■^ IMAGE EVALUATION TEST TARGET (MT-3) k // // /. (A 1.0 I.I ^la iiM >^ 1^ 112.2 I: la 12.0 1.8 125 1.4 1.6 .— — — ^ 6" ► "-^/^ '/ Hiotographic Sciences Corporation m ,\ <^ :\ \ iV ^ *> * 23 WFST MAIN STMET WEBSTER, N.Y. U5S0 (716) 872-4503 6^ J ■^ 4. <° m^.. § CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques m Tachnical and Bibliographic Notas/Notas tachniquaa at bibliographiquaa TIta inatituta haa attamptad to obtain tha baat original copy availabia for filming. Faaturaa of thia copy which may ba bibliographically uniqua, which may altar any of tha imagaa in tha raproduction, or which may aignificantly changa tha uaual mathod of filming, ara chackad balow. GZ] D D D Colourad covara/ Couvartura da coulaur I I Covara damagad/ Couvartura andommagte Covara raatorad and/or laminatad/ Couvartura raataurAa at/ou pailiculAa Covar titia mSaaing/ La titra da couvartura manqua Colourad maps/ Cartaa giographiquaa an coulaur Colourad ink (i.a. othar than blua or black)/ Encra da coulaur {1.9. autra qua blaua ou noira) I I Colourad plataa and/or [lluatrationa/ D Planchaa at/ou illuatrationa an coulaur Bound with othar matarial/ Ralii avac d'autraa documanta Tight binding may cauaa ahadowa or diatortion along intarior margin/ La raliura aarrAe paut cauaar da I'ombra ou da la diatortion la long da la marga intiriaura Blank laavaa addad during raatoration may appaar within tha taxt. Whanavar poaaibia, thaaa hava baan omittad from filming/ II aa paut qua cartainaa pagaa blanchaa aJoutAat lora d'una raatauration apparaiaaant dana la taxta, maia. loraqua cala 4tait poaaibla. caa pagaa n'ont paa «t« filmtea. Additional commanta:/ Commantairaa supplAmantairaa; L'Inatitut a microfilm^ la maillaur axamplaira qu'il lui a 6t6 poaaibla da aa procurar. Laa dMaila da cat axamplaira qui aont paut-Atra uniquaa du point da vua bibliographiqua, qui pauvant modifiar una imaga raproduita, ou qui pauvant axigar una modification dana la mAthoda normala da filmaga aont indiqute ci-daaaoua. Th to D D D D D D D D D Colourad pagaa/ Pagaa da coulaur Pagaa damagad/ Pagaa andommagtea Pagaa raatorad and/c >r laminatad/ Pagaa raataur^aa at/ou paliiculAaa Pagaa diacolourad, atainad or foxad/ Pagaa dAcolortea, tachattea ou piquAaa Pagaa datachad/ Pagaa dAtachtea Showthrough/ Tranaparanca Quality of print variaa/ Quality InAgala da I'impraaaion Includas aupplamantary matarial/ Comprand du material aupplAmantaira Only adition availabia/ Saula Mition diaponibia Pagaa wholly or partially obacurad by arrata aiipa. tiaauaa, ate, hava baan rafilmad to anaura tha baat poaaibla imaga/ Laa pagaa totalamant ou partiallamant obacurciaa par un fauillat d'arrata, una palura, ate, ont M fiimAaa it nouvaau da fapon A obtanir la maillaura imaga poaaibla. Th po of fill Or ba thi tie oti fin sic or Th sh< Tir wh Ma dif am bai rigl raq ma Thia Itam la filmad at tha raduction ratio chackad balow/ Ca documant aat filmi su taux da rAduction indiquA ci-daaaoua. 10X 14X 18X 22X / 12X 16X 20X 26X 30X 24X 28X 32X Th« copy filmtd h«r« hat b««n raproducad thanks to tha ganarosity of: Library Division Provincial Archives of British Columbia Tha imagat appaaring hara ara tha bast quality poasibia contidaring tha condition and lagibility of tha original copy and in kaaping with tha filming contract spacifications. Original copias in printad papar covars ara filmad baginning with tha front covar and anding on tha last paga with a printad or illustratad impras- sion. or tha back covar whan appropriata. All othar original copias ara filmad baginning on tha first paga with a printad or illustratad impras- sion, and anding on tha last paga with a printad or illustratad imprassion. Tha last recorded frame on each microfiche shall contain tha symbol — ^> (meaning "CON- TINUED"), or the symbol V (meaning "END"), whichever applies. Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate tha method: L'exemplaira IttmA fut raproduit grAce k la gAnArositi da: Library Division Provincial Archives of British Columbia Las images suivantas ont 6tA raproduites avac la plus grand soin. compta tenu de la condition at da la nattat* da l'exemplaira film*, at mn conformity avac las conditions du contrat da filmaga. Les examplairas originaux dont la couvarture en papier est imprim«e sont filmAs en commen^ant par la premier plat et en terminant soit par la darnlAre paga qui comporte une emprainte d'imprassion ou d'illustration. soit par la second plat, salon la cas. Tous las autras exemplairas originaux sont film«s en commen^ant par la premiere page qui comporte une emprainte d'imprassion ou d'illustration et en terminant par la derniAre paga qui comporte une telle empreinte. Un des symboles suivants apparaitra sur la darniire image de cheque microfiche, selon le cas: la symbole — »• signifie "A SUIVRE ". le symbols V signifie "FIN". Les cartes, planches, tableaux, etc.. peuvent Atre filmAs A des taux de reduction diffArents. Lorsque le document est trop grand pour Atre reproduit en un seul clichA. il est film* A partir de Tangle supArieur gauche, de gauche A droite, et de haut en bas, en prenant la nombre d'images nAcessaire. Les diagrammas suivants illustrent la mAthoda. 1 2 3 1 2 3 4 5 6 NVJp ^ Cdllectio/v \ \ MEMORANDUn AND flptieles of flssoeiation OF THE CANADIAN PACIFIC Navigation Cohpany, .) INCORPORATED UNDER THE COMPANIES' ORDINANCE, 1869. » ♦ * EuoKNE P. Miller, PBINTKB AND BOOKBINDEB, VTCTOBIA, B. 0. 97/ -9 OF THE oooo Ist. The name of the Company is the " Canadian Pacific Navigation Company, Limited." 2nd. The registered otiice of the Company will be situate in the Province of British Columbia. Dominion of Canada. 3rd. The objects for which the Company is established are for the purchase of vessels, and the conveyance of goods and passengers in ships and boats between such places as the Company may from time to time determine, and to do all such other things as are incidental or conducive to the attainment of the above objects. 4th. The liability of the members is limited. 5th. The capital of the Company is Five Hundred Thousand Dollars divided into Five Thousand Shares of One Hundred Dollars each. We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association, and we res- pectively agree to take the number of shares in the capital of the Company set opposite our respective names. 173457 Names. William Charles, Alexander Munro, Jno. Irving. R. P. Rithet, Peter McQuade, Wm. Spring, M. W. T. Drake, Addreshbs. Victoria, B. C. New Westminster Victoria, B. C, Desobiptign. iNo.ofHbares taken by each Subscriber. Inspecting Chief Factor, H. B. Co. Chief Factor H.B.Co Steamer Owner — Merchant Ship Chandler Trader Barrister-at Law . . . One. Dated the 11th day of January, A. D. 1883. Witness to the above Signatures. D. N.PTNLAYSON, Clerk to Drake & Jackson, Victoria, B.C. AN ACT RESPECTING THE Canadian Pacific Navigation Company, LIMITED. Assented to 28th May, 1898. Whkrkas tlie Canadian Pacific Navigation Company, Lim- ited, hereinafter called the Company, by its petition has prayed for the passing of an Act to confer additional powers on the Company, and it is expedient to grant the prayer of the said petition; Therefore, Her Majesty, by and with the advice and con- sent of the Legislative Assembly of the Province of British Columbia enacts as follows: 1. In addition to the powers and authorities at present possessed by the Company, they are hereby authorized and empowered : (a) To purchase, charter, hire, build or otherwise acquire steamships and other vessels of any description and to employ the same in the conveyanye of passengers, mails, cattle, produce and merchandise of all kinds, and in towing vessels of all kinds, and lumber, between any parts of British Columbia, and elsewhere as may seem expedient and to acquire any postal or other subsidies: (b.) To carry on all or any of the businesses of ship owners, carriers by land and w&ter, warehousemen, wharfingers, dock owners, lightermen, forwarding agents store-keepers and general traders and merchants: (c.) To carry on any other business which may seem to the Company capable of being conveniently carried 6 on and which may he calculated, directly or indirectly, to enhance tlie value and render profitable any of the Company's property or rights: (d.) To purchase laiuls, construct. ac(juire and hold such lands, wharves, warehouses, stores and other huild- ings as may be found necessary or convenient for the purposes of the Company. [e.) To sell and dispose of the undertakintr of the Company or any part thereof for such consideration as the Company may think fit and in particular for shares, debentures or securities of any other company having objects the same or in a/iy part similar to those of this Company. Provided that such sale or disposition shall be sanctioned at a general or special meeting of the Company by votes of shareholders v iresenting a ma- jority in value of the fully paid up capital stock of the Company, which meeting shall be held in the City of Victoria, and of which meeting at least one month's notice, signed by the Secretary, or u\ the event of his death or absence by the acting Secretary, or if there be neither Secretary nor acting Secretary, then by one of the Directors, shall be published in at least four issues of the British Columbia Gazette, and of some newspaper published in the said City of Victoria. Provided always, that nothint; herein contained shall be construed or allowed to prejudice any claim against the Company. (/.) Generally to purchase, take on lease or exchange, hire, or otherwise acquire any real or personal property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business and in particular any of its ships, vessels, boats, land, water or foreshore rights, buildings, easements, machinery, plant and stock in trade: J (g.) To enter into any agreement with the Govern- ment (Dominion or Provincial), or any authority, muni- cipal, local or otherwise that may «eem eontlucive to tlie ('ompany'K objects, or any of them, ami oittain from any such (Tovennnentor authority, ai»y rightc, privileges and coticesrtions, and t(» ac(juire an\ ibnidies. charters, rights, privileges, or consessions whii n the ('onjpany may think it desirahle to obtain and carry out and ex- ercise and comply with, or if ney deem it advisable, di«^pose of any such arrangements, charters, rights, privi- letres and concessions: (h.) To luiild. maintain, e(jmp and operate telegraph and telephone lines wht 'ever, in the interests of the Company, it may be desirable or expedient to do so and to establisii offices in connection therewith and to trans- njessages for the public and charge tolls for the same: (/.) To borrow or raise money for any purpose of the (^ompany, and for the purpose of securing the same and interest, or for any other purpose, to mortgage or charge or otherwise make or give any assurance of the under- taking, or all or any part of the property of the Com- pany, present or after acquired, or its uncalled capital, and to create, issue, make, draw, accept and negotiate perpetual or redeemable debentures or debenture stock? promissory notes, bills of exchange, bills of lading, war- rants, obligations and other negotiable and transferable instruments: (j.) To purchase, lease, or otherwise acquire ^.he un- dertaking of the Alice Arm Raiivvay Company, and the undertaking of any railway or Tramway Company which is or shall be empowered to operate a railway or tram- w^ay in the Province of British Columbia, and the rights, privileges, franchises and concessions granted to or con- ferred upon, or to be granted to or conferred upon any 8 such Company, and operate any such nndertaking, and hold, exercise and enjoy all such rights, privileges, fran- chises and concessions: and to make any traffic or other arrangement for operating any such railway or tramway in connection with or as a part of the undertaking of the Canadian Pacific Navigation Company, Lin)ited. 2. The Company may make traffic or other arrangements with any railroad, steamboat or navigation company whose line crraliway or undertaking communicates with or is con- tignous to that of the Company or may be conveniently oper- ated therewith, and may enter into an agreement with such other Company or Companies for conveying or leasing to the Company such railway or undertaking in whole or in part, together with such rights or powers as may be possessed by them respectively or for amalgamating with such Company or Companies upon such terms and conditions as may be agreed upon. 3. The capital stock of the Company may be increased from time to time to any amount, if such increase be sanc- tioned by a vote in person or by proxy of the shareholders representing two thirds in value of the subscribed capital of the Company, snch sanction to be given at a meeting called expressly by the Directors for thatpnrpose, by a notice published in the British Columbia Gazette for thirty days, and a notice in writing to each shareholder, delivered to him personally, or properly directed to him at his last known place of abode, and deposited in the I'ost Office at least thirty days previously to such meeting, stating the time and place and object of such meeting and the amount of the proposed increase, ai.'d the proceedings of such meeting shall be en- tered in the nnnutes of the proceedings of the Company, and thereupon the capital stock may be increased to the amount sanctioned by such vote. I 9 4. The Company may from time to time issne guaran- teed or preferred stock at such price, to such amount, and upon such conditions as to the preferences and privileges attached thereto, or the different issues of classes tliereof, and otherwise as shall he authorized by the uiajority in value of the shareholders, such authority to be given at an annual meeting, or a*, any special or general meeting thereof, called for the purpose, at which meeting shareholders representing at least two-thirds in value of the subscribed capita) of the Company shall be present in person or l)y proxy; notice of intention to propose such issue at such meeting being given in the notice calling such meeting. 5, This Act may be cited as the '' Canadian Pacific Navigation Company's Act, 1898." ^A\{RTGC[LE§ m ^mmmr^ -OF THE- Canadian Pacific Navigation Company, LIMITED. SHARKS. 1. If several persons are registered as joint holders r)f any share, any one ot'snch persons may jrive elfectnal r<*o(Mr)ts for any dividend payable in respect of such share. 2. Every nienil)er shall, on payment ol* one sliillino; or such less sum as tiie Company in general meeting may pre- scribe be entitled to a certificate, nnder the common s^al of the Company, specifying tlie share or shares heldl»v liiiii,and the amount paid up thereon. 3. If such certificate is worn (»ut or lost, it may be re- newed on payment of one siiillini>; or such less sum as the Company in general nieeting may prescribe. ("ALLS ON SFIAKKS. 4. The Directors may, from time to time, make such calls upon the members in respect of all monies nnpaie presented to the Company, accompanied with such evidence as the Directors may require to prove the title of the transferor, and there- upon the Company shall register the transferee as a member. FORFEITURK OF SHARES. 17. If any member fails to pay any call on the day appointed for payment thereof, the Directors nmy at any time thereafter, during such time as the call remains unpaid, serve ■HUH 13 a notice on him, requiring him to pay such call together with interest and any expenses that may have accrued by reason of such non-payment. 18. The notice shall name a further day on or before which such call any all interest and expenses that have ac- crued by reason of such non-payment, are to be paid. It shall also name the place and where payment is to be made, (the plnce so named being either the registered office of the Company, or some other place at which calls of the Com- pany are ususilly made payable). The notice shall also state that in the event of non-payment at or before the time and at the place appointed the share in respect of which such call was made will be liable to be forfeited, 19. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which said notice has been given may at any time thereafter, before pay- ment of all calls, interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Dir- ectors to that effect. 20. Any share so forfeited shall be deemed to be the property of the Company, and may be disposed of in such manner as the Company in general meeting thinks lit. 21. Any member whose shares have been forfeited, shall, notwithstanding, be liable to pay to the Company all calls owing upon such shares at the time of the forfeiture. 22. A statutory declaration in writing that the call in respect of a share was made and notice thereof given, and that default in payment of the call was made, and that the forfeiture of the share was made by a resolution of the Dir- ectors to that effect, shall be sufficient evidence of the facts therein stated as against all persons entitled to such share and such declaration and the receipt of the Company for the price of such share, shall constitute a good title to such share, u and a Certificate of Proprietorship shall be delivered to the purchaser and thereupon he shall be deemed the holder of such share, discharged from all calls due prior to such pur- chase, and he shall not be bou)id to see to the application of the purchase money, nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale. CONVERSION OF SHARES INTO STOCK. 23. The Directors may, with the sanction of the Com- pany previously given in general meeting, convert any paid- up shares into stock. 24. "When any shares have been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein, or any part of such interests, in the same mannsr and subject to the same regulations as and subject to which any shares,in the capital of the Com- may l)e transfered, or as near thereto as circumstances admit. 25 The several holders of stock shall be entitled to par- ticipate in the dividends and profits of the Company accord- ing to the amount of their respective interests in such stock; and such interests shall in proportion to the amount thereof, confer on the holders thereof respectively the same privileges and advantages for tlie purpose of voting at meetings «>f the Company, and for other purposes, as would have been con- ferred by shares of equal amount in the capital of the Com- pany; but so that none of such privileges or advantages, except the participation in the dividends and profits of the Company, shall be conferred by such aliquot part of consol- idated stock as would not, if existiu'T in shares, have con- ferred such privileges or advantages. INCREASE IN CAPITAL. 26. The Directors may, with the sanction of a special resolution of the Company previously given in genenl meet- 15 •no;, iijcrease its capital by the issue of new sliares; such ag- jrregate increase to he of such amount and to be divided into sliares of such respective amounts as the Company in general meeting directs, or if no direction is given, as the Directors think expedient. 27. Subject to any direction to the contrary that may l>e given by the meeting that sanctions the increase of cap- ital all new shares shall be offered to the members in pio- portion to the existing shares to which the member is en- titled and limiting a time within the offer, if not accepted, will be deemed to be declined; and after the expiration of such time or on the receipt of an intimation from the mem- ber to whom such notice is given that he declines to accept the shares offered, the Directors may dispose of the same, in such manner as they think most beneficial to the Company. 28. Any capital raised by the creation of new shares shall be considered as part of the original capitial, and shall be subject to the same provisions with reference to the pay- ment of calls and the forfeiture cf shares on non-payment of calls, or otherwise, as if it had been "part of the original capital. OENEKAL MEETING. 139. The first General Meeting shall be held at such time, not being more than six months after the registration of the Company, and at such place as the Directors may deter- mine. 30. Subsequent General Meetings shall be held at such time and place as may he prescribed by the Company in general meeting; aiul if no other or place is prescribed, a general meeting shall be held on the first Tuesday in February in every year, at such place as may be determined by the Directors. 16 31. The above mentioned general meetings shall he called Ordinary Meetings, all other general meetings shall he called Extraordinary. 32. The Directors may, whenever they think fit, and they shall upon a requisition made in writing hy not less than one-fifth in number of the members of the Company, convene an Extraordinary General Meeting. 33. Any requisition made by the members shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company. 34. Upon the receipt of such requisition the Directors shall forthwith proceed to convene an Extraordinary General Meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition, the requi- sitionists or any other memi)ers, amounting to tlie required number may, themselves, convene an Extraordinary General Meeting. PROCEKDINGS AT OEXKRAL MEETINGS. 35. Seven days' notice at the least, specifying the place, the day and the hour of meeting, and case of special business the general nature of such business, siiall be given to the members in maimer hereafter mentioned, or in such other manner, if any, as may be prescribed by the Company in general meeting, but the non-receipt of such notice by any member shall not invalidate the proceedings at any General Meeting. 36. All business shall be deemed special that is trans- acted at an extraordinary meeting, and all that is transacted at an ordinary meeting with the exception of sanctioning a dividend and the consideration of the accounts, balance sheets and the ordinary report of the Directors. 37. No business shall be transacted at any general meet- ing except the declaration of a dividend, unless a quorum of It members is present at the time wlieii the meeting proceeds to business; and such quorum shall be ascertained as t'ollovva? that is to say: if the persons who have taken shares in the Compatiy, at the time of the meeting, do not exceed ten in numlter, the (jiu)rum shsill he be live; if they exceed ten, there shall be added to the above quorum, one for every five ad- ditional members up to tifty, ami one for every ten additional members after tifty with thit- limitation that no quorum shall in any case exceed twenty. 38. If, within one hour from the time appointed for the meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved; in any other case it shall staiul adjourned to the same day, in the next week at the same time and place; and if at such adjourned meeting a quorum is not present it shall be adjourned sine die. 39. The Chairman (if any) of the Board of Directors shall preside as ChairmaTi at every general meeting of the Company. 40. If there is no «uch Chairmrn or if at any meeting he is not present within fifteen minntes after the time appointed for holding the meeting, the members present shall choose some one of their number to be Chairman. 41. The Chairman may, with the consent of the meet- ing, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meet- ing from which the adjournment took place. 42. At any General Meeting, unless a poll is demanded by at least five meuibers, a declaration by the Chairman that a resolution has l)een carried ami an entry to that effect on the book of proceedings of the Company shall be sufficient i 18 evidence of the fact, without proof of the nmnhei or propor- tion of the votes recorded in favor of or against such resolu- tion. 43. If a poll is demanded by five or more -nemhers, it shall be taken in such manner as the Diairman directs, and the result of such poll siiall he deemed to be the resolution of the Company in general meeting. In the case of an equality of votes at any General Meeting, the Chairman shall be entitled to a second or casting vote. VOTES OF MEMBKRS. 44. ICvery member shall have one vote for every share up to ten ; he shall have an additional vote for every five shares beyond the first ten shares up to one hundred, and an additional vote for every ten shares beyond the first hundred shares. 45. If any member is a lunatic or idiot he may vote by bis committee, curator bonis, or other legal curator. 46. If one or more persons are jointly entitled to a share or shares, the member whose name stands first in the register of members as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same. 47. No meniber shall be entitled to vote at any general meeting unless all calls due from him have been paid, and no member shall be entitled to vote in respect of any share that he has acquired by transfer at any meeting held after the expiration of three months from the registration of the Company unless he has been possessed of the share or shares in respect of which he claims to vote for at least three months previously to the time of holding the meeting at which he proposes to vote. 48. Votes may be given either personally or by proxy. ') 19 40. The iiistrimieiit appointing ii proxy sliall he in writ- ing, under the hand of the appointor, or if the appointor is a Corporation, under their common seal, and slmll he attested by one or more witness or witnesses. No person shall he appointed a proxy who is not a member of the Company, 50. The instrument appointing a proxy shall be depo- sited at the registered othee of the Company not less tlian 72 hours before the time for holding the meeting at which the person named in such instrutnent proposes to vote, but no instrument appointing a proxy shall be valid after the expi- ration of twelve months from the date of its e., or by tiiese articles Required to be exercised by the Company in general meeting, subject nevertheless to any regulations of these articles to the provisions of the Companies' Act, 18()"2, and the Com- panies' Ordnance, 1869, and to such regulations being nt»t inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting ; but no regulation made by the Company in general meeting shall invalidate any prior Act of the Directors which would have been valid if such regulation had not been made. 56. The continuing Directors may act notwithstanding any vacancy in their body. DISQITALIFICATION OK I)IKK(^TORS. 57. The oflice of Director shall be vacated : If he hohls any other office or place of profit under the Company except that of Managing Director. If he become bankrupt or insolvent. If he is concerned in or participates in the profits of any con- tract witii the C'ompany. But the above rules shall be sul)ject to the following exceptions : That no Director shall vacate his office by reason of his being a member of any partnership or Com pany which has entered into contracts with or done any work * for tlio Company of wliioli he is Director ; iievcrtlieless, he tthnll not Vdtc in respect of such contract or work, and if he does so vote, lii-i vote shall not l)e conutttd. ROTATION OK nil{K("n»li8. 58. At the first ordinary meetino; after the ret)istrati(»n of tile Company the wliole of the Diri-ctors sliall retire from office ; and at tlie first (»i'diiniry meeting in every 8ni)se(jnent year one-fiiird of the Directors for tluj time heinj/, or if their niimher is not a mnltiple of three, tlien tlie niiml»er nearest to one-tiiiro hhall retire fi'om otHce. 59. Tlie one-tliird or otlier nearest numl)er to retire diirinjjj the first and second years ensninj^; the Hrst ordinary meeting of the Company shall, unless the Directors agree among themselves, l)e determined ])y hallot. h\ every suh- seqnentyear the one-third or otlier nearest numherwho have been h)ngest in the office shall retire. 60. A retiring Director shall be re-eligible. 01. The Company at the General Meeting at which any DirecLors retir,^ in manner aforesaile as an auditor who is interested other- wise than as a member in any transaction of the Company, and no Director or other officer of the Company is eligible durintr his continuance in otttce. 80. The election of auditors shall be made by the Com- pany at their onlinary meeting in each year. p«ni 26 S7. The reiuuneration of the iirst auditors shall be fixed by the Uii'ectoi's, that of subsequent auditors shall be fixed by the Coinpany in General Meeting. 88. Any auditor shall be re-eligible on his quitting office, 89. If any casual vacancy occurs in the office of any auditor appointed by the Company the Directors shall forth- with call an extraordiviary (ieneral Meeting for the purpose of supplyinjJT the same. 90. Every fuiditor will be supplied with a copy of the balance sheet, and it shall be his duty to examine the same with the accounts and vouchers relating thereto. 91. Every auditor shall have a list delivered to him of all books kept by the Company, and shall at all reasonable times have access to the books and accounts of the Company? he may at the expense of the Company employ accountants or other persons to assist him in investigating such accounts, and he may in relation to such accounts examine the Direc- tors or any other officer of the Company. 92. The auditors shall make a report to the members upon the balance sheet and accounts, and in every such re- port they shall state whether in their opinion the balance sheet is a full and fair balance sheet, containing the particu- lars required by these regulations and piroperly drawn up so as to exhibit a true and correct view of the state of the Com- pany's affairs, and in case they have called for explanations or information from the Directors, whether such explanation or information have been given hy the Directors and whether they have been satisfactory, and such report shall be read togetlier with the report of the Directors at the ordinary meeting. ! i 27 NOTK'ES. 9;3. A notice may be served, by the (,'oinpaiiy upon any member either personally or by sending it through the post in a pre-paid letter addre&ssed to such member at his regis- tered place of abode. 94. i\ll notices (lirecte -. IVinn-ss Lt.nise,'* " Otter" and - Knterprist'," (»!• any "r cirluT (.(' tluMii, shall 1)6 destroyed iteluiv tlu' transler to th»; proposed ('ompany slnill he completed, then and in sneh ease the nmnher of fnlly paid-np shares to he delivered to the said Company, or their assitrns, shall he reduced in the followino' propurtic>iis, namely: -Princess Louise," 750 shares; "Otter." 150 shares; -Enterprise," 250 shares; and if the steamers " R. r. Rithet," - William Irviufr " or - Reliance," or any or either of them, shall he destroyed hefore the transfer to the said propesed (Company shall he completed, then and \i\ such case the numher of fully paid-up shares of the said proposed Company to be delivered to the parties of the second and and third parties respectively, or theii- respectixc assiu-ns. shall be reduced in the follovvintr proportions, namely: "R. P. Rithet," 500 shares: '' William Irvin^r." 800 shires; "Reliance." 100 shares; and the said party of the seccuul part hereby covenants and agrees that the steamer "Reliance" shall be repaired an