Railroad.
I have, &c,
Hugh Allan.
E. Parent, Esq.,
Under Secretary of State,
Ottawa.
Office of the Interooeanic Railway Company of Canada,
Toronto, 20th June, 1872.
Sir,—I have the honor to inform you, that the lnteroceanic Railway Company of
Canada, was this day organized  provisionally by  election of  myself as President ; Mr.
Charles H. Fairweather as Vice-President, and Mr. John Hague as Secretary.
I shall feel obliged by your informing me, when the Government will be prepared to
negotiate with this Company, in respect to the construction of the Canadian Pacific Railway, authorized by Parliament last Session.
I have, &c,
D. L. Macpherson,
President of Board of Provisional Directors,
To the Honorable,
The Secretary of State for. Canada,
Ottawa.
Department of Secretary of State,
Ottawa, 4th July, 1872.
Sir,—His Excellency the Governor General in Council has had under consideration
your letter of the 20th ultimo, reporting the Provisional organization of " The lnteroceanic Railway Company of Canada," and expressing the desire to be informed when the
Government will be prepared to negotiate with the Company in respect to the construction cf the Canadian Pacific Railway, and I am directed to inform you that it is the wish
of the Government of Canada, that your Company and " The Canada Pacific Railway
Company," should unite and form one Company, in accordance with the tenth section of
the Act respecting the Canadian Pacific Railway.
A similar communication has been made to the Secretary of the latter Company, E.
Lef. de Bellefeuille, M.ontreal.
I have, &c,
E. Parent,
Hon. D. L. Macpherson, Under Secretary of State.
President, lnteroceanic Railway Company,
* Toronto*. Office of the Interoceanic Railway Company of Canada,
Toronto, 28th September, 1872.
Sir,—I have the honor to state for the information of the Government, that I convened a meeting of the Provisional Directors of the Interoceanic Railway Company of
Canada, for the purpose of considering the suggestion of the Government, that this Com-,
^pany should amalgamate with the Canada Pacific Railway Company.
At the request of the Board, I send herewith a Copy of a Report from the Executive
Committee upon the subject, adopted unanimously by the Board, declining amalgamation
for the reasons set forth.
I am also requested by the Board to intimate to the Government that this Company
is prepared to enter into arrangments for building and working the Canadian Pacifio
Railway,
I have, &e,
D, L. Macpherson,
Provisional President,
To the Honorable,
The Secretary of State,
Ottawa.
Interoceanic Railway Company of Canada.
Toronto, 26th Sept., 187?..
At a meeting of the Provisional Directors of the Interoceanic Railway Company of
Canada, held this day, present in person or by proxy : —
The Hon. D. L. Macpherson, President ;
Chas. H. Fairweather, Esq., Vice-President;
The Hon. Messrs. Wm. McMaster, Frank Smith, John Simpson, G. W. Allan,
Is. Thibaudeau, John Carling ; J. W. Cumberland, Esq., C. S. Gzowski, Esq., J. G.
Warts, Esq., John Walker, Esq., W. H. Howland, Esq., David Torrance, Esq., John
Boyd, Esq., T. Kenny, Esq., Edwin Russell, Esq., J. F. Randolph, Esq., John Starr, Esq.,
the Hon. D. E. Price.
A communication was read from the Government, suggesting that the Interoceanio
Railway Company should amalgamate with the Canada Pacific Railway Company. The
following report thereon from the Executive Committee was also read :—
To the Provisional President,  Vice-President and Directors of the Interoceayiic Raihoay
Company:
Your Executive Committee have had under consideration a communication from
the Government, expressing a wish that the Interoceanic Railway Company should
amalgamate with the Canada Pacific Railway Company, and they now beg leave to
report:—
That they have given their best attention to the proposal, solely with reference to
the successful and early completion of the Canadian Pacific Railway.
The construction and management of an undertaking involving such vast and varied
interests must, in their opinion, mainly depend for success upon its complete identification
with the public sentiment of the country.
The subsidy in money, though in itself large, is still insignificant relatively to  the
enormous outlay that must attend the construction of the work.    The Company having to
rely upon the- disposal of their lands for  the greater part of their expenditure, renders it
desirable, nay,  necessary  that the land should be dealt with so as  to enlist the whole
■ energies of the country in their early settlement.
It is therefore of supreme importance that the organization through which the Railway is to be built should be essentially and pre-eminently national in its character.
The sources from whence the Company's means must be drawn are two fold :
1st, Canadian ; 2nd, (and chiefly) British. * SI
Success in the British money market will, in the opinion of your Committee, depend
in a great measure upon the extent to which the Canadian people themselves become
interested in the undertaking.
It is perfectly futile to look to the United States for aid in this work, as it is necessarily a rival to the several existing Pacific railways. While this remark applies generally to its future as a commercial enterprise, it is in the mean time still more applicable
and weighty in reference to the measures required for the early settlement of the vast
regions traversed by the rival lir.es through the United States. The Canadian Pacific
Railway Company must compete in Great Britain and Europe generally for the emigration
thence, and this can never be done advantageously or successfully in association with any
tne American interests concerned in the trans-continental traffic. The suggestion for
amalgamation with the Canada Pacific Company, more generally known as that organized
by .Sir Hugh Allan, forces upon your Committee the consideration of the matters above
referred to.
It is a matter of public notoriety that the original proposal of Sir Hugh Allan, relative to the Canada Pacific Railway, was made in association with the American gentlemen most prominently connected with the Northern Pacific Railway. It is generally
believed that the Government are themselves aware of this ; and it was mainly owing to
the apprehension that the control of a work, upon which the future of the Dominion so
much depends, might pass into American hands, that the Interoceanic Company was called
into existence.
The public of Canada instinctively felt that if the parties interested in the Northern
Pacific Railway were permitted to control the Canadian line, that such a combination
would obstruct the material as well as political alliance with the British possessions
on the Pacific coast, and retard and endanger the successful settlement of the fertile
Western Territory of Canada.
From one end of the Dominion to the other, but more especially in the great Province of Ontario, (upon whose people the greater part of the burden of the cost of the
Railway must fall,) there have come unmistakable indications of public opinion on the
subject, and the names connected with the Interoceanic Company conclusively shew the
general determination to make the work distinctively national and Canadian. It may
appear invidious to institute comparisons between the relative importance of the Interoceanic Company's organization and that of Sir Hugh Allan's Company, but this cannot
be avoided when the proposal is one for amalgamation.
Your Committee must therefore remark that the Interoceanic Company is probably
the largest and most influential combination of men of capital and position which could
be found in the Dominion, not confined to one Province, but very generally and equally
representing all.
With respect to the other Company, your Committee submit that it is not in any
broad or national sense representative of the Dominion.
Its active influence is almost exclusively confined to the Province of Quebec, and in
that Province to the city of Montreal; but excepting Sir Hugh Allan himself, and two
or three other gentlemen, it cannot with fairness be designated as representing the capital
and enterprise of even that community.
It is no injustice to say that the claims'of Sir Hugh Allan's company rest not upon
general public support, but mainly upon the position of Sir Hugh Allan himself. Early
though it be in the history of the Canadian Pacific Railway, the dangerous character of
Buch an organization as the Company you are invited to amalgamate with, has already
been made apparent by its promoters resorting to the arena of politics for that strength
and support not due to its intrinsic merits.
The Interoceanic Company, on the other hand, has relied Solely upon general publie
support, and lias in no instance appeared as desirous of unduly influencing the government.
If the Canadian Pacific Railway is to be made the subject of undue and improper
pressure by one section of the Dominion to the prejudice of others, it will soon acquirt a reputation which will destroy public confidence in the enterprise, and occasion either
its abandonment or completion at sacrifices far beyond any that the country now
contemplates.
Your Committee readily admit that it would be desirable to secure the united
strength of the Dominion in support of this work, and if the company organized by Sir
Hugh Allan really represented Canadian interests, though local, it would be well to have
their co-operation.
But, unfortunately, the impression still exists" everywhere, that Sir Hugh Allan's
original scheme is unchanged, and that his company is intended to co-operate with the
parties in the United States interested in the Northern Pacific Railway, and your Committee sharing this belief, cannot regard the proposal of amalgamation as otherwise than
ill-advised and dangerous to the public interests.
Your Committee are convinced that such an amalgamation would at once destroy
public faith in the company as a Canadian undertaking.
They believe that if amalgamation were accomplished, the best friends of the enter-
prise in Canada would refuse their aid, and that in consequence an excuse would be found
for placing it under the control of the rival American Company, or of its chief promoters,
in the illusory hope that they would carry it through to completion.
Your Committee fail to find an adequate reason for asking the Interoceanic Company
to part with its individuality,
The public everywhere evince confidence in it as it is.
Assurances have been received from every Province in the Dominion (except
Manitoba), that the quota of stock allotted to each by the Act of Incorporation would be
subscribed, and in some of the Provinces much more than such allotted quota would be
taken.
In this way all classes of the community would be closely indentified with the
great national work, and the fulfilment of such assurances would vastly strengthen the
Company in its negotiations in England and on the continent of Europe.
By entrusting the execution' of the Pacific Railway to the Interoceanic Company;
the government will, in effect be dealing with the representatives of their own people.
They will be assured of the application of every dollar and every acre to the sole
object which Parliament contemplated in granting the subsidies, and that the lands will
not be permitted to pass under foreign control, or be held back from settlement for years,
or until those of the Northern Pacific Railway Company are occupied. Your Committee
cannot avoid drawing attention to the fact, that the promoters of the line—wliich is our
nearest rival route—-the gentlemen with whom Sir Hugh Allan has been acting, depend
wholly upon the sale of their lands for means to construct that railway. It is, therefore,
of extreme importance to the promoters of that line, the Northern Pacific, to get control
of the Canadian lands (which almost equal in area England and Scotland), and to retard
their settlement until their own are disposed of.
No more suicidal policy could be pursued by the people of Canada than to allow
their rivals to have such an interest in this national undertaking, as would virtually
transfer to them the ownership and control of 50,000,000 acres of Canadian Territory ;
would invest them with the direction of the immigration policy, which must be inaugurated for the settlement of those lands-; confer upon them the power to influence the
construction and progress of the railway; and grant to them, in perpetuity, a monoply of
the traffic over the Canadian, which is the shortest and best Trans-continental route.
Your Committee firmly believe that amalgamation means the admission of this
rival United States interest into the organization of the Canadian enterprise, and that
once admitted and wielded for one object, it would speedily master the divided and
weakened Canadian, representation. They consider that this danger far outweighs any
possible advantage that could result from union with Sir Hugh Allan and his associates.
They are convinced that the public would shrink from committing themselves and their
means to the undertaking, and they therefore respectfully recommend that the Board of
Directors of this Company inform the government that they cannot be parties to any 33
amalgamation with the Canada Pacific Company, but are prepared forthwith to enter
into arrangements on behalf of the Interoceanic Company for the construction and
working of the Canadian Pacific Railway.
All of which is submitted.
(Signed,)       D. L. Macpherson. (Signed,)       C. H. Fairweather.
„ W. Shanly. | ,, Fred. Cumberland.
„ W. H. HOWLAND.
After discussion of the foregoing report, the following resolution was carried
unanimously :—
"That the report of the Executive Committee, just read, be approved and adopted,
" and that the President be requested to transmit a copy of the same to the government,
" as setting forth the reasons of this Board for declining amalgamation with the Canada
" Pacific Railway Company."
A true extract from the Minutes of the Provisional Board of the Interoceanic
Railway Company of Canada.
(Signed,) John Hague,
Provisional Secretary.
Toronto, Sept. 28th, 1872.
Ottawa, 7th October, 1872.
Sir,—I am directed to acknowledge the receipt of your letter of the 28th ultimo,
and inclosures, informing this department that the Interoceanic Railway Company of
Canada declines its amalgamation with tne Canada Pacific Railway Company,, as proposed
by the Government, and intimating that the company is prepared to enter into arrangement for the building and working of the Canadian Pacific Railway.
I have, dec,
E. Parent,
Under Secretary of State.
Hon. D. L. Macpherson,
President, Interoceanic Railway Company,
Toronto.
Department of Secretary of State,
Ottawa, lfith October, 1872,
Sir,—I am directed to transmit to you the enclosed copy of a " memorandum of the
Canada Pacific Railway Company," upon the statement submitted by the Interoceanic
Railway Company to the Government of Canada.
I have, &c„
E. Parent,
Under Secretary of State.
Hon. D. L. Macpherson,
President, Interoceanic Railway Company,
Toronto.
Memorandum of the Executive Committee of the Interoceanic Railway Company of Canada,
upon the Memorandum submitted to the Government by the Executive Committee of the
Canada Pacific Railway Company, dated 12th October, 1872.
The undersigned, the Executive Committee of the Interoceanic Railway Company,
offer their acknowledgments to the Honorable the Privy Council, for communicating
to them the memorandum of the Canada Pacific Company upon the communication
addressed to the government by the Interoceanic Company, on the 30th September last;
setting
forth their reasons for declining amalgamation with the Canada Pacific C
ompany. The undersigned beg to say that when transmitting that statement to the
Government, the Interoceanic Company had no intention of entering upon a controversy
with the Canada Pacific Company through the medium of the Government. But they do
not regret that the Government saw fit to communicate it to the Canada Pacific Company,
The object of the Interoceanic Company was merely to communicate, frankly, to the
Governmept the reasons which prevented their complying with the request of the
Government to amalgamate with that company.
The Interoceanic Company decided against amalgamation after mature deliberation,
and under the firm persuasion that they were acting in the true interests of the country.
The undersigned will now proceed to comment briefly upon the memorandum of the
Executive Committee of the Canada Pacific Company.
The undersigned observe that the Committee of the Canada Pacific Company profess
to concur fully in the opinion which the Interoceanic Company holds, namely that the '
importance to 'Canada of the Canadian Pacific Railway being owned and worked
pre-eminently .as a Canadian enterprise cannot be exaggerated. tIt is matter for regret
that the Canada Pacific Company, or its chief promoter, did not always entertain this
opinion; had they or he done so, it is probable the Interoceanic Company would never
have sought incorporation.
The Committee of the Canada Pacific Company seem anxious to establish that the
promoters of that company are more Canadian than the promoters of the Interoceanic
Company, because the draft Charter, as originally submitted to Parliament by the former
company, provided that all the Directors should be British subjects, while that of the
Interoceanic Company only required that a majority should be so. The undersigned must
express surprise that any importance should seem to be attached to what is manifestly
unimportant, if not, positively trivial. To make the company really Canadian it is
necessary that the greater pajt of the stock should be bona fide held by Canadians and
British subjects.
It was the purpose of the Interoceanic Company to secure that object, and it once
secured they saw no reason for excluding any class of their fellow-citizens, whether native
born or alien, from participating in the management of the company.
Shareholders have the power to control the policy of companies; Directors are
merely their agents or deputies to carry it out. If Canadians hold bona fide a controlling
.amount of the stock of the Canadian Pacific Railway, they will see that the Directors,
whatever their nationality, manage the undertaking for the advantage of the Shareholders
and of Canada; but if a controlling portion ofthe Stock is held by citizens and residents
of the United States interested in a rival railway, they will see that their Directors carry
out their policy regardless of Canadian interests, even if the law required every member
,of the Board to be a British subject and a resident of Canada, under such circumstances if
any of the Directors prove too patriotic to give effect to the designs of the foreign
shareholders, they will be removed and more subservient men elected in their stead.
The Committee of the Canada Pacific Company argue, at great length that under
their proposal for amalgamation it would be impossible to alienate any portion of the
public subsidies from the purposes for which they were intended, and that an attempt to
alienate them, if made, would result in a forfeiture of the agreement.
The undersigned see no force or weight in this argument. But even if it has some
force, as far as it applies, it would be of little moment; for desirable though it be that the
advantages resulting from the construction of the railway should insure to Canadians yet
these advantages are insignificant when compared with those that would follow the
ownership, of the road after completion, viz: the possession of a vast territory in the heart
of the Dominion, and the control of a iarge trans-continental traffic.
The undersigned regret that the Committee of the Canada Pacific Companv, whil_
admitting the respectability of the Directors of the lnteroceanic Company from the
Province of Quebec, should have made three' of those gentlemen the subject of invidious
attack. The gentlemen referred to are too well known, at home and abroad, as successful
merchants of high character and wide influence, to require any vindication from this covert
e Mid unwarranted attack. They compare favorably with any gentlemen upon the
Provisional Board of the Canada Pacific Company, or any other Board of Directors in the
Dominion.
The undersigned do not know what is referred to in the following extract from the
memorandum of the Committee of the Canada Pacific Company :—" And as to the other
gentlemen whose names appear in the Bill of the Interoceanic Company, but who
did not take part in that "meeting, the well-known circumstances of their reception into
that company prevent the expectation that they will exercise any influence in its favor."
H the insinuation is intended to charge that the names of any gentlemen were
introduced into the Charter of the Interoceanic Company, either as Provisional Directors
or Corporators, without their knowledge and consent, the undersigned meet that charge by
the most unqualified denial. Of the one hundred and seven names which appear in the
Charter of this Company, no name was placed there except at the solicitation or with the
permission of the gentleman named ; but the undersigned have been given to understand
that of the eighteen names which appear in the Charter of the Canada Pacific Company,
more than one, and that too of the more influential among them, were used without
permission.
The Committee of the Canada Pacific Company deny, in most distinct terms, that
that Company have in any way interfered in politics.
The undersigned can only assume that the Committee desire to state that no
interference in politics took place under authority of a formal resolution of the Provisional
Directors of that Company.
The public press has made the whole country aware of pressure having been
brought to bear upon the Government by Sir Hugh Allan during the Montreal election.
On the eighth day of August last, Sir Hugh Allan delivered a public speech, of which
a report appeared in the newspapers published on the following morning. Sir Hugh then,
as now, President of the Canada Pacific Company, in that speech, referring to the
contract for that enterprise, declared that he had received pledges from Sir George
Cartier which were entirely satisfactory to him. His own words were : " I have every
reason to be satisfied with what Sir George has done." Unless it can be shown that the
Provisional Directors of the Canada Pacific Company disapproved of and annulled the
agreement or arrangement which Sir Hugh Allan, their President, declared he had
concluded to his own entire satisfaction, the undersigned submit that the Canada Pacific
Company must be held to be parties to that agreement.
The undersigned consider that it would have been proper in the Canada Pacific Company, to have communicated that agreement to the Interoceanic Company when proposing amalgamation.
The Interoceanic Company have at all times studiously avoided everything calculated to arouse sectional feeling, and have always held that all traffic intended for the Maritime Provinces and for shipment to Europe, via the St. Lawrence, should go by Montreal;
but they have likewise held that the interests of the Railway Company and of the Do-
mirion require that the location of the Pacific Railway shall be as near the settled and
tafc-paying Districts of Ontario as the reasonable directness of the line to tide-water may
permit. While the Interoceanic Company have avoided all sectionalism, it will be noticed
by those who may read Sir Hugh Allan's speech already referred to, that he unfortunately excites it, and to justify his doing so, advances the extraordinary doctrine, that those,, for
the transport of whose products and merchandise railways are constructed " have a less
direct interest" in their location and economical construction' and running them those
who have merely the handling of the property at a port of transhipment.
The Committee of the Canada Pacific Company admit that negotiations were carried
on between Sir Hugh Allan and certain American Capitalists for the formation of a Company to construct and run the Canadian Pacific Railway, but they say " that this nego-
" tiation was not initiated by Sir Hugh, but was commenced and supported by influential
" persons in Canada, as being the only combination that offered itself at the time for the
" construction and running of the road, and they are satisfied that that negotiation never " possessed the character attributed to it by the Interoceanic Company, and that they
" know Sir Hugh Allan would never have consented to embark with foreign capitalists
" in a Canadian enterprise, in which he takes so great an interest, without the most per-.
" feet securities and guarantees for its control and conduct in the interest of Canada."
If, as may be implied from the above, Sir Hugh Allan provided "securities and guarantees" for the control of the Railway by Canadians, the undersigned submit that the
production of the agreement would be the satisfactory mode of enabling the Government
and country to judge of their sufficiency.
They must add, however, that in the opinion of the Interoceanic Company, nothing
short of the ownership of the undertaking by Canadians would afford real security or
guarantee for its control and conduct in the interests of Canada.
The undersigned are not aware who the influential gentlemen are to whom the Com-
mittee refer. They never heard any influential gentleman named as having negotiated,
with American capitalists except Sir Hugh Allan himself. The Committee of the Canada Pacific Company declare that their company " never participated in the negotiations
" referred to, and never considered or entertained any proposition, suggestion or intention
" of asking aid from American capitalists, or of combining with them for the prosecution
" of the Railway or for any other purpose. The only negotiations they have carried on
" are those already alluded to with British capitalists, and they have never even commu-
" nicated on the subject of the Railway with, any outside Canada or Great Britain."
The undersigned confess that this statement surprises tbem, and they have reason to
believe the American capitalists with whom Sir Hugh Allan has been negotiating would
be equally surprised if they had communication of it, but the undersigned assume that
the Executive Committee only mean it to be understood that the Canadian Pacific Company did not authorize, by formal resolution of the Directors, any negotiations with capitalists in the United States. While accepting the denial made on behalf of the Canada
Pacific Company, the undersigned assume as they have already stated, that it is not intended to apply to the acts of their President, for the undersigned learn from one of the
promoters of the Interoceanic Company, who has had the opportunity of communicating
with gentlemen in the United States who were parties to and interested in the arranger
ment made with Sir Hugh Allan, that they consider the same to be still in force, but that
owing to the feeling existing in Canada against the Canadian Pacific Railway being
owned by Americans, they, the Americans, would not in future be known in the project.
The American capitalists had been led to expect that the amalgamation of the two
Canad'an Companies would have been effected in September last.
The undersigned are given to understand, through the same source, that the scheme of
the "American" or "Allan" combination for constructing and running the Railway, is to
connect at Sault St. Marie, and at Pembina with the Northern Pacific Railway, and use
that line when built between the two points named ; that it is intended to send all the
traffic between the West, including British Columbia and the Atlantic cities, by the
American Lines of Railway, via St. Paul, and sending through Canada only the traffic
destined for Europe and the Maritime Provinces.
This information was obtained by the undersigned about the time the memorandum
of the Committee of the Canada'Pacific Company, under consideration, was written. The
undersigned feel bound to communicate it to the Government. It confirms in a remarkable
manner the opinion expressed to the Government by the Interoceanic Company, and justifies the decision of that Company against amalgamation.
The correspondent, to whom the undersigned are indebted for this information, uses
the following language hi commenting upon it, in which the undei signed fully concur: "If
" this (scheme) is carried out, our great national enterprise, instead of being the successful
" rival of the American Company, competing for the Asiatic trade, which is now in its
". infancy, and building up the Dominion as no other undertaking can do, will simply be
"the Canadian Branch of the Northern Pacific Railroad, entirely under its control and
" dictated to by it relentlessly."
The undersigned beg to say that they do not yield to any company or individual.in 37
tLk. earnest desire to-promote the earliest possible construction of the Canadian Pacific
Railway compatible with its being a strictly Canadian and British enterprise, and the
Canadian Pacific Company cannot more sincerely than the undersigned, desire to aid the
Government in carrying out this great national undertaking. It would however be doing
the Government poor service to agree to amalgamation unless the Interoceanic Company
believe that the Amalgamated Company would constitute a distinctively Canadian Company
of sufficient strength to carry the undertaking to a successful issue. The undersigned are
of opinion that amalgamation with the Canada Pacific Company would not lead to this
result. They deem it their duty to state to the Government that in their opinion the admitted negotiations of Sir Hugh Allan with gentlemen in the United States, resulting
in an- arrangement or understanding which is considered opposed to Canadian interests,
and which the undersigned, from information in their possession and referred to above,
have reason to believe is still substantially existing, will continue to cause the Canadian
people to view with suspicion, and prevent their subscribing stock in any company in
which Sir Hugh Allan and his associates appear controlling parties. The undersigned are
of opinion that this feeling instead of being confined to a limited circle, as the Committee
of the Canada Pacific Company allege, will be found to influence the people of the whole
Dominion.
The undersigned venture to remind the Government that Books for applications for
Stock in the Canada Pacific Company have been open for months at the Capitals of, and
large Towns in, all the Provinces of the Dominion.
The Pacific Company have thus had the best means of ascertaining the favour with
which they are regarded by the capitalists and people of Canada.
It is somewhat surprising that their Committee do not, in their memorandum, inform
the Government what amount of Stock has been applied for and subscribed up to a given
day, say to the first day of October last. Instead of doing so the Committee's Memorandum is conspicuously silent in respect to the countenance and aid their Company expect
from Canadian sources.
From this silence, were it not for their repeated protestations that their Company
would be pre-eminently Canadian and British, it might fairly be assumed that the Directors had little or no expectation of making it so.    For the reasons given above, and those
stated in their communication of the 30th September last, the undersigned on behalf of
the Interoceanic Company feel themselves under the necessity of again declining amalgamation with the Canada Pacific Company ; but they beg to reiterate, that from the assurances they have received from capitalists in this and the other Provinces and in England,
the Interoceanic Company, as an independent organisation, can undertake to construct and
run the Pacific Railway in the full confidence of carrying the work successfully to completion, through the instrumentality of a Canadian and British Proprietary.
All of which is respectfully submitted.
(Signed,) D. L. Macpherson,    (Signed,)    C. H. Fairweather,
W. Shanly, „ W. H. Rowland.
Office of the Interoceanic Railway Company of Canada,
Toronto, 25th Nov.  1872.
I certify that the foregoing is correctly copied from the minute  book of the Interoceanic Railway Company.
(Signed,)
Toronto, 25th November, 1872.
John Hague,
Provisional Secretary.
Department of the Secretary of Statb,
Ottawa. 2i'nd October, 1872.
Sib I am directed to forward you the enclosed Copy of an Order in Council on the
subject of the correspondence between the  Government of Canada and  the Executive Committee of the Provisional Directors of the contemplated Interoceanic Railway Com
pany, relative to the Canadian Pacific Railroad.
I have the honor to be, Sir,
Your obedient servant,
E. Parent,
Under Secretary.
Hon. D. L. Macpherson,
President, Interoceanic Railway Co.,
Toronto.
Office of the Interoceanic Railway Company of Canada,
Toronto, 25th October, 1872.
Sir,—I have the honor to acknowledge receipt of a Copy of an Order in Council on the
subject of the correspondence between the Government of Canada  and  the  Executive
Committee of this Company, relative to the Canadian Pacific Railroad.
I shall take the earliest  opportunity of laying  it before the Directors of this Company.
I have the honor to be, Sir,
Your obedient servant,
D. L. Macpherson,
Provisional President, Interoceanic R. Co.
To the Hon. the Secretary of State,
Ottawa.
Office of the Interoceanic Railway Company of Canada,
Toronto, 25th October, 1872.
Sir,—I have the honor to acknowledge receipt of a copy of a " Memorandum of the
" Canada Pacific Railway Company," upon the statement submitted by the Company to
the Government.
I shall lay it before the Directors of this Company with as little delay as possible.
I have the honor to be, Sir,
Your obedient servant,
D. L. Macpherson,
Provisional President, Interoceanic R. Co.
To Hon. J. C. Aikins,
Secretary of State, Ottawa.
Office of the Interoceanic Railway Company of Canada.
Toronto, 26th November, 1872.
Sir,—I have the honor to enclose a " Memorandum of the Executive Committee of
the Interoceanic Railway Company of Canada upon the memorandum submitted to the
Government by the Executive Committee of the Canada Pacific Railway Company, dated
12th October, 1872.
I regret the delay that has taken place in transmitting to the Government the reply
of this Company to the memorandum of the Canada Pacific Railway Company. It has
been caused by the absence from Toronto of members of the Executive Committee of this
Company, one of whom is still absent in England.
I have the honor to be, Sir,
Your very obedient servant,
D. L. Macpherson,
Provisional President, Interoceanic R. Co. of Canada.
To the Hon. the Secretary of State,
Ottawa.
V. 39
Office of the Interoceanic Railway Company of Canada,
Toronto, 28th Nov., 1872.
Sir, —I have the honor to enclose a memorandum from the Executive Committee
of the Interoceanic Railway Company, referring to a report of a Committee of the
Honorable the Privy Council, approved by His Excellency the Governor General on the
16th day of October last, a copy of which you transmitted to me for the information of
the Interoceanic Railway Company of Canada.
I regret the delay that has taken place in transmitting to the Government the
acconspanying memorandum; it has been caused by the absence from Toronto of members of the Executive Committee of this Company, one of whom is still absent in England.
I have the honor to be, Sir,
Your most obedient servant,
D. L. Macpherson,
Provisional Secretary of the Interoceanic Railway Co. of Canada.
To the Honorable the Secretary of State,
Ottawa.
memorandum.
The undersigned Executive Committee of the Interoceanic Railway Company of
Canada have the honor to state, that they have had under consideration the report of the
Committee of the Honorable the Privy Council upon the subject of amalgamation of the
Interoceanic Company arfd the Canada PScific Railway Company, approved by His
Excellency the Governor General in Council on the 16th day of October last, and transmitted to the Provisional President of this Company. In reply, the undersigned beg
respectfully to state for the information of His Excellency the Governor General, that the
communications addressed to the Government by this Company, on the 30th day of
September last and on the 25th day of November inst., fully set forth the reasons which
induced this Company to decline amalgamation with the Canada Pacific Railway
Company.
The undersigned deem it unnecessary to re-state those grounds. They will merely
add that the promoters of the Interoceanic Company are satisfied that the amalgamation
of that Company with the Canada Pacific Company would not fulfil the anticipations of
the Government, because, in their opinion, it would not secure the confidence of the people
of the Dominion for the amalgamated Company, and that consequently amalgamation,
under such circumstances, would be followed by certain failure when the time arrived for
organizing the Company upon a Canadian proprietary basis.
The principal matters referred to in the report of the Committee of the Honorable
the Privy Council having been, as already stated, discussed'at length in the two communications above referred to ; the undersigned only consider it necessary to remark upon one
other point now, for the first time, brought under the notice of the Interoceanic Company.
The undersigned, with the utmost respect, beg to state they gather from the report
of the Honorable the Privy Council that the Government impliedly charges the promoters
of the Interoceanic Company with remissness in not communicating with the Government
during the Summer of 1871, and making a proposition for constructing and running the
Canadian Pacific Railway.
The undersigned submit that they do not see how they could have done so before the
Government had announced its readiness to receive propositions.
The Committee of the Honorable the Privy Council furnishes, in the opinion of the
undersigned, an answer to this charge, as it appears by the report that when Mr. Waddington and his associates approached the Government to tender for the construction and
running of the Railway, they were informed that the Government was not in a position
to enter into negotiations. 40
Should the refusal of the Interoceanic Company to amalgamate result in excluding
it from all connection with the Canadian Pacific Railway, the undersigned aj^their
associates will nevertheless have the satisfaction of knowing, that if that great national
undertaking remans in Canadian and British hands it will be due in no small measure to
their efforts, and that if it should unfortunately fall into foreign and rival hands, it will
be through no fault of theirs, but in the face of their most strenuous exertions to avert so
great a calamity.
All cf which is submitted.
Signed       D. L. Macpherson,       Signed,       W. Shanly,
„ C. H. Fairweather, „ W. H. Howland.
Office of the Interoceanic Railway Company of Canada,
Toronto, 28th November, 1872.
I certify that the foregoing Memorandum is correctly copied from the Minute Book
of the Interoceanic Railway Company of Canada.
(Signed,) John Hague,
Provisional Secretary.
Toronto, 28th November, 1872.
Department of Secretary oe State,
Ottawa, 2nd December, 1872.
Sir,—I have the honor to acknowledge your letter of the 28th ultimo, enclosing a
Memorandum from the Executive  Committee of the lnteroceanic Railway Company,
referring to a Report of a Committee of the Honorable the Privy Council, dated 16th
October last.
Yours, &e, <fee,
E. Parent.
The Honorable D. L. Macpherson, Senator,
Toronto.  

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