An Act to consolidate and amend certain Acts relating to the British Columbia Southern Railway Company.

[11th April 1894.]

WHEREAS the British Columbia Southern Railway Company have by their petition set forth that, as more fully appears by the Acts mentioned in the Schedule to this Act, they were incorporated in the year 1888 by the Legislature of the Province of British Columbia, under the name of "The Crow's Nest and Kootenay Lake Railway Company"; that in the year 1890 the said Act was amended; that in the year 1891 the said two Acts were also amended, and the Com Company name was changed to "The British Columbia Southern Railway Company"; that in the year 1893 the said several Acts were further amended, and that it is expedient to consolidate and amend these Acts so as to embody the provisions therein contained in one Act; and whereas the Company have prayed for such consolidation, and also for power to construct a branch line from some point at or near the Forks of Michel Creek, by way, of Michel Creek to Martin Creek and whereas, it is expedient to grant the prayer of the said petition:

Therefore, Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:—

1. This Act may be cited as the "British Columbia Southern Railway Company's Act, 1894."



2. The Acts mentioned in the Schedule to this Act to the extent therein mentioned are hereby repealed, and in lieu of the said Acts and provisions, this Act, and in matters not provided for by this Act, the "British Columbia Railway Act" and its amendments shall apply to the British Columbia Southern Railway Company, hereinafter called "the Company," and to the undertaking of the Company.



3. The said repeal shall not in any way affect:




(a.)   The corporate existence of the Company, which, together with all such persons as hereafter become shareholders in the Company, shall continue to be the same body corporate; or

(b.)   Any obligation, debt, or liability of the Company now existing; or

(c.)   Any right now existing, accruing, accrued, or established; or

(d.)   Any suit, action, or proceeding at law or equity now pending.




4. The head office of the Company shall be at the City of Victoria, but the Directors may change it to any other place if found advisable, and may establish one or more offices in Canada or elsewhere, but shall have a branch office in British Columbia.



5. General meetings of the Company, whether annual or special, may be held at the head office of the Company, or elsewhere, as may be appointed by by-law. The annual general meeting of the Company for the election of Directors and other general business, shall be held on such day and hour, once in every year, as the Directors from time to time by by-law determine.


(b.)   At least four weeks' previous notice of every such meeting shall be given by public advertisement in the British Columbia Gazette, and in some daily newspaper published in British Columbia, also by circulars addressed and sent by mail to each shareholder of the time, place, and purpose of such meeting.


6. The capital stock of the Company shall be four millions of dollars, divided into forty thousand shares of one hundred dollars each; and the money so raised shall be applied, in the first place, to the payment of all expenses and disbursements connected with the organization of the Company and preliminary expenses, and making the plans and estimates connected with the works hereby authorized, and the remainder of such money shall be applied to the making, equipping, completing, and maintaining of the said railway and for the other purposes of this Act.


(b.)   The capital stock of the Company may, with the approval of the Lieutenant-Governor in Council, be increased from time to time to any amount, if such increase is sanctioned by a vote, in person or by proxy, of the shareholders who hold at least two-thirds in amount of the subscribed stock of the Company, at a meeting expressly called by the Directors for that purpose, by a notice in writing to each shareholder, delivered to him personally, or properly directed to him and deposited in the post office at least four weeks previously to such meeting, stating the time, and place, and object of such meeting, and the amount of the proposed increase; and the proceedings of such meeting shall be entered in the minutes of the proceedings of the Company, and thereupon the capital stock may, with such approval, be increased to the amount sanctioned by such vote.

(c.)   The Directors of the Company may make and issue, as paid-up stock, shares in the Company, and may allot such shares in payment of or for work done by contractors, and other persons who have been and are engaged in promoting the undertaking and also in payment of right of way, plant rolling stock or other purposes in connection with the interests of the Company, and such paid-up stock shall be unassessable thereafter for calls.



7. The present Board of Directors of the Company shall continue to be the Directors of the Company until replaced by others elected under the provisions of the "British Columbia Railway Act" and of this Act;


(b.)   The number of Directors of the Company shall be nine, of whom five shall form a quorum;

(c.)   Voting shall be by ballot;

(d.)   No person shall be a Director unless he is the owner and holder of at least ten shares in the capital stock of the Company and has paid all calls due thereon;

(e.)   The Directors may employ one of their number as a paid Director;

(f.)   The Directors may annually appoint from among themselves an Executive Committee for such purposes and with such powers and duties as the Directors by by-law determine; and the President shall be ex officio a member of such Executive Committee;

(g.)   The Directors may by by-laws or resolution from time to time reopen the stock books of the Company and receive subscriptions for additional shares of stock to the limit authorized by this Act.


8. The said Company may lay out, construct, maintain, and operate a railway of a gauge of not less than three feet, in three sections, and a branch described as follows:—


(a.)   The Eastern Section to consist of that portion of said railway commencing at the junction of Summit Creek with Michel Creek thence by way of Michel Creek to Elk River and the Upper Kootenay River, with power to go to the 49th parallel and the Tobacco Plains;

(b.)   The Central Section to consist of that portion of the railway commencing at a point on the Elk River, near the junction of the Elk River with the Kootenay River; thence in a northerly direction to a point at or near Cranbrook; thence by the Moyee Pass to the Lower Kootenay River or by the alternative route from Cranbrook by way of St. Mary's River to Pilot Bay on Kootenay Lake, or to the Lardo River;

(c.)   The Western Section to consist of that portion of the railway commencing from the western terminus of the Central section to the coast, by the most convenient route, to a favourable place for crossing the Fraser River to the City of New Westminster; thence to a suitable terminus on Burrard Inlet, and shall include a branch line to Nelson via Salmon River;

(d.)   Also a branch line from a point on the main line at or near the Forks of Michel Creek, thence by way of Michel Creek to Martin Creek.


9. The Company shall construct and equip the Eastern Section on or before the 31st day of December, 1896; the Central Section and the branch line mentioned in sub-section (d.) of the preceding section on or before the 31st day of December, 1897; and the Western Section on or before the 31st day of December, 1898. Nevertheless, failure to complete any one or more of the said sections within the time so limited for the completion of the same respectively, shall not prejudice the rights, powers, or privileges of the Company in respect of such part or parts (if any) of the section or sections as to which such failure shall be made, as shall at the expiration of such limited time be made and completed, or in respect of any section or sections as to which the period so limited for the completion thereof shall not have determined.



10. For the purposes of the foregoing work of construction, the provisions of section 10 of the "British Columbia Railway Act," when applied to the undertaking hereby authorized, shall be read and construed distributively.



11. The provisions of the "British Columbia Railway Act" shall, so far as such provisions are applicable to the undertaking and are not inconsistent with or contrary to the provisions of this Act, apply to the said railway.



12. The Company shall also have power and authority—
(a.)   To erect, operate, and maintain saw-mills, manufacture and sell lumber, and to acquire waterways, construct ditches, flumes, roads and tramways, and do all such other things as are conducive to carrying on the business of lumbermen, saw-mill owners, and manufacturers of lumber;

(b .)   To work mines, minerals, coals, and petroleum, and to search for, prospect, purchase, and to acquire any mines, mining rights, and to explore and develop the same, and to smelt, dress, and prepare minerals and petroleum for market, and to construct, operate, and maintain crushing, smelting, or refining works, furnaces, and other conveniences conducive to this branch of the Company's business:

(c.)   And to erect, operate, and maintain, at any point or points along the line of the said railway, electric works, power houses, generating plant, and such other appliances and conveniences, as are necessary and proper for the generating and transmitting electricity, as the Company may think proper and necessary, and to carry on the business of generating and transmitting electricity; and for any of the purposes mentioned in this subsection, the Company is hereby authorized and empowered, by its agents, contractors, and workmen, from time to time to make ind erect such electric works, and to sink, lay, place, fit, maintain, and repair such electric lines, accumulators, storage batteries, electric cables, mains, wires, pipes, switches, connection branches, electric meters, dynamos, engines, machines, cuts, drains, wheels, watercourses, pipes, buildings, and other services as may be deemed necessary. And (subject to the approval and inspection of the Chief Commissioner of Lands and Works) to erect and place any electric line, cable, main, wire, or other electric apparatus above or below ground, along, over, or across any road, highway, or street along the line of the said railway, and to erect poles for the purpose of placing the same in such manner as the Company shall think fit, necessary, or proper for the purpose of carrying out the operations of the said Company in respect of and incidental to the making, generating, or supplying of electricity. And, also (subject to the approval and inspection of the Chief Commissioner of Lands and Works), for all such purposes, to open and break up the soil and pavement of any such road, highway, or street, or any bridge or bridges within the said area, and to open and break up any sewers, drains, or tunnels within or under such roads, highways, streets, and bridges, and to erect posts, poles, pillars, lamps, globes, or other apparatus in or upon the said roads, highways, streets, and bridges, or against any wall or walls erected on the same or adjoining thereto, and to dig and sink trenches and drains, and to lay electric lines, cables, and mains, and to put electric lines, wires, switches, ind connection branches from such electric lines, cables, and mains, in, under, across, or along such roads, highways, streets, and bridges, and from time to time to cut, remove, alter, repair, replace, and relay such electric lines, cables, mains, wires, switches, and connection branches, or other apparatus: Provided, however, that the powers, rights, and privileges conferred upon the Company by this sub-section shall not be exercised or enjoyed within the limits of any Municipality until the consent of the Council of such Municipality has been obtained thereto: And provided further, that any such Municipality which may hereafter be incorporated shall have the right to regulate the operation of, or to acquire by purchase, on such terms as may be agreed upon by arbitration or otherwise, any electric works established by the Company under this sub-section within the territory included in such Municipality, together with such rights, privileges, or franchises in connection with such works as the Company may have acquired under the powers of this sub-section, or otherwise; and upon the completion of such purchase the Municipality shall have power to maintain and operate such works, and to hold, exercise, and enjoy all the rights, privileges, and franchises which the Company held, exercised, or enjoyed in connection therewith.


13. The Company may receive, acquire, and hold grants of land for the purposes of the said Company, and may also purchase or lease any land grants or privileges for the same purposes.



14. The Company may construct, equip, maintain, and operate electric, telegraph, and telephone lines along and in connection with the railway, and may construct, equip and maintain wharves, docks, elevators, warehouses, and other buildings as may be found requisite for carrying on the traffic of the Company.



15. The Company may drain any marsh or flooded lands which may be granted or leased to the Company from time to time, provided such works of drainage shall not interfere with vested rights.



16. The Company may build, acquire, lease, work, and operate steam or other vessels to run in connection with the said railway.



17. The Directors of the Company, under the authority of the shareholders, to them given by resolution at any general or special meeting called for that purpose, at which meeting shareholders representing at least two-thirds in value of the subscribed stock of the Company are present, or represented by proxy, may issue bonds under the seal of the Company, signed by the President or other presiding officer, and countersigned by the Secretary or Treasurer, and such bonds may be payable at such time, and in such manner, and at such place or places in Canada or elsewhere, and bearing such rate of interest as the Directors may think proper; and the Directors shall have power to issue and sell or pledge all or any of the said bonds, at the best price and upon the best terms and conditions which at the time they are able to obtain, for the purpose of raising money for prosecuting the said undertaking: Provided that the bonds so issued, pledged or sold shall not exceed twenty-five thousand dollars per mile of railway authorized under this Act.



18. Notwithstanding anything in this Act contained, the Company may secure the bonds to be issued by them by mortgage deed creating such mortgage, charges, and incumbrance upon the whole or any part of such property, assets, and revenue of the Company, present or future, or both, as shall be described in such deed; but such rents and revenues shall be subject in the first instance to the payment of the working expenses and proper maintenance of the railway; and the said deed of the Company may grant to the holders of such bonds, or to the trustee or trustees named in such deed, all and every the powers and remedies granted by this Act, as the case may be; and all such powers, rights, and remedies as shall be contained in such mortgage deed shall be valid and binding, and available to the bondholders in such manner and form therein provided, and every mortgage deed ,shall be deposited in the office of the Registrar-General of British Columbia.



19. The bonds hereby authorized to be issued shall be taken and considered to be the first preferential claim and charge upon the Company, and the franchise, undertaking, tolls, and income, and real and personal property thereof, now or at any time hereafter acquired, save and except as provided in the next preceding section, and each holder of the said bonds shall be deemed to be a mortgagee or incumbrancer upon the said securities pro rata with all other bondholders; and all the proceeding upon the bonds shall be taken through the trustee or trustees regularly appointed.



20. If the Company shall make default in paying the interest or principal of any bonds hereby authorized at the time when the same shall, by the terms of the bond, become due and payable, then at the next annual general meeting, of the Company, and all subsequent general meetings, all holders of bonds being and remaining in default shall in respect thereof have and possess the same rights and privileges and qualification for Directors and for voting at general meetings as would be attached to them as shareholders if they had held fully paid up shares of the Company to a corresponding amount: Provided, nevertheless, that the right given by this section shall not be exercised by any bondholder unless the bond in which he shall claim to exercise such right shall have been registered in his name in the same manner as is provided by law for the registration of the shares of the Company, and for that purpose the Company shall be bound on demand, on default made in principal or interest, to register any transfers thereof in the same manner as a transfer of shares: Provided, also, that the exercise of the right 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.



21. All bonds hereby authorized, and the coupons thereon, may be made payable to bearer, and shall be transferable by delivery until registration thereof, in manner provided by the next preceding section, and while so registered they shall be transferable by written transfers registered in the same manner as in the case of shares.



22. The Company may become party to promissory notes and bills of exchange for sums not less than one hundred dollars, and any such bill or note drawn, accepted or indorsed by the President or Vice-President of the Company, and countersigned by the Secretary, shall be binding on the Company, and any such note or bill of exchange so made, drawn, accepted or indorsed shall be presumed to have been made, drawn, accepted or indorsed by proper authority until the contrary be 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 Vice-President be individually responsible for the same unless the said promissory note or bill of exchange has been issued without the proper authority: Provided that nothing in this section shall be construed to authorize 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.



23. The Company may enter into an agreement with any other company whose line of railway connects with the railway of the Company for conveying or leasing to such company the railway of the Company, in whole or in part, or any rights or powers acquired under this Act, subject to such terms and conditions as the Directors of the Company deem fit. Provided that the said conveyances, leases, and agreements have been first sanctioned by a majority of the votes of the shareholders present in person or represented by proxy, at any regular or special meeting held under the conditions of this Act. And the Company shall have power to lease other connecting railway lines, or parts thereof, under similar conditions.