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RSM 1990, c. 90
The Manitoba Central Railway Company Incorporation Act, 1888
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WHEREAS An Act to Incorporate the Manitoba Central Railway Company was assented to May 18, 1888;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS the construction of a railway running Southerly from the City of Winnipeg to the International Boundary and from the City of Winnipeg through the Town of Portage la Prairie to the western boundary of the Province would be of general benefit to the Province of Manitoba;
AND WHEREAS, a petition has been presented praying for the incorporation of a company for that purpose and it is expedient to grant the prayer of such petition;
AND WHEREAS it is considered advisable to continue this Act in the body of Manitoba's laws in its original form without revision;
AND WHEREAS the Minister of Justice has caused this Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
1 Thomas C. Scoble, Contractor; George F. Carruthers, Insurance Agent; Robert J. Whitla, Wholesale Merchant; Thomas Chisholm Livingstone, Agent; Archibald Wright, Merchant; W.W. Watson, Agricultural Implement Dealer; and Chester Glass, Barrister-at-Law, together with all such other persons and corporations as shall become shareholders in the Company hereby incorporated shall be and the same are hereby constituted and declared to be a body corporate and politic by and under the name of "The Manitoba Central Railway Company" and the words "The Company" hereinafter used shall mean "The Manitoba Central Railway Company."
2 The said Company shall have full power and authority to locate, lay out, construct, build, furnish, operate, alter and keep in repair a railway with double or single steel tracks commencing at a point at the City of Winnipeg thence running southerly to the Forty-ninth parallel of North Latitude known as the International Boundary to a point in or near Township one, Ranges two and three east of the First principal meridian in the Province of Manitoba with branches extending from a point or points on the said line of railway not more than twelve miles northerly from the said International Boundary to the said International Boundary at or near the Towns of Gretna and Emerson and also a line of railway extending from a point at the City of Winnipeg and running westerly to a point at or near the Town of Portage la Prairie and thence to the Western Boundary of the Province. Provided that all of the said railway lines and branches to the Southern Boundary shall be built between the 96th and 99th degrees of West Longitude from Greenwich in the Province of Manitoba.
3 The Company shall also have power to construct and operate an electric telegraph line or lines, and a telephone line or lines along the said railway, and to construct and maintain such bridges as shall be necessary or convenient for the use of the said railway not being bridges over any navigable river or water without such bridge or bridges over such navigable river or water has or have been authorized by order of the Governor-General in Council.
4 The several clauses of the Railway Act of Manitoba shall be and the same are hereby incorporated with and shall be deemed to be part of this Act, except in so far as the same are inconsistent with this Act, and the expression "this Act" when used in this Act shall be understood to apply to and include the clauses of the said Railway Act of Manitoba except as aforesaid.
5 The said Thomas C. Scoble, George F. Carruthers, Robert J. Whitla, Thomas C. Livingstone, Archibald Wright, W.W. Watson, and Chester Glass shall be and are hereby constituted provisional directors of the said Company, of whom five shall form a quorum, and shall hold office as such until other directors shall be elected under this Act, and shall have power forthwith to open stock-books and to procure subscriptions of stock for the undertaking and to receive payments on account of stock subscribed and to make calls upon subscribers in respect of their stock, and to sue for and recover the same, and to cause plans and surveys to be made and to acquire any plans and surveys now existing and to deposit in any chartered bank of Canada all moneys received by them on account of stock subscribed and to withdraw the same for the purposes of the undertaking and to receive for the Company any grant, loan, bonus or gift made to it in aid of the undertaking, and to enter into any agreement respecting the condition or disposition of any gift or bonus in aid of the railway.
6 The capital stock of the Company shall be five hundred thousand dollars with power to increase the same to be divided into five thousand shares of one hundred dollars each and shall be raised by the persons above mentioned and such other persons and corporations as may become shareholders in such stock, and the money so raised shall be applied in the first place to the payment of all fees, expenses, and disbursements for procuring the passing of this Act and of preceding Acts for the same purpose which have been disallowed, and for making the surveys, plans and estimates or purchasing those already made, connected with the works hereby authorized, and all the remainder of such money shall be applied to the making, equipping and maintaining of the said railway and other purposes of this Act.
7 No subscription for stock in the capital stock of the Company shall be binding on the Company unless ten per cent. of the amount subscribed has been actually paid thereon within one month after subscription.
8 The said Company may receive either from any Government or from any persons or bodies corporate or politic, bonuses, lands, and loans, or gifts or moneys or securities for money howsoever granted in aid of the construction, equipment and maintenance of the said railway.
9 When and so soon as one fifth of the said capital stock shall have been subscribed as aforesaid and ten per centum paid thereon, the provisional directors shall call a general meeting of the subscribers to the said capital stock to be holden at the head office of the Company at the City of Winnipeg, for the purpose of electing directors of the Company giving notice by advertisement inserted twice in each of two newspapers published daily at the City of Winnipeg, of the time, place, and purpose of such meeting and once in the Manitoba Gazette.
10 At such general meeting the subscribers for the capital stock assembled who shall have so paid up ten per centum thereof with such proxies as may be present, shall choose seven persons to be the directors of said Company (of whom five shall be a quorum) and who shall hold office until their successors are elected, and may also pass such rules, regulations and by-laws as may be deemed expedient, provided they be not inconsistent with this Act and the Railway Act of Manitoba.
11 In the election of directors under this Act and in the transaction of all business at general shareholders' meetings, each shareholder shall be entitled to one vote, either in person or by proxy, for each share of which he is the registered holder and upon which all calls have been paid.
12 No person shall be qualified to be elected as such director by the shareholders unless he be a shareholder holding at least twenty shares of stock in the Company and unless he has paid all calls made thereon.
13 Thereafter the general annual meeting of the shareholders of the said Company shall be held at such place in the City of Winnipeg, and on such a day and hour as may be directed by the by-laws of the said Company, and public notice thereof shall be given by advertisement inserted once in each week in two newspapers published daily in the City of Winnipeg during the four weeks preceding the meeting and also once in the Manitoba Gazette at least two weeks and not more than four weeks before the date of the meeting.
14 Special general meetings of the shareholders of the said Company may be held at such places in the City of Winnipeg, and at such times and in such manner and for such purposes as may be provided for by the by-laws of the Company; provided, however, that notice of such meeting shall be given by advertisement in the same manner as provided by the preceding Section.
15 All deeds and conveyances of land to the said Company for the purposes of this Act, in so far as circumstances will admit, may be in the form of Schedule "A" to this Act subjoined, or in any other form to the like effect; and for the purpose of the due registration of the same, all registrars in their respective counties or districts and the Registrar-General of the Province, under the provisions of the Real Property Act of 1885, and amendments thereto, are required to register in their registry books such deed and conveyances upon the production thereof with an affidavit of the due execution thereof and shall minute the registration of entry on such deeds, and the Registrar-General, shall receive from the said Company on any deed set forth in the form of the said Schedule "A" for the registration thereof and for a certificate of the same one dollar and no more, and such registration shall be deemed to be valid in law, any statute or provision of law to the contrary notwithstanding, but nothing in this clause shall compel the Registrar-General to receive any such deed unless the land comprised therein has been brought under the operation of the Real Property Act.
16 All persons, whether British subjects or aliens, or residents of Canada or elsewhere, shall have equal rights to hold stock in the said Company, and to vote on the same and shall be eligible to hold office as directors or officers in the said Company.
17 The directors of the Company, under the authority of the shareholders to them given by a resolution of the annual meeting, or of a special general meeting called for the purpose, are hereby authorized to issue bonds under the seal of the Company, signed by its President or other presiding officer and by another director, and countersigned by its Secretary, and such bonds shall be made payable at such times and in such manner and at such place or places in Canada or elsewhere, and bearing such rate of interest as the directors shall think proper, and the directors shall have power to issue and sell or pledge all or any of the said bonds at the best price and upon the best terms and conditions that at the time they may be able to obtain, for the purpose of raising money for prosecuting the undertaking; provided that the amount of such bonds so issued, sold or pledged shall not exceed twenty thousand dollars per mile of the said railway, to be issued in proportion to the length of railway constructed or under contract to be constructed; provided also that no such bonds shall be issued until at least two hundred and fifty thousand dollars shall have been subscribed of the capital stock, and ten per cent of the same bona fide paid thereon, but notwithstanding anything in this Act contained, the Company may secure the bonds to be issued by them by a mortgage deed creating such mortgages, charges and incumbrances upon the whole or any part of such property, assets, rents and revenues of the Company, present or future or both, as shall be described in the said deed; but such rents and revenues shall be subject, in the first instance, to the payment of the working expenses of the railway; and by the said deed the Company may grant to the trustee or trustees named in such deed all the rights, powers, immunities, franchises and property of the Company, including its corporate franchise, and all and every the powers and remedies granted by this Act in respect of the said bonds and all other powers and remedies not inconsistent with this Act, or may restrict the bondholders in the exercise of any powers, privilege or remedy granted by this Act, as the case may be; and all such powers, rights and remedies as shall be so contained in such mortgage deed shall be valid and binding and available to the bondholders in manner and form as therein provided.
18 The bonds hereby authorized to be issued shall without registration or formal conveyance, be taken and considered to be the first and preferential claims and charges upon the said Company, and the undertaking, tolls and income, and real and personal property thereof, now or at any time hereafter acquired, and each holder of the said bonds shall be deemed to be a mortgagee or incumbrancer upon the said securities pro rata with all the other bondholders.
19 If the said Company shall make default in paying the principal or interest of any of the bonds hereby authorized at the time when the same shall by the terms of the bond become due and payable, then at the next ensuing general annual meeting of the said Company, and all subsequent meetings, all holders of bonds so being and remaining in default shall in respect thereof have and possess the same rights, privileges and qualifications for directors and for voting at general meetings, as would be attached to them as shareholders if they had fully paid up shares of the said Company to a corresponding amount; provided, nevertheless, that the right given by this Section shall not be exercised by any bondholder unless the bonds in respect of which he shall claim to exercise such right shall have been first registered in his name in the same manner as is provided by by-law for the registration of the shares of the Company, and for that purpose the Company shall be bound on demand to register any of the said bonds in the name of the holder thereof, and to register any transfers thereof, whether such default has been made in payments of principal or interest, or otherwise, in the same manner as a transfer of shares; provided also that the exercise of the rights given by this Section shall not take away, limit or restrain any other of the rights or remedies to which the holders of the said bonds shall be entitled.
20 All the bonds, debentures, mortgages and other securities hereby authorized, and the coupons and interest warrants thereon respectively, may be made payable to bearer, and shall in that case be transferable by delivery and any holder of any such bonds, debentures, mortgages or coupons so made payable to bearer may sue at law thereon in his own name, unless and until registry thereof has been affected in manner provided in the next preceding Section; and while so registered they shall be transferred by written transfer, registered in the same manner as in the case of shares, but they shall again become transferable by delivery upon the registration of a transfer to bearer, which the Company shall be bound to register on the demand of the registered holder for the time being.
21 The directors may at any time call upon the shareholders for such instalment upon each share which they or any of them may hold in the capital stock of the said Company, in such proportion as they may see fit, except that no such instalment shall exceed ten per centum of the subscribed capital; and thirty days' notice of each call shall be given in accordance with the by-laws of the Company and this Act.
22 The Company shall have power to acquire by purchase or to lease, or to make running arrangements with any railway lines in the Province of Manitoba situate on the line hereby authorized, or crossing or connecting with the same, upon terms to be approved by two-thirds of the shareholders at the annual meeting or at a special meeting to be held for that purpose, in accordance with this Act.
23 It shall be lawful for the said Company, subject to the provision hereinafter contained, to enter into an agreement with any other railway company for leasing the Manitoba Central Railway, or any part thereof, or the use thereof or for leasing or hiring any locomotives, tenders, plant, rolling stock, or other property, or either or both, or any part thereof, or touching any service to be rendered by the one company to the other, and the compensation therefor, if the arrangements and agreements shall be approved by two-thirds of the shareholders, voting in person or by proxy, at a special general meeting to be called in accordance with this Act for that purpose; and every such agreement shall be valid and binding, and shall be enforced by court of law according to the terms and tenor thereof; and any company accepting such lease shall be and is hereby empowered to exercise all the rights and privileges conferred upon the lessors by law.
24 Whenever it shall be necessary for the purpose of procuring sufficient lands for stations, or gravel pits, or for constructing, maintaining and using the said railway, also for any other purpose connected with the said railway, or for opening a street to any station from any existing highway, the said Company may purchase, hold, use or enjoy such lands and also the right of way thereto, if the same be separated from their railway, and may sell and convey the same, or parts thereof, from time to time as they may deem expedient, and may also make use of and dam for the purposes of said railway, the water of any stream or water course over or near which the said railway passes, not being navigable waters; doing, however, no unnecessary damage thereto, and not impairing the usefulness of such stream and water course; and the compensation to be paid to the owners of such lands or for the use of such water, as also the powers of the said Company to take possession thereof, shall, in case of difference, be ascertained and exercised in the manner provided by the Railway Act of Manitoba.
25 The portion of the said railway running from the City of Winnipeg southerly to the international boundary shall, if aided by the Province, be commenced before the first day of July, 1888, and completed for operation by the 1st day of October, 1888, unless acquired by purchase as hereinafter provided, and if not so aided by the Province shall be commenced within one year and completed for operation within two years from the passage of this Act, and the portion of the said railway running from the City of Winnipeg to the Town of Portage la Prairie shall, if aided by the Province, be completed for operation on or before the first day of November, 1888, and if not so aided shall be commenced within one year and completed within two years from the passage of this Act, and the Company shall construct and operate not less than sixty miles of road a year after the expiration of the terms above indicated.
26 Nothing contained in this Act shall be deemed to authorize the Company, directly or indirectly, or any of its shareholders, directly or indirectly, to amalgamate with the Canadian Pacific Railway Company or the Manitoba South-Western Colonization Railway Company or to make or enter into any agreement, conveyance, lease, transfer of stock or other instrument, contract, act or thing with the Canadian Pacific Railway Company or the Manitoba South-Western Colonization Railway Company, or any of the shareholders of either of them or any other person or persons or corporation whereby in any manner the Canadian Pacific Railway Company or the Manitoba South-Western Colonization Railway Company, or any of the shareholders of either of them, or any person or persons or corporation in their interests, shall, directly or indirectly, obtain entire or partial control of the whole or part of the undertaking, or of the railway or its management, or of its freight rates, and every such agreement, conveyance, lease, transfer of stock or other instrument, contract, act or thing shall be wholly void.
27 The Company shall make a deposit with the Provincial Treasurer within sixty days of the passing of this Act of the sum of twenty-five thousand dollars in money or of valuable securities to that amount to the satisfaction of the Lieutenant-Governor in Council, and in default of such deposit being made by the Company within the time above, limited, this Act shall be ipso facto null and void, provided always that such deposit shall not be exacted unless the said Company receive aid from the Province toward the construction of their line of railway.
(a) The said deposit shall be held by the Provincial Treasurer as security for the compliance by the Company with the terms and conditions of this Act, and in the event of the railway not being proceeded with and constructed and in operation within the times limited by this Act the money or valuable securities deposited as aforesaid shall be forfeited to the Provincial Treasurer, and the same shall thereupon become and be vested in the Provincial Treasurer and form part of the consolidated renevue fund of the Province.
(b) Upon the construction and operation of the railway within the time limited as aforesaid the said moneys or valuable securities shall be returned to the Company.
28 The directors of the Company for the time being may make and issue paid up shares in the stock of the Company which shares shall not be assessable for calls and may allot and hand over such shares in payment for right of way, plant, rolling stock, or materials of any kind, or for the service of contractors or engineers, employed by the Company; provided always that no such paid up share shall be issued:
(a) Except in payment for right of way, plant, rolling stock, materials, or services as aforesaid;
(b) And until such right of way, plant, rolling stock, or materials have been actually conveyed or furnished to the Company, or such services have been completely rendered to the Company according to the terms of the contract therefor, previously sanctioned by the shareholders as is hereinafter required;
(c) And unless the contract for such right of way, plant, rolling stock, materials or services and for the payment therefor, by such paid up shares shall have been at some time before the issue of such paid up shares sanctioned by a majority of the votes of the shareholders voting on their shares at a general meeting of the shareholders of the Company duly convened.
(d) And unless by share certificates in the form shown in Schedule "B" to this Act under the seal of the Company signed by the President and by the Secretary, upon which certificate it shall be stated that such shares are issued pursuant to this Section of this Act, with the sanction of the shareholders, and shall state also the date upon which such sanction was given following the said form.
(e) And all transfers of such shares shew that the shares thereby transferred are fully paid up and unassessable shares, and the holders thereof shall be entitled to vote thereon in the same manner as the holders of other shares in the said Company may vote on their shares; but they shall not be liable to the creditors of the Company thereon.
29 The Company may acquire, by purchase or otherwise, from the Province of Manitoba any right of way, completed or uncompleted road bed or track, ties, rails, bridges, buildings, telegraph lines, semaphores or signals, rolling stock and equipment the property of the Province and insuring to the benefit of the projected line of railway to be constructed by the Company at such a price as may be agreed upon by arbitrators to be appointed for such purpose, and the Directors of the Company may appoint an arbitrator for such purpose, and the payment of any amount so agreed upon may be in money or in guaranteed bonds of the Company.
30 The Company may take possession of, use, or occupy any lands already occupied or intended to be occupied by the road bed or right of way of any line of railway acquired or purchased from the Province of Manitoba, and the Company shall have power to take possession of, use or occupy any lands that may be further required to complete the line of railway authorized by this Act subject to the provisions of the Railway Act of Manitoba.
31 This Act shall be deemed a public Act and shall come into force on the day that it is assented to.
Know all men by these presents that I (or we) in consideration of dollars to me (or as the case may be) by the Manitoba Central Railway Company, now paid, the receipt whereof is hereby acknowledged, do grant all that certain parcel of land situate, (describe the land), the same having been selected by the Company for the purposes of their railway to hold with the appurtenances thereof unto the said "The Manitoba Central Railway Company," their successors and assigns.
As witness my hand and seal (or our hands and seals) this
day of A.D. one thousand eight hundred and
Signed, sealed and delivered
in presence of
Each share $100. Total capital stock $500,000.
The Manitoba Central Railway Company of
is the holder of shares in the capital stock of the Company as fully paid up and assessable stock, which shares (« were » or "are now" according to the fact" originally issued to under the thirtieth Section of the Act chaptered of the Statutes of Manitoba, Victoria with the sanction of the Company given at the general meeting holden on the day A.D. 1888.
NOTE: This Act replaces S.M. 1888, c. 51.