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as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 18
The Burlington Northern Manitoba Limited Incorporation Act
WHEREAS a petition was presented, praying that The Midland Railway Company of Manitoba should be incorporated;
AND WHEREAS the prayer was granted, and resulted in the enactment of An Act respecting "The Midland Railway Company of Manitoba", assented to March 18, 1903;
AND WHEREAS the Act was subsequently amended and the name of the corporation was changed to Burlington Northern (Manitoba) Limited;
AND WHEREAS the Minister of Justice has caused the 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:
Burlington Northern (Manitoba) Limited (hereinafter referred to as "the Company") is continued as a corporation consisting of those persons who are shareholders on the coming into force of this Act and such other persons as become shareholders.
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 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.
Lines of railway to be constructed
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 in the City of Winnipeg and running in a southerly direction to a point on the international boundary at or near the Town of Emerson; also to construct, maintain and operate a line of railway commencing at the City of Winnipeg and running northeasterly to a point at or near Beausejour (a station on the Canadian Pacific Railway), at or near Selkirk, thence in a northerly or northeasterly direction to a point at or near the mouth of Winnipeg River, in the vicinity of Fort Alexander; also to construct, maintain and operate a line of railway commencing in the City of Winnipeg, thence in a general westerly direction to the City of Brandon, thence in a general westerly direction to the western boundary of the Province; also a branch from a point at or near Brandon southerly to a point at or near Minto, thence southerly to a point at or near Boissevain; also to construct, maintain and operate a line of railway commencing at or near the Town of Emerson, thence in a northwesterly direction to a point at or near the Village of Carman, thence northerly to a point at or near the Town of Portage la Prairie, thence northwesterly to a point in the northern boundary of township fourteen (14) in range nine (9) west, thence northerly to a point at or near the northwest comer of township twenty (20) in range ten (10), thence in a northwesterly direction to Lake Winnipegosis; also to construct, maintain and operate a line of railway commencing at or near the Town of Emerson, thence westerly to a point at or near Crystal City, thence westerly to a point at or near Lauder, thence westerly to the western boundary of the Province, with branch lines from a point on the aforesaid line of railway to a point at or near Melita (a station on the Canadian Pacific Railway), thence in a southeasterly direction to the southern boundary of the Province; also from a point, on said line of railway, at or near Crystal City, running in a southeasterly direction to the southern boundary of the Province; also from the Village of Morden, running in a southerly or southeasterly direction to the boundary of the Province; also to construct, maintain and operate a line of railway commencing at the Village of Morden, thence in a northwesterly direction to a point at or near Carberry (a station on the Canadian Pacific Railway), thence northwesterly to a point at or near Rapid City (a station on the Canadian Pacific Railway), thence northwesterly to a point at or near the northwest comer of township fifteen (15) in range twenty-four (24), thence westerly to the western boundary of the Province; also to construct, maintain and operate a line of railway commencing at a point at or near Carberry, thence northerly to a point at or near the Town of Neepawa, thence northwesterly to a point at or near the northwest comer of township eighteen (18) in range eighteen (18), thence westerly to a point at or near the northwest corner of township eighteen (18) in range twenty-five (25), thence northwesterly to the boundary of the Province; also to construct, maintain and operate a line of railway, commencing at the City of Brandon, thence in a southeasterly direction to the southern boundary of the Province; also to construct, maintain and operate a line of railway commencing at or near the said Village of Carman, on the route of the said line between Emerson and Portage la Prairie, and extending thence in a southeasterly direction to a point on the international boundary in ranges one or two west of the principal meridian, and also a line commencing at or near Carman and extending thence southwesterly to the Town of Morden, with all sidings necessary or convenient for the operation of the same, and the Company shall have power and authority to construct the different sections of said railway in such order as they see fit.
Company authorized to sell to another Company
The Company is authorized to sell, assign and transfer to another company proposed to be incorporated, having authority to purchase the same, upon such terms and conditions as may be fixed by a contract or contracts to be entered into between the Company and such other company
(a) the existing constructed lines of the Company, namely (1) from a point on (he 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 Company, in whole or in part, as may be agreed upon; and
(b) the rights and powers of the Company under its Act of incorporation and amendments thereto to construct and operate any of the lines of railway which the Company is authorized by this Act to construct.
Telegraph, telephone lines and bridges
The Company shall also have power to construct and operate an electric telephone line or lines and a telegraph 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 rivers or waters, 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 Company is authorized and empowered to engage in and carry on express business on said railway.
The capital stock of the Company shall be $500, 000. with power to increase the same, to be divided into 5, 000 shares of $100. each, and the money shall be applied, in the first place, to the payment of all fees, expenses and disbursements for the making of 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.
When stock subscription to be binding
No subscription for stock in the capital stock of the Company shall be binding on the Company unless 10% of the amount subscribed has actually been 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, loans or gifts of money or securities for money, howsoever granted, in aid of the construction, equipment and maintenance of the said railway.
The shareholders may choose not less than five nor more than nine persons, qualified as hereinafter mentioned, to be the directors of the 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.
Facilities for loading of grain
The Company shall, at all stations upon their railway, 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.
Facilities for interchange of traffic
The Company agrees to 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 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 whatsoever, nor shall the Company subject any particular person or company, or any particular description of traffic, to any undue or unreasonable prejudice or disadvantage whatsoever, and the Company shall afford all due and reasonable facilities for receiving, forwarding by its railways all the traffic arriving by such other railway or 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 railways 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 this agreement shall be null and void.
In the election of directors under this Act, and in the transaction of all business at the 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 25 shares of stock in the Company, and unless he has paid all calls made thereon.
Subsequent annual general meetings
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 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 by the by-laws of the Company.
All deeds and conveyances of land to the Company for the purposes of this Act, in so far as the 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 $1. and no more.
All persons shall have equal rights to hold stock in the 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 meeting called for the purpose, are hereby authorized to issue bonds under the seal of the Company, signed by its president or other duly authorized 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, not exceeding 5% per annum, as the directors shall think proper, and the directors shall have power to issue and sell or pledge any or all of the said bonds, at the best prices 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 $16, 000. 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 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 remedies 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 contained.
Bonds to be first charge on property of Company
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 Company and the undertaking, tolls and income and real and personal property thereof, now or at any time hereafter acquired; and each holder of the said bonds shall be deemed to be a mortgagee or incumbrancer upon the said securities pro rata with all the other bondholders.
Holders of bonds in default to have rights and privileges of shareholders
If the 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 Company, and all subsequent meetings, all holders of bonds so being and remaining in default shall, in 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 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 payment of principal or interest or otherwise, in the 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 restrict any other of the rights or remedies to which the holders of the said bonds shall be
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 al law thereon in his own name, unless and until registry thereof has been effected in 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 on 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 on the shareholders for such instalment upon each share, which they or any of them may hold in the capital stock of the Company, and in such proportions as they may see fit, except that no such instalment shall exceed 20 % of the subscribed capital, and 30 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 ________________, one of the directors of Burlington Northern (Manitoba) Limited, 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. 19__.
(Signature.)
The 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 property 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.
Lease of or running arrangements with other railways
The Company shall have power to acquire by purchase or to lease, or to make running arrangements with, any railway lines in the Province of Manitoba situate on the lines hereby authorized, or crossing, or connecting with the same, upon terms to be approved by two-thirds of the shareholders al an 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.
Power to lease railway or rolling stock to other railway
It shall be lawful for the Company, subject to the provisions hereinafter contained, to enter into an agreement with any other railway company for leasing "Burlington Northern (Manitoba) Limited", or any part thereof, or for the use of any part thereof, or the leasing or hiring any locomotives, tenders, plants, 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, such arrangements and agreements to 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 courts of law according to the terms and tenor thereof; and any company accepting such lease or agreement 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 Company may purchase, hold, use and enjoy such lands, and also the right-of-way thereto, if the same be separated from the railway, and may sell and convey the same or parts thereof 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 watercourse over or near which the said railway passes, not being navigable water, doing, however, no unnecessary damage thereto, and not impairing the usefulness of such stream and watercourse; 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 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, or for any other purposes requiring power in connection with said railway.
Issue of paid-up shares in payment for property or services
The directors of the Company 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 material 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, material or services as aforesaid, and unless;
(b) until such right-of-way, plant, rolling stock or material has been carefully conveyed or furnished to the Company, or such other 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) unless the contract for such right-of-way, plant, rolling stock, material 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) 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.
What transfers of such shares must show
All 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 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.
Lease or sale to other company
The Company is authorized to enter into arrangements for and to 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.
SCHEDULE A
Take notice that I, ___________ do hereby, in consideration of ______________________ to _________________________ (as the case may be) by "Burlington Northern (Manitoba) Limited"
the receipt whereof is hereby acknowledged, grant, bargain, sell, convey and confirm unto the said Company, and their successors and assigns forever, all that certain parcel or tract of land situate (here describe the land): the same having been selected by the said Company for the purpose of the railway, or for purposes connected with the 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 ____________________________
SCHEDULE B
Each share $____________________. Total capital stock, $_________________________
The Burlington Northern (Manitoba) Limited.
________________________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 fact) originally issued to ___________________ under the Act chaptered ____ of the _________ Statutes of Manitoba, 3 Edward VII, with the sanction of the shareholders of the Company given at a general meeting held on the _______ day of _______________, A.D. 19___.
Note: This Act replaces S.M. 1903, c. 59.