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the purchase or transfer, by deed of assignment, of their line of railway or undertaking, with the appurtenances and privileges thereto belonging, or in any manner appertaining thereto and the Company hereby incorporated, may assign, transfer or lease their railway or any part thereof, or any rights or powers acquired under this Act, and the surveys, plans, work, plant, stock, machinery or other effects belonging thereto, to any other incorporated company, person or persons, or corporations, upon such terms and conditions, and with such restrictions as the Directors may deem expedient.

holders to

15. All shareholders in the said Company, whether British All sharesubjects or aliens, or residents of Canada or elsewhere, have and have equal shall have equal rights to hold stock in the said Company, and to rights. vote on the same, and to be eligible to office in the said Company.

of land.

16. Any deed of conveyance of land to the said Company may Form of be in the form of Schedule A to this Act annexed, and may be conveyance enregistered at full length upon the affidavit of one of the witnesses to the execution thereof, made before the officers usually authorized to receive the same; and a deed in such form, or in words of like import, shall be a legal and valid conveyance of the land and immoveables therein mentioned to all intents and purposes; and the registration thereof shall be of the same effect as if such deed were executed before a notary.

1

construction

17. The powers given by this Act shall be exercised by the Time for commencement of the said railway, within two years after the limited. coming into force of this Act, and its completion within five years therefrom.

18. This Act shall be known and cited as the " Central Railway Short Title. of Manitoba Act."

19. The foregoing sections and provisions of this Act shall Foregoing sections shall have force and effect upon, from and after the day which be may be in force appointed for that purpose by Proclamation issued under an Order only on pro of the Governor in Council, and not before.

of

SCHEDULE A.

Form of Deed of Sale.

Know all men by these presents, that I, A. B., in consideration paid to me by the Central Railway Company of Manitoba, the receipt whereof is hereby acknowledged, grant, bargain, sell and convey unto the said Central Railway Company, their successors and assigns, all that tract or parcel of land (describe

214

the

clamation.

the land), to have and to hold the said land and premises unto the said Company, their successors and assigns forever.

Witness my hand and seal, this one thousand eight hundred and

day of

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Preamble.

Declaratory.

Certain persons incorpo

rated.

Corporate name and powers.

Where the

make their

CAP. LXXVIII.

An Act to incorporate the North-Western Railway
Company of Manitoba.

[Assented to 14th June, 1872]

WHEREAS the persons hereinafter mentioned have, by their petition, represented that the opening up of the North West Territories for settlement will tend largely to increase the trade of the country bordering on the Assineboine and Lake Manitoba with the United States; and with a view to meeting the requirements of that trade, the petitioners are desirous of being incorporated as a company to construct a railway from Lake Manitoba, at or near Portage la Prairie, to the United States boundary line in the vicinity of Pembina; and it is expedient to grant their prayer: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. The North-Western Railway of Manitoba is hereby declared to be a work for the general advantage of Canada.

2. John Schultz, M. P., the Honorable Donald Gunn, Walter R. Bown, Alex. McCarther, Charles Mair, with all such other persons and corporations as shall become shareholders in the Company hereby incorporated, shall be, and are hereby constituted a body corporate and politic by the name of the "North-Western Railway Company of Manitoba;" and shall have all the powers incident to railway corporations in general, and the powers and privileges conferred on such corporations by "The Railway Act, 1868," subject, however, to the provisions hereinafter contained.

3. The said Company and their agents and servants may lay Company may out, construct and finish a double or single iron railway, of such width or gauge as the Company see fit, from the boundary line of the United States, at or near Pembina, in as direct a line as may be, to a point on the proposed Canadian Pacific Railway, in the

railway,

vicinity

vicinity of Portage la Prairie; and may effect a junction, or make running arrangements with such Pacific Railway, or with other railways in the Province of Manitoba.

4. The capital stock of the said Company shall not exceed, in Capital stock. the whole, the sum of one million dollars, to be divided into ten and shares and application thousand shares, of one hundred dollars each, which amount shall thereof. be raised by the persons herein before named, and such other persons and corporations as may become shareholders in the said stock; and the money so raised shall be applied, in the first place, to the payment of all fees, expenses and disbursements for procuring the passing of this Act, and for making the surveys, plans and estimates connected with the railway; and all the rest and remainder of such money shall be applied towards making, completing and maintaining the said railway, and other purposes of this Act.

receive grants.

5. It shall be lawful for the said Company to receive, either by Company may grant from Government, or from any private individuals or corporations, as aid in the construction of the said railway, any vacant lands in the vicinity thereof, or any other real or personal property, or any sums of money, either as gifts or in payment of stock; and legally to dispose of the same and alienate the lands or other real or personal property for the purposes of the said Company, in carrying out the provisions of this Act.

Directors

6. The persons hereinbefore named shall be, and are hereby Provisional constituted, a Board of Directors of the said Company, with and their power to increase their number to seven, and shall hold office as powers, such until other Directors shall be appointed, under the provisions of this Act, by the shareholders; and shall have power and authority to fill vacancies occurring therein; to open stock books and procure subscriptions for the undertaking, and to make calls upon subscribers; to cause surveys and plans to be made and executed; to call a general meeting of shareholders for the election of other Directors as hereinafter provided; and generally to do all such other acts as such Board, under the Railway Act, may lawfully do. The said Directors are hereby empowered to take all necessary steps for opening the stock books for the subscription of parties Stock Books. desirous of becoming shareholders in the said Company; and all parties subscribing to the capital stock of the said Company, shall be considered proprietors and partners in the same.

of share

Directors.

7. When and as soon as fifty thousand dollars of the First meeting capital stock (which capital stock shall not be less than holders, six hundred thousand dollars) shall have been subscribed and election of as aforesaid, and paid in, the said Directors, or a majority of them, may call a meeting of the shareholders at such time and place as they shall think proper,-giving at least four weeks' notice in one or more newspapers published at Winnipeg; at which said general meeting, and at the annual general meetings in the following sections mentioned, the shareholders present, either in person

er

Annual gene

ral meeting, and election.

Quorum of
Dirctors.

Proviso.

Calls limited.

Notice.

Company may

to promissory

notes.

or by proxy, shall elect seven Directors in the manner and qualified as hereinafter provided; which said Directors shall constitute a Board of Directors, and shall hold office till the first Tuesday in September, in the year following their election.

8. On the said first Tuesday in September, and on the first Tuesday in September in each year thereafter, at the principal office of the said Company, there shall be held a general meeting of the shareholders of the Company; at which meeting the said shareholders shall elect a like number of seven Directors for the then ensuing year, in the manner and qualified as hereinafter provided: and public notice of such annual meeting and election shall be published one month before the day of the election, in one or more newspapers published at Winnipeg; and the election for Directors shall be by ballot; and the persons so elected shall form the Board of Directors.

9. A majority of the Directors shall form a quorum for the transaction of business; and the said Board of Directors may employ one or more of their number as paid Director or Directors: Provided however that no person shall be elected as a Director unless he shall be the holder and owner of at least ten shares of the stock of the said Company, and shall have paid up all calls upon the stock.

10. The Directors may, at any time, call upon the shareholders for instalments upon each share which they, or any of them, may hold in the capital stock of the said Company, in such proportion as they may see fit,-no such instalment exceeding ten per cent.; and the Directors shall give one month's notice of such call, in such manner as they may appoint.

11. The said Company shall have power and authority to bebecome parties come parties to promissory notes and bills of exchange, for sums not less than one hundred dollars; and any such promissory note inade or endorsed by the President or Vice-President of the Company, and countersigned by the Secretary and Treasurer of the said Company, and under the authority of a majority of a quorum of the Directors, shall be binding on the said Company; and every such promissory note or bill of exchange so made, shall be presumed to have been made with proper authority until the contrary be shewn; and in no case shall it be necessary to have the seal of the said Company affixed to such promissory note or bill of exchange; nor shall the said President, or Vice-President, or the Secretary and Treasurer, be individually responsible for the same, unless the said promissory notes or bills of exchange have been issued without the sanction and authority of the Board of Directors as herein provided and enacted: Provided however that nothing in this section shall be construed to authorize the said company to issue notes or bills of exchange payable to bearer, or intended to be circulated as money or as the notes or bills of a bank,

Proviso,

12. The Directors of the said Company are hereby authorized May issue and empowered to issue bonds or debentures, which shall be and bonds and debentures, form a first charge on the undertaking, lands, buildings, tolls and chargeable on income of the Company, or any, either or all of them, as may be works. expressed by the said bonds or debentures; and such bonds or Form. debentures shall be in such form, and for such amount, and payable at such times and places as the Directors may from time to time appoint and direct the said bonds or debentures shall be signed by the President or Vice-President, and shall have the corporate seal of the company affixed thereto : Provided that the Proviso. amount of such bonds or debentures shall not exceed fifteen thousand dollars per mile, to be issued in proportion to the length of railway under contract or to be constructed under and by virtue of this Act: but no such debentures shall be for a less sum than one hundred dollars.

13. The Directors of the said Company, elected by the share- Arrangements holders, in accordance with the provisions of this Act, shall have with other companies. power and authority to enter into and conclude any arrangements with any other chartered railway company, for the purpose of making any branch or branches to facilitate a connection between the Company hereby incorporated and such other chartered railway company.

chase any

14. The said Company is also authorized and empowered to Power to purcontract and agree with any incorporated railway company for other railway the purchase or transfer by deed of assignment of their line of or sell theirs. railway or undertaking, with the appurtenances and privileges thereto belonging, or in any manner appertaining thereto; and the Company, hereby incorporated, may assign, transfer or lease their railway or any part thereof, or any rights or powers acquired under this Act, and the surveys, plans, work, plant, stock, machinery or other effects belonging thereto, to any other incorporated company, person or persons or corporations, upon such terms and conditions and with such restrictions as the Directors may deem expedient.

15. All shareholders in the said Company, whether British All sharesubjects or aliens or residents of Canada or elsewhere, have and holders to have equal rights. shall have equal rights to hold stock in the said Company and to vote on the same, and to be eligible to office in the said Company.

land.

16. Any deed of conveyance of land to the said Company may Form of conbe in the form of Schedule A to this Act annexed, and may be veyance of enregistered at full length upon the affidavit of one of the witnesses to the execution thereof, made before the officers usually authorized to receive the same; and a deed in such form, or in words of like import, shall be a legal and valid conveyance of the land and immoveables therein mentioned to all intents and purposes; and the registration thereof shall be of the same effect as if such deed were executed before a notary.

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