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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. 123
The Neepawa and Duck Mountain Railway Company Incorporation Act
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WHEREAS An Act to Incorporate the Neepawa and Duck Mountain Railway Company was assented to April 19, 1886;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS the construction of a railway from a point at or near Neepawa Station on the Manitoba and North-Western Railway of Canada, thence in a northerly direction to the northern boundary of the Province, with power to lease, sell, purchase, unite or amalgamated with any railway company or companies now chartered, or which may hereafter be chartered, and for other purposes; and whereas the construction of such railway would be of great public advantage by affording facilities for the opening up for settlement and development of the agricultural, grazing, timber and mineral lands of the country through which the said railway would pass; and whereas a petition has been presented for the incorporation of a company for the purpose of constructing and working the same; and also of constructing, owning and operating lines of telegraph or telephone, or both, along the line of said railway; and whereas it is expedient to grant the prayer of 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:
William Crawford, D.L.S., of the city of Winnipeg; David Howard Harrison, Esq., M.D., of the county of Minnedosa; Robert D. Bathgate, Esq., George H.R. Wainwright, Esq., D.D. Mann, Esq., and Alexander McIntyre, Esq., all of the city of Winnipeg; Hugh Armstrong, merchant, of Poplar Point; John A. Davidson, Esq., and Jonathan J. Hamilton, Esq., merchants, Neepawa; Joseph E. Woodworth, Esq., and Samuel Bower, Esq., of the city of Brandon, together with all such persons and corporations as shall become shareholders in the company hereby incorporated, shall be and are hereby constituted a body corporate and politic by and under the name of the "Neepawa and Duck Mountain Railway Company" hereinafter called the Company.
The company shall have full power and authority to lay out, construct and complete a double or single track of iron or steel railway of four feet eight and one-half inches in width of guage, from a point at or near Neepawa Station on the Manitoba and Northwestern Railway of Canada, thence in a northerly direction to the northern boundary of the Province; also to lay out and construct a branch or branches to connect with Lake Winnipegoosis or other navigable waters adjacent to the main line of said railway, and crossing the Waterhen River and connecting with the Winnipeg and Hudson's Bay Railway at a point within the boundaries of the Province of Manitoba.
The company shall have power and authority to lay out and construct, complete, maintain, work, manage and use a railway bridge over any navigable stream or streams on the line of said railway or its branches.
The company shall not commence any such bridge over navigable rivers until the company shall have submitted to the Governor-General-in-Council plans of such bridge, and of all the intended works thereunto appertaining, nor until the plans and site of such bridge shall have been approved by the Governor-General-in-Council and such conditions as he shall have thought fit for the public good to impose touching the said bridge and works shall have been complied with, nor shall any such plan be altered, nor any deviation therefrom allowed, except upon the permission of the Governor-General-in-Council and upon such conditions as he shall impose.
The company may also construct and operate electric telegraph and telephone lines along the railway or water communication aforesaid or both.
The persons named in the first section of this Act shall be and are hereby constituted provisional directors of the company (of whom five shall form a quorum) and shall hold office as such until the first election of directors under this Act; and shall have power forthwith to open stock-books, procure subscriptions of stock for the undertaking, make calls on stock subscribed, receive payments thereon, make or cause to be made surveys and plans of the works herein contemplated, and to deposit in any chartered bank of Canada all monies received by them on account of stock subscribed or otherwise received on account of the company, and to withdraw the same for the purposes only of the undertaking or any portion of it.
The capital stock of the company shall be $500,000 (with power to increase the same), to be divided into 5000 shares of $100.00 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 monies so raised shall be applied, in the first place, to the payment of all fees, expenses and disbursements for procuring the passage of this Act, and for making the surveys, plans and estimates. 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 of stock in the capital of the company shall be legal or valid unless five per centum shall have been paid thereon within one month after subscription, into one of the chartered banks of Canada, to be designated by the directors, and such five per centum shall not be withdrawn except for the purposes of the company, and the said directors or a majority of them may, in their discretion, apportion the stock so subscribed among the subscribers as they shall deem most advantageous and conducive to the furtherance of the undertaking.
It shall be lawful for the elected directors when authorized by the shareholders at any general meeting, or at any special meeting called for that purpose, to accept payment in full for stock from any subscriber, therefor at the time of subscription therefor, or at any time before the making the final call thereon, and to allow such percentage or discount as they deem expedient and reasonable, and thereupon to issue scrip to such subscriber to the full amount of such stock subscribed.
The directors elected by the shareholders may issue stock as paid up stock, and may pay or agree to pay in such paid up stock or in the bonds of the company such sums as they deem expedient to engineers or contractors, or for the right of way, or material, plant or rolling stock, and for the services of such persons as may be employed by the directors in the furtherance of the undertaking or for the purchase of right of way, material, plant or rolling stock.
The company may receive from any Government or from any person or persons or bodies corporate, municipal or politic, in aid of the construction, equipment, and maintenance of the said railway and other works, grants of land or money bonuses, loans or gifts of money, or securities for money, and may legally dispose of the same, and may purchase from the Government of Canada lands in Manitoba, or the Northwest Territories, and may sell convey and mortgage the same for the purpose of raising money for the prosecution of the said undertaking or maintenance thereof or otherwise.
When and so soon as shares to the amount of $200,000 in the capital stock of the company have been subscribed and five per centum paid thereon, the provisional directors shall call a general meeting of the subscribers to the said capital stock at the city of Winnipeg, or such other place in Manitoba as they shall deem most convenient, for the purpose of electing directors of the company, giving at least four week's notice by public advertisement in two newspapers in the Province, and also by a circular addressed by mail to each subscriber (when his or her address is known) of the time, place and purpose of the said meeting. Provided always, that the directors so elected may by by-law or resolution passed by them close the stock books after shares to the said amount of $200,000 shall have been subscribed, and may, from time to time re-open the said stock books, and receive subscriptions for additional shares of stock up to the limit authorized by this Act, when and as the same shall be required for the purposes of the company.
No person shall be elected a director of the company unless he shall be the holder and owner of at least twenty shares in the stock of the company, and shall have paid up all calls thereon.
At such general meeting the subscribers for the capital stock assembled who shall have paid up five per centum thereof and also shall be present in person or represented by proxy, shall choose seven persons to be directors of the company of whom five shall be a quorum.
Thereafter the annual general meeting of the shareholders of the company for the election of directors and other general purposes shall be held at such place in Manitoba as may be appointed by by-law of the company, on the second Tuesday in January in each year; and two weeks' notice shall be given thereof in two newspapers published in Manitoba.
No call to be made at any time upon the capital stock shall exceed five per centum on the subscribed capital, and not less than thirty days shall intervene between any one call and a succeeding call.
The company shall have power and authority to build or acquire and work elevators, and to acquire, own, hold, charter, work and run steam and other vessels for cargo and passengers upon any navigable water within the boundaries of the Province of Manitoba which their railway may reach or connect with.
The directors of the company, under the authority of the shareholders, to them given by a resolution 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 countersigned by its secretary and treasurer; 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 which at the time they may be able to obtain, for the purpose of raising money for prosecuting the said undertaking; and such bonds shall, without registration or formal conveyance, be taken and considered to be the first and preferential claim and charge upon the undertaking, and the tolls and property of the company, real and personal, then existing, and at any time thereafter acquired, save and except as hereinafter provided for in this section; and each holder of the said bonds shall be held and deemed to be a mortgagee or encumbrancer upon the said securities pro rata with the other bondholders, and shall have priority as such: Provided, that the amount of bonds so issued, sold or pledged, shall not exceed twenty thousand dollars per mile to be issued in proportion to the length of the railway constructed or under contract to be constructed: Provided also, that no such bonds shall be issued until at least one hundred thousand dollars shall have been subscribed to the capital stock and five per centum of the same 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 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 holders of such bonds or to the trustee or trustees named in such deed, 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 power, 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, binding and available to the bondholders in manner and form as therein provided.
And the directors of the said company, under the authority and with the powers and on the terms hereinbefore set forth with respect to the issue of bonds, may issue preference stock or shares of the company to be redeemed or made liable to be called in at such time and in such manner as the directors may, by by-law for issuing the same, fix and determine upon which preference stock a dividend may be made payable at such rate not exceeding seven per centum per annum as the directors may deem fit; and such dividend may be made payable in scrip which shall have the same security and shall be redeemable in like manner as the said preference stock, and such preference stock may be exchanged by the holder thereof for ordinary stock on such terms and conditions as the directors may from time to time, by by-law, fix and appoint: Provided always that the total amount of bonds and preference stock to be issued by the company shall not exceed twenty-five thousand dollars per mile for every mile of the said railway constructed or under construction, or under contract to be constructed.
The lands acquired by the company and held for sale for the purposes thereof, may be conveyed to trustees, to be held and conveyed by them upon the trusts and for the purposes herein declared in reference to such lands, and all moneys arising from the sale of such lands, shall be held and applied in trust for the purposes following, that is to say: first, in payment of the expenses connected with the acquisition, survey, management, and sale of said lands; secondly, in payment of the interest on the bonds from time to time payable in cash by the company; thirdly, in payment and redemption of the said bonds when and as they become due and fourthly, for the general purposes of the company.
All bonds sold and conveyed by the company or by the said trustees, after a conveyance thereof to them upon the trusts aforesaid, and which have been paid for in cash, shall be forever released and discharged from all mortgages, liens and charges of any kind or nature, by this Act, or by the company created, and the purchase money arising from the sale of such lands by the company shall be applied in the first place in satisfaction of any mortgage thereon created by the company, and after payment of any such mortgage or loan created by the company thereon, shall be applied in accordance with the trusts in the next preceding section declared.
If the company shall make default in paying the principal of or interest on any of the bonds, preference stock or scrips for dividends hereby authorized, at the time when the same shall, by the terms of the bonds, or by the conditions upon which the preference stock or scrip for dividends was issued, became due and payable, then at the next ensuing annual general meeting of the company, and all subsequent meetings, all holders of bonds, preference stock or scrip for dividends, so being and remaining in default, shall in respect thereof have and possess the same rights and privileges and qualifications for directors and for voting at general meetings as would be attached to them as shareholders if they had held fully paid up shares of the company to a corresponding amount: Provided nevertheless, that the right given by this section shall not be exercised by any bondholder, preference stockholder, or holder of scrip for dividends, unless the bonds, preference stock or scrip for dividends 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 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, preference stock or scrip for dividends in the name of the holder thereof, and to register any transfers thereof in the same manner as a transfer for shares: Provided also, that the exercise of the right 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, preference stock or scrip for dividends shall be entitled.
All bonds, preferable stock, debentures or 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, unless and until registry therefor in the manner provided in the next preceding section, and while so registered they shall be transferable by written transfer registered in the same manner as in 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 company shall have power and authority to become party to promissory notes and bills of exchange in sums of not less than one hundred dollars; and any such note or bill made, drawn, accepted or endorsed by the president or vice-president of the company as president or vice-president thereof, and countersigned by the secretary, shall be binding on the company; and any such promissory note or bill or exchange, so made, drawn, accepted or endorsed as aforesaid, shall be presumed to have been made, drawn, accepted or endorsed with proper authority; 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 be individually responsible or liable for the same unless the said promissory notes or bills of exchange have been issued without proper authority; provided however, that 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 bills or notes of a bank.
The company shall have power to make running arrangements with any railway company in the Province of Manitoba, situate on the line hereby authorized, or crossing or connecting with the same, upon terms to be approved by a majority of the shareholders, at a special general meeting to be held for that purpose, notice of which shall be given in accordance with section twelve of this Act.
The company shall have power to lease, sell, purchase, unite or amalgamate with any railway company or companies, or for leasing or hiring any locomotive or locomotives, tender or 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, provided that the arrangements and agreements shall be approved by a majority of the shareholders, voting in person or by proxy, at a special general meeting to be called for that purpose and notice given as provided in section twelve of this Act; and every such agreement shall be valid and binding, and shall be enforced by courts of law according to the terms and tenor thereof, and any company or individual accepting or executing such lease shall be and is hereby empowered to exercise all the rights and privileges in this Act conferred.
Whenever it shall be necessary for the purpose of procuring sufficient lands for stations, right of way or gravel, or for constructing, maintaining and using the said railway, or for opening a street to any station from an 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 part thereof, from time to time as they may deem expedient, and may also make use of, for the purposes of the said railway, the water of any stream or water-course over or near which the said railway passes, doing, however, no unnecessary damage thereto and not impairing the usefulness of such stream or water-course, and the compensation to be paid to the owners for such land or for the use of such water, as also the powers of said company to take possession thereof, shall in case of difference be ascertained in the manner provided by the Railway Act of Manitoba.
The railway shall be commenced within three years and completed within six years after the passing of this Act, and in default thereof the powers hereby conferred shall absolutely cease with respect to so much of the railway as there remains incomplete.
All deeds and conveyances of land to the said company for the purposes of this Act, in so far as circumstances will admit, may be in the form of schedule "A" to this Act subjoined, or in any other form to the like effect. And for the purposes of due enregistration of the same, all registrars in their respective counties or districts are required to register in their registry-books such deed and conveyances, upon the production and proof of the due execution thereof, and shall minute the enregistration or entry of such deed, and the registrar shall receive from the said company, on any deed in the form set forth in said schedule "A" for all fees for the registration thereof and for a certificate of the same, one dollar, and no more, and such registration shall be deemed to be valid in law, any statute or provision of the law to the contrary notwithstanding.
The company shall enjoy and possess all right, powers and privileges conferred by "The Railway Act of Manitoba."
This Act shall come into force on receiving the assent of the Lieutenant-Governor.
Know all men by these present that I (or we) in consideration of dollars to me (or as the case may be) by The Neepawa and Duck Mountain Railway Company now paid, the receipt whereof is hereby acknowledged, do grant all that certain parcel of land situate (describe the land) the same having been selected by the said company for the purposes of their railway to hold with the appertunances thereto belonging unto the said The Neepawa and Duck Mountain Railway Company, their successors and assigns for ever.
As witness my hand and seal (or our hands and seals) this day of A.D. one thousand eight hundred and .
Signed sealed and delivered
in presence of [L.S.]
NOTE: This Act replaces S.M. 1886, c. 55.