Registration of bonds. to which the holders of the said bonds, debentures or other securities shall be entitled under the provisions of such mortgage deed. 43. All bonds, debentures or other securities hereby authorized may be made payable to bearer, and shall in that Their transfer. case be transferable by delivery until registration thereof as herein before provided, and while so registered they shall be transferable by written transfers, registered in the same manner as the transfer of shares. Use of bills and notes in name of company. Registering mortgage securing bonds. Additional borrowing powers. Winnipeg and 44. The company may become party to promissory notes and bills of exchange, and every note or bill made, drawn, accepted or indorsed by the president or vice-president of the company, or other officer authorized by the by-laws of the company, and countersigned by the secretary or other officer of the company authorized by by-law, shall be binding on the company, and every such note or bill of exchange so made, drawn, accepted or indorsed shall be presumed to have been made, drawn, accepted or indorsed with proper authority until the contrary is 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 secretary or other officer so authorized, be individually responsible for the same unless such promissory note or bill of exchange has been issued without proper authority; but nothing in this section shall be construed to authorize the company to issue any note or bill of exchange payable to bearer or intended to be circulated as money or as the note or bill of a bank. 45. It shall not be necessary, in order to preserve the priority, lien, charge, mortgage or privilege purporting to appertain to or be created by any mortgage deed executed under the provisions of this Act, that such deed should be registered or filed in any manner or in any place other than in the office of the Provincial Secretary, of which filing notice shall be given in The Manitoba Gazette. 46. In addition to the amounts which the company may from time to time borrow, secured or not secured as aforesaid, the company may borrow on current account, or otherwise, such further sums as the directors may decide are required or necessary for the operations of the company or for the acquisition of any property, right, power or privilege. 47. None of the sections of this Act shall apply to the St. Boniface City of Winnipeg nor to the Town of St. Boniface without the consent of the city or town, to be signified by by-law. protected. priate clauses Act" and tion Act" to 48. The several clauses of "The Manitoba Railway Act" All approand of "The Manitoba Expropriation Act" shall be, and of "Railway the same are hereby, incorporated with and shall be deemed "Expropriato be a part of this Act, and shall apply to the said company apply to and to their water power and railway and transmission line, company. and the expression "this Act" when used in this Act shall be understood to apply to 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. protected. 49. Nothing in this Act contained shall affect or in any w.E.S.R Co. way prejudice or infringe on any of the rights or privileges of The Winnipeg Electric Street Railway Company, under its contract with the City of Winnipeg or its Act of incorporation. commencement and 50. The works authorized to be constructed under this Time for Act shall be commenced within three years from the time of the passage of this Act, and fully completed within ten completion years from the time of the passage of this Act. of works. L.-G.-in-C. 51. The maximum rates or charges for the carriage of Rates subject freight or passengers by the company on or upon any lines to approval of of railway operated under the provisions of this Act shall, before being put into operation and effect, receive the approval of the Lieutenant-Governor-in-Council. 52. This Act shall come into force on being assented to. Preamble. Incorporation. Capital stock. Increase of capital. Provisional directors. CHAPTER 102. An Act to incorporate "The Brandon Fire Insurance [Assented to March 16th, 1906.] WHEREAS George Robson Coldwell, barrister-at-law; George B. Coleman, barrister-at-law; Stanley W. McInnis, dentist; Arthur P. McInnis, dentist; J. Herbert Ingram, barrister-at-law; David A. Hopper, financial agent, and Samuel Charles Doran, gentleman, all of the City of Brandon, in Manitoba, have by their petition prayed that they may be incorporated with others as a company, for the purpose of carrying on the business of fire, marine and live stock insurance in all its various modes and branches within the Province, under the name and title of "The Brandon Fire Insurance Company, Limited," Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: 1. The persons named in the preamble of this Act, with other persons as shall become shareholders in the company, shall be and they are hereby created, constituted and declared to be a body corporate and politic under the name of "The Brandon Fire Insurance Company, Limited," and by that name shall have perpetual succession and a common seal, with power to break and alter such seal, and by that name may sue and be sued, plead and be impleaded in all courts whatsoever. 2. The capital stock of the said company shall be five hundred thousand dollars ($500,000), divided into five thousand shares of one hundred dollars each, which said shares shall be and are hereby vested in the several persons who shall subscribe for the same, their legal representatives and assigns, subject to the provisions of this Act; provided always that it shall be and may be lawful for the said company by by-law to increase its capital stock to a sum not exceeding one million dollars ($1,000,000), as a majority of the shareholders at a special general meeting, to be expressly onvened for that purpose, shall agree. 3. For the purpose of organizing the said company the persons named in the preamble to this Act shall be the provisional directors thereof, and they, or a majority of them, may cause stock books to be opened upon giving public notice thereof, upon which said stock books shall be recorded the subscription of such persons as desire to become shareholders in the said company; and such books shall be opened Opening of in the City of Brandon and elsewhere at the discretion of the said provisional directors and remain open so long as they may deem necessary. stock books. of share given. 4. So soon as one hundred thousand dollars of the said First meeting capital stock shall have been subscribed as aforesaid, and ten holders. per cent. of the amount so subscribed paid in, the provisional directors may call a general meeting of the shareholders in the said City of Brandon, giving not less than two weeks' Notice to be notice of the time of said meeting and the place where it is to be held in The Manitoba Gazette and at least twice in each of said weeks in some daily newspaper published in the said City of Brandon, at which general meeting the shareholders, present in person or represented by proxy, shall elect seven directors in the manner hereinafter pro- Election of vided, who shall hold office until their successors are elected, and the directors shall have power by by-law at any time hereafter to reduce the number of directors to any number not less than five. directors. of shares. 5. The shares of capital stock subscribed for shall, after Instalments the first payment thereon, be paid in by such instalments and at such times and places as the said directors or provisional directors shall appoint. No such instalment shall exceed ten per cent., and not less than one month's notice of any call upon stock shall be given; and executors, administrators and curators paying instalments upon the shares of deceased shareholders shall be and are hereby respectively indemnified for paying the same. Provided always that it shall When not be lawful for the said company to commence business until one hundred thousand dollars of stock shall be subscribed and five per cent. thereof actually paid in and deposited with Provincial Treasurer, and when the liability of the company shall have reached to two hundred and fifty Deposit of thousand dollars ($250,000) a further deposit of three per Provincial cent, on every additional fifty thousand dollars of liability shall be paid into the said Provincial Treasurer. company may commence business. security with Treasurer. president and 6. The stock, property, affairs and concerns of the said Directors, company shall be managed and conducted by the directors, vice-president. one of whom shall be chosen president, and one vice-president, who shall hold office for one year, subject to the provisions of this Act. The said directors shall be shareholders Annual residing in Manitoba and elected at the annual general meeting of shareholders to be held at Brandon in each year on election. Filling board such day as may be appointed by by-law, not less than two weeks' notice of such meeting being given as provided in section 3; and the said election shall be held and made by such of the shareholders present in person or by proxy as shall have paid all calls made by the directors then due, and all such elections shall be by ballot; and the persons who shall have the greatest number of votes at any such election shall be directors, except as herein directed; and, if two or more persons have an equal number of votes in such manner that a greater number of persons shall appear to be chosen as directors, then the directors who shall have a greater number of votes or the majority of them shall determine which of the said persons so having equal number of votes shall be director or directors so as to complete the whole number of directors required by this Act; and the said directors, as soon as may be after the said election, shall proceed in like manner to elect by ballot one of their number to be president and one to be vice-president; and if any director shall remove his domicile out of Manitoba his office shall be considered vacated by the fact of such removal. 7. Any vacancy at any time happening amongst the said vacancies on directors by death, resignation, disqualification or removal during the current year of office shall be filled for the re mainder of the term by the remaining directors or the majority of them electing in place of such director or directors a shareholder or shareholders eligible for such office. Qualifications of directors. Company not Votes of 8. No person shall be eligible to or continue a director unless he shall be a resident within the Province of Manitoba, and shall hold in his own name stock in the said company to the amount of fifteen shares, whereof at least ten per cent. shall have been paid in, and that he shall have paid all calls made upon his stock and shall not be indebted in any manner to the company. 9. In case it shall at any time happen that an election of directors of the said company should not be made on any day when it should have been made under the provisions of this Act, the said company shall not thereby be or be deemed to have been dissolved, but it shall be lawful on any other day to hold and make an election in such manner as may be regulated by the directors for the time being, on the notice as provided in section 4 being given, and the directors. in office shall so continue until their successors have been duly elected. 10. At all general meetings of the said company each shareholders. shareholder shall be entitled to give one vote for every share held by him for not less than five days prior to the time of |