An Act to Incorporate the Canadian Northern Pacific Railway Company

1910. CANADIAN NORTHERN PACIFIC RAILWAY CHAP. 4. COMPANY INCORPORATION.

CHAPTER 4. An Act to Incorporate the Canadian Northern Pacific Railway Company.

[10th March, 1910.]

HEREAS the construction of the railway hereinafter described Preamble, w will be of general benefit to the Province of British Columbia: Therefore, His Majesty, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:—

1. William Mackenzie, President of the Canadian Northern Rail- incorporation. way Company; Donald 1). Mann, Vice-President of the Canadian Northern Railway Company; Roderick J. Mackenzie, Contractor; David Blythe Hanna, Third Vice-President of the Canadian Northern Railway Company; and Andrew D. Davidson, Financier, together with such persons as become shareholders in the Company hereby incorporated, are hereby constituted a body corporate under the name of " Canadian Northern Pacific Railway Company " (here- corporate name. after called "the Company").

2. The head office of the Company shall be in the City of Victoria, Head office. in the Province of British Columbia, but the Company may, by by law passed at an annual general meeting, determine that meetings of the directors or the shareholders of the Company may be held at any other place in British Columbia, or may, by by-law as aforesaid, change the head office from the City of Victoria aforesaid to such other place within British Columbia as may be specified in such by law.

3. The Company may lay out, construct and operate railway lines Lines of railway of the gauge of four feet eight and one-half inches within the Prov- struotedf ince of British Columbia, as follows:— 19 CHAP. 4. CANADIAN NORTHERN PACIFIC RAILWAY 10 ED. 7 COMPANY INCORPORATION.

A line connecting with the main line of the Canadian Northern Railway Company at some point at or within the eastern boundary of the Province of British Columbia; thence through the Province, through the City of New Westminster to a point in the City of Vancouver, and also to a point at or near English Bluff, south of the Fraser River, a distance of approximately live hundred miles; such line of railway to be constructed from the point on the eastern boundary aforesaid, via the Yellowhead Pass, the North Thompson River, the South Thompson River and the Fraser River, to the termini aforesaid: (&.) From a point in the City of Victoria to a point on or near Barkley Sound, on the Island of Vancouver, a distance of approximately one hundred miles: (c.) Such other lines within the Province as may be from time to time authorised by order of the Lieutenant-Governor in Council.

Telegraph lines. 4. The Company is hereby authorised and empowered to construct, maintain and operate a system of telegraph lines within the Prov ince of British Columbia, and to transact and carry on a commercial business thereon.

Telephone lines. 5. The Company is hereby authorised and empowered to construct, maintain and operate a system of telephone lines along any of its lines of railway, and to transact and carry on a commercial business thereon.

Express business. 6. The Company is hereby authorised and empowered to engage in and carry on express business within the said Province.

Steamships and 7. The Company is hereby authorised and empowered to own, steam ferries. lease, operate, manage and control steamships, steam-ferries and other boats and vessels, and to operate and use the same in connec tion with its business.

Wharves, docks, 8. The Company is hereby authorised and empowered to purchase, warehouses, etc. build, erect, equip, maintain, use and operate wharves, docks, slips, warehouses, elevators and storehouses with their appurtenances, and to carry on a general wharfinger, elevator, warehouse and store house business in connection therewith.

Coal-mines. 9. The Company is hereby authorised and empowered to purchase, acquire, lease, open up and operate coal-measures and coal-mines within the Province of British Columbia, and to acquire all neces sary and convenient lands in connection therewith.

Purchase of stock 10. The Company is hereby authorised and empowered to pur in other companies. chase stock, shares, debentures, bonds and securities of other rail- 20 1910. CANADIAN NORTHERN PACIFIC RAILWAY CHAP. 4. COMPANY INCORPORATION. way and traction companies, hydraulic, electric, irrigation and other companies, and to hold, sell and dispose of the same.

11. The Company shall have power to promote any other com- Promotion of . ,. „ „ companies. pany or incorporation or association of persons for any purposes which may seem, directly or indirectly, calculated to benefit the Company, and for that purpose to obtain any Act of Parliament which may seem expedient, and to oppose any proceedings or appli cation which may seem calculated, directly or indirectly, to prejudice the Company's in teres! s. 12. The Company shall have the power of purchasing lines of rurchase of r J f t ts railways. railway already constructed or which may hereafter be constructed, and all branch lines in connection therewith, with the rights and privileges appertaining thereto, all within the Province. 13. The Company shall have power to acquire by purchase, or to Running arrange- lease, or to make running arrangements with any railway lines in the Province of British Columbia.

14. The Company is authorised to enter into arrangements for Lease or sale of and complete the lease or sale of the lines and property of the Com pany to any other company, subject, however, to approval of the Lieutenant-Governor in Council being first obtained to such lease or sale.

15. The Company may from iime to time guarantee, in whole or Guaranty, in part, the payments of the principal or interest, or both, of the bonds, debentures or other securities of any railway company, or any transportation, navigation, telegraph, express, hotel or other company authorised to carry on any business incidental to the work ing of a railway, or to any business which the Company is author ised to carry on : Provided that the terms of the agreement respect ing such guarantee have been approved by resolution of the share holders of the Company, passed by not less than two-thirds in value of those present or represented by proxy at a special meeting called for the purpose: (a.) The form and manner of guarantee shall be such as the Board of Directors of the Company approves of, and it shall be signed by such officer or officers as are designated by the Boai'd to sign it; and upon its being so signed and deliv ered, the Company shall become liable to the holders for the time being of the securities guaranteed according to the tenor of the guarantee.

16. The Company may receive, either from any Government or Bonuses. from any persons or bodies corporate or politic authorised to grant 21 CHAP. 4. CANADIAN NORTHERN PACIFIC KAILWAY 10 ED. 7 COMPANY INCORPORATION.

the same, bonuses, lands, loans, gifts, moneys or securities for money, howsoever granted, in aid of the construction, equipment and main tenance of the said railway, and may use, hypothecate, obtain advances on, lease, work, sell or dispose thereof except in so far as prevented from so doing by the terms of the bonus, gift or grant.

Application of 17. The several clauses of the "British Columbia Eailway Act" " B. C. Railway J Act." shall be incorporated with and deemed to be part of this Act, and shall apply to the Company and to the railway to be constructed by it, except so far as they may be inconsistent with the enactments hereof, and except in so far as they may be inconsistent with the pro visions of the Agreement dated the seventeenth day of January, A. D. 1910, made between His Majesty the King, represented by the Hon ourable Richard MeBride, Minister of Mines for the Province of British Columbia, of the one part, and the Canadian Northern Railway Company of the other part, and except also the provisions of section 44, subsection (4), and of subsections (8), (9) and (10) of section 31, and of section 76 and subsection (3) of section 78 of the said Act, and the expression " this Act," when used herein, shall be understood to include the clauses of the said " Railway Act," except as aforesaid; but where any conflict arises between the two Acts, the terms of this Act shall govern. Capital stock. 18. The capital stock of the Company shall be twenty-five million dollars ($25,000,000), divided into two hundred and fifty thousand shares of one hundred dollars (flOO) each.

Preferred stock. 19. The directors of the Company may, by by-law, provide that any portion of such capital stock, not exceeding ten million dollars ($10,000,000), shall be issued as preferred stock, and may, by by-law as aforesaid, determine the nature and character of the preference to be given to such preferred stock, and the rate or rates of interest to be paid in connection therewith, and otherwise such matters and things as may be necessary to enable the Company to issue such portion of its capital stock as preferred stock of the Company.

Provisional 20. The persons named in the first section of this Act shall be directors. and are hereby constituted provisional directors of the Company, of whom three shall form a quorum for the transaction of business, and they shall hold office as such until other directors are elected under this Act, and shall have power forthwith to open stock-books and to procure subscriptions of stock for the undertaking, and to receive payments on account of stock subscribed, and to make calls upon subscribers in respect of their stock, and to sue for and recover the same, and to cause plans and surveys to be made, and to acquire any plans and surveys now existing, and to deposit in any chartered 22 1910. CANADIAN NORTHERN PACIFIC RAILWAY CHAP. 4. COMPANY INCORPORATION. bank of Canada all moneys received by them on account of stock subscribed, and to withdraw the same for the purpose of the under taking.

31. The money raised upon the capital stock of the Company shall Application of u moneys raised upon be applied in the first place to the payment of all fees, expenses and stock, disbursements in connection with the incorporation of the Company, and for making surveys, plans and estimates, or purchasing those already made, connected with the works hereby authorised, and the remainder of such moneys shall be applied to the making, equipping and maintaining of the said railway and other purposes of this Act. 33. (1.) So soon as one hundred thousand dollars of the capital First meeting of shareholders. stock shall have been subscribed and allotted, and ten per cent, of this amount shall have been paid into some chartered bank in Canada, the provisional directors shall call a meeting of the subscribers to the said capital stock, to be held at such place as the provisional directors may determine and at such time as they shall think proper, for the purpose of electing directors of the said Company, passing by-laws and transacting other business. The said provisional directors shall call such meeting by giving at least two weeks' previous notice of such meeting, by a circular addressed by mail or delivered to each subscriber, stating the time, place and purpose of said meeting: Provided that any subscriber may, by instrument in writing, waive any such notice, or such meeting may be held without notice if all of the subscribers are present either in person or by proxy. (2.) At such meeting the subscribing shareholders may choose not Election of less than five or more than twelve persons to be the directors of the Company, and who shall bold office until their successors are elected. Such shareholders may also at such meeting pass rules, regulations and by-laws not inconsistent with this Act. 33. The first annual general meeting of the Company shall be held First annual . . _, iv general meeting. at such time as the directors of the Company may determine, and all subsequent annual meetings shall be held at such time and at such place as may be prescribed by the by-laws of the Company; and if no other time and place is prescribed, or if the time for holding any such meeting in any year should pass without such meeting being duly assembled, the directors are empowered to fix a time and place for holding same. A Board of not less than five and not more than twelve directors, as determined by the by-laws of the Company (which by-laws may also determine the number of directors who shall form a quorum for the transaction of business), shall be elected at such annual meeting for the management of the Company's business. The by-laws of the Company may prescribe other times, places and means for electing directors of the Company. 23 CHAP. 4." CANADIAN NORTHERN PACIFIC KAILWAY 10 ED. 7 COMPANY INCORPORATION. special general $34. Special general meetings of the shareholders of the Company meetings of shareholders. may be held at such places in the City of Victoria, or elsewhere, and at such time and in such manner and for such purposes as may be provided for by the by-laws of the Company. one share, one vote. 25. In the election of directors under this Act, and in the trans action of all business at general shareholders' meetings, each share holder shall be entitled to one vote, either in person or by proxy, for each share of which he is the registered holder and upon which all calls have been paid.

Who may hold stock. 36. All persons, whether British subjects or aliens, or residents of Canada or elsewhere, shall have equal rights to hold stock in the Company and to vote on the same, and shall be eligible to hold office as directors or officers in the Company.

Directors' proxies. 27. Any director may appoint another director to be his proxy and to vote for him at any meeting of the Board, and such appointed director shall have the right to vote on such proxy as well as in his individual quality as director, and in determining if a quorum of directors is present at any such meeting, each director represented by proxy shall be deemed to be personally present. The appoint ment may be as follows, or to a like effect:— I appoint of the of in the of one of the directors of the " Canadian Northern Pacific Kailway Company," 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 do myself, as such director, if personally present at such meeting. Dated this day of , A. D. 19 .

(Signature.)

Borrowing powers. 28. The directors of the Company, under the authority of the shareholders to them given by a resolution of the annual meeting or of a special general meeting called for that purpose, are hereby authorised to issue bonds, debentures, debenture stock or other securities under the seal of the Company, signed by its president or other presiding officer, which signature may be engraved, litho graphed or printed if so authorised by by-law, and countersigned by its secretary or treasurer or other authorised official, and such bonds, debentures, debenture stock or other securities shall be made payable at such times and in such manner and in such place or places in Canada or elsewhere, and bearing interest at such rate not exceeding six per cent, per annum, as the directors shall think proper, and the 24 1910. CANADIAN NORTHERN PACIFIC RAILWAY CHAP. 4. COMPANY INCORPORATION. directors shall hare power to issue and sell or pledge all or any of the said bonds, debentures, debenture stock or other securities at the best price and upon the best terms and conditions that at the time they may be able to obtain for the purpose of raising money for prosecuting the undertaking of the Company: Provided that the amount of such bonds, debentures, debenture stock or other securities shall not exceed sixty thousand dollars ($60,000) per mile of the said railway hereby or hereafter authorised to be built, to be issued in proportion to the length of railway to be constructed; but notwith standing anything in this Act contained the Company may secure the bonds, debentures, debenture stock or other securities to be issued by them by a mortgage deed creating such mortgages, charges and encumbrances upon the whole or any part of such property, assets, rents and revenues of the Company, present or future, or both, as shall be described in the said deed; but such rents and revenues shall be subject in the first instance to the payment of the working expenses of the railway, and by the said deed the Company may grant to the trustee or trustees named all the rights, powers, immuni ties, franchises and property of the Company, including its corporate franchise and all and every the powers and remedies granted by this Act, in respect of the said bonds, debentures, debenture stock or other securities and all other powers and remedies not inconsistent with this Act, or may restrict the bondholders, debenture-holders, deben ture stock or other security holders in the exercise of any powers, privilege or remedy granted by this Act, as the case may be, and all such powers, rights and remedies not inconsistent with this Act as shall be so contained in such mortgage deed shall be valid and binding and available to the bondholders, debenture-holders, debenture stock and other security holders in manner and as therein provided. " Other securities," as used in this paragraph, shall not be construed to include preferred or common stock of the Company.

29. In addition to the foregoing securities the directors of the Terminal securities. Company may, upon like authority, issue securities for the purpose of acquiring, constructing or obtaining any necessary or convenient terminals or terminal properties, elevators and warehouses, steamers, vessels, docks and wharves, townsites, coal-mines and other proper ties, and may charge such securities or some of them upon said prop erties or some of them, as may be provided in any trust deed issued in connection therewith.

30. It shall not be necessary for a holder of any bonds, debentures, Bondholders need debenture stock or other securities, purporting to be issued by the fegaiity^of0 Com? Company, to inquire into the legality of the incorporation or organi- pany s pioce sation of the Company, but the issue of any such bonds, debentures, debenture stock or other securities by or on behalf of the Company shall be conclusive evidence in all Courts and otherwise that the 25 CHAP. 4. CANADIAN NORTHERN PACIB^IC RAILWAY 10 ED. 7 COMPANY INCORPORATION.

Company has been duly incorporated and organised, and was at the time of the issue of such bonds, debentures, debenture stock or other securities duly authorised and empowered to issue the same.

Payment by issue of 31. The provisional directors or the elected directors may pay or agree to pay in paid-up stock, or in bonds or debentures of the Com pany, such sums as they may deem expedient to engineers or con tractors, or for right-of-way or material, plant or rolling stock. Any stock issued as paid up, in respect of any of the matter aforesaid, shall be fully paid-up capital stock of the Company.

Expropriation. 32. Whenever it shall be necessary for the purpose of procuring sufficient lands for terminals, stations or gravel-pits, or for construct ing, maintaining or using the said railway, also for any other pur pose connected with the said railway, or for opening a street to any station from any existing highway, the said Company may expro priate, purchase, hold, use and enjoy such lands and also the right- of-way thereto, if the same be separated from the railway, and may sell and convey the same or parts thereof from time to time as they may deem expedient, and may also make use of and dam for the purpose of said railway the water or any stream or water-course over or near which the said railway passes, not being navigable waters, doing, however, no unnecessary damage thereto and not impairing the usefulness of such stream and water-course. The arbitration provisions of the " British Columbia Railway Act" shall apply in all instances where property is sought to be taken under or where damage is claimed to have been done by the Company within the provisions of this paragraph.

By-laws of 33. The directors shall have full power to make and prescribe such directors. by-laws and rules and regulations as they shall deem needful and proper, touching the subscription calls and management of the prop erty, estate and effects of the Company, the transfer of shares, the duties and conduct of their officers and servants, touching the elec tion and meeting of the directors and all matters whatsoever which may appertain to the concerns of the Company; and the said Board of Directors shall have full power to appoint such engineers, agents and subordinates as may from time to time be necessary to carry into effect the objects of the Company, and do all acts and things touching the acquisition, location and construction, maintenance and operation of said railway, telegraph and telephone lines, express, steamship, ferry and other affairs which the Company is authorised to carry on.

Land- 34. The Company shall have power to purchase, hold, lease or sell land for any of the purposes of the Company, and for the purposes of townsites, parks and pleasure grounds, and to lay out and survey the same. 26 1910. CANADIAN NORTHERN PACIFIC RAILWAY CHAP. 4. COMPANY INCORPORATION.

35. The Company may become party to promissory notes and bills Promissory notes of exchange for sums not less than one hundred dollars, and in no change. case shall it be necessary to have the seal of the Company affixed to such promissory notes or bills of exchange; but nothing in this section shall be construed to authorise the Company to issue any note or bill payable to bearer, or intended to be circulated as money, or as the note or bill of a bank.

Deposit of map 36. Any property hereafter required by the Company for right-of- of right-of-way to operate as reserve way, terminals, station grounds or other railway purposes shall, of land from loca tion, etc., under from the date of the deposit of any map, plan or book of reference " Mineral Act," etc. in accordance with the provisions of the " British Columbia Railway Act," showing that such property is required as aforesaid, be reserved from location or alienation under the " Mineral Act," " Placer Min ing Act" or " Coal-Mines Act," so long as any such property shall be required for the purposes aforesaid. 37. The said Company may amalgamate, with the consent of the Amalgamation. Lieutenant-Governor in Council, with the Canadian Northern Rail way Company or such other company as may be approved as afore said. Any such amalgamation may be by deed, which, however, shall not have any force or effect until it shall have been submitted to and approved of by two-thirds of the votes of the shareholders of each company party thereto at an annual meeting or at a special general meeting of each company duly called for the purpose thereof, at each of which meetings shareholders representing at least two-thirds in value of the capital stock of each company are present or represented by proxy, and the amalgamating companies shall thereafter form one company under the name agreed upon and set forth in said deed. 38. Upon any agreement for amalgamation being approved as Effect of •^ ° " o J. jr amalgamation. aforesaid, the companies parties to such agreement shall, subject to the provisions of this Act and the Act of the other amalgamating company, and any other legislation governing the matter, be deemed to be amalgamated and shall form one company under the name and upon the terms and conditions in such agreement provided, and the amalgamated company shall possess and be vested with all the rail ways and undertakings and all other powers, rights, privileges, fran chises, assets, effects and properties, real, personal and mixed, belong ing to, possessed by or vested in the companies parties to such agree ment, or to which they or either of them may be or become entitled, and shall be liable for all claims, demands, rights, securities, causes of action, complaints, debts, obligations, works, contracts, agreements or duties to as full an extent as any or either of such companies was at or before the time when the amalgamation agreement came into effect. VICTORIA, B. C: Printed by Rio ARD WOLFESDBN, I.S.O., V.D., Printer to the King's Most Excellent Majesty. 1910, 27