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It has been in effect since November 14, 1990, when this Act came into force.
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R.S.M. 1990, c. 91
The Manitoba Central Railway Company Incorporation Act, 1901
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WHEREAS An Act respecting "The Manitoba Central Railway Company" was assented to March 29, 1901;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS, the construction of the 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 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:
John W. MacDonald, financial agent; George Christie, stock dealer; John W. Irwin, grain dealer; George Pocock, miller; David Forrester, barrister-at-law; James Massie, grain inspector; Jeremiah Sullivan, machinist; Charles Aime, grain dealer; Michael Scott, financial agent; James T. Lovering, butcher; Thomas W. Brown, hotel-keeper, all of the town of Emerson in the Province of Manitoba, and such other persons or 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" hereafter used shall mean "The Manitoba Central Railway Company."
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 except as aforesaid.
The Company shall have full power and authority to locate, lay out, construct, build, equip and operate, alter and keep in repair a railway with double or single steel tracks, commencing at a point at or near the point of junction made by the International Boundary line and the western shore of the Lake of the Woods; thence in a westerly direction to the town of Emerson; thence north-westerly to Rosenfeld; thence north-westerly to a point at or near Roland; thence north-westerly to a point at or near Rathwell; thence north-westerly to a point at or near the town of Carberry; thence northerly to a point at or near the town of Neepawa; thence north-westerly to the western boundary of the Province, together with a branch from a point on the said line at or near Petrel westerly to the western boundary of the Province, and all sidings necessary for the proper operation of the same.
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 unless such bridge or bridges over such navigable rivers or waters has or have been authorized by the order of the Governor-General-in-Council.
The persons named in the first section of this Act shall be and are hereby constituted provisionally the directors of the Company, of whom seven 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 the recovery of 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 or politic, authorized to grant the same, and to enter into any agreements respecting the condition or disposition of any such grant, loan, bonus or gift as aforesaid.
The capital stock of the Company shall be one million dollars, with power to increase the same, to be divided into ten 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 the procuring the passing of this Act, and for the making the surveys, plans and estimates or purchasing those already made, connected with the works hereby authorized; 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.
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.
The Company may receive either from any Government or from any persons or bodies corporate or politic authorized to grant the same bonuses, lands and loans, or gifts or money or securities for money howsoever granted in aid of the construction, equipment and maintenance of the said railway.
As soon as the capital stock of the said Company to the extent at least of 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 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, and the said sum so deposited as aforesaid may be refunded 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 the Manitoba Gazette and in a daily newspaper published in Winnipeg, 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 not less than five nor more than twelve persons, qualified as hereinafter mentioned, to be the directors of the said Company (of whom a majority shall be a quorum) and who shall hold office until their successors are elected, and may also pass rules, regulations and by-laws not inconsistent with this Act.
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.
No person shall be qualified to be elected as such director by the shareholders unless he be a shareholder, holding at least twenty-five shares of stock in the Company, and unless he has paid all calls made thereon.
Thereafter the general annual meeting of the shareholders of the said Company shall be held at such place in the city of Winnipeg or elsewhere, and on such day and hour as may be directed by the by-laws of the said Company.
Special general meetings of the shareholders of the said Company may be held at such place in the city of Winnipeg or elsewhere, and at such time and in such manner and for such purposes as may be provided for the by-laws of the Company.
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 a like effect, and the same may be registered in the proper Registry or Land Titles Office, and the fee on such registration shall be one dollar and no more.
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.
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 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 of the Company provided that the amount of such bonds so issued, sold or pledged, shall not exceed ten 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; 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, privileges 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.
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 other bondholders.
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 is 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-laws 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 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.
All the bonds, debentures 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 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 a 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.
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 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.
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 the of in the
of , one of the directors of The Manitoba Central Railway Company, to be my proxy as 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. .
The said Company may subject to the approval of the Lieutenant-Governor-in-Council, amalgamate with any other railway company, and such amalgamation may be by deed, which, however, shall not have any force or effect until it shall have been submitted to and approved of by the shareholders of both companies at meetings of such shareholders respectively, duly called for the purpose thereof, and approved by them, and by such deed of amalgamation it may be agreed that the amalgamating companies shall thereafter form one company under the name agreed upon and set forth in the said deed, of which change of name and amalgamation notice shall be given by advertisement published for four consecutive issues in the Manitoba Gazette, and after such amalgamation all debts due and owing by the companies parties to such amalgamation shall become due and owing by the amalgamated company in such manner as if they had been originally contracted by it; and upon being approved of by the Lieutenant-Governor-in-Council all the assets and properties of the companies parties to such amalgamation shall become vested in the amalgamated company in such manner and to the same extent as if they had been originally acquired by it, but subject to all liens, privileges and charges thereon, and by such deed the proportion of stock which shall be represented by such company shall be settled and provision shall be made for giving the voting power to the stockholders of such of the companies as shall be entitled thereto, either by retention of the stock originally issued to them or by the conversion thereof on terms which shall be agreed upon by the said deed into stock of the amalgamated company, and by such deed also the number of directors to constitute the board of directors of the amalgamated company shall be fixed and the mode of appointing the first board of directors shall be established, leaving subsequent boards of directors to be elected at the annual meetings of the amalgamated company in the manner provided by law.
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.
The Company shall have power to acquire by purchase or to lease, or to make running arrangements with any rail-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, of which special meeting notice shall be given by publication in at least four consecutive issues of the Manitoba Gazette, to be held for that purpose in accordance with this Act.
It shall be lawful for the Company, subject to the provision hereinafter contained, to enter into an agreement with any other railway company for leasing The Manitoba Central Railway or 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 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.
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 and 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 the 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 for the expropriation of lands.
The construction of the railway hereby authorized shall be commenced within three years, and shall be completed within ten years from the date of the assent to this Act.
The Company may use either steam, electricity or any other power which the Company may deem advisable or expedient for the purpose of drawing or propelling engines, cars, carriages, trucks or other vehicles, or for any other purposes requiring power in connection with said railway.
Paid-up shares may be issued
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 and engineers employed by the Company; provided always, that no such paid-up shares 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 carefully conveyed or furnished to the Company, or such services have been fully and 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 certificates 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 such 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.
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.
The Company is authorized to enter into arrangements for and complete the lease or sale of the lines and property of the Company to any other company, subject, however, to the approval of the Lieutenant-Governor-in-Council being first obtained to such lease or sale and, further, to the first right or privilege of the Government of Manitoba to lease or acquire the lines and property of the Company at or for an amount to be agreed upon between the parties.
This Act shall come into force on the day it is assented to.
Know all men by these presents, that I do hereby, in consideration of to (or as the case may be) by The Manitoba Central 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 situated (describe the land), the same having been selected 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
Each share $ , total capital stock $
The Manitoba Central Railway Company of is 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 Act chaptered of the Statutes of Manitoba, Edward VII, with the sanction of the shareholders of the Company given at a general meeting held on the day of , A.D., .
NOTE: This Act replaces S.M. 1901, c. 60.