as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 142
The Portage Southern Railway Company Incorporation Act
WHEREAS An Act to Incorporate the Portage Southern Railway Company was assented to July 7, 1883;
AND WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS the construction of a railway running from the Town of Portage la Prairie to a point on the south-western branch of the Canadian Pacific Railway, in township three, range one west of the first principal meridian, would be of benefit to the Province;
AND WHEREAS a petition has been presented 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:
Isaiah Mawhinney, Esquire; Charles Hay, Esquire; Joseph Martin, barrister; Robert Fletcher, gentleman; Edward McDonald, miller; Arthur Mowat, banker; William McKay, gentleman; James H. Doherty, gentleman; William P. Smith, brickmaker; John P. Young, blacksmith; Thomas Boyd Miller, merchant; Henry Savigny Patterson, merchant; Henry Murdoch Campbell, real estate dealer; Daniel M. J. Hagarty, doctor of medicine; Thomas A. Garland, gentleman; Samuel McIlvaine, mill-owner; Thomas A. Newman, merchant; Francis Ogletree, gentleman; James Cowan, doctor of medicine; Charles Cliffe, publisher; all of the Town of Portage la Prairie, 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 "Portage Southern Railway Company."
The said company shall have full power and authority to lay out, construct and operate a Railway, with double or single iron or steel track, and an electric telegraph along the same, such railway to commence at or near the Town of Portage la Prairie, thence running south-easterly to a point on the south-western branch of the Canadian Pacific Railway, in township three, range one, west of the first principal meridian.
Isaiah Mawhinney, Charles Hay, J. Martin, E. McDonald, R. Fletcher, A. Mowat, D.M. Hagarty, shall be and are hereby constituted provisional directors of the said company, of whom five shall be 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 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 as set forth in the next section of this Act, and to receive for the company any grant, loan, bonus, or gift made to it in aid of the undertaking, and to enter into any agreement respecting the conditions or disposition of any gift or bonus in aid of the 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 shall be raised by the persons above mentioned and such other persons and corporations as may become shareholders in such stock, and the moneys 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, 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.
No subscription for stock in the capital 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 said company may receive either from any government or from any persons or bodies corporate, municipal or politic, bonuses, lands and loans, gifts of money, or security for money in aid of the construction, equipment and maintenance of the said railway.
When and so soon as one-fifth of the said capital stock shall have been subscribed as aforesaid, and ten per cent paid thereon, the provisional directors shall call a general meeting of the subscribers to the said capital stock, at the town of Portage la Prairie, for the purpose of electing directors of the said company, giving notice by four insertions in two newspapers published weekly in the Province, of the time, place and purpose of such meeting, and by two insertions in The Manitoba Gazette.
At such general meeting the subscribers for the capital stock assembled, who shall have so paid up ten per cent thereof, with such proxies as may be present, shall choose nine persons to be directors of the said company (of whom five shall be a quorum), and may also pass such rules, regulations and by-laws as may be deemed expedient, provided they be not inconsistent with this Act and The Railway Act of Manitoba.
In the election of directors under this Act, and in the transaction of all business of 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 shares of stock in the company, and unless he has paid up all calls made thereon.
Thereafter the general annual meeting of the shareholders of the said company shall be held at such place in the town of Portage la Prairie, and on such a day and hour as may be directed by the by-laws of the said company, and public notice thereof shall be given by four insertions in two newspapers published weekly in the Province, and two insertions in The Manitoba Gazette.
Special general meetings of the shareholders of the said company may be held at such places in the town of Portage la Prairie, and at such times and in such manner, and for such purposes as may be provided by the by-laws of the company, provided public notice thereof shall be given by two insertions in two newspapers published weekly in the Province, and one insertion in The Manitoba Gazette.
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 purpose of the due registration of the same, all registrars in their respective counties or districts are required to register in their registry books such deeds and conveyances, upon the production and proof of the due execution thereof, and shall minute the registration or entry of such deeds, and the registrar shall receive from the said Company, on any deed in the form set forth in the 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 law to the contrary notwithstanding.
All shareholders in the said company, 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 office as directors in the said company.
The directors of the company under the authority of the shareholders to give them, 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 by another director, 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; 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 said undertaking; provided, that the amount of such bonds so issued, sold or pledged shall not exceed fifteen thousand dollars per mile, to be issued in proportion to the length of railway constructed, or under contract to be constructed; provided also, that no such bonds shall be issued until at least two hundred thousand dollars shall have been subscribed to the capital stock, and fifteen per cent of the same bona fide 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 encumbrances 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 holders of such bonds, or to the trustee or trustees named in such deed, all and every 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 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 directors of the said company are hereby authorized to issue bonds under the seal of the said company, signed by its president or vice-president, and countersigned by its secretary and treasurer, and such bonds may be made payable in such money or moneys, at such times, 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, subject to any law of the Parliament of Canada; and the directors shall have power to issue and sell or pledge all or any of the said bonds at such price and upon such terms and conditions as they may think fit, for the purpose of raising money for prosecuting the said undertaking: provided that the whole amount raised by such bonds shall not exceed two-thirds of the capital stock of the company: provided also that no such bonds shall be issued until after fifteen per cent of the whole capital stock of the company shall have been expended in and upon the said railway.
The bonds hereby authorized to be issued shall, without registration or formal conveyance, to 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 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 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 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 rights 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 said 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 transfer thereof 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 shall be entitled.
All the bonds, debentures, mortgages and other securities hereby authorized, and the coupons and interest warrants thereon respectively may be made payable to bearer, and shall in that case be made transferable by delivery; and any holder of any such bonds, debentures, mortgages or coupons so made payable to bearer may sue at 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 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 said company, in such proportion as they shall see fit, except that no such instalment shall exceed ten per cent on the subscribed capital, and that thirty days' notice of each call shall be given, in accordance with the by-laws of the company and this Act.
The company shall have power to make running arrangements with any railway lines in the Province of Manitoba situate on the line hereby authorized, or crossing or connecting with the same, upon terms to be approved by two-thirds of the shareholders, at a special general meeting to be held for that purpose, in accordance with this Act.
It shall be lawful for the said company to enter into any agreement with any other railway company within this Province for leasing the said Portage Southern Railway, or any part thereof, or the use thereof at any time or times, or for leasing or hiring from such other company any railway, or part thereof, or the use thereof, or for leasing or hiring any locomotives, tenders, plant, rolling stock or other property, or either, or both, or any part thereof, or touching any service to be rendered by the one company to the other, and the compensation therefor, if the arrangements and agreements shall 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 or individual accepting or executing such lease shall be and is hereby empowered to exercise all the rights and privileges in this charter conferred.
Whenever it shall be necessary for the purpose of procuring sufficient lands for stations 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 parts thereof, from time to time as they may deem expedient, and may also make use, for the purposes of the said railway, of the water of any stream or watercourse over or near which the said railway passes, doing however, no unnecessary damage thereto and not impairing the usefulness of such stream or watercourse and the compensation to be paid to the owners for 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.
The company may also construct across any streams, rivers or lakes, which may be in or near the route of the railway, a bridge or bridges where the same shall be necessary for the purposes of the railway but this right shall not be exercised with respect to any navigable portions of the said waters without the consent of the Governor-General in council.
The railway shall be commenced within two years and completed within five 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 then remains incomplete.
The Railway Act of Manitoba, except in so far as varied by this Act, shall be construed as forming part of this Act.
Know all men by these presents that I (or we) in consideration of dollars, to me (or as the case may be) by the Portage Southern 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 appurtenances thereof, unto the said The Portage Southern Railway Company, their successors and assigns.
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
NOTE: This Act replaces S.M. 1883, c. 58.