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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. 119
The Morden and North-Western Railway Company Incorporation Act
WHEREAS An Act respecting "The Morden and North-Western 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WHEREAS the preamble to this Act when it was originally enacted provided as follows: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:
Charles Rubidge Dunsford, banker; Benjamin James McConnell, physician; John Henry Black, solicitor; John A. Hobbs, agent, and Augustus C.D. Pigott, agent, and all such other persons as shall or may be associated with them and their successors are hereby created and erected into a body corporate and politic in deed and in law by the name, style and title of the Morden and North-Western Railway Company, and by that name shall have perpetual succession and shall be able to sue and be sued, to plead and to be impleaded, defend and be defended in Courts of law, and may make and have a common seal.
The words "The Company" wherever used in this Act shall mean the Morden and North-Western Railway Company.
Railway Act of Manitoba to apply
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 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 on the International Boundary line between ranges 3 and 6, west of the principal meridian, and extending north-westerly to Morden, thence to a point at or near the village of Miami, thence to a point at or near the village of Treherne, thence to a point at or near the village of Carberry, thence to a point at or near the town of Neepawa, thence in a westerly or north-westerly direction to the western boundary of the Province, with branches from Morden to a point on the International Boundary south of Snowflake, and from Morden to Winnipeg with a branch therefrom to Carman, commencing at a point in Township 6, in Ranges 2 and 3 west.
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 Company is authorized and empowered to engage in and carry on express business on said railway.
The persons named in the first section of this Act shall be and are hereby constituted provisionally the directors of the Company, of whom four 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 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 of Canada all moneys received by them on account of stock subscribed, and to withdraw the same for the purposes of the undertaking.
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, and the money so raised shall be applied in the first place to the payment of all fees, expenses and disbursements, for procuring the passing of this Act, and for making the surveys, plans and estimates or purchasing those already made, connected with the works hereby authorized, and 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 subscriptions to be binding on Company
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 moneys or securities for money, howsoever granted, in aid of the construction, equipment and maintenance of the said railway.
First meeting of shareholders for election of directors
As soon as the capital stock of the said Company to the extent of at least fifty 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 share of stock in the Company, and unless he has paid all calls made thereon.
Subsequent annual general meeting
Thereafter the general annual meeting of the shareholders of the said Company shall be held at such place in the Village of Morden 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 Village of Morden 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 said Company for the purpose 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 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.
Who may be stockholders and directors
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 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 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, but not exceeding six per centum per annum, 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 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, 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 and binding and available to the bondholders in manner and form as therein provided.
Bonds to be first lien and charge
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 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.
If bonds in default holders to have rights and privileges of shareholders;
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 be the terms of the bond become due and payable, then at the nest ensuing general annual meeting of the said 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 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-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 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 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 restrain any other of the rights or remedies to which the holders of the said bonds or such trustee or trustees shall be entitled.
Transferring bonds before and after registration
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 affected 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 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 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 Morden and North-Western Railway Company," to be my proxy as a 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.
.................................
(Signature.)
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 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 each company shall be settled and provisions shall be made for giving the voting power to the stockholders of such of the companies as shall be entitled thereto, either by the 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.
Purchase of other railway lines
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 and 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, 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.
Sale or lease to another company
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 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.
Acquisition of lands for purposes of the railway
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 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 directors shall have full power to make and prescribe such by-laws and rules and regulations as they shall deem needful and proper touching and 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, touching the election and meeting of the directors and 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, agents and subordinates as may from time to time be necessary to carry into effect the object of the Company, and do all acts and things touching the acquisition, location and construction, maintaining and operation of said railway of said railway, telegraph and telephone lines and express business.
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 said Company, and shall at all reasonable times afford proper facilities therefor.
Interchange of traffic with other railways
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 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 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 in any respect whatsoever, and the said Company shall afford all due and reasonable facilities for receiving and 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 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 contrary to this agreement shall be null and void.
Time for commencement and completion
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.
Company may use any kind of power
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 the said railway.
The Company shall have power to purchase, acquire, hold, lease or sell land for the purpose of town sites, parks and pleasure grounds, and to lay out and survey the same.
Bills of exchange and promissory notes of Company
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 endorsed 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 endorsed with proper authority until the contrary is shown, 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, 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.
The maximum rates or charges imposed 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.
This Act shall come into force on the day it is assented to.
SCHEDULE A
Know all men by these presents, that I, do hereby, in consideration of to (or as the case may be) by the Morden and North-Western 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 situate (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 lands 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
NOTE: This Act replaces S.M. 1901, c. 61.