been authorized or empowered to construct within the time or times now or hereafter limited for such purpose, shall not operate as a forfeiture of its charter, and notwithstanding such failure the corporate existence and powers of the company shall continue, except in so far as it relates to such portion of the line of the railway authorized as shall not be constructed within the time limited or which shall be limited for that purpose.

This Act shall be deemed a public Act.

SCHEDULE.

Know all men by these presents, that I, A. B., in consideration of paid to me by the Brandon, Birtle and Swan River Railway Company, the receipt whereof is hereby acknowledged, grant, bargain, sell and convey unto the said the Brandon, Birtle and Swan River Railway Company, their successors and assigns, all that tract or parcel of land (describe the land) to have and to hold the said land and premises unto the said company, their successors and assigns for ever.

An Act to incorporate the Manitoba Central Railway Company.

[Assented to 7th July, 1883.]

Whereas the construction of a railway running from the Preamble. city of Winnipeg to the town of Morris, thence westerly or north-westerly to the western boundary of the Province, and a branch of said Railway from Morris easterly or north-easterly to the Lake of the Woods.

And whereas a petition has been presented for the incorporation of a Company for that purpose,

Names of corporation.

Powers of company to construct a

cert in line of railway.

Provisional directors.

of stock.

And it is expedient to grant the prayer of such petition,

Therefore, Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows:

1. Thomas C. Scoble, gentleman; William N. Kennedy, registrar; Hugh S. Donaldson, gentleman; Robert Adamson, banker; Stewart Mulvey, brewer; Edward P. Leacock, gentleman; Daniel H McMillan, miller; all of the city of Winnipeg; George A. Glines, Agent; Alexander McKay, merchant; John Lane, agent; George Stevenson, Gentleman; John A. Walker. registrar; all of the town of Morris; together with all such persons and corporations as shall become shareholders in the company hereby incorporated, shall be and are hereby constituted a body corporate and politic by and under the name of "The Manitoba Central Railway Company."

2. The said company shall have full power and authority to lay out, construct and operate a railway, with double or single iron or steel track, and an electric telegraph along the same; and such railway to commence at or near the town of Morris, thence running westerly or north-westerly to the western boundary of the Province.

3. The said Thomas C. Scoble, William N. Kennedy, Hugh S. Donaldson, Robert Adamson, Edward P. Leacock, George A. Glines, Alexander McKay, John Lane, and George Stevenson, shall be and are hereby constituted provisional directors of the said company, of whom five 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 Subscription books and procure subscriptions of stock for the undertaking and to receive payments on account of stock subscribed, and to make calls upon subscribers in respect of their stock, and to sue for and recover the same, and to cause plans and surveys to be made, and to acquire any plans and surveys now existing, and to deposit in any chartered bank of Canada all moneys received by them on account of stock subscribed, and to withdraw the same for the purposes of the undertakReceive grants ing, and to receive for the company any grant, loan, bonus or gift made to it in aid of the undertaking, and to enter into any agreement respecting the conditions or disposition of any gift or bonus in aid of the railway.

in aid of under

taking.

Capital stock, how divided

4. The capital stock of the company shall be $200,000 and applied. (with power to increase the same), to be divided into 2,000 shares of $100 each, and shall be raised by the persons above mentioned and such other persons and corporations as may become shareholders in such stock; and the moneys so raised shall be applied in the first place to the payment of all fees,

expenses and disbusements, for procuring the passage of this Act, and for making the surveys, plans and estimates, or purchasing those already made, connected with the works hereby authorized; and 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.

be paid up.

5. No subscription for stock in the capital of the company Per centage to shall be binding on the company unless ten per cent. of the amount subscribed has been actually paid thereon within one month after subscription.

of construc

6. The said company may receive either from any govern- Bonuses in aid ment, or from any persons or bodies corporate, municipal or tion, etc. politic, bonuses, lands and loans, or gifts of money, or securities for money, in aid of the construction, equipment and maintenance of the said railway.

stock subscrib

7. When and so soon as one-fourth of the said capital stock General meeting after one shall have been subscribed as aforesaid and ten per centum fourth of the paid thereon, the provisional directors shall call a general stock. meeting of the subscribers to the said capital stock, at either the town of Morris or the city of Winnipeg, for the purpose of clecting directors of the said company, giving notice by four insertions into two newspapers published weekly in the Province, of the time, place and purpose of such meeting, and two insertions in the Manitoba Gazette.

directors.

8. At such general meeting, the subscribers for the capital Flection of stock assembled who shall have so paid up ten per centum thereof, with such proxies as may be present, shall choose nine persons to be directors of said company (of whom five shall be a quorum), and may also pass such rules, regulations and by-laws as may be deemed expedient, provided they be not inconsistent with this Act and "The Railway Act of Manitoba."

9. In the clection of directors under this Act, and in the Shareholders' qualifications transaction of all business at general shareholders' meetings, as voters. each shareholder shall be entitled to one vote, either in person or by proxy, for cach share of which he is the registered holder and upon which all calls have been paid.

of directors.

10. No person shall be qualified to be elected as such Qualification director by the shareholders unless he be a shareholder holding at least twenty shares of stock in the company, and unless he has paid up all calls made thereon.

place of gener

11. Thereafter the general annual meeting of the share- Time and holders of the said company shall be held at such place in the meetings town of Morris or in the city of Winnipeg, and on such a day of sharchol.!and hour as may be directed by the by-laws of the said com

ers.

Special general meetings.

Deeds of land to company, form and registration of

All share

equal rights.

pany, and public notice thereof shall be given by at least four insertions in two newspapers published weekly in the Province and also two insertions in the Manitoba Gazette.

12. Special general meetings of the shareholders of the said company may be held in such places in the town of Morris or in the city of Winnipeg, and at such times and in such manner and for such purposes as may be provided by the by-laws of the company, provided, however, that notice of such meeting shall be given by two insertions in two newspapers published weekly in the Province, and one insertion in the Manitoba Gazette.

13. 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 the like effect and for the purpose of the due enregistration of the same, all registrars in their respective counties or districts are required to register in their registry books such deeds and conveyances upon the production and proof of the due execution thereof, and shall minute the enregistration or entry on such deeds, and the registrar shall receive from the said company, on any deed set forth, in the form of the said schedule "A," for all fees for the registration thereof and for a certificate of the same, one dollar and no more, and such registration shall be deemed to be valid in law any statute or provision of law to the contrary notwithstanding.

14. All shareholders in the said company, whether British holders to have subjects or aliens, or residents of Canada or elsewhere, shall have equal rights to hold stock in the said company and to vote on the same, and shall be eligible to hold office as directors in the said company.

Company to

have power to make notes,

etc.

15. The said company shall have power and authority to become parties to promissory notes and bills of exchange for sums not less than one hundred dollars; and any such note or bill made, accepted or endorsed by the president or vice-president of the company, and counter-signed by the secretary and treasurer of said company, and made under the authority 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 by proper authority until the contrary be 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 vicepresident 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 or authority of the board of directors, as herein enacted; provided,

however, that nothing in this section shall be construed to authorize the said company to issue any notes or bills of exchange payable to bearer, or intended to be circulated as money, or as the notes and bills of a bank.

16. The directors of the company, under the authority of Issue of bonds. the shareholders to them given by a resolution of a special general meeting called for that purpose, are hereby authorized to issue bonds, under the seal of the company, signed by its president or other presiding officer and by another director, and countersigned by its secretary, and such bonds shall be made payable at such times and in such manner and at such place or places in Canada or elsewhere and bearing such rate of interest as the directors shall think proper; and the directors shall have power to issue and sell or pledge all or any of the said bonds at the best price and upon the best terms and conditions that at the time they may be able to obtain, for the purpose of raising money for prosecuting the said undertaking.

Provided that the amount of such bonds so issued, sold or Proviso as to pledged shall not exceed fiften thousand dollars per mile, to be mileage limit. issued in proportion to the length of railway constructed or under contract to be constructed.

stock before

Provided also that no such bonds shall be issued until at Proviso as to least one hundred thousand dollars shall have been subscribed payment of of the capital stock and fifteen per centum of the same, bona issue of bonds. fide, paid thereon; but, notwithstanding anything in this Act contained, the company may secure the bonds to be issued by them, by mortgage deed creating such mortgage, charges and encumbrances upon the whole or any part of such property, assets, rents and revenues of the company present or future or both as shall be described in the same deed; but such rents and revenues shall be subject in the first instance to the payment of the working expenses of the railway and by the said charge to deed the company may grant to the trustee or trustees named secure bonds. in such deed, all and every the powers and remedies granted by this Act in respect of the said bonds, and all other powers and remedies not inconsistent with this Act, or may restrict the bond holder in the exercise of any power, privilege or remedy granted by this Act, as the case may be; and all such powers, rights and remedies as shall be so contained in such mortgage deed shall be valid and binding and available to the bond holders in manner and form as therein provided.

Mortgage

property of

17. The bonds hereby authorized to be issued shall, with- Bonds to be a out registration or formal conveyance, be taken and consid-first lien on ered to be the first and preferential claims and charges upon company. the said company; and the undertaking, tolls and income, and real and personal property thereof now or at any time here,