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R.S.M. 1990, c. 224
The Winnipeg North-Eastern Railway Company Act, 1912
|Table of Contents||Bilingual (PDF)|
WHEREAS An Act respecting "The Winnipeg North-Eastern Railway Company" was assented to April 6, 1912;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS "The Winnipeg North-Eastern Railway Company," by their petition, have prayed that their Act of incorporation may be amended, and it is expedient to grant their prayer,
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:
Section 8 of chapter 116 of the statutes passed in the first year of the reign of His Majesty King George V is hereby repealed and the following is substituted therefor;
The head office of the company shall be at the City of Winnipeg, or such other place in Manitoba as shall be fixed by by-law of the company. So soon as fifty thousand ($50,000) dollars of the capital stock shall be subscribed, and 10 per cent thereof shall have been paid, the company may begin to exercise the powers hereby granted, and the provisional directors shall call a meeting of the shareholders at such time and place as they shall determine for the purpose of electing directors, written notice of such meeting shall be given for two weeks, but if all the shareholders are present or represented by proxy said notice may be waived. At the said general meeting of the company, and at each annual meeting thereafter, the subscribers for or holders of the capital stock who are present or represented by proxy, and who have paid all calls due on their shares, shall elect not less than five nor more than nine persons to be directors of the company, each of whom shall be a shareholder of the company; they shall hold office, subject to resignation, disqualification, incapacity or death, until the next annual meeting, or until their successors are elected; any vacancies may be filled in accordance with the provisions of any by-laws of the company in that behalf; one or more directors may be paid directors; each director shall be entitled to vote by proxy, such proxy being another director, and a majority of the directors who are represented in person or by proxy shall form a quorum at any meeting of such board of directors. A resolution signed by all of the directors shall be as valid as if it had been passed at a meeting. The directors may appoint such committees to transact such part of their business as may be convenient.
Transfers of stock, which need not be in duplicate, may be in the form following:
For value received I, of the do hereby sell and transfer to of the shares of the stock of The Winnipeg North-Eastern Railway Company, and I appoint the secretary of the company my attorney to execute the transfer thereof on the books of the company.
As witness my hand and seal
day of A.D.
And I, the said do hereby accept the said shares, and appoint the secretary of the company my attorney to accept the same on the books of the company.
As witness my hand and seal
day of A.D.
Every director of the company, and his heirs, executors and administrators, and estate and effects respectively, may, with the consent of the company given at any general meeting thereof, from time to time and at all times, be indemnified and saved harmless out of the funds of the company, from and against all costs, charges and expenses whatsoever, which such director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as may be occasioned by his own wilful default or neglect.
The company may promote and take stock in any company for the purpose of park or recreation or amusement grounds or hotels, or any company having objects altogether or in part similar to those of the company, or any part thereof, or carrying on any business capable of being carried on so as to directly or indirectly benefit the company, and may carry on or do any other business germane to the business of the company, as to all of which the directors shall be sole judge.
The company shall have power to acquire, rent, purchase, hold, improve, exchange, lease or otherwise deal with any real or personal property for the purposes of the company.
The company may alienate, sell and dispose of, for such price and on such terms and conditions and by public sale or private contract as may be deemed advisable, any property of the company, real or personal.
The company shall have power to sell, lease or otherwise dispose of the undertaking of the company and its powers, rights, privileges, franchises, assets and properties, or any part thereof, for such consideration as the company may think fit.
Sections 14, 19, 20, 21, 22, 23, 24, 24(a), 24(b), 25, and 27 of the said Act, chapter 116, are hereby repealed.
The several sections and sub-sections of The Manitoba Joint Stock Companies Act, as amended, numbered as follows, 30, 31, 31(a), 31(b), 32, 36, 37, 39,40, 41, 42, 43, 43(a), 43(b),, 43(c), 43(d), 43(e), 47, 50, 53, 56, 69, 69(a), 69(b), 69(c), 69(d), 69(e), 69(f), 69(g), 69A and 77 are hereby incorporated with and shall be deemed to be part of this Act, the terms "this Act" and "the company," or similar terms, being substituted as required by the context for any of the terms "the letters patent of the company," or "of any company incorporated under this Act or any other general Act of this Province for the incorporation of companies by letters patent," or "a company," or any similar terms, where they occur in any of the said sections or subsections.
Section 2 of the said Act, chapter 116, is hereby repealed and the following substituted therefor:
The Manitoba Railway Act is hereby incorporated with and shall be deemed to be a part of this Act, and shall apply to the company and to the railway to be constructed by it, except as varied or excepted by this Act.
Sub-section (h) of section 12, sub-section (d) of section 16 and sections 50, 51, 72, 84, 85, 89, 90 and 95 of The Manitoba Railway Act, as amended, and The Railway Companies Incorporation Act shall not apply to the company.
No person shall be disqualified as a director or provisional director by reason only that he interested in any company with which the company contracts.
The Public Utilities Act shall apply to this company and to all companies that may at any time be purchased, acquired or controlled by this company, notwithstanding anything contained in section 3 of the said Act.
In the said Act and in this Act, unless the context otherwise requires--
This Act shall come into force on its being assented to.
NOTE: This Act replaces S.M. 1912, c. 150.