|This is an unofficial archived version of The Public Markets Limited Incoiporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 145
The Public Markets Limited Incorporation Act
|Table of Contents||Schedule|
WHEREAS, by An Act respecting the Live Stock Industry, being chapter 36 of S.M. 1910, provision was made for the payment of $50,000. for the purpose of acquiring a site for and assisting in establishing, equipping, operating and maintaining thereon a public market and a public abattoir for the slaughter of cattle and other live stock, together with a suitable cold storage plant and other matters, and for the purpose of expending such moneys and carrying out the provisions of the Act the Government appointed a board of abattoir commissioners;
AND WHEREAS the said board recommended the establishment of a public abattoir as being for the public benefit and in the nature of public utilities, subject to the Government of the Province of Manitoba, and further reported that in connection therewith it was necessary to establish a public market and railway facilities for property unloading and caring for live stock until disposed of, as incident to the establishment and operation of such public abattoir;
AND WHEREAS certain persons, by their petition, prayed that The Public Markets, Limited should be incorporated;
AND WHEREAS their prayer was granted and resulted in the enactment of An Act to incorporate a Public Live Stock Markets Board, assented to March 24, 1911;
AND WHEREAS the Lieutenant Governor in Council induced the Canadian Pacific Railway Company, the Canadian Northern Railway Company and the Grand Trunk Pacific Railway Company were induced to become parties to and interested in the establishment and operation of such market and railway facilities and entered into an agreement with the said railway companies and the Public Markets, Limited with respect to same;
AND WHEREAS to prevent unjust discrimination and unreasonable tolls and charges in connection with the said markets and facilities, the Act was susequently amended;
AND WHEREAS the Minister of Justice has caused the Act, as amended, 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:
The Public Markets, Limited (hereinafter referred to as "the corporation") is continued as a corporation consisting of those persons who are members on the coming into force of this Act and such other persons as become shareholders as hereinafter provided.
The capital stock of the corporation shall be $1,000,000. divided into 10,000 shares of $100. each, with power to the Lieutenant Governor in Council, upon the application of the corporation, to increase the capital stock of the corporation to any amount which may be considered requisite to the due carrying out of the objects of the corporation, and the said capital stock shall be allotted as hereinafter provided.
The head office of the corporation shall be in the City of Winnipeg, in the Province of Manitoba, or such other place in Manitoba as the directors may by by-law appoint.
The corporation is hereby authorized and empowered:
(a) to create, establish, maintain and operate, or cause to be created, established, maintained and operated, suitable and convenient places, yards, buildings, offices, plant, conveniences and facilities for, in connection with and as auxiliary to, public live stock markets and abattoir and the shipping and receiving of live stock;
(b) for any of the said purposes, or in connection therewith, to receive, deliver, corral, pen, house, keep, manage, provide and care for live stock and animals;
(c) in furtherance of the aforesaid, or in connection therewith, to acquire, purchase, lease, hold, mortgage, let, take or expropriate, and dispose of, land and personal property, and any interest therein;
(d) to build, construct, purchase, acquire, hold, use, maintain, operate, sell, let and dispose of structures, buildings, ways, tracks, railways, tramways, wells, conduits, sewers, tanks, plant, machinery, locomotives, engines, vessels, cars, means of transportation and of power, heating and lighting, and all other works, facilities, accommodations and things that may be considered useful, proper or requisite;
(e) to appoint and remove or suspend managers, secretaries, officers, agents, servants and employees, and to determine their duties, salaries and compensation, and to require and receive security from any such, and to make all rules and regulations that may be deemed necessary or expedient in relation thereto;
(f) to enter into or make any arrangement or contract with any railway company or railway companies for the use and enjoyment of the said places, yards, buildings, offices, plant, conveniences, premises, railways and other facilities and things hereinbefore mentioned, and for access thereto, and connection therewith by such railway company or companies, corporation or persons, and do all things that may be deemed requisite or necessary to secure connection with any railway or railways;
(g) to carry on any business or businesses, work or works, germane to or in connection with the objects and purposes hereinbefore mentioned, or which may seem to the corporation capable of being suitably carried on in connection with any of the said objects or purposes;
(h) to make any arrangement or agreement with the Lieutenant Governor in Council touching or in relation to the foregoing or to anything in this Act contained.
All the powers and authority of the corporation shall be vested in and exclusively exercised by the board of directors, and the affairs of the corporation shall be conducted and managed by the board of directors.
The board of directors shall consist of not more than four persons, who shall be appointed by the shareholders as hereinafter provided.
The directors of the corporation shall be appointed annually by the railway companies which are shareholders as hereinafter provided, and the number of directors which such railway company shall be entitled to appoint shall be fixed by the Lieutenant Governor in Council, having regard to the number of shares held by such company; each director so appointed shall hold office for one year, or until a successor has been appointed by the railway company entitled to appoint. A shareholder appointing a director or directors may at any time cancel the appointment of any such director or directors appointed by it, and may appoint any director or directors in the place of such director or directors whose appointment is so cancelled.
The directors shall have full power to manage he affairs of the corporation and to make or cause to be made for the corporation any description of contract which the corporation may by law enter into; and may from time to time make, repeal, amend and re-enact by-laws, not contrary to law or to the provisions of this Act, for the allotment of shares, subject as hereinafter provided, for the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of shares for non-payment, the declaration and payment of dividends, the time at which an the place where the annual meeting of the corporation shall be held, the calling of meetings, regular and special, of the board of directors of the corporation, the quorum, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and every such by-law and every by-law or resolution in any way relating to the winding-up or sale or disposal of the corporation's undertakings shall be, forthwith after the passing thereof, submitted to the Lieutenant Governor in Council for his approval, and the Lieutenant Governor in Council shall have the right, within two weeks after the same is submitted, to notify the corporation of his disapproval of such by-law or resolution to wind-up, and after such notice of disapproval, given within said time, such by-law or resolution to wind-up disapproved shall cease ab initio to have force or validity, and no such by-law shall have any force or effect until approved by the Lieutenant Governor in Council.
The Lieutenant Governor in Council is empowered to enter into or make any arrangement or contract with any or all of the railway companies doing business in Western Canada for the taking of shares in the capital stock of the corporation, the number of directors which one railway company shall be entitled to appoint on the board of directors, and in respect to such other terms, matters and things as the Lieutenant Governor in Council may deem expedient, and, should any such railway company not be willing at the time of the organization of the corporation to become a shareholder, then to arrange, at the time of the allotment of the stock to the company or companies willing to come in, for the number of shares to be allotted to such other railway company when such company expresses its willingness to become a shareholder and the right of representation upon the board of directors, and any such railway company may subsequently become a shareholder upon agreement therefor between the said company, the then shareholders and the Lieutenant Governor in Council and upon the passing of an order by the Lieutenant Governor in Council, fixing the terms as arranged, and the Lieutenant Governor in Council is empowered to arrange with any such company or companies such other terms, matters and things as to the Lieutenant Governor in Council may seem expedient. Any agreement or contract entered into or made by the Lieutenant Governor in Council shall be on behalf of and in the name of the government, and shall be sealed with the great seal of the Province of Manitoba and signed by such officer as may be from time to time designated by the Lieutenant Governor in Council. The capital stock of the said corporation shall be held exclusively by the railway company or railway companies entering into any such arrangement or agreement with the Lieutenant Governor in Council under this section.
Shares so allotted by the Lieutenant Governor in Council shall not be assigned or transferred by the railway company receiving such allotment without the consent of the Lieutenant Governor in Council.
The board of directors may from time to time:
(a) borrow money upon the credit of the corporation;
(b) limit or increase the amount to be borrowed;
(c) issue bonds, debentures or other securities of the corporation for the lawful purposes of the corporation and no other, and may pledge or sell the same for such sums and at such prices as may be deemed expedient or be necessary, but no such bonds, debentures or other security shall be for less than one hundred dollars ($100.);
(d) hypothecate, mortgage or pledge all or any of the real or personal property of the corporation to secure any such bonds, debentures or other securities, and any indebtedness or sum or sums so borrowed for the purposes of the corporation.
The Lieutenant Governor in Council shall be entitled to appoint one representative, who shall be a member of the corporation, but not a shareholder. Such Government representative shall have the right to be present at all meetings of the corporation and directors, but shall not have the right to vote therein or thereat, except upon a vote being taken which results in an equal division of the directors, in which case the representative of the Government shall have the right to give a casting vote.
The representatives of the Government shall at all times have access to the books of the corporation and the right to report to the Government from time to time concerning the affairs of the corporation.
The Lieutenant Governor in Council shall have power to fix, regulate and control the tolls charged by the corporation for yardage, placing, loading, unloading, feeding, watering and service, but shall not fix such tolls at a lower rate than will enable the corporation to declare out of its profits a yearly dividend of 6% per annum on the actual amount paid in on the subscribed capital stock of the corporation which has been invested or expended by the corporation in, upon or about the purposes and objects of the corporation, after paying and providing for all debts, obligations and expenses which have been incurred in connection with the management, operation and business, and after setting aside a reasonable sum per annum for depreciation of the said premises.
No such tolls or rates shall be charged by the corporation or by any person until the same shall have been approved by the Lieutenant Governor in Council, nor until a tariff of such tolls or rates has been filed with and approved by the Lieutenant Governor in Council, nor shall any tolls or rates be charged any person whatsoever if disallowed by the Lieutenant Governor in Council, nor shall the corporation charge, levy or collect any toll or money for service, food, water or other thing except under the provisions of this Act.
It shall be unlawful for the corporation, or any officer, employee or servant of the corporation, to charge, collect or receive for yardage, loading, unloading, watering, weighing, caring for, feeding and service of stock prices greater or other than the prices fixed in accordance with the provisions of this Act.
The corporation or any officer, employee or servant thereof shall not afford or give any advantage or preference in tolls, rates, charges, or in any respect whatsoever, to any person, company, firm or corporation, nor shall the corporation subject any person, company, firm or corporation to any discrimination or disadvantage in tolls, rates or charges or otherwise.
Every person who wilfully violates any of the provisions of the three last preceding sections of this Act shall, on conviction before a police magistrate or any two justices of the peace, be liable to a penalty of not less than $100. or more than $500. in addition to the costs of the prosecution, and, in default of payment, to imprisonment for a period not exceeding six months.
Every person, company, firm or corporation having reason to believe that any preference or advantage is being given, or that they are being subjected to discrimination or disadvantage, in tolls, rates or charges, and having brought the cause of complaint before the directors of the corporation, and have failed to have the same removed, shall have the right to place the grounds of complaint before the Lieutenant Governor in Council, and the Lieutenant Governor in Council shall have power to make such order or orders as may seem requisite and necessary in order that all persons, companies, firms or corporations shall have equal rights and privileges in the enjoyment of the said public markets and facilities.
In all matters not provided for and not conflicting with any provisions of this Act, the provisions of The Corporations Act shall apply.
The corporation shall, at and for a price not greater than the price paid by the corporation for the lands purchased and acquired for the purposes of this Act, grant, transfer and convey to the government, or to any such city or cities, municipality or municipalities, as the Lieutenant Governor in Council may direct, upon the request of the Lieutenant Governor in Council, a portion or part of the said lands, containing an area of not more than 15 acres, for the purpose of establishing thereon a public slaughter house and cold storage plant; provided that, in the event of the corporation laying out, appropriating, setting apart and reserving a portion of its lands for packing houses, abattoirs and purposes other than markets, stock yards and railway facilities, then the Lieutenant Governor in Council shall have the first right to select therefrom the said portion or part hereinbefore mentioned as containing an area not exceeding 15 acres at and for the price aforesaid; provided further that no person or persons, firm or corporation shall be granted any site or location for any purpose whatsoever until and unless the site or lands for the public slaughter house and cold storage plant has been granted and conveyed as aforesaid.
The provisions of this Act shall have force and effect only in so far as, and in relation to matters in respect of which, the Legislature of Manitoba has authority to enact the same.
The Public Markets, Limited, hereby incorporated, is also authorized and empowered to build, establish, maintain and operate a public abattoir and cold storage plant upon the premises, in the City of St. Boniface, acquired by the Public Markets, Limited, for or in connection with the stock yards now established thereon, and for such purpose may borrow a sum or sums not exceeding $500,000., by the issue of bonds or debentures, guaranteed by the Province of Manitoba under any legislative powers conferred on said Government. Such debentures shall be issued in sums not exceeding $1,000., bearing such rate of interest, not exceeding 5% per annum, and shall be payable at such times and at such places, either within Canada or the United States of America or Great Britain and either in Canadian currency or in sterling money, as the directors of the corporation may by by-law provide, and the principal of the same shall be repayable at a time to be fixed by said directors, not more than 40 years from the issue thereof.
Such debentures shall be signed by any two of the directors of The Public Markets, Limited, and shall have coupons attached for the payment of interest half yearly or yearly, as may be directed, but the signatures of the said directors on the coupons may be lithographed.
It shall be the duty of the directors of said corporation, in case such debentures are issued, to make proper provision so far as the net surplus earnings of said abattoir and cold storage plant will permit or allow, for a sinking fund for the redemption of the same when they shall fall due, by depositing annually in the hands of a trust company, to be approved of by the Lieutenant Governor in Council, not less than 2% of the total amount of the principal of such debentures outstanding, such deposits to be invested by such trust company from year to year, and the fund arising therefrom to be applied towards the redemption of the said debentures when the same shall fall due.
The Public Markets, Limited, shall have power to lease or dispose of the said abattoir and cold storage plant when so acquired or constructed, or any part thereof, upon such terms as may be agreed upon by the directors of the said Public Markets, Limited, which said terms shall be subject to the approval of the Lieutenant Governor in Council.
The corporation shall also have power to sell and dispose of the hides and other offal of all animals slaughtered in such public abattoir.
The Lieutenant Governor in Council shall, from time to time, have the right to control, by order or Orders in Council, the rates and charges for slaughtering cattle and other live stock, and also all storage charges, to be levied and collected by the said corporation for any and all services in connection with the said public abattoir and cold storage plant, and the said corporation shall be bound at all times to insure and keep insured the said public abattoir and cold storage plant, and to keep the same in thorough repair, and shall observe any and all regulations relating to such insurance and repairs, and respecting the maintenance, control and operation of the said institution, as the said Lieutenant Governor in Council shall, from time to time, prescribe by Order in Council.
The rates and charges to be fixed and collected by the Public Markets, Limited, and which the Lieutenant Governor in Council under this section has power to regulate, shall not, without the consent of the directors of the Public Markets, Limited, be lower than will yield a net dividend or revenue of 7% per annum on the capital from time to time invested in said public abattoir and cold storage plant, and any equipment thereof.
The said corporation shall not afford or give any preference or advantage in tolls, rates or charges, or in any respect whatsoever, to any person, company, firm or corporation, nor shall they subject any person, company or corporation to any detriment, discrimination or disadvantage in tolls, rates or charges, or in any respect whatsoever, and they shall at all times afford all reasonable, proper and equal facilities for the use of the said abattoir and cold storage plant.
The agreement dated October 30, 1911, between His Majesty the King in the right of the Province, acting by the Minister of Public Works, the Canadian Pacific Railway Company, the Canadian Northern Railway Company, the Grand Trunk Pacific Railway Company and "The Public Markets, Limited," set forth in schedule A to this Act, and all things done and to be done under the said agreement for the purpose of carrying the same into effect, are hereby ratified and confirmed and declared to be legal, valid and binding upon the parties thereto; and the said parties thereto are empowered to do, execute and perform all things, rights, powers, duties and obligations therein set forth, conferred or made incumbent upon them, and each of them respectively, in the same manner and to the same effect as if such things, rights, duties and obligations in the said agreement had been specifically enacted in this Act.
This Act shall be deemed to be a public Act.