BRITISH COLUMBIA RAILWAY ACT

[RSBC 1996] CHAPTER 36

[Updated to October 31, 1997]

Contents

Section 1 – Definitions

1 In this Act:

"company" means the British Columbia Railway Company;

"subsidiary" means a corporation of which each share having full voting rights under all circumstances is held, otherwise than solely by way of security, either by the company or another subsidiary.

Section 2 – Application of Railway Act

2 (1) The Railway Act applies to this Act, the company and to the railway constructed by it, except as it may be inconsistent with this Act or the agreement dated February 10, 1912 between the government and Timothy Foley and others.

(2) The expression "this Act", when used in this Act, must be understood to include the clauses of the Railway Act except as indicated in subsection (1).

(3) If any conflict arises between the 2 Acts, this Act governs.

Section 3 – Railway corporation

3 The corporation known as British Columbia Railway Company is continued.

Section 4 – Agent of the government

4 The company is for all its purposes an agent of the government, and its powers may be exercised only as an agent of the government.

Section 5 – Status of subsidiary

5 (1) A subsidiary is not an agent or emanation of the government.

(2) Despite the Financial Administration Act, the definition of "government corporation" in that Act does not include a subsidiary as defined in section 1 of this Act.

Section 6 – Tax liability

6 (1) The exemption from taxation conferred by section 2 of the Pacific Great Eastern Railway Taxation Exemption Act, S.B.C. 1926-27, c. 52, as enacted by the Pacific Great Eastern Railway Taxation Exemption Act Amendment Act, 1929, S.B.C. 1929, c. 49, does not exempt the company from liability for tax under the Hotel Room Tax Act or the Motor Fuel Tax Act or for tax or levy under the Social Service Tax Act.

(2) Despite subsection (1) and section 16, the company and all its subsidiaries are liable for payment of tax under the Property Transfer Tax Act.

(3) Despite the exemption from tax referred to in subsection (1) and section 16, with the approval of the Lieutenant Governor in Council, the company may make, in relation to property of the company or a subsidiary that is within an applicable area, annual grants to

(a) municipalities and other local governments with respect to their jurisdiction, and

(b) the Surveyor of Taxes with respect to a rural area.

Section 7 – Head office and meetings

7 The company may, by bylaw passed at an annual general meeting

(a) determine that meetings of the directors or the shareholders may be held at any place in British Columbia, or

(b) change the head office to any place in British Columbia.

Section 8 – Lines of railway

8 The company may continue the construction and operation of its line of railway in British Columbia, and other lines in British Columbia that are authorized by the Lieutenant Governor in Council.

Section 9 – Telegraph lines

9 The company may construct, maintain and operate a system of telegraph lines in British Columbia and transact a commercial business on them.

Section 10 – Telephone lines

10 The company may construct, maintain and operate a system of telephone lines along any of its lines of railway, and transact a commercial business on them.

Section 11 – Express business

11 The company may engage in and carry on express business in British Columbia.

Section 12 – Steamships

12 The company may own, lease, operate, manage and control steamships, steam ferries and other boats and vessels, and operate and use them in connection with its business.

Section 13 – Wharves, docks, etc.

13 The company may purchase, build, erect, equip, maintain, use and operate wharves, docks, slips, warehouses, elevators and storehouses and carry on a general wharfinger, elevator, warehouse and storehouse business in connection with them.

Section 14 – Coal mines

14 The company may acquire and operate coal mines in British Columbia, and acquire all necessary and convenient land in connection with them.

Section 15 – Purchase of stock in other companies

15 The company may acquire and dispose of stock, shares, debentures, bonds and securities of other railway companies, and of hydraulic, electric, irrigation and other companies.

Section 16 – Tax exemption

16 The exemption from taxation conferred by section 2 of the Pacific Great Eastern Railway Taxation Exemption Act, S.B.C. 1926-27, c. 52, as enacted by the Pacific Great Eastern Railway Taxation Exemption Act Amendment Act, 1929, S.B.C. 1929, c. 49, and further modified by section 6 of this Act, extends to every subsidiary, but this section does not exempt any subsidiary from liability for income tax.

Section 17 – Promotion of companies

17 The company may promote any other company or association of persons for any purposes which may seem, directly or indirectly, calculated to benefit the company, and for that purpose the company may

(a) obtain an Act of Parliament or of the Legislature which may seem expedient, and

(b) oppose proceedings which may seem calculated, directly or indirectly, to prejudice the company's interests.

Section 18 – Purchase of railway lines

18 The company has the power to purchase lines of constructed railway, all their branch lines, and the rights and privileges belonging to them, all in British Columbia.

Section 19 – Running arrangements

19 The company may acquire by purchase or lease or make running arrangements with any railway lines in British Columbia.

Section 20 – Lease or sale of lines

20 With the prior approval of the Lieutenant Governor in Council, the company may lease or sell the lines and property of the company to any other company.

Section 21 – Guarantee

21 (1) With the prior approval of the Lieutenant Governor in Council, the company may guarantee in whole or in part the payment of the principal, interest or performance of the obligations of bonds, debentures or other securities, debts or obligations of any person, if the terms of the guarantee agreement have been approved by resolution of the shareholders of the company, passed by not less than 2/3 in value of those present or represented by proxy at a special meeting called for the purpose.

(2) The form and manner of guarantee must be approved by the board of directors, and the guarantee must be signed by the officers designated by the board.

(3) On signature and delivery, the company is, to the extent of the guarantee, liable to the holders for the time being of the securities, debts or obligations guaranteed.

Section 22 – Bonuses

22 (1) The company may receive, from a government or from a person bonuses, land, loans, gifts, money or securities for money to assist in the construction, equipment and maintenance of the railway.

(2) The company may use, work or dispose of the bonuses, land, loans, gifts, money or securities for money except as prevented by the terms of a bonus, gift or grant.

Section 23 – Capital stock

23 The capital stock of the company is $1 billion divided into 10 million shares of $100 each.

Section 24 – Preferred stock

24 (1) The directors of the company, by bylaw, may

(a) provide that any portion of the capital stock, not exceeding $600 million, be issued as preferred stock,

(b) determine the nature and character of the preference to be given to the preferred stock, and

(c) determine the rate of interest and those things necessary to enable the company to issue the portion of its capital stock as preferred stock.

(2) The directors, by bylaw, may authorize the company to redeem its redeemable preferred stock despite any deficit in its shareholders' equity account.

Section 25 – Application of stock money

25 The money raised by the company by borrowings or on its capital stock must be applied to the making, equipping and maintaining of the railway and other purposes of this Act.

Section 26 – Shareholders annual meeting

26 (1) Annual meetings of shareholders must be held at the time and place prescribed by the bylaws of the company.

(2) If no time and place is specified, or if the time for holding a meeting in any year passes without a meeting, the directors may set the time and place.

Section 27 – Special general meetings

27 Special general meetings of the shareholders of the company may be held

(a) in British Columbia at the place and time, in the manner and for the purposes provided for by the bylaws of the company, and

(b) without notice if all the shareholders are present in person or by proxy.

Section 28 – One share, one vote

28 In the transaction of all business at general shareholders' meetings, each shareholder has one vote, in person or by proxy, for each share of which the person is the registered holder.

Section 29 – Government ownership of share capital

29 (1) The government may continue to hold all the issued shares in the share capital of the company, however acquired.

(2) The shares may be registered in the name of the minister who administers this Act.

(3) The Lieutenant Governor in Council may exercise all the powers and perform all the functions of shareholders in the company.

Section 30 – Board of directors

30 (1) A board of directors for the management of the company's business, consisting of not more than 9 members, may be appointed by the Lieutenant Governor in Council, to hold office during pleasure.

(2) The directors must exercise the powers and perform the functions directed by the Lieutenant Governor in Council.

Section 31 – Conflicting provisions

31 If any provision of section 29 or 30 conflicts with this or another Act, the provision prevails.

Section 32 – Directors' proxies

32 (1) A director may appoint another director to be his or her proxy to vote at a meeting of the board.

(2) In determining a quorum of directors, each director represented by proxy is deemed to be personally present.

Section 33 – Bylaws of directors

33 (1) The board of directors may make the bylaws and rules they believe proper for any or all of the following:

(a) the management of the property of the company;

(b) the transfer of shares;

(c) the duties and conduct of the officers and employees;

(d) directors' meetings;

(e) all matters which concern the company.

(2) The board may appoint engineers, agents and employees necessary to effect the objects of the company, and do all acts and things related to the acquisition, location, construction, maintenance and operation of the railway, telegraph and telephone lines, express, steamship, ferry and other affairs which the company is authorized to carry on.

(3) Despite subsections (1) and (2) or any other Act, if the directors establish a fund for the payment of superannuation allowances to its employees or allowances on the disability or death of employees, the following matters must not be the subject of a collective agreement between the company and its employees:

(a) the establishment and maintenance of the fund;

(b) payment of superannuation allowances or allowances on the disability or death of employees;

(c) contributions to the fund by the company and its employees;

(d) the terms and conditions on which superannuation allowances or other allowances may be payable;

(e) the persons to whom allowances may be paid.

(4) Subsection (3) applies in respect of any subsidiary.

Section 34 – Expropriation

34 (1) The company may expropriate, acquire, use and enjoy land, and the right of way to it if separated from the railway, and may dispose of that land or parts of it as it believes expedient if it is necessary to acquire the land for any of the following purposes:

(a) terminals;

(b) stations;

(c) gravel pits;

(d) to construct, maintain or use the railway;

(e) to open a street to a station from an existing highway;

(f) any other purpose connected with the railway.

(2) For the purpose of the railway. the company may use and dam the water of any stream or watercourse over or near which the railway passes, not being navigable waters.

(3) If the company uses its powers under subsection (2) it must not do any unnecessary damage and must not impair the usefulness of the stream or watercourse.

(4) The arbitration provisions of the Railway Act apply if property is sought to be taken or if damage is claimed to have been done by the company under this section or section 36.

Section 35 – Land

35 The company has the power to acquire and dispose of land for any purpose of the company and for townsites, parks and pleasure grounds, and to lay out and survey that land.

Section 36 – Deposit of map to operate as reserve

36 On and after the date of deposit of a map, plan or book of reference under the Railway Act describing property that is required for a right of way, terminal, station ground or other railway purpose, and for as long as that property continues to be so required, the property is reserved from location or alienation under the Mineral Tenure Act or the Petroleum and Natural Gas Act.

Section 37 – Authority to enter on and use land

37 (1) At any time during negotiations for land required by the company and in any case where, in the opinion of the minister, a delay in beginning or continuing construction of a part or extension of the railway would not be in the public interest or would cause unnecessary inconvenience or expense to the company, the minister, with the approval of the Lieutenant Governor in Council, by certificate under the minister's seal of office, may authorize the company, on or after a date to be stated in the certificate, to enter on, occupy and use any land to construct, operate and maintain any part or extension of the railway.

(2) A certificate must be published without delay in one issue of the Gazette.

(3) Publication of the certificate under subsection (2) is deemed to be notice to all persons concerned.

(4) Within 60 days after exercising the authority conferred by a certificate or within any further time as the Supreme Court allows, the company must take steps to expropriate or otherwise acquire the land required.

(5) Within 10 days of service of the notice of expropriation or within any further time allowed by the court, the company must give security for the compensation which may be awarded and the costs of arbitration by paying into court double the amount offered by it in the notice of expropriation.

(6) The money paid into court must not be less than the assessed value.

(7) The money may be paid out only by court order.

(8) If any resistance or forcible opposition is made by any person to the exercise by the company of an authorization, the court must, on proof of the certificate, issue a warrant to the sheriff in the county to put down the resistance or opposition and to put the company in possession.

Section 38 – Effect of authority

38 Despite any other Act, if the minister exercises the authority under section 37 and the company complies with that section, the company, its officers, employees or contractors may enter on, occupy and use the land for the purposes required, including, by way of illustration, construction of tunnels through or under the land.

Section 39 – No restriction on rights now enjoyed

39 Sections 37 and 38 do not limit, restrict or abrogate rights and privileges held, exercised or enjoyed by the company under a contract in existence on March 15, 1955, or under any Act.

Section 40 – Promissory notes and bills of exchange

40 (1) The company may become party to promissory notes and bills of exchange for not less than $100, and without the seal of the company on the notes or bills.

(2) This section must not be interpreted as authorizing the company to issue a note or bill payable to bearer, or intended to be circulated as money, or as the note or bill of a bank.

Section 41 – Amalgamation

41 (1) The company may, with the consent of the Lieutenant Governor in Council, amalgamate with another company.

(2) An amalgamation may be by deed, which, however, does not have effect until approved of by 2/3 of the votes of the shareholders of each company at an annual or special general meeting of each company called for the purpose and at which shareholders representing at least 2/3 in value of the capital stock of each company are present or represented by proxy.

(3) The amalgamating companies form one company under the name set out in the deed.

Section 42 – Effect of amalgamation

42 (1) Subject to this Act and the Act of the other amalgamating company and any other legislation governing the matter, on approval of an agreement for amalgamation the companies are amalgamated and form one company under the name and on the terms and conditions provided in the agreement.

(2) The amalgamated company possesses and is vested with all the railways, undertakings and other powers, rights, privileges, franchises, assets, effects and property belonging to, possessed by or vested in the companies or to which they or either of them may be or become entitled, and is liable for all claims, demands, rights, securities, complaints, debts, obligations, works, contracts, agreements or duties to as full an extent as either of the companies was at or before amalgamation.

Section 43 – References in other Acts, etc.

43 (1) If in any Act, regulation, order, contract, certificate, licence or other document made before March 30, 1972 a reference is made to the Pacific Great Eastern Railway Company, or to a director or officer of the company by any designation including the name of the company, the reference is deemed to be to the British Columbia Railway Company or to a director or officer of it.

(2) Nothing in the British Columbia Railway Act, S.B.C. 1972, c. 8, affects the rights and liabilities or any debt, duty, obligation, undertaking, privilege, credit, asset, property, right of action or interest of the company acquired or given under its former name.

Section 44 – Legality of company's proceedings

44 It is unnecessary for a holder of any bond, debenture, debenture stock or other security, purporting to be issued by the company, to inquire into the legality of the incorporation or organization of the company, but the issue of any bond, debenture, debenture stock or other security by or on behalf of the company is conclusive evidence in all courts and otherwise that the company has been properly incorporated and organized, and was at the time of the issue of the bond, debenture, debenture stock or other security properly authorized and empowered to issue it.