Head Office.

Change of.

Provisional directors.

3. The head office of the company shall be at the City of Winnipeg, in the Province of Manitoba, or such other place in the said Province as may be from time to time determined by by-law, but shareholders' or directors' meetings may be held either within or outside of the Province of Manitoba, as may be decided upon by by-law of the company.

4. The persons named in the first section of this Act. with power to add to their number, as shall be provided by the by-laws of the company, shall be and they are hereby constituted the provisional directors of the company, a majority of whom shall form a quorum, and shall have power to obtain subscriptions for stock and to organize the com Their powers. pany and shall have all the powers which are conferred upon the directors by this Act and all other powers as are vested in ordinary directors under "The Manitoba Railway Act", and shall hold office until after the first election of directors as herein provided for.

When first meeting of

to be called.

5 As soon as twenty thousand dollars of the capital shareholders stock shall be subscribed and twenty per cent. of such subscribed capital shall have been paid, the company may begin to exercise the powers hereby granted and the shareholders shall thereupon proceed to the election of the board of directors and the provisional directors, or a majority of them, shall call a meeting of shareholders for that purpose.

Board of directors.

Annual election of directors.

6. The board of directors shall consist of five members of the company, or such greater number not exceeding twelve, as may be decided by a by-law and shall be elected annually at a general or special meeting called in accordance with the provisions of this Act. Such election shall be by a majority of votes of the shareholders, who shall have paid all calls made upon the stock held by them, prescnt at the meeting either in person or represented by proxy, and the voting shall be by ballot. Each share shall represent one vote, and no person shall be disqualified from being a director or a provisional director of the said company by reason only that the said company has entered into, or may or do Directors may hereafter enter into, any contract or agreement with him or them for any of the purposes for which the said company are hereinafter authorized to issue in payment fully paid up shares, as is more particularly provided in sec

Voting on shares.

have certain

contracts with company.

of directors.

tion 11.

Qualifications 7. No person shall be qualified to be elected as such director by the shareholders unless he is a shareholder in the company holding at least ten shares of stock, and unless he has paid all calls thereon.

directors'

8. One or more of the directors may be paid directors, Voting at and each of the said directors shall be entitled to vote by meetings. proxy, the authority being in writing, such proxy being another director, and a majority of the directors who are Quorum of present or represented by proxy shall form a quorum at any meeting of such board of directors.

directors.

general

9. There shall be a general meeting of the company Calling of each year, and the board of directors shall have power to meetings. make by-laws governing the calling of such meetings or of any meeting of the company; but notwithstanding such bylaw or by-laws the president or a majority of the directors, or twenty-five per cent. in value of the shareholders who shall have paid all calls on the stock held by them, shall have power at any time, upon giving thirty days' notice, by advertising the same in four issues of The Manitoba Gazette and in four issues of a daily newspaper published in the City of Winnipeg, stating the nature of the business to be transacted thereat, and by mailing a notice to the shareholders by registered mail, to call a special general meeting of the Business at company, at which a majority in value of the sharehold- special meeters, who shall have paid all calls on the stock held by them, shall constitute a quorum, and at such special such special meeting there shall not be transacted any business of the company except that which shall have been stated in the notice calling such meeting.

10. The directors so chosen shall immediately there- President and after hold a meeting, at which they shall elect one of their vice-president. number to be president, and another to be vice-president, and such directors shall continue in office for one year or until others have been chosen to fill their places, as provided hereinbefore or by the by-laws of the said company; and, if any vacancy shall at any time occur, by death, Filling resignation or otherwise, during said year in the offices of board. president or vice-president or directors, the remaining directors shall fill such vacancy by appointing a president or vice-president or a director or directors for the remainder of the year and until others have been chosen to fill their places.

vacancies on

assessable

11. The directors of the company may make and issue, Issue of paidas fully paid up and non-assessable stock, shares in the up and noncompany, whether subscribed for or not, and may allot stock; and hand over such stock in payment for property, real or for what personal, or for franchises, rights, powers, privileges, purposes. letters patent of invention, machinery, rolling stock or plant, or for stock in any other company with which it may amalgamate, or in payment for any of the services, or for

any leasing, hiring or purchasing, or for or in consideration of any contract of agreement which the company are authorized to enter into by section 23 hereof, or for the purchase of any material of any kind, or for right-of-way, and also for the services of contractors, engineers, solicitors, agents or employees of the company, or for service heretofore or hereafter rendered to the company by any person or persons, corporation or corporations, including expenses of and services rendered for and in connection with the incorporation and organization of the company, and such issue and allotment of stock shall be binding upon the company, and such stock shall not be assessable for calls; Disposition of and may sell or dispose of its stock, at such discount or price, and in such manner, as may be authorized by a bylaw of the directors, and may pledge any unissued shares of the company for the payment of loans or advances made or to be made thereon or for the payment of any moneys borrowed by or advanced to the company.

ordinary shares.

Directors to control issue

12. The stock of the company shall be deemed personal and transfer estate, and shall be transferable in such ways and subject ring of shares. to such exceptions as the directors shall by by-law direct, and the original or elected directors of the company may, in their discretion, exclude any person, firm or corporation from subscribing for stock in the said company or from being a transferee thereof, and may rescind the subscription and return the deposit of any person, firm or corporation, or refuse to accept the transfer of any stock to any person, firm or corporation, if they be of the opinion that such person, firm or corporation would hinder, delay or prevent the company from proceeding with or completing its undertaking.

Other legisla

13. The several clauses of "The Manitoba Railway tion to apply. Act" and of "The Manitoba Expropriation Act" shall be and the same are hereby incorporated with and shall be deemed to be a part of this Act, and the expression "this Act" when used in this Act shall be understood to apply and include the clauses of "The Manitoba Railway Act and "The Manitoba Expropriation Act," in so far as they can be made applicable, and except in so far as they may be inconsistent with the express enactments hereof.

Compensation property.

(a) The said company shall make fair and full comto owners of pensation to all owners of property which may be taken, used, flooded or injuriously affected by any of its works, and shall have the right to use and acquire all such properAscertaining ties on payment therefor, the amount or amounts to be paid to be ascertained and determined under the provisions of the said "Railway Act" and the said "Expropriation

the proper

amount.

Act" so far as they can be made to apply, in the event of

tion restricted.

a disagreement as to price, but the power of expropriation Expropriashall not apply to powers contained in sub-sections (a), (b), (c), (d), (e) and (f) of section 16 hereof.

the railway.

14. The company shall have power to construct, main- Location of tain, equip, furnish, operate, alter and keep in repair a railway, operated by electricity, steam or other power, with double or single tracks, with necessary switches, side tracks and turnouts for the passage of cars, carriages or other vehicles, and wherever desired by the company, and crossing the lines of any other railway company, from some terminal point on the east side of the Red River in or near the City of Winnipeg, northwards, and on the east side of the Red River, to a point at or near East or West Selkirk, and from there to Fort Alexander, touching, if desired, any point or points on Lake Winnipeg, and from any intermediate point to any other point, and to construct a branch line or branch lines to any point or points on Lake Winnipeg or elsewhere in the Province of Manitoba, east of the Red River, and to purchase therefor and equip said railway with all necessary rolling stock, locomotives, engines, buildings, power houses and electric and other appliances, to erect stations at suitable points along said railway, and to transport and carry passengers and freight upon said railway.

telephone

15. The company shall have power to construct and Telegraph and operate a telegraph line or lines, and such telephone line or lines. lines, along the said railway, as shall be necessary in carrying on the business of the company, and to construct and Bridges. maintain such bridges as shall be necessary or convenient for the use of said railway, except bridges over any navigable river or water, unless such last mentioned bridges have been authorized by order of the Governor-General-lnCouncil.

power, light,

16. The Company is hereby authorized and empowered, General from and after the passing of this Act, to carry on the busi-powers. ness of developing, constructing and utilizing water powers and electrical, steam and other powers, and of producing, Production manufacturing, transmitting, supplying, selling, leasing and sale of and disposing of power, light, heat and electricity, and heat and motive power generated and produced by electricity, steam, water or other power, and any other purposes for which the same may be used, and may acquire, construct, equip, maintain and operate all necessary works at any and all points within the Province of Manitoba, east of the Red River, for the purposes aforesaid, and for the transmission

electricity.

Use of streets

and highways for poles, wires, &c.

Power to deal

in lands, erect buildings, improve lands.

Acquisition and use of

property.

property of other com

and utilization of electricity and water and other power for the purposes aforesaid, including dams, wing dams, docks, poles, cables, wires, pipes, conduits, mains, flumes, race ways and appliances of every kind necessary and advisable therefor.

(a) The company may also carrv on the business of producing, selling leasing and disposing of, in any manner they see fit, electric or other light, heat or power, in any city, town or municipality, and for such purposes or for any other purpose of the company shall, when and in such manner as may be authorized by by-law of the council of such city, town or other municipality, have the right to erect, place and maintain, and re-erect and renew from time to time as required, all necessary poles, wires, cables, pipes, mains, conduits and appliances upon, in, along and under and along the streets or highways of any city, town or municipality, and shall at all times have the right to have free access to such poles, cables, wires, pipes, conduits or appliances without let or hindrance.

(b) The company shall have the power to buy, hold, lease, work, sell or otherwise dispose of and deal in lands, and shall also have power to purchase, acquire, hold or lease lands for the purpose of town sites, parks, pleasure grounds and market gardens, or any other purpose of the company, and to sell the same; to lay out and survey the same and erect houses, hotels and other buildings thereon; to break up, cultivate, fertilize and improve such lands, plant trees, make roads, paths, fences and enclosures, and do such other acts as will add to the utility, convenience, beauty and enjoyment of said lands for any of the purposes of the company.

(c) The company may lease, acquire and dispose of other kinds of buildings, works, ships, wharves and water and other rights and powers, and may acquire, make, lease, improve and dispose of harbors and canals, and may lease, acquire and dispose of timber berths, timber licenses, hydraulic properties, buildings, docks, flumes, bridges, ditches, canals and other Dealing with works, and may acquire, lease and dispose of any business, undertakings, privileges or rights of any other company or individual within any of the objects of the company, and lands, properties, contracts, limits and liabilities appertaining to the same, and such other companies or persons are hereby empowered to sell, convey or lease to the company such business, privileges, rights, contracts, limits, liabilities or any part thereof, and thereafter the company may exercise, dispose of and utilize the same.

panies.