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R.S.M. 1990, c. 95
The Manitoba Great Northern Railway Company Incorporation Act
|Table of Contents||Bilingual (PDF)|
WHEREAS An Act respecting the "Manitoba Great Northern Railway Company" was assented to March 10, 1909;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS a petition has been presented, praying for the incorporation of a company for the purposes and with the powers hereinafter set forth, 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:
Louis W. Hill, Robert I. Farrington, James Fisher, Charles P. Wilson, John Francis Fisher, and such other persons and corporations as shall become shareholders in the company hereby constituted, shall be and are hereby declared to be a body corporate and politic by and under the name of "Manitoba Great Northern Railway Company," hereinafter called "the company."
The head office of the company shall be in the City of Winnipeg and Province of Manitoba.
The several clauses of The Railway Act of Manitoba shall be and the same are hereby incorporated with and shall be deemed to be a part of this Act, and shall apply to the company and to the lines of railway to be acquired or constructed by it, except in 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 said Railway Act, except as aforesaid.
The company is authorized to purchase and acquire from the Midland Railway Company of Manitoba (hereinafter called the Midland Company), upon such terms and conditions as may be fixed by a contract or contracts to be entered into at any time or from time to time between the said companies:
(a) The existing constructed lines of the Midland Company, namely, (1) from a point on the international boundary, at or near Gretna, to the City of Portage la Prairie, and (2) from the Town of Morden southeasterly to a point on the international boundary in range four west of the principal meridian, together with the property, assets, plant and equipment of the Midland Company, in whole or in part, as may be agreed upon;
(b) The rights and powers of the Midland Company, under its Act of incorporation and amendments thereto, to construct and operate any of the lines of railway which the said Midland Company is authorized by said Act of incorporation and amendments to construct, to the end and intent that the company may take over and assume as its own undertaking the construction and operation of any of such authorized lines of the Midland Company as may be provided for in any such contract or contracts.
Provided that any such contract shall, before becoming effective, receive the approval of the Lieutenant-Governor-in-Council, and that notice of such contract, showing what portion of the lines, rights, property or franchises of the Midland Company is being acquired or taken over by the company thereunder, together with intimation of such approval having been given, shall, in a form to be approved by the Railway Commissioner, be published in The Manitoba Gazette.
From and after the publication of such notice every such contract so approved shall be valid and effective according to its purport, and shall operate to vest in the company all the property, assets, rights and franchises of the Midland Company intended thereby to be acquired or be vested in the company, including the right to operate and maintain said existing constructed lines, and to construct, operate and maintain the lines, the construction of which shall be thereby assumed by the company as its own undertaking.
All the provisions of this Act shall, after any such publication, apply to the lines and undertakings of the company so acquired or contracted to be acquired by it as aforesaid under such contract or contracts respectively.
The limit of time for completing the construction of all lines, the right to the construction of which shall be acquired or taken over by the company under the powers herein granted, shall be eight years from the date of the coming into force of this Act.
The persons named in the first section of this Act are hereby constituted provisional directors of the company.
The provisional directors, of whom three shall form a quorum, shall hold office as such until other directors shall be elected under this Act, and shall have power, among other things, 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 in Canada all moneys received by them on account of stock subscribed, and to withdraw the same for the purposes of the undertaking; and generally to exercise all the powers and to perform all the duties of directors of the company.
The capital stock of the company shall be two million five hundred thousand dollars, and shall consist of twenty-five thousand shares of the par value of one hundred dollars each. Such capital stock may be called up by the directors from time to time as they may deem necessary, but no one call shall exceed ten per cent, on each share subscribed.
As soon as the capital stock of the company, to the extent of fifty thousand dollars, has been subscribed, and ten per centum of such subscribed capital paid into some chartered bank in the Province of Manitoba to the credit of the company, the provisional directors shall call the first meeting of the shareholders, to be held at the head office of the company, for the election of directors. Such meeting shall be called by mailing a written notice thereof addressed to each shareholder at his last known post office address, at least two weeks before the date thereof, provided that such notice may be waived by the written consent of all the shareholders. No person shall be qualified to be elected as a director unless he be the holder of at least twenty-five shares of the capital stock of the company, on which all calls shall have been paid. The directors elected at such meeting shall hold office as such until their successors are elected under the provisions of this Act.
Thereafter the annual general meeting of the shareholders shall be held at the head office of the company on the first Monday in December in each year; provided that the directors may by by-law fix any other date therefor.
At such annual general meeting the subscribers to the capital stock assembled, who have paid all calls due on their shares, shall choose from their own number five duly qualified persons to be directors of the company, one or more of whom may be paid directors. Three directors shall constitute a quorum for the transaction of business.
Special general meetings of the shareholders of the company may be held in the City of Winnipeg or elsewhere, and at such time and for such purposes as the directors may appoint, or as may be provided in the by-laws of the company.
Unless and until otherwise provided by by-law of the company all general meetings of the shareholders, whether annual or special, shall be called in manner herein provided for calling the first meeting of shareholders.
The company may, for the purpose of carrying out the undertaking hereby authorized, or of exercising any of the powers herein granted, issue and sell bonds, debentures or other securities to the extent of twenty thousand dollars per mile of the lines of railway and branches to be constructed or acquired pursuant to such powers, such bonds, debentures or other securities to be issued only in proportion to the length of railway constructed or acquired or under contract to be constructed or acquired; provided that any such issue of bonds shall be first authorized by a resolution passed by a majority of the shareholders present or represented by proxy at a special general meeting of the shareholders duly called to consider the same. The company, under the like authority of the shareholders, may, for the purpose of securing such bonds, debentures or other securities, execute an indenture of trust or mortgage, in such form and of such tenor and embodying such conditions as may be sanctioned by the like authority, creating such mortgages, liens, 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 such indenture, and by said indenture of trust or mortgage the company may grant to the trustees or grantees therein named all the rights, powers, immunities, franchises and properties of the company, including its corporate franchises and all and every of the powers and remedies granted by this Act in respect of the said bonds, and all other privileges and remedies not inconsistent with this Act. Such indenture of trust or mortgage shall constitute a lien and charge upon such property, assets, rents and revenues prior to all other charges, claims and incumbrances, except only claims for the working expenses of the railway.
The company may enter into an agreement with any other 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, and also the surveys, plans, works, plant, material and machinery and other property belonging to the company hereby incorporated, or for an amalgamation with such other company or companies, on such terms and conditions as are agreed upon and subject to such restrictions as to the directors may seem fit; provided that such agreement has been first sanctioned by a two-thirds vote of the shareholders at a special general meeting duly called for the purpose of considering the same, at which meeting the 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.
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 company; and shall at all reasonable times afford proper facilities therefor.
The company shall 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 any 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 whatever, nor shall the company subject any particular person or company, or any particular description of traffic, to any undue or any unreasonable prejudice or disadvantage whatsoever, and the company shall afford all due and reasonable facilities for receiving and forwarding by its 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 railway 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 the provisions of this section shall be null and void.
The company shall have power to construct and operate an electric telegraph line or lines and a telephone line or lines along the said lines of 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.
The company is also authorized and empowered to engage in and carry on express business on said railway.
The company may receive, either from the Government or from any person or corporation or bodies politic authorized to grant the same, any grants, bonuses, lands and loans, or gifts or moneys or securities for money, howsoever granted, in aid of the construction, equipment and maintenance of said railway.
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 stock of which he is the holder at the date of such meeting and upon which all calls (if any) have been paid.
All persons, whether British subjects or aliens, or residents of Canada or elsewhere shall have equal right to hold stock in the said company, and to vote on the same, and shall be eligible to hold office as directors in said company.
Any director or provisional director may appoint another director or provisional director, as the case may be, to be his proxy and to vote for him at any meeting of the board.
The company shall have the power of purchasing or acquiring under lease or otherwise, in whole or in part, the undertaking, lines, rights, franchises, property and assets of any other railway company, at such prices and on such terms and conditions as may be agreed upon with such other company; provided that such agreement shall have been first approved by at least 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 provided that such agreement shall also have received the sanction of the Lieutenant-Governor-in-Council.
The directors shall have full power to make and prescribe such by-laws, rules and regulations as they shall deem needful and proper touching the subscription, calls and disposition of the stock, and touching the disposition and management of the property, estate and effects of the company, the transfer of shares, the duties and conduct of their officers and servants, the election of directors, the calling of annual and special meetings of the shareholders and meetings of the directors, and the conduct of business at all such meetings, as well as touching all matters whatsoever which may appertain to the concerns of the company; and the said board of directors shall have full power to appoint such engineers, officers, agents and subordinates as may from time to time be necessary to carry into effect the objects of the company, and do all acts and things touching the acquisition, location and construction, maintaining and operation of said railway, telegraph and telephone lines and express business and works authorized by 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 purpose requiring power in connection with the said railway.
The company shall have power to purchase, acquire, hold, lease or sell land for the purpose of townsites, parks and pleasure grounds, and to lay out, survey and improve the same.
The company may become party to promissory notes and bills of exchange, for sums not less than one hundred dollars, and every such note or bill made, drawn or 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, shall be binding on the company, and every such note or bill of exchange so made, drawn, accepted or indorsed, shall be presumed to have been made, drawn, accepted or indorsed with proper authority until the contrary is shown, and in no case shall it be necessary to have the seal of the company affixed o 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 has been issued without proper authority; but nothing in this section shall be construed to authorize the company to issue any note or bill payable to bearer or intended to be circulated as money, or as the note or bill of a bank.
This Act shall come into force on the day it is assented to.
NOTE: This Act replaces S.M. 1909, c. 91.