CHAPTER 132. An Act Respecting the Incorporation of Railway Companies by Letters Patent and their Powers. Short title. TARIFF OF FEES .S. 66. .S. 67. H ER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: SHORT TITLE. 1. This Act may be cited as "The Railway Companies Incorporation Act." Lieut. Gov. in INCORPORATION AND ORGANIZATION. 2. The Lieutenant Governor in Council may grant Letters grant Letters Patent of incorporation to Companies for the construction and corporate rail- operation of railways within the Province. 46 and 47 V. c. 47. s. 1, part: 51 V. c. 38, s. 1. Patent to in way com panies. Who may form. Articles of association. Corporate name. Chief place of business. Termini of railway. Length and route, 3. Any number of persons, not less than five, may form themselves into a Company for the purpose of constructing, maintaining and operating a railway for public use in the conveyance of persons and property in the Province of Manitoba. 46 and 47 V. c. 47, s. 2, part. 4. For that purpose such persons may make and sign articles of association, in which shall be stated,— (.) The name of the proposed Company: (5.) The name of the intended principal place of business; (c.) The place from and to which the railway of the proposed Company is to be constructed, maintained and operated: (.) The length of such railway as near as may be, and the route or proposed route thereof ; (e.) The amount of the capital stock of the Company, which Capital. shall not be less than five thousand dollars for every mile of railway constructed or proposed to be constructed; (f) The number of shares of which the said capital stock Shares. shall consist, no share being of an amount less than one hundred dollars: ors. (g.) The names and places of residence of the first Directors First Directof the Company. 46 and 47 V. c. 47, s. 2, part; 50 V. c. 37, s. 1. powers of 5. Such first Directors shall be not less than five in number Number and and shall manage its affairs for the first year, or until others first Directors are chosen in their places, and shall have all necessary powers for the calling of the first meeting of stockholders, giving at least thirty days notice thereof, and for the opening of stock books, and receiving subscriptions thereon, and, generally, to do all things necessary to complete the organization of the Company. 46 and 47 V. c. 47, s. 2, part. articles of 6. Each subscriber of such articles of association shall sub- Subscribers to scribe thereto his name, his place of residence and the number association to of shares he agrees to take in the Company. 46 and 47 V. c. 47, s. 3. append his name and number of shares. sary. 7. Such articles of association shall not be acted on until at Stock subscriptions and least twenty per cent. of the stock required shall have been deposit neces subscribed in good faith, and five per cent. of the amount so subscribed paid into a chartered bank in the Province to the credit of the Provincial Treasurer, and a certified copy of a deposit receipt for such deposit filed with the Provincial Treasurer, and there is endorsed on such articles or annexed thereto a statutory declaration made by at least three of the Directors named in the said articles of association, stating that the amount of stock required by this section has been subscribed in good faith and five per cent. paid in cash as aforesaid and that it is intended in good faith to construct, maintain and operate the railway mentioned in such articles of association, which declaration shall be recorded with the articles of association. 46 and 47 V. c. 47, s. 5: 51 V. c. 38, s. 3. Patent not deposit 8. If the Letters Patent be not granted, such moneys so If Letters deposited shall be paid back by the Provincial Treasurer to granted, the applicants; and if such Letters Patent be granted, the refunded. Provincial Treasurer may pay out such moneys so deposited for actual work done upon such railway. In case such If granted, to Letters Patent become void for any reason, the Provincial for work done; Treasurer may repay such moneys so deposited to the Patent become applicants for such Letters Patent. 51 V. c. 38, s. 3. be paid out or if Letters void, moneys may be repaid. When Com pany is entitled to receive of incorporation. 9. On compliance with the provisions herein before stated, such articles of association shall be filed in the Department of Leters Patent the Railway Commissioner for Manitoba, who shall endorse thereon the day they are filed and record the same in a book to be provided by him for that purpose, and thereupon the persons who have so subscribed such articles of association and all persons who shall become stockholders in such Company shall be entitled to receive Letters Patent of incorporation under the name specified in such articles of association. 46 and 47 V. c. 47, s. 4; 49 V. c. 49, s. 5, part; 51 V. c. 38, s. 2, part. Application of Railway Act. 10. Such Company so incorporated shall have all the powers, rights and privileges given by and shall be subject to the provisions of "The Manitoba Railway Act" and all Acts amending the same, as fully and completely as if such Company so incorporated had been incorporated by special Act as provided in the said "The Manitoba Railway Act": Provided that, where the provisions of said Act are inconsistent with the provisions of this Act or any amendments thereof, then the provisions of this Act and amendments shall govern in relation to any such Company so incorporated thereunder. 51 V. c. 38, s. 2, part. Lieut. Gov. in 11. The Lieutenant Governor in Council may insert in such Council may insert restric- charter of incorporation any further restrictions or powers not inconsistent with this Act. 51 V. c. 38, s. 6. tions. Telegraph and 12. The Company shall have power to construct and operate a line or lines of telegraph and telephone along the line of or in connection with its railway. 51 V. c. 38, s. 5, s-s. 20. DIRECTORS--OFFICERS. Number of Directors how chosen. 13. The number of the Directors shall be that fixed by the Letters Patent of incorporation, unless and until otherwise provided by the by-laws of the Company. 14. The said Directors shall be chosen by a majority of the votes of shareholders voting at such election, in such manner as may be prescribed by the by-laws of the Company, and Term of office, they may and shall continue to be Directors until others are elected in their places. 46 and 47 V. c. 47, s. 8, s-s. 1. Vote 15. In the election of Directors, each shareholder shall be entitled to one vote for each share of stock held by him. 46 and 47 V. c. 47, s. 8, s-s. 2. Board. 16. Vacancies in the Board of Directors shall be filled in Vacancies in such manner as may be prescribed by the by-laws of the Company. 46 and 47 V. c. 47, s. 8, s-s. 3. 17. The scrutineers of the first election of Directors shall Scrutineers. be appointed by the Board of Directors named in the articles of association. 46 and 47 V. c. 47, s. 8, s-s. 4. Who eligible 18. No person shall be eligible for election as a Director, for Director. unless he is a shareholder owning stock absolutely in his own right to the value of one thousand dollars and qualified to vote for Directors at the election at which he shall be chosen. 46 and 47 V. c. 47, s. 8, s-s. 5. papers at 19. At every election of Directors the books and papers of Books and the Company shall be exhibited to the meeting. 46 and 47 V. election. c. 47, s. 8, s-s. 6. appoint Vice-Presi 20. The Directors shall appoint a President and a Vice- Directors to President out of their number, and may appoint a Treasurer President and and a Secretary neither of whom shall be a Director, and such dent, et al. other officers and agents as shall be prescribed by their by-laws. 46 and 47 V. c. 47, s. 9. vided for. 21. In cases unprovided for in this Act, the President and Cases unproDirectors shall have the powers and duties assigned to such officers by "The Manitoba Railway Act." 46 and 47 V. c. 47, s. 10, s-s. 2. CAPITAL-SHAREHOLDERS. ors may open 22. When such articles of association and affidavit are When Directfiled and recorded in the Department of the Railway Com-stock books. missioner as aforesaid, the Directors named in the said articles of association may, in case the whole of the capital stock has not before been subscribed, re-open the books for subscription in such places and after giving such notice as they may deem expedient, and may continue to receive subscriptions until the whole capital stock is subscribed. 46 and 47 V. c. 47, s. 6; 49 V. c. 49, s. 5. stock. 23. At the time of subscription every subscriber shall Amount to be pay paid at time to the Directors five per cent. of the amount subscribed by of subscribing him, in cash; and no subscription will be received or taken without such payment, and the money so received shall be deposited to the credit of the Company in a chartered bank as aforesaid. 46 and 47 V. c. 47, s. 7. |