IMAGE EVALUATION TEST TARGET (MT-3) V // {/ ,-:^^ .% & & % 1.0 I.I 1.25 141 11^ ■" lllitt " IIIM ■:\ i 1.4 II 2.2 1.6 ^^ (^ /}. /y 'c^l -el VI V /A c Photogrdphii Sciences Corporation \ d V 4l>^ :\ -% V \ 6^ 33 WEST MAIN STREET WEBSTER, N.y. 14580 (716) 872-4503 €-?■ CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions Institut Canadian de microreproductions historiques 1980 Technical and Bibliographic Notes/Notes techniques et bibliographiques The Institute has attempted to obtain the best original copy available for filming. Features of this copy which may be bibliographically unique, which may alter any of the images in the reproduction, or which may significantly change the usual method of filming, are checked below. 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Les cartes, planches, tableaux, etc., peuvent dtre filmds d des taux de reduction diffdrents. Lorsque le document est trop grand pour dtre reproduit en un seul cliche, il est film6 d partir de Tangle sup^rieur gauche, de gauche d droite, et de haut en bas, en prenant le nombre d'images ndcessaire. Les diagrammes suivants illustrent la mdthode. ata lure, : 2X 1 2 3 1 2 3 4 5 6 L^^ decl ill Got Gov 0/ i tion ivkii tof/e< fir i ^ of a Gov^ -..•..ytow; % Draft of a Supplemental Charter for The Hudson's Bay Company. Victoria, by the grace of God of the United Kingdom of Great Britain and Ireland Queen, Defender of the Faith, Empress of India, to all to whom these presents shall come, greeting. Whereasi by a Royal cliarter (jranUd on the 2nd day of May in the two-and-twentieth year of the reign of his late Majes^ty King Charles the Second {i.n this oar charter called " the original charter''), a company was incorporated by the name of The Governor and Company of Adventurers of England, trading into Hudson's Day " witli a common seal, for the purpose of trading within the territories mentioned in the said original charter : And whereas by the said original charter, after declaring that one of the Company shoidd be elected ifi manner thereafter mentioned, to be called the Governor of the Company, and that the said Governor and Company should or might elect seven of their members in such form as thereafter men- tioned, to he called the Committee of the Company, which Committee of seven or any three of them, together with the Governor or the Deputy-Governor for the time being, should have thegeneral management of the affairs oj the Company, it was declared that the Governor and Company and their successors should j//<^''' . ('i'/'''''Vi/^''*^/''>/V'l ^P^l',,^^., ruled, ordered, and /(/oh'J^ii^ii dcAonl'tHg ^o, McJ^i^^iiilinner and for ?n as Kiii,s.ti/eriiajh'(^ e.qireiise,(i., aiid.nol otherwise : .• • • • 2 And tvliereas bi/ the said original eJiarter, after appointing Prince lliipert to he the first Governor of the Company J and seven persons to he the seven first Committees of the Company ^ it was provided that it should and might he laivful to or for the said Governor and Company for the time being or the greater part of them at any public assembly, commonly called the Court General, to be holden for the said Company, the Governor of the said Company being always one from time to time, to elect, 7wniinate, and appoint one of the said Company to be Deimly to the said Governor, which Deputy should take a corporal oath before the Governor and three or more of the Committee of the said. Company for the time being, well and tridy and faith fully to execute his said ojfice of Deputy to the Governor of the said Company, and after his oath so ta/ien should and might from time to time, in the absence of the said Governor, exercise and execute the office of Governor of the said ComjHiny in such sort as tlie said Governor ought to do : And ivhereas the said original charter similarly provided for the election, in each and every year between the first and last day of November of one fn7rittje of the ' I' I) • 4 • • • .' » • Compam/ for one whole year then next ensuimj, and required the Governor or the Deputy-Governor of the Compa7iji for the time being to he j^i'esent at each such election, and required the 7?^y'.>?oy«5 so elected to be a. Committee of the Com])a\\y, before being admitted to execute their office to take a corporal oath that they and every of them shoidd well and faithfully perform their office of Committee. And whereas the said original charter similarly provided for the election of a Governor or Deputy- Governor of the Company in the event of the Governor or Deputy-Governor for the time being, at any time tvithin one year after being elected and sworn to the office of Governor or Deputy-G over nor, dying or being removed from his office (which Governor or Deputy-Governor not demeaning him- self well in his office was to be removeahle at the pleasure of the rest of the Company or the greater part of them, present at a general court), and provided that the Governor or Deputy-Governor so elected should liold, office for the residue of the said year, and before being admitted to execute his office should fake a corporal oath, as aforesaid. And whereas the said original charter similarly provided in the event of any person or j}ersons of the Committee of the Company for the time being within one year after being elected and sworn to suck office dying or being removed from his or their office (which committee not demeaning themselves well ill their said offi'ce were to be removeable at the phutsure of the Governor and Company or the greater part of them, whereof the Governor for the time being, or his Deputy should be one), for the election of one or more of the Company to be of the Committee in tlie place of him or them dying or being removed, as aforesaid, and the said original charter provided that the person or persons so elected should liold (ffice for the residue of the said yea)% and he/ore heing admitted to execute the office of Committee should take a corporal oath as afore- said, and the Governor or the Deputy -Governor for the time heing tvas required to be present at each such election. And whereas by the said original charter the Governor and Company tvere empowered to assemble themselves and hold court for the Company and the affairs thereof and it was thereby declared that it should be lawful for them and the greater part of them present at such assembly, whereof the Goi'ernor or his Deputy for the time being shoidd be one, to make, ordain, and constitute such and so many laws, constitutions, orders, and ordituuices as to them or the greater part of them being there present should seem necessary and convenient for the good goi'ernment of the Company, and at their pleasure to revoke and alter the same or (my of them as the occasion should require : And tvhereas by the said, original charter the Governor or Deputy-Governor for the time being tvas required to be 2)resent at the admission into the Company of servants, factors, and other j^ersons : And whereas by tlie said original charter it was declared that it should be lawful in all elections and bye daws to be made by the general court of the Adventurers of the said Company, that every person should have a number of votes according to his stock, that was to say, for every hundred pounds by him subscribed or }>rought into the present stock one vote, and that any of those who had subscribed less than £100 might join their respective sums to make up £100 and have one vote jointly for the same, and not otherwise : And ivhereas by a deed under the seal of the Company, dated the Wth November, 1869, certain rights of government and other rights and I to 'he \he privileges yranted hi/ the said original charter, hat not affecting the suhject matter of their own charter^ ivere duly surrendered to Her Majesty, and such surrender was duly accepted hy Her Majesty hy an instrument under her sign manual : And ivhereas for many years the capital of the Company lias comprised no stock, hut lias heen and is now divided into shares of equcd ralue, and it is desirahle that the quali/ications for rotes should he changed from the holding of stock in the Company to the holding of shares therein: And ivhereas many of the prorisioiis contained in tJie original charter have heen found tery inconvenient in practice, and are not in accordance with the usual provisions regulating the a fairs of modern companies, and in particular the folloiving provisions have heen found very inconvenient, that is to say. the 2>rovisions requiring the Governor, Deputy- Go re rnor, and Committee to he elected every year, and fixing the date of the election hetween the first and last day of Novemher ; the provisions requiring the presence of the Governor or Deputy-Governor at the general courts for the elections of Governors or Memhers oj the Committee, and at the general courts assembled jor the purjmse of making hye-laivs, and on other occasions specified in the said original charter; the provisions requiring a corporal oath to he taken hy the Governor^ Deputy -Governor^ and Committee, and hy certain other persons on certain occasions. And whereas, in addition to the ahove provisions complained of the ahsence of any ipower in tlie said original charter enahling the Governor, Deputy- Governor^ or any memher of the Committee, to resign office, or enahling votes to he taken hy proocy, and the absence of several other powers usually given to trading companies for the better regulation oj their internal affairs, has been found in practice to be very hicourenient and detrimental to the interests of the Company. And whereas the Company is desirous tit at the proinsions in the ori( final charter above complained of should be cancelled oi' modijied, and has applied to as for a supplemental charter embodying more suitable provisions. Now know ye that We l)y these presents do will and ordain that the several provisions contained in the said original charter relating to the election to the office of Governor, Deputy-Governor, or Committee, and to the filling up of any vacancy in any such office, and requiring corporal oaths to be taken, and the other provisions contained in the said original charter, shall, so far as they are inconsistent Avith the jn'ovisions contained in this our charter, on and after tlie dav of the date of this our charter, cease to be in force and be annulled. And We do hereby further will and ordain that, notwithstanding anvthing contained in the orimnal charter, the presence of the Governor or Deputy- Governor at any general court or at any meeting of the Governor, Deputy-Governor, and Committee (who are hereinafter collectively referred to as the Board) shall not be essential for the proper holding of such court or Board meeting, and that nothing done at any general court or meeting of the Board shall be (juestioned or disputed on the ground of the absence of the Governor or Deputy- Governor from such general court or meeting of the Board, and that in case neither the Governor nor Deputy-Governor happen to be present at any such general court or meeting of the Board, at the appointed time for holding such general court or meeting of the Board, the members of the Committee present or the major part of them shall nominate and appoint one of ^g themselves Chairman or President of such court or Board, and that the general powers of management and other powers given by the said original charter to any three members of the Committee, together with the Governor or Deputy- Governor, shall be exerciseable by any four members of the Board, whether the Governor or Deputy-Governor shall form one of such four or not. And We do herebv furtlier will and ordain that, notwithstanding anything contained in the original charter, a general ccnirt for the Com})any shall be held every year at such place and on such day in November or December as may l)e appointed by the Board. And We do hereby further will and ordain that every question sul)mitted to a general court shall be decided bv a show of hands, unless l^efore or upon the declaration of the result of the show of hands, a poll is demanded l)y at least five members present at such general court, and holding in the aggregate not less than 100 shares, and unless a poll is so demanded a declaration by the Chairman that the motion has ])een carried or lost, or carried or lost Ijy a particular majority, shall be deemed conclusive evidence of the fact without proof of the numl)er or the pro[)ortion of the votes recorded in fa\'Our of or against the motion, and that if a poll is demanded as aforesaid, it shall be talvcn in such manner and at such time and i)lace, and either at once or after an interval or adjournment as the Chairman of the general court directs, and the result of such poll shall he deemed to l)e the resolution of the general court at wliich the poll was demanded. In case of an equality of votes, the Chairman shall, wliether on a show of hands or at the poll, have a casting vote in addition to the vote or votes to which he may l.)e entitled as a member. In computing the majority when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by this our charter. And We do hereby further will and ordain that, notwithstanding anything contained in the original charter, every member of the Company shall have one vote for every five shares in the Company held by him, and that any of those members who hold less than five shares may join their respective shares, so as to make up five or more shares, and have one vote jointly for the same ; provided nevertheless that no member shall be entitled to vote, or to join with any other member or members in making up a joint vote at any general court in respect of any shares or share, unless he shall have been the holder of such shares or share for at least six months prior to such general court. And We do hereby further will and ordain that votes may be given at every general court either personally or by proxy, but such proxy nmst be a proprietor in the Company, and himself entitled to vote, and the appointment of every such proxy must be in Avriting and must be in the form following or to tlie like effect, that is to say : I (or we) appoint my (our) proxy to vote and act for me (us) and in my (our) name (names) on all questions at the general court of the Hudson's Bay Company to be held on the day of and every adjournment thereof whereat I (we) shall not be present in person. Dated this of And We do hereby further will and ordain that the Chairman may, with the consent of the meet- ing, adjourn any general court from time to time and place to place, but that no business shall be transacted at any adjourned general court other than the business left unfinished at the general court from which the adjournment took place. 1) And We do hereby further will and ordain that, notwithstanding anything contained in the original cliarter, the Governor, Deputy-Governor and Committee-men shall no longer hold their respective offices for one year only, but subject to retirement by rotation as hereinafter provided, that is to say, at the general court to be held in the year 1884, and at every succeeding general court, three members of the Board shall retire from office, and that, until all the present Board shall in turn have retired, the members of the Board to retire shall from time to time be determined by ballot or otherwise amongst the members of the present Board, or such of them as for the time being shall not have retired, but afterwards the members of the Board to retire shall be those who shall have been longest in office since their last election, and as between meml^ers of the Board of equal senioritv the member or members to retire shall be determined by lot ; provided always that the Governor and Deputy- Governor shall not both retire at the same time, and that in the ballot for deter- mining who shall retire in the year 1884, the Governor and Deputy-Governor shall not both be included, l)ut only one of them, such one to be determined by lot ; and in the event of neither the Governor nor the Deputy-Governor being selected by ballot to retire in the year 1884, one of them to be determined by lot shall retire in the year 1885. And provided also that a retiring meml)er of the Board shall be eligible for re-election, and that, if the retiring member be the Governor or Deputy- Governor of the Company, he shall be eligible for re-election, or any other member of the Board shall be eligible for election as Governor or Dei)uty-Governor respectively ; and in the event of any member of the Board being elected to the office of Governor or Deputy-Governor in the place of 10 the retiring Governor or Deputy-Governor, such meml)er shall be deemed to have retired from his former office. And We do hereby further will and ordain that, notwithstanding anything contained in the original charter, the Company at any general court at which any members of the Board retire in manner aforesaid shall, if it be the turn for the Governor or Deputy- Governor to retire first fill up that office and then shall fill up the other vacated offices including any office rendered vacant by the election of any member of the Board to the office of Governor or Deputy-Governor aforesaid by electing a like number of persons to be members of the Board ; and that every election or re-election to the office of Governor, Deputy-Governor, or Committee shall be conducted in the manner and according to the forms from time to time to be })rcscribcd by the byelaws of the Company, and that such notice of the names of every candidate for election or re- election to any such office shall be given as may be required by the byelaws for the time being in force. And We do hereby further will and ordain that notwithstanding anything contained in the original charter, any meml)er of the Board may at any lime give notice to the Board in writing of his wish to resign, and on tlie accei)tance of his resignation by the Board, but not before, his office shall be vacant. Nothing in this our cJiarter contained shall afiect the power given by the original charter to the Com})any to remove any Governor, Deputy- Governor, or meml)er of the Ccmimittee who should not demean himself well in his respective office. And We do hereby further will and ordain that, notwithstanding anything in the original charter contained, any casual vacajicy occurring among the members of tlie Board through death, resignation, -'cmifz' 11 removal or other cause, except the exph'ation of the period of office, may be filled up by tlie Board or the remaining- members of the Board whatever the number may be ; and if the casual vacancy occur in the office of (rovernor or Deputy- Governor, such vacancy may be filled by eU^c ting- any one of the remaining membeis of the Board ; and if so filled up, a casual vacancy shall l)e deemed to have occurred in the office of the member of the Board so elected to the office of Governor or Deputy-Governor ; provided always that any person so chosen to fill up any casual vacancy shall retain his office until the next general court held for the election of members of the Board, and at such general court the Company shall either confirm such person in his office or shall elect some other person to hold such office in his place, and provided always that the person so chosen and confirmed as aforesaid or the person elected hj the Company in his stead (as the case may be) shall i-etain his office so long only as the vacating member of the Board would have retained the same if no vacjmcv had occurred, and provided always that, notwithstanding any vacancy in the Board, the continuing mend:)ers of the Board may act so long as there remains not less than four members of the Board. And We do hereby furtlierAvill and ordain that, notwithstanding anything contained in the original charter, the corporal oath thcrc1)y re(iuired to l>e taken on the occasions and by the persons therein nnnitioned shall no longer l)e recpiired to be taken by any person on any occasion whatsoever.