IMAGE EVALUATION 
 TEST TARGET (MT-3) 
 
 <^^ 
 
 
 1.0 
 
 I.I 
 
 1.25 
 
 UitTB 12.5 
 
 ta Uii |2.2 
 
 !!? 144 "^ 
 S IAS |M 
 
 <- ._ 
 
 1.8 
 
 U ill 1.6 
 
 vg 
 
 /) 
 
 /: 
 
 
 / 
 
 Photographic 
 
 Sciences 
 
 Corporation 
 
 23 WEST MAIN STREET 
 
 WEBSTER, N.Y. 145S0 
 
 (716) 872-4503 
 
 
.<i 
 
 :^ 
 
 ^6> 
 
 CIHM/ICMH 
 
 Microfiche 
 
 Series. 
 
 CIHM/ICMH 
 Collection de 
 microfiches. 
 
 Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques 
 
 i 
 
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. 
 
 Coloured covers/ 
 Couverture de couleur 
 
 I I Covers damaged/ 
 
 D 
 
 D 
 
 D 
 D 
 
 D 
 
 D 
 
 Couverture endommag^e 
 
 Covers restored and/or laminated/ 
 Couverture restaurie et/ou pellicuiie 
 
 □ Cover title missing/ 
 Le titre de couverture manque 
 
 I I Coloured maps/ 
 
 Cartes giographiques an couleur 
 
 Coloured ink (i.e. other than blue or black)/ 
 Encre de couleur (i.e. autre que b iue ou noire) 
 
 □ Coloured plates and/or illustrations/ 
 Planches et/ou illustrations en couleur 
 
 Bound with other material/ 
 Reli6 avec d'autres documents 
 
 Tight binding may cause shadows or dist«jrtion 
 along interior margin/ 
 
 La reliure serrde peut causer de I'omb' e ou de la 
 distortion le long de la marge int6rieure 
 
 Blank leaves added during restoration may 
 appear within the text. Whenever possible, these 
 have been omitted from filming/ 
 II se peut que certaines pages blanches ajoutAes 
 lors d'une restauration apparaissent dans le texte, 
 mais, lorsque cela Atait possible, ces pages n'ont 
 pas AtA filmAes. 
 
 Additional comments:/ 
 Commentaires supplimentaires; 
 
 L'Institut a microfilm^ le meilleur exemplaire 
 qu'il lui a Ati possible de se procurer. Les details 
 de cet exemplaire qui sont peut-Atre uniques du 
 point de vue bibliographique, qui peuvent modifier 
 une image reproduite, ou qui peuvent exiger une 
 modification dans la mithode normale de filmage 
 sont indiqu6s ci-dessous. 
 
 I I Coloured pages/ 
 
 D 
 D 
 D 
 D 
 □ 
 
 D 
 
 Pages de couleur 
 
 Pages damaged/ 
 Pages endommag^es 
 
 Pages restored and/or laminated/ 
 Pages restnuries et/ou pellicul6es 
 
 Pages discoloured, stained or foxed/ 
 Pages d6color6es, tachet6es ou piqu6es 
 
 Pages detached/ 
 Pages ditachdes 
 
 Showthrough/ 
 Transparence 
 
 I I Quality of print varies/ 
 
 Quality in6gale de I'impression 
 
 Includes supplementary material/ 
 Comprend du materiel supplimentaire 
 
 Only edition available/ 
 Seule Edition disponible 
 
 Pages wholly or partially obscured by errata 
 slips, tissues, etc., have been refilmed to 
 ensure the best possible image/ 
 Les pages totalement ou partiellement 
 obscurcies par un feuillet d'errata, une pelure, 
 etc., ont 6tA filmAes A nouveau de fapon A 
 obtenir la meilleure image possible. 
 
 T 
 ti 
 
 T 
 
 P 
 o 
 
 fi 
 
 T 
 
 s 
 T 
 
 ^ 
 
 d 
 
 e 
 b 
 ri 
 ri 
 rr 
 
 This item is filmed at the reduction ratio checked below/ 
 
 Ce document est film* au taux de r6duction indiquA ci-dessous. 
 
 10X 
 
 
 
 
 14X 
 
 
 
 
 18X 
 
 
 
 22X 
 
 
 
 
 26X 
 
 
 
 
 30X 
 
 
 
 
 
 
 
 
 
 
 ._ 
 
 
 ^ 
 
 
 
 
 
 
 
 
 
 
 
 
 ^ 
 
 
 
 
 
 12X 
 
 
 
 
 16X 
 
 
 
 20X 
 
 
 
 
 24X 
 
 
 
 
 28X 
 
 
 
 
 32X 
 
 
Th« copy filmtd hare has baan raproducad thanks 
 to tha ganaroiity of: 
 
 Library Division 
 
 Provincial Ar':hives of British Columbia 
 
 L'axamplaira fllmA fut raproduit grAca A la 
 g*nAroalt4 da: 
 
 Library Division 
 
 Provincial Archives of British Columbia 
 
 Tha imaga* appaaring hara ara tha bast quality 
 potsibia contidaring tha condition and lagibility 
 of tha original copy and in kaaping with tha 
 filming contract spacificationt. 
 
 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 
 'irtt paga with a printad or illustratad impras- 
 sion, and anding on tha last paga with a printad 
 or illustratad imprassion. 
 
 Tha last racorded frame on each microfiche 
 shall contain the symbol — ^ (meaning "CON- 
 TINUED"), or the symbol V (meaning "END"), 
 whichever applies. 
 
 Les images suivantas ont AtA raproduitas avac la 
 plus grand soin, compta tenu de la condition at 
 da la nattetA da I'exemplaire filmA, et en 
 conformity avac las conditions du contrat da 
 filmaga. 
 
 Les exemplairas originaux dont la couverture en 
 papier est imprimAe sont filmAs en commengant 
 par la premier plat et en terminant soit par la 
 derniAre paga qui comporte una ampreinte 
 d'imprassion ou d'illustration, soit par la second 
 plat, salon la cas. Tous las autras exemplairas 
 originaux sont filmAs an commandant par la 
 premiere page qui comporte une empreinte 
 d'impression ou d'illustration at an terminant par 
 la derniAre page qui comporte une telle 
 empreinte. 
 
 Un des symbolee suivants apparaitra sur la 
 darniAre image de cheque microfiche, selon le 
 cas: le symbole -^ signifie "A SUIVRE ', le 
 symbole V signifie "FIN". 
 
 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 lert hand corner, left to 
 right and top to bottom, as many frames as 
 required. The fonuwing diagrams illustrate the 
 method: 
 
 Les cartas, planches, tf bleaux, etc., peuvent Atre 
 filmAs A des taux de raduction diffirents. 
 Lorsque le document est trop grand pour Atre 
 reproduit en un seul clichA, il est filmA 6 partir 
 de Tangle supArieur gauche, de gauche A droite. 
 et de haut en bas, en prenant le nombre 
 d'imagas nAcessaire. Las diagrammes suivants 
 illustrant la mAthode. 
 
 1 
 
 2 
 
 3 
 
 1 
 
 2 
 
 3 
 
 4 
 
 5 
 
 6 
 
YlUlp 
 ^1 
 
 I I'lieatpe^Compaiiy-t-Limited 
 
 m 
 
 m ■ 
 
 I 
 
 •*nm- 
 
 ->—•-< m^^ 
 
 MEMORANDUM 
 
 I 
 
 -AND- 
 
 xtkUB of ^ssocmtxon. 
 
 VICTORIA : 
 
 Thb Coi^msT Job Boomb, 
 
 1884. 
 
lwi'»«l" 
 
 6 
 
 ^^fPP"PP 
 
 L^-' 
 
 V 
 
 >**♦*■> 
 
 I 
 
 ._ 
 
VICTORIA 
 
 THEATRE COMPANY 
 
 (LIMITED.) 
 
 \\ 
 
 DlF^BGIiOl^S: 
 R. DUNSMUIR, Esq., M. P. P., Chairman. 
 THE HON. HUGH. NELSON. 
 R. P. RITHET, Esq., J. P. 
 L. REDON, Esq. 
 J. KURTZ., Esq. 
 
 SoiilGil'Ol^s: 
 MESSRS. DAVIE & WILSON. 
 
 SBGI^EItfil^Y AND ©F?EASUF?BI^ ; 
 
 JOHN J. AUSTIN. 
 
 /•r .->■>:■ 
 

 Memorandum of Associaton, 
 
 1. The name of the Company is " The Victoria Theatre 
 Company, Limited." 
 
 2. The Registered Office of the Company will be situate 
 at Victoria, British Columbia. 
 
 3. The objects for which the C(Mnpany is established are : 
 " the erection, equipment, furnishing, management and carry- 
 ing on of a Theatre with or without the addition of out-build 
 ings, with leasing or letting powers, together with the 
 acquisition of land for the aforementioned purposes. 
 
 4. The liability of the members is limited. 
 
 5. The capital of the Company is fifty thousand dollars, 
 divided into one hundred shares of five hundred dollars each, 
 
 6. The directors of the Company shall have power to 
 borrow from time to time such sums of money as may be 
 requii'ed for the purposes of the Company upon the security 
 of the Company's property, not exceeding in the aggregate the 
 sum of twenty-five thousand dollars, or one half of the capital 
 of the Company for the time being, whichever may be the 
 larger amount. 
 
 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 respect- 
 ively agree to take the number of shares in the capital of the 
 Company set opposite our respective names. 
 
 
 Names, Addresses and Dbscbiption op 
 subscbibebs. 
 
 No. of Shares taken 
 BY each Subscriber. 
 
 1 
 
 2 
 
 B. DUNSMUIR, VioTOEiA, Coal Owner 
 
 R. P. RITHET. Victoria, Merchant 
 
 5 
 
 6 
 
 3 
 
 4 
 5 
 6 
 7 
 
 W. G. B. WMAN, Victoria, Livery S. Keeper.. 
 WM. P. SAYWARD, Victoria, Mill Owner. . . . 
 
 LOUIS REDON, Victoria, Hotel Keeper 
 
 JOSEPH BOSCOWITZ, Victoria, Merchant... 
 E. B. MARVIN, Victoria, Merchant 
 
 Total Shares taken 
 
 1 
 2 
 
 10 
 5 
 1 
 
 
 30 
 
 
 
 
 Dated the 15th day of August, 1884. r^ 
 
 Witness to the above Signatures, 
 
 (Signed,) JOHN J. AUSTIN, 
 . Victoria, B. C. 
 
 t'' 
 
 t. > 
 
 
Articles of Association, 
 
 t 
 
 / 
 
 \ 
 
 1. If several persons are recristerod as joint holders of anj' 
 share, any one of such persons may give effectual receipt for 
 any dividend payable in respect of such share. 
 
 2. Every member shall, without fee, be entitled to a 
 certificate under the common seal of the Company, specifying 
 the share or shares held by him, and the amount paid up 
 thereon. 
 
 3. If such certllicate is worn out or lost, it mav be re- 
 newed. Any j^erson holding a numlxT of shares by one certi- 
 ficate and being desirous of holding such shares by two or 
 more certificates, shall be entitled to receive such two or more 
 certificates without fee. • 
 
 4. The directors may from time to time make such calls 
 upon the members in respect of monies unpaid on their shares 
 not exceeding in the aggregate one half of the capital of the 
 Company, unless authorized bj'' special resolution passeil at a 
 general meeting of the Company, called for that purpose. 
 Provided that no call shall exceed the sum of fifty dollars per 
 share at one time, and thirty days notice shall be given of 
 each call except the first, and each member shall be liable to 
 pay the amount of calls so made to the persons, and at the 
 times and places appointed by the directors. Provided that 
 the first call when made shall be payable forthwith or on such 
 notice as may be given by the directors. - i ? y ... , ■. . 
 
 5. A call shall be deemed to have been made at the time 
 when the resolution of the directors authorising such call was 
 passed. , " 
 
 6. If the call payable in i-espect of any share is not paid 
 before or on the day appointed for payment thereof, the holder 
 for the time being of such share shall be liable to pay interest 
 
 J lib < 21 
 
ARTK'F-ES OF ASSOCIATION. 
 
 for the same at the rate of one per cent, per month, paj'ahle 
 niontlily from tlie day appointed' for the payment tliereof, to 
 the day of the actual payment. 
 
 7. The directors may, if they tliink fit, receive from any 
 member willing to advance the same, all or any part of the 
 monies due upon tlie shares held by him beyond the sums 
 actually called for, and upon the monies so paid in advance, or 
 so much thereof as from time to time exceeds the amount of 
 the calls then made upon the shares in respect of which such 
 advance has been made, the Company may pay interest at 
 such rate as the member paying such sum in advance, and the 
 directors agree upon. 
 
 8. Shares in the Company shall be transferred in the 
 following manner : On presentation to the Secretary of a 
 certificate or certificates endorsed by the person to whom they 
 were issued, the Secretary sliall retain such certificate or certi- 
 ficates and make the necessary entry of transfer in the Com- 
 pany's books, but the transferor shall be held to be the holder 
 of the shares until the certificate or certificates so endorsed, 
 shall have been presented to the Secretary and the transfer 
 entered in the Company's books as aforesaid. 
 
 9. Shares in the Company shall be transferred in the 
 following form : — " I, A. B., of . in consideration 
 of the sum of paid to me by C. D., of 
 
 do hereby transfer to the said C. D. the share (or shares) 
 numbered standing in my name in the books of 
 
 the Victoria Theatre Company Limited, to hold unto the said 
 C. D., his executors, administrators and assigns, subject to the 
 several conditions on which I held the same at the time of the 
 execution hereof; and I, the said C. D., do hereby agree to 
 take the said share (or shares) subject to the same conditions. 
 
 " As witness our hands the day of 
 
 10. The Company may decline to register any transfer of 
 shares made by a member who is indebted to them. ,^ 
 
 V' 
 
 if 
 
 n 
 
 rv==4 »f b i 
 
ARTICLES OF ASSOCIATION. 
 
 V 
 
 ,f 
 
 A 
 
 11. Tlio transt'ur hoDks sliall he closed during the i'<»urteen 
 days immediately preceiUng tlie ordinary general meeting in 
 each year. 
 
 12. The executors or administrators of a deceased nuMuher 
 shall he the only persons recognized by the Company as 
 having any title to his share. 
 
 13. Any person becoming entitled to a share in conse- 
 quence of a death, bankruptcy, or insolvency of any member, 
 or in consequence of the marriagj of any female mem!»er, may 
 be registered as a mendter upon such evidence being protluced 
 as may from time to time be re(piired by the Company. 
 
 14. Any member who has become entitled to a share in 
 consequence of the death, bankruptcy, or insolvency of any 
 member, or in conse((uence of the marriage of any female 
 member, may, instead of being i-egistered himself, elect t(j have 
 some person to be named by him registered as a Transferee of 
 such share with the consent of the Transferee. 
 
 , 15. The person so becoming entitled shall testify such 
 election by executing to his nominee an instrument of transfer 
 of such share with his consent. 
 
 16. The instrument of transfer sh.dl bj presented to the 
 Company, accompanied with such evi<lence as the directors 
 may require to prove the title of the Transferor, and there- 
 upon the Company shall register the Transferee as a member. 
 
 17. If any shareholder fails to pay any call on the day 
 appointed for the payment thereof, the directors may advertise 
 in any newspaper published in Victoria the name of the 
 delinquent shareholder, with the number of shares standing in 
 his name in the Company's bcjoks, and that such shares or so 
 many thereof as will cover fhe amount due, together with 
 interest and expenses, will be sold at public auction within 
 30 days after such advei-tisement. If the amount due on 
 such shares with interest and expenses shall not have been 
 paid before the day advertised Hov sale, then such shares shall 
 
6 
 
 AUTICLKS OF ASSOCIATION. 
 
 l»c Hold in acconlanco with the atjvortiscincnt. Provided tliiit 
 this article .shall not apply to the first call, hut if any incnihcr 
 fails to pay the first call on the day aj)p()intc<l for the pa} inent 
 thereof, the .share or .sliarcs in ri^'^pect whereof .such call has 
 been made, .shall without further notice to the uunnher niakin<,^ 
 default, he ahsolutely forfeited to the Company. 
 
 18. If at the .sale of iny delintpient shares, they will not 
 realize the amount then due, with interest and expen.siis, they 
 may he hought hy the <liii'ctors for the Company, and they 
 sIihII then he the property of the Company, and he di.spo.sed of 
 hy the directors at .such time au'l in such manner as they shal' 
 think proper. 
 
 19. Any shareholder who.se delimjuent .shares have heen 
 dispo.sed of hy order of the directors, .shall he liahle to the 
 Company for any amount due on them at the time of .such 
 sale, les.s the amount realized from such sale. 
 
 20. A Statutory declaration in writing that the call in 
 re.spect of a .share was made and notice thereof given, and that 
 default in payment of the call was made, and that the for- 
 feiture of the share wa.s made hy a resolution of the directors 
 to that effect, .shall he .sufficient evidence of the facts th(!rein 
 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, a certifi- 
 cate of proprietor.ship shall be delivered to a purchaser, and 
 thereupon he .shall be deemed the holder of .such share, di.s- 
 charged from all calls due prior to such purchase, and he shall 
 not be bound 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. 
 
 21. The directors may, with the sanctioi of the Company 
 previously given, in general meeting, convert any paid up 
 
 shan's hito stock. 
 
 22. When any shares have been converted into .sto.^k, the 
 several holders of such stock may thenceforth transfer fcheic 
 
 v/ 
 
 .■it 
 
 y**- 
 
AHTK'I.KS OF ASSOCIATION. 
 
 i^ 
 
 A 
 
 respective interents thi-rcin, or any part of sucli intcre.stH in 
 the Hrtino ruaiuiur and sulijt'ct to the .same re<^nhitions as and 
 .suhjoct to wliich any shares in the capital of tlie Company 
 may Im; tiansf erred, or tvs near thereto as circuinHtances admit 
 2'i. The several holders of stock shall be entitled to partic- 
 ipate in the dividends and pi'otits of tlie Company according 
 to the amount of their respective interests in such stock, and 
 such interests shall in proportii .. o the amount thereof, confer 
 on the holders thereof respectively the same privileges and 
 advantages for the purpose of votir<^ at meetings of the Com- 
 pany, a!id for other purpose^, as would have been conferred by 
 shares of equal amount in the capital of the Company; but so 
 that none of such privileges or advantages, except the partici- 
 pation in the <lividends and profits oi the Company, shall be 
 conferred by any such ali(piot part of Consolidated Stock as 
 would not, if existing in shares have conferred such privileges 
 or advantages. 
 
 24. The directors may, with the sanction of a special 
 resolution of the Company previously given in general meeting 
 increase its capital by the issue of new shares, such aggregate 
 increase to be of such amount, and to be divided into shares of 
 such respective amounts, as the Company in general meeting 
 directs, or, if no direction be given, as the directors think 
 expedient. 
 
 25, Subject to any direction to the contrary that may be 
 given by the meeting that sanctions the increase of capital, all 
 new shares shall be otfered to the members in proportion to 
 the existing shares held by them, and such offer shall be made 
 by notice specifying the number of shares to which the mem- 
 ber is entitled, and limiting a time within which 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 member to whom such notice is given, that he 
 declines to accept the shares offer 3d, the directors may dispose 
 of the same in such manner as they think most beneficial to 
 the Company. \ , " ; 
 
8 
 
 ARTICLES OF ASSOCIATION. 
 
 20. Any capital raised by tho creation of new shares shall 
 be considered as part of the original capital, and shall be sub- 
 ject to the same provisions with reference to the payment of 
 calls and the forfeiture of shares, on non-payment of calls or 
 otherwise, as if it had been part of the original capital. 
 
 27. The first general meeting shall be held at such time, 
 not being more 'than six months after the registration of the 
 Comj)aiiy, and at such place as the directors may determine. 
 
 28. Subsequent general meetings shall be held at such 
 time and place as may be prescribed by the Company in 
 general meeting, and if no other time or place is prescribed, a 
 general meeting shall be lieM on the first Monday in February 
 in every year, at such place as may be determined by the 
 directors. 
 
 29. The above mentioned general meetings shall be called, 
 ordinary meetings ; all other general meetings shall be called 
 extraordinary. 
 
 80. The directors may, whenever they think fit, and they 
 shfJl upon a requisition made in writing by not less than one- 
 fifth in number of the members of the Company, convene an 
 extraordinary general meeting. 
 
 31. Any requisition made by the members shall express 
 the object of the meeting proposed to be called, and shall be 
 left at the registered oflRce of the Company. 
 
 32. 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 requisi- 
 tionists or any other members, amounting to the required 
 number, may themselves convene an extraordinary general 
 meeting. 
 
 33. Seven days notice at the least, specifying the place, 
 the day and the hour of meeting, and in Case of special busi- 
 ness, the general nature of such business shall be given to the 
 
 <> 
 
 * 
 
 I 
 
ARTICLES OF ASSOCIATION. 
 
 9 
 
 < > 
 
 <i 
 
 members in manner hereinafter 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. 
 
 34. All business shall be deemed special that is transacted 
 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. 
 
 35. No business shall be transacted at any general meet- 
 ing except the declaration of a dividend, unless three-fifths of 
 the shares of the Company be represented, making a quorum, 
 
 36. 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 stand 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. 
 
 37. The chairman (if any) of the board of directors, shall 
 preside as chairman, at every general meeting of the Company. 
 
 38. If there is no such chairman, or if at any meeting he 
 is not present within fifteen minutes after the time appointed 
 for holding the meeting, the members present shall choose 
 some one of their number to be chairman. 
 
 39. The chairman may with the consent of the meeting 
 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 meeting 
 from which the adjournment took place. 
 
 40. At any general meeting, unless a poll is demanded oy 
 at least five members, a declaration by the chairman that a 
 resolution has been carried, and an entry to that efiect in the 
 
 - ¥■■- 
 
10 
 
 ARTICLES OF ASSOCIATION. 
 
 book of proceedings of the Comn iny, shall be sufficient evi- 
 dence of the fact, without proof of the number or proportion 
 of the votes recorded in favor of or against such resolution. 
 
 41. If a poll is demanded by five or more members it 
 shall be taken in such manner as the chairman directs, and 
 the result of such poll shall be 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. 
 
 42. Every 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 addi- 
 tional vote for every ten shares beyond the first hundred 
 shares. 
 
 48. If any member is a lunatic or idiot he may vote by 
 his Committee, curator bonis, or other legal curator. 
 
 44. If one or more persons are jointly entitled to a share 
 or shares, only one of such persons may vote in respect of such 
 share or shares, and in the event of dispute the member whose 
 name stands first shall have priority. 
 
 45. No member 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 Com- 
 pany, unless he has been possessed of the share ir. respect of 
 which he claims to vote, for at least one month previously 
 to the time of holding the meeting at which he proposes to 
 vote. 
 
 46. Votes may be given either personally or by proxy. 
 
 47. The instrument appointing a proxy shall be in writing 
 under the hand of the appointor, or if such appointor is a 
 corporation, under their common seal, and shall be attested by 
 
 fH 
 
ARTICLES OF ASSOCIATION. 
 
 11 
 
 l,^ 
 
 one or more witness or witnesses. No person shall be appoint- 
 ed a proxy who is not a member of the Company. 
 
 48. The instrument appointing a proxy shall be delivered 
 to the Secretary either before or at the time of calling any 
 meeting to order, and shall if general, remain valid until 
 revoked by the appointor, and notice of the revocation deliver- 
 ed to the Secretary. 
 
 ' 49. No particular form of proxy shall be necessary, but it 
 shall be attested by at least one witness. 
 
 50. There shall be five directors, and the names of the 
 first directors shall be determined by the memorandum of 
 Association. 
 
 51. Until directors are appointed the subscribers of the 
 memorandum of Association shall be deemed to be directors. 
 
 52. The future remuneration of the directors, and their 
 remuneration for services performed previously to the first 
 general meeting shall be determined by the Company in 
 general meeting. 
 
 58. The business of the Company shall be managed by 
 the directors, who maj pay all expenses incurred in getting 
 up and registering the Company, and may exercise all such 
 powers of the Company as are not by the Joint Stock Com- 
 panies Act or by these articles required to be exercised by 
 the Company in general meeting, subject nevertheless to any 
 regulations of these articles, to the provisions of the Joint 
 Stock Companies Act, and to such regulations being not in- 
 consiste^' -■-'.. tne 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. 
 
 54. The continuing directors may act notwithstanding 
 any vacancy in their body. 
 
 i2GJ 
 
 
12 ARTICLES OF ASSOCIATION. 
 
 55. The office of director shall be vacated, 
 
 1. If he holds any other office or place of profit under the 
 Company. 
 
 2. If he becomes bankrupt or insolvent. 
 
 3. If he is concerned in or participates in the profits of 
 any contract with the Company. 
 
 But the above rules shall be subject to the following 
 exceptions : 
 
 That no director shall vacate his office by reason of his 
 being a member of any Company which has entered into con- 
 tracts with or done any work for the Company, of which he is 
 director; neverthelers he shall not vote in respect of such 
 contract or work ; and ii he does so vote, his vote shall not be 
 counted. 
 
 56. At the first ordinary meeting after the registration of 
 the Company the whole of the directors shall retire from office.- 
 
 57. A retiring director shall be re-eligible. 
 
 58. The Company at the general meeting at which the 
 directors retire in manner aforesaid shall fill up the vacated 
 offices by electing a like number of persons. 
 
 59. If at any meeting at which an election of directors 
 ought to take place, the places of the vacating directors 
 are not filled up, th(; meeting shall stand adjourned till 
 the same day in the next week, at the same time and 
 place ; and if at such adjourned meeting the places of the 
 vacating directors are not filled up, the vacating directors or 
 such of them as have not had their places filled up shall con- 
 tinue in office until the ordinary meeting in the next year and 
 ao on from time to time until their places are filled up. 
 
 60. The Company may from time to time in general 
 meeting, increase or reihiec the number of directors, and may 
 also determine in what rotation such increased or reduced 
 number is to go out of office. ,,v > 
 
 
 i^"' 
 
ARTICLES OF ASSOCIATION. 
 
 13 
 
 the 
 
 s of 
 
 'ing 
 
 61. Any casual vacancy occurring in the board of dh-ector.s 
 may be filled up by the directors, but any person so chosen 
 shall retain his office so long only as the vacating director 
 would have retained the same if no vacancy had occurred. 
 
 62. The Company, in general meeting, may, by a special 
 resolution, remove any director before the expiration of his 
 period of office, and may by an ordinary resolution appoint 
 another person in his stead ; the person so appointed shall hold 
 office during such time only as the director in whose place he 
 is appointed would have held the same if he had not been 
 removed. 
 
 63. The directors may meet together for the despatch of 
 business, adjourn, and otherwise regulate their meetings as 
 they think fit, and determine the quorum necessary for the 
 transaction of business ; questions arising at any meeting shall 
 be decided by a majority of votes ; in case of an equality of 
 votes the chairman shall have a second or casting vote; a 
 director may at any time summon a meeting of the directors. 
 
 , 64. The directors may elect a chairman of their meetings 
 dnd determine the period for which he is to hold office ; but if 
 no such chairman is elected, or, if at any meeting the chairman 
 is not present at the time appointed for holding the same, the 
 directorb present shall choose some one of their number to be 
 chairman of such meeting. ^ .. 
 
 65. The directors may delegate any of their powders to 
 Committees consisting of such member or members of their 
 body as they think fit , any Committee so formed shall, in the 
 exercise of the powers so delegated conform to any regulations 
 that may be imposed on them by the directors* • ' 
 
 66. A Committee may elect a chairman of their meetings ; 
 if no such chairnlan is elected, or if he is not present at the 
 time appointed for holding the same the members present 
 shall choose one of their number to be chairman of such 
 meeting. 
 
14 
 
 ARTICLES OF ASSOCIATION. 
 
 
 67. A Committee may meet and adjourn as they think 
 proper ; questions arising at any meeting shall be determined 
 by a majority of votes of the members present, and in case of 
 an equality of votes the chairman sliall have a second or 
 casting vote. 
 
 68. All acts done by any meeting of the directors or of a 
 committee of directors, or by any person acting as a director 
 shall, notwithstanding that it be afterwards discovered that 
 there was some defect in the appointment of any such directors 
 or persons acting as aforesaid, or that they or any of them 
 were disqualified, be as valid as if every such person had been 
 duly appointed and was qualified to be a director. 
 
 69. The directors may with the sanction of the Company 
 in general meeting, declare a dividend to be paid to the mem- 
 bers in proportion to their shares. 
 
 70. No dividend shall be payable except out of the profits 
 arising from the business of the Company. 
 
 71. The directors may, before recommending any dividend 
 set aside out of the prolits of the Company, such sum as they 
 think proper, as a reserved fund to meet contingencies, or for 
 equalizing dividends, or for repairing or maintaining the works 
 connected with the business of the Company or any part 
 thereof, and the directors may invest the sum so set apart as a 
 reserved fund upon such securities as they may select. 
 
 72. The directors may deduct from the dividends payable 
 to any member all such sums of money as may be due from 
 him to the Company on account of calls or otherwise. „ 
 
 73. Notice of any dividend that may have been declared 
 shall be given to each member in manner hereinafter mention- 
 ed, and all dividends unclaimed for three yeers, after having 
 been declared, may be forfeited by the directors for the benefit 
 of the Company. » - , >„ .v^^ 
 
 74. No dividend shall bear interest as against the Com- 
 pany. ., , - .:|iit. , :• ■^^:-'- ■ ■ ■ 
 
 ***■ 
 
 ' 
 
ARTICLES OF ASisOCIATlON. 
 
 15 
 
 y^ 
 
 
 7o. The directors shall cause true accounts to be kept : 
 
 Of the stock in trade of the Company. 
 
 Of the sums of money received and expended by the 
 Company, and the matter in respect of which such receipt and 
 expenditure takes place ; and 
 
 Of the credits and liabilities of the Company. 
 
 The books of account shall Ije kept at the registered office 
 of the Company, and subject to any reasonable restrictions as 
 to the time and manner of inspecting the same that may be 
 imposed by the Company in general meeting, shall be open to 
 the inspection of the members during the hours of business. 
 
 76. Once at the least in every year, the directors shall lay 
 before the Company in general meeting, a statement of the 
 income and expenditure for the past year, made up to a date 
 not more than three months before such meeting. 
 
 77. The statement so made shall show, arranged under 
 the most convenient heads, the amount of gross income, distin- 
 guishing the several sources from which it has been derived, 
 and the amount of gross expenditure, distinguishing the ex- 
 pense of the establishment, salaries and other like matters • 
 every item of expenditure fairly chargeable against the years 
 income shall be brought into account so that a just balance of 
 profit and loss may be laid before the meeting ; and in cases 
 where any item of expenditure which may in fairness be dis- 
 tributed over several years, has been incurred in any one year, 
 the whole amount of such item shall be stated, with the addi- 
 tion of the reasons why only a portion of such expenditure is 
 charged against the income of the year. 
 
 78. A balance sheet shall be made out in 3very year, and 
 laid before the Company in general meeting, and such balance 
 sheet shall contain a summary of the property and liabilities 
 of the Company arranged under the heads appearing in the 
 form annexed to table A in the said Act, or as near thereto as 
 circumstances admit. 
 
 .-» 
 
1 
 
 10 
 
 ARTICLES OF ASSOCIATION. 
 
 1 ! 
 
 79. A printed copy of sileh balance .sheet .shall, .seven tlay.s 
 previously to such meeting, be .served on every member in the 
 manner in which notices are hereinafter directed to be served, 
 
 80. Once at the least jin every year the accounts of the 
 Company shall be examined, and the correctness of the balance 
 sheet a,scertained by one or more auditor or auditors. 
 
 <M. The first auditors .shall be appointed by the directors; 
 subsequent auditors shall be appointed by the Company in 
 general meeting. 
 
 82. If one auditor only i." appointed, all the provisions 
 herein contained relating to auditors shall apply to him. 
 
 83. The auditors may be members of the Company, but 
 no person i.s eligible as an auditor who is interested otherwise 
 than as a member in any transaction of the Company, and no 
 director or other officer of the Company is eligible during his 
 continuance in office. 
 
 84. The election of auditors shall be made by the Com- 
 pany at their ordinary meeting in each year. 
 
 85. The remuneration of the first auditors shall be fixed 
 by the directors ; that of subsequent auditors shall be fixed by 
 the Company in general meeting. 
 
 86. Any auditor shall be re-eligible on his quitting office. 
 
 87. If any casual vacancy occurs in the office of an} 
 auditor appointed by the Company, the directors shall forth- 
 with call an extraordinary general meeting, for the purpose of 
 supplying the same. ^.^i,-. . . _, ';. . iv 
 
 88. If no election of auditors is made in manner aforesaid 
 a Judge of the Supreme Court of Briti.sh Columbia may, on 
 the application of not less than five members of the Company, 
 appoint an auditor for the current year, and fix the remunera- 
 tion to be paid to him by the Company for his services. . ^,^.\ 
 
 89. Every auditor shall 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. 
 
 ** 
 
 X jtfftr ife4l«arM-*. 
 
 mes. 
 
ARTICLES OF ASSOCIATION. 
 
 17 
 
 90. 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 directors or 
 any other officer of the Company. 
 
 91. The auditors shall make a report to the members 
 upon the balance sheet and accounts, and in every such report 
 they shall state, whether, in their opinion the balance sheet, 
 containing the particulars required by these regulations, and 
 properly drawn up, so as to exhibit a true and correct view of 
 the state of the Company's affairs, and in case they have called 
 for explanations or information from the directors ; whether 
 such explanations or information ha e been given by the 
 directors, and whether they have been satisfactory; and such 
 report shall be read together with the report of the directors, 
 at the ordinary meeting. 
 
 92. A notice may be served by the Company upon any 
 member either personally or by sending it through the post in 
 a prepaid letter, addressed to such member at his registered 
 place of abode. 
 
 93. All notices directed to be given to the members, shall 
 with respect to any share to which persons are jointly entitled, 
 be given to whichever of such persons is named first in the 
 register of members ; and notice so given shall be sufficient 
 notice to all the holders of such share. 
 
 94. Any notice, if served by post, shaU be deemed to have 
 been served at the time when the letter containing the same 
 would be delivered in the ordinary course of the post ; and in 
 proving such service it shall be sufficient to prove that the 
 letter containing the notices was properly addressed and put 
 into the Post Office.