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The Winnipeg and Northern 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 September 22, 2017.
It has been in effect since November 14, 1990, when this Act came into force.
 

RSM 1990, c. 215

The Winnipeg and Northern Railway Company Incorporation Act

WHEREAS An Act to incorporate "The Winnipeg and Northern Railway Company" was assented to March 16, 1906;

WHEREAS the preamble to this Act when it was originally enacted provided as follows:

WHEREAS certain persons have, by their petition, prayed that they may be incorporated under the title of "The Winnipeg and Northern Railway Company," for the purpose of constructing and operating a line of railway, operated by electricity, steam or other power, and telegraph and telephone lines, from a point east of the Red River in or near the City of Winnipeg to a point at or near East Selkirk (keeping on the east side of the Red River), and from there to Fort Alexander, with branch lines to any point or points on Lake Winnipeg, with power to acquire the right to build such railway, lines of telegraph and telephone, on the public highways or otherwise, and with other powers hereinafter named; and whereas 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, as amended, 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           William Robinson, of the City of Winnipeg, in the Province of Manitoba, lumberman; Hugh Armstrong, of the Town of Portage la Prairie, merchant; Orton I. Grain, of the Town of Selkirk, physician, and Alfred E. Hoskin, of the City of Winnipeg, barrister-at-law, all in the Province of Manitoba, and such other persons as shall hereafter become shareholders of the said company, are hereby constituted a body corporate and politic under the name of "The Winnipeg and Northern Railway Company," hereinafter called "the company."

Capital stock

2           The capital stock of the company shall be two hundred thousand dollars, divided into two thousand shares of one hundred dollars each, with the privilege and power of increasing said capital stock, from time to time, by a resolution of the shareholders approved of by the votes of the holders of a majority of the issued stock of the company, upon which all calls have been paid, present or represented by proxy at any annual meeting or at any special meeting of the shareholders duly called for such purpose; and, should the capital stock be increased, the shareholders at any time of such increase shall be entitled to a pro rata allotment of such increase.

Head office

3           The head office of the company shall be at the City of Winnipeg, in the Province of Manitoba, or such other place in the said Province as may be from time to time determined by by-law, but shareholders' or directors' meetings may be held either within or outside of the Province of Manitoba, as may be decided upon by by-law of the company.

Provisional directors

4           The persons named in the first section of this Act, with power to add to their number, as shall be provided by the by-laws of the company, shall be and they are hereby constituted the provisional directors of the company, a majority of whom shall form a quorum, and shall have power to obtain subscriptions for stock and to organize the company and shall have all the powers which are conferred upon the directors by this Act and all other powers as are vested in ordinary directors under The Manitoba Railway Act, and shall hold office until after the first election of directors as herein provided for.

When first meeting of shareholders to be called

5           As soon as twenty thousand dollars of the capital stock shall be subscribed and twenty per cent. of such subscribed capital shall have been paid, the company may begin to exercise the powers hereby granted and the shareholders shall thereupon proceed to the election of the board of directors and the provisional directors, or a majority of them, shall call a meeting of shareholders for that purpose.

Board of directors

6           The board of directors shall consist of five members of the company, or such greater number not exceeding twelve, as may be decided by a by-law and shall be elected annually at a general or special meeting called in accordance with the provisions of this Act.  Such election shall be by a majority of votes of the shareholders, who shall have paid all calls made upon the stock held by them, present at the meeting either in person or represented by proxy, and the voting shall be by ballot.  Each share shall represent one vote, and no person shall be disqualified from being a director or a provisional director of the said company by reason only that the said company has entered into, or may or do hereafter enter into, any contract or agreement with him or them for any of the purposes for which the said company are hereinafter authorized to issue in payment fully paid up shares, as is more particularly provided in section 11.

Qualifications of directors

7           No person shall be qualified to be elected as such director by the shareholders unless he is a shareholder in the company holding at least ten shares of stock, and unless he has paid all calls thereon.

Voting at directors' meetings

8           One or more of the directors may be paid directors, and each of the said directors shall be entitled to vote by proxy, the authority being in writing, such proxy being another director, and a majority of the directors who are present or represented by proxy shall form a quorum at any meeting of such board of directors.

Calling of general meetings

9           There shall be a general meeting of the company each year, and the board of directors shall have power to make by-laws governing the calling of such meetings or of any meeting of the company; but notwithstanding such by-law or by-laws the president or a majority of the directors, or twenty-five per cent. in value of the shareholders who shall have paid all calls on the stock held by them, shall have power at any time, upon giving thirty days' notice, by advertising the same four issues of The Manitoba Gazette and in four issues of a daily newspaper published in the City of Winnipeg, stating the nature of the business to be transacted thereat, and by mailing a notice to the shareholders by registered mail, to call a special general meeting of the company, at which a majority in value of the shareholders, who shall have paid all calls on the stock held by them, shall constitute a quorum, and at such special meeting there shall not be transacted any business of the company except that which shall have been stated in the notice calling such meeting.

President and vice-president

10          The directors so chosen shall immediately thereafter hold a meeting, at which they shall elect one of their number to be president, and another to be vice-president, and such directors shall continue in office for one year or until others have been chosen to fill their places, as provided hereinbefore or by the by-laws of the said company; and, if any vacancy shall at any time occur, by death, resignation or otherwise, during said year in the offices of president or vice-president or directors, the remaining directors shall fill such vacancy by appointing a president or vice-president or a director or directors for the remainder of the year and until others have been chosen to fill their places.

Issue of paid-up and non-assessable stock

11          The directors of the company may make and issue, as fully paid up and non-assessable stock, shares in the company, whether subscribed for or not, and may allot and hand over such stock in payment for property, real or personal, or for franchises, rights, powers, privileges, letters patent of invention, machinery, rolling stock or plant or for stock in any other company with which it may amalgamate, or in payment for any of the services, or for any leasing, hiring or purchasing, or for or in consideration of any contract of agreement which the company are authorized to enter into by section 23 hereof, or for the purchase of any material of any kind, or for right-of-way, and also for the services of contractors, engineers, solicitors, agents or employees of the company, or for service heretofore or hereafter rendered to the company by any person or persons, corporation or corporations, including expenses of and services rendered for and in connection with the incorporation and organization of the company, and such issue and allotment of stock shall be binding upon the companies, and such stock shall not be assessable for calls; and may sell or dispose of its stock, at such discount or price, and in such manner, as may be authorized by a by-law of the directors, and may pledge any unissued shares of the company for the payment of loans or advances made or to be made thereon or for the payment of any moneys borrowed by or advanced to the company.

Directors to control issue and transferring of shares

12          The stock of the company shall be deemed personal estate, and shall be transferable in such ways and subject to such exceptions as the directors shall by by-law direct, and the original or elected directors of the company may, in their discretion, exclude any person, firm or corporation from subscribing for stock in the said company or from being a transferee thereof, and may rescind the subscription and return the deposit of any person, firm or corporation, or refuse to accept the transfer of any stock to any person, firm or corporation, if they be of the opinion that such person, firm or corporation would hinder, delay or prevent the company from proceeding with or completing its undertaking.

Other legislation to apply

13          The several clauses of The Manitoba Railway Act and of The Manitoba Expropriation Act shall be and the same are hereby incorporated with and shall be deemed to be a part of this Act, and the expression "this Act", when used in this Act shall be understood to apply and include the clauses of The Manitoba Railway Act and The Manitoba Expropriation Act, in so far as they can be made applicable, and except in so far as they may be inconsistent with the express enactments hereof.

Compensation to owners of property

(a) The said company shall make fair and full compensation to all owners of property which may be taken, used, flooded or injuriously affected by any of its works, and shall have the right to use and acquire all such properties on payment therefor, the amount or amounts to be paid to be ascertained and determined under the provisions of the said Railway Act and the said Expropriation Act so far as they can be made to apply, in the event of a disagreement as to price, but the power of expropriation shall not apply to powers contained in sub-sections (a), (b), (c), (d), (e) and (f) of section 16 hereof.

Location of the railway

14          The company shall have power to construct, maintain, equip, furnish, operate, alter and keep in repair a railway, operated by electricity, steam or other power, with double or single tracks, with necessary switches, side tracks and turnouts for the passage of cars, carriages or other vehicles, and wherever desired by the company, and crossing the lines of any other railway company, from some terminal point on the east side of the Red River in or near the City of Winnipeg, northwards, and on the east side of the Red River, to a point at or near East or West Selkirk, and from there to Fort Alexander, touching, if desired, any point to any other point, and to construct a branch line or branch lines to any point or points on Lake Winnipeg or elsewhere in the Province of Manitoba, east of the Red River, and to purchase therefor and equip said railway with all necessary rolling stock, locomotives, engines, buildings, power houses and electric and other appliances, to erect stations at suitable points along said railway, and to transport and carry passengers and freight upon said railway.

Telegraph and telephone lines

15          The company shall have power to construct and operate a telegraph line or lines, and such telephone line or lines, along the said railway, as shall be necessary in carrying on the business of the company, and to construct and maintain such bridges as shall be necessary or convenient for the use of said railway, except bridges over any navigable river or water, unless such last mentioned bridges have been authorized by order of the Governor-General-In-Council.

General Powers

16          The Company is hereby authorized and empowered, from and after the passing of this Act, to carry on the business of developing, constructing and utilizing water powers and electrical, steam and other powers, and of producing, manufacturing, transmitting, supplying, selling, leasing and disposing of power, light, heat and electricity, and motive power generated and produced by electricity, steam, water or other power, and any other purposes for which the same may be used, and may acquire, construct, equip, maintain and operate all necessary works at any and all points within the Province of Manitoba, east of the Red River, for the purposes aforesaid, and for the transmission and utilization of electricity and water and other power for the purposes aforesaid, including dams, wing dams, docks, poles, cables, wires, pipes, conduits, mains, flumes, race ways and appliances of every kind necessary and advisable therefor.

Use of streets and highways for poles, wires, etc.

(a) The company may also carry on the business of producing, selling leasing and disposing of, in any manner they see fit, electric or other light, heat or power, in any city, town or municipality, and for such purposes or for any other purpose of the company shall, when and in such manner as may be authorized by by-law of the council of such city, town or other municipality, have the right to erect, place and maintain, and re-erect and renew from time to time as required, all necessary poles, wires, cables, pipes, mains, conduits and appliances upon, in, along and under and along the streets or highways of any city, town or municipality, and shall at all times have the right to have free access to such poles, cables, wires, pipes, conduits or appliances without let or hindrance.

Power to deal in lands, erect buildings, improve lands

(b) The company shall have the power to buy, hold, lease, work, sell or otherwise dispose of and deal in lands, and shall also have the power to purchase, acquire, hold or lease lands for the purpose of town sites, parks, pleasure grounds and market gardens, or any other purpose of the company, and to sell the same; to lay out and survey the same and erect houses, hotels and other buildings thereon; to break up, cultivate, fertilize and improve such lands, plant trees, make roads, paths, fences and enclosures, and do such other acts as will add to the utility, convenience, beauty and enjoyment of said lands for any of the purposes of the company.

Acquisition and use of other kinds of property

(c) The company may lease, acquire and dispose of buildings, works, ships, wharves and water and other rights and powers, and may acquire, make, lease, improve and dispose of harbors and canals, and may lease, acquire and dispose of timber berths, timber licenses, hydraulic properties, buildings, docks, flumes, bridges, ditches, canals and other works, and may acquire, lease and dispose of any business, undertakings, privileges or rights of any other company or individual within any of the objects of the company, and lands, properties, contracts, limits and liabilities appertaining to the same, and such other companies or persons are hereby empowered to sell, convey or lease to the company such business, privileges, rights, contracts, limits, liabilities or any part thereof, and thereafter the company may exercise, dispose of and utilize the same.

May carry on business as a navigation company

(d) The company is authorized and empowered to make, build, construct, purchase, possess, lease or sell tugs, tow-boats, barges, steam vessels, ships or craft as they shall require, and to sail, tow, operate and use the same in navigating any lake, stream or waterway, and to take, carry, transport and convey persons and goods thereon in connection with said railway or otherwise, and to demand, charge and collect tolls therefor.

Supplying sand, lime, gravel, stone, etc.

(e) The company is authorized and empowered to carry on the business of selling and supplying sand, lime, gravel and stone for masonry or any other uses, and for the purpose of conducting said business shall have power to purchase, acquire, hold, lease, sell or exchange lands containing sand or gravel beds or stone in places suitable for quarrying purposes, and to dig, sift, make, sell and supply such sand, lime and gravel, and to blast, quarry, crush, trim and shape such stone suitable to the purposes for which it may be required, and to sell, furnish and supply the same, to acquire and operate all necessary plant and machines, and to do such other acts as are usual in connection with such business.

Lumber and fuel business

(f) The company is authorized and empowered to carry on a general lumber and fuel business, and for such purpose shall have power to acquire timber limits, erect and operate saw mills, and mills for the manufacture of pulp wood, pulp and paper and of all mineral and chemical substances necessary or advantageous therefor, and to manufacture and deal in such by-products thereof as the company may deem advantageous, and to chop and saw timber and manufacture the same into lumber, pulp or wood suitable for fuel, to enter into contracts to sell and supply such pulp, pulp wood and paper, wood and timber, and to acquire, purchase, lease and hold lands for mill sites, lumber, pulp or wood yards and to engage in lumbering and any manufacture relating thereto, and to transact and carry on all matters usually connected with such businesses.

Crossing highways

17          The company shall have full power and authority to construct and carry the railway tracks, poles, wires, conduits and other appliances, and to run and operate their cars and carriages, across (but not lengthwise along) any highways, lanes or streets in any city, town or rural municipality without the consent of such city, town or rural municipality.

Use of streets and highways for poles, wires, etc.

18          The company shall have full power and authority to use and occupy any and such parts of any streets or highways aforesaid as may be required for the purposes of their railway tracks, poles, conduits, wires, pipes, works and appliances, the laying or erecting of poles, cables, wires, conduits, pipes, rails and other works and appliances, and the running of their cars and carriages; provided always that the consent of the city, town or municipalities, respectively shall (except as provided in section 17, in which cases such consent shall not be necessary) be first had and obtained, who are hereby respectively authorized to grant permission to the said company to construct and operate their railway and works as aforesaid within their respective limits, in, upon, along and under and along, and to use and occupy, the said streets or highways or any part of them for such purposes, upon such conditions and for such period or periods as may be respectively agreed upon between the company and the city, town or other municipalities aforesaid, or any of them, not, however, to extend beyond thirty years from the date of the passage of this Act.

Tracks on streets and highways

19          The rails of the railway, when the railway is constructed lengthwise along the street or highway as aforesaid, shall be laid flush (as nearly as practicable) with such street or highway, and the railway track shall conform to the grades of the same, so as to offer the least possible impediment to the ordinary traffic of the said streets and highways, consistent with the proper working of said railway.

Agreements with municipal councils as to railway, telegraph and telephone lines

20          The council of any city or town, and of any of the municipalities in the Province of Manitoba, wherein the company shall carry on or desire to carry on its operations, and the said company are hereby respectively authorized to make and enter into any agreement or covenant relating to the construction of any such line of railway, any telegraph or telephone lines for the purposes of the company, or any electrical or other power, pipes, cables, conduits or wires, and to the construction, opening up, grading, repairing and paving of any streets, bridges or highways, drains or sewers and the laying of electrical or other wires, cables, water or other pipes and appliances in, upon, along or under and along such streets and highways, and the location of such railway, water and water pipes, cables, conduits, wires and appliances in, upon, along or under and along such streets or highways, and as to the manner of carrying on and constructing and maintaining any of the said works, and the time and speed of running cars lengthwise along such streets and highways, the amount of fares to be paid by the passengers, and generally for the securing of the safety and convenience of passengers and the public, the conduct of the agents and the servants of the company, and the manner of operating and maintaining all of such works.

Passing by-laws to carry agreements into effect

21          The said cities, towns and municipalities are hereby authorized to pass any and all by-law or by-laws for the purpose of carrying into effect any such agreements and covenants, and containing all necessary provisions, clauses, rules and regulations for the conduct of all parties concerned, and for enjoining obedience thereto, and also for facilitating the running of the company's cars and the carrying on of its business and operations, and for regulating the traffic an conduct of all persons travelling upon the streets and highways through which such railway may pass or such works be carried on.

Appeal to government when parties fail to agree on terms, etc.

22          In the event of the company and any city, town or municipality failing to agree as to the terms upon which the company shall be allowed to exercise any of its franchises or rights hereby conferred, there shall be an appeal to the Lieutenant-Governor-in-Council, who shall have the right to determine any dispute and fix the conditions upon which the company may exercise such rights within any such city, town or municipality and grant the necessary consent thereto, and the decision of the Lieutenant-Governor-in-Council in any such case shall be final and binding on all parties.

Agreements and running arrangements with other railway company

23          It shall be lawful for the said company to enter into any agreement with any other company, corporation or persons, for the construction, completion, equipment and operation of any line of railway in the City of Winnipeg or between the City of Winnipeg and the extended terminus or terminal of the railway of this company, within the powers of such other company, or for leasing, hiring or purchasing the franchises, rights, powers, assets, plants, appliances and properties, real and personal, belonging to any such company, or for making running arrangements or amalgamating with any such company, under such name as may be agreed upon between them, or may sell, lease or transfer to any such other company, on such terms and for such price as may be agreed on, its assets, powers, rights, plants, appliances, undertakings, franchises and properties, real and personal, or any of them, and any other company may amalgamate with the company or may sell, lease or transfer to the company the assets, powers, rights, plants, appliances or franchises or property, real or personal, of such other company or any of them, or for entering into agreement with such company, or any other company, for leasing, using or hiring any plant, rolling stock or other property, and any power, heat or light belonging to such other company or to this company, or either or both, or purchasing any service to be rendered by the one company to the other or others, and the compensation therefor; such agreements to be approved by a majority of said shareholders of the company who have paid all calls upon stock held by them, voting in person or by proxy at any annual meeting of the company, or at a special meeting of the company called for that purpose in accordance with this Act, and every such agreement, when so approved, shall be valid and binding according to the terms and tenor thereof; and, in cases of an amalgamation, lease, sale or transfer under this Act, the amalgamated company, or the company to which such lease, sale or transfer is made, shall have all rights of exercising the powers, privileges and franchises and rights of the companies entering into such agreement or a party to such sale, lease or transfer.

Penalty for refusing to pay fares on cars

24          The fare shall be due and payable by every passenger on entering the car, and any person refusing to pay the fare when demanded by the conductor or driver, and refusing to quit the car, shall be liable to a fine of not less than one dollar, and of not more than twenty dollars, besides costs, recoverable upon conviction before any justice of the peace, and, upon default of payment of said fine and all costs forthwith, to imprisonment in the common gaol for a period of not more than thirty days.

Contracts with municipalities for paving or otherwise improving streets or highways

25          The company is authorized and empowered to enter into a contract with the City of Winnipeg or any municipality or corporation for graveling, grading or otherwise improving their streets, highways or lanes, and, for the purpose of carrying out such contract, to purchase, hire, rent or otherwise acquire all necessary animals, plant, wagons, tools, machines and appliances, and to do such other acts as are necessary to the due fulfilment thereof.

Form of conveyance of land to company

26          All deeds and conveyances of land to the said company, for the purpose 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 like effect.

Powers of the directors

27          The directors shall have full power and authority to make, amend, repeal and re-enact all such by-laws, rules and regulations as shall appear to them proper and necessary touching the well ordering of the company, the acquirement, management and disposition of its stock, property and effects, and of its affairs and business, the issue of preference or debenture stock and the increase of the amount of its capital stock, the management and collection of calls on its stock and sale thereof for non-payment, the increasing or reducing of the number of directors, the entering into contracts and arrangements with any city, town or municipality, the declaration and payment of dividends out of the profits of the company, the form and issuing of stock certificates, and the transfer of shares, the calling of special and general meetings of the company, the appointment, removal and remuneration of all officers, agents and clerks and workmen and servants of the company, the fares to be received and rates and charges to be made on the said railway an for any of the products of the company and for the electrical, water and other powers and light and heat to be developed, manufactured, used and supplied by the company, and in general to do all things that may be necessary to carry out the objects of and to exercise on any of the powers incident to the company; but the powers, as to preference or debenture stock, the issue of bonds, increasing or decreasing the number of directors, but the powers conferred by sections 11 and 23 hereof, and the issue of bonds, the increasing or decreasing the number of directors, shall be exercised only when sanctioned by two-thirds of the shareholders of the company, who shall have paid all calls on the stock held by them, either in person or represented by proxy, at an annual meeting of the company or at a special meeting of the shareholders called for that purpose.

Rights of the company when customer discontinues use of any service or when company desires to discontinue the service

28          If a customer of the company gives notice of his intention to discontinue the use of electricity, electric current or light, or other light or power or water or other service furnished by the company, or if the company lawfully refuses to continue any longer to supply the same, the officers and servants of the company may at all reasonable times enter the premises in and upon which such customer was so supplied, for the purpose of removing therefrom any fittings, machines, apparatus, wires, pipes, meters or other things, being the property of the company or in or upon such premises, and may remove the same, doing no unnecessary damage.

Remedies for recovery of charges for services

29          If any person, supplied by the company with electricity, electric current, or light or other light or power or water or other service, neglects to pay the rent, rate or charge due to the company at any of the times fixed for the payment thereof, the company or any person acting under its authority, on giving ten days' previous notice, may stop the supply of electricity, electric current or light or other light or power or water or other service from entering the premises of the person in arrear as aforesaid, by cutting off the service, wires or wire or pipes, or by such other means as the company or its officers see fit, and may recover the rent or charge due up to such time, together with the expense of cutting off the same, as the case may be, in any competent court, notwithstanding any contract to furnish for a longer time; and in all cases in which the company may lawfully cut off and take away such supply from any house, building or premises the company, its agents and workmen, upon giving forty-eight hours' previous notice to the person in charge or the occupier, may enter into the house, building or premises, between the hours of nine o'clock in the forenoon and four o'clock in the afternoon, causing as little disturbance and inconvenience as possible, and may remove and take away any wire, pipes, meter, cut-off, guard, branch, lamp, fittings or apparatus the property of and belonging to the company, and any servant or person employed by the company duly authorized may, after giving forty-eight hours' previous notice as aforesaid, and between the hours aforesaid, enter into any house, building and premises into which such supply has been taken for the purpose of repairing and making good, renewing or replacing any wires, pipes, meters, fittings or apparatus belonging to the company or used for its purposes or any of them.

General borrowing powers

30          The directors of the company may, in addition to the powers hereinafter conferred, borrow money for any of the purposes of the company, and may secure the repayment of any moneys so borrowed, or any other moneys owing by the company, in such manner and upon such terms and conditions as the directors see fit, and particularly by the mortgage, pledge or hypothecation of all or any of the assets, property, powers or franchises of the company, subject, however, to the rights of the bondholders of the said company, if any, as hereinafter provided.

Issue of bonds or debentures

31          The directors of the company may, subject to the provisions of this Act, issue bonds, debentures or other securities, signed by the president or other presiding officer and countersigned by the treasurer, which countersignature and signature to the coupons attached to the same may be engraved, and such bonds, debentures or other securities may be made payable at such times and in such manner, and at such place or places in Canada or elsewhere, and may bear such rate of interest, not exceeding six per cent. per annum, as the directors may think proper.

Disposition of same

32          The directors may issue and sell or pledge all or any of the said bonds, debentures or other securities, at the best price and on the best terms and conditions which at the time they may be able to obtain, for the purpose of raising money for prosecuting all or any of the undertakings of the company, and may use the same in payment for any property or for any of the purposes for which the said company are authorized to issue in payment fully paid-up and non-assessable stock of the said company, as more particularly provided in section 11 hereof.

No bond to be for less than $100

33          No such bond, debenture or other security shall be for a less sum than one hundred dollars.

Successive issues of bonds

34          The power of issuing bonds conferred upon the company shall not be construed as being exhausted by any issue, but such powers may be exercised from time to time as the directors may deem necessary for all or any of the purposes of the company.

Security for bonds or debentures by mortgage on the property

35          The company may secure such bonds, debentures or other securities by a mortgage deed, creating the same mortgages, charges and incumbrances upon the whole or any portion of such property, assets, rents and revenue of the company, present or future, or both, as are described in the said deed, but such rents and revenues shall be first subject to the payment of the working expenses of the company, and by the said deed the company may grant to the holders of such bonds, debentures or other securities, or the trustees named in such deed, all and every the powers, rights and remedies granted by this Act in respect of the said bonds, debentures or other securities and all other powers, rights and remedies not inconsistent with this Act, or may restrict the holders in the exercise of any power, privilege or remedy granted by this Act, as the case may be, and all powers, rights and remedies so provided for in such mortgage deed shall be valid and binding and available to the said holders in manner and form as therein provided.

Bonds or debentures to be first charge on all property except that acquired under s. 16(b)

36          The bonds, debentures or other securities hereby authorized shall be taken and considered to be a first preferential lien and charge upon the company and the franchises, undertakings, tolls and income, rents and revenues, except as aforesaid, and the real and personal property thereof at any time acquired, except as otherwise provided in such mortgage deed, if any, and saving and excepting always such real and personal property as the company shall possess, occupy or acquire under sub-section (b) of section 16 of this Act.

Bondholders to be mortgagees pro rata

37          Each holder of the said bonds, debentures or other securities shall be deemed to be a mortgagee or incumbrancee upon the said securities pro rata with all other holders, and no proceedings authorized by law or this Act shall be taken to enforce payment of the said bonds, debentures or other securities, or for the interest thereon, except through the trustee or trustees appointed by or under such mortgage.

On default, holders of bonds to have rights of shareholders

38(1)       If the company make default in paying the principal of or interest on any of the bonds, debentures or other securities hereby authorized, at the time when the same by the terms of the bond, debenture or other security become due and payable, then at the next annual meeting of the company, and all subsequent meetings while such default continues, all holders of bonds, debentures or other securities shall, in respect thereof, have and possess the same rights and privileges and qualifications for being elected directors and voting at general meetings as would attach to them as shareholders if they held fully paid up shares of the company of a corresponding amount.

If so provided in the mortgage and if bonds registered

38(2)       The rights given by this section shall not be exercised by such holder unless it is so provided by the mortgage deed, nor unless the bond, debenture or other security in respect of which he claims to exercise such rights has been registered in his name, in the same manner as shares of the company are registered, at least ten days before he attempts to exercise the right of voting thereon, and the company shall be bound on demand to register such bonds, debentures or other securities, and thereafter any transfer thereof may be made in the manner as shares or transfers of shares are made.

Other rights of bondholders not affected

38(3)       The exercise of the rights given in this section shall not take away, limit or restrain any of the rights or remedies to which the holders of the said bonds, debentures or other securities are entitled upon the provisions of such mortgage deed.

Transfer of bonds

39          All bonds, debentures or other securities hereby authorized may be made payable to bearer and shall in that case be transferable by delivery until registration thereof as hereinbefore provided, and, while registered, in the same manner as the transfer of shares.

Bills and notes

40          The company may become a party to promissory notes and bills of exchange, and every note or bill made, drawn, accepted or indorsed by the president or vice-president of the company, or other officer authorized by the by-laws of the company, and countersigned by the secretary or other officer of the company authorized by by-law, shall be binding on the company, and every such note or bill or exchange so made, drawn, accepted or indorsed shall be held to be with proper authority until the contrary is shown, and in no case shall it be necessary to have the seal of the company affixed to such promissory note or bill of exchange, nor shall the president or vice-president or secretary, or other officer so authorized, be individually responsible for the same, unless such promissory note or bill of exchange has been issued without proper authority, but nothing in this section shall be construed to authorize the company to issue any note or bill of exchange payable to bearer or intended to be circulated as money or as the note or bill of a bank.

Borrowing on current account or otherwise

41          In addition to the amounts which the company may from time to time borrow, secured or not secured, as aforesaid, the company may borrow on current account, or otherwise, such further sums as the directors may decide are required or necessary for the operations of the company or for the acquisition of any property, right, power or privilege.

Gifts, bonuses or aid from municipalities, individuals or corporations towards construction of any of the company's works

42          The company may receive, either by grant, gift or otherwise, from any government, or from any city, town or municipality in Manitoba with leave to grant the same, or from any corporation or person, as aid in the construction of any of the works or operation or person, as aid in the construction of any of the works or operations authorized by this Act, or of carrying on the same, lands, properties, franchises, sums of money or debentures as gifts or by way of bonus or otherwise, and may dispose thereof and may alienate the same in promoting any of the affairs, businesses and operations of the company, and the company may receive exemption from taxation and all other exemptions that may be granted by municipal or other authorities by by-law, resolution or otherwise.

Rights of W.E.S.R. not affected

43          Nothing in this Act contained shall affect or in any way prejudice or infringe on any of the rights or privileges of The Winnipeg Electric Street Railway Company under its contract with the City of Winnipeg or its Act of incorporation.

Time for commencement and completion

44          The works authorized to be constructed under this Act shall be commenced before March 16, 1911, and fully completed before March 16, 1917, and until default is made in the commencement of the said works within the time above limited all the corporate powers of the company shall continue in full force and effect.

Rates must be approved of by L.G. in C.

45          The maximum rates or charges for the carriage of freight or passengers by 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.

Consent of City of Winnipeg and Town of St. Boniface

46          None of the provisions of this Act shall apply to the City of Winnipeg or Town of St. Boniface, except with the consent of the said city or town signified by by-law.

SCHEDULE A

Know all men by these presents, that                                              in consideration of                   dollars to                                                   by "The Winnipeg and Northern Railway Company", now paid, the receipt whereof is hereby acknowledged, do grant all that certain parcel of land situate                                                                               the same having been selected by the Company for the purpose of their railway, to hold with the appurtenances thereof unto the said "The Winnipeg and Northern Railway Company," their successors and assigns.

AS WITNESS                           hand and seal this                         day of                    A.D. one thousand nine hundred and                  .

SIGNED, SEALED AND DELIVERED

In the presence of

NOTE:  This Act replaces S.M. 1906, c. 122, as amended by S.M. 1910, c. 122.