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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. 163
The Rural Railway Company of Manitoba Incorporation Act
WHEREAS An Act to incorporate "The Rural Railway Company of Manitoba" was assented to March 16, 1910;
WHEREAS the preamble to this Act when it was originally enacted provided as follows:
WHEREAS certain persons have by their petition prayed that they may be incorporated under the title of "The Rural Railway Company of Manitoba," for the purpose of constructing and operating a line of electric or steam railway, and an electric telegraph or telephone line, in the City of St. Boniface and on the east side of the Red River from a terminal point within the said City of St. Boniface to the international boundary at or near the Town of Emerson, in the Province of Manitoba, and on the west side of the Red River from a point at or near the City of Winnipeg to said international boundary at or near the Town of Emerson, with power to acquire the right to build such railway lines or telegraph lines on the public highway or otherwise, and with other powers hereinafter contained, and whereas it is expedient to grant the prayers of the said 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:
Albert Galliot, of Notre Dame des Lourdes, in the Province of Manitoba, doctor of medicine; Prosper Gevaert, of the City of St. Boniface, real estate agent; Francois Deniset, of the City of Winnipeg, in the Province of Manitoba, capitalist; Noel Bernier, barrister-at-law, and Joseph Alexandre Beaupre, barrister-at-law, both of the City of St. Boniface, in the Province of Manitoba, and such other persons as shall hereafter become shareholders of the said company, are hereby constituted a body corporate and politic under the name of "The Rural Railway Company of Manitoba."
The capital stock of the company shall be five hundred thousand dollars, in twenty-five thousand shares of twenty dollars each, with power to the company to increase the same as may be agreed upon by the majority in value of the shareholders at any annual meeting, or at a special meeting called according to the provisions of this Act.
The head office of the company shall be at the City of St. Boniface, but shareholders' or directors' meetings may be held either within or outside the Province of Manitoba, as may be decided upon by by-law of the company.
When company may begin operations
As soon as fifty thousand dollars of capital stock shall be subscribed and ten per cent of such subscribed capital shall have been paid, the company may begin to exercise the powers hereby granted.
The persons named in the first section of this Act, with power to add to their number, shall be and are hereby constituted provisional directors of the said company to obtain subcriptions for stock and organize said company, and shall hold office until after the election of directors, as hereinafter provided.
As soon as fifty thousand dollars of capital stock shall be subscribed and ten per cent of such subscribed capital shall have been paid, the shareholders shall proceed to elect a board of directors for said company, and the provisional directors, or a majority thereof, shall call a meeting of shareholders for that purpose.
Election of directors, five to nine in number
The board of directors shall consist of five or more persons, not to exceed nine, as shall be fixed by by-law (of whom a majority shall form a quorum), and shall be elected annually at a general or special meeting called in accordance with the provisions of this Act, and such election shall be by ballot by a majority of votes of the shareholders, who shall have paid all calls made upon the stock held by them, present in person or represented by proxy, each vote to represent one share.
There shall be a general meeting of the company in each year, and the board of directors shall have power to make by-laws governing the calling of such meeting or of any meetings of the company, but, notwithstanding such by-law or by-laws, the president, or a majority of the directors, or a majority in value of the shareholders who shall have paid all calls on the stock held by them, shall have power at any time, upon giving thirty days' notice by advertising the same in four issues of The Manitoba Gazette and in four issues of some daily newpaper published in the City of Winnipeg, to call a special meeting of the company, at which a majority in value of all the shareholders who shall have paid all calls on stock as aforesaid, shall constitute a quorum, and at such meeting there may be transacted any business of the company, including the election or dismissal of officers or directors, of which notice shall have been given in the manner aforesaid.
Election of president and vice-president
The directors so chosen shall immediately elect one of their own number to be president, and another to be vice-president, which president, vice-president and directors shall continue in office one year, or until others shall be chosen to fill their places, as provided hereinbefore or by the by-laws of the said company, and if any vacancy shall at any time happen by death, resignation or otherwise, during the said year, in the office of the president, vice-president or directors, the remaining directors shall fill such vacancy for the remainder of the year; any of such directors may be represented at directors' meetings by any other director present and holding a written proxy.
The several clauses of The Manitoba Railway Act shall be and the same are hereby incorporated with and shall be deemed to be part of this Act, and the expression, "this Act," when used in this Act, shall be understood to apply to and include the clauses of the said "Railway Act," except as hereinbefore varied.
Powers and objects of the company
The company shall have power to construct, maintain, equip, furnish, operate, alter and keep in repair a steam or electric railway, with double or single tracks, with necessary switches, side tracks and turnouts for the passage of cars, carriages or other vehicles, and wherever desired by the company, and crossing the lines of any other railway company in the City of St. Boniface, and from a terminal point within the said City of St. Boniface southerly, and on the east side of the Red River, to the international boundary at or near the Town of Emerson, also running from a terminal point at or near the City of Winnipeg southerly, and on the west side of the Red River, to the international boundary at or near the said Town of Emerson, and to acquire running powers over any existing lines, and to acquire property for townsite purposes, and to carry on the business of park proprietors, and also to run along any of the streets of the City of St. Boniface subject to the consent mentioned in section 12 of this Act, and to purchase therefor and equip such railways with all necessary rolling stock, locomotives, engines, power houses and electric appliances, to erect stations at suitable points on said railway, to transport and carry passengers and freight upon said railway, and to acquire, own, build, and run steamboats upon any navigable streams, and also to acquire, build and own any kind of saw mill.
Construction of telegraph lines and bridges
The company shall have power to construct and operate an electric telegraph line or lines along said railway, and to construct and maintain such bridges as shall be necessary or convenient for the use of said railway, except bridges over any navigable river or water, unless such last mentioned bridges have been authorized or approved by order of the Governor-General-in-Council.
The company shall have full power and authority to use and occupy any and such parts of any of the streets or highways in the City of St. Boniface, and the Municipalities of St. Vital, Ritchot, Morris, Montcalm, Emerson, Franklin, Springfield, Macdonald, Tache and De Salaberry, as may be required for the purpose of their railway tracks, poles, wires, conduits, works and appliances, the laying of rails and the running of their cars and carriages; provided always that the permission of the said rural municipalities and city shall first be had and obtained by by-law and the said rural municipalities and city are hereby respectively authorized to grant such permission to the said company to use and occupy said streets and highways as aforesaid within their respective limits upon such conditions and for such period or periods as may be agreed upon between the company and said respective municipalities and city.
The rails of the railway when the railway is constructed along any street or highway, as aforesaid, shall be laid flush (as nearly as practicable) with such street and highways and the railway track shall conform to the grades of the same, so as to offer the least possible impediment to the ordinary traffic of the said streets and highways, consistent with the proper working of said railway.
Agreements with other companies for connecting lines and for lease to, or amalgamation with, or purchase from another company and for other purposes
It shall be lawful for the said company to enter into any agreement with any other company, corporation, or persons, for the constructing, completion, equipment and operation of any line of railway between the City of Winnipeg and the intended terminus or termini of the railway of this company, within the powers of such other company, or for leasing, hiring or purchasing the franchises, rights, powers, assets, plant and appliances belonging to any such company, or for making running arrangements or amalgamating with any such company, or for entering into any agreement with such company or any other company for leasing, using, hiring any plant, rolling stock or other property and any power, heat or light belonging to such other company or to this company, or either or both, or purchasing any service to be rendered by the one company to the other or others, and the compensation therefor, such agreement to be approved by a majority in value of said shareholders, voting in person or by proxy at a general or special meeting to be called for that purpose in accordance with this Act, and every such agreement, when so approved, shall be valid and binding according to the terms and tenor thereof, and any comany accepting or executing any such lease or agreement, is hereby empowered to exercise all the rights and privileges in respect of such agreement or lease in this Act conferred.
Remedy in case passenger refuses to pay fare
The fare shall be due and payable by every passenger on entering the car, or other conveyance, and any person refusing to pay the fare when demanded by the conductor or driver, and refusing to quit the car, or other conveyance, shall be liable to a fine of not less than one dollar, and of not more than twenty dollars, besides costs, recoverable upon conviction before any justice of the peace, and upon default of payment of said fine and all costs forthwith, to imprisonment in the common gaol for period of not more than thirty days.
Company may supply light, heat or power and operate a telegraph line with necessary rights in streets and highways.
The company may carry on the business of producing, selling, leasing and disposing of in any manner electric light, heat or power and of operating an electric telegraph in any of the said rural municipalities, and shall have power to connect such line with their head office in the City of St. Boniface, and for such purposes, and subject to the provisions of section 12 hereof, shall have the right to erect and maintain all necessary poles, wires, conduits and appliances upon, in, along or across any streets or highways required by the company for the objects set out in this section, and shall at all times have the right to free access to such appliances and conduits without let or hindrance, subject always to the approval of said city or said rural municipalities.
Acquisition of land for residences, townsites, parks and company
The company shall have power to purchase, acquire, hold, lease or sell lands for residential purposes and for the purpose of establishing town sites, parks, pleasure grounds and market gardens, to lay out and survey the same and erect houses and other buildings thereon, to break up, cultivate, fertilize and improve such lands, plant trees, make roads, paths, fences and enclosures, and do such other acts as will add to the utility, convenience, beauty and enjoyment of said lands for the purposes in this section indicated.
Power to supply sand, gravel, stones, etc., and to acquire land for such purpose
The company is authorized and empowered to carry on the business of selling and supplying sand, gravel and stone for masonry or any other uses and, for the purpose of conducting said business, shall have power to purchase, acquire, hold, lease, sell or exchange lands containing sand or gravel beds or stone in places suitable for quarrying purposes, and to dig, sift, sell and supply such sand and gravel, and to blast, quarry, crush, trim and shave such stone suitable for the purposes for which it may be required, and to sell, furnish and supply the same, to acquire and operate all necessary plant and machines, and to do such other acts as are usual in connection with such business.
May carry on a general lumber and fuel business
The company is authorized and empowered to carry on a general lumber business and fuel business, and for such purpose shall have power to acquire timber limits, erect and operate saw mills, to chop and saw timber and manufacture the same into lumber or wood suitable for fuel, to enter into contracts to sell and supply wood and timber, to acquire, purchase, lease and hold lands for mill sites, lumber or wood yards, and to transact and carry on all matters usually connected with such business.
May own and operate a navigation business
The company is authorized and empowered to make, build, construct, purchase, possess, lease or sell tugs, tow-boats, barges, steam vessels, ships or craft as they shall require, and to sail, tow, operate and use the same in navigating any lake, stream, or waterway, and to take, carry, transport and convey persons and goods thereon in connection with said railway or otherwise, and to demand, charge and collect tolls therefor, and sections 39, 40 and 41 of The Manitoba Railway Act shall be deemed to apply to all tolls for or in respect to all persons and goods carried or transported as aforesaid.
May contract with cities to clean streets, remove garbage, etc.
The company is authorized and empowered to enter into a contract with the Cities of Winnipeg and St. Boniface, or either of them, to clean said city or cities, or the streets or other portions thereof, and to collect, remove and carry away all garbage and refuse therefrom, and, for the purpose of carrying out such contract, to purchase, hire, rent or otherwise acquire all necessary animals, plant, wagons, tools, machines and appliances and to do such other acts as are necessary to the due fulfilment thereof.
Form of deed to company of land
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 like effect, and the same may be registered in the land titles district of Winnipeg.
Agreement between City of St. Boniface and the company respecting the railway and its operations
The council of the said city of St. Boniface and the said company are hereby respectively authorized to make and to enter into any agreement or convenant relating to the construction of the said railway and telegraph lines, for the paving, macadamizing, repairing and grading of the streets or highways, and the construction, opening of and repairing of bridges and drains, the location of the railway and telegraph line and the particular street or highway along which the same shall be laid, the pattern of rails, the time and speed of running the cars, the time within which the works are to be commenced, the manner of proceeding with same, and the time for completion, and generally for the safety and convenience of passengers, the conduct of the agents and servants of the company, and the non-obstructing or impeding of the ordinary traffic.
Municipalities may pass by-laws to carry agreements into effect
The said city and municipalities are hereby authorized to pass any by-law or by-laws for the purpose of carrying into effect any such agreement and covenants and containing all necessary clauses, provisions, rules and regulations for the conduct of all parties concerned, and for the enjoining and compelling obedience thereto, and also for the facilitating of the running of the company's cars and for regulating the traffic and conduct of all persons travelling upon the streets and highways through which the said railway may pass.
The said company shall have the right to receive any bonus from any person or corporation authorized to grant the same.
Issue of paid-up stock in payment for property of any kind and for services of contractors, engineers and others
The directors of the company elected by the shareholders may make and issue as paid up stock shares in the company, whether subscribed or not, and may allot and hand over such stock in payment for real or personal property, plant, rolling stock or materials of any kind, and also for the services of contractors, engineers, solicitors, agents and employees and such issue and allotment of stock shall be binding on the company, and such stock shall not be assessable for calls, and the said directors may sell, either by public auction or private sale, and in such manner and on such terms and for such price or discount as to them may seem meet, any unissued shares, or may pledge such shares for the payment of loans or advances made or to be made thereon, or for the payment of any sums of money borrowed by or advanced to the company.
The stock of the company shall be deemed personal estate, and shall be transferable in such way as the directors shall by by-law direct.
The company may purchase, lease, hold or acquire, mortgage, let or transfer any real or personal estate required for the purposes of carrying on the business of the company.
The directors of the company may, subject to the provisions of this Act, issue bonds, debentures or other securities, signed by the president or other presiding officer and countersigned by the secretary, which counter-signature and the signature of the coupons attached to the same may be engraved, and such bonds, debentures or other securities may be made payable at such times and in such manner and at such place or places in Canada, or elsewhere, and may bear such rate of interest not exceeding six per cent per annum, as the directors think proper.
Sale or pledge of securities to raise funds
The directors may issue and sell or pledge all or any of the said bonds, debentures or other securities at the best price and on the best terms and conditions which at the time they may be able to obtain, for the purpose of raising money for prosecuting the said undertaking.
No such bond, debenture or other security shall be for a less sum than one hundred dollars.
There may be successive issues of bonds
The power of issuing bonds conferred upon the company shall not be construed as being exhausted by such issue, but such power may be exercised from time to time upon the bonds constituting such issue being withdrawn or paid off and duly cancelled.
Mortgage of undertaking to secure bonds
The company may secure such bonds, debentures or other securities by a mortgage deed or deeds creating such mortgages, charges and encumbrances upon the whole or any portion of such property, assets, rents and revenues of the company, present or future, or both, as are described in the said deed or deeds, but such mortgage of such rents and revenues shall be subject to the payment of the working expenses of the company, and by the said deed or deeds the company may grant to the holders of such bonds, debentures or other securities or the trustees, named in such deed, all and every the powers, rights and remedies granted by this Act in respect of the said bonds, debentures or other securities, and all other powers, rights and remedies not inconsistent with this Act, or may restrict the said holders or trustees in the exercise of any power, privilege or remedy granted by this Act, as the case may be, and all the powers, rights and remedies so provided for in such mortgage deed or deeds shall be valid and binding and available to the said holders or trustees in manner and form as therein provided.
Securities to be a first claim and charge upon the whole undertaking
The bonds, debentures or other securities hereby authorized to be issued shall be taken and considered to be the first preferential claim and charge upon the company, and the franchise, undertaking, tolls and income, rents and revenues, except as aforesaid, and real and personal property thereof at any time acquired, saving and excepting always such real or personal property as the company shall possess, occupy or acquire under section 17 of this Act.
Holders of securities to be paid pro rata
Each holder of the said bonds, debentures or other securities shall be deemed to be a mortgage or encumbrancer upon the said securities pro rata with all the other holders, and no proceedings authorized by law or by this Act, shall be taken to enforce payment of the said bonds, debentures or other securities or for the interest thereon, except through the trustee or trustees appointed by or under such mortgage deed.
If default made in payment, holders to have rights of shareholders
If the company make default in paying the principal of or interest on any of the bonds, debentures, other securities hereby authorized at the time when the same by the terms of the bond, debenture or other security becomes due and payable, then at the next annual meeting of the company, and at all subsequent meetings, while such default continue all holders of bonds, debentures or other securities shall in respect thereof have and possess the same rights and privileges and qualifications for being elected directors, and for voting at general meetings as would attach to them as shareholders if they held fully paid up shares of the company of a corresponding amount.
But only if so provided in the mortgage and if bonds etc., duly registered
The rights given by this section shall not be exercised by any such holder unless it is so provided by the mortgage deed, nor unless the bond, debenture or other security, in respect of which he claims to exercise such rights, has been registered in his name in the same manner as the shares of the company are registered at least ten days before he attempts to exercise the right of voting thereon, and the company shall be bound, on demand, to register such bonds, debentures or other securities and thereafter any transfers thereof in the same manner as shares or transfers of shares.
Other rights of holders not taken away
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, debentures or other securities are entitled under the provisions of such mortgage deed.
All bonds, debentures or other securities hereby authorized may be made payable to bearer and shall in that case be transferable by delivery until registration thereof as hereinbefore provided and while so registered they shall be transferable by written transfers registered in the same manner as in the case of the transfer of shares.
Negotiable instruments to which company is a party
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 note or bill of exchange so made, drawn, accepted or endorsed shall be presumed to have been made, drawn, accepted and 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 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.
Rights of Winnipeg Electric Railway Company not to be infringed upon
Nothing in this Act shall in any way interfere with or prejudice the rights of The Winnipeg Electric Street Railway Company or its successors, the Winnipeg Electric Railway Company, in the City of Winnipeg, nor take away their rights elsewhere.
This Act shall come into force on the day it is assented to.
SCHEDULE A
Know all men by these presents–
In consideration of dollars to by "The Rural Railway Company of Manitoba," now paid, the receipt whereof is hereby acknowledged, do grant all that certain parcel of land situate the same having been selected by the company for the purposes of their railway, to hold with the appurtenances thereof unto the said "The Rural Railway Company of Manitoba," their successors and assigns.
As witness hand and seal
this
day of A.D. one thousand hundred and
Signed, sealed and delivered in the presence of .
NOTE: This Act replaces S.M. 1910, c. 110.