|This is an unofficial archived version of The Winnipeg North-Eastern 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. 225
The Winnipeg North-Eastern Railway Company Incorporation Act
|Table of Contents|
WHEREAS An Act to incorporate "The Winnipeg North-Eastern Railway Company" was assented to March 24, 1911;
WHEREAS the preamble to this Act when it was originally enacted provided as follows: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:
Robert Richardson Muir, merchant; Edward Borden Reese, electrical engineer; David Low Mather, gentleman; Arthur Edward Muir, merchant; William Redford Mulock, King's counsel, and Joseph Alexander Beaupre, barrister-at-law, all of the City of Winnipeg, in the Province of Manitoba, and such other persons or corporations as shall become shareholders in the company hereby incorporated, shall be, and the same are hereby constituted and declared to be, a body corporate and politic by and under the name of "The Winnipeg North-Eastern Railway Company," and the words "the company" hereinafter used shall mean "The Winnipeg North-Eastern Railway Company."
The several sections 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 railway to be constructed by them.
The company shall have full power and authority to construct, equip, maintain and operate a railway, operated by steam or other power, with double or single tracks, running from a point in or near the City of Winnipeg northerly and easterly along the east shore of Lake Winnipeg to the northern boundary of the Province of Manitoba, as now defined, or as it may be extended, with necessary switches, sidings and turnouts, and crossing the lines of any other railway company, and to acquire running powers over any existing lines.
The company shall also have power to construct a telephone line for the purposes of the said railway, and to construct and maintain such bridges as shall be necessary or convenient for the use of the said railway, and also bridges over any navigable rivers or waters, provided such shall be authorized by the Governor-General-in-Council.
The company is authorized and empowered to engage in and carry on express business on said railway, and to construct and operate an electric telegraph line.
The persons named in the first section of this Act, with power to add to their number, shall be and are hereby constituted the 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 forthwith to open stock books and to procure subscriptions of stock, and to organize the company.
The capital stock of the company shall be five hundred thousand dollars, to be divided into five thousand shares of one hundred dollars each, and the money so raised shall be applied, in the first place, in the payment of all fees, expenses and disbursements for the procuring the passing of this Act, and for the making of 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.
The head office of the company shall be at the City of Winnipeg. As soon as fifty thousand dollars of capital stock shall be subscribed, and ten per cent, thereof shall have been paid, the company may begin to exercise the powers hereby granted, and the provisional directors shall call a meeting of the shareholders at such time and place as they shall determine for the purpose of electing directors. The said meeting shall be called by giving at least two weeks' previous notice in The Manitoba Gazette and in a daily newspaper published in Winnipeg, and at such general meeting the shareholders may choose not less than three nor more than nine persons to be 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.
All deeds and conveyances of land to the said company, for the purposes of this Act, in so far as the circumstances will admit, may be in the form of schedule A to this Act subjoined, or in any other form to a like effect, and the same may be registered in the proper registry or land titles office.
No person shall be disqualified as a director or a provisional director of the company by reason only that the company has entered into, or may or do hereafter enter into, any contract or agreement with him, or by reason that he is interested in any other company with which this company may have any contract.
No stockholder in the company shall be liable to any greater extent than the amount unpaid upon any stock held by him.
No person holding stock in the company as an executor, administrator, tutor, curator, guardian or trustee shall be personally subject to liability as a shareholder, but the estate and funds in the hands of such person shall be liable in like manner and to the same extent as the testator or intestate, or the minor, ward or other interested person in such trust fund, would be if competent to act and holding such stock in his own name, and no person holding such stock as collateral security shall be personally subject to such liability, but the person pledging such stock shall be considered as holding the same and shall be liable as a shareholder accordingly. All stock issued by the company shall be deemed personal estate.
Every such executor, administrator, tutor, curator, guardian or trustee shall represent the stock in his hands at all meetings of the company, and may vote accordingly as a shareholder; and every person who pledges his stock may, nevertheless, represent the same at all such meetings and may vote accordingly as a shareholder.
The directors shall have full power in all things to administer the affairs of the company and to do all things necessary to carry out the objects and exercise all of the powers incidental to the company, and may make or cause to be made for the company any description of contract which the company may by law enter into.
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 the 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 powers, rights and franchises, and all the assets and property 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 conferred on, granted to or 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 provision shall be made for giving the voting power to the stockholders of such of the companies as shall be entitled thereto, either by 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 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.
The company shall have power to lease or to make running arrangements with any railway lines in the Province of Manitoba, or crossing or connecting with the same.
The company may receive, either by grant, gift or otherwise, from any government, or from any corporation, except municipal, or person, as aid in the construction of any of the works or operations authorized by this Act, or for carrying on the same, lands, properties, franchises, sums of money, debentures and guarantees as gifts or by way of bonus or otherwise, and may dispose thereof, and may alienate the same in promoting any of the affairs, businesses and operations of the company; and the company may receive exemptions from taxation and all other exemptions that may be granted by municipal or other authorities by by-law, resolution or otherwise.
The company may, with the consent of the majority of shareholders present or represented by proxy, and subject to the approval of the Lieutenant-Governor-in-Council, enter into any agreement with any company for the purchase of or lease of the property, rights, franchises and undertakings of, or may lease or transfer by proper conveyance to any such other company, on such terms and for such price as may be agreed on, its rights, undertakings, franchises and properties, real and personal; and any other company may sell and convey to the company the undertakings, rights, franchises and property, real and personal, of such other company; and, in case of any sale under this Act, the company to which such sale or conveyance is made shall have all the rights of exercising the powers, privileges and franchises of the company entering into such sale or purchase, and any such other company is empowered to do any of the acts referred to in this section.
The directors of the company may, with the consent of a majority of the shareholders present or represented by proxy, 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.
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.
The power issuing bonds conferred upon the company shall not be construed as being exhausted by any issue, but such power may be exercised from time to time, the bonds constituting such issue being withdrawn or paid off and duly cancelled.
The company may secure such bonds, debentures or other securities by a mortgage deed or deeds, creating such mortgages, charges and incumbrances upon the whole or any portion of the property and undertaking, any franchises, 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.
Each holder of the said bonds, debentures or other securities shall be deemed to be a mortgagee or incumbrancee 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 the company make default in paying the principal of or interest on any of the bonds, debentures or 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 continues, 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.
If so provided in the mortgage and if the bonds are registered
(a) 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 bondholders not taken away
(b) 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 from time to time be made payable to bearer, and shall in that case be transferable by delivery until registration thereof, and while so registered they shall be transferable by written transfers registered in the same manner as in case of the transfer of shares.
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 note or bill of exchange so made, drawn, accepted or indorsed shall be presumed to have been made, drawn, accepted and 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.
The directors of the company may, in addition to the powers herein conferred, borrow money for any of the purposes of the company, and may secure the repayment of any moneys so borrowed or any other moneys owing by the company in such manner and upon such terms and conditions as the directors see fit, and particularly by the mortgage, pledge or hypothecation of all or any of the assets, property, powers or franchises of the company, subject, however, to the rights of the bondholders of the company, if any, as herein provided.
It shall not be necessary, in order to preserve the priority of any lien, charge, mortgage or privilege purporting to appertain to or be created by any mortgage deed executed under the provisions of this Act, that such deed should be registered or filed in any manner or in any place other than in the office of the Provincial Secretary, of which filing notice shall be given in The Manitoba Gazette.
This Act shall come into force on the day it is assented to.
Know all men by these presents that I in consideration of dollars, paid to me by "The Winnipeg North Eastern Railway Company," the receipt whereof is hereby acknowledged, do grant and transfer 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 Winnipeg North Eastern Railway Company," their successors and assigns.
As witness hand and seal,
day of A.D. one thousand
hundred and .
Signed, sealed and delivered
in the presence of
NOTE: This Act was replaces S.M. 1911, c. 116.