Time for construction limited. Short title. The foregoing sections shall come into 17. The powers given by this Act shall be exercised by the commencement of the said railway within two years after the coming into force of this Act, and its completion within five years therefrom. 18. This Act shall be known and cited as the "Northwestern Railway of Manitoba Act." 19. The foregoing sections and provisions of this Act shall have force and effect, upon, from and after the day which may be apforce only on pointed for that purpose by Proclamation issued under an Order proclamation. of the Governor in Council and not before. SCHEDULE A. Form of Deed of Sale. Know all men by these presents, that I., A. B., in consideration of paid to me by the North-western Railway Company of Manitoba, the receipt whereof is hereby acknowledged, grant, bargain, sell and convey unto the said North-western 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. Witness my hand and seal this one thousand eight hundred and day of Freamble, CAP. LXXIX. An Act to incorporate The Lake Superior and Winnipeg W [Assented to 14th June, 1872.] HEREAS Donald McInnes, of the City of Hamilton, Esquire, Donald A. Smith and George Stephen, of the City of Montreal, Esquires, and others, have by their petition represented that they are desirous of obtaining a charter incorporating them as a company for the construction of a railway or railways from Lake Superior, at or near Prince Arthur's Landing to Fort Garry, in the Province of Manitoba-with power to construct the same either continuously or by railways connecting the navigable waters along the said route, route, and to build, own and work steam and other vessels upon the same, with all necessary powers; and whereas it is expedient to grant the prayer of their said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. This Act may be cited for all purposes as "The Lake Superior Short title. and Winnipeg Railway Act." 2. In this Act the term " The Company," means The Lake Interpretation. Superior and Winnipeg Railway Company. part of this 3. Except as herein varied," The Railway Act, 1868," is hereby Railway Act, incorporated with this Act, and shall form part thereof, and the 1868, to form several provisions of the said Act shall be applicable to the com- Act. pany hereby incorporated and to the railway hereby authorized to be constructed, and shall also be applicable, in so far as the same may be capable of application, to the several other works and undertakings authorized by this Act. 4. The said Donald McInnes, Donald A. Smith, and George Incorporation. Stephen, Sir Alexander T. Galt, K.C.M.G., Daniel Torrance, of the City of New York, in the United States of America, Esquire, with all such other persons and corporations as shall become shareholders in the Company, shall be and are hereby constituted a body corporate and politic by the name of "The Lake Superior Corporate and Winnipeg Railway Company," with all powers and privileges name and incident to a corporation. powers. 5. The Company shall have full power and authority to lay out Route of Rail construct, work and maintain a double or single railway or railways way. of wood, iron or steel, of such gauge as they see fit, from a point on Lake Superior, at or near Prince Arthur's Landing, or upon Thunder Bay, to Fort Garry in the Province of Manitoba, either as a continuous line from point to point, or partly by intermediate tines of railway connecting the lakes, rivers or waters along such loute as may be chosen for purposes of combined land and water rransport between the places herein before mentioned. munications. 6. The Company may also build, purchase, acquire, lease or Further possess, work and operate steam and other vessels on Lake powers. Superior, or any other lakes, rivers or waters upon, between or lying along the route between the places in the preceding section mentioned; and may do all and such things as are necessary for Powers as to improving the navigation between any of the said lakes, rivers or water comwaters and any others of them; and for the purpose of connecting the means of transport between the said waters respectively, may construct a railway of wood, iron or steel, or a tramroad between any of the said lakes and any others of them, and also around the rapids of any of the said waters; or may construct a canal or canals to avoid the same, wherever requisite; and may carry and transport Telegraphs and bridges. Proviso. Capital stock and shares. moneys. transport passengers and freight and goods, and make contracts for the transport of the same, and for all business in connection with such navigation. 7. The Company may also construct an electric telegraph line in connection with the railway; and may also erect and construct across any of the rivers or lakes herein mentioned, or which may lie in the route of the railway, a bridge or bridges where the same shall be necessary for the purposes of the railway: but this shall not apply to the navigable portions of any of the aforesaid waters, without the assent of the Governor in Council first obtained. 8. The capital stock of the Company shall not exceed the sum of two million dollars, to be divided into twenty thousand shares of one hundred dollars each, which amount shall be raised by such persons and corporations as may become shareholders in the Application of said stock: and the money so raised shall be applied, in the first place to the payment of all fees, expenses and disbursements for the procuring the passing of this Act, and for making the surveys, plans and estimates connected with the railway, and other works authorized by this Act; 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: and aliens and persons not residents in Canada may become shareholders in the Company, and shall have equal rights with British subjects or residents in Canada to hold stock in the Company, and to vote in the same, and to be eligible to office in the Company. Aliens and non-resident to have full rights and powers. Company may of land, &c., in aid, and may dispose of same. 9. It shall be lawful for the Company to receive either by grant receive grants from Government or from any private individuals or municipal or other corporations, as aid in the construction of the said railway or works or undertaking hereby authorized, any vacant lands 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 and personal property for the purposes of the company, in carrying out the provisions of this Act. Provisional directors. Powers. 10. The said Donald McInnes, Donald A. Smith, George Stephen, Sir A. T. Galt, and Daniel Torrance, shall be and are hereby constituted a Board of Directors of the Company, and shall hold office as 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 in the Board; 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, 1868," may lawfully do. The said Directors are hereby empowered to take all necessary Stock books. steps for opening the stock books for the subscription of parties desirous of becoming shareholders in the Company; and all parties subscribing to the capital stock of the Company shall be considered proprietors and partners in the same. meeting for 11. When and so soon as fifty thousand dollars of the capital First general stock shall have been subscribed as aforesaid, and one-tenth of the election of amount so subscribed paid in, either in municipal debentures granted directors. by way of bonuses or otherwise or in ordinary subscriptions by individuals to the capital stock, or partly in such municipal debentures and partly in such subscriptions, the said Directors, or a majority of them, may call a meeting of the shareholders at such time and place as they may think proper,-giving at least four weeks' notice thereof in two or more newspapers published at Montreal and Winnipeg; at which said general meeting, and at the annual general meetings in the following sections mentioned, the shareholders present, either in person or by proxy, shall elect not less than five nor more than seven Directors in the manner and qualified as hereinafter provided; which said Directors shall constitute a Board of Directors, and shall hold office until the first Tuesday in September in the year following their election. ral meeting 12. On the said first Tuesday in September, and on the first Annual geneTuesday in September in each year thereafter, at the principal and election. office of the 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 not less than five nor more than seven Directors for the then ensuing year, in the manner and qualified as hereinafter provided: And public notice of such Notice. annual meeting and election shall be published at Montreal and Winnipeg; and the election for Directors shall be by ballot; and the persons so elected shall form the Board of Directors. meetings. 13. Special general meetings of the Company may be called in Notice of the manner provided in the eleventh section of this Act, and at special general such general meeting, unless otherwise provided by this Act, or "The Railway Act, 1868," the decision of a majority of the share- Majority. holders present in person or by proxy shall be valid and binding upon the Company. 14. A majority of the Directors shall form a quorum for the Director's transaction of business; and the said Board of Directors may em- meetings. ploy one or more of their number as paid Director or Directors: Provided however that no person shall be elected as a Director Qualification 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. for director. 15 The Directors may, at any time, call upon the 'shareholders Calls on for instalments upon each share which they, or any of them, may shares. hold in the capital stock of the 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 Limitation of manner as they may appoint. calls. 16 The head office of the Company shall be at the City of Head office. Montreal; and the Company may also have offices at Fort Garry and Company may notes and bills. No individual and elsewhere in Canada, and in London, England; and the Company may, at any special general meeting called for that purpose, change the head office of the Company from the City of Montreal to any other place in Canada. 17. The Company shall have power and authority to become be parties to parties to promissory notes and bills of exchange, for sums not less than one hundred dollars; and any such promissory note made or endorsed by the President or Vice-President of the Company, and countersigned by the Secretary and Treasurer of the Company, and under the authority of a majority of a quorum of the Directors, How made or shall be binding on the said Company; and every such promissory endorsed. note or bill of exchange so made shall be presumed to have been responsibility, made with proper authority until the contrary be shewn; 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 said President of 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. May borrow money and issue bonds. 18. The power to borrow money conferred by the twelfth subsection of the seventh section of "The Railway Act, 1868," may be exercised by the Company by the issue of bonds under the seal of the Company, and made and signed by the President or Vice-President of the Company and countersigned by the Secretary, and with or without interest coupons; and such bonds shall, without registration or filing of the same or formal conveyance, or instruTo be charged ment of hypothec, mortgage or pledge, or registration on railway. Consent of majority of shareholders required. May erect necessary buildings, wharves, &c. Purchase engines, &c. or filing of the same, be and be taken as an hypothec, mortgage and pledge, according to the rank and priority which may be therein mentioned, upon the railway and undertaking and the real and personal property, franchises, tools and revenues of the Company then existing and thereafter acquired: and each holder of the said bonds shall be deemed to be a mortgagee and incumberancer, pro rata, with all the other holders of bonds of the same issue, rank and priority, upon the railway and undertaking, and all and every the property of the Company hereinbefore mentioned: but no liability shall be incurred under this section without the consent of a majority of the shareholders at a special general meeting to be called for the purpose. 19. The Company shall have power and authority to erect and maintain all necessary and convenient buildings, stations, depots, warehouses, elevators, wharves and fixtures, and from time to time to alter, repair or enlarge the same as the increasing traffic may require; and to purchase and acquire stationary or locomotive engines and carriages, waggons, floats and other machinery necessary for the accom modation, |