deemed and construed to be limited to the jurisdiction of the Legislature of the Province of Manitoba. 31. This Act shall come into force on the day that it is Act to come assented to. 32. This Act shall be deemed a public Act. into forcewhen. Public Act. SCHEDULE "A." KNOW all men by these presents that I (or we) in consideration of dollars, to me (or as the case may be) by the Manitoba Central 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 company for the purposes of their railway, to hold with the appurtenances thereof unto the said The Manitoba Central Railway Company, their successors and assigns. As witness my hand and seal (or our hands and seals) this day of Signed, sealed and delivered in presence of A.D. one thousand eight hundred and [Seal]. CAP. II. An Act to Incorporate the Winnipeg and Southern W [Assented to 19th April, 1887.] THEREAS the construction of a line of railway running from Winnipeg in a southerly or southeasterly direction to a point on the International Boundary of the old Province of Manitoba, with power to build bridges and construct and operate an electric telegraph line along the said railroad, would be of general benefit to the Province of Manitoba; And whereas a petition has been presented for the incorporation of an Act for that purpose, and it is expedient to grant the prayer of the said Company. Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: Preamble. 1. Hon. Alexander Morris, Alexander Manning, Esq., and Names of F. Turner, civil engineer, all of Toronto, and Hon. Gilbert corporators. McMicken, Daniel H. McMillan, D. M. Blackwood, J. H. Ashdown, Samuel L. Bedson and C. H. Allen, all of Winnipeg, Name of Clauses of apply. together with all such persons and corporations as shall become shareholders in the company hereby incorporated, shall be and the same are hereby constituted a body corporate and politic under the name of the Winnipeg and Southern Railway Company. 2. The several clauses of the "Railway Act of Manitoba" of Manitoba to shall be incorporated with and shall be deemed to be part of this Act, and shall apply to the said company and to the railway to be constructed by them, except in so far as the same may be inconsistent with the express enactment thereof, and the expression "this Act," when used herein, shall be understood to include the clauses of the said Railway Act. Powers of Company to construct line of railway. Build bridges and telegraph line. No portion to be built in added territory. Provisional Directors and their powers. Calls on stock. Plans and surveys. Grants in aid of undertaking. Capital stock how divided 3. The said company shall have full power and authority to locate, lay out, construct, build, make, furnish, operate, alter and keep in repair a railway with one or more sets of rails or tracks, commencing at Winnipeg and running south or southeast to the International Boundary of Canada, and not extending beyond the Province of Manitoba, with power to build bridges, not being bridges over any navigable water, to construct and operate an electric telegraph line along the said railway; and the company shall have power to construct the different sections of the said railway in such order as they see fit, keeping in view the general directions as herein provided. Provided always that no portion of said railway shall be built in the portion of territory added to this Province in the year 1881. 4. The persons named in the first section of this Act, with power to add to their number, shall be and are hereby constituted provisional Directors of the said Company, of whom five shall be a quorum, and shall hold office as such until other Directors shall be elected under the provisions of this Act, and shall have power and authority forthwith to open stock books and procure subscriptions of stock for the undertaking; and to make calls upon the subscribers in respect of their stock and sue for and recover the same, and to cause surveys and plans to be made and executed and to acquire any plans and surveys now existing, and to deposit in any chartered bank of Canada all monies received by them on account of stock subscribed, and to withdraw the same for the purposes of the undertaking; 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 and dispositions of any gift or bonus in aid of the Railway; and, as hereafter provided, to call a general meeting of the shareholders for the election of directors and with all such other powers as under the "Railway Act of Manitoba” are vested in ordinary directors. The capital stock of the Company shall be $400,000 (with and how to be power to increase the same), to be divided into four thousand applied. shares of one hundred dollars each, and shall be raised by the persons hereafter mentioned as may become shareholders in such stock and the money so raised shall be applied in the first place towards the payment of all fees, expenses and disbursements for procuring the passing of this Act, and for making the surveys, plans and estimates connected with the works hereby authorized, and all the rest and remainder of such monies shall be applied towards the building, making, equipping, completing, operating and maintaining the said Railway and for the other purposes of this Act. scriptions not 5. No subscription for stock in the capital of the Company Stock subshall be binding on the Company unless ten per centum of the amount has been actually paid thereon into a chartered bank, to the credit of the company, within one month after subscription. 6. The said Company may receive either from any government or from any persons or bodies corporate, or politic, except municipal corporations, bonuses, lands and loans or gifts of money or securities for money in aid of the construction, equipment and maintenance of the said railway. 7. The said company shall have power and authority to receive, hold and take all voluntary grants and donations of land or other property made to it or bonuses by way of debentures, bonds or otherwise, howsoever granted or given except by municipalities to aid in the construction, maintenance and accommodation of the Railway. 8. When and so soon as one half of the said capital stock shall have been subscribed as aforesaid, and ten per centum paid thereon, the Provisional Directors shall call a general meeting of the subscribers to the said capital stock, to be holden at the head office of the Company at the City of Winnipeg, for the purpose of electing Directors of the Company, giving at least two weeks' notice by advertisement, inserted twice in each of two newspapers published daily at the City of Winnipeg, of the time, place and purpose of such meeting, and once in the Manitoba Gazette during the two weeks immediately preceding such meeting. binding on Company until paid. 10 per cent. Bonuses and construction. loans in aid of directors. 9. At such general meeting of the shareholders assembled, Election of personally or by proxy, who shall have so paid up ten per centum thereof, shall be chosen persons to be Directors, and may also be passed such rules and regulations and by-laws as By-laws. may be expedient, provided they be not inconsistent with this Act. 10. On the first Tuesday in May of each year thereafter there shall be holden the general annual meeting of the shareholders of the said Company at the principal office of the said Company at the City of Winnipeg, at which meeting the Notice of. Special gen shareholders shall elect 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 papers published in the Province, and the election of the Directors shall be by ballot, and the persons so elected shall form the Board of Directors. 11. Special general meetings of the shareholders of the eral meetings. said Company may be held at such places and such time and in such manner, and for such purposes and notice thereof shall be given in such manner as may be provided by the by-laws of the Company. Quorum of board of directors. Who may be directors. Calls on shareholders, to what amount 12. Until otherwise provided by the by-laws of the Company a 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 as a Director unless he shall be holder and owner of at least ten shares of the stock of the said Company and shall have paid up all calls upon the said stock. 13. The Directors may from time to time make such calls for money upon the respective shareholders for such instaland how made. ments 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 instalment shall exceed ten per centum of the subscribed capital and that not more than fifty per centum shall be called in any one year, and that thirty days' notice shall be given in such manner as the Directors may think fit. Proxies. 14. Any Director may appoint another Director to be his proxy and to vote for him at the Board. The appointment may be as follows, or to a like effect: Form of. I appoint A. B., of , one of the Directors of the , to be my proxy as a Director of that Company and as such proxy to vote for me at all meetings of the Directors of that Company and generally to do all that I could myself do as such Director if personally present at such meeting. Dated this day of A.D. Issue of bonds. 15. The Directors of the said Company are hereby authorized to issue bonds under the seal of the said Company, signed by its President or other presiding officer and countersigned by its Secretary, and such bonds may be made payable in such money or moneys, at such times, in such manner, 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 sell and pledge all and any of per the said bonds at such prices and at such terms and conditions 16. If the said Company shall make default in paying the principal or interest on any of the bonds hereby authorized at the times when the same shall, by the terms of the bonds, become due and payable, then at the next ensuing general annual meeting, and all subsequent meetings, all holders of bonds so being and remaining in default shall, in respect thereof, have and possess the same rights and privileges and qualifications for Directors as would be attached to them as shareholders if they had fully paid up shares of the said Company to a corresponding amount; provided, nevertheless, that the rights given by this section shall not be exercised by any bondholder unless the bonds in respect of which he shall claim such rights shall have first been registered in his name, in the same manner as is provided by law for the registration of the shares of the said Company, and for that purpose the Company shall be bound, on demand, to register any of the said bonds in the name of the holders thereof in the same manner as a transfer of shares; provided that the exercise of the rights given by this section shall not take away, limit or restrain any other of the rights or remedies to which the holders of the said bonds shall be entitled. 17. All the bonds, debentures, mortgages, and other securities hereby authorized, and the coupons and interest warrants thereon, respectively, may be made payable to bearer, and |