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The Portage and South-Western Railway Company Incorporation Act
This is an unofficial version.
If you need an official copy, use the bilingual (PDF) version.

This version is current as of July 20, 2017.
It has been in effect since November 14, 1990, when this Act came into force.
 

RSM 1990, c. 137

The Portage and South-Western Railway Company Incorporation Act

WHEREAS An Act to Incorporate "The Portage and South-Western Railway Company" was assented to March 18, 1903;

WHEREAS the preamble to this Act when it was originally enacted provided as follows:

WHEREAS the construction of a railway, hereinafter described, will be of general benefit to the Province of Manitoba:

AND WHEREAS a petition has been presented, praying for the incorporation of a company to construct and operate a railway, as hereinafter set forth, and it is expedient to grant the prayer of the said 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:

Incorporators

1           Hugh Armstrong, of the Town of Portage la Prairie, in the Province of Manitoba, fish dealer; Ambrose H. Dickens, of the said Town of Portage la Prairie, bank manager; Michael Blake, of the City of Toronto, in the Province of Ontario, gentleman; Thomas A. Newman, of the Town of Portage la Prairie aforesaid, merchant, and Edward Anderson, of the Town of Portage la Prairie aforesaid, barrister-at-law, together with such persons as become shareholders in the company hereby incorporated, are hereby constituted a body corporate under the name of "The Portage and South-Western Railway Company," hereinafter called "the Company."

Head office

2           The head office of the Company shall be in the Town of Portage la Prairie.

"Railway Act" to apply

3           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, and shall apply to the said Company and to the railway to be constructed by them, excepting so far as the same may be inconsistent with the express enactments hereof, and the expression "this Act," when used herein, shall be understood to include the clauses of the said Railway Act as aforesaid.

Lines to be constructed

4           The said Company may lay out, construct and operate a line of railway of the gauge of four feet 8½ inches, from a point in or near the Town of Portage la Prairie and running in a south-westerly direction to a point in or near Belmont station (on the Morris-Brandon branch of the Canadian Northern Railway); also may lay out, construct and operate a line of railway, of the gauge of four feet 8½ inches, from a point in or near the Town of Portage la Prairie and running westerly to a point in or near the City of Brandon.

Provisional directors

5           The persons mentioned by name in the first section of this Act are hereby constituted provisional directors of the said Company.

Capital stock

6           The capital stock of the Company shall be five hundred thousand dollars, and may be called up by the directors from time to time, as they deem necessary, but no one call shall exceed ten per cent. on the share subscribed.

Number of directors

7           At such meeting the subscribers for the capital stock assembled, who have paid all calls due on their shares, shall choose five persons to be directors of the Company, one or more of whom may be paid directors of the Company.

Issue of bonds

8           The Company may issue bonds, debentures or other securities to the extent of sixteen thousand dollars per mile of the railway and branches, and such bonds, debentures or other securities may be issued only on proportion to the length of railway constructed or under contract to be constructed.

Lease or sale of railway to other company

9           The Company may enter into an agreement with another company or companies for conveying or leasing to such company or companies the railway of the Company hereby incorporated, in whole or in part, or any rights or powers acquired under this Act, as also the surveys, plans, works, plant, material, machinery and other property to it belonging, or for an amalgamation with such company or companies, on such terms and conditions as are agreed upon, and subject to such restrictions as to the directors seem fit:  provided that such agreement has been first sanctioned by two-thirds of the votes at a special general meeting of the shareholders duly called for the purpose of considering the same, at which meeting shareholders representing at least two-thirds in value of the stock are present in person or represented by proxy, and that such agreement has also received the approval of the Lieutenant-Governor-in-Council.

Facilities for loading of grain

10          The Company shall, at all stations upon their railway, always permit the loading of grain into cars from farmers' vehicles or flat warehouses, subject to reasonable regulations to be made by the said Company, and shall at all reasonable times afford proper facilities therefor.

Facilities for interchange of traffic

11          The Company agrees to afford all reasonable facilities to any other railway company for the receiving and forwarding and delivery of traffic upon and from the line of railway belonging to or worked by such companies respectively, and the Company shall not make or give undue or unreasonable preference or advantage to or in favor of any particular person or company, or any particular description of traffic in any respect whatsoever, nor shall the Company subject any particular person or company, or any particular description of traffic, to any undue or unreasonable prejudice or disadvantage whatsoever, and the said Company shall afford all due and reasonable facilities for receiving and forwarding by its railways all the traffic arriving by such other railway or railways without any unreasonable delay, and without any such preference or advantage or prejudice or disadvantage as aforesaid, so that no obstruction is presented to the public desirous of using such railways as a continuous line of communication, and so that all reasonable accommodation by means of the railways of the several companies is at all times afforded to the public in that behalf, and any agreement made between the Company and any other company or companies contrary to this agreement shall be null and void.

Government to control rates

12          The maximum rates or charges for the carriage of freight or passengers of the Company on or upon any lines of railway operated under the provisions of this Act shall before being put into operation and effect receive the approval of the Lieutenant-Governor-in-Council.

Commencement and completion of railway

13          The construction of the railway hereby authorized shall be commenced within two years and shall be completed within four years from the date of the coming into force of this Act

Telegraph and telephone lines

14          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 said railway, not being bridges over any navigable river or rivers, unless such bridge or bridges over such navigable rivers or waters has or have been authorized by the Governor-General-in-Council.

Powers of the provisional directors

15          Four of the provisional directors of the Company 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 from any Government or from any person or persons, or bodies corporate and politic, except municipal corporations, and to enter into any agreements respecting the condition or disposition of any such grant, loan, bonus or gift as aforesaid.

Capital stock

16          The capital stock of the Company shall be five hundred thousand dollars, 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, with power to the said Company to increase the amount of such capital stock; and the money so raised shall be applied, in the first place, in the payment of all fees, expenses and disbursements for procuring the passing of this Act, 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.

When stock subscriptions to be binding

17          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.

Bonuses and grants in aid of Company

18          The said Company may receive, either from any Government or from any persons or bodies corporate or politic except municipal corporations, bonuses, lands and loans, or gifts of money or securities for money, howsoever granted, in aid of the construction, equipment and maintenance of the said railway.

0hen first meeting of shareholders to be called

19          As soon as the capital stock of the said Company, to the extent of at least one hundred thousand dollars, has been subscribed, and ten per cent. thereof paid into some chartered bank in the Province of Manitoba to the credit of the Provincial Treasurer (which on no account shall be withdrawn therefrom unless for the service of the Company), the provisional directors shall call a meeting of the subscribers to the said capital stock, who shall have so paid up ten per cent. thereof, for the purpose of electing directors of the said Company.  The said sum, so deposited as aforesaid, may be refunded to the said Company by the Provincial Treasurer, for division amongst the contributors, without being applied in the construction of the railway, but if so withdrawn the powers conferred by this Act shall ipso facto cease and determine.  The said provisional directors shall call such meeting by giving at least two weeks' previous notice of such meeting in a newspaper published in Portage la Prairie, and also by circular, addressed by mail, to each subscriber, stating the time, place and purpose of the said meeting; and at such general meeting the shareholders may choose seven persons, qualified as hereinafter mentioned, to be the directors of said Company (of whom four 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 are not inconsistent with this Act and The Railway Act of Manitoba.

One vote for each share

20          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.

Qualification of directors

21          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.

Subsequent annual general meetings

22          Thereafter the general annual meeting of the shareholders of the said Company shall be held at such place in the town of Portage la Prairie, or other places as shall by by-law be decided, and on such 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 a newspaper published daily in the Town of Portage la Prairie during the four weeks preceding the meeting.

Special general meetings

23          Special general meetings of the shareholders of the said Company may be held at such places in the Town of Portage la Prairie or other places, 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.

Who may be shareholders

24          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 said Company.

Issue of bonds

25          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 that 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 a rate of interest not exceeding six per cent. per annum; 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 sixteen 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. or 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 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.

Bonds to be first charge on property of Company

26          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 required; 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.

Holders of bonds in default to have rights and privileges of shareholders

27          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 payment 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.

Transfer of bonds

28          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 effected 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.

Calls on stock

29          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.

Directors proxies

30          Any director may appoint another director to be his proxy and to vote for him at the board.  The appointment may be as follows or to a like effect:--

I appoint                              , of                       , one of the directors of the Portage and South-Western Railway Company, to be my proxy as a director of that Company, and, as such proxy, to vote for me at all meetings of the directors of that Company, and generally to do all that I could myself do as such director if personally present at such meeting.

Dated this                day of           , A.D. 19      .

Amalgamation with or sale to other Company

31          The said Company may amalgamate with any other railway company, or may sell and transfer its own franchise and undertakings to any other company.

Power to purchase other lines of railway

32          The Company shall have the power of purchasing lines of railway already constructed, or which may hereafter be constructed, and all branch lines in connection therewith, with the rights and privileges appertaining thereto.

And to lease or make running arrangements with other railways with approval of shareholders

33          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 of 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.

Acquisition of lands for purposes of the railway

34          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.

Issue of paid-up shares

35          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 services of contractors or engineers employed by the Company; provided, always, that no such paid-up shares shall be issued--

In payment for property or services

(1) Except in payment for right-of-way, plant, rolling stock, materials or services as aforesaid;

When conveyed or rendered

(2) Or 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;

With sanction of shareholders

(3) Or 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 sometime 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;

Form and contents of certificates for such shares

(4) Or 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, which certificate shall state 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;

What transfer of shares must show

All transfers of such shares shall show 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.

Not intended to encroach upon Dominion jurisdiction

36          Nothing herein contained shall be construed to contravene the jurisdiction of the Parliament of the Dominion of Canada, and the provisions of this Act shall in all cases be deemed and construed to be limited to the jurisdiction of the Legislature of the Province of Manitoba.

37          This Act shall come into force on the day that it is assented to.

SCHEDULE A

Know all men by these presents, that

I,                            do hereby, in consideration of                        paid to                    by The Portage and South-Western Railway Company, the receipt whereof is hereby acknowledged, grant, bargain, sell, convey and confirm unto the said Company, their successors and assigns forever all that certain parcel or tract of land situate (describe the land), the same having been selected and laid out by the said Company for the purposes of the railway or for purposes connected with their railway, to have and to hold the said land and premises, together with everything pertaining thereto, to the said Company, their successors and assigns forever.

As witness my (or our) hand (or hands) and seal (or seals) this             day of               A.D. one thousand nine hundred and           .

Signed and sealed

in the presence of

SCHEDULE B

Each share $                        Total capital stock,

$              

THE PORTAGE AND SOUTH-WESTERN RAILWAY COMPANY.

                      of                  is the holder of              shares in the capital stock of the Company, as fully paid-up and unassessable stock, which shares were (or are now, according to the fact) originally issued to                        under the thirty-fifth section of the Act chaptered                  of the Statutes of Manitoba, 3 Edward VII, with the sanction of the Company given at a general meeting holden on the                    day of             A.D. 19     .

NOTE:  This Act replaces S.M. 1903, c. 64.