|This is an unofficial archived version of The Northern Extension Railway Company Incorporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 127
The Northern Extension Railway Company Incorporation Act
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WHEREAS An Act respecting "The Northern Extension Railway Company" was assented to February 8, 1904;
WHEREAS the preamble to this Act when it was originally enacted provided as follows: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:
Hugh Sutherland, executive agent; Edwin A. James, general superintendent; George H. Shaw, traffic manager, and John Henry Munson, King's Counsel, all of the City of Winnipeg, and 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 law by the name, style and title of "The Northern Extension 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, and the words "the Company" wherever used in this Act shall mean the Northern Extension Railway Company.
The several clauses of The Manitoba Railway Act 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 railways 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, with double or single steel tracks, the following lines of railway, which are hereinafter called "the railway:"
(a) A line of railway from or near Oakland station, thence northerly or northwesterly to the northern or north-western boundary of the Province, and branch lines from points on the said line of railway to points at or near Makinak, Ochre River and Winnipegosis stations on the Canadian Northern Railway and westerly to the western boundary of the Province, and easterly or northeasterly to points at or near Lakes Manitoba, Winnipeg and Winnipegosis or waters connected therewith, and a line or lines from a point at or near the City of Winnipeg or from any point on any of the lines mentioned in this Act through the Rural Municipality of Springfield to the eastern or southern boundary of the Province.
The Company is hereby authorized to construct and operate an electric telegraph line or lines and a telephone line or lines along the said railway, and to carry on an express business on and along the same, 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 persons named in the first section of this Act shall be and are hereby constituted the first and provisional directors of the Company, of whom three shall form a quorum, and 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 of 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 perform all the duties of directors of the Company.
The capital stock of the Company shall be five million dollars, with power to increase the same, to be divided into fifty thousand shares of one hundred dollars each.
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.
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 for the purpose of electing directors of the said Company. 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, unless by consent of all the subscribers such notice shall be dispensed with; and at such general meeting the shareholders may choose not less than five 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.
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, if any, 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 shares of stock in the Company, and unless he has paid all calls made thereon.
Thereafter the annual general 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 said Company.
Special general meetings of the shareholders of the said Company may be held 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 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 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 twenty 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 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 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.
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 incumbrancee upon the said securities pro rata with all the other bondholders.
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 make calls upon the shareholders in respect of each share which they or any of them may hold in the capital stock of the Company, in such proportion or instalments as the directors 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 or provisional director may appoint another director to be his proxy and to vote for him at the board.
The said Company may enter into an agreement with the Canadian Northern Railway Company for amalgamation with that company under the name of the Canadian Northern Railway, or may transfer by agreement of sale to the Canadian Northern Railway Company, on such terms as may be agreed on, its undertakings, rights, franchises, lines, assets and properties, real and personal; or may purchase lease or acquire the undertaking, rights, franchises and property of any other company at such price and on such terms as may be agreed upon with such company.
A duplicate of any agreement made under this Act shall, within thirty days after its execution, be filed in the office of the Railway Commissioner of the Province of Manitoba, and notice thereof shall be given by the Canadian Northern Railway Company in The Manitoba Gazette, and the production of such Gazette containing such notice shall be prima facie evidence of the requirements of this Act having been complied with.
The agreement for amalgamation may prescribe the terms and conditions of the amalgamation, and may provide for the mode of carrying it into effect, the mode of converting the capital stock of each company into that of the amalgamated company, and such other additional terms and conditions as may be necessary or convenient for perfecting the new organization and the management and working thereof.
Any agreement made under this Act shall be submitted to the shareholders of each of the companies, parties thereto, at an annual general meeting, or at a special general meeting of each company called for the purpose of considering the same, at each of which meetings shareholders, representing at least two-thirds in value of the capital stock of the company, are present or represented by proxy; and, if such agreement be accepted and approved by resolution passed by two-thirds of the votes of the shareholders so present or represented by proxy, it may be executed and delivered, and shall be valid and binding according to its terms, and may be acted upon and carried out.
Upon the agreement of amalgamation being accepted and approved, and executed and delivered as aforesaid, the Canadian Northern Railway Company, as amalgamated, shall possess and be vested with all the powers, franchises, privileges, assets, rights, credits, effects and properties, real, personal and mixed, of whatever kind and wheresoever situated, belonging to, possessed by or vested in the Northern Extension Railway Company, or to which that company may be or become entitled.
Nothing in any agreement made under this Act or done in pursuance thereof shall take away or prejudice any claim, demand, right, security, cause of action, complaint or contract which any person has against or with either of the companies parties to such agreement, nor shall it relieve such company from any claim, demand, right, security, cause of action or complaint or contract, or from the payment or performance of any existing debt, liability, obligation, contract or duty.
No pending or future claim, action or proceeding, by or against either of the said companies, shall abate or be affected by such amalgamation, but for all the purposes of such claim, action or proceeding the amalgamated company may be substituted therein.
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.
The Company shall have power to acquire by purchase or to lease, or to make running arrangements with, any railway company owning or operating lines of railway 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.
The Company is authorized to enter into arrangements for and complete the lease or sale of the lines and property of the Company or any of them to any other company, subject, however, to approval of the Lieutenant-Governor-in-Council being obtained to such lease or sale.
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 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 meetings 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 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 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 all 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 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 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.
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.
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 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 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.
This Act shall come into force on the day it is assented to.
NOTE: This Act replaces S.M. 1904, c. 77.