provided in the next preceding section; and while so registered they shall be tranferred by written transfer, registered in the same manner as in the case of shares; but they shall again become transferable by delivery upon the registration of a transfer to bearer, which the company shall be bound to register on the demand of the registered holder for the time being. shares. 20. The directors may at any time call upon the sharehold- Calls on ers for such instalment upon each share which they or any of them may hold in the capital stock of the said company, in such proportion as they shall see fit, except that no such instalment shall exceed ten per centum on the subscribed capital, and that thirty days' notice of each call shall be given, in accordance with the by-laws of the company and this Act. rangements lines. 21. The company shall have power to make running arrange- Running ar ments with any railway lines in the Province of Manitoba with other situate on the line hereby authorized, or crossing or connecting with the same, upon terms to be approved by two-thirds of the shareholders, at a special general meeting to be held for that purpose, in accordance with this Act. powers. 22. It shall be lawful for the said company to enter into Leasing any agreement with any other railway company within this Province for leasing the said Portage Southern Railway, or any part thereof, or the use thereof at any time or times, or for leasing or hiring from such other company any railway, or part thereof, or the use thereof, or for leasing or hiring any locomotives, tenders, plant, rolling stock or other property, or either, or both, or any part thereof, or touching any service to be rendered by the one company to the other, and the compensation therefor, if the arrangements and agreements shall be approved by two-thirds of the shareholders, voting in person or by proxy, at a special general meeting to be called in accordance with this Act for that purpose; and every such agreement shall be valid and binding, and shall be enforced by courts of law according to the terms and tenor thereof, and any company or individual accepting or executing such lease shall be and is hereby empowered to exercise all the rights and privileges in this charter conferred. lands for sta 23. Whenever it shall be necessary for the purpose of pro- Acquiring curing sufficient lands for stations or gravel, or for constructing, tions, gravel maintaining and using the said railway, or for opening a street pits, etc. to any station from an existing highway, the said company may purchase, hold, use or enjoy such lands, and also the right of way thereto, if the same be separated from their railway, and may sell and convey the same, or parts thereof, from time to time as they may deen expedient, and may also make use, for the purposes of the said railway, of the water Power to construct bridges, etc. Commence ment and completion of railway. General Rail way Act to apply. of any stream or watercourse over or near which the said railway passes, doing, however, no unnecessary damage thereto and not impiring the usefulness of such stream or watercourse, and the compensation to be paid to the owners for such lands. or for the use of such water, as also the powers of the said company to take possession thereof shall, in case of difference, be ascertained and exercised in the manner provided by the Railway Act of Manitoba. 24. The company may also construct across any streams, rivers or lakes, which may be in or near the route of the railway, a bridge or bridges where the same shall be necessary for the purposes of the railway but this right shall not be exercised with respect to any navigable portions of the said waters without the consent of the Governor-General in council. 25. The railway shall be commenced within two years and completed within five years after the passing of this Act, and in default thereof the powers hereby conferred shall absolutely cease with respect to so much of the railway as then remains incomplete. 26. The Railway Act of Manitoba, except in so far as varied by this Act, shall be construed as forming part of this Act. SCHEDULE "A." Know all men by these presents that I (or we) dollars, to me (or as the case may be) by the Portage Southern Railway Company now paid, the receipt whereof is hereby acknowledged, do grant all that certain parcel of land situate (describe the land) the same having been selected by the said company for the purposes of their railway, to hold with the appurtenances thereof, unto the said The Portage Southern Railway Company, their successors and assigns. As witness my hand and seal (or our hands and seals) this thousand eight hundred and Signed, sealed and delivered A. B. [L.S.] CAP. LIX. An Act to incorporate the Gladstone, Lake Dauphin and Duck [Assented to 7th July, 1883.] Whereas Hon. C. P. Brown and E. P. Leacock, M. P. P., G. Preamble. B. Spencer and W. N. Kennedy of the city of Winnipeg, in the Province of Manitoba, John A. Davidson, M. P. P., J. J. Hamilton, warden, of Neepawa, Manitoba; and K. F. Lockhart, W. S. Bailey, J. L. Logie, R. Galloway, Donald J. McQueen and T. L. Morton, Esquires, all of the town of Gladstone, in the said Province; and A. E. Smalley, Esquire, of Westbourne, and others have petitioned the Legislature for An Act of Incorporation to construct, equip and operate a railway and telegraph line from the town of Gladstone northwesterly to the eastern or the southern slope of Duck Mountain, with a branch from the first mentioned point southerly to the C. P. R. and easterly to Lake Manitoba, and another branch from the town of Neepawa to connect with this road about township 19, with power to construct and operate sailing or steam vessels upon Lakes Manitoba and Winnipegoosis and Dauphin in any of the waters connecting with these bodies of water or any streams connecting with the same or with the lines of railway, and thence to the boundary of the Province; therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows: 1. Hon. C. P. Brown and E. P. Leacock, M. P. P., G. B. Names of Spencer and W. N. Kennedy, of the city of Winnipeg, in the corporators; Province of Manitoba; John A. Davidson, M. P. P., J. J. Hamilton, warden, of Neepawa, Manitoba; and K. F. Lockhart, W. S. Bailey, J. L. Logie, R. Galloway, Donald J. McQueen and T. L. Morton, Esquires, all of the town of Gladstone, in said Province, together with such other persons and corporations as shall become subscribers and shareholders in the company hereby incorporated shall be and are hereby ordained, constituted and declared to be a body corporate and politic in fact being under the name and style of the "Gladstone, Lake Dauphin and Duck Mountain Railway Company." company to certain line of 2. The said company and their servants shall have full Powers of power and authority to lay out, construct, make, finish and construct a operate a double or single iron railway, and an electric tele- railway. graph at their own cost and charges, commencing at the town of Gladstone aforesaid, thence running in a north-westerly direction to the eastern or southern slope of Duck Mount Capital stock; how divided ain to the northern or western boundary of the Province, with a branch from the first mentioned part southerly to the C. P. R. and easterly to Lake Manitoba, and also a branch from the town of Neepawa to connect with the Gladstone, Lake Dauphin and Duck Mountain Railway about township 19, and the said company shall have power and authority to construct the different sections of the said railway and its branches in such order as they see fit, keeping in view the general direction as herein provided. 3. The capital stock of the company shall be $100,000 (with and applied. power to increase the same as hereinafter provided), to be divided into 1,000 shares of $100 each, which amount shall be raised by the persons herein before 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 toward the payment of all fees, expenses and disbursements for procuring the passing of this Act, and for making surveys, plans, and estimates connected with the railway; and all the rest and remainder of such money shall be applied towards the making, completing and operating and mainting the said railway and the other purposes of this Act. Provisional board of directors. 4. Hon. C. P. Brown, E. P. Leacock, Esq., M. P. P., G. B. Spencer, Esq., Hon. W. N. Kennedy, J. J. Hamilton, warden, John A. Davidson, M. P. P., of the town of Neepawa, Manitoba, K. F. Lockhart, W. S. Bailey, Roper Galloway, L. J. Logie, Donald J. McQueen, T. L. Morton and A. E. Smalley shall be and are hereby constituted a board of directors of the said company and shall hold office as such until other directors shall be elected under the provisions of this Act by the Subscription shareholders, and shall have power and authority immediately of stock. Opening of stock books. General meet ing after one subscribed. after the passing of this Act to open stock books and procure subscriptions for the undertaking, to make calls upon the subscribers, to cause surveys and plans to be made and executed, and as hereinafter provided to call a general meeting of the shareholders for the election of directors. 5. The said directors are hereby empowered to take all necessary steps for opening the stock books for subscriptions of parties desirous of becoming shareholders in the said company; and all persons subscribing to the capital stock of the said company shall be considered proprietors and parties in the same but shall be liable only to the extent of their stock therein. 6. When and so soon as one half of the said capital stock half of stock shall have been subscribed, as aforesaid, and five per cent. paid thereon into the hands of the bankers or other authorized agents of the company and to the credit of the said company it shall and may be lawful for the said directors, or a majority of them, to call a meeting of the shareholders at such time and place as they may think proper, giving at least thirty days' notice in two newspapers published in the Province. place of gen of sharehold 7. On the first Tuesday in February in each year thereafter Time and there shall be holden a general meeting of the shareholder of eral meeting the said company at the principal office of the said company, ers. at which meeting the shareholders shall elect the directors for the ensuing year in the manner and qualified as hereinafter provided; and public notice of such annual general meeting and election shall be published one month before the day of election in at least two newspapers published in the Province, and the election of directors shall be by ballot, and the persons so elected shall form the board of directors: provided that if from any reason the meeting should not take place, the director shall take the necessary steps to call another meeting directors. thereof, but shall remain in office till others are appointed in their places; provided also that if a vacancy shall occur in the said board or any of the offices thereof by death or resignation or otherwise the remaining directors may fill such vacancy, from among the eligible stockholders, for the unexpired portion of the year or till others are appointed, as aforesaid; and any such vacancy in the directorate shall not invalidate the acts of the remaining directors. Election of Quorum of board. and number of 8. Until otherwise provided by a by-law of the company a good majority of the directors shall form a quorum for the transaction of business, and the said directors may employ one of their number as a paid director; provided, however, that no person shall be elected a director unless he shall be the holder and owner of at least ten shares of the stock of the said com- Qualification pany, and shall have paid up all calls upon said stock. The directors. directors may make by-laws for the management and disposition of stock, property, business and affairs of the company not inconsistent with the laws of Manitoba for fixing the number of directors, which shall not be less than seven, and for the appointment of officers and servants and prescribing their respective duties. person or voting. 9. In the election of directors under this Act, and in the Qualification, etc., of sharetransaction of all business at general shareholders' meetings, holders for each shareholder shall be entitled to a vote either in by proxy, and the appointment may be in words in effect similar to the form of appointment of a proxy for directors provided for in section eleven, for each share of which he is. registered holder, and upon which all calls have been paid. 10. The directors may at any time call upon the sharehold- Calls on stock. ers for such instalments upon each share which they or any of them may hold in the capital stock of the said company, and in such proportion as they may see fit, except that no such |