16-17 ELIZABETH II

CHAP. 48
An Act respecting The Bell Telephone Company of Canada
[Assented to 7th March, 1968]
WHEREAS The Bell Telephone Company of Canada has by its petition prayed that its Act of incorporation and the Acts in amendment thereof be amended as hereinafter provided, and it is expedient to grant the prayer of the petition: Therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:	Preamble 1880, c. 67; 1882, c. 95; 1884; c. 88; 1892, c. 67; 1894, c. 108; 1902, c. 41; 1906; c. 61; 1920, c. 100; 1929, c. 93; 1948, c. 81; 1957-58, c .39; 1964-65, c. 69
1. (1) The Company may, from time to time as it sees fit, use, and it may be legally designated by any one of the following names, "The Bell Telephone Company of Canada", "La Compagnie de Telephone Bell du Canada", or "Bell Canada".	Abbreviated Name
(2) The Company may sue or be sued in any of such names and any transaction, contract or obligation hereafter entered into or incurred by the Company in any of such names shall be valid and binding on the Company.
(3) Nothing contained in subsection (1) shall in any way impair, alter or affect the rights or liabilities of the Company, except as therein expressly provided, nor in any way affect any suit or proceeding now pending or judgment existing, either by or in favour of or against the Company, which, notwithstanding the provisions of subsection (1) may be prosecuted, continued, completed and enforced as if this Act had not been passed.
2.Section 1 of chapter 39 of the statutes of 1957-58 is repealed and the following substituted therefor:
"1. The capital stock of the Company may be increased from time to time by such amounts as the shareholders may deem necessary for the purposes, objects and undertaking of the Company, such increases to be effected by resolution of the Directors duly confirmed by a majority of the votes cast at any annual or special general meeting of the shareholders called for considering the resolution:	Power to increase capital
Provided that the total capital stock of the Company, including the present authorized capital stock, shall not exceed one thousand seven hundred and fifty million dollars and shall be divided into common shares of the par value of twenty-five dollars each, and into preferred shares."	Proviso
3.(1) The Directors of the Company may by by-law create and issue part of the capital stock as preferred shares and may by such by-law provide for the creation of classes of preferred shares with such preferences, privileges or other special rights, restrictions, conditions or limitations, whether with regard to dividends, capital or otherwise as in the by-law may be declared;	Preferred shares
Provided that no such by-law shall be valid or acted upon until it has been sanctioned by at least two-thirds of the votes cast at a special general meeting of the common shareholders of the Company duly called for considering the same.	Validation of by-law
(2) The Directors may by resolution prescribe within the limits set forth in any by-law passed under subsection (1) the terms of issue and the precise preferences, privileges, rights, restrictions, conditions or limitations whether with regard to dividends, capital or otherwise, of any class of preferred shares.
(3) Notwithstanding the provisions of section in 17 of chapter 67 of the statutes of 1880, the voting rights of the holders of any class of preferred shares, as such, including the right to receive notice of and to attend meetings of shareholders, shall be determined by by-law passed under subsection (1); but, the holders of a class of preferred shares shall in any event be entitled to receive notice of, to attend and to vote on the basis of one vote per share at general or special meetings at which any question, directly affecting the rights and privileges attached to such class of preferred shares, shall be discussed and submitted to the meetings and no change adversely affecting the rights and privileges of any class of preferred shares shall be valid unless sanctioned by at least two-thirds of the votes cast at a special general meeting of the holders of such class of issued and outstanding preferred shares duly called for considering the same.	Preferred shares voting when their rights affected
(4) Section 162 of the Canada Corporations Act does not apply to the Company.	1964-65, c. 52
4.Section 10 of chapter 67 of the statutes of 1880 is repealed and the following substituted therefor:
"10. The Directors of the Company may, from time to time, open or cause to be opened stock books or registers for the subscription for shares by parties desiring to become shareholders or to increase their share holdings in the capital stock of the Company, in such places as they shall think fit, and all parties so subscribing shall pay the subscription price, either as a whole, or in instalments in such amounts, at such time or times, at such place or places, and in such manner as the Directors shall determine. When the subscription price for any such shares is not required to be paid in full at the time of subscription or allotment, or is not to be paid in full in specified instalments, the Directors may from time to time call in and demand from the subscribers thereof respectively all sums of money by them subscribed, at such times, in such amounts, at such places and in such manner as they shall from time to time determine."	Stock books may be opened and stock sold for cash or subject to call
5.Section 1 of chapter 100 of the statutes of 1920 is repealed and the following substituted therefor:
"1. (1) Notwithstanding the provisions of chapter 67 of the statutes of 1880, incorporating the Company, and of the Acts in amendment thereof, the Directors of the Company, when authorized by by-law for that purpose passed and approved by not less than two-thirds of the votes cast at a special general meeting of the shareholders duly called for the purpose of considering the same, may issue bonds, debentures or debenture stock from time to time for such amounts as may be approved by the shareholders, and secure the same by one or more deeds of trust creating such mortgages, charges or encumbrances upon the whole or any part of the property of the Company, present and future, as may be described therein.	Bond issue authoriza- tion
(2) Nothing herein contained shall authorize the issue of any such bonds, debentures or debenture stock ranking in priority to any of the bonds of the Company heretofore issued."
6.Section 5 of chapter 81 of the statutes of 1948 is hereby repealed and the following substituted therefor:
"5. (1) It is hereby declared that subject to the provisions of the Radio Act and of the Broadcasting Act and of any other statutes of Canada relating to telecommunications or broadcasting, and to regulations or orders made thereunder, the Company has the power to transmit, emit or receive and to provide services and facilities for the transmission, emission or reception of signs, signals, writing, images or sounds or intelligence of any nature by wire, radio, visual or other electromagnetic systems and in connection therewith to build, establish, maintain and operate, in Canada or elsewhere, alone or in conjunction with others, either on its own behalf or as agents for others, all services and facilities expedient or useful for such purposes, using and adapting any improvement or invention or any other means of communicating.	Power to operate communica- tion system R.S., c. 233; 1952-53, c. 48; 1953-54, c. 31; 1955, c.57
(2) Notwithstanding subsection (1), the Company and its subsidiaries do not, however, directly or indirectly or by any other means, have the power to apply for or to be the holder of a broadcasting licence as defined in the Broadcasting Act or of a licence to operate a commercial Community Antenna Television Service.	Company not to apply for or be holder of broadcasting licence
(3) The Company shall, in the exercise of its power under subsection (1), act solely as a common carrier, and shall neither control the contents nor influence the meaning or purpose of the message emitted, transmitted or received as aforesaid.	Company to act solely as carrier
(4) For the protection of the subscribers of the Company and of the public, any equipment, apparatus, line, circuit or device not provided by the company shall only be attached to, connected or interconnected with, or used in connection with the facilities of the Company in conformity with such reasonable requirements as may be prescribed by the Company.	Attachments
(5) The Canadian Transport Commission may determine, as questions of fact, whether or not any requirements prescribed by the Company under subsection (4) are reasonable and may disallow any such requirements as it considers unreasonable or contrary to the public interest and may require the company to substitute requirements satisfactory to the Canadian Transport Commission in lieu thereof or prescribe other requirements in lieu of any requirements so disallowed.	Transport Commission to determine if require- ments reasonable
(6) Any person who is affected by any requirements prescribed by the Company under subsection (4) of this section may apply to the Canadian Transport Commission to determine the reasonableness of such requirement having regard to the public interest and the effect such attachment, connection or interconnection is likely to have on the cost and value of the service to the subscribers.	Application to Commission to determine reason- ableness of requirement
The decision of the Commission is subject to review and appeal pursuant to the Railway Act."	Review
7.For the purpose of carrying out its corporate powers the Company is empowered to purchase or otherwise acquire, and to hold shares, bonds, debentures or other securities in any other company engaged in research and development work in areas of inquiry that relate to the objects of this Company and to sell or otherwise deal with the same, provided that such other company, not being a subsidiary of the Company on the date on which this Act comes into force, does not manufacture products for sale to the Company or to other customers.	Power to invest
8.The Board of Directors of the Company, may, if authorized by by-law duly passed by the Directors and confirmed by at least two-thirds of the votes cast at any annual or special general meeting of the shareholders called for considering the by-law, elect from its number an executive committee of not less than five, which executive committee may exercise such powers of the Board as are delegated to it by by-law, subject to any restrictions contained in any such by-law and to any regulations imposed from time to time by the Directors. Three members of the executive committee shall constitute a quorum.	Executive Committee of Directors
9.Every Director of the Company, and his heirs, executors and administrators, and estate and effects, respectively, may, with the consent of the Company, given at any meeting of the shareholders thereof, from time to time and at all times, be indemnified and saved harmless out of the funds of the Company, from and against:	Director indemnified in suits respecting execution of his office
(a) all costs, charges and expenses whatsoever that such Director sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office; and
(b) all other costs, charges and expenses that he sustains or incurs, in or about or in relation to the affairs thereof: except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
10. Section 3 of chapter 67 of the statutes of 1880 as amended by section 2 of chapter 95 of the statutes of 1882 is hereby repealed and the following substituted therefor:
"3. The said Company may construct, erect and maintain its line or lines of telecommunication along the sides of and across or under any public highways, streets, bridges, water courses or other such places, or across or under any navigable waters, either wholly in Canada or dividing Canada from any other country, provided the said Company shall not interfere with the public right of travelling on or using such highways, streets, bridges, water courses or navigable waters; and	Construction and maintenance of line
provided that in cities, towns and incorporated villages the Company shall not erect any pole higher than 40 feet above the surface of the street, nor affix and maintain any telecommunication wire below any minimum height that may be approved by the Board of Transport Commissioners for Canada or that may be established by any regulation or general order of said Board, nor carry more than one line of poles along any street without the consent of the municipal council having jurisdiction over the streets of the said city, town or village, and that in any city, town or incorporated village, the poles shall be as nearly as possible straight and perpendicular, and shall, in cities, be painted if so required by any by-law of the council; and provided further that where lines of telegraph are already constructed, no poles shall be erected by the Company in any city, town or incorporated village along the same side of the street where such poles are already erected unless with the consent of the council having jurisdiction over the streets of such city, town or incorporated village;	Proviso: height of poles, etc.
provided also, that in so doing the said Company shall not cut down or mutilate any tree, and provided that in cities, towns and incorporated villages, the location of the line or lines and the opening up of the street for the erection of poles or for carrying the wires under ground shall be done under the direction and supervision of the engineer or such other officer as the council may appoint, and in such manner as the council may direct, and that the surface of the street shall, in all cases, be restored to its former condition by and at the expense of the Company: Provided also, that no Act of Parliament requiring the Company (in case efficient means are devised for carrying telecommunication wires under ground) to adopt such means, and abrogating the right given by this section, to continue carrying lines on poles through cities, town or incorporated villages, shall be deemed an infringement of the privileges granted by this Act; and provided further that whenever in case of fire it becomes necessary for its extinction or the preservation of property that the telecommunication wires should be cut, the cutting under such circumstances of any of the wires of the Company under the direction of the chief engineer or other office in charge of the fire brigade, shall not entitle the Company to demand or claim compensation for any damages that might be so incurred; and section 378 (except subsection (1)) of the Railway Act shall apply to the Company insofar as line or lines of telecommunication are concerned.	Proviso as to trees
11. Notwithstanding the provisions of section 193 of the Canada Corporations Act, the Company may make loans to any employee or retired employee to assist him during a period of adversity or illness regardless of the fact that any such employee or retired employee is a shareholder of the Company, and section 190 of the Canada Corporations Act shall not apply to any such loans.	Loans to employee- shareholders 1964-65, c. 52
12. The Directors of the Company are authorized to provide housing assistance to employees in the course of their employment and to establish plans in connection therewith.	Housing plans
13. Notwithstanding the provisions of section 17 of chapter 67 of the statutes of 1880 and of section 181 of the Canada Corporations Act, the Directors may fix in advance a date preceding by not more than fifteen days the date of the holding of any meeting of shareholders as a record date for the determination of the shareholders entitled to attend and vote at such meeting, but any such record date shall be referred to in the notice calling such meeting of shareholders.	Record date for meetings 1964-65, c. 52
14. Chapter 88 of the statutes of 1884; chapter 67 of the statutes of 1892; chapter 108 of the statutes of 1894; sections 1, 3 and 4 of chapter 41 of the statutes of 1902 and chapter 61 of the statutes of 1906 are hereby repealed, but such repeal shall not affect increases in the Company's authorized capital stock effected under any such enactments.	Repeal
ROGER DUHAMEL Queen's Printer OTTAWA, 1968

Editor's Note: This HTML version attempts to accurately preserve the text and follow the style of the original document. Margin notes are always on the right side rather than alternating at page boundaries to always avoid the gutter. This Act has been posted because it prescribed liberalized rules for attachments. These Canadian rules are mentioned in the FCC Carterfone decision.

It is usually cited as: "An Act respecting the Bell Telephone Company of Canada" (Chapter 48), In Acts of Parliament, 27th Parliament, Second Session 1968, p 43

Roger D Moore December 2005